SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 6, 2017

Wal-Mart Stores, Inc.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-06991	 	71-0415188	
(State or other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
702 Southwest 8th Street
Bentonville, Arkansas 72716-0215
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (479) 273-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company        ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 8.01. Other Events.
Wal-Mart Stores, Inc. (the “Company”) and Goldman Sachs International, Merrill Lynch International, MUFG Securities EMEA plc, HSBC Securities (USA) Inc., Morgan Stanley & Co. International plc, Wells Fargo Securities International Limited, Standard Chartered Bank, TD Securities (USA) LLC, The Bank of Nova Scotia, Hong Kong Branch, and U.S. Bancorp Investments, Inc. (collectively, the “Underwriters”), have entered into a Pricing Agreement, dated July 6, 2017 (the “Pricing Agreement”), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, ¥70,000,000,000 aggregate principal amount of the Company’s 0.183% Notes Due 2022 (the “2022 Notes”), ¥40,000,000,000 aggregate principal amount of the Company’s 0.298% Notes Due 2024 (the “2024 Notes”) and ¥60,000,000,000 aggregate principal amount of the Company’s 0.520% Notes Due 2027 (the “2027 Notes” and, together with the 2022 Notes and the 2024 Notes, the “Notes”). The Pricing Agreement incorporates by reference the terms and conditions of an Underwriting Agreement, dated July 6, 2017 (the “Underwriting Agreement”), between the Company and the Underwriters. The Company and the Underwriters expect to consummate the sale and purchase of the Notes pursuant to the Pricing Agreement on July 18, 2017.
The 2022 Notes will be sold to the public at a price equal to 100.000% of the aggregate principal amount of the 2022 Notes (¥70,000,000,000 of proceeds before the underwriting discount and transaction expenses, which is the equivalent of US$617,937,853.11, calculated based on the noon buying rate in New York City on July 6, 2017 for cable transfers in foreign currencies as certified for customs purposes by the Board of Governors of the Federal Reserve System (the “Exchange Rate”)). The net proceeds to the Company from the sale of the 2022 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2022 Notes, will be ¥69,755,000,000 (which is the equivalent of US$615,775,070.62, calculated based on the Exchange Rate).
The 2024 Notes will be sold to the public at a price equal to 100.000% of the aggregate principal amount of the 2024 Notes (¥40,000,000,000 of proceeds before the underwriting discount and transaction expenses, which is the equivalent of US$353,107,344.63, calculated based on the Exchange Rate). The net proceeds to the Company from the sale of the 2024 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2024 Notes, will be ¥39,840,000,000 (which is the equivalent of US$351,694,915.25, calculated based on the Exchange Rate).
The 2027 Notes will be sold to the public at a price equal to 100.000% of the aggregate principal amount of the 2027 Notes (¥60,000,000,000 of proceeds before the underwriting discount and transaction expenses, which is the equivalent of US$529,661,016.95, calculated based on the Exchange Rate). The net proceeds to the Company from the sale of the 2027 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2027 Notes, will be ¥59,730,000,000 (which is the equivalent of US$527,277,542.37, calculated based on the Exchange Rate).
 
2

The Notes will be sold to the public at an aggregate price of ¥170,000,000,000, before the underwriting discounts and transaction expenses (which is the equivalent of US$1,500,706,214.69, calculated based on the Exchange Rate). The aggregate net proceeds to the Company from the sale of the Notes, after the underwriting discount, but before the transaction expenses of the sale of the Notes, will be an aggregate of ¥169,325,000,000 (which is the equivalent of US$1,494,747,528.25, calculated based on the Exchange Rate).
The 2022 Notes will constitute part of the Company’s newly created series of 0.183% Notes Due 2022 (the “2022 Series”), the 2024 Notes will constitute part of the Company’s newly created series of 0.298% Notes Due 2024 (the “2024 Series”) and the 2027 Notes will constitute part of the Company’s newly created series of 0.520% Notes Due 2027 (the “2027 Series” and, together with the 2022 Series and the 2024 Series, the “New Series”). The Notes of each of the 2022 Series, the 2024 Series and the 2027 Series will be senior, unsecured debt securities of the Company and will rank equally with the Notes of each of the other New Series and all of the other senior, unsecured debt obligations of the Company. The 2022 Series, the 2024 Series and the 2027 Series were created and established, and the terms and conditions of each New Series were established, by action of the Company and an authorized officer of the Company pursuant to, and in accordance with, the terms of the Indenture, dated as of July 19, 2005, as supplemented and amended (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and the Indenture and the related series term certificates pursuant to the Indenture will govern the Notes of each New Series. The respective terms of the 2022 Notes, the 2024 Notes and the 2027 Notes are as set forth in the Indenture and in the forms of the Global Notes (referred to below) that will represent the Notes of each New Series to be sold pursuant to the Pricing Agreement.
The material terms of the Notes are described in the Company’s prospectus supplement dated July 6, 2017, which relates to the offer and sale of the Notes (the “Prospectus Supplement”), and the Company’s prospectus dated December 19, 2014, which relates to the offer and sale from time to time of an indeterminate amount of the Company’s debt securities, including the Notes (the “Prospectus”). The Prospectus Supplement, together with the Prospectus, was filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 7, 2017 pursuant to Rule 424(b)(5) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in connection with the offer and sale of the Notes. A Final Term Sheet, dated July 6, 2017, relating to, and setting forth certain terms of, the Notes was filed with the Commission pursuant to Rule 433 under the Securities Act on July 7, 2017.
The Notes of each New Series will be issued and delivered in book entry form only and be represented by a single global note, which will be in definitive, fully registered form without interest coupons. The 2022 Notes will be represented by a single global note in the principal amount of ¥70,000,000,000 (the “2022 Global Note”). The 2024 Notes will be represented by a single global note in the principal amount of ¥40,000,000,000 (the “2024 Global Note”). The 2027 Notes will be represented by a single global note in the principal amount of ¥60,000,000,000 (the “2027 Global Note” and, together with the 2022 Global Note and the 2024 Global Note, the “Global Notes”). Each Global Note will be payable to The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, which will act as the common depositary for Clearstream Banking S.A. and Euroclear Bank SA/NV. The Global Notes will be executed by the Company and authenticated by the Trustee in accordance with the Indenture.
 
3

Filed as exhibits to this Current Report on Form 8-K are: (i) the Pricing Agreement; (ii) the Underwriting Agreement; (iii) the Series Terms Certificate Pursuant to the Indenture Relating to 0.183% Notes Due 2022, which was executed in accordance with the Indenture and which evidences the establishment of the terms and conditions of the 2022 Series in accordance with the Indenture; (iv) the Series Terms Certificate Pursuant to the Indenture Relating to 0.298% Notes Due 2024, which was executed in accordance with the Indenture and which evidences the establishment of the terms and conditions of the 2024 Series in accordance with the Indenture; (v) the Series Terms Certificate Pursuant to the Indenture Relating to 0.520% Notes Due 2027, which was executed in accordance with the Indenture and which evidences the establishment of the terms and conditions of the 2027 Series in accordance with the Indenture; (vi) the form of the 2022 Global Note; (vii) the form of the 2024 Global Note; (viii) the form of the 2027 Global Note; and (ix) the opinion of Andrews Kurth Kenyon LLP, counsel to the Company, regarding the legality of the Notes.
The Company is offering and selling the Notes under the Company’s Registration Statement on Form S-3ASR (File No. 333-201074) (the “Registration Statement”), which registration statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company’s debt securities. This Current Report on Form 8-K is being filed in connection with the offer and sale of the Notes as described herein and to file with the Commission, in connection with the Registration Statement, the documents and instruments attached hereto as exhibits.
Item 9.01. Financial Statements and Exhibits.
 
(d)	Exhibits	
The following documents are filed as exhibits to this Current Report on Form 8-K:

	 	1(a)	  	Pricing Agreement, dated July 6, 2017, between the Company and the Underwriters, together with the Underwriting Agreement, dated July 6, 2017, between the Company and the Underwriters	
			
	 	4(a)	  	Series Terms Certificate Pursuant to the Indenture Relating to 0.183% Notes Due 2022 of the Company	
			
	 	4(b)	  	Series Terms Certificate Pursuant to the Indenture Relating to 0.298% Notes Due 2024 of the Company	
			
	 	4(c)	  	Series Terms Certificate Pursuant to the Indenture Relating to 0.520% Notes Due 2027 of the Company	
			
	 	4(d)	  	Form of Global Note to represent the 0.183% Notes Due 2022 of the Company	
			
	 	4(e)	  	Form of Global Note to represent the 0.298% Notes Due 2024 of the Company	
			
	 	4(f)	  	Form of Global Note to represent the 0.520% Notes Due 2027 of the Company	
			
	 	5	  	Legality Opinion of Andrews Kurth Kenyon LLP, counsel to the Company, dated July 14, 2017	
 
4

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: July 14, 2017

WAL-MART STORES, INC.	
		
By:	 	/s/ Gordon Y. Allison	
	 	Name: Gordon Y. Allison	
	 	Title:   Vice President and Division General	
	 	            Counsel, Corporate, and Assistant Secretary	
 
5

INDEX TO EXHIBITS

Exhibit
Number	 	Description	
	
(d) Exhibits	
		
1(a)	 	Pricing Agreement, dated July 6, 2017, between the Company and the Underwriters, together with the Underwriting Agreement, dated July 6, 2017, between the Company and the Underwriters	
		
4(a)	 	Series Terms Certificate Pursuant to the Indenture Relating to 0.183% Notes Due 2022 of the Company	
		
4(b)	 	Series Terms Certificate Pursuant to the Indenture Relating to 0.298% Notes Due 2024 of the Company	
		
4(c)	 	Series Terms Certificate Pursuant the Indenture Relating to 0.520% Notes Due 2027 of the Company	
		
4(d)	 	Form of Global Note to represent the 0.183% Notes Due 2022 of the Company	
		
4(e)	 	Form of Global Note to represent the 0.298% Notes Due 2024 of the Company	
		
4(f)	 	Form of Global Note to represent the 0.520% Notes Due 2027 of the Company	
		
5	 	Legality Opinion of Andrews Kurth Kenyon LLP, counsel to the Company, dated July 14, 2017	
 
6

Exhibit 1(a)
EXECUTION VERSION
PRICING AGREEMENT
July 6, 2017
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, New York 10018
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
Wells Fargo Securities International Limited
One Plantation Place
30 Fenchurch Street
London EC3M 3BD
Standard Chartered Bank
One Basinghall Avenue
London EC2V 5DD
TD Securities (USA) LLC
31 West 52 nd Street
New York, New York 10019
The Bank of Nova Scotia, Hong Kong Branch
21 st Floor, Central Tower
28 Queen’s Road, Central Hong Kong
U.S. Bancorp Investments, Inc.
214 North Tryon Street, 26 th Floor
Charlotte, North Carolina 28202

Ladies and Gentlemen:
WAL-MART STORES, INC., a Delaware corporation (the “Company” or “Walmart”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated July 6, 2017 (the “Underwriting Agreement”), between the Company, on the one hand, and you, as parties which are signatories or deemed to be signatories to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”).
Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions were set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement (it being understood that each representation and warranty in Section 2 of the Underwriting Agreement that refers to the Pricing Prospectus or the Prospectus shall be deemed to be a representation or warranty as of the date of this Pricing Agreement in relation to the Pricing Prospectus or the Prospectus relating to the Designated Securities). Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to the Representatives named in Schedule II hereto (the “Representatives”). Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.
The Prospectus (including, for the avoidance of doubt, a prospectus supplement relating to the Designated Securities), in all material respects in the form heretofore delivered to you, is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amounts of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
 
2

If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company.

Very truly yours,	
	
WAL-MART STORES, INC.	
		
By:	 	/s/ Matthew Allen	
	 	Name:	 	Matthew Allen	
	 	Title:	 	Vice President – Finance & Assistant Treasurer	
[Signature Page to the Pricing Agreement]

					
Accepted as of the date hereof:	
	
GOLDMAN SACHS INTERNATIONAL	
		
By:	 	/s/ Lars Humble	
	 	Name:	 	Lars Humble	
	 	Title:	 	Managing Director	
[Signature Page to the Pricing Agreement]

					
Accepted as of the date hereof:	
	
MERRILL LYNCH INTERNATIONAL	
		
By:	 	/s/ Angus Reynolds	
	 	Name:	 	Angus Reynolds	
	 	Title:	 	Director	
[Signature Page to the Pricing Agreement]

Accepted as of the date hereof:

MUFG SECURITIES EMEA PLC	
		
By:	 	/s/ Trevor Kemp	
	 	Name:	 	Trevor Kemp	
	 	Title:	 	Authorised Signatory	
[Signature Page to the Pricing Agreement]

					
Accepted as of the date hereof:	
	
HSBC SECURITIES (USA) INC.	
		
By:	 	/s/ Luiz Lanfredi	
	 	Name:	 	Luiz Lanfredi	
	 	Title:	 	Vice President	
[Signature Page to the Pricing Agreement]

					
Accepted as of the date hereof:	
	
MORGAN STANLEY & CO. INTERNATIONAL PLC	

By:	 	/s/ Valentino Belgioioso	
	 	Name:	 	Valentino Belgioioso	
	 	Title:	 	Vice President	
[Signature Page to the Pricing Agreement]

					
Accepted as of the date hereof:	
	
WELLS FARGO SECURITIES INTERNATIONAL LIMITED	

By:	 	/s/ Alicia Reyes	
	 	Name:	 	Alicia Reyes	
	 	Title:	 	Director	
[Signature Page to the Pricing Agreement]

					
Accepted as of the date hereof:	
	
THE BANK OF NOVA SCOTIA, HONG KONG BRANCH	

By:	 	/s/ Irene Yim	
	 	Name:	 	Irene Yim	
	 	Title:	 	Director, Global Fixed Income	
[Signature Page to the Pricing Agreement]

					
Accepted as of the date hereof:	
	
STANDARD CHARTERED BANK	
		
By:	 	/s/ Spencer Maclean	
	 	Name:	 	Spencer Maclean	
	 	Title:	 	Managing Director	
	 		 	Head of Debt Capital Markets, Europe	
[Signature Page to the Pricing Agreement]

					
Accepted as of the date hereof:	
	
TD SECURITIES (USA) LLC	
		
By:	 	/s/ Michael Priore	
	 	Name:	 	Michael Priore	
	 	Title:	 	Director, Debt Capital Markets	
[Signature Page to the Pricing Agreement]

					
Accepted as of the date hereof:	
	
U.S. BANCORP INVESTMENTS, INC.	
		
By:	 	/s/ Douglas J. Fink	
	 	Name:	 	Douglas J. Fink	
	 	Title:	 	Managing Director	
[Signature Page to the Pricing Agreement]

SCHEDULE I

Underwriters	  	Principal
Amount of
0.183% Notes
Due 2022
to be Purchased	 	  	Principal
Amount of
0.298% Notes
Due 2024
to be Purchased	 	  	Principal
Amount of
0.520% Notes
Due 2027
to be Purchased	 	
Goldman Sachs International	  	¥	11,900,000,000	 	  	¥	6,800,000,000	 	  	¥	10,200,000,000	 	
Merrill Lynch International	  	 	11,900,000,000	 	  	 	6,800,000,000	 	  	 	10,200,000,000	 	
MUFG Securities EMEA plc	  	 	11,900,000,000	 	  	 	6,800,000,000	 	  	 	10,200,000,000	 	
HSBC Securities (USA) Inc.	  	 	7,700,000,000	 	  	 	4,400,000,000	 	  	 	6,600,000,000	 	
Morgan Stanley & Co. International plc	  	 	7,700,000,000	 	  	 	4,400,000,000	 	  	 	6,600,000,000	 	
Wells Fargo Securities International Limited	  	 	7,700,000,000	 	  	 	4,400,000,000	 	  	 	6,600,000,000	 	
Standard Chartered Bank	  	 	2,800,000,000	 	  	 	1,600,000,000	 	  	 	2,400,000,000	 	
TD Securities (USA) LLC	  	 	2,800,000,000	 	  	 	1,600,000,000	 	  	 	2,400,000,000	 	
The Bank of Nova Scotia, Hong Kong Branch.	  	 	2,800,000,000	 	  	 	1,600,000,000	 	  	 	2,400,000,000	 	
U.S. Bancorp Investments, Inc.	  	 	2,800,000,000	 	  	 	1,600,000,000	 	  	 	2,400,000,000	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
TOTAL	  	¥	70,000,000,000	 	  	¥	40,000,000,000	 	  	¥	60,000,000,000	 	
 
SCHEDULE I - Page 1

SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
0.183% Notes Due 2022 (the “2022 Notes”);
0.298% Notes Due 2024 (the “2024 Notes”); and
0.520% Notes Due 2027 (the “2027 Notes” and, together with the 2022 Notes and the 2024 Notes, the “Designated Securities”).
AGGREGATE PRINCIPAL AMOUNT:
In the case of the 2022 Notes, ¥70,000,000,000;
In the case of the 2024 Notes, ¥40,000,000,000; and
In the case of the 2027 Notes, ¥60,000,000,000.
PRICE TO PUBLIC:
In the case of the 2022 Notes, 100.000% of the principal amount of the 2022 Notes;
In the case of the 2024 Notes, 100.000% of the principal amount of the 2024 Notes; and
In the case of the 2027 Notes, 100.000% of the principal amount of the 2027 Notes;
in each case, plus accrued interest, if any, from July 18, 2017.
PURCHASE PRICE TO UNDERWRITERS:
In the case of the 2022 Notes, 99.650% of the principal amount of the 2022 Notes, plus accrued interest, if any, from July 18, 2017; and the selling concession shall be 0.210% and the reallowance concession shall be 0.100%, in each case, of the principal amount of the 2022 Notes; and
In the case of the 2024 Notes, 99.600% of the principal amount of the 2024 Notes, plus accrued interest, if any, from July 18, 2017; and the selling concession shall be 0.240% and the reallowance concession shall be 0.125%, in each case, of the principal amount of the 2024 Notes; and
In the case of the 2027 Notes, 99.550% of the principal amount of the 2027 Notes, plus accrued interest, if any, from July 18, 2017; and the selling concession shall be 0.270% and the reallowance concession shall be 0.125%, in each case, of the principal amount of the 2027 Notes.
 
SCHEDULE II - Page 1

INDENTURE:
Indenture, dated as of July 19, 2005, as supplemented by the First Supplemental Indenture, dated as of December 1, 2006, and the Second Supplemental Indenture, dated as of December 19, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee.
MATURITY:
In the case of the 2022 Notes, July 15, 2022;
In the case of the 2024 Notes, July 18, 2024; and
In the case of the 2027 Notes, July 16, 2027.
INTEREST RATE:
In the case of the 2022 Notes, 0.183% from and including July 18, 2017;
In the case of the 2024 Notes, 0.298% from and including July 18, 2017; and
In the case of the 2027 Notes, 0.520% from and including July 18, 2017.
INTEREST PAYMENT DATES:
In the case of the 2022 Notes, January 15 and July 15 of each year, beginning on January 15, 2018;
In the case of the 2024 Notes, January 18 and July 18 of each year, beginning on January 18, 2018; and
In the case of the 2027 Notes, January 16 and July 16 of each year, beginning on January 16, 2018.
INTEREST PAYMENT RECORD DATES:
In the case of the 2022 Notes, January 1 and July 1 of each year;
In the case of the 2024 Notes, January 4 and July 4 of each year; and
In the case of the 2027 Notes, January 2 and July 2 of each year.
REDEMPTION PROVISIONS:
No mandatory redemption provisions apply to any series of Designated Securities.
The Company may, at its option, redeem the Designated Securities of a series, in whole but not in part, upon the occurrence of certain events relating to U.S. taxation as described under the caption “Description of the Debt Securities–Redemption upon Tax Event” in the Prospectus dated December 19, 2014 (the “Base Prospectus”) and under the caption
 
SCHEDULE II - Page 2

“Description of the Notes–Redemption upon Tax Event” in the Prospectus Supplement dated the date hereof relating to the Designated Securities (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).
SINKING FUND PROVISIONS:
None.
PAYMENT OF ADDITIONAL AMOUNTS:
Applicable.
OTHER PROVISIONS:
As to be set forth in the Prospectus.
TIME OF DELIVERY:
10:00 a.m. (London time) on July 18, 2017, in the case of all of the Designated Securities, or such other time and date as the Representatives and the Company may agree upon in writing.
CLOSING LOCATION:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
CLOSING PROCEDURES:
The Designated Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global securities in book-entry form that will be registered in the name of a nominee of The Bank of New York Mellon acting through its London Branch, as the common depositary (the “Common Depositary”) for Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”). Payment of the purchase price shall be made by you on behalf of the Underwriters in (same day) funds in Japanese yen by wire transfer through a common depositary (“Common Depositary”) to the account specified by the Company against delivery of the Designated Securities, with any transfer taxes payable in connection with the initial sale of the Designated Securities duly paid by the Company except to the extent that such taxes were imposed due to the failure of an Underwriter, upon the request of the Company, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such taxes. The Company will cause the certificates representing the Designated Securities to be made available to Goldman Sachs International, Merrill Lynch International and MUFG Securities EMEA plc for review at least twenty-four hours prior to the Time of Delivery.
The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 of the Underwriting Agreement (as amended hereby), including the cross-receipt for the Designated Securities and any additional documents requested by the Underwriters, will be delivered at the Closing Location specified above, and the Securities will
 
SCHEDULE II - Page 3

be delivered at the office of the Common Depositary, all at the Time of Delivery. Final drafts of the documents to be delivered pursuant to the preceding sentence will be made available for review by the parties hereto on the Business Day next preceding the Time of Delivery. “Business Day” as used in this paragraph shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City, London, England, or Tokyo, Japan are generally authorized or obligated by law or executive order to close.
 
SCHEDULE II - Page 4

NAMES AND ADDRESSES OF REPRESENTATIVES:
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, New York 10018
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
Wells Fargo Securities International Limited
One Plantation Place
30 Fenchurch Street
London EC3M 3BD
Standard Chartered Bank
One Basinghall Avenue
London EC2V 5DD
TD Securities (USA) LLC
31 West 52 nd Street
New York, New York 10019
The Bank of Nova Scotia, Hong Kong Branch
21 st Floor, Central Tower
28 Queen’s Road, Central Hong Kong
U.S. Bancorp Investments, Inc.
214 North Tryon Street, 26 th Floor
Charlotte, North Carolina 28202
 
SCHEDULE II - Page 5

ADDRESSES FOR NOTICES:
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
Attention: Syndicate Desk
Tel.: +44 20 7774 1000
Fax: +44 20 7774 2330
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
Attention: High Grade Debt Capital Markets Transaction Management/Legal
Fax: +1 (212) 901-7881
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
Attention: Legal – Capital Markets
Email: Legal.DECM@int.sc.mufg.jp
Tel.: +44 20 7628 5555
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, New York 10018
Attention: Transaction Management Americas
Tel.: +1 (866) 811-8049
Fax: +1 (212) 525-0238
Email: tmg.americas@us.hsbc.com
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
Attention: Head of Transaction Management Group, Global Capital Markets
Tel.: +44 20 7677 7799
Fax: +44 20 7056 4984
Email: tmglondon@morganstanley.com
Wells Fargo Securities International Limited
One Plantation Place
30 Fenchurch Street
London EC3M 3BD
Attention: DCM & Syndicate
Tel.: +44 20 7149 8481
Fax: +44 20 7149 8395
Email: DCMLondon@wellsfargo.com
 
SCHEDULE II - Page 6

Standard Chartered Bank
One Basinghall Avenue
London EC2V 5DD
Attention: Debt Capital Markets
Tel.: +44 207 885 2363
Fax: +44 207 885 8095
Email: USPrimaryDebt@sc.com
TD Securities (USA) LLC
31 West 52 nd Street
New York, New York 10019
Attention: Elsa Wang
Tel.: +1 (212) 827-6972
Email: ustmg@tdsecurities.com
The Bank of Nova Scotia, Hong Kong Branch
21 st Floor, Central Tower
28 Queen’s Road, Central Hong Kong
Attention: Fixed Income, Origination
Tel.: +852 2861 4746
Fax: +852 2861 4821
U.S. Bancorp Investments, Inc.
214 North Tryon Street, 26 th Floor
Charlotte, North Carolina 28202
Attention: Investment Grade Syndicate
Tel.: +1 (877) 558-2607
Fax: +1 (704) 335-2393
APPLICABLE TIME
(For purposes of Sections 2(a), 2(d) and 8(c) of the Underwriting Agreement):
9:00 p.m. (New York City time) on July 6, 2017, in the case of all the Designated Securities.
LIST OF FREE WRITING PROSPECTUSES
(Pursuant to Section 2(f) of Underwriting Agreement):
Final Term Sheet, dated July 6, 2017, in the form agreed between the Company and the Representatives.
 
SCHEDULE II - Page 7

OTHER MATTERS:
 
 	(A)	In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter hereby represents and agrees 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 Designated Securities to the public in that Relevant Member State other than:	
 
 	a.	to any legal entity which is a qualified investor as defined in the Prospectus Directive;	
 
 	b.	to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter for any such offer; or	
 
 	c.	in any other circumstances falling within Article 3(2) of the Prospectus Directive;	
provided that no such offer of Designated Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Designated Securities to the public” in relation to any Designated Securities 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 Designated Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Designated Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State; and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
 
 	(B)	Each Underwriter hereby represents and agrees 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, as amended (the “FSMA”)) received by it in connection with the issue or sale of the Designated Securities in circumstances in which Section 21(1) of the FSMA would not apply to the Company; 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 Designated Securities in, from or otherwise involving the United Kingdom.	
 
 	(C)	Each Underwriter hereby represents and agrees that it has not offered or sold, and will not offer or sell, any Designated Securities in Hong Kong 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 (Winding Up and Miscellaneous Provisions) 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 (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws	
 
SCHEDULE II - Page 8

 	of Hong Kong), and no advertisement, invitation or document relating to the Designated Securities 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 Designated Securities 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.	
 
 	(D)	The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange Law”) and each Underwriter hereby represents and agrees that (i) it will not offer or sell any Designated Securities, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of 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, or for the benefit of, a resident of Japan, except through a solicitation constituting a “solicitation targeting QIIs”, as defined in Article 23-13, Paragraph 1 of the Financial Instruments and Exchange Law, which will be exempt from the registration requirements of the Financial Instruments and Exchange Law, and otherwise in compliance with the Financial Instrument and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time; and (ii) it will cause a copy of the Prospectus Supplement (or other forms of notice as agreed between the Company and the Underwriters, which states that the Designated Securities may not be transferred to any other person unless such person is a “qualified institutional investor” as defined in the Cabinet Ordinance Concerning Definitions under Article 2 of the Financial Instruments and Exchange Law of Japan (Ordinance No. 14 of 1993 of the Ministry of Finance of Japan, as amended)), to be furnished to each person acquiring the Designated Securities.	
 
 	(E)	Each Underwriter hereby represents and agrees that the Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter has not offered or sold any Designated Securities or caused such Designated Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell such Designated Securities or cause such Designated Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such Designated Securities, 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 pursuant to Section 275(1), 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 Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited	
 
SCHEDULE II - Page 9

 	investor (as defined in Section 4A of the SFA)) 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 of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA, except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), or any person arising from an offer referred to in Section 275(1A), or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.	
 
 	(F)	The Designated Securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations . Any resale of the Designated Securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.	
 
 	(G)	Each Underwriter hereby represents and agrees that it has not offered, sold or delivered and will not offer, sell or deliver any of the Designated Securities directly or indirectly or distribute the Pricing Prospectus, the Prospectus or any other offering material relating to the Designated Securities 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 the Company except as set forth in the Underwriting Agreement and the Pricing Agreement.	
 
 	(H)	The Underwriters hereby severally confirm, and the Company hereby acknowledges, that the sole information furnished in writing to the Company by, or on behalf of, the Underwriters specifically for inclusion in the Prospectus Supplement is as follows:	
 
SCHEDULE II - Page 10

 	(1)	the names of the Underwriters on the front and back cover pages of the Prospectus Supplement;	
 
 	(2)	the third paragraph of text under the caption “Underwriting” in the Prospectus Supplement concerning certain terms of the offering by the Underwriters;	
 
 	(3)	the sixth paragraph of text under the caption “Underwriting” in the Prospectus Supplement concerning stabilization, overallotment and related activities by the Underwriters;	
 
 	(4)	the seventh paragraph of text under the caption “Underwriting” in the Prospectus Supplement relating to market-making activities by the Underwriters; and	
 
 	(5)	each Underwriter which is not an SEC-registered broker-dealer as to itself, the ninth paragraph of text under the caption “Underwriting” in the Prospectus Supplement relating to certain sales through SEC-registered broker-dealers.	
 
 	(I)	[Intentionally blank]	
 
 	(J)	In addition to the representations and warranties made by the Company in Section 2 of the Underwriting Agreement, the Company represents and warrants to, and agrees with, each of the Underwriters that:	
 
 	(1)	The Company has not issued any securities of the same or a similar class as the Designated Securities in Japan, the offering of which subjects the Company to continuous disclosure obligations under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as amended).	
 
 	(K)	Section 8 of the Underwriting Agreement is hereby amended as follows:	
 
 	(1)	In addition to the opinions specified in clause 8(c), Andrews Kurth Kenyon LLP, counsel for the Company, shall have furnished to the Representatives their written opinion addressed to the Underwriters, dated the Time of Delivery for the Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:	
(xvii) the Paying Agency Agreement relating to the Designated Securities has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
 
SCHEDULE II - Page 11

 	(2)	Clause 8(g) of the Underwriting Agreement is hereby deleted and the following text is substituted therefor:	
(g) On or after the date of the Pricing Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Tokyo Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange or the Tokyo Stock Exchange; (iii) a general moratorium on commercial banking activities in New York declared by either U.S. federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States or a general moratorium on commercial banking activities in Tokyo declared by Japanese authorities or a material disruption in commercial banking or securities settlement or clearance services in the Japan States; or (iv) the outbreak or escalation of hostilities involving the United States or Japan or the declaration by the United States or Japan of a national emergency or war if the effect of any such event specified in this clause (iv), in the judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus;
 
 	(3)	In addition to the conditions set forth in Section 8 of the Underwriting Agreement the obligations of the Underwriters of Designated Securities under the Pricing Agreement shall be subject, in the discretion of the Representatives, to the condition that Anderson Mori & Tomotsune, Japanese counsel for the Company, shall have furnished to the Representatives their opinion addressed to the Underwriters, dated the Time of Delivery for the Designated Securities, in form and substance satisfactory to the Representatives, to the effect that, based on the examinations and assumptions and subject to the qualifications and limitations described in such counsel’s opinion:	
(1) The offer and sale of the Designated Securities by the Company to the Underwriters or the reoffer and resale of the Designated Securities by the Underwriters to the initial purchasers therefrom solely in the manner contemplated by the Prospectus Supplement do not require (i) registration under the Financial Instruments and Exchange Law or (ii) a filing by the Company with the Ministry of Finance of Japan (except for the ex-post facto reports in connection with the issue and offering of the Designated Securities under the Foreign Exchange and Foreign Trade Law of Japan (Law No. 228 of 1949 of Japan, as amended)); and
 
SCHEDULE II - Page 12

(2) Assuming that none of the global securities and the certificated notes will be issued in Japan and the Pricing Agreement and the Underwriting Agreement have not been executed in Japan, no stamp taxes or other similar taxes or duties are payable in Japan by the Underwriters in connection with the execution and delivery of the Pricing Agreement or the Underwriting Agreement or the issue and sale of the Designated Securities solely in the manner contemplated by the Prospectus Supplement, the Pricing Agreement and the Underwriting Agreement.
 
 	(L)	The Underwriting Agreement is hereby amended by adding the following text after Section 21:	
 
 	(22)	Contractual Recognition of Bail-In . Notwithstanding any other term of this Underwriting Agreement or any other agreements, arrangements or understanding between the Underwriters that are subject to Bail-in Legislation (as defined below) (together, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: (i) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “Relevant Resolution Authority”) in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) of such Covered EU Banks to the Company under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (a) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (b) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (c) the cancellation of the BRRD Liability; or (d) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. For purposes of this Section 2(q), “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/.	
 
SCHEDULE II - Page 13

WAL-MART STORES, INC.
DEBT SECURITIES
UNDERWRITING AGREEMENT
July 6, 2017
The Underwriters Listed on Schedule I
to the applicable Pricing Agreement (as defined herein)
Ladies and Gentlemen:
From time to time WAL-MART STORES, INC., a Delaware corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each, a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).
The terms of any particular issuance of Designated Securities and the rights of the holders of such Designated Securities shall be as specified in the applicable Pricing Agreement and in or pursuant to the indenture (the “Indenture”) identified in such Pricing Agreement. References in this Agreement to “the Pricing Agreement” are to the applicable Pricing Agreement relating to the particular issuance and sale of Designated Securities specified therein.
1. Introduction . Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any Underwriter to purchase any of the Securities. The obligation of the Company to issue and sell any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. The Pricing Agreement shall specify, with respect to the purchase and sale of the Designated Securities pursuant thereto, (a) in Schedule I thereto (i) the names of the Underwriters of the Designated Securities and (ii) the principal amount of Designated Securities to be purchased by each Underwriter at the Time of Delivery (as defined in Section 4 hereof) and (b) in Schedule II thereto (i) the title or titles of the Designated Securities, (ii) the aggregate principal amount or amounts of the Designated Securities, (iii) the price or prices of the Designated Securities to the public, (iv) the purchase price or prices of the Designated Securities to the Underwriters, and, to the extent applicable, any selling concession or concessions and reallowance concession or concessions applicable to the Underwriters and dealers, as the case may be, (v) specified funds, if not immediately available funds, for payment of the purchase price for the Designated Securities, (vi) the title of the Indenture under which the

Designated Securities are being issued, (vii) the maturity or maturities of the Designated Securities, (viii) the interest rate or rates of the Designated Securities or the manner in which the interest rate or rates are to be determined, (ix) the interest payment dates of the Designated Securities, (x) the record dates for the payment of interest on the Designated Securities, (xi) the redemption provisions, if any, of the Designated Securities, (xii) the sinking fund provisions, if any, of the Designated Securities, (xiii) the Time of Delivery, (xiv) the closing location with respect to the closing of the sale of the Designated Securities pursuant to this Agreement and the Pricing Agreement, (xv) the name or names and address or addresses of the Representatives of the Underwriters, (xvi) such other terms, conditions and other provisions of the Designated Securities as are established in accordance with the Indenture and (xvii) such other terms, conditions and other provisions that supplement, amend or modify this Agreement with respect to the Designated Securities or the Indenture. The Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and the Pricing Agreement shall be several and not joint.
2. Representations, Warranties and Agreements of the Company . The Company represents and warrants to, and agrees with, each of the Underwriters that:
(a) An “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) in respect of the Securities (File No. 333-201074) has been filed on Form S-3 with the Securities and Exchange Commission (the “Commission”); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement but including all documents incorporated by reference in each prospectus contained therein, delivered to the Representatives for each of the other Underwriters, became effective under the Securities Act upon filing with the Commission; no other document with respect to such registration statement or any such document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission except for (i) any prospectuses, preliminary prospectus supplements, prospectus supplements, documents incorporated by reference therein and final term sheets constituting issuer free writing prospectuses for purposes of Rule 433 under the Securities Act previously filed in connection with the offer and sale of Securities (other than the Designated Securities) pursuant to such registration statement, (ii) any prospectus and preliminary prospectus supplement relating to the Designated Securities and (iii) any other documents identified in the Pricing Agreement with respect to the Designated Securities; no stop order suspending the effectiveness of such registration statement or any post-effective amendment thereto has been issued, no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto for the registration of the offer and sale of the Securities by the Company pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission prior to or on the date of the Pricing Agreement relating to the Designated Securities, being hereinafter called the “Base Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Designated Securities
 
2

filed with the Commission pursuant to Rule 424(b) under the Securities Act, being hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto (other than the Form T-1 of The Bank of New York Mellon Trust Company, N.A.) and any prospectus supplement relating to the Designated Securities that is filed with the Commission and deemed by Rule 430B under the Securities Act to be part of such registration statement, each at the time such part of such registration statement became effective, being hereinafter called the “Registration Statement”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined in Section 2(d) hereof), including, without limitation, any Preliminary Prospectus relating to the Designated Securities, being hereinafter called the “Pricing Prospectus”; the form of the final prospectus (including the final prospectus supplement) relating to the Designated Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 5(a) hereof being hereinafter called the “Prospectus”; any reference herein to the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such prospectus; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such prospectus under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such prospectus; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report on Form 10-K of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date of the Registration Statement and that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” (as defined in Rule 433(h) under the Securities Act) relating to the Designated Securities being hereinafter referred to as an “Issuer Free Writing Prospectus”);
(b) The documents incorporated by reference in the Pricing Prospectus and the Prospectus or any amendment or supplement thereto, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use therein;
 
3

(c) The Registration Statement and the Pricing Prospectus conform, and the Prospectus and any further post-effective amendments to the Registration Statement and the Prospectus will conform, as of the date on which they become effective or are filed with the Commission, as the case may be, in all material respects to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder, and do not and will not, as of the applicable effective dates as to the Registration Statement and any post-effective amendments thereto, as of the applicable filing date as to the Pricing Prospectus and as of the applicable filing date and the Time of Delivery as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use therein;
(d) The Pricing Prospectus, together with the pricing terms for the offering of the Designated Securities and the terms and conditions of the Designated Securities specified in the Final Term Sheet (as defined in Section 5(a) hereof) prepared and filed pursuant to Section 5(a) hereof, did not, as of the time and date designated in the Pricing Agreement as the “Applicable Time” (which the Company and the Representatives have agreed is, as to the issue and sale of the Designated Securities, immediately prior to the time when sales of the Designated Securities to the public are to be first confirmed orally or in writing), contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use therein;
(e) The Company has been, since the initial filing of the Registration Statement, and continues to be a “well-known seasoned issuer” and has not been, since such filing of the Registration Statement, and continues not to be an “ineligible issuer” (as such terms are defined in Rule 405 under the Securities Act); and the Company is not the subject of a pending proceeding under Section 8A of the Securities Act;
(f) The Company has not made (other than, if applicable, as listed on Schedule II to the Pricing Agreement), and will not make (other than the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof with respect to the Designated Securities), any offer relating to the Designated Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), without the prior consent of the Representatives; the Company will comply with the requirements of Rule 433 under the Securities Act with respect to any such free writing prospectus; any such free writing prospectus will not, as of its issue date and through the Time of Delivery for such Designated Securities, include any information that conflicts with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; and any such free writing prospectus, when taken together with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, did not, when issued
 
4

or filed pursuant to Rule 433 under the Securities Act, and does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(g) Neither the Company nor any of the corporations, companies or other entities of which the Company owns, directly or indirectly, a majority of the outstanding equity interests or which the Company otherwise controls (collectively, the “Subsidiaries”) has sustained, since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus and the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that was or is material to the general affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its Subsidiaries considered as one enterprise, otherwise than as set forth in the Pricing Prospectus; and, since the respective dates as of which information is given in the Pricing Prospectus and the Prospectus, there has not been any material change in the capital stock or long-term debt of the Company and its Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its Subsidiaries considered as one enterprise, otherwise than as set forth in the Pricing Prospectus and the Prospectus;
(h) The Company and its Subsidiaries have all ownership rights in all of the real property and all of the personal property owned by them, in each case free and clear of all liens, encumbrances and defects in title except such as are described in the Pricing Prospectus and the Prospectus or such as do not, individually or in the aggregate, materially and adversely affect the general affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its Subsidiaries considered as one enterprise and do not interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries; and any real property and buildings held under lease or equivalent agreement by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases or equivalent agreements with such exceptions as do not, individually or in the aggregate, materially and adversely affect the general affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its Subsidiaries considered as one enterprise;
(i) The Company and its Subsidiaries own or possess, or can acquire on reasonable terms, adequate trademarks, service marks and trade names necessary to conduct the business now operated by them, and neither the Company nor any of its Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any trademarks, service marks or trade names that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the general affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its Subsidiaries considered as one enterprise;
 
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(j) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus and the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each Subsidiary of the Company has been duly incorporated, organized or formed and is validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation, organization or formation;
(k) The Company has an authorized capitalization as set forth in the Pricing Prospectus and the Prospectus; all of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable; and all of the issued shares of capital stock or equivalent equity interests of each Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and nonassessable or are assessable for amounts of additional capital not material to the Company and its Subsidiaries considered as one enterprise and are owned directly or indirectly by the Company, except as set forth in the Pricing Prospectus and the Prospectus and except that, as of the date hereof, the Company owns, directly or indirectly, more than a majority, but less than all, of the issued and outstanding shares of capital stock or equivalent equity interests in Massmart Holdings Ltd., Wal-Mart de Mexico, S.A.B. de C.V., Walmart Chile, S.A., the corporations through which the Company conducts a portion of its business in China, entities in which less than 1% of the outstanding shares or beneficial interests of such entities are held by persons in order for the entities to comply with applicable laws or to qualify for a particular treatment under applicable laws, and certain other of its Subsidiaries as to which the minority interests therein are not material to the operations of the Company and its Subsidiaries considered as one enterprise; and the shares of capital stock or equivalent equity interests of the Subsidiaries owned by the Company are free and clear of all liens, encumbrances, equities or claims, except as set forth in the Pricing Prospectus and the Prospectus and except as do not, individually or in the aggregate, materially and adversely affect the general affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its Subsidiaries considered as one enterprise;
(l) The Designated Securities have been duly authorized, and, when such Designated Securities are issued and delivered pursuant to this Agreement and the Pricing Agreement, such Designated Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and entitled to the benefits provided by the Indenture; the Indenture has been duly authorized,
 
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executed and delivered, and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Designated Securities will conform, to the descriptions thereof contained in the Pricing Prospectus (taken together with the Final Term Sheet) and the Prospectus;
(m) This Agreement has been duly authorized, executed and delivered, and the Pricing Agreement will be duly authorized, executed and delivered on the date thereof, by the Company;
(n) The issue and sale of the Designated Securities and the compliance by the Company with all of the provisions of the Designated Securities, the Indenture, this Agreement and the Pricing Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which (i) the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject or (ii) any of the Company’s Subsidiaries is a party or by which any of its Subsidiaries is bound or to which any of the property or assets of any of its Subsidiaries is subject, which conflict, breach, violation or default, in the case of this clause (ii) (but not clause (i)), would materially and adversely affect the general affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its Subsidiaries considered as one enterprise, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, each as amended to date, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Pricing Agreement or the Indenture, except (i) such as have been, or will have been prior to the Time of Delivery, obtained under the Securities Act and the Trust Indenture Act, (ii) such, if any, as have been, or will have been prior to the Time of Delivery, obtained under securities laws and regulations of the European Union or any foreign country to which the Company is, has or will become subject due to actions taken, or omitted, by the Company or by the Underwriters with the knowledge of the Company and (iii) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or “Blue Sky” laws in connection with the purchase and distribution of the Designated Securities by the Underwriters;
(o) Other than as set forth in the Pricing Prospectus and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is the subject that, if determined adversely to the Company or any of its Subsidiaries, would, individually or in the aggregate, have a material adverse effect on the general
 
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affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its Subsidiaries considered as one enterprise; and, other than as set forth in the Pricing Prospectus and the Prospectus, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or others; and
(p) Ernst & Young LLP, which has audited and reported on certain financial statements of the Company and its Subsidiaries and the Company’s internal control over financial reporting, is an independent registered public accounting firm with respect to the Company and its Subsidiaries as required by the Securities Act and the Exchange Act and the rules and regulations of the Commission and the Public Company Accounting Oversight Board.
For purposes of this Section 2 as well as for Section 8 hereof, references to “the Pricing Prospectus and the Prospectus” are to each of such prospectuses as a separate or stand-alone document (and not the two such prospectuses taken together), so that representations, warranties, agreements, conditions and legal opinions will be made, given or measured independently in respect of each of the Pricing Prospectus and the Prospectus.
3. Offer and Sale of Designated Securities . Upon the execution of the Pricing Agreement applicable to the Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Prospectus.
4. Payment and Settlement for Designated Securities . Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement, in definitive form to the extent practicable, and in such authorized denominations and registered in such name or names as the Representatives may request upon at least twenty-four hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives, against payment by such Underwriter or on its behalf of the purchase price therefor by one or more wire transfers in immediately available funds (or such other funds as specified in the Pricing Agreement), payable to the order of the Company, all at the place and time and date specified in the Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery” for such Designated Securities.
5. Further Agreements of the Company . The Company agrees with each of the Underwriters of any Designated Securities:
(a) (i) To prepare the Prospectus in relation to the Designated Securities in a form approved by the Representatives and to file the Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement or, if applicable, such earlier time as may be required by Rule 424(b) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or the Prospectus after the date of the Pricing Agreement relating to the Designated Securities and prior to the Time of Delivery for the Designated Securities that shall be disapproved by the Representatives promptly after reasonable notice thereof ( provided, however , this
 
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clause (ii) shall, in the case of any periodic or current report or proxy statement that the Company is required to file pursuant to Section 13(a), 13(c), 14 or Section 15(d) under the Exchange Act prior to or at the Time of Delivery, apply to the extent practicable in the light of the circumstances); (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and for so long thereafter as the delivery of a prospectus is required in connection with the offering or sale of such Designated Securities (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act), and to furnish the Representatives with copies thereof; (iv) to prepare a final term sheet (the “Final Term Sheet”), containing solely a description of the Designated Securities in the form agreed between the Company and the Representatives and to file the Final Term Sheet pursuant to Rule 433(d) under the Securities Act within the time period prescribed by such Rule; (v) to file within the time period prescribed by Rule 433(d) under the Securities Act, all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Securities Act; (vi) to file by the filing deadlines prescribed by the Exchange Act and the rules thereunder, all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Designated Securities, and during such period to advise the Representatives promptly after it files any post-effective amendment to the Registration Statement of the time when such post-effective amendment to the Registration Statement has been filed and becomes effective or promptly after it files any amendment or supplement to the Prospectus or any amended Prospectus, of the time when it files such amendment or supplement to the Prospectus or any amended Prospectus with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Designated Securities, of the suspension of the qualification of the Designated Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, of the receipt from the Commission of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act for the registration of the offer and sale of the Designated Securities, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information relating to the Registration Statement, the Prospectus or any amendment or supplement thereto or the offer and sale of the Designated Securities; and (vii) in the event of the issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Designated Securities or suspending any such qualification, or of any such notice of objection, to use promptly its reasonable best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Designated Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Designated Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction (it being recognized that, solely for purposes of this Section 5(b),
 
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the Company shall not be required by the Representatives, without its consent, to subject itself to any securities laws or regulations of the European Union, or of any foreign country, to which the Company was not subject immediately prior to the offering and sale of such Designated Securities);
(c) To furnish the Underwriters with copies of the Prospectus in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required at any time in connection with the offering or sale of the Designated Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance;
(d) To make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158 under the Securities Act);
(e) During the period beginning from the date of the Pricing Agreement and continuing to and including the Time of Delivery for the Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company that mature more than one year after such Time of Delivery and that are substantially similar to such Designated Securities, without the prior written consent of the Representatives;
(f) To furnish to the holders of the Designated Securities, upon such holders’ request, as soon as practicable after the end of each fiscal year, an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries certified by an independent registered public accounting firm) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), consolidated summary financial information of the Company and its Subsidiaries for such quarter in reasonable detail;
 
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(g) During a period of five years from the effective date of the Registration Statement, to furnish to the Representatives copies of all periodic or current reports or other communications (financial or other) of the Company furnished to its shareholders, and deliver to the Representatives (i) as soon as they are available, copies of any periodic or current reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Designated Securities or any class of securities of the Company is listed ( provided, however, that the Company shall be deemed to have furnished and delivered such documents if and when such documents are available through the Commission’s EDGAR System on the Commission’s website); and (ii) such additional information concerning the business and financial condition of the Company as the Representatives may from time to time reasonably request (such financial information and statements to be on a consolidated basis in reports furnished to its shareholders generally or to the Commission);
(h) To pay the required Commission registration fees relating to the Designated Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act;
(i) If required by Rule 430B(h) under the Securities Act, to prepare a prospectus in a form approved by the Representatives and to file such prospectus pursuant to Rule 424(b) under the Securities Act not later than is required by such Rule; and to make no further amendment or supplement to such prospectus that shall be disapproved by the Representatives promptly after reasonable notice thereof; and
(j) To use the net proceeds received by it from the sale of the Designated Securities pursuant to this Agreement and the Pricing Agreement in the manner specified in the Prospectus, including in any supplement thereto, relating to the offer and sale of such Designated Securities.
6. Representations, Warranties and Agreements of the Underwriters . Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that:
(a) Such Underwriter has not made, and will not make (other than as permitted by Section 6(b) hereof), any offer relating to the Designated Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), without the prior consent of the Company and the Representatives;
(b) Such Underwriter has not used, and will not use, any free writing prospectus that contains the final terms of the Designated Securities unless such terms have previously been included in a free writing prospectus filed with the Commission in accordance with Rule 433 under the Securities Act, without the prior consent of the Company and the Representatives; provided, however, that each of the Underwriters may use a term sheet relating to the Designated Securities containing customary information not inconsistent with the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof without the prior consent of the Company or the Representatives; and
 
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(c) Such Underwriter is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Designated Securities and will promptly notify the Company if any such proceeding against it with respect to any offering of the Designated Securities is initiated during such period in which, in the opinion of counsel for the Underwriters, a prospectus relating to the Designated Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sale of the Designated Securities by any Underwriter or any dealer.
7. Payment of Expenses . The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus and amendments and supplements thereto, and any Issuer Free Writing Prospectus, and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Pricing Agreement, the Indenture, any “Blue Sky” and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof (including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the “Blue Sky” and legal investment surveys); (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any indenture trustee and any agent of any Trustee and the fees and disbursements of counsel for any indenture trustee in connection with the Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 7. It is understood, however, that, except as provided in this Section 7, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expenses including the fees of their counsel, transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.
8. Conditions of the Underwriters’ Obligations . The obligations of the Underwriters of Designated Securities under the Pricing Agreement shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company in or incorporated by reference in the Pricing Agreement are, at and as of the Time of Delivery for such Designated Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act and in accordance with Section 5(a) hereof; the Final Term Sheet contemplated by Section 5(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433 under the Securities Act; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, no proceeding for that purpose shall have been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of the Registration
 
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Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act for the registration of the offer and sale of the Designated Securities shall have been received by the Company; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;
(b) Simpson Thacher & Bartlett LLP, counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions addressed to the Underwriters, dated the Time of Delivery for the Designated Securities, with respect to the incorporation of the Company, the validity of the Indenture, the Designated Securities, the Registration Statement, the Pricing Prospectus and the Prospectus and other related matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters;
(c) Andrews Kurth Kenyon LLP, counsel for the Company, shall have furnished to the Representatives their written opinion addressed to the Underwriters, dated the Time of Delivery for the Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:
(i) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus and the Prospectus;
(ii) The Company has an authorized capitalization as set forth in the Pricing Prospectus and the Prospectus; and, to the best knowledge of such counsel, all of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable;
(iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause (iii) upon opinions of local counsel and, in respect of matters of fact, upon certificates of or information made publicly available by public officials and officers of the Company, provided that such counsel shall state that such counsel believes that both the Representatives and such counsel are justified in relying upon such opinions and certificates and the Representatives are entitled to rely upon such opinions);
(iv) Each “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X under the Securities Act) of the Company incorporated or organized under the laws of the United States or any state thereof is validly existing in good standing under the laws of its jurisdiction of incorporation or organization; and all of the issued and outstanding shares of capital stock or other
 
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equity interests of each such significant subsidiary have been duly and validly authorized and issued, are fully paid and nonassessable, and (except for directors’ qualifying shares and except as otherwise set forth in the Pricing Prospectus and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause (iv) upon certificates of public officials and, in respect of the identity of the significant subsidiaries of the Company and matters of fact, upon certificates of the Company or officers of the Company or its Subsidiaries, provided that such counsel shall state that such counsel believes that both the Representatives and such counsel are justified in relying upon such opinions and certificates and the Representatives are entitled to rely upon such opinions);
(v) To the best knowledge of such counsel and other than as set forth in the Pricing Prospectus and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is the subject that, if determined adversely to the Company or any of its Subsidiaries, would, individually or in the aggregate, have a material adverse effect on the general affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its Subsidiaries considered as one enterprise; and, to the best knowledge of such counsel, no such proceedings are threatened or contemplated by governmental authorities or others;
(vi) This Agreement and the Pricing Agreement have been duly authorized, executed and delivered by the Company;
(vii) The Designated Securities have been duly authorized, executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and entitled to the benefits provided by the Indenture; and the Designated Securities and the Indenture conform in all material respects to the descriptions thereof in the Pricing Prospectus (taken together with the Final Term Sheet) and the Prospectus;
(viii) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act;
(ix) The issue and sale of the Designated Securities and the compliance by the Company with all of the provisions of the Designated Securities, the Indenture, this Agreement and the Pricing Agreement, and the consummation of the transactions herein and therein contemplated, will not conflict with or result in
 
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a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such actions result in any violation of the provisions of the Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, as then amended, or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties;
(x) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Pricing Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or “Blue Sky” laws in connection with the purchase and distribution of the Designated Securities by the Underwriters;
(xi) The documents incorporated by reference in the Pricing Prospectus and the Prospectus or any amendment or supplement thereto made prior to the Time of Delivery (other than the financial statements and related schedules and any other financial data included or incorporated by reference therein, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder;
(xii) The Registration Statement, the Pricing Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus listed on Schedule II to the Pricing Agreement, and the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and any other financial data included or incorporated by reference therein, as to which such counsel need express no opinion), complied, as of the most recent effective date determined in accordance with Rule 430B under the Securities Act (in the case of the Registration Statement or any such further amendment thereto) or as of its issue date (in the case of the Pricing Prospectus, the Final Term Sheet, any such other Issuer Free Writing Prospectus, the Prospectus or any such further supplement thereto), as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations thereunder as in effect on such dates;
(xiii) To the best of such counsel’s knowledge, there is no amendment to the Registration Statement that is required to be filed and no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Pricing Prospectus or the Prospectus or required to be described in the Registration Statement or the Prospectus that are not so filed or incorporated by reference or described;
 
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(xiv) The statements made in any tax consequences or tax considerations sections in the Pricing Prospectus and the Prospectus, and in any amendment or supplement thereto, insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects;
(xv) The Registration Statement has become effective under the Securities Act; the Prospectus, together with all amendments and supplements thereto, relating to the Designated Securities was filed within the prescribed time periods pursuant to Rule 424(b) under the Securities Act; the Final Term Sheet and any other Issuer Free Writing Prospectus listed on Schedule II to the Pricing Agreement was filed with the Commission within the prescribed time periods pursuant to Rule 433 under the Securities Act; and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued or proceeding for such purpose or pursuant to Section 8A of the Securities Act has been instituted or threatened by the Commission, and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto for the registration of the offer and sale of the Designated Securities pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and
(xvi) None of the Company and its significant subsidiaries that are incorporated or organized under the laws of the United States or a state thereof is an “investment company” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.
In addition, in such opinion or in a separate letter such counsel shall state that such counsel has no reason to believe that (A) as of its applicable effective dates, the Registration Statement or any further amendment thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and any other financial data included or incorporated by reference therein, as to which such counsel need express no belief) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) as of its issue date, the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and any other financial data included or incorporated by reference therein, as to which such counsel need express no belief) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, (C) as of the Applicable Time, the Pricing Prospectus (other than the financial statements and related schedules and any other financial data included or incorporated by reference therein, as to which such counsel need express no belief), taken together with the Final Term Sheet and any other Issuer Free Writing Prospectus listed on Schedule II to the Pricing Agreement, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (D) as of the Time of Delivery, none of the Registration Statement, the Prospectus and any further
 
16

amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules and any other financial data included or incorporated by reference therein, as to which such counsel need express no belief) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading or (E) any of the documents incorporated by reference in the Pricing Prospectus and the Prospectus or any amendment or supplement thereto prior to the Time of Delivery (other than the financial statements and related schedules and any other financial data included or incorporated by reference therein, as to which such counsel need express no belief), when such document or amendment or supplement, as the case may be, was filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading;
(d) At the Time of Delivery for the Designated Securities, Ernst & Young LLP shall have furnished to the Representatives a “comfort” letter or letters dated such Time of Delivery as to such matters as the Representatives may reasonably request and in form and substance satisfactory to the Representatives;
(e) (i) Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus and the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Pricing Prospectus and the Prospectus, which loss or interference would have a material adverse effect on the general affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its Subsidiaries considered as one enterprise and (ii) since the dates as of which information is given in the Pricing Prospectus and the Prospectus, there shall not have been any change in the capital stock or long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its Subsidiaries considered as one enterprise, otherwise than as set forth in the Pricing Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus;
(f) On or after the date of the Pricing Agreement, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities (including, without limitation, any guaranteed debt securities) by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;
 
17

(g) On or after the date of the Pricing Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities in New York declared by either U.S. federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war if the effect of any such event specified in this clause (iv), in the judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus; and
(h) The Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at, or prior to, such Time of Delivery, as to the matters set forth in Sections 8(a) and 8(e) and as to such other matters as the Representatives may reasonably request.
9. Indemnification and Contribution . (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement, of a material fact contained in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, any amendment or supplement to any thereof, or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any “road show” (as defined in Rule 433 under the Securities Act) that does not otherwise constitute an Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, any amendment or supplement to any thereof, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of any Designated Securities through the Representatives expressly for use in any thereof.
(b) Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or
 
18

alleged untrue statement of a material fact contained in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, any amendment or supplement to any thereof, or any Issuer Free Writing Prospectus, arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, any amendment or supplement to any thereof, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with information furnished in writing to the Company by such Underwriter of Designated Securities through the Representatives expressly for use therein, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under Section 9(a) or Section 9(b) of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such Section 9(a) or 9(b), notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party otherwise than under such Section 9(a) or 9(b). In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under Section 9(a) or 9(b), as the case may be, for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under Section 9(a) or Section 9(b) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 9(c), then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statement or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the
 
19

total net proceeds from the offering of the Designated Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 9(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this Section 9(d) to contribute are several in proportion to their respective underwriting obligations with respect to such Designated Securities and are not joint.
(e) The obligations of the Company under this Section 9 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Securities Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability that the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director and officer of the Company and to each person, if any, who controls the Company within the meaning of the Securities Act.
10. Defaulting Underwriters . (a) If any Underwriter shall default in its obligation to purchase the Designated Securities that it has agreed to purchase under the Pricing Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein and therein. In the event that, within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees
 
20

to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement.
(b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities that such Underwriter agreed to purchase under the Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 10(a), the aggregate principal amount or Designated Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in Section 10(b), or if the Company shall not exercise the right described in Section 10(b) to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11. Survival . The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or any director or officer or controlling person of the Company, and shall survive delivery of and payment for the Designated Securities with respect to which such indemnities, agreements, representations, warranties and other statements are made or given.
12. Termination . If the Pricing Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by the Pricing Agreement except as provided in Section 7 and Section 9 hereof; but, if for any other reason the Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 7 and Section 9 hereof.
 
21

13. Authority of Representatives . In all dealings hereunder, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.
14. Nature of Underwriters’ Obligations . The Company acknowledges and agrees that (i) the purchase and sale of the Designated Securities pursuant to this Agreement and the Pricing Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and the Pricing Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate. The Company agrees that it shall not claim that the Underwriters, or any of them, have rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with the offering of the Designated Securities contemplated hereby or the process leading thereto.
15. Notices . All statements, requests, notices and agreements hereunder shall be in writing, and if to the Company, shall be delivered or sent by mail, air courier or facsimile transmission (which shall be effective upon confirmation by telephone) to the address of the Company set forth in the Registration Statement, Attention: Chief Executive Officer, with a copy to the General Counsel of the Company; and, if to the Underwriters, shall be delivered or sent by mail, air courier or facsimile transmission (which shall be effective upon confirmation by telephone) to the address or addresses of the Representative or Representatives, as the case may be, as set forth in the Pricing Agreement; provided, however , that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, air courier, telex or facsimile transmission (which shall be effective upon confirmation by telephone) to such Underwriter at its address which, if not set forth in the Pricing Agreement, will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon the addressee’s receipt thereof.
16. Persons Entitled to the Benefit of Agreement . This Agreement and the Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Section 9 and Section 11 hereof, the directors and officers of the Company and each person who controls the Company or any Underwriter, and their respective successors and assigns (including, in the case of natural persons, their respective heirs, executors and administrators), and no other person shall acquire or have any right under or by virtue of this Agreement or the Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
 
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17. Time of Essence . Time shall be of the essence of the Pricing Agreement. As used herein, “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.
18. Definitive Agreement . This Agreement and the Pricing Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof and thereof.
19. GOVERNING LAW . THIS AGREEMENT AND THE PRICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
20. WAIVER OF JURY TRIAL . THE COMPANY AND EACH OF THE UNDERWRITERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRICING AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
21. Counterparts . This Agreement and the Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
 
23

If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof.

Very truly yours,	
	
WAL-MART STORES, INC.	
		
By:	 	/s/ Matthew Allen	
	 	Name:	 	Matthew Allen	
	 	Title:	 	Vice President – Finance & Assistant Treasurer	
[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory):

GOLDMAN SACHS INTERNATIONAL	
		
By:	 	/s/ Lars Humble	
	 	Name:	 	Lars Humble	
	 	Title:	 	Managing Director	
[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory):

MERRILL LYNCH INTERNATIONAL	
		
By:	 	/s/ Angus Reynolds	
	 	Name:	 	Angus Reynolds	
	 	Title:	 	Director	
[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory):

MUFG SECURITIES EMEA PLC	
		
By:	 	/s/ Trevor Kemp	
	 	Name:	 	Trevor Kemp	
	 	Title:	 	Authorised Signatory	
[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory):

HSBC SECURITIES (USA) INC.	
		
By:	 	/s/ Luiz Lanfredi	
	 	Name:	 	Luiz Lanfredi	
	 	Title:	 	Vice President	
[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory):
MORGAN STANLEY & CO. INTERNATIONAL PLC

By:	 	/s/ Valentino Belgioioso	
	 	Name:	 	Valentino Belgioioso	
	 	Title:	 	Vice President	
[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory):
WELLS FARGO SECURITIES INTERNATIONAL LIMITED

By:	 	/s/ Alicia Reyes	
	 	Name:	 	Alicia Reyes	
	 	Title:	 	Director	
[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory):

STANDARD CHARTERED BANK	
		
By:	 	/s/ Spencer Maclean	
	 	Name:	 	Spencer Maclean	
	 	Title:	 	Managing Director	
	 		 	Head of Debt Capital Markets, Europe	
[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory):

TD SECURITIES (USA) LLC	
		
By:	 	/s/ Michael Priore	
	 	Name:	 	Michael Priore	
	 	Title:	 	Director, Debt Capital Markets	
[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory):
THE BANK OF NOVA SCOTIA, HONG KONG BRANCH

By:	 	/s/ Irene Yim	
	 	Name:	 	Irene Yim	
	 	Title:	 	Director, Global Fixed Income	
[Signature Page to the Underwriting Agreement]

Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory):

U.S. BANCORP INVESTMENTS, INC.	
		
By:	 	/s/ Douglas J. Fink	
	 	Name:	 	Douglas J. Fink	
	 	Title:	 	Managing Director	
[Signature Page to the Underwriting Agreement]

ANNEX I
FORM OF PRICING AGREEMENT
                     , 2017

                                                     
As Representative [ s ] of the several
Underwriters named in Schedule I hereto
c/o                                                

Ladies and Gentlemen:
WAL-MART STORES, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated              , 2017, (the “Underwriting Agreement”), between the Company, on the one hand, and you, as parties which are signatories or deemed to be signatories to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”).
Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions were set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty in Section 2 of the Underwriting Agreement that refers to the Pricing Prospectus or the Prospectus shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Pricing Prospectus or the Prospectus to the fullest extent applicable and also a representation and warranty as of the date of this Pricing Agreement in relation to the Pricing Prospectus or the Prospectus relating to the Designated Securities. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.
The Prospectus (including a prospectus supplement relating to the Designated Securities), in all material respects in the form heretofore delivered to you, is now proposed to be filed with the Commission.
 
ANNEX I - Page 1

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
 
ANNEX I - Page 2

If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company.

Very truly yours,	
	
WAL-MART STORES, INC.	
		
By:	 	 	
	 	Name:	
	 	Title:	
 
ANNEX I - Page 3

			
Accepted as of the date hereof:	
	
[ NAME OF REPRESENTATIVE ]	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
[[NAME OF REPRESENTATIVE]	
		
By:	 	 	
	 	Name:	
	 	Title:                                                          ]	
For themselves and as Representative [ s ] of the several
Underwriters named in Schedule I hereto
 
ANNEX I - Page 4

SCHEDULE I

Underwriter	  	Principal Amount of
Designated
Securities
to be Purchased	 	

	  	 	 	 	
TOTAL	  				

Schedule I - Page 1

SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
                     due                      (the “Designated Securities”).
AGGREGATE PRINCIPAL AMOUNT:
                     of the Designated Securities.
PRICE TO PUBLIC:
     % of the principal amount of the Designated Securities, plus accrued interest, if any, from                      .
PURCHASE PRICE TO UNDERWRITERS:
     % of the principal amount of the Designated Securities, plus accrued interest, if any, from                      ; and the selling concession shall be          % and the reallowance concession shall be          %, in each case of the principal amount of the Designated Securities.
INDENTURE:
Indenture dated as of July 19, 2005, as supplemented by the First Supplemental Indenture, dated as of December 1, 2006, and the Second Supplemental Indenture, dated as of December 19, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee.
MATURITY:
                     .
INTEREST RATE:
             % from and including the original issue date.
INTEREST PAYMENT DATES:
                              and                              of each year, commencing on                                  .
INTEREST PAYMENT RECORD DATES:
                              and                              of each year, commencing on                                  .
REDEMPTION PROVISIONS:

 
Schedule II - Page 1

SINKING FUND PROVISIONS:
                                                          .
OTHER PROVISIONS:
                                                          .
TIME OF DELIVERY:
             a.m.,                                 
CLOSING LOCATION:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
NAMES AND ADDRESSES OF REPRESENTATIVES:

                                                             
ADDRESSES FOR NOTICES:

                                                             
APPLICABLE TIME
(For purposes of Sections 2(d) and 8(c) of the Underwriting Agreement):
             [ a.m. ] [ p.m. ] ,                                 
[ LIST OF FREE WRITING PROSPECTUSES
(Pursuant to Section 2(f) of Underwriting Agreement):

                                                             
 
Schedule II - Page 2

OTHER MATTERS:

                                                             
 
Schedule II - Page 3

Exhibit 4(a)
WAL-MART STORES, INC.
Series Terms Certificate
Pursuant to the Indenture
Relating to 0.183% Notes Due 2022
Pursuant to Section 3.01 of the Indenture, dated as of July 19, 2005, as amended and supplemented by that certain First Supplemental Indenture, dated as of December 1, 2006, and that certain Second Supplemental Indenture, dated as of December 19, 2014 (as so amended and supplemented, the “Indenture”), made between Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), Matthew Allen, Vice President—Finance & Assistant Treasurer of the Company (the “Certifying Authorized Officer”), hereby certifies as follows, and Gordon Y. Allison, Vice President, Division General Counsel, Corporate, and Assistant Secretary of the Company, attests to the following certification. Any capitalized term used herein shall have the definition ascribed to that term as set forth in the Indenture unless otherwise defined herein.
A. This certificate is a Series Terms Certificate contemplated by Section 3.01 of the Indenture and is being executed to evidence the establishment and approval of the terms and conditions of a Series that was established pursuant to Section 3.01 of the Indenture by means of a Unanimous Written Consent of the Executive Committee of the Board of Directors of the Company, effective as of June 14, 2017, and a Unanimous Written Consent of the Executive Committee of the Board of Directors of the Company, effective as of June 30, 2017 (collectively, the “Series Consents”), which Series is designated as the “0.183% Notes Due 2022” (the “2022 Series”) by the Certifying Authorized Officer pursuant to the grant of authority under the terms of the Series Consents.
B. Each of the undersigned has read the Indenture, including the provisions of Sections 1.02 and 3.01 and the definitions relating thereto, and the resolutions adopted in the Series Consents. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not all conditions precedent provided for in the Indenture relating to the execution and delivery by the Trustee of the Indenture, to the creation, establishment and approval of the title, the form and the terms of a Series under the Indenture, and to the authentication and delivery by the Trustee of promissory notes of a Series, have been complied with. In the opinion of the undersigned, (i) all such conditions precedent have been complied with and (ii) there are no Events of Default, or events which, with the passage of time, would become an Event of Default under the Indenture that have occurred and are continuing at the date of this certificate.
C. Pursuant to the Series Consents, the Company is authorized to issue initially promissory notes of the 2022 Series and the other promissory notes of the other series of notes established by the Series Consents having an aggregate principal amount in yen not to exceed the equivalent to $1,500,000,000 (with yen converted into United States dollars using a calculation rate determined as provided for in the Series Consents). Copies of the Series Consents are attached hereto as Annex A . Any promissory notes that the Company issues that are a part of the 2022 Series (the “2022 Notes”) shall be issued in

registered book-entry form, shall be substantially in the form attached hereto as Annex B (the “Form of 2022 Note”) and shall initially be represented by a global security. Acting pursuant to authority delegated to the Certifying Authorized Officer pursuant to the Series Consents, the Certifying Authorized Officer has approved and set the aggregate principal amount of the 2022 Notes initially to be issued (the “Initial 2022 Notes”) to be ¥70,000,000,000.
D. Pursuant to Section 3.01 of the Indenture, the terms and conditions of the 2022 Series and the 2022 Notes are established and approved to be the following:
 
 	1.	Designation :	
The Series established by the Series Consents is designated as the “0.183% Notes Due 2022”.
 
 	2.	Aggregate Principal Amount :	
The 2022 Series is not limited as to the aggregate principal amount of all the promissory notes of the 2022 Series that the Company may issue; provided, however, that any additional promissory notes of the 2022 Series that are not fungible with any then outstanding 2022 Notes for United States federal income tax purposes will be issued under CUSIP, ISIN and Common Code numbers separate from the CUSIP, ISIN and Common Code numbers of such outstanding 2022 Notes. The Company is issuing the Initial 2022 Notes in an aggregate original principal amount of ¥70,000,000,000.
 
 	3.	Maturity :	
Final maturity of the 2022 Notes shall be July 15, 2022.
 
 	4.	Interest :	
 
 	a.	Rate	
The 2022 Notes shall bear interest at the rate of 0.183% per annum, which interest shall commence accruing from and including July 18, 2017 (the “Interest Accrual Date”). Additional Amounts (as defined in Section 4(a) of the Form of 2022 Note), if any, shall also be payable in relation to payments of principal and interest on the 2022 Notes.
 
 	b.	Payment Dates	
Interest shall be payable on the 2022 Notes semi-annually in arrears on each January 15 and July 15 prior to the Maturity of the 2022 Notes and at Maturity to the person or persons in whose name or names the 2022 Notes are registered at the close of business on the immediately preceding January 1 and July 1, respectively. Interest on the 2022 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
 
2

 	5.	Currency of Payment :	
The principal, the Tax Redemption Price (as defined in Section 4(b) of the 2022 Note), if any, Additional Amounts, if any, and interest payable with respect to the 2022 Notes shall be payable in yen except as provided in Section 5 of the Form of 2022 Note.
 
 	6.	Payment Places :	
All payments of principal of, the Tax Redemption Price, if any, and Additional Amounts, if any, with respect to, and interest on, the 2022 Notes shall be made as set forth in Section 6 of the Form of 2022 Note.
 
 	7.	Optional Redemption Features :	
The Company may redeem the 2022 Notes upon the occurrence of certain tax events as set forth in Section 4(b) of the Form of 2022 Note.
There shall be no sinking fund with respect to the 2022 Notes.
 
 	8.	Special Redemption Features, etc. :	
None.
 
 	9.	Denominations :	
¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof for the 2022 Notes.
 
 	10.	Principal Repayment :	
100% of the principal amount of the 2022 Notes.
 
 	11.	Registrar, Paying Agent, Transfer Agent, Authenticating Agent and Common Depositary :	
The Bank of New York Mellon Trust Company, N.A. shall be the registrar, Authenticating Agent, and transfer agent for the 2022 Notes. The Bank of New York Mellon acting through its London Branch shall be the paying agent for the 2022 Notes and shall be the common depositary of the 2022 Notes for Clearstream Banking S.A. and Euroclear Bank SA/NV.
 
3

 	12.	Payment of Additional Amounts:	
The Company shall pay Additional Amounts as set forth under Section 4(a) of the Form of 2022 Note.
 
 	13.	Book-Entry Procedures :	
The 2022 Notes shall initially be issued in the form of a single global note registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee for The Bank of New York Mellon, London Branch, as common depositary for Clearstream Banking S.A. and Euroclear Bank SA/NV, and shall be issued in certificated form only in limited circumstances, in each case, as set forth under Sections 12 and 13 of the Form of 2022 Note.
 
 	14.	Other Terms :	
Sections 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 of the Form of 2022 Note shall also apply to the 2022 Notes.
The 2022 Notes shall not have any terms or conditions of the type contemplated by clause (ii), (iii), (vi), (vii), (xii), (xiii), (xvi), (xvii), (xix) or (xx) of Section 3.01 of the Indenture.
E. The 2022 Notes shall be issued pursuant to and governed by the Indenture. To the extent that the Indenture’s terms apply to the 2022 Notes specifically or apply to the terms of all Securities of all Series established pursuant to and governed by the Indenture, such terms shall apply to the 2022 Notes.
[Signature page follows]
 
4

IN WITNESS WHEREOF , the undersigned has hereunto executed this Certificate as of July 6, 2017.

/s/ Matthew Allen	
Matthew Allen	
Vice President - Finance & Assistant Treasurer	

ATTEST:	
	
/s/ Gordon Y. Allison	
Gordon Y. Allison	
Vice President, Division General Counsel,
    Corporate, and Assistant Secretary	
[Signature Page to Series Terms Certificate for 0.183% Notes Due 2022]

ANNEX A
SERIES CONSENTS
UNANIMOUS WRITTEN CONSENT TO ACTION IN LIEU OF A SPECIAL MEETING
OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
OF WAL-MART STORES, INC.

The undersigned, being all of the members of the Executive Committee of the Board of Directors of Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), do hereby consent to the adoption of the following resolutions in accordance with the provisions of Section 141(f) of the General Corporation Law of Delaware (the “DGCL”) by executing this written consent or, as contemplated by Section 141(f) of the DGCL and the Amended and Restated Bylaws of the Company, by an electronic transmission noting approval hereof (this “Written Consent”):
Recitals
WHEREAS , the Company has outstanding $3,000,0000 aggregate principal amount of its 6.500% notes due 2037, $2,000,000,000 aggregate principal amount of its 6.200% notes due 2038, $1,250,000,000 aggregate principal amount of its 5.625% notes due 2040, and $2,000,000,000 aggregate principal amount of its 5.625% notes due 2041 (collectively, the “Dollar Securities”) and £1,000,000,000 aggregate principal amount of its 4.875% notes due 2039, £1,000,000,000 aggregate principal amount of its 5.250% notes due 2035 and £500,000,000 aggregate principal amount of its 5.750% notes due 2030 (collectively, the “Sterling Securities” and together with the Dollar Securities, the “Securities”); and
WHEREAS, for the purpose of reducing the Company’s future interest expense, it is in the best interest of the Company and its shareholders for the Company to make: (i) a cash tender offer for Dollar Securities, with the total purchase price to be paid for Dollar Securities to be purchased in such tender offer not to exceed $2,000,000,000 in the aggregate (the “Dollar Tender Offer”); and (ii) a cash tender offer for Sterling Securities, with the total purchase price to be paid for Sterling Securities to be purchased in such tender offer not to exceed £500,000,000 in the aggregate (the “Sterling Tender Offer,” and together with the Dollar Tender Offer, the “Tender Offers”); and
WHEREAS, the Company desires to offer and sell certain of its senior, unsecured notes in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and to offer and sell in an underwritten public offering promissory notes of one or two series of its senior, unsecured debt securities issued pursuant to the terms of the Indenture, dated as of July 19, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Indenture Trustee”), as supplemented by the First Supplemental Indenture, dated as of December 1, 2006, and the Second Supplemental Indenture, dated as of December 19, 2014, each between the Company and the Trustee (the “Indenture”), in reliance on the Company’s Registration Statement on Form S-3ASR (Registration No. 333-201074) (the “Registration Statement”), with the aggregate principal amount of all of such notes sold and issued not to exceed the equivalent in Japanese yen of $1,500,000,000;
Resolutions relating to the Tender Offers
NOW THEREFORE BE IT RESOLVED , that the Company is hereby authorized: (i) to offer to purchase and to purchase for cash in the Dollar Tender Offer, on such terms and subject to such conditions as one or more of the Chairman of the Board of Directors, the Chief Executive Officer, any Vice Chairman, the Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President,

the Controller and the Treasurer of the Company (each an “Authorized Officer”) shall determine to be appropriate, Dollar Securities for a purchase price not to exceed $2,000,000,000 in the aggregate; (ii) to offer to purchase and to purchase for cash in the Sterling Tender Offer, on such terms and subject to such conditions as one or more Authorized Officers shall determine to be appropriate, Sterling Securities for a purchase price not to exceed £500,000,000 in the aggregate; and (iii) upon the consummation of the Tender Offers, to cancel all of the Securities purchased by the Company in the Tender Offers; and be it
FURTHER RESOLVED , that the Company is hereby authorized: (i) to engage Barclays Capital Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC (collectively, the “Dealer-Managers”) to act as the dealer-managers of the Tender Offers; (ii) to engage Global Bondholder Services Corporation (“GBSC”) to act as the depositary and information agent for the Tender Offers; and (iii) to negotiate, enter into, execute and deliver, and perform the Company’s obligations under (a) a Dealer- Manager Agreement among the Company and the Dealer-Managers (the “Dealer-Manager Agreement) and (b) a Depositary and Information Agent Agreement between the Company and GBSC (the “Depositary Agreement”), with the Dealer-Manager Agreement and the Depositary Agreement to have such terms and conditions as are approved by an Authorized Officer, such approval to be evidenced by an Authorized Officer’s execution, for and on behalf of the Company, of the Dealer-Manager Agreement or the Depositary Agreement, as applicable; and be it
Resolutions relating to the Offering Transactions
FURTHER RESOLVED , that two series of senior, unsecured promissory notes of the Company shall be, and they hereby are, created, established and authorized for issuance and sale pursuant to the terms of the Indenture (the “Note Series”), each of which Note Series shall have the terms established and approved as provided, or as shall be established in accordance with, these resolutions; and be it
FURTHER RESOLVED , that the Company is hereby authorized to offer, sell and issue: (i) senior, unsecured promissory notes (the “Private Notes”) in a transaction exempt from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act (the “Private Placement”), which notes need not be issued under any indenture of the Company; and (ii) senior, unsecured notes of either or both of the Note Series (the “Public Notes”) in an underwritten public offering separate and distinct from the Private Placement (the “Offering”), with each of the Private Notes and the promissory notes of each Note Series to be denominated in Japanese Yen and to mature no later than the thirtieth day after the tenth anniversary of such Note’s issuance, and with the sum of (1) the aggregate principal amount of the Private Notes and (2) the aggregate principal amount of the Public Notes sold and issued not to exceed the Japanese yen equivalent in value to $1,500,000,000 (determined based on an exchange rate of Japanese yen for U.S. dollars chosen by an Authorized Officer); and be it
FURTHER RESOLVED , that the Authorized Officers are, and each of them is, hereby authorized, in the name and on behalf of the Company: (i) to establish and to approve the terms and conditions of the Private Notes and of the promissory notes of each Note Series, including the maturity date of, and the rate at which interest will accrue on, each of the Private Notes and the promissory notes of each Note Series; (ii) to set the aggregate principal amount of the Private Notes to be offered, sold and issued in the Private Placement and the aggregate principal amount of the Public Notes to be offered, sold and issued in the Offering; (iii) to determine that no Private Notes or no Public Notes of either or both of the Note Series will be offered, issued or sold; and (iv) to approve the form, terms and conditions of the instruments representing (a) each of the Private Notes sold and issued and (b) the promissory notes of each of the Note Series, which actions of such Authorized Officer or Authorized Officers will be conclusively evidenced by an Authorized Officer’s execution, for and on behalf of the Company of, in the case of each Private Note, a Note Purchase Agreement (as defined below) relating to such Private Note with the form of such Private Note attached thereto and, in the case of the instruments representing the promissory notes of each of the Note Series, the Underwriting Agreement (as defined below) and a Series Terms Certificate (as defined in the Indenture) with respect to each Note Series in accordance with Section 3.01 of the Indenture, as applicable; and be it

FURTHER RESOLVED, that the Company is hereby authorized: (i) to engage Goldman Sachs & Co. LLC or an affiliate thereof (“Goldman Sachs”) and MUFG Securities Americas Inc. or an affiliate thereof (“MUFG”) and one or more other placement agents as shall be determined by an Authorized Officer or Authorized Officers (collectively, the “Placement Agents”) to serve as placement agents for the Private Notes; and (ii) to negotiate, enter into, execute and deliver, and perform the Company’s obligations under: (a) an engagement or placement agreement with the Placement Agents providing for the Placement Agents to serve as such placement agents (the “Placement Agent Agreement”), and (b) one or more note purchase agreements between or among the Company and the investors in the Private Notes (each, a “Note Purchase Agreement”) providing for the sale by the Company and the purchase by such investors of Private Notes having an aggregate principal amount determined by one or more Authorized Officers pursuant to the authority delegated to the Authorized Officers above, with the Placement Agent Agreement and each Note Purchase Agreement to have such terms, provisions and conditions as are approved by an Authorized Officer, such approval to be evidenced by an Authorized Officer’s execution, for and on behalf of the Company, of the Placement Agent Agreement or the Note Purchase Agreement, as applicable; and be it
FURTHER RESOLVED , that the Company is hereby authorized to enter into, execute and deliver, and perform its obligations under, a Pricing Agreement and an Underwriting Agreement (collectively, the “Underwriting Agreement”) among, in each case, the Company and Goldman Sachs, MUFG and such other underwriter or underwriters as shall be determined by one or more Authorized Officers (collectively, the “Underwriters”), which Underwriting Agreement shall provide for the sale by the Company and the purchase by the Underwriters of promissory notes of either or both of the Note Series, with such promissory notes to have an aggregate principal amount determined by, and contain such terms, including the price to be paid to the Company by the Underwriters for such promissory notes under the Underwriting Agreement, and conditions as are approved by, one or more Authorized Officers pursuant to the authority delegated to the Authorized Officers above, with each such determination and approval by one or more Authorized Officers to be conclusively evidenced by the execution by an Authorized Officer, for and on behalf of the Company, of the Underwriting Agreement and any other agreements necessary to effectuate the intent of these resolutions; and be it
FURTHER RESOLVED , that the Indenture Trustee shall be, and it hereby is, authorized and directed to authenticate and deliver the promissory notes, including any global note or global notes representing the Note Series to be sold and issued under the Underwriting Agreement to or upon the written order of the Company as provided in the Indenture; and be it
FURTHER RESOLVED , that the Company shall be, and it hereby is, authorized to issue one or more global notes to represent the Public Notes of each Note Series sold and to be issued in accordance with these resolutions and not issue promissory notes of the Note Series in definitive form, each of which global notes shall be in such form as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by that Authorized Officer’s execution, for and on behalf of the Company, of such global notes, and to permit each such global note to be registered in the name of a nominee of The Depository Trust Company (“DTC”) or such other person as an Authorized Officer shall approve, such approval to be conclusively evidenced by an Authorized Officer’s execution, for and on behalf of the Company, of the global notes and beneficial interests in the global notes representing the promissory notes of the Note Series to be otherwise shown on, and transfers of such beneficial interests effected through, records maintained by DTC and its respective participants; and be it
General
FURTHER RESOLVED , that the Authorized Officers are, and each of them is, hereby authorized, in the name and on behalf of the Company, to execute and deliver the Dealer-Manager Agreement, the Depositary Agreement, the Placement Agent Agreement, the Note Purchase Agreement, the Underwriting Agreement, the Series Term Certificate for each of the Note Series, Private Notes having an aggregate principal amount as set forth in the Note Purchase Agreement and an instrument or instruments representing the Public Notes, which instruments may be global promissory notes, having an aggregate principal amount as set forth in the Underwriting Agreement; and be it

FURTHER RESOLVED , that the signatures of the Authorized Officers executing any promissory note of either or both of the Note Series, including any global note or global notes representing any Note Series, may be the manual or facsimile signatures of the present or any future Authorized Officers and may be imprinted or otherwise reproduced thereon, and any such facsimile signature shall be binding upon the Company, notwithstanding the fact that at the time the promissory notes of the Note Series are authenticated and delivered and disposed of, the person whose facsimile signature shall have ceased to be an Authorized Officer; and be it
FURTHER RESOLVED , that, without in any way limiting the authority heretofore granted to any Authorized Officer, the Authorized Officers shall be, and each of them singly is, authorized and empowered to do and perform all such acts and things and to execute and deliver, for and on behalf of the Company, any and all agreements, documents, certificates and instruments and to take any and all such actions as they may deem necessary, desirable or proper in order to carry out the intent and purpose of the foregoing resolutions and for the Company to perform its obligations under or with respect to the Tender Offers, the Dealer-Manager Agreement, the Depositary Agreement, the Note Purchase Agreement, the Private Notes sold under the Note Purchase Agreement, the Placement Agent Agreement, the Underwriting Agreement, the Indenture and the Public Notes sold under the Underwriting Agreement, and to incur and pay on behalf of the Company all such expenses, obligations and fees in connection therewith as they may deem proper.
IN WITNESS WHEREOF , the members of the Executive Committee have executed this Written Consent (whether manually or electronically as referenced above) effective as of June 14, 2017.

/s/ James I. Cash, Jr., Ph.D.*	 		 	/s/ C. Douglas McMillon*	
James I. Cash, Jr., Ph.D.	 		 	C. Douglas McMillon	
			
/s/ Gregory C. Penner*	 		 	/s/ S. Robson Walton*	
Gregory C. Penner	 		 	S. Robson Walton	
 
*	Note: Each of Dr. Cash, Mr. McMillon, Mr. Penner and Mr. Walton consented to the adoption of the resolutions set forth above by means of an electronic transmission as contemplated by Section 141(f) of the General Corporation Law of Delaware and the Amended and Restated Bylaws of Wal-Mart Stores, Inc.	

UNANIMOUS WRITTEN CONSENT TO ACTION IN LIEU OF A SPECIAL MEETING
OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
OF WAL-MART STORES, INC.

The undersigned, being all of the members of the Executive Committee of the Board of Directors of Wal- Mart Stores, Inc., a Delaware corporation (the “Company”), do hereby consent to the adoption of the following resolutions in accordance with the provisions of Section 141(f) of the General Corporation Law of Delaware (the “DGCL”) by executing this written consent or, as contemplated by Section 141(f) of the DGCL and the Amended and Restated Bylaws of the Company, by an electronic transmission noting approval hereof (this “Written Consent”):
WHEREAS , the Executive Committee of the Board of Directors of the Company (the “Committee”) approved by unanimous written consent effective as of June 14, 2017 (the “June 14, 2017 Consent”) the creation and establishment of two series of senior, unsecured promissory notes of the Company to be issued under the Indenture (the “Original Series”) and certain other actions of the Company; all capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to those capitalized terms in the June 14, 2017 Consent; and
WHEREAS, it has been determined that it is in the best interests of the Company and its shareholders for the Company to offer, sell and issue senior, unsecured promissory notes of three different series in the Offering pursuant to the Registration Statement and the Underwriting Agreement, and, therefore, a third series of senior, unsecured promissory notes must be created and established under the terms of the Indenture for offer and sale in the Offering;
NOW THEREFORE BE IT RESOLVED , that a series of senior, unsecured promissory notes of the Company shall be, and it hereby is, created, established and authorized for issuance and sale pursuant to the Indenture (the “Additional Series,” and together with the Original Series, the “Three Series of Notes”), which Additional Series shall have the terms established and approved in the same manner as the terms of each of the Original Series are established and approved in accordance with the resolutions adopted by the Committee by means of the June 14, 2017 Consent (the “Original Resolutions”), provided that the promissory notes of each of the Three Series of Notes shall mature at a date no later than the thirtieth day after the tenth anniversary of the initial issuance of promissory notes of such Three Series of Notes; and be it
FURTHER RESOLVED , that (a) each of the Company and the Authorized Officers is hereby authorized to take all actions, to perform, or to cause the Company to perform, all of the Company’s obligations, and to do all things with respect to and under the Additional Series, the promissory notes of the Additional Series and the instruments, including any global notes, representing promissory notes of the Additional Series, including, without limitation, in connection with and under the Offering, the Indenture and the Underwriting Agreement, (i) as the Company and the Authorized Officers are authorized to take, to perform, to cause to be performed or to do with respect to each Original Series, the promissory notes of each Original Series and the instruments, including any global notes, representing the promissory notes of each Original Series under the Original Resolutions and (ii) as if the defined term “Note Series” as used in the June 14, 2017 Consent were defined to mean the Three Series of Notes, and (b) the defined term “Note Series” as used in the June 14, 2017 Consent is hereby amended to mean the Three Series of Notes for all purposes; and be it
FURTHER RESOLVED, that the Company is hereby authorized to use the net proceeds of the sale of the promissory notes of each of the Three Series of Notes in the Offering for the Company’s general corporate purposes and that any global notes to be issued to represent promissory notes of any of the Three Series of Notes shall be in a form to permit such global notes to be registered in the name of a nominee of a common depositary for Clearstream Banking, SA and Euroclear Bank SA/NV and beneficial interests in such global notes to be otherwise shown on, and transfers of those beneficial interests to be effected through, records maintained by such common depositary or Clearstream Banking, SA, Euroclear Bank SA/NV or their respective participants.
[Signature page follows.]

IN WITNESS WHEREOF , the members of the Executive Committee have executed this Written Consent (whether manually or electronically as referenced above) effective as of June 29, 2017.

/s/ James I. Cash, Jr., Ph.D.*	 		 	/s/ C. Douglas McMillon*	
James I. Cash, Jr., Ph.D.	 		 	C. Douglas McMillon	
			
/s/ Gregory C. Penner*	 		 	/s/ S. Robson Walton*	
Gregory C. Penner	 		 	S. Robson Walton	
 
*	Note: Each of Dr. Cash, Mr. McMillon, Mr. Penner and Mr. Walton consented to the adoption of the resolutions set forth above by means of an electronic transmission as contemplated by Section 141(f) of the General Corporation Law of Delaware and the Amended and Restated Bylaws of Wal-Mart Stores, Inc.	

ANNEX B
FORM OF 2022 NOTE
[IF A GLOBAL SECURITY, INSERT: THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH (THE “COMMON DEPOSITARY”), FOR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”) AND EUROCLEAR BANK SA/NV (“EUROCLEAR”). UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER DEPOSITARY OR BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
Wal-Mart Stores, Inc.
0.183% NOTES DUE 2022

Number [1]
[¥70,000,000,000]	  	CUSIP: 931142 DR1
ISIN No.: XS1645683852
Common Code: 164568385	
WAL-MART STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware, and any successor corporation pursuant to the Indenture (herein referred to as the “Company”), for value received, hereby promises to pay to [INSERT NAME OF REGISTERED HOLDER; IN THE CASE OF THE INITIAL GLOBAL SECURITY INSERT: “THE BANK OF NEW YORK DEPOSITORY (NOMINEES)”] LIMITED or registered assigns, the principal sum of [INSERT PRINCIPAL AMOUNT OF SECURITY, IN THE CASE OF THE INITIAL GLOBAL SECURITY, “SEVENTY BILLION YEN (¥70,000,000,000), except as otherwise noted on the attached Schedule of Increases or Decreases in Global Note,”] on July 15, 2022, and to pay interest, computed on the basis of a 360-day year consisting of twelve 30-day months, semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), commencing on January 15, 2018, on said principal sum in like currency, at the rate per annum specified in the title of this Note from July 18, 2017 or from the most recent January 15 or July 15 to which interest has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note is registered (the “Holder”) at the close of business on the preceding January 1, in the case of an Interest Payment Date of January 15, and on the preceding July 1, in the case of an Interest Payment Date of July 15 (each, a “Record Date”). The term “Business Day” means any day which is not a day on which banking institutions in The City of New York, Tokyo, London or the relevant place of payment are authorized or required by law, regulation or executive order to close .

Reference is made to the further provisions of this Note set forth on the succeeding sections hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to in Section 1 hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed by its Chairman of the Board, its Vice Chairman, its President or one of its Vice Presidents and by its Secretary or one of its Assistant Secretaries, each by manual or facsimile signature and under its corporate seal.

	 	WAL-MART STORES, INC.	
		
	 	By:                                                                                       	
	 	      Name:	
	 	      Title:	
		
[SEAL]	 	By:                                                                                       	
	 	      Name:	
	 	      Title:	
Dated: [INSERT DATE OF ISSUANCE]
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated herein referred to in the within-mentioned Indenture.

	 	THE BANK OF NEW YORK MELLON	
	 	    TRUST COMPANY, N.A.,
as Trustee	
		
	 	By:                                                                                   	
	 	      Authorized Signatory	

WAL-MART STORES, INC.
0.183% NOTES DUE 2022
1. Indenture; Notes . This Note is one of a duly authorized Series of Securities of the Company designated as the “0.183% Notes Due 2022” (the “Notes”), initially issued in an aggregate principal amount of ¥70,000,000,000 on July 18, 2017. Such Series of Securities has been established pursuant to, and is one of an indefinite number of Series of debt securities of the Company, issued or issuable under and pursuant to, the Indenture, dated as of July 19, 2005, by and between the Company, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of December 1, 2006, and the Second Supplemental Indenture, dated as of December 19, 2014, in each case, by and between the Company, as Issuer, and the Trustee (the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes and of the terms upon which this Note is, and is to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and those set forth in this Note. To the extent that the terms, conditions and other provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern.
All capitalized terms which are used but not defined in this Note shall have the meanings assigned to them in the Indenture.
The Company may, without the consent of the Holders, create and issue additional Securities ranking equally with the Notes and otherwise identical in all respects (except for the public offering price, initial interest accrual date, initial Interest Payment Date, and the issue date) so that such additional Securities shall be consolidated and form a single Series with the Notes; provided, however, that any additional Securities that are not fungible with any then outstanding Notes for United States federal income tax purposes will be issued under CUSIP, ISIN and Common Code numbers separate from the CUSIP, ISIN and Common Code numbers of such outstanding Notes; and provided , further , that no additional Securities of any existing or new Series may be issued under the Indenture if an Event of Default has occurred and remains uncured thereunder.
2. Ranking . The Notes shall constitute the senior unsecured debt obligations of the Company and shall rank equally in right of payment among themselves and with all other existing and future senior unsecured debt obligations of the Company.
3. Payment of Overdue Amounts . The Company shall pay interest on overdue principal and overdue installments of interest, if any, from time to time, calculated on the basis of a 360-day year consisting of twelve 30-day months, giving effect to the actual payment date for such overdue principal and overdue installments of interest, on demand at the interest rate borne by the Notes to the extent lawful.

4.	Payment of Additional Amounts; Redemption Upon a Tax Event .	
(a) Payment of Additional Amounts . The Company shall pay to any Holder (which term, for purposes of this Section 4, includes each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any political subdivision or taxing authority thereof or therein (including any tax, assessment or other governmental charge imposed on the additional amounts so paid as provided for in this Section 4(a)), will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:
(i) any tax, assessment or other governmental charge that is imposed or withheld solely by reason of (A) the existence of any present or former connection (other than a connection arising solely from the ownership of the Notes or the receipt of payments or enforcement of rights in respect of the Notes) between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States, including such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, (1) being or having been a citizen or resident or treated as a resident of the United States, (2) being or having been present in, or engaged in a trade or business in, the United States, (3) being treated as having been present in, or engaged in a trade or business in, the United States, or (4) having or having had a permanent establishment in the United States;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) any tax, assessment or other governmental charge imposed by reason of such Holder’s past or present status a personal holding company, a controlled foreign corporation, a passive foreign investment company or a foreign private foundation or other foreign tax-exempt organization with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax;
(iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on such Holder’s Notes;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of the Holder to comply (to the extent that it is legally able to do so) with a request to satisfy any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the Holder, if such compliance is required by statute or by regulation of the U.S. Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
 
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(vii) any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any agreement (including any intergovernmental agreement) entered into in connection therewith;
(viii) any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(ix) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Code; or
(x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) in this Section 4(a).
In addition, to the extent described below, the Company shall not pay any Additional Amounts to any Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity. This exception will apply to a Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity only to the extent a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment subject to the tax, assessment or other governmental charge as to which withholding or another deduction occurs.
As used in the preceding paragraphs, “Non-U.S. Person” means a person that is not a United States person. The term “United States person” means an individual citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, a trust subject to the primary supervision of a court within the United States and the control of one or more United States persons as described in Section 7701(a)(30) of the Code, or a trust that existed on August 20, 1996, and elected to continue its treatment as a domestic trust.
Any reference in the terms of the Notes to any amounts payable in respect of the Notes shall be deemed also to refer to Additional Amounts, if any, in respect thereof.
 
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If the Company will be obligated to pay Additional Amounts under or with respect to any payment made on any of the Notes, at least 30 days prior to the date of such payment, the Company will deliver to the Trustee and the Paying Agent (as such term is defined in Section 15 below) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to the Holder on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Company becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Company may deliver such Officers’ Certificate as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee and the Paying Agent will be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary.
(b) Redemption Upon a Tax Event . The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (such date, the “Tax Redemption Date”) to be fixed by the Company on not less than 30 days’ and not more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes (the “Tax Redemption Price”), plus interest accrued but unpaid on the Notes to, but excluding, the Tax Redemption Date, if the Company determines that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after [INSERT THE DATE ON WHICH THE CONTRACT OF SALE OF THE NOTES IS MADE; IN THE CASE OF THE INITIAL GLOBAL SECURITY INSERT: “JULY 6, 2017”], the Company becomes, or based upon a written opinion of independent counsel selected by the Company, will become obligated to pay Additional Amounts with respect to the Notes.
Prior to the issuance of any notice of redemption pursuant to Section 16 hereof, the Company shall deliver to the Trustee (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (2) an Opinion of Counsel to such effect based on such statement of facts.
If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 16 hereof.
The notice of redemption shall specify the following:
(i) the Tax Redemption Date;
(ii) a brief statement to the effect that the Notes are being redeemed at the option of the Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption;
(iii) that on the Tax Redemption Date, the Tax Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable;
(iv) the amount of the Tax Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date;
 
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(v) the place or places where the Notes are to be surrendered for payment of the Tax Redemption Price and other amounts due as set forth in clause (iv) above;
(vi) that payment of the amounts due as set forth in clause (iv) above will be made upon presentation and surrender of the Notes;
(vii) that, following the redemption of any or all of the Notes pursuant to this Section 4(b), interest shall cease to accrue on such redeemed Notes; and
(viii) the CUSIP, ISIN and Common Code numbers of the Notes.
The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.
On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee or the Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the Indenture) an amount of money sufficient to pay the Tax Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date.
The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Tax Redemption Price, and from and after such date, unless the Company shall default in the payment of the Tax Redemption Price and accrued but unpaid interest, if any, upon the surrender for redemption of the Notes, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Tax Redemption Price, together with accrued but unpaid interest, if any, to, but excluding, the Tax Redemption Date.
If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Tax Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.
5. Payments in Yen; Payments to be Made in United States Dollars If Yen Unavailable. Payments of the principal of, the Tax Redemption Price, if any, with respect to, and the Additional Amounts, if any, with respect to, the Notes and interest on the Notes shall be payable in yen except as set forth below. Notwithstanding anything to the contrary in this Note, if the yen is no longer being used by the government of Japan or is no longer the currency of Japan or yen are unavailable to the Company as a result of the imposition of exchange controls or other circumstances beyond the Company’s control, then all payments in respect of the Notes will be made in United States dollars until the yen is again so used or is again the currency of Japan or yen are again available to the Company in the amounts sufficient to pay the amounts then due and payable with respect to this Note. In such event, the amount payable on any date in yen will be converted into United States dollars at the rate mandated by the Board of Governors of the United States Federal Reserve System as of the close of business on the second Business Day prior to the date on which the amount so payable is required to be paid hereunder or, in the event the Board of Governors of the Federal Reserve System has not mandated a rate of conversion on
 
5

such date, on the basis of the most recent United States dollar/yen exchange rate published in The Wall Street Journal on or most recently prior to the second Business Day prior to such payment date. Any payment in respect of the Notes so made in United States dollars will not constitute an Event of Default under or with respect to the Notes or the Indenture. The calculation of any amount payable in United States dollars under this Note shall be the sole responsibility of the Company and its calculation of such amount shall be conclusive, absent manifest error. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation of an amount payable in United States dollars hereunder.
6. Place and Method of Payment . The Company shall pay principal, Additional Amounts, if any, the Tax Redemption Price, if any, and interest on the Notes at the office or agency of the Paying Agent in London, England; provided, however, that at the option of the Company, the Company may pay interest by check mailed to the person entitled thereto at such person’s address as it appears on the Registry for the Notes.
7. Defeasance of the Notes . Sections 11.02, 11.03 and 11.04 of the Indenture shall apply to the Notes.
8. No Sinking Fund . The Notes are not subject to a sinking fund.
9. Amendment and Modification . Article Nine of the Indenture contains provisions for the amendment or modification of the Indenture and the Notes without the consent of the Holders in certain circumstances and requiring the consent of Holders of not less than a majority in aggregate principal amount of the Notes and Securities of other Series that would be affected in certain other circumstances. However, the Indenture requires the consent of each Holder of the Notes and Securities of other Series that would be affected for certain specified amendments or modifications of the Indenture and the Notes. These provisions of the Indenture, which provide for, among other things, the execution of supplemental indentures, are applicable to the Notes.
10. Event of Default; Acceleration of Maturity; Rescission and Annulment . If an Event of Default with respect to the Notes shall occur and be continuing, then the aggregate principal amount of the Notes of this Series may be declared by either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of this Series then Outstanding to be, and, in certain cases, may automatically become, immediately due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that, in the event of such an acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of all of the Notes of this Series then Outstanding, voting as a separate class, in accordance with the provisions of, and in the circumstances provided by, the Indenture, may rescind and annul such acceleration and its consequences with respect to all of the Notes.
11. Absolute Obligation. No reference herein to the Indenture and no provisions of the Notes or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the time and in the coin or currency herein prescribed.
 
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12. Form and Denominations; Global Note; Definitive Notes. The Notes are being issued in registered form without interest coupons in denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof. The Notes are being issued in the form of one or more global notes (the “Global Note”), evidencing all or any portion of the Notes and registered initially in the name of The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as the common depositary of Clearstream Banking, S.A. and Euroclear Bank SA/NV (the “Common Depositary”) (including its respective successors) under the Indenture. The Notes shall be issued in certificated form (each, a “Definitive Note”) only in the following limited circumstances: (1) the Common Depositary is at any time unwilling or unable to continue as the Common Depositary, or Clearstream Banking, S.A. or Euroclear Bank SA/NV ceases to be a clearing agency registered under applicable law, and a successor Common Depositary is not appointed by the Company or a successor clearing agency satisfactory to the Company is not established within 90 days after the Company receives notice thereof; (2) the Company delivers to the Trustee a Company Order to the effect that this Note shall be exchangeable for Definitive Notes; or (3) an Event of Default has occurred and is continuing with respect to the Notes, in each such case this Note shall be exchangeable for Definitive Notes in an equal aggregate principal amount. Such Definitive Notes shall be registered in such name or names as the Common Depositary shall instruct the Trustee.
13. Registration, Transfer and Exchange. As provided in the Indenture and subject to certain limitations therein set forth, the Company shall provide for the registration of the Notes and the transfer and exchange of the Notes, whether in global or definitive form. At the option of the Holders, at the offices of the Registrar (as defined in Section 15 hereof), or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose pursuant to the provisions of the Indenture, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, except for any transfer tax or other governmental charges imposed in connection therewith, subject to Section 4 hereof, the Notes may be transferred or exchanged for an equal aggregate principal amount of the Notes of like tenor and of other authorized denominations upon surrender and cancellation of the Notes upon any such transfer.
The Company, the Trustee and any agent of the Company or of the Trustee may deem and treat the Holder as the absolute owner of this Note (whether or not the Notes shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payments hereon, or on account hereof, and for all other purposes, and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments made to or upon the order of such Holder shall, to the extent of the amount or amounts paid, effectually satisfy and discharge liability for moneys payable on this Note.
Notwithstanding the preceding paragraphs of this Section 13, any registration of transfer or exchange of a Global Note shall be subject to the terms of the legend appearing on the initial page thereof.
 
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14. No Recourse Against Others . No recourse under or upon any obligation, covenant or agreement of the Company arising under or set forth in the Notes or under the Indenture, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
15. Appointment of Agents. The Bank of New York Mellon Trust Company, N. A. is hereby appointed the registrar (the “Registrar”) for the purpose of registering the Notes and of effecting transfers and exchanges of the Notes pursuant to the Indenture and this Note (the “Transfer Agent”). The Bank of New York Mellon acting through its London Branch is hereby appointed paying agent with respect to the Notes pursuant to Section 3.04 of the Indenture (the “Paying Agent”).
16. Notices . If the Company is required to give notice to the Holders of the Notes pursuant to the terms of the Indenture, then it shall do so by the means and in the manner set forth in Section 1.06 of the Indenture.
17. Separability . In case any provision of the Indenture or the Notes shall, for any reason, be held to be invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions thereof and hereof shall not in any way be affected or impaired thereby.
18. GOVERNING LAW . THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
For the value received, the undersigned hereby assigns and transfers the within Note, and all rights thereunder, to:

(Insert assignee’s legal name)

(Insert assignee’s social security or tax identification number)

(Print or type assignee’s name, address and zip code)

 
 
and irrevocably appoints

to transfer this Note on the books of Wal-Mart Stores, Inc. The agent may substitute another to act for it.

	 	Your Signature:                                                                                	
	 	        (Sign exactly as your name appears on the face of this Note)	
Date:                                                                              	 		
Signature Guarantee
The signature(s) should be Guaranteed by an Eligible Guarantor Institution pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
* * * * *
The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	  	as tenants in common	
		
TEN ENT -	  	as tenants by the entireties	
		
JT ENT -	  	as joint tenants with right
of survivorship and not as
tenants in common	

                     UNIF GIFT MIN ACT-               Custodian              under the Uniform Gifts to Minors Act             	
							
	  	(Cust)                 (Minor)	  		 	(State)	
Additional abbreviations may also be used although not in the above list.

[IF A GLOBAL SECURITY, INCLUDE THE SCHEDULE SET FORTH BELOW]
[SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made.

Date of Change	  	Amount of
decrease in
Principal Amount
of this Global
Note	  	Amount of
increase in
Principal Amount
of this Global
Note	  	Principal
Amount of this
Global Note
following such
decrease or
increase	  	Signature of
authorized
signatory of
Trustee or
Common
Depositary]	

Exhibit 4(b)
WAL-MART STORES, INC.
Series Terms Certificate
Pursuant to the Indenture
Relating to 0.298% Notes Due 2024
Pursuant to Section 3.01 of the Indenture, dated as of July 19, 2005, as amended and supplemented by that certain First Supplemental Indenture, dated as of December 1, 2006, and that certain Second Supplemental Indenture, dated as of December 19, 2014 (as so amended and supplemented, the “Indenture”), made between Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), Matthew Allen, Vice President—Finance & Assistant Treasurer of the Company (the “Certifying Authorized Officer”), hereby certifies as follows, and Gordon Y. Allison, Vice President, Division General Counsel, Corporate, and Assistant Secretary of the Company, attests to the following certification. Any capitalized term used herein shall have the definition ascribed to that term as set forth in the Indenture unless otherwise defined herein.
A. This certificate is a Series Terms Certificate contemplated by Section 3.01 of the Indenture and is being executed to evidence the establishment and approval of the terms and conditions of a Series that was established pursuant to Section 3.01 of the Indenture by means of a Unanimous Written Consent of the Executive Committee of the Board of Directors of the Company, effective as of June 14, 2017, and a Unanimous Written Consent of the Executive Committee of the Board of Directors of the Company, effective as of June 30, 2017 (collectively, the “Series Consents”), which Series is designated as the “0.298% Notes Due 2024” (the “2024 Series”) by the Certifying Authorized Officer pursuant to the grant of authority under the terms of the Series Consents.
B. Each of the undersigned has read the Indenture, including the provisions of Sections 1.02 and 3.01 and the definitions relating thereto, and the resolutions adopted in the Series Consents. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not all conditions precedent provided for in the Indenture relating to the execution and delivery by the Trustee of the Indenture, to the creation, establishment and approval of the title, the form and the terms of a Series under the Indenture, and to the authentication and delivery by the Trustee of promissory notes of a Series, have been complied with. In the opinion of the undersigned, (i) all such conditions precedent have been complied with and (ii) there are no Events of Default, or events which, with the passage of time, would become an Event of Default under the Indenture that have occurred and are continuing at the date of this certificate.
C. Pursuant to the Series Consents, the Company is authorized to issue initially promissory notes of the 2024 Series and the other promissory notes of the other series of notes established by the Series Consents having an aggregate principal amount in yen not to exceed the equivalent to $1,500,000,000 (with yen converted into United States dollars using a calculation rate determined as provided for in the Series Consents). Copies of the Series Consents are attached hereto as Annex A . Any promissory notes that the Company issues that are a part of the 2024 Series (the “2024 Notes”) shall be issued in

registered book-entry form, shall be substantially in the form attached hereto as Annex B (the “Form of 2024 Note”) and shall initially be represented by a global security. Acting pursuant to authority delegated to the Certifying Authorized Officer pursuant to the Series Consents, the Certifying Authorized Officer has approved and set the aggregate principal amount of the 2024 Notes initially to be issued (the “Initial 2024 Notes”) to be ¥40,000,000,000.
D. Pursuant to Section 3.01 of the Indenture, the terms and conditions of the 2024 Series and the 2024 Notes are established and approved to be the following:
 
 	1.	Designation :	
The Series established by the Series Consents is designated as the “0.298% Notes Due 2024”.
 
 	2.	Aggregate Principal Amount :	
The 2024 Series is not limited as to the aggregate principal amount of all the promissory notes of the 2024 Series that the Company may issue; provided, however, that any additional promissory notes of the 2024 Series that are not fungible with any then outstanding 2024 Notes for United States federal income tax purposes will be issued under CUSIP, ISIN and Common Code numbers separate from the CUSIP, ISIN and Common Code numbers of such outstanding 2024 Notes The Company is issuing the Initial 2024 Notes in an aggregate original principal amount of ¥40,000,000,000.
 
 	3.	Maturity :	
Final maturity of the 2024 Notes shall be July 18, 2024.
 
 	4.	Interest :	
 
 	a.	Rate	
The 2024 Notes shall bear interest at the rate of 0.298% per annum, which interest shall commence accruing from and including July 18, 2017 (the “Interest Accrual Date”). Additional Amounts (as defined in Section 4(a) of the Form of 2024 Note), if any, shall also be payable in relation to payments of principal and interest on the 2024 Notes.
 
 	b.	Payment Dates	
Interest shall be payable on the 2024 Notes semi-annually in arrears on each January 18 and July 18 prior to the Maturity of the 2024 Notes and at Maturity to the person or persons in whose name or names the 2024 Notes are registered at the close of business on the immediately preceding January 4 and July 4, respectively. Interest on the 2024 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
 
2

 	5.	Currency of Payment :	
The principal, the Tax Redemption Price (as defined in Section 4(b) of the 2024 Note), if any, Additional Amounts, if any, and interest payable with respect to the 2024 Notes shall be payable in yen except as provided in Section 5 of the Form of 2024 Note.
 
 	6.	Payment Places :	
All payments of principal of, the Tax Redemption Price, if any, and Additional Amounts, if any, with respect to, and interest on, the 2024 Notes shall be made as set forth in Section 6 of the Form of 2024 Note.
 
 	7.	Optional Redemption Features :	
The Company may redeem the 2024 Notes upon the occurrence of certain tax events as set forth in Section 4(b) of the Form of 2024 Note.
There shall be no sinking fund with respect to the 2024 Notes.
 
 	8.	Special Redemption Features, etc. :	
None.
 
 	9.	Denominations :	
¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof for the 2024 Notes.
 
 	10.	Principal Repayment :	
100% of the principal amount of the 2024 Notes.
 
 	11.	Registrar, Paying Agent, Transfer Agent, Authenticating Agent and Common Depositary :	
The Bank of New York Mellon Trust Company, N.A. shall be the registrar, Authenticating Agent, and transfer agent for the 2024 Notes. The Bank of New York Mellon acting through its London Branch shall be the paying agent for the 2024 Notes and shall be the common depositary of the 2024 Notes for Clearstream Banking S.A. and Euroclear Bank SA/NV.
 
3

 	12.	Payment of Additional Amounts:	
The Company shall pay Additional Amounts as set forth under Section 4(a) of the Form of 2024 Note.
 
 	13.	Book-Entry Procedures :	
The 2024 Notes shall initially be issued in the form of a single global note registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee for The Bank of New York Mellon, London Branch, as common depositary for Clearstream Banking S.A. and Euroclear Bank SA/NV, and shall be issued in certificated form only in limited circumstances, in each case, as set forth under Sections 12 and 13 of the Form of 2024 Note.
 
 	14.	Other Terms :	
Sections 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 of the Form of 2024 Note shall also apply to the 2024 Notes.
The 2024 Notes shall not have any terms or conditions of the type contemplated by clause (ii), (iii), (vi), (vii), (xii), (xiii), (xvi), (xvii), (xix) or (xx) of Section 3.01 of the Indenture.
E. The 2024 Notes shall be issued pursuant to and governed by the Indenture. To the extent that the Indenture’s terms apply to the 2024 Notes specifically or apply to the terms of all Securities of all Series established pursuant to and governed by the Indenture, such terms shall apply to the 2024 Notes.
[Signature page follows]
 
4

IN WITNESS WHEREOF , the undersigned has hereunto executed this Certificate as of July 6, 2017.

/s/ Matthew Allen	
Matthew Allen	
Vice President - Finance & Assistant Treasurer	

ATTEST:	
	
/s/ Gordon Y. Allison	
Gordon Y. Allison	
Vice President, Division General Counsel,
      Corporate, and Assistant Secretary	
[Signature Page to Series Terms Certificate for 0.298% Notes Due 2024]

ANNEX A
SERIES CONSENTS
UNANIMOUS WRITTEN CONSENT TO ACTION IN LIEU OF A SPECIAL MEETING
OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
OF WAL-MART STORES, INC.

The undersigned, being all of the members of the Executive Committee of the Board of Directors of Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), do hereby consent to the adoption of the following resolutions in accordance with the provisions of Section 141(f) of the General Corporation Law of Delaware (the “DGCL”) by executing this written consent or, as contemplated by Section 141(f) of the DGCL and the Amended and Restated Bylaws of the Company, by an electronic transmission noting approval hereof (this “Written Consent”):
Recitals
WHEREAS , the Company has outstanding $3,000,0000 aggregate principal amount of its 6.500% notes due 2037, $2,000,000,000 aggregate principal amount of its 6.200% notes due 2038, $1,250,000,000 aggregate principal amount of its 5.625% notes due 2040, and $2,000,000,000 aggregate principal amount of its 5.625% notes due 2041 (collectively, the “Dollar Securities”) and £1,000,000,000 aggregate principal amount of its 4.875% notes due 2039, £1,000,000,000 aggregate principal amount of its 5.250% notes due 2035 and £500,000,000 aggregate principal amount of its 5.750% notes due 2030 (collectively, the “Sterling Securities” and together with the Dollar Securities, the “Securities”); and
WHEREAS, for the purpose of reducing the Company’s future interest expense, it is in the best interest of the Company and its shareholders for the Company to make: (i) a cash tender offer for Dollar Securities, with the total purchase price to be paid for Dollar Securities to be purchased in such tender offer not to exceed $2,000,000,000 in the aggregate (the “Dollar Tender Offer”); and (ii) a cash tender offer for Sterling Securities, with the total purchase price to be paid for Sterling Securities to be purchased in such tender offer not to exceed £500,000,000 in the aggregate (the “Sterling Tender Offer,” and together with the Dollar Tender Offer, the “Tender Offers”); and
WHEREAS, the Company desires to offer and sell certain of its senior, unsecured notes in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and to offer and sell in an underwritten public offering promissory notes of one or two series of its senior, unsecured debt securities issued pursuant to the terms of the Indenture, dated as of July 19, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Indenture Trustee”), as supplemented by the First Supplemental Indenture, dated as of December 1, 2006, and the Second Supplemental Indenture, dated as of December 19, 2014, each between the Company and the Trustee (the “Indenture”), in reliance on the Company’s Registration Statement on Form S-3ASR (Registration No. 333-201074) (the “Registration Statement”), with the aggregate principal amount of all of such notes sold and issued not to exceed the equivalent in Japanese yen of $1,500,000,000;
Resolutions relating to the Tender Offers
NOW THEREFORE BE IT RESOLVED , that the Company is hereby authorized: (i) to offer to purchase and to purchase for cash in the Dollar Tender Offer, on such terms and subject to such conditions as one or more of the Chairman of the Board of Directors, the Chief Executive Officer, any Vice Chairman, the Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President,

the Controller and the Treasurer of the Company (each an “Authorized Officer”) shall determine to be appropriate, Dollar Securities for a purchase price not to exceed $2,000,000,000 in the aggregate; (ii) to offer to purchase and to purchase for cash in the Sterling Tender Offer, on such terms and subject to such conditions as one or more Authorized Officers shall determine to be appropriate, Sterling Securities for a purchase price not to exceed £500,000,000 in the aggregate; and (iii) upon the consummation of the Tender Offers, to cancel all of the Securities purchased by the Company in the Tender Offers; and be it
FURTHER RESOLVED , that the Company is hereby authorized: (i) to engage Barclays Capital Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC (collectively, the “Dealer-Managers”) to act as the dealer-managers of the Tender Offers; (ii) to engage Global Bondholder Services Corporation (“GBSC”) to act as the depositary and information agent for the Tender Offers; and (iii) to negotiate, enter into, execute and deliver, and perform the Company’s obligations under (a) a Dealer- Manager Agreement among the Company and the Dealer-Managers (the “Dealer-Manager Agreement) and (b) a Depositary and Information Agent Agreement between the Company and GBSC (the “Depositary Agreement”), with the Dealer-Manager Agreement and the Depositary Agreement to have such terms and conditions as are approved by an Authorized Officer, such approval to be evidenced by an Authorized Officer’s execution, for and on behalf of the Company, of the Dealer-Manager Agreement or the Depositary Agreement, as applicable; and be it
Resolutions relating to the Offering Transactions
FURTHER RESOLVED , that two series of senior, unsecured promissory notes of the Company shall be, and they hereby are, created, established and authorized for issuance and sale pursuant to the terms of the Indenture (the “Note Series”), each of which Note Series shall have the terms established and approved as provided, or as shall be established in accordance with, these resolutions; and be it
FURTHER RESOLVED , that the Company is hereby authorized to offer, sell and issue: (i) senior, unsecured promissory notes (the “Private Notes”) in a transaction exempt from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act (the “Private Placement”), which notes need not be issued under any indenture of the Company; and (ii) senior, unsecured notes of either or both of the Note Series (the “Public Notes”) in an underwritten public offering separate and distinct from the Private Placement (the “Offering”), with each of the Private Notes and the promissory notes of each Note Series to be denominated in Japanese Yen and to mature no later than the thirtieth day after the tenth anniversary of such Note’s issuance, and with the sum of (1) the aggregate principal amount of the Private Notes and (2) the aggregate principal amount of the Public Notes sold and issued not to exceed the Japanese yen equivalent in value to $1,500,000,000 (determined based on an exchange rate of Japanese yen for U.S. dollars chosen by an Authorized Officer); and be it
FURTHER RESOLVED , that the Authorized Officers are, and each of them is, hereby authorized, in the name and on behalf of the Company: (i) to establish and to approve the terms and conditions of the Private Notes and of the promissory notes of each Note Series, including the maturity date of, and the rate at which interest will accrue on, each of the Private Notes and the promissory notes of each Note Series; (ii) to set the aggregate principal amount of the Private Notes to be offered, sold and issued in the Private Placement and the aggregate principal amount of the Public Notes to be offered, sold and issued in the Offering; (iii) to determine that no Private Notes or no Public Notes of either or both of the Note Series will be offered, issued or sold; and (iv) to approve the form, terms and conditions of the instruments representing (a) each of the Private Notes sold and issued and (b) the promissory notes of each of the Note Series, which actions of such Authorized Officer or Authorized Officers will be conclusively evidenced by an Authorized Officer’s execution, for and on behalf of the Company of, in the case of each Private Note, a Note Purchase Agreement (as defined below) relating to such Private Note with the form of such Private Note attached thereto and, in the case of the instruments representing the promissory notes of each of the Note Series, the Underwriting Agreement (as defined below) and a Series Terms Certificate (as defined in the Indenture) with respect to each Note Series in accordance with Section 3.01 of the Indenture, as applicable; and be it

FURTHER RESOLVED, that the Company is hereby authorized: (i) to engage Goldman Sachs & Co. LLC or an affiliate thereof (“Goldman Sachs”) and MUFG Securities Americas Inc. or an affiliate thereof (“MUFG”) and one or more other placement agents as shall be determined by an Authorized Officer or Authorized Officers (collectively, the “Placement Agents”) to serve as placement agents for the Private Notes; and (ii) to negotiate, enter into, execute and deliver, and perform the Company’s obligations under: (a) an engagement or placement agreement with the Placement Agents providing for the Placement Agents to serve as such placement agents (the “Placement Agent Agreement”), and (b) one or more note purchase agreements between or among the Company and the investors in the Private Notes (each, a “Note Purchase Agreement”) providing for the sale by the Company and the purchase by such investors of Private Notes having an aggregate principal amount determined by one or more Authorized Officers pursuant to the authority delegated to the Authorized Officers above, with the Placement Agent Agreement and each Note Purchase Agreement to have such terms, provisions and conditions as are approved by an Authorized Officer, such approval to be evidenced by an Authorized Officer’s execution, for and on behalf of the Company, of the Placement Agent Agreement or the Note Purchase Agreement, as applicable; and be it
FURTHER RESOLVED , that the Company is hereby authorized to enter into, execute and deliver, and perform its obligations under, a Pricing Agreement and an Underwriting Agreement (collectively, the “Underwriting Agreement”) among, in each case, the Company and Goldman Sachs, MUFG and such other underwriter or underwriters as shall be determined by one or more Authorized Officers (collectively, the “Underwriters”), which Underwriting Agreement shall provide for the sale by the Company and the purchase by the Underwriters of promissory notes of either or both of the Note Series, with such promissory notes to have an aggregate principal amount determined by, and contain such terms, including the price to be paid to the Company by the Underwriters for such promissory notes under the Underwriting Agreement, and conditions as are approved by, one or more Authorized Officers pursuant to the authority delegated to the Authorized Officers above, with each such determination and approval by one or more Authorized Officers to be conclusively evidenced by the execution by an Authorized Officer, for and on behalf of the Company, of the Underwriting Agreement and any other agreements necessary to effectuate the intent of these resolutions; and be it
FURTHER RESOLVED , that the Indenture Trustee shall be, and it hereby is, authorized and directed to authenticate and deliver the promissory notes, including any global note or global notes representing the Note Series to be sold and issued under the Underwriting Agreement to or upon the written order of the Company as provided in the Indenture; and be it
FURTHER RESOLVED , that the Company shall be, and it hereby is, authorized to issue one or more global notes to represent the Public Notes of each Note Series sold and to be issued in accordance with these resolutions and not issue promissory notes of the Note Series in definitive form, each of which global notes shall be in such form as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by that Authorized Officer’s execution, for and on behalf of the Company, of such global notes, and to permit each such global note to be registered in the name of a nominee of The Depository Trust Company (“DTC”) or such other person as an Authorized Officer shall approve, such approval to be conclusively evidenced by an Authorized Officer’s execution, for and on behalf of the Company, of the global notes and beneficial interests in the global notes representing the promissory notes of the Note Series to be otherwise shown on, and transfers of such beneficial interests effected through, records maintained by DTC and its respective participants; and be it
General
FURTHER RESOLVED , that the Authorized Officers are, and each of them is, hereby authorized, in the name and on behalf of the Company, to execute and deliver the Dealer-Manager Agreement, the Depositary Agreement, the Placement Agent Agreement, the Note Purchase Agreement, the Underwriting Agreement, the Series Term Certificate for each of the Note Series, Private Notes having an aggregate principal amount as set forth in the Note Purchase Agreement and an instrument or instruments representing the Public Notes, which instruments may be global promissory notes, having an aggregate principal amount as set forth in the Underwriting Agreement; and be it

FURTHER RESOLVED , that the signatures of the Authorized Officers executing any promissory note of either or both of the Note Series, including any global note or global notes representing any Note Series, may be the manual or facsimile signatures of the present or any future Authorized Officers and may be imprinted or otherwise reproduced thereon, and any such facsimile signature shall be binding upon the Company, notwithstanding the fact that at the time the promissory notes of the Note Series are authenticated and delivered and disposed of, the person whose facsimile signature shall have ceased to be an Authorized Officer; and be it
FURTHER RESOLVED , that, without in any way limiting the authority heretofore granted to any Authorized Officer, the Authorized Officers shall be, and each of them singly is, authorized and empowered to do and perform all such acts and things and to execute and deliver, for and on behalf of the Company, any and all agreements, documents, certificates and instruments and to take any and all such actions as they may deem necessary, desirable or proper in order to carry out the intent and purpose of the foregoing resolutions and for the Company to perform its obligations under or with respect to the Tender Offers, the Dealer-Manager Agreement, the Depositary Agreement, the Note Purchase Agreement, the Private Notes sold under the Note Purchase Agreement, the Placement Agent Agreement, the Underwriting Agreement, the Indenture and the Public Notes sold under the Underwriting Agreement, and to incur and pay on behalf of the Company all such expenses, obligations and fees in connection therewith as they may deem proper.
IN WITNESS WHEREOF , the members of the Executive Committee have executed this Written Consent (whether manually or electronically as referenced above) effective as of June 14, 2017.

/s/ James I. Cash, Jr., Ph.D.*	  		  	/s/ C. Douglas McMillon*	
James I. Cash, Jr., Ph.D.	  		  	C. Douglas McMillon	
			
/s/ Gregory C. Penner*	  		  	/s/ S. Robson Walton*	
Gregory C. Penner	  		  	S. Robson Walton	
 
*	Note: Each of Dr. Cash, Mr. McMillon, Mr. Penner and Mr. Walton consented to the adoption of the resolutions set forth above by means of an electronic transmission as contemplated by Section 141(f) of the General Corporation Law of Delaware and the Amended and Restated Bylaws of Wal-Mart Stores, Inc.	

UNANIMOUS WRITTEN CONSENT TO ACTION IN LIEU OF A SPECIAL MEETING
OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
OF WAL-MART STORES, INC.

The undersigned, being all of the members of the Executive Committee of the Board of Directors of Wal- Mart Stores, Inc., a Delaware corporation (the “Company”), do hereby consent to the adoption of the following resolutions in accordance with the provisions of Section 141(f) of the General Corporation Law of Delaware (the “DGCL”) by executing this written consent or, as contemplated by Section 141(f) of the DGCL and the Amended and Restated Bylaws of the Company, by an electronic transmission noting approval hereof (this “Written Consent”):
WHEREAS , the Executive Committee of the Board of Directors of the Company (the “Committee”) approved by unanimous written consent effective as of June 14, 2017 (the “June 14, 2017 Consent”) the creation and establishment of two series of senior, unsecured promissory notes of the Company to be issued under the Indenture (the “Original Series”) and certain other actions of the Company; all capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to those capitalized terms in the June 14, 2017 Consent; and
WHEREAS, it has been determined that it is in the best interests of the Company and its shareholders for the Company to offer, sell and issue senior, unsecured promissory notes of three different series in the Offering pursuant to the Registration Statement and the Underwriting Agreement, and, therefore, a third series of senior, unsecured promissory notes must be created and established under the terms of the Indenture for offer and sale in the Offering;
NOW THEREFORE BE IT RESOLVED , that a series of senior, unsecured promissory notes of the Company shall be, and it hereby is, created, established and authorized for issuance and sale pursuant to the Indenture (the “Additional Series,” and together with the Original Series, the “Three Series of Notes”), which Additional Series shall have the terms established and approved in the same manner as the terms of each of the Original Series are established and approved in accordance with the resolutions adopted by the Committee by means of the June 14, 2017 Consent (the “Original Resolutions”), provided that the promissory notes of each of the Three Series of Notes shall mature at a date no later than the thirtieth day after the tenth anniversary of the initial issuance of promissory notes of such Three Series of Notes; and be it
FURTHER RESOLVED , that (a) each of the Company and the Authorized Officers is hereby authorized to take all actions, to perform, or to cause the Company to perform, all of the Company’s obligations, and to do all things with respect to and under the Additional Series, the promissory notes of the Additional Series and the instruments, including any global notes, representing promissory notes of the Additional Series, including, without limitation, in connection with and under the Offering, the Indenture and the Underwriting Agreement, (i) as the Company and the Authorized Officers are authorized to take, to perform, to cause to be performed or to do with respect to each Original Series, the promissory notes of each Original Series and the instruments, including any global notes, representing the promissory notes of each Original Series under the Original Resolutions and (ii) as if the defined term “Note Series” as used in the June 14, 2017 Consent were defined to mean the Three Series of Notes, and (b) the defined term “Note Series” as used in the June 14, 2017 Consent is hereby amended to mean the Three Series of Notes for all purposes; and be it
FURTHER RESOLVED, that the Company is hereby authorized to use the net proceeds of the sale of the promissory notes of each of the Three Series of Notes in the Offering for the Company’s general corporate purposes and that any global notes to be issued to represent promissory notes of any of the Three Series of Notes shall be in a form to permit such global notes to be registered in the name of a nominee of a common depositary for Clearstream Banking, SA and Euroclear Bank SA/NV and beneficial interests in such global notes to be otherwise shown on, and transfers of those beneficial interests to be effected through, records maintained by such common depositary or Clearstream Banking, SA, Euroclear Bank SA/NV or their respective participants.
[Signature page follows.]

IN WITNESS WHEREOF , the members of the Executive Committee have executed this Written Consent (whether manually or electronically as referenced above) effective as of June 29, 2017.

/s/ James I. Cash, Jr., Ph.D.*	  		  	/s/ C. Douglas McMillon*	
James I. Cash, Jr., Ph.D.	  		  	C. Douglas McMillon	
			
/s/ Gregory C. Penner*	  		  	/s/ S. Robson Walton*	
Gregory C. Penner	  		  	S. Robson Walton	
 
*	Note: Each of Dr. Cash, Mr. McMillon, Mr. Penner and Mr. Walton consented to the adoption of the resolutions set forth above by means of an electronic transmission as contemplated by Section 141(f) of the General Corporation Law of Delaware and the Amended and Restated Bylaws of Wal-Mart Stores, Inc.	

ANNEX B
FORM OF 2024 NOTE
[IF A GLOBAL SECURITY, INSERT: THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH (THE “COMMON DEPOSITARY”), FOR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”) AND EUROCLEAR BANK SA/NV (“EUROCLEAR”). UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER DEPOSITARY OR BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
W AL -M ART S TORES , I NC .
0.298% NOTES DUE 2024

Number [1]
[¥40,000,000,000]	  	CUSIP: 931142 DS9
ISIN No.: XS1645684157
Common Code: 164568415	
WAL-MART STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware, and any successor corporation pursuant to the Indenture (herein referred to as the “Company”), for value received, hereby promises to pay to [INSERT NAME OF REGISTERED HOLDER; IN THE CASE OF THE INITIAL GLOBAL SECURITY INSERT: “THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED”] or registered assigns, the principal sum of [INSERT PRINCIPAL AMOUNT OF SECURITY; IN THE CASE OF THE INITIAL GLOBAL SECURITY INSERT: “FORTY BILLION YEN (¥40,000,000,000), except as otherwise noted on the attached Schedule of Increases or Decreases in Global Note,”] on July 18, 2024, and to pay interest, computed on the basis of a 360-day year consisting of twelve 30-day months, semi-annually in arrears on January 18 and July 18 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), commencing on January 18, 2018, on said principal sum in like currency, at the rate per annum specified in the title of this Note from July 18, 2017 or from the most recent January 18 or July 18 to which interest has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note is registered (the “Holder”) at the close of business on the preceding January 4, in the case of an Interest Payment Date of January 18, and on the preceding July 4, in the case of an Interest Payment Date of July 18 (each, a “Record Date”). The term “Business Day” means any day which is not a day on which banking institutions in The City of New York, Tokyo, London or the relevant place of payment are authorized or required by law, regulation or executive order to close.

Reference is made to the further provisions of this Note set forth on the succeeding sections hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to in Section 1 hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed by its Chairman of the Board, its Vice Chairman, its President or one of its Vice Presidents and by its Secretary or one of its Assistant Secretaries, each by manual or facsimile signature and under its corporate seal.

	 		 	WAL-MART STORES, INC.	
				
	 		 	By:	 	 	
	 		 		 	Name:	
	 		 		 	Title:	
				
[SEAL]	 		 	By:	 	 	
	 		 		 	Name:	
	 		 		 	Title:	
Dated: [INSERT DATE OF ISSUANCE]
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated herein referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON	
    TRUST COMPANY, N.A.,
as Trustee	
		
By:	 	 	
	 	Authorized Signatory	

WAL-MART STORES, INC.
0.298% NOTES DUE 2024
1. Indenture; Notes . This Note is one of a duly authorized Series of Securities of the Company designated as the “0.298% Notes Due 2024” (the “Notes”), initially issued in an aggregate principal amount of ¥40,000,000,000 on July 18, 2017. Such Series of Securities has been established pursuant to, and is one of an indefinite number of Series of debt securities of the Company, issued or issuable under and pursuant to, the Indenture, dated as of July 19, 2005, by and between the Company, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of December 1, 2006, and the Second Supplemental Indenture, dated as of December 19, 2014, in each case, by and between the Company, as Issuer, and the Trustee (the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes and of the terms upon which this Note is, and is to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and those set forth in this Note. To the extent that the terms, conditions and other provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern.
All capitalized terms which are used but not defined in this Note shall have the meanings assigned to them in the Indenture.
The Company may, without the consent of the Holders, create and issue additional Securities ranking equally with the Notes and otherwise identical in all respects (except for the public offering price, initial interest accrual date, initial Interest Payment Date, and the issue date) so that such additional Securities shall be consolidated and form a single Series with the Notes; provided, however, that any additional Securities that are not fungible with any then outstanding Notes for United States federal income tax purposes will be issued under CUSIP, ISIN and Common Code numbers separate from the CUSIP, ISIN and Common Code numbers of such outstanding Notes; and provided , further , that no additional Securities of any existing or new Series may be issued under the Indenture if an Event of Default has occurred and remains uncured thereunder.
2. Ranking . The Notes shall constitute the senior unsecured debt obligations of the Company and shall rank equally in right of payment among themselves and with all other existing and future senior unsecured debt obligations of the Company.
3. Payment of Overdue Amounts . The Company shall pay interest on overdue principal and overdue installments of interest, if any, from time to time, calculated on the basis of a 360-day year consisting of twelve 30-day months, giving effect to the actual payment date for such overdue principal and overdue installments of interest, on demand at the interest rate borne by the Notes to the extent lawful.

4. Payment of Additional Amounts; Redemption Upon a Tax Event .
(a) Payment of Additional Amounts . The Company shall pay to any Holder (which term, for purposes of this Section 4, includes each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any political subdivision or taxing authority thereof or therein (including any tax, assessment or other governmental charge imposed on the additional amounts so paid as provided for in this Section 4(a)), will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:
(i) any tax, assessment or other governmental charge that is imposed or withheld solely by reason of (A) the existence of any present or former connection (other than a connection arising solely from the ownership of the Notes or the receipt of payments or enforcement of rights in respect of the Notes) between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States, including such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, (1) being or having been a citizen or resident or treated as a resident of the United States, (2) being or having been present in, or engaged in a trade or business in, the United States, (3) being treated as having been present in, or engaged in a trade or business in, the United States, or (4) having or having had a permanent establishment in the United States;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) any tax, assessment or other governmental charge imposed by reason of such Holder’s past or present status a personal holding company, a controlled foreign corporation, a passive foreign investment company or a foreign private foundation or other foreign tax-exempt organization with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax;
(iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on such Holder’s Notes;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of the Holder to comply (to the extent that it is legally able to do so) with a request to satisfy any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the Holder, if such compliance is required by statute or by regulation of the U.S. Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
 
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(vii) any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any agreement (including any intergovernmental agreement) entered into in connection therewith;
(viii) any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(ix) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Code; or
(x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) in this Section 4(a).
In addition, to the extent described below, the Company shall not pay any Additional Amounts to any Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity. This exception will apply to a Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity only to the extent a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment subject to the tax, assessment or other governmental charge as to which withholding or another deduction occurs.
As used in the preceding paragraphs, “Non-U.S. Person” means a person that is not a United States person. The term “United States person” means an individual citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, a trust subject to the primary supervision of a court within the United States and the control of one or more United States persons as described in Section 7701(a)(30) of the Code, or a trust that existed on August 20, 1996, and elected to continue its treatment as a domestic trust.
Any reference in the terms of the Notes to any amounts payable in respect of the Notes shall be deemed also to refer to Additional Amounts, if any, in respect thereof.

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If the Company will be obligated to pay Additional Amounts under or with respect to any payment made on any of the Notes, at least 30 days prior to the date of such payment, the Company will deliver to the Trustee and the Paying Agent (as such term is defined in Section 15 below) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to the Holder on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Company becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Company may deliver such Officers’ Certificate as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee and the Paying Agent will be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary.
(b) Redemption Upon a Tax Event . The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (such date, the “Tax Redemption Date”) to be fixed by the Company on not less than 30 days’ and not more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes (the “Tax Redemption Price”), plus interest accrued but unpaid on the Notes to, but excluding, the Tax Redemption Date, if the Company determines that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after [INSERT THE DATE ON WHICH THE CONTRACT OF SALE OF THE NOTES IS MADE; IN THE CASE OF THE INITIAL GLOBAL SECURITY INSERT: “JULY 6, 2017”], the Company becomes, or based upon a written opinion of independent counsel selected by the Company, will become obligated to pay Additional Amounts with respect to the Notes.
Prior to the issuance of any notice of redemption pursuant to Section 16 hereof, the Company shall deliver to the Trustee (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (2) an Opinion of Counsel to such effect based on such statement of facts.
If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 16 hereof.
The notice of redemption shall specify the following:
(i) the Tax Redemption Date;
(ii) a brief statement to the effect that the Notes are being redeemed at the option of the Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption;
(iii) that on the Tax Redemption Date, the Tax Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable;
(iv) the amount of the Tax Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date;
 
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(v) the place or places where the Notes are to be surrendered for payment of the Tax Redemption Price and other amounts due as set forth in clause (iv) above;
(vi) that payment of the amounts due as set forth in clause (iv) above will be made upon presentation and surrender of the Notes;
(vii) that, following the redemption of any or all of the Notes pursuant to this Section 4(b), interest shall cease to accrue on such redeemed Notes; and
(viii) the CUSIP, ISIN and Common Code numbers of the Notes.
The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.
On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee or the Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the Indenture) an amount of money sufficient to pay the Tax Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date.
The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Tax Redemption Price, and from and after such date, unless the Company shall default in the payment of the Tax Redemption Price and accrued but unpaid interest, if any, upon the surrender for redemption of the Notes, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Tax Redemption Price, together with accrued but unpaid interest, if any, to, but excluding, the Tax Redemption Date.
If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Tax Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.
5. Payments in Yen; Payments to be Made in United States Dollars If Yen Unavailable. Payments of the principal of, the Tax Redemption Price, if any, with respect to, and the Additional Amounts, if any, with respect to, the Notes and interest on the Notes shall be payable in yen except as set forth below. Notwithstanding anything to the contrary in this Note, if the yen is no longer being used by the government of Japan or is no longer the currency of Japan or yen are unavailable to the Company as a result of the imposition of exchange controls or other circumstances beyond the Company’s control, then all payments in respect of the Notes will be made in United States dollars until the yen is again so used or is again the currency of Japan or yen are again available to the Company in the amounts sufficient to pay the amounts then due and payable with respect to this Note. In such event, the amount payable on any date in yen will be converted into United States dollars at the rate mandated by the Board of Governors of the United States Federal Reserve System as of the close of business on the second Business Day prior to the date on which the amount so payable is required to be paid hereunder or, in the event the Board of Governors of the Federal Reserve System has not mandated a rate of conversion on
 
5

such date, on the basis of the most recent United States dollar/yen exchange rate published in The Wall Street Journal on or most recently prior to the second Business Day prior to such payment date. Any payment in respect of the Notes so made in United States dollars will not constitute an Event of Default under or with respect to the Notes or the Indenture. The calculation of any amount payable in United States dollars under this Note shall be the sole responsibility of the Company and its calculation of such amount shall be conclusive, absent manifest error. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation of an amount payable in United States dollars hereunder.
6. Place and Method of Payment . The Company shall pay principal, Additional Amounts, if any, the Tax Redemption Price, if any, and interest on the Notes at the office or agency of the Paying Agent in London, England; provided, however, that at the option of the Company, the Company may pay interest by check mailed to the person entitled thereto at such person’s address as it appears on the Registry for the Notes.
7. Defeasance of the Notes . Sections 11.02, 11.03 and 11.04 of the Indenture shall apply to the Notes.
8. No Sinking Fund . The Notes are not subject to a sinking fund.
9. Amendment and Modification . Article Nine of the Indenture contains provisions for the amendment or modification of the Indenture and the Notes without the consent of the Holders in certain circumstances and requiring the consent of Holders of not less than a majority in aggregate principal amount of the Notes and Securities of other Series that would be affected in certain other circumstances. However, the Indenture requires the consent of each Holder of the Notes and Securities of other Series that would be affected for certain specified amendments or modifications of the Indenture and the Notes. These provisions of the Indenture, which provide for, among other things, the execution of supplemental indentures, are applicable to the Notes.
10. Event of Default; Acceleration of Maturity; Rescission and Annulment . If an Event of Default with respect to the Notes shall occur and be continuing, then the aggregate principal amount of the Notes of this Series may be declared by either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of this Series then Outstanding to be, and, in certain cases, may automatically become, immediately due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that, in the event of such an acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of all of the Notes of this Series then Outstanding, voting as a separate class, in accordance with the provisions of, and in the circumstances provided by, the Indenture, may rescind and annul such acceleration and its consequences with respect to all of the Notes.
11. Absolute Obligation. No reference herein to the Indenture and no provisions of the Notes or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the time and in the coin or currency herein prescribed.
 
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12. Form and Denominations; Global Note; Definitive Notes. The Notes are being issued in registered form without interest coupons in denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof. The Notes are being issued in the form of one or more global notes (the “Global Note”), evidencing all or any portion of the Notes and registered initially in the name of The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as the common depositary of Clearstream Banking, S.A. and Euroclear Bank SA/NV (the “Common Depositary”) (including its respective successors) under the Indenture. The Notes shall be issued in certificated form (each, a “Definitive Note”) only in the following limited circumstances: (1) the Common Depositary is at any time unwilling or unable to continue as the Common Depositary, or Clearstream Banking, S.A. or Euroclear Bank SA/NV ceases to be a clearing agency registered under applicable law, and a successor Common Depositary is not appointed by the Company or a successor clearing agency satisfactory to the Company is not established within 90 days after the Company receives notice thereof; (2) the Company delivers to the Trustee a Company Order to the effect that this Note shall be exchangeable for Definitive Notes; or (3) an Event of Default has occurred and is continuing with respect to the Notes, in each such case this Note shall be exchangeable for Definitive Notes in an equal aggregate principal amount. Such Definitive Notes shall be registered in such name or names as the Common Depositary shall instruct the Trustee.
13. Registration, Transfer and Exchange. As provided in the Indenture and subject to certain limitations therein set forth, the Company shall provide for the registration of the Notes and the transfer and exchange of the Notes, whether in global or definitive form. At the option of the Holders, at the offices of the Registrar (as defined in Section 15 hereof), or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose pursuant to the provisions of the Indenture, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, except for any transfer tax or other governmental charges imposed in connection therewith, subject to Section 4 hereof, the Notes may be transferred or exchanged for an equal aggregate principal amount of the Notes of like tenor and of other authorized denominations upon surrender and cancellation of the Notes upon any such transfer.
The Company, the Trustee and any agent of the Company or of the Trustee may deem and treat the Holder as the absolute owner of this Note (whether or not the Notes shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payments hereon, or on account hereof, and for all other purposes, and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments made to or upon the order of such Holder shall, to the extent of the amount or amounts paid, effectually satisfy and discharge liability for moneys payable on this Note.
Notwithstanding the preceding paragraphs of this Section 13, any registration of transfer or exchange of a Global Note shall be subject to the terms of the legend appearing on the initial page thereof.
 
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14. No Recourse Against Others . No recourse under or upon any obligation, covenant or agreement of the Company arising under or set forth in the Notes or under the Indenture, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
15. Appointment of Agents. The Bank of New York Mellon Trust Company, N. A. is hereby appointed the registrar (the “Registrar”) for the purpose of registering the Notes and of effecting transfers and exchanges of the Notes pursuant to the Indenture and this Note (the “Transfer Agent”). The Bank of New York Mellon acting through its London Branch is hereby appointed paying agent with respect to the Notes pursuant to Section 3.04 of the Indenture (the “Paying Agent”).
16. Notices . If the Company is required to give notice to the Holders of the Notes pursuant to the terms of the Indenture, then it shall do so by the means and in the manner set forth in Section 1.06 of the Indenture.
17. Separability . In case any provision of the Indenture or the Notes shall, for any reason, be held to be invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions thereof and hereof shall not in any way be affected or impaired thereby.
18. GOVERNING LAW . THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
For the value received, the undersigned hereby assigns and transfers the within Note, and all rights thereunder, to:

(Insert assignee’s legal name)

(Insert assignee’s social security or tax identification number)

(Print or type assignee’s name, address and zip code)

 
 
and irrevocably appoints             
                                                                                                              
to transfer this Note on the books of Wal-Mart Stores, Inc. The agent may substitute another to act for it.

	  	Your Signature:	  	 	
	  		  	(Sign exactly as your name appears on the face of this Note)	

Date:	 	                                         	
Signature Guarantee
The signature(s) should be Guaranteed by an Eligible Guarantor Institution pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
* * * * *
The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	  	as tenants in common	
		
TEN ENT -	  	as tenants by the entireties	
		
JT ENT -	  	as joint tenants with right
of survivorship and not as
tenants in common	

                     UNIF GIFT MIN ACT -	 	                	  	Custodian	  	                	 	under the Uniform Gifts to Minors Act	 	            	 		
	 	(Cust)	  		  	(Minor)	 		 	(State)	 		
Additional abbreviations may also be used although not in the above list.

[IF A GLOBAL SECURITY, INCLUDE THE SCHEDULE SET FORTH BELOW]
[SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made.

Date of Change	 	Amount of
decrease in
Principal Amount
of this Global
Note	 	Amount of
increase in
Principal Amount
of this Global
Note	 	Principal
Amount of this
Global Note
following such
decrease or
increase	 	Signature of
authorized
signatory of
Trustee or
Common
Depositary]	

Exhibit 4(c)
WAL-MART STORES, INC.
Series Terms Certificate
Pursuant to the Indenture
Relating to 0.520% Notes Due 2027
Pursuant to Section 3.01 of the Indenture, dated as of July 19, 2005, as amended and supplemented by that certain First Supplemental Indenture, dated as of December 1, 2006, and that certain Second Supplemental Indenture, dated as of December 19, 2014 (as so amended and supplemented, the “Indenture”), made between Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), Matthew Allen, Vice President—Finance & Assistant Treasurer of the Company (the “Certifying Authorized Officer”), hereby certifies as follows, and Gordon Y. Allison, Vice President, Division General Counsel, Corporate, and Assistant Secretary of the Company, attests to the following certification. Any capitalized term used herein shall have the definition ascribed to that term as set forth in the Indenture unless otherwise defined herein.
A. This certificate is a Series Terms Certificate contemplated by Section 3.01 of the Indenture and is being executed to evidence the establishment and approval of the terms and conditions of a Series that was established pursuant to Section 3.01 of the Indenture by means of a Unanimous Written Consent of the Executive Committee of the Board of Directors of the Company, effective as of June 14, 2017, and a Unanimous Written Consent of the Executive Committee of the Board of Directors of the Company, effective as of June 30, 2017 (collectively, the “Series Consents”), which Series is designated as the “0.520% Notes Due 2027” (the “2027 Series”) by the Certifying Authorized Officer pursuant to the grant of authority under the terms of the Series Consents.
B. Each of the undersigned has read the Indenture, including the provisions of Sections 1.02 and 3.01 and the definitions relating thereto, and the resolutions adopted in the Series Consents. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not all conditions precedent provided for in the Indenture relating to the execution and delivery by the Trustee of the Indenture, to the creation, establishment and approval of the title, the form and the terms of a Series under the Indenture, and to the authentication and delivery by the Trustee of promissory notes of a Series, have been complied with. In the opinion of the undersigned, (i) all such conditions precedent have been complied with and (ii) there are no Events of Default, or events which, with the passage of time, would become an Event of Default under the Indenture that have occurred and are continuing at the date of this certificate.
C. Pursuant to the Series Consents, the Company is authorized to issue initially promissory notes of the 2027 Series and the other promissory notes of the other series of notes established by the Series Consents having an aggregate principal amount in yen not to exceed the equivalent to $1,500,000,000 (with yen converted into United States dollars using a calculation rate determined as provided for in the Series Consents). Copies of the Series Consents are attached hereto as Annex A . Any promissory notes that the Company issues that are a part of the 2027 Series (the “2027 Notes”) shall be issued in

registered book-entry form, shall be substantially in the form attached hereto as Annex B (the “Form of 2027 Note”) and shall initially be represented by a global security. Acting pursuant to authority delegated to the Certifying Authorized Officer pursuant to the Series Consents, the Certifying Authorized Officer has approved and set the aggregate principal amount of the 2027 Notes initially to be issued (the “Initial 2027 Notes”) to be ¥60,000,000,000.
D. Pursuant to Section 3.01 of the Indenture, the terms and conditions of the 2027 Series and the 2027 Notes are established and approved to be the following:
 
 	1.	Designation :	
The Series established by the Series Consents is designated as the “0.520% Notes Due 2027”.
 
 	2.	Aggregate Principal Amount :	
The 2027 Series is not limited as to the aggregate principal amount of all the promissory notes of the 2027 Series that the Company may issue; provided, however, that any additional promissory notes of the 2027 Series that are not fungible with any then outstanding 2027 Notes for United States federal income tax purposes will be issued under CUSIP, ISIN and Common Code numbers separate from the CUSIP, ISIN and Common Code numbers of such outstanding 2027 Notes. The Company is issuing the Initial 2027 Notes in an aggregate original principal amount of ¥60,000,000,000.
 
 	3.	Maturity :	
Final maturity of the 2027 Notes shall be July 16, 2027.
 
 	4.	Interest :	
 
 	a.	Rate	
The 2027 Notes shall bear interest at the rate of 0.520% per annum, which interest shall commence accruing from and including July 18, 2017 (the “Interest Accrual Date”). Additional Amounts (as defined in Section 4(a) of the Form of 2027 Note), if any, shall also be payable in relation to payments of principal and interest on the 2027 Notes.
 
 	b.	Payment Dates	
Interest shall be payable on the 2027 Notes semi-annually in arrears on each January 16 and July 16 prior to the Notes’ Maturity and at Maturity to the person or persons in whose name or names the 2027 Notes are registered at the close of business on the immediately preceding January 2 and July 2, respectively. Interest on the 2027 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
 
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 	5.	Currency of Payment :	
The principal, the Tax Redemption Price (as defined in Section 4(b) of the 2027 Note), if any, Additional Amounts, if any, and interest payable with respect to the 2027 Notes shall be payable in yen except as provided in Section 5 of the Form of 2027 Note.
 
 	6.	Payment Places :	
All payments of principal of, the Tax Redemption Price, if any, and Additional Amounts, if any, with respect to, and interest on, the 2027 Notes shall be made as set forth in Section 6 of the Form of 2027 Note.
 
 	7.	Optional Redemption Features :	
The Company may redeem the 2027 Notes upon the occurrence of certain tax events as set forth in Section 4(b) of the Form of 2027 Note.
There shall be no sinking fund with respect to the 2027 Notes.
 
 	8.	Special Redemption Features, etc. :	
None.
 
 	9.	Denominations :	
¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof for the 2027 Notes.
 
 	10.	Principal Repayment :	
100% of the principal amount of the 2027 Notes.
 
 	11.	Registrar, Paying Agent, Transfer Agent, Authenticating Agent and Common Depositary :	
The Bank of New York Mellon Trust Company, N.A. shall be the registrar, Authenticating Agent, and transfer agent for the 2027 Notes. The Bank of New York Mellon acting through its London Branch shall be the paying agent for the 2027 Notes and shall be the common depositary of the 2027 Notes for Clearstream Banking S.A. and Euroclear Bank SA/NV.
 
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 	12.	Payment of Additional Amounts:	
The Company shall pay Additional Amounts as set forth under Section 4(a) of the Form of 2027 Note.
 
 	13.	Book-Entry Procedures :	
The 2027 Notes shall initially be issued in the form of a single global note registered in the name of The Bank of New York Depositary (Nominees) Limited, as nominee for The Bank of New York Mellon, London Branch, as common depositary for Clearstream Banking S.A. and Euroclear Bank SA/NV, and shall be issued in certificated form only in limited circumstances, in each case, as set forth under Sections 12 and 13 of the Form of 2027 Note.
 
 	14.	Other Terms :	
Sections 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 of the Form of 2027 Note shall also apply to the 2027 Notes.
The 2027 Notes shall not have any terms or conditions of the type contemplated by clause (ii), (iii), (vi), (vii), (xii), (xiii), (xvi), (xvii), (xix) or (xx) of Section 3.01 of the Indenture.
E. The 2027 Notes shall be issued pursuant to and governed by the Indenture. To the extent that the Indenture’s terms apply to the 2027 Notes specifically or apply to the terms of all Securities of all Series established pursuant to and governed by the Indenture, such terms shall apply to the 2027 Notes.
[Signature page follows]
 
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IN WITNESS WHEREOF , the undersigned has hereunto executed this Certificate as of July 6, 2017.

	 	/s/ Matthew Allen	
	 	Matthew Allen	
	 	Vice President - Finance & Assistant Treasurer	
		
ATTEST:	 		
		
/s/ Gordon Y. Allison	 		
Gordon Y. Allison	 		
Vice President, Division General Counsel,
    Corporate, and Assistant Secretary	 		
[Signature Page to Series Terms Certificate for 0.520% Notes Due 2027]

ANNEX A
SERIES CONSENTS
UNANIMOUS WRITTEN CONSENT TO ACTION IN LIEU OF A SPECIAL MEETING
OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
OF WAL-MART STORES, INC.

The undersigned, being all of the members of the Executive Committee of the Board of Directors of Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), do hereby consent to the adoption of the following resolutions in accordance with the provisions of Section 141(f) of the General Corporation Law of Delaware (the “DGCL”) by executing this written consent or, as contemplated by Section 141(f) of the DGCL and the Amended and Restated Bylaws of the Company, by an electronic transmission noting approval hereof (this “Written Consent”):
Recitals
WHEREAS , the Company has outstanding $3,000,0000 aggregate principal amount of its 6.500% notes due 2037, $2,000,000,000 aggregate principal amount of its 6.200% notes due 2038, $1,250,000,000 aggregate principal amount of its 5.625% notes due 2040, and $2,000,000,000 aggregate principal amount of its 5.625% notes due 2041 (collectively, the “Dollar Securities”) and £1,000,000,000 aggregate principal amount of its 4.875% notes due 2039, £1,000,000,000 aggregate principal amount of its 5.250% notes due 2035 and £500,000,000 aggregate principal amount of its 5.750% notes due 2030 (collectively, the “Sterling Securities” and together with the Dollar Securities, the “Securities”); and
WHEREAS, for the purpose of reducing the Company’s future interest expense, it is in the best interest of the Company and its shareholders for the Company to make: (i) a cash tender offer for Dollar Securities, with the total purchase price to be paid for Dollar Securities to be purchased in such tender offer not to exceed $2,000,000,000 in the aggregate (the “Dollar Tender Offer”); and (ii) a cash tender offer for Sterling Securities, with the total purchase price to be paid for Sterling Securities to be purchased in such tender offer not to exceed £500,000,000 in the aggregate (the “Sterling Tender Offer,” and together with the Dollar Tender Offer, the “Tender Offers”); and
WHEREAS, the Company desires to offer and sell certain of its senior, unsecured notes in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and to offer and sell in an underwritten public offering promissory notes of one or two series of its senior, unsecured debt securities issued pursuant to the terms of the Indenture, dated as of July 19, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Indenture Trustee”), as supplemented by the First Supplemental Indenture, dated as of December 1, 2006, and the Second Supplemental Indenture, dated as of December 19, 2014, each between the Company and the Trustee (the “Indenture”), in reliance on the Company’s Registration Statement on Form S-3ASR (Registration No. 333-201074) (the “Registration Statement”), with the aggregate principal amount of all of such notes sold and issued not to exceed the equivalent in Japanese yen of $1,500,000,000;
Resolutions relating to the Tender Offers
NOW THEREFORE BE IT RESOLVED , that the Company is hereby authorized: (i) to offer to purchase and to purchase for cash in the Dollar Tender Offer, on such terms and subject to such conditions as one or more of the Chairman of the Board of Directors, the Chief Executive Officer, any Vice Chairman, the Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President,

the Controller and the Treasurer of the Company (each an “Authorized Officer”) shall determine to be appropriate, Dollar Securities for a purchase price not to exceed $2,000,000,000 in the aggregate; (ii) to offer to purchase and to purchase for cash in the Sterling Tender Offer, on such terms and subject to such conditions as one or more Authorized Officers shall determine to be appropriate, Sterling Securities for a purchase price not to exceed £500,000,000 in the aggregate; and (iii) upon the consummation of the Tender Offers, to cancel all of the Securities purchased by the Company in the Tender Offers; and be it
FURTHER RESOLVED , that the Company is hereby authorized: (i) to engage Barclays Capital Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC (collectively, the “Dealer-Managers”) to act as the dealer-managers of the Tender Offers; (ii) to engage Global Bondholder Services Corporation (“GBSC”) to act as the depositary and information agent for the Tender Offers; and (iii) to negotiate, enter into, execute and deliver, and perform the Company’s obligations under (a) a Dealer- Manager Agreement among the Company and the Dealer-Managers (the “Dealer-Manager Agreement) and (b) a Depositary and Information Agent Agreement between the Company and GBSC (the “Depositary Agreement”), with the Dealer-Manager Agreement and the Depositary Agreement to have such terms and conditions as are approved by an Authorized Officer, such approval to be evidenced by an Authorized Officer’s execution, for and on behalf of the Company, of the Dealer-Manager Agreement or the Depositary Agreement, as applicable; and be it
Resolutions relating to the Offering Transactions
FURTHER RESOLVED , that two series of senior, unsecured promissory notes of the Company shall be, and they hereby are, created, established and authorized for issuance and sale pursuant to the terms of the Indenture (the “Note Series”), each of which Note Series shall have the terms established and approved as provided, or as shall be established in accordance with, these resolutions; and be it
FURTHER RESOLVED , that the Company is hereby authorized to offer, sell and issue: (i) senior, unsecured promissory notes (the “Private Notes”) in a transaction exempt from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act (the “Private Placement”), which notes need not be issued under any indenture of the Company; and (ii) senior, unsecured notes of either or both of the Note Series (the “Public Notes”) in an underwritten public offering separate and distinct from the Private Placement (the “Offering”), with each of the Private Notes and the promissory notes of each Note Series to be denominated in Japanese Yen and to mature no later than the thirtieth day after the tenth anniversary of such Note’s issuance, and with the sum of (1) the aggregate principal amount of the Private Notes and (2) the aggregate principal amount of the Public Notes sold and issued not to exceed the Japanese yen equivalent in value to $1,500,000,000 (determined based on an exchange rate of Japanese yen for U.S. dollars chosen by an Authorized Officer); and be it
FURTHER RESOLVED , that the Authorized Officers are, and each of them is, hereby authorized, in the name and on behalf of the Company: (i) to establish and to approve the terms and conditions of the Private Notes and of the promissory notes of each Note Series, including the maturity date of, and the rate at which interest will accrue on, each of the Private Notes and the promissory notes of each Note Series; (ii) to set the aggregate principal amount of the Private Notes to be offered, sold and issued in the Private Placement and the aggregate principal amount of the Public Notes to be offered, sold and issued in the Offering; (iii) to determine that no Private Notes or no Public Notes of either or both of the Note Series will be offered, issued or sold; and (iv) to approve the form, terms and conditions of the instruments representing (a) each of the Private Notes sold and issued and (b) the promissory notes of each of the Note Series, which actions of such Authorized Officer or Authorized Officers will be conclusively evidenced by an Authorized Officer’s execution, for and on behalf of the Company of, in the case of each Private Note, a Note Purchase Agreement (as defined below) relating to such Private Note with the form of such Private Note attached thereto and, in the case of the instruments representing the promissory notes of each of the Note Series, the Underwriting Agreement (as defined below) and a SeriesTerms Certificate (as defined in the Indenture) with respect to each Note Series in accordance with Section 3.01 of the Indenture, as applicable; and be it

FURTHER RESOLVED, that the Company is hereby authorized: (i) to engage Goldman Sachs & Co. LLC or an affiliate thereof (“Goldman Sachs”) and MUFG Securities Americas Inc. or an affiliate thereof (“MUFG”) and one or more other placement agents as shall be determined by an Authorized Officer or Authorized Officers (collectively, the “Placement Agents”) to serve as placement agents for the Private Notes; and (ii) to negotiate, enter into, execute and deliver, and perform the Company’s obligations under: (a) an engagement or placement agreement with the Placement Agents providing for the Placement Agents to serve as such placement agents (the “Placement Agent Agreement”), and (b) one or more note purchase agreements between or among the Company and the investors in the Private Notes (each, a “Note Purchase Agreement”) providing for the sale by the Company and the purchase by such investors of Private Notes having an aggregate principal amount determined by one or more Authorized Officers pursuant to the authority delegated to the Authorized Officers above, with the Placement Agent Agreement and each Note Purchase Agreement to have such terms, provisions and conditions as are approved by an Authorized Officer, such approval to be evidenced by an Authorized Officer’s execution, for and on behalf of the Company, of the Placement Agent Agreement or the Note Purchase Agreement, as applicable; and be it
FURTHER RESOLVED , that the Company is hereby authorized to enter into, execute and deliver, and perform its obligations under, a Pricing Agreement and an Underwriting Agreement (collectively, the “Underwriting Agreement”) among, in each case, the Company and Goldman Sachs, MUFG and such other underwriter or underwriters as shall be determined by one or more Authorized Officers (collectively, the “Underwriters”), which Underwriting Agreement shall provide for the sale by the Company and the purchase by the Underwriters of promissory notes of either or both of the Note Series, with such promissory notes to have an aggregate principal amount determined by, and contain such terms, including the price to be paid to the Company by the Underwriters for such promissory notes under the Underwriting Agreement, and conditions as are approved by, one or more Authorized Officers pursuant to the authority delegated to the Authorized Officers above, with each such determination and approval by one or more Authorized Officers to be conclusively evidenced by the execution by an Authorized Officer, for and on behalf of the Company, of the Underwriting Agreement and any other agreements necessary to effectuate the intent of these resolutions; and be it
FURTHER RESOLVED , that the Indenture Trustee shall be, and it hereby is, authorized and directed to authenticate and deliver the promissory notes, including any global note or global notes representing the Note Series to be sold and issued under the Underwriting Agreement to or upon the written order of the Company as provided in the Indenture; and be it
FURTHER RESOLVED , that the Company shall be, and it hereby is, authorized to issue one or more global notes to represent the Public Notes of each Note Series sold and to be issued in accordance with these resolutions and not issue promissory notes of the Note Series in definitive form, each of which global notes shall be in such form as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by that Authorized Officer’s execution, for and on behalf of the Company, of such global notes, and to permit each such global note to be registered in the name of a nominee of The Depository Trust Company (“DTC”) or such other person as an Authorized Officer shall approve, such approval to be conclusively evidenced by an Authorized Officer’s execution, for and on behalf of the Company, of the global notes and beneficial interests in the global notes representing the promissory notes of the Note Series to be otherwise shown on, and transfers of such beneficial interests effected through, records maintained by DTC and its respective participants; and be it
General
FURTHER RESOLVED , that the Authorized Officers are, and each of them is, hereby authorized, in the name and on behalf of the Company, to execute and deliver the Dealer-Manager Agreement, the Depositary Agreement, the Placement Agent Agreement, the Note Purchase Agreement, the Underwriting Agreement, the Series Term Certificate for each of the Note Series, Private Notes having an aggregate principal amount as set forth in the Note Purchase Agreement and an instrument or instruments representing the Public Notes, which instruments may be global promissory notes, having an aggregate principal amount as set forth in the Underwriting Agreement; and be it

FURTHER RESOLVED , that the signatures of the Authorized Officers executing any promissory note of either or both of the Note Series, including any global note or global notes representing any Note Series, may be the manual or facsimile signatures of the present or any future Authorized Officers and may be imprinted or otherwise reproduced thereon, and any such facsimile signature shall be binding upon the Company, notwithstanding the fact that at the time the promissory notes of the Note Series are authenticated and delivered and disposed of, the person whose facsimile signature shall have ceased to be an Authorized Officer; and be it
FURTHER RESOLVED , that, without in any way limiting the authority heretofore granted to any Authorized Officer, the Authorized Officers shall be, and each of them singly is, authorized and empowered to do and perform all such acts and things and to execute and deliver, for and on behalf of the Company, any and all agreements, documents, certificates and instruments and to take any and all such actions as they may deem necessary, desirable or proper in order to carry out the intent and purpose of the foregoing resolutions and for the Company to perform its obligations under or with respect to the Tender Offers, the Dealer-Manager Agreement, the Depositary Agreement, the Note Purchase Agreement, the Private Notes sold under the Note Purchase Agreement, the Placement Agent Agreement, the Underwriting Agreement, the Indenture and the Public Notes sold under the Underwriting Agreement, and to incur and pay on behalf of the Company all such expenses, obligations and fees in connection therewith as they may deem proper.
IN WITNESS WHEREOF , the members of the Executive Committee have executed this Written Consent (whether manually or electronically as referenced above) effective as of June 14, 2017.

/s/ James I. Cash, Jr., Ph.D.*	 		 	/s/ C. Douglas McMillon*	
James I. Cash, Jr., Ph.D.	 		 	C. Douglas McMillon	
			
/s/ Gregory C. Penner*	 		 	/s/ S. Robson Walton*	
Gregory C. Penner	 		 	S. Robson Walton	
 
*	Note: Each of Dr. Cash, Mr. McMillon, Mr. Penner and Mr. Walton consented to the adoption of the resolutions set forth above by means of an electronic transmission as contemplated by Section 141(f) of the General Corporation Law of Delaware and the Amended and Restated Bylaws of Wal-Mart Stores, Inc.	

UNANIMOUS WRITTEN CONSENT TO ACTION IN LIEU OF A SPECIAL MEETING
OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
OF WAL-MART STORES, INC.

The undersigned, being all of the members of the Executive Committee of the Board of Directors of Wal- Mart Stores, Inc., a Delaware corporation (the “Company”), do hereby consent to the adoption of the following resolutions in accordance with the provisions of Section 141(f) of the General Corporation Law of Delaware (the “DGCL”) by executing this written consent or, as contemplated by Section 141(f) of the DGCL and the Amended and Restated Bylaws of the Company, by an electronic transmission noting approval hereof (this “Written Consent”):
WHEREAS , the Executive Committee of the Board of Directors of the Company (the “Committee”) approved by unanimous written consent effective as of June 14, 2017 (the “June 14, 2017 Consent”) the creation and establishment of two series of senior, unsecured promissory notes of the Company to be issued under the Indenture (the “Original Series”) and certain other actions of the Company; all capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to those capitalized terms in the June 14, 2017 Consent; and
WHEREAS, it has been determined that it is in the best interests of the Company and its shareholders for the Company to offer, sell and issue senior, unsecured promissory notes of three different series in the Offering pursuant to the Registration Statement and the Underwriting Agreement, and, therefore, a third series of senior, unsecured promissory notes must be created and established under the terms of the Indenture for offer and sale in the Offering;
NOW THEREFORE BE IT RESOLVED , that a series of senior, unsecured promissory notes of the Company shall be, and it hereby is, created, established and authorized for issuance and sale pursuant to the Indenture (the “Additional Series,” and together with the Original Series, the “Three Series of Notes”), which Additional Series shall have the terms established and approved in the same manner as the terms of each of the Original Series are established and approved in accordance with the resolutions adopted by the Committee by means of the June 14, 2017 Consent (the “Original Resolutions”), provided that the promissory notes of each of the Three Series of Notes shall mature at a date no later than the thirtieth day after the tenth anniversary of the initial issuance of promissory notes of such Three Series of Notes; and be it
FURTHER RESOLVED , that (a) each of the Company and the Authorized Officers is hereby authorized to take all actions, to perform, or to cause the Company to perform, all of the Company’s obligations, and to do all things with respect to and under the Additional Series, the promissory notes of the Additional Series and the instruments, including any global notes, representing promissory notes of the Additional Series, including, without limitation, in connection with and under the Offering, the Indenture and the Underwriting Agreement, (i) as the Company and the Authorized Officers are authorized to take, to perform, to cause to be performed or to do with respect to each Original Series, the promissory notes of each Original Series and the instruments, including any global notes, representing the promissory notes of each Original Series under the Original Resolutions and (ii) as if the defined term “Note Series” as used in the June 14, 2017 Consent were defined to mean the Three Series of Notes, and (b) the defined term “Note Series” as used in the June 14, 2017 Consent is hereby amended to mean the Three Series of Notes for all purposes; and be it
FURTHER RESOLVED, that the Company is hereby authorized to use the net proceeds of the sale of the promissory notes of each of the Three Series of Notes in the Offering for the Company’s general corporate purposes and that any global notes to be issued to represent promissory notes of any of the Three Series of Notes shall be in a form to permit such global notes to be registered in the name of a nominee of a common depositary for Clearstream Banking, SA and Euroclear Bank SA/NV and beneficial interests in such global notes to be otherwise shown on, and transfers of those beneficial interests to be effected through, records maintained by such common depositary or Clearstream Banking, SA, Euroclear Bank SA/NV or their respective participants.
[Signature page follows.]

IN WITNESS WHEREOF , the members of the Executive Committee have executed this Written Consent (whether manually or electronically as referenced above) effective as of June 29, 2017.

/s/ James I. Cash, Jr., Ph.D.*	 		 	/s/ C. Douglas McMillon*	
James I. Cash, Jr., Ph.D.	 		 	C. Douglas McMillon	
			
/s/ Gregory C. Penner*	 		 	/s/ S. Robson Walton*	
Gregory C. Penner	 		 	S. Robson Walton	
 
*	Note: Each of Dr. Cash, Mr. McMillon, Mr. Penner and Mr. Walton consented to the adoption of the resolutions set forth above by means of an electronic transmission as contemplated by Section 141(f) of the General Corporation Law of Delaware and the Amended and Restated Bylaws of Wal-Mart Stores, Inc.	

ANNEX B
FORM OF 2027 NOTE
[IF A GLOBAL SECURITY, INSERT: THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH (THE “COMMON DEPOSITARY”), FOR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”) AND EUROCLEAR BANK SA/NV (“EUROCLEAR”). UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER DEPOSITARY OR BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
W AL -M ART S TORES , I NC .
0.520% NOTES DUE 2027

Number [1]
[¥60,000,000,000]	 		  	CUSIP: 931142 DT7
ISIN No.: XS1645684314
Common Code: 164568431	
WAL-MART STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware, and any successor corporation pursuant to the Indenture (herein referred to as the “Company”), for value received, hereby promises to pay to [INSERT NAME OF REGISTERED HOLDER; IN THE CASE OF THE INITIAL GLOBAL SECURITY INSERT: “THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED”] or registered assigns, the principal sum of [INSERT PRINCIPAL AMOUNT OF SECURITY; IN THE CASE OF THE INITIAL GLOBAL SECURITY INSERT: “SIXTY BILLION YEN (¥60,000,000,000), except as otherwise noted on the attached Schedule of Increases or Decreases in Global Note,”] on July 16, 2027, and to pay interest, computed on the basis of a 360-day year consisting of twelve 30-day months, semi-annually in arrears on January 16 and July 16 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), commencing on January 16, 2018, on said principal sum in like currency, at the rate per annum specified in the title of this Note from July 18, 2017 or from the most recent January 16 or July 16 to which interest has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note is registered (the “Holder”) at the close of business on the preceding January 2, in the case of an Interest Payment Date of January 16, and on the preceding July 2, in the case of an Interest Payment Date of July 16 (each, a “Record Date”). The term “Business Day” means any day which is not a day on which banking institutions in The City of New York, Tokyo, London or the relevant place of payment are authorized or required by law, regulation or executive order to close.

Reference is made to the further provisions of this Note set forth on the succeeding sections hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to in Section 1 hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed by its Chairman of the Board, its Vice Chairman, its President or one of its Vice Presidents and by its Secretary or one of its Assistant Secretaries, each by manual or facsimile signature and under its corporate seal.

	 	WAL-MART STORES, INC.	
		
	 	By:                                                                                       	
	 	      Name:	
	 	      Title:	
		
[SEAL]	 	By:                                                                                       	
	 	      Name:	
	 	      Title:	
Dated: [INSERT DATE OF ISSUANCE]]
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated herein referred to in the within-mentioned Indenture.

	 	THE BANK OF NEW YORK MELLON	
	 	    TRUST COMPANY, N.A.,
as Trustee	
		
	 	By:                                                                              	
	 	      Authorized Signatory	

WAL-MART STORES, INC.
0.520% NOTES DUE 2027
1. Indenture; Notes . This Note is one of a duly authorized Series of Securities of the Company designated as the “0.520% Notes Due 2027” (the “Notes”), initially issued in an aggregate principal amount of ¥60,000,000,000 on July 18, 2017. Such Series of Securities has been established pursuant to, and is one of an indefinite number of Series of debt securities of the Company, issued or issuable under and pursuant to, the Indenture, dated as of July 19, 2005, by and between the Company, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of December 1, 2006, and the Second Supplemental Indenture, dated as of December 19, 2014, in each case, by and between the Company, as Issuer, and the Trustee (the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes and of the terms upon which this Note is, and is to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and those set forth in this Note. To the extent that the terms, conditions and other provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern.
All capitalized terms which are used but not defined in this Note shall have the meanings assigned to them in the Indenture.
The Company may, without the consent of the Holders, create and issue additional Securities ranking equally with the Notes and otherwise identical in all respects (except for the public offering price, initial interest accrual date, initial Interest Payment Date, and the issue date) so that such additional Securities shall be consolidated and form a single Series with the Notes; provided, however, that any additional Securities that are not fungible with any then outstanding Notes for United States federal income tax purposes will be issued under CUSIP, ISIN and Common Code numbers separate from the CUSIP, ISIN and Common Code numbers of such outstanding Notes; and provided , further , that no additional Securities of any existing or new Series may be issued under the Indenture if an Event of Default has occurred and remains uncured thereunder.
2. Ranking . The Notes shall constitute the senior unsecured debt obligations of the Company and shall rank equally in right of payment among themselves and with all other existing and future senior unsecured debt obligations of the Company.
3. Payment of Overdue Amounts . The Company shall pay interest on overdue principal and overdue installments of interest, if any, from time to time, calculated on the basis of a 360-day year consisting of twelve 30-day months, giving effect to the actual payment date for such overdue principal and overdue installments of interest, on demand at the interest rate borne by the Notes to the extent lawful.

4.	Payment of Additional Amounts; Redemption Upon a Tax Event .	
(a) Payment of Additional Amounts . The Company shall pay to any Holder (which term, for purposes of this Section 4, includes each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any political subdivision or taxing authority thereof or therein (including any tax, assessment or other governmental charge imposed on the additional amounts so paid as provided for in this Section 4(a)), will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:
(i) any tax, assessment or other governmental charge that is imposed or withheld solely by reason of (A) the existence of any present or former connection (other than a connection arising solely from the ownership of the Notes or the receipt of payments or enforcement of rights in respect of the Notes) between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States, including such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, (1) being or having been a citizen or resident or treated as a resident of the United States, (2) being or having been present in, or engaged in a trade or business in, the United States, (3) being treated as having been present in, or engaged in a trade or business in, the United States, or (4) having or having had a permanent establishment in the United States;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) any tax, assessment or other governmental charge imposed by reason of such Holder’s past or present status a personal holding company, a controlled foreign corporation, a passive foreign investment company or a foreign private foundation or other foreign tax-exempt organization with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax;
(iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on such Holder’s Notes;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of the Holder to comply (to the extent that it is legally able to do so) with a request to satisfy any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the Holder, if such compliance is required by statute or by regulation of the U.S. Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
 
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(vii) any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any agreement (including any intergovernmental agreement) entered into in connection therewith;
(viii) any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(ix) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Code; or
(x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) in this Section 4(a).
In addition, to the extent described below, the Company shall not pay any Additional Amounts to any Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity. This exception will apply to a Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity only to the extent a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment subject to the tax, assessment or other governmental charge as to which withholding or another deduction occurs.
As used in the preceding paragraphs, “Non-U.S. Person” means a person that is not a United States person. The term “United States person” means an individual citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, a trust subject to the primary supervision of a court within the United States and the control of one or more United States persons as described in Section 7701(a)(30) of the Code, or a trust that existed on August 20, 1996, and elected to continue its treatment as a domestic trust.
Any reference in the terms of the Notes to any amounts payable in respect of the Notes shall be deemed also to refer to Additional Amounts, if any, in respect thereof.
If the Company will be obligated to pay Additional Amounts under or with respect to any payment made on any of the Notes, at least 30 days prior to the date of such payment, the Company will deliver to the Trustee and the Paying Agent (as such term is defined in Section 15
 
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below) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to the Holder on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Company becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Company may deliver such Officers’ Certificate as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee and the Paying Agent will be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary.
(b) Redemption Upon a Tax Event . The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (such date, the “Tax Redemption Date”) to be fixed by the Company on not less than 30 days’ and not more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes (the “Tax Redemption Price”), plus interest accrued but unpaid on the Notes to, but excluding, the Tax Redemption Date, if the Company determines that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after [INSERT THE DATE ON WHICH THE CONTRACT OF SALE OF THE NOTES IS MADE; IN THE CASE OF THE INITIAL GLOBAL SECURITY INSERT: “JULY 6, 2017”], the Company becomes, or based upon a written opinion of independent counsel selected by the Company, will become obligated to pay Additional Amounts with respect to the Notes.
Prior to the issuance of any notice of redemption pursuant to Section 16 hereof, the Company shall deliver to the Trustee (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (2) an Opinion of Counsel to such effect based on such statement of facts.
If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 16 hereof.
The notice of redemption shall specify the following:
(i) the Tax Redemption Date;
(ii) a brief statement to the effect that the Notes are being redeemed at the option of the Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption;
(iii) that on the Tax Redemption Date, the Tax Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable;
(iv) the amount of the Tax Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date;
 
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(v) the place or places where the Notes are to be surrendered for payment of the Tax Redemption Price and other amounts due as set forth in clause (iv) above;
(vi) that payment of the amounts due as set forth in clause (iv) above will be made upon presentation and surrender of the Notes;
(vii) that, following the redemption of any or all of the Notes pursuant to this Section 4(b), interest shall cease to accrue on such redeemed Notes; and
(viii) the CUSIP, ISIN and Common Code numbers of the Notes.
The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.
On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee or the Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the Indenture) an amount of money sufficient to pay the Tax Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date.
The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Tax Redemption Price, and from and after such date, unless the Company shall default in the payment of the Tax Redemption Price and accrued but unpaid interest, if any, upon the surrender for redemption of the Notes, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Tax Redemption Price, together with accrued but unpaid interest, if any, to, but excluding, the Tax Redemption Date.
If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Tax Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.
5. Payments in Yen; Payments to be Made in United States Dollars If Yen Unavailable. Payments of the principal of, the Tax Redemption Price, if any, with respect to, and the Additional Amounts, if any, with respect to, the Notes and interest on the Notes shall be payable in yen except as set forth below. Notwithstanding anything to the contrary in this Note, if the yen is no longer being used by the government of Japan or is no longer the currency of Japan or yen are unavailable to the Company as a result of the imposition of exchange controls or other circumstances beyond the Company’s control, then all payments in respect of the Notes will be made in United States dollars until the yen is again so used or is again the currency of Japan or yen are again available to the Company in the amounts sufficient to pay the amounts then due and payable with respect to this Note. In such event, the amount payable on any date in yen will be converted into United States dollars at the rate mandated by the Board of Governors of the United States Federal Reserve System as of the close of business on the second Business Day prior to the date on which the amount so payable is required to be paid hereunder or, in the event the Board of Governors of the Federal Reserve System has not mandated a rate of conversion on
 
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such date, on the basis of the most recent United States dollar/yen exchange rate published in The Wall Street Journal on or most recently prior to the second Business Day prior to such payment date. Any payment in respect of the Notes so made in United States dollars will not constitute an Event of Default under or with respect to the Notes or the Indenture. The calculation of any amount payable in United States dollars under this Note shall be the sole responsibility of the Company and its calculation of such amount shall be conclusive, absent manifest error. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation of an amount payable in United States dollars hereunder.
6. Place and Method of Payment . The Company shall pay principal, Additional Amounts, if any, the Tax Redemption Price, if any, and interest on the Notes at the office or agency of the Paying Agent in London, England; provided, however, that at the option of the Company, the Company may pay interest by check mailed to the person entitled thereto at such person’s address as it appears on the Registry for the Notes.
7. Defeasance of the Notes . Sections 11.02, 11.03 and 11.04 of the Indenture shall apply to the Notes.
8. No Sinking Fund . The Notes are not subject to a sinking fund.
9. Amendment and Modification . Article Nine of the Indenture contains provisions for the amendment or modification of the Indenture and the Notes without the consent of the Holders in certain circumstances and requiring the consent of Holders of not less than a majority in aggregate principal amount of the Notes and Securities of other Series that would be affected in certain other circumstances. However, the Indenture requires the consent of each Holder of the Notes and Securities of other Series that would be affected for certain specified amendments or modifications of the Indenture and the Notes. These provisions of the Indenture, which provide for, among other things, the execution of supplemental indentures, are applicable to the Notes.
10. Event of Default; Acceleration of Maturity; Rescission and Annulment . If an Event of Default with respect to the Notes shall occur and be continuing, then the aggregate principal amount of the Notes of this Series may be declared by either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of this Series then Outstanding to be, and, in certain cases, may automatically become, immediately due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that, in the event of such an acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of all of the Notes of this Series then Outstanding, voting as a separate class, in accordance with the provisions of, and in the circumstances provided by, the Indenture, may rescind and annul such acceleration and its consequences with respect to all of the Notes.
11. Absolute Obligation. No reference herein to the Indenture and no provisions of the Notes or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the time and in the coin or currency herein prescribed.
 
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12. Form and Denominations; Global Note; Definitive Notes. The Notes are being issued in registered form without interest coupons in denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof. The Notes are being issued in the form of one or more global notes (the “Global Note”), evidencing all or any portion of the Notes and registered initially in the name of The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as the common depositary of Clearstream Banking, S.A. and Euroclear Bank SA/NV (the “Common Depositary”) (including its respective successors) under the Indenture. The Notes shall be issued in certificated form (each, a “Definitive Note”) only in the following limited circumstances: (1) the Common Depositary is at any time unwilling or unable to continue as the Common Depositary, or Clearstream Banking, S.A. or Euroclear Bank SA/NV ceases to be a clearing agency registered under applicable law, and a successor Common Depositary is not appointed by the Company or a successor clearing agency satisfactory to the Company is not established within 90 days after the Company receives notice thereof; (2) the Company delivers to the Trustee a Company Order to the effect that this Note shall be exchangeable for Definitive Notes; or (3) an Event of Default has occurred and is continuing with respect to the Notes, in each such case this Note shall be exchangeable for Definitive Notes in an equal aggregate principal amount. Such Definitive Notes shall be registered in such name or names as the Common Depositary shall instruct the Trustee.
13. Registration, Transfer and Exchange. As provided in the Indenture and subject to certain limitations therein set forth, the Company shall provide for the registration of the Notes and the transfer and exchange of the Notes, whether in global or definitive form. At the option of the Holders, at the offices of the Registrar (as defined in Section 15 hereof), or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose pursuant to the provisions of the Indenture, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, except for any transfer tax or other governmental charges imposed in connection therewith, subject to Section 4 hereof, the Notes may be transferred or exchanged for an equal aggregate principal amount of the Notes of like tenor and of other authorized denominations upon surrender and cancellation of the Notes upon any such transfer.
The Company, the Trustee and any agent of the Company or of the Trustee may deem and treat the Holder as the absolute owner of this Note (whether or not the Notes shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payments hereon, or on account hereof, and for all other purposes, and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments made to or upon the order of such Holder shall, to the extent of the amount or amounts paid, effectually satisfy and discharge liability for moneys payable on this Note.
Notwithstanding the preceding paragraphs of this Section 13, any registration of transfer or exchange of a Global Note shall be subject to the terms of the legend appearing on the initial page thereof.
14. No Recourse Against Others . No recourse under or upon any obligation, covenant or agreement of the Company arising under or set forth in the Notes or under the Indenture, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator,
 
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stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
15. Appointment of Agents. The Bank of New York Mellon Trust Company, N. A. is hereby appointed the registrar (the “Registrar”) for the purpose of registering the Notes and of effecting transfers and exchanges of the Notes pursuant to the Indenture and this Note (the “Transfer Agent”). The Bank of New York Mellon acting through its London Branch is hereby appointed paying agent with respect to the Notes pursuant to Section 3.04 of the Indenture (the “Paying Agent”).
16. Notices . If the Company is required to give notice to the Holders of the Notes pursuant to the terms of the Indenture, then it shall do so by the means and in the manner set forth in Section 1.06 of the Indenture.
17. Separability . In case any provision of the Indenture or the Notes shall, for any reason, be held to be invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions thereof and hereof shall not in any way be affected or impaired thereby.
18. GOVERNING LAW . THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
For the value received, the undersigned hereby assigns and transfers the within Note, and all rights thereunder, to:

(Insert assignee’s legal name)

(Insert assignee’s social security or tax identification number)

(Print or type assignee’s name, address and zip code)

 
 
and irrevocably appoints
                                                                                                                                                       
to transfer this Note on the books of Wal-Mart Stores, Inc. The agent may substitute another to act for it.

				
	 		 	Your Signature:	 	 	
	 		 		 	(Sign exactly as your name appears on the face of this Note)	
Date:                                                                  	 		 		 		
Signature Guarantee
The signature(s) should be Guaranteed by an Eligible Guarantor Institution pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
* * * * *
The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	  	as tenants in common	
		
TEN ENT -	  	as tenants by the entireties	
		
JT ENT -	  	as joint tenants with right
of survivorship and not as
tenants in common	
                 UNIF GIFT MIN ACT-                   Custodian              under the Uniform Gifts to Minors Act             
                                                          (Cust)                      (Minor)                                                              (State)
Additional abbreviations may also be used although not in the above list.

[IF A GLOBAL SECURITY, INCLUDE THE SCHEDULE SET FORTH BELOW]
[SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made.

Date of Change	  	Amount of
decrease in
Principal Amount
of this Global
Note	  	Amount of
increase in
Principal Amount
of this Global
Note	  	Principal
Amount of this
Global Note
following such
decrease or
increase	  	Signature of
authorized
signatory of
Trustee or
Common
Depositary]	

Exhibit 4(d)
THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH (THE “COMMON DEPOSITARY”), FOR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”) AND EUROCLEAR BANK SA/NV (“EUROCLEAR”). UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER DEPOSITARY OR BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
W AL -M ART S TORES , I NC .
0.183% NOTES DUE 2022

Number 1
¥70,000,000,000	 		  	CUSIP: 931142 DR1
ISIN No.: XS1645683852
Common Code: 164568385	
WAL-MART STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware, and any successor corporation pursuant to the Indenture (herein referred to as the “Company”), for value received, hereby promises to pay to THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED or registered assigns, the principal sum of SEVENTY BILLION YEN (¥70,000,000,000), except as otherwise noted on the attached Schedule of Increases or Decreases in Global Note, on July 15, 2022, and to pay interest, computed on the basis of a 360-day year consisting of twelve 30-day months, semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), commencing on January 15, 2018, on said principal sum in like currency, at the rate per annum specified in the title of this Note from July 18, 2017 or from the most recent January 15 or July 15 to which interest has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note is registered (the “Holder”) at the close of business on the preceding January 1, in the case of an Interest Payment Date of January 15, and on the preceding July 1, in the case of an Interest Payment Date of July 15 (each, a “Record Date”). The term “Business Day” means any day which is not a day on which banking institutions in The City of New York, Tokyo, London or the relevant place of payment are authorized or required by law, regulation or executive order to close .
Reference is made to the further provisions of this Note set forth on the succeeding sections hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to in Section 1 hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be signed by its Chairman of the Board, its Vice Chairman, its President or one of its Vice Presidents and by its Secretary or one of its Assistant Secretaries, each by manual or facsimile signature and under its corporate seal.

	 	WAL-MART STORES, INC.	
		
	 	By:                                                                          	
	 	      Name: Matthew Allen	
	 	      Title: Vice President - Finance & Assistant Treasurer	
		
[SEAL]	 	By:                                                                                   	
	 	Name: Gordon Y. Allison	
	 	Title: Vice President, Division General Counsel,
        Corporate, and Assistant Secretary	
Dated: July 18, 2017
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated herein referred to in the within-mentioned Indenture.

	 	THE BANK OF NEW YORK MELLON	
	 	    TRUST COMPANY, N.A.,
as Trustee	
		
	 	By:                                                                      	
	 	      Authorized Signatory	

WAL-MART STORES, INC.
0.183% NOTES DUE 2022
1. Indenture; Notes . This Note is one of a duly authorized Series of Securities of the Company designated as the “0.183% Notes Due 2022” (the “Notes”), initially issued in an aggregate principal amount of ¥70,000,000,000 on July 18, 2017. Such Series of Securities has been established pursuant to, and is one of an indefinite number of Series of debt securities of the Company, issued or issuable under and pursuant to, the Indenture, dated as of July 19, 2005, by and between the Company, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of December 1, 2006, and the Second Supplemental Indenture, dated as of December 19, 2014, in each case, by and between the Company, as Issuer, and the Trustee (the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes and of the terms upon which this Note is, and is to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and those set forth in this Note. To the extent that the terms, conditions and other provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern.
All capitalized terms which are used but not defined in this Note shall have the meanings assigned to them in the Indenture.
The Company may, without the consent of the Holders, create and issue additional Securities ranking equally with the Notes and otherwise identical in all respects (except for the public offering price, initial interest accrual date, initial Interest Payment Date, and the issue date) so that such additional Securities shall be consolidated and form a single Series with the Notes; provided, however, that any additional Securities that are not fungible with any then outstanding Notes for United States federal income tax purposes will be issued under CUSIP, ISIN and Common Code numbers separate from the CUSIP, ISIN and Common Code numbers of such outstanding Notes; and provided , further , that no additional Securities of any existing or new Series may be issued under the Indenture if an Event of Default has occurred and remains uncured thereunder.
2. Ranking . The Notes shall constitute the senior unsecured debt obligations of the Company and shall rank equally in right of payment among themselves and with all other existing and future senior unsecured debt obligations of the Company.
3. Payment of Overdue Amounts . The Company shall pay interest on overdue principal and overdue installments of interest, if any, from time to time, calculated on the basis of a 360-day year consisting of twelve 30-day months, giving effect to the actual payment date for such overdue principal and overdue installments of interest, on demand at the interest rate borne by the Notes to the extent lawful.

4.	Payment of Additional Amounts; Redemption Upon a Tax Event .	
(a) Payment of Additional Amounts . The Company shall pay to any Holder (which term, for purposes of this Section 4, includes each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any political subdivision or taxing authority thereof or therein (including any tax, assessment or other governmental charge imposed on the additional amounts so paid as provided for in this Section 4(a)), will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:
(i) any tax, assessment or other governmental charge that is imposed or withheld solely by reason of (A) the existence of any present or former connection (other than a connection arising solely from the ownership of the Notes or the receipt of payments or enforcement of rights in respect of the Notes) between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States, including such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, (1) being or having been a citizen or resident or treated as a resident of the United States, (2) being or having been present in, or engaged in a trade or business in, the United States, (3) being treated as having been present in, or engaged in a trade or business in, the United States, or (4) having or having had a permanent establishment in the United States;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) any tax, assessment or other governmental charge imposed by reason of such Holder’s past or present status a personal holding company, a controlled foreign corporation, a passive foreign investment company or a foreign private foundation or other foreign tax-exempt organization with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax;
(iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on such Holder’s Notes;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of the Holder to comply (to the extent that it is legally able to do so) with a request to satisfy any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the Holder, if such compliance is required by statute or by regulation of the U.S. Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
 
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(vii) any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any agreement (including any intergovernmental agreement) entered into in connection therewith;
(viii) any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(ix) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Code; or
(x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) in this Section 4(a).
In addition, to the extent described below, the Company shall not pay any Additional Amounts to any Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity. This exception will apply to a Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity only to the extent a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment subject to the tax, assessment or other governmental charge as to which withholding or another deduction occurs.
As used in the preceding paragraphs, “Non-U.S. Person” means a person that is not a United States person. The term “United States person” means an individual citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, a trust subject to the primary supervision of a court within the United States and the control of one or more United States persons as described in Section 7701(a)(30) of the Code, or a trust that existed on August 20, 1996, and elected to continue its treatment as a domestic trust.
Any reference in the terms of the Notes to any amounts payable in respect of the Notes shall be deemed also to refer to Additional Amounts, if any, in respect thereof.
 
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If the Company will be obligated to pay Additional Amounts under or with respect to any payment made on any of the Notes, at least 30 days prior to the date of such payment, the Company will deliver to the Trustee and the Paying Agent (as such term is defined in Section 15 below) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to the Holder on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Company becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Company may deliver such Officers’ Certificate as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee and the Paying Agent will be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary.
(b) Redemption Upon a Tax Event . The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (such date, the “Tax Redemption Date”) to be fixed by the Company on not less than 30 days’ and not more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes (the “Tax Redemption Price”), plus interest accrued but unpaid on the Notes to, but excluding, the Tax Redemption Date, if the Company determines that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after July 6, 2017, the Company becomes, or based upon a written opinion of independent counsel selected by the Company, will become obligated to pay Additional Amounts with respect to the Notes.
Prior to the issuance of any notice of redemption pursuant to Section 16 hereof, the Company shall deliver to the Trustee (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (2) an Opinion of Counsel to such effect based on such statement of facts.
If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 16 hereof.
The notice of redemption shall specify the following:
(i) the Tax Redemption Date;
(ii) a brief statement to the effect that the Notes are being redeemed at the option of the Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption;
(iii) that on the Tax Redemption Date, the Tax Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable;
(iv) the amount of the Tax Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date;
(v) the place or places where the Notes are to be surrendered for payment of the Tax Redemption Price and other amounts due as set forth in clause (iv) above;
 
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(vi) that payment of the amounts due as set forth in clause (iv) above will be made upon presentation and surrender of the Notes;
(vii) that, following the redemption of any or all of the Notes pursuant to this Section 4(b), interest shall cease to accrue on such redeemed Notes; and
(viii) the CUSIP, ISIN and Common Code numbers of the Notes.
The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.
On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee or the Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the Indenture) an amount of money sufficient to pay the Tax Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date.
The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Tax Redemption Price, and from and after such date, unless the Company shall default in the payment of the Tax Redemption Price and accrued but unpaid interest, if any, upon the surrender for redemption of the Notes, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Tax Redemption Price, together with accrued but unpaid interest, if any, to, but excluding, the Tax Redemption Date.
If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Tax Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.
5. Payments in Yen; Payments to be Made in United States Dollars If Yen Unavailable. Payments of the principal of, the Tax Redemption Price, if any, with respect to, and the Additional Amounts, if any, with respect to, the Notes and interest on the Notes shall be payable in yen except as set forth below. Notwithstanding anything to the contrary in this Note, if the yen is no longer being used by the government of Japan or is no longer the currency of Japan or yen are unavailable to the Company as a result of the imposition of exchange controls or other circumstances beyond the Company’s control, then all payments in respect of the Notes will be made in United States dollars until the yen is again so used or is again the currency of Japan or yen are again available to the Company in the amounts sufficient to pay the amounts then due and payable with respect to this Note. In such event, the amount payable on any date in yen will be converted into United States dollars at the rate mandated by the Board of Governors of the United States Federal Reserve System as of the close of business on the second Business Day prior to the date on which the amount so payable is required to be paid hereunder or, in the event the Board of Governors of the Federal Reserve System has not mandated a rate of conversion on such date, on the basis of the most recent United States dollar/yen exchange rate published in The Wall Street Journal on or most recently prior to the second Business Day prior to such
 
5

payment date. Any payment in respect of the Notes so made in United States dollars will not constitute an Event of Default under or with respect to the Notes or the Indenture. The calculation of any amount payable in United States dollars under this Note shall be the sole responsibility of the Company and its calculation of such amount shall be conclusive, absent manifest error. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation of an amount payable in United States dollars hereunder.
6. Place and Method of Payment . The Company shall pay principal, Additional Amounts, if any, the Tax Redemption Price, if any, and interest on the Notes at the office or agency of the Paying Agent in London, England; provided, however, that at the option of the Company, the Company may pay interest by check mailed to the person entitled thereto at such person’s address as it appears on the Registry for the Notes.
7. Defeasance of the Notes . Sections 11.02, 11.03 and 11.04 of the Indenture shall apply to the Notes.
8. No Sinking Fund . The Notes are not subject to a sinking fund.
9. Amendment and Modification . Article Nine of the Indenture contains provisions for the amendment or modification of the Indenture and the Notes without the consent of the Holders in certain circumstances and requiring the consent of Holders of not less than a majority in aggregate principal amount of the Notes and Securities of other Series that would be affected in certain other circumstances. However, the Indenture requires the consent of each Holder of the Notes and Securities of other Series that would be affected for certain specified amendments or modifications of the Indenture and the Notes. These provisions of the Indenture, which provide for, among other things, the execution of supplemental indentures, are applicable to the Notes.
10. Event of Default; Acceleration of Maturity; Rescission and Annulment . If an Event of Default with respect to the Notes shall occur and be continuing, then the aggregate principal amount of the Notes of this Series may be declared by either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of this Series then Outstanding to be, and, in certain cases, may automatically become, immediately due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that, in the event of such an acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of all of the Notes of this Series then Outstanding, voting as a separate class, in accordance with the provisions of, and in the circumstances provided by, the Indenture, may rescind and annul such acceleration and its consequences with respect to all of the Notes.
11. Absolute Obligation. No reference herein to the Indenture and no provisions of the Notes or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the time and in the coin or currency herein prescribed.
 
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12. Form and Denominations; Global Note; Definitive Notes. The Notes are being issued in registered form without interest coupons in denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof. The Notes are being issued in the form of one or more global notes (the “Global Note”), evidencing all or any portion of the Notes and registered initially in the name of The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as the common depositary of Clearstream Banking, S.A. and Euroclear Bank SA/NV (the “Common Depositary”) (including its respective successors) under the Indenture. The Notes shall be issued in certificated form (each, a “Definitive Note”) only in the following limited circumstances: (1) the Common Depositary is at any time unwilling or unable to continue as the Common Depositary, or Clearstream Banking, S.A. or Euroclear Bank SA/NV ceases to be a clearing agency registered under applicable law, and a successor Common Depositary is not appointed by the Company or a successor clearing agency satisfactory to the Company is not established within 90 days after the Company receives notice thereof; (2) the Company delivers to the Trustee a Company Order to the effect that this Note shall be exchangeable for Definitive Notes; or (3) an Event of Default has occurred and is continuing with respect to the Notes, in each such case this Note shall be exchangeable for Definitive Notes in an equal aggregate principal amount. Such Definitive Notes shall be registered in such name or names as the Common Depositary shall instruct the Trustee.
13. Registration, Transfer and Exchange. As provided in the Indenture and subject to certain limitations therein set forth, the Company shall provide for the registration of the Notes and the transfer and exchange of the Notes, whether in global or definitive form. At the option of the Holders, at the offices of the Registrar (as defined in Section 15 hereof), or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose pursuant to the provisions of the Indenture, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, except for any transfer tax or other governmental charges imposed in connection therewith, subject to Section 4 hereof, the Notes may be transferred or exchanged for an equal aggregate principal amount of the Notes of like tenor and of other authorized denominations upon surrender and cancellation of the Notes upon any such transfer.
The Company, the Trustee and any agent of the Company or of the Trustee may deem and treat the Holder as the absolute owner of this Note (whether or not the Notes shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payments hereon, or on account hereof, and for all other purposes, and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments made to or upon the order of such Holder shall, to the extent of the amount or amounts paid, effectually satisfy and discharge liability for moneys payable on this Note.
Notwithstanding the preceding paragraphs of this Section 13, any registration of transfer or exchange of a Global Note shall be subject to the terms of the legend appearing on the initial page thereof.
14. No Recourse Against Others . No recourse under or upon any obligation, covenant or agreement of the Company arising under or set forth in the Notes or under the Indenture, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any
 
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assessment or penalty or otherwise, any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
15. Appointment of Agents. The Bank of New York Mellon Trust Company, N. A. is hereby appointed the registrar (the “Registrar”) for the purpose of registering the Notes and of effecting transfers and exchanges of the Notes pursuant to the Indenture and this Note (the “Transfer Agent”). The Bank of New York Mellon acting through its London Branch is hereby appointed paying agent with respect to the Notes pursuant to Section 3.04 of the Indenture (the “Paying Agent”).
16. Notices . If the Company is required to give notice to the Holders of the Notes pursuant to the terms of the Indenture, then it shall do so by the means and in the manner set forth in Section 1.06 of the Indenture.
17. Separability . In case any provision of the Indenture or the Notes shall, for any reason, be held to be invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions thereof and hereof shall not in any way be affected or impaired thereby.
18. GOVERNING LAW . THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
For the value received, the undersigned hereby assigns and transfers the within Note, and all rights thereunder, to:

(Insert assignee’s legal name)

(Insert assignee’s social security or tax identification number)

(Print or type assignee’s name, address and zip code)

 
 
and irrevocably appoints

to transfer this Note on the books of Wal-Mart Stores, Inc. The agent may substitute another to act for it.

	 	Your Signature:	 	 	
	 		 	(Sign exactly as your name appears on the face of this Note)	
Date:                                                          	 		 		
Signature Guarantee
The signature(s) should be Guaranteed by an Eligible Guarantor Institution pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
* * * * *
The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	  	as tenants in common	
		
TEN ENT -	  	as tenants by the entireties	
		
JT ENT -	  	as joint tenants with right
of survivorship and not as
tenants in common	
                     UNIF GIFT MIN ACT-               Custodian              under the Uniform Gifts to Minors Act             
                                                               (Cust)                     (Minor)                                                                 (State)
Additional abbreviations may also be used although not in the above list.

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made.

Date of Change	  	Amount of
decrease in
Principal Amount
of this Global
Note	  	Amount of
increase in
Principal Amount
of this Global
Note	  	Principal
Amount of this
Global Note
following such
decrease or
increase	  	Signature of
authorized
signatory of
Trustee or
Common
Depositary	

Exhibit 4(e)
THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH (THE “COMMON DEPOSITARY”), FOR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”) AND EUROCLEAR BANK SA/NV (“EUROCLEAR”). UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER DEPOSITARY OR BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
W AL -M ART S TORES , I NC .
0.298% NOTES DUE 2024

Number 1
¥40,000,000,000	  	CUSIP: 931142 DS9
ISIN No.: XS1645684157
Common Code: 164568415	
WAL-MART STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware, and any successor corporation pursuant to the Indenture (herein referred to as the “Company”), for value received, hereby promises to pay to THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED or registered assigns, the principal sum of FORTY BILLION YEN (¥40,000,000,000), except as otherwise noted on the attached Schedule of Increases or Decreases in Global Note, on July 18, 2024, and to pay interest, computed on the basis of a 360-day year consisting of twelve 30-day months, semi-annually in arrears on January 18 and July 18 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), commencing on January 18, 2018, on said principal sum in like currency, at the rate per annum specified in the title of this Note from July 18, 2017 or from the most recent January 18 or July 18 to which interest has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note is registered (the “Holder”) at the close of business on the preceding January 4, in the case of an Interest Payment Date of January 18, and on the preceding July 4, in the case of an Interest Payment Date of July 18 (each, a “Record Date”). The term “Business Day” means any day which is not a day on which banking institutions in The City of New York, Tokyo, London or the relevant place of payment are authorized or required by law, regulation or executive order to close .
Reference is made to the further provisions of this Note set forth on the succeeding sections hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to in Section 1 hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be signed by its Chairman of the Board, its Vice Chairman, its President or one of its Vice Presidents and by its Secretary or one of its Assistant Secretaries, each by manual or facsimile signature and under its corporate seal.

	 		 	WAL-MART STORES, INC.	
				
	 		 	By:	 	 	
	 		 		 	Name: Matthew Allen	
	 		 		 	Title:   Vice President - Finance & Assistant Treasurer	
				
[SEAL]	 		 	By:	 	 	
	 		 		 	Name: Gordon Y. Allison	
	 		 		 	Title:   Vice President, Division General Counsel,
            Corporate, and Assistant Secretary	
Dated: July 18, 2017
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated herein referred to in the within-mentioned Indenture.

	 	THE BANK OF NEW YORK MELLON	
	 	    TRUST COMPANY, N.A.,
as Trustee	
		
	 	By:                                                                                                       	
	 	      Authorized Signatory	

WAL-MART STORES, INC.
0.298% NOTES DUE 2024
1. Indenture; Notes . This Note is one of a duly authorized Series of Securities of the Company designated as the “0.298% Notes Due 2024” (the “Notes”), initially issued in an aggregate principal amount of ¥40,000,000,000 on July 18, 2017. Such Series of Securities has been established pursuant to, and is one of an indefinite number of Series of debt securities of the Company, issued or issuable under and pursuant to, the Indenture, dated as of July 19, 2005, by and between the Company, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of December 1, 2006, and the Second Supplemental Indenture, dated as of December 19, 2014, in each case, by and between the Company, as Issuer, and the Trustee (the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes and of the terms upon which this Note is, and is to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and those set forth in this Note. To the extent that the terms, conditions and other provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern.
All capitalized terms which are used but not defined in this Note shall have the meanings assigned to them in the Indenture.
The Company may, without the consent of the Holders, create and issue additional Securities ranking equally with the Notes and otherwise identical in all respects (except for the public offering price, initial interest accrual date, initial Interest Payment Date, and the issue date) so that such additional Securities shall be consolidated and form a single Series with the Notes; provided, however, that any additional Securities that are not fungible with any then outstanding Notes for United States federal income tax purposes will be issued under CUSIP, ISIN and Common Code numbers separate from the CUSIP, ISIN and Common Code numbers of such outstanding Notes; and provided , further , that no additional Securities of any existing or new Series may be issued under the Indenture if an Event of Default has occurred and remains uncured thereunder.
2. Ranking . The Notes shall constitute the senior unsecured debt obligations of the Company and shall rank equally in right of payment among themselves and with all other existing and future senior unsecured debt obligations of the Company.
3. Payment of Overdue Amounts . The Company shall pay interest on overdue principal and overdue installments of interest, if any, from time to time, calculated on the basis of a 360-day year consisting of twelve 30-day months, giving effect to the actual payment date for such overdue principal and overdue installments of interest, on demand at the interest rate borne by the Notes to the extent lawful.

4. Payment of Additional Amounts; Redemption Upon a Tax Event .
(a) Payment of Additional Amounts . The Company shall pay to any Holder (which term, for purposes of this Section 4, includes each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any political subdivision or taxing authority thereof or therein (including any tax, assessment or other governmental charge imposed on the additional amounts so paid as provided for in this Section 4(a)), will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:
(i) any tax, assessment or other governmental charge that is imposed or withheld solely by reason of (A) the existence of any present or former connection (other than a connection arising solely from the ownership of the Notes or the receipt of payments or enforcement of rights in respect of the Notes) between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States, including such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, (1) being or having been a citizen or resident or treated as a resident of the United States, (2) being or having been present in, or engaged in a trade or business in, the United States, (3) being treated as having been present in, or engaged in a trade or business in, the United States, or (4) having or having had a permanent establishment in the United States;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) any tax, assessment or other governmental charge imposed by reason of such Holder’s past or present status a personal holding company, a controlled foreign corporation, a passive foreign investment company or a foreign private foundation or other foreign tax-exempt organization with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax;
(iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on such Holder’s Notes;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of the Holder to comply (to the extent that it is legally able to do so) with a request to satisfy any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the Holder, if such compliance is required by statute or by regulation of the U.S. Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
 
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(vii) any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any agreement (including any intergovernmental agreement) entered into in connection therewith;
(viii) any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(ix) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Code; or
(x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) in this Section 4(a).
In addition, to the extent described below, the Company shall not pay any Additional Amounts to any Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity. This exception will apply to a Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity only to the extent a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment subject to the tax, assessment or other governmental charge as to which withholding or another deduction occurs.
As used in the preceding paragraphs, “Non-U.S. Person” means a person that is not a United States person. The term “United States person” means an individual citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, a trust subject to the primary supervision of a court within the United States and the control of one or more United States persons as described in Section 7701(a)(30) of the Code, or a trust that existed on August 20, 1996, and elected to continue its treatment as a domestic trust.
Any reference in the terms of the Notes to any amounts payable in respect of the Notes shall be deemed also to refer to Additional Amounts, if any, in respect thereof.
 
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If the Company will be obligated to pay Additional Amounts under or with respect to any payment made on any of the Notes, at least 30 days prior to the date of such payment, the Company will deliver to the Trustee and the Paying Agent (as such term is defined in Section 15 below) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to the Holder on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Company becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Company may deliver such Officers’ Certificate as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee and the Paying Agent will be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary.
(b) Redemption Upon a Tax Event . The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (such date, the “Tax Redemption Date”) to be fixed by the Company on not less than 30 days’ and not more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes (the “Tax Redemption Price”), plus interest accrued but unpaid on the Notes to, but excluding, the Tax Redemption Date, if the Company determines that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after July 6, 2017, the Company becomes, or based upon a written opinion of independent counsel selected by the Company, will become obligated to pay Additional Amounts with respect to the Notes.
Prior to the issuance of any notice of redemption pursuant to Section 16 hereof, the Company shall deliver to the Trustee (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (2) an Opinion of Counsel to such effect based on such statement of facts.
If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 16 hereof.
The notice of redemption shall specify the following:
(i) the Tax Redemption Date;
(ii) a brief statement to the effect that the Notes are being redeemed at the option of the Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption;
(iii) that on the Tax Redemption Date, the Tax Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable;
(iv) the amount of the Tax Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date;
(v) the place or places where the Notes are to be surrendered for payment of the Tax Redemption Price and other amounts due as set forth in clause (iv) above;
 
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(vi) that payment of the amounts due as set forth in clause (iv) above will be made upon presentation and surrender of the Notes;
(vii) that, following the redemption of any or all of the Notes pursuant to this Section 4(b), interest shall cease to accrue on such redeemed Notes; and
(viii) the CUSIP, ISIN and Common Code numbers of the Notes.
The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.
On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee or the Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the Indenture) an amount of money sufficient to pay the Tax Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date.
The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Tax Redemption Price, and from and after such date, unless the Company shall default in the payment of the Tax Redemption Price and accrued but unpaid interest, if any, upon the surrender for redemption of the Notes, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Tax Redemption Price, together with accrued but unpaid interest, if any, to, but excluding, the Tax Redemption Date.
If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Tax Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.
5. Payments in Yen; Payments to be Made in United States Dollars If Yen Unavailable. Payments of the principal of, the Tax Redemption Price, if any, with respect to, and the Additional Amounts, if any, with respect to, the Notes and interest on the Notes shall be payable in yen except as set forth below. Notwithstanding anything to the contrary in this Note, if the yen is no longer being used by the government of Japan or is no longer the currency of Japan or yen are unavailable to the Company as a result of the imposition of exchange controls or other circumstances beyond the Company’s control, then all payments in respect of the Notes will be made in United States dollars until the yen is again so used or is again the currency of Japan or yen are again available to the Company in the amounts sufficient to pay the amounts then due and payable with respect to this Note. In such event, the amount payable on any date in yen will be converted into United States dollars at the rate mandated by the Board of Governors of the United States Federal Reserve System as of the close of business on the second Business Day prior to the date on which the amount so payable is required to be paid hereunder or, in the event the Board of Governors of the Federal Reserve System has not mandated a rate of conversion on such date, on the basis of the most recent United States dollar/yen exchange rate published in The Wall Street Journal on or most recently prior to the second Business Day prior to such
 
5

payment date. Any payment in respect of the Notes so made in United States dollars will not constitute an Event of Default under or with respect to the Notes or the Indenture. The calculation of any amount payable in United States dollars under this Note shall be the sole responsibility of the Company and its calculation of such amount shall be conclusive, absent manifest error. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation of an amount payable in United States dollars hereunder.
6. Place and Method of Payment . The Company shall pay principal, Additional Amounts, if any, the Tax Redemption Price, if any, and interest on the Notes at the office or agency of the Paying Agent in London, England; provided, however, that at the option of the Company, the Company may pay interest by check mailed to the person entitled thereto at such person’s address as it appears on the Registry for the Notes.
7. Defeasance of the Notes . Sections 11.02, 11.03 and 11.04 of the Indenture shall apply to the Notes.
8. No Sinking Fund . The Notes are not subject to a sinking fund.
9. Amendment and Modification . Article Nine of the Indenture contains provisions for the amendment or modification of the Indenture and the Notes without the consent of the Holders in certain circumstances and requiring the consent of Holders of not less than a majority in aggregate principal amount of the Notes and Securities of other Series that would be affected in certain other circumstances. However, the Indenture requires the consent of each Holder of the Notes and Securities of other Series that would be affected for certain specified amendments or modifications of the Indenture and the Notes. These provisions of the Indenture, which provide for, among other things, the execution of supplemental indentures, are applicable to the Notes.
10. Event of Default; Acceleration of Maturity; Rescission and Annulment . If an Event of Default with respect to the Notes shall occur and be continuing, then the aggregate principal amount of the Notes of this Series may be declared by either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of this Series then Outstanding to be, and, in certain cases, may automatically become, immediately due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that, in the event of such an acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of all of the Notes of this Series then Outstanding, voting as a separate class, in accordance with the provisions of, and in the circumstances provided by, the Indenture, may rescind and annul such acceleration and its consequences with respect to all of the Notes.
11. Absolute Obligation. No reference herein to the Indenture and no provisions of the Notes or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the time and in the coin or currency herein prescribed.
 
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12. Form and Denominations; Global Note; Definitive Notes. The Notes are being issued in registered form without interest coupons in denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof. The Notes are being issued in the form of one or more global notes (the “Global Note”), evidencing all or any portion of the Notes and registered initially in the name of The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as the common depositary of Clearstream Banking, S.A. and Euroclear Bank SA/NV (the “Common Depositary”) (including its respective successors) under the Indenture. The Notes shall be issued in certificated form (each, a “Definitive Note”) only in the following limited circumstances: (1) the Common Depositary is at any time unwilling or unable to continue as the Common Depositary, or Clearstream Banking, S.A. or Euroclear Bank SA/NV ceases to be a clearing agency registered under applicable law, and a successor Common Depositary is not appointed by the Company or a successor clearing agency satisfactory to the Company is not established within 90 days after the Company receives notice thereof; (2) the Company delivers to the Trustee a Company Order to the effect that this Note shall be exchangeable for Definitive Notes; or (3) an Event of Default has occurred and is continuing with respect to the Notes, in each such case this Note shall be exchangeable for Definitive Notes in an equal aggregate principal amount. Such Definitive Notes shall be registered in such name or names as the Common Depositary shall instruct the Trustee.
13. Registration, Transfer and Exchange. As provided in the Indenture and subject to certain limitations therein set forth, the Company shall provide for the registration of the Notes and the transfer and exchange of the Notes, whether in global or definitive form. At the option of the Holders, at the offices of the Registrar (as defined in Section 15 hereof), or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose pursuant to the provisions of the Indenture, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, except for any transfer tax or other governmental charges imposed in connection therewith, subject to Section 4 hereof, the Notes may be transferred or exchanged for an equal aggregate principal amount of the Notes of like tenor and of other authorized denominations upon surrender and cancellation of the Notes upon any such transfer.
The Company, the Trustee and any agent of the Company or of the Trustee may deem and treat the Holder as the absolute owner of this Note (whether or not the Notes shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payments hereon, or on account hereof, and for all other purposes, and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments made to or upon the order of such Holder shall, to the extent of the amount or amounts paid, effectually satisfy and discharge liability for moneys payable on this Note.
Notwithstanding the preceding paragraphs of this Section 13, any registration of transfer or exchange of a Global Note shall be subject to the terms of the legend appearing on the initial page thereof.
14. No Recourse Against Others . No recourse under or upon any obligation, covenant or agreement of the Company arising under or set forth in the Notes or under the Indenture, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any
 
7

assessment or penalty or otherwise, any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
15. Appointment of Agents. The Bank of New York Mellon Trust Company, N. A. is hereby appointed the registrar (the “Registrar”) for the purpose of registering the Notes and of effecting transfers and exchanges of the Notes pursuant to the Indenture and this Note (the “Transfer Agent”). The Bank of New York Mellon acting through its London Branch is hereby appointed paying agent with respect to the Notes pursuant to Section 3.04 of the Indenture (the “Paying Agent”).
16. Notices . If the Company is required to give notice to the Holders of the Notes pursuant to the terms of the Indenture, then it shall do so by the means and in the manner set forth in Section 1.06 of the Indenture.
17. Separability . In case any provision of the Indenture or the Notes shall, for any reason, be held to be invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions thereof and hereof shall not in any way be affected or impaired thereby.
18. GOVERNING LAW . THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
For the value received, the undersigned hereby assigns and transfers the within Note, and all rights thereunder, to:

(Insert assignee’s legal name)

(Insert assignee’s social security or tax identification number)

(Print or type assignee’s name, address and zip code)

 
 
and irrevocably appoints             
                                                                                                                       
to transfer this Note on the books of Wal-Mart Stores, Inc. The agent may substitute another to act for it.

	  	Your Signature:	  	 	
	  		  	(Sign exactly as your name appears on the face of this Note)	

Date:	 	 	 		
Signature Guarantee
The signature(s) should be Guaranteed by an Eligible Guarantor Institution pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
* * * * *
The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	  	as tenants in common	
		
TEN ENT -	  	as tenants by the entireties	
		
JT ENT -	  	as joint tenants with right
of survivorship and not as
tenants in common	

                     UNIF GIFT MIN ACT-	 	                	  	Custodian	  	                	 	under the Uniform Gifts to Minors Act	 	            	 		
	 	(Cust)	  		  	(Minor)	 		 	(State)	 		
Additional abbreviations may also be used although not in the above list.

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made.

Date of Change	  	Amount of
decrease in
Principal Amount
of this Global
Note	  	Amount of
increase in
Principal Amount
of this Global
Note	  	Principal
Amount of this
Global Note
following such
decrease or
increase	  	Signature of
authorized
signatory of
Trustee or
Common
Depositary	

Exhibit 4(f)
THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH (THE “COMMON DEPOSITARY”), FOR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”) AND EUROCLEAR BANK SA/NV (“EUROCLEAR”). UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER DEPOSITARY OR BY THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
W AL -M ART S TORES , I NC .
0.520% NOTES DUE 2027

Number 1
¥60,000,000,000	  	CUSIP: 931142 DT7
ISIN No.: XS1645684314
Common Code: 164568431	
WAL-MART STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware, and any successor corporation pursuant to the Indenture (herein referred to as the “Company”), for value received, hereby promises to pay to THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED or registered assigns, the principal sum of SIXTY BILLION YEN (¥60,000,000,000), except as otherwise noted on the attached Schedule of Increases or Decreases in Global Note, on July 16, 2027, and to pay interest, computed on the basis of a 360-day year consisting of twelve 30-day months, semi-annually in arrears on January 16 and July 16 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), commencing on January 16, 2018, on said principal sum in like currency, at the rate per annum specified in the title of this Note from July 18, 2017 or from the most recent January 16 or July 16 to which interest has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note is registered (the “Holder”) at the close of business on the preceding January 2, in the case of an Interest Payment Date of January 16, and on the preceding July 2, in the case of an Interest Payment Date of July 16 (each, a “Record Date”). The term “Business Day” means any day which is not a day on which banking institutions in The City of New York, Tokyo, London or the relevant place of payment are authorized or required by law, regulation or executive order to close.
Reference is made to the further provisions of this Note set forth on the succeeding sections hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to in Section 1 hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be signed by its Chairman of the Board, its Vice Chairman, its President or one of its Vice Presidents and by its Secretary or one of its Assistant Secretaries, each by manual or facsimile signature and under its corporate seal.

	  	WAL-MART STORES, INC.	
			
	  	By:	  	 	
	  		  	Name:	  	Matthew Allen	
	  		  	Title:	  	Vice President—Finance & Assistant Treasurer	
			
[SEAL]	  	By:	  	 	
	  		  	Name:	  	Gordon Y. Allison	
	  		  	Title:	  	Vice President, Division General Counsel, Corporate, and Assistant Secretary	
Dated: July 18, 2017
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated herein referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON	
        TRUST COMPANY, N.A.,
as Trustee	
		
By:	 	             	
	 	Authorized Signatory	

WAL-MART STORES, INC.
0.520% NOTES DUE 2027
1. Indenture; Notes . This Note is one of a duly authorized Series of Securities of the Company designated as the “0.520% Notes Due 2027” (the “Notes”), initially issued in an aggregate principal amount of ¥60,000,000,000 on July 18, 2017. Such Series of Securities has been established pursuant to, and is one of an indefinite number of Series of debt securities of the Company, issued or issuable under and pursuant to, the Indenture, dated as of July 19, 2005, by and between the Company, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of December 1, 2006, and the Second Supplemental Indenture, dated as of December 19, 2014, in each case, by and between the Company, as Issuer, and the Trustee (the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes and of the terms upon which this Note is, and is to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and those set forth in this Note. To the extent that the terms, conditions and other provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern.
All capitalized terms which are used but not defined in this Note shall have the meanings assigned to them in the Indenture.
The Company may, without the consent of the Holders, create and issue additional Securities ranking equally with the Notes and otherwise identical in all respects (except for the public offering price, initial interest accrual date, initial Interest Payment Date, and the issue date) so that such additional Securities shall be consolidated and form a single Series with the Notes; provided, however, that any additional Securities that are not fungible with any then outstanding Notes for United States federal income tax purposes will be issued under CUSIP, ISIN and Common Code numbers separate from the CUSIP, ISIN and Common Code numbers of such outstanding Notes; and provided , further , that no additional Securities of any existing or new Series may be issued under the Indenture if an Event of Default has occurred and remains uncured thereunder.
2. Ranking . The Notes shall constitute the senior unsecured debt obligations of the Company and shall rank equally in right of payment among themselves and with all other existing and future senior unsecured debt obligations of the Company.
3. Payment of Overdue Amounts . The Company shall pay interest on overdue principal and overdue installments of interest, if any, from time to time, calculated on the basis of a 360-day year consisting of twelve 30-day months, giving effect to the actual payment date for such overdue principal and overdue installments of interest, on demand at the interest rate borne by the Notes to the extent lawful.

4.	Payment of Additional Amounts; Redemption Upon a Tax Event .	
(a) Payment of Additional Amounts . The Company shall pay to any Holder (which term, for purposes of this Section 4, includes each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any political subdivision or taxing authority thereof or therein (including any tax, assessment or other governmental charge imposed on the additional amounts so paid as provided for in this Section 4(a)), will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:
(i) any tax, assessment or other governmental charge that is imposed or withheld solely by reason of (A) the existence of any present or former connection (other than a connection arising solely from the ownership of the Notes or the receipt of payments or enforcement of rights in respect of the Notes) between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States, including such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, (1) being or having been a citizen or resident or treated as a resident of the United States, (2) being or having been present in, or engaged in a trade or business in, the United States, (3) being treated as having been present in, or engaged in a trade or business in, the United States, or (4) having or having had a permanent establishment in the United States;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) any tax, assessment or other governmental charge imposed by reason of such Holder’s past or present status a personal holding company, a controlled foreign corporation, a passive foreign investment company or a foreign private foundation or other foreign tax-exempt organization with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax;
(iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on such Holder’s Notes;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of the Holder to comply (to the extent that it is legally able to do so) with a request to satisfy any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the Holder, if such compliance is required by statute or by regulation of the U.S. Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
 
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(vii) any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any agreement (including any intergovernmental agreement) entered into in connection therewith;
(viii) any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(ix) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Code; or
(x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) in this Section 4(a).
In addition, to the extent described below, the Company shall not pay any Additional Amounts to any Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity. This exception will apply to a Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity only to the extent a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment subject to the tax, assessment or other governmental charge as to which withholding or another deduction occurs.
As used in the preceding paragraphs, “Non-U.S. Person” means a person that is not a United States person. The term “United States person” means an individual citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, a trust subject to the primary supervision of a court within the United States and the control of one or more United States persons as described in Section 7701(a)(30) of the Code, or a trust that existed on August 20, 1996, and elected to continue its treatment as a domestic trust.
Any reference in the terms of the Notes to any amounts payable in respect of the Notes shall be deemed also to refer to Additional Amounts, if any, in respect thereof.
If the Company will be obligated to pay Additional Amounts under or with respect to any payment made on any of the Notes, at least 30 days prior to the date of such payment, the Company will deliver to the Trustee and the Paying Agent (as such term is defined in Section 15
 
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below) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to the Holder on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Company becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Company may deliver such Officers’ Certificate as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee and the Paying Agent will be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary.
(b) Redemption Upon a Tax Event . The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (such date, the “Tax Redemption Date”) to be fixed by the Company on not less than 30 days’ and not more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes (the “Tax Redemption Price”), plus interest accrued but unpaid on the Notes to, but excluding, the Tax Redemption Date, if the Company determines that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after July 6, 2017, the Company becomes, or based upon a written opinion of independent counsel selected by the Company, will become obligated to pay Additional Amounts with respect to the Notes.
Prior to the issuance of any notice of redemption pursuant to Section 16 hereof, the Company shall deliver to the Trustee (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (2) an Opinion of Counsel to such effect based on such statement of facts.
If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 16 hereof.
The notice of redemption shall specify the following:
(i) the Tax Redemption Date;
(ii) a brief statement to the effect that the Notes are being redeemed at the option of the Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption;
(iii) that on the Tax Redemption Date, the Tax Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable;
(iv) the amount of the Tax Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date;
(v) the place or places where the Notes are to be surrendered for payment of the Tax Redemption Price and other amounts due as set forth in clause (iv) above;
 
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(vi) that payment of the amounts due as set forth in clause (iv) above will be made upon presentation and surrender of the Notes;
(vii) that, following the redemption of any or all of the Notes pursuant to this Section 4(b), interest shall cease to accrue on such redeemed Notes; and
(viii) the CUSIP, ISIN and Common Code numbers of the Notes.
The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.
On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee or the Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the Indenture) an amount of money sufficient to pay the Tax Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date.
The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Tax Redemption Price, and from and after such date, unless the Company shall default in the payment of the Tax Redemption Price and accrued but unpaid interest, if any, upon the surrender for redemption of the Notes, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Tax Redemption Price, together with accrued but unpaid interest, if any, to, but excluding, the Tax Redemption Date.
If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Tax Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.
5. Payments in Yen; Payments to be Made in United States Dollars If Yen Unavailable. Payments of the principal of, the Tax Redemption Price, if any, with respect to, and the Additional Amounts, if any, with respect to, the Notes and interest on the Notes shall be payable in yen except as set forth below. Notwithstanding anything to the contrary in this Note, if the yen is no longer being used by the government of Japan or is no longer the currency of Japan or yen are unavailable to the Company as a result of the imposition of exchange controls or other circumstances beyond the Company’s control, then all payments in respect of the Notes will be made in United States dollars until the yen is again so used or is again the currency of Japan or yen are again available to the Company in the amounts sufficient to pay the amounts then due and payable with respect to this Note. In such event, the amount payable on any date in yen will be converted into United States dollars at the rate mandated by the Board of Governors of the United States Federal Reserve System as of the close of business on the second Business Day prior to the date on which the amount so payable is required to be paid hereunder or, in the event the Board of Governors of the Federal Reserve System has not mandated a rate of conversion on such date, on the basis of the most recent United States dollar/yen exchange rate published in The Wall Street Journal on or most recently prior to the second Business Day prior to such
 
5

payment date. Any payment in respect of the Notes so made in United States dollars will not constitute an Event of Default under or with respect to the Notes or the Indenture. The calculation of any amount payable in United States dollars under this Note shall be the sole responsibility of the Company and its calculation of such amount shall be conclusive, absent manifest error. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation of an amount payable in United States dollars hereunder.
6. Place and Method of Payment . The Company shall pay principal, Additional Amounts, if any, the Tax Redemption Price, if any, and interest on the Notes at the office or agency of the Paying Agent in London, England; provided, however, that at the option of the Company, the Company may pay interest by check mailed to the person entitled thereto at such person’s address as it appears on the Registry for the Notes.
7. Defeasance of the Notes . Sections 11.02, 11.03 and 11.04 of the Indenture shall apply to the Notes.
8. No Sinking Fund . The Notes are not subject to a sinking fund.
9. Amendment and Modification . Article Nine of the Indenture contains provisions for the amendment or modification of the Indenture and the Notes without the consent of the Holders in certain circumstances and requiring the consent of Holders of not less than a majority in aggregate principal amount of the Notes and Securities of other Series that would be affected in certain other circumstances. However, the Indenture requires the consent of each Holder of the Notes and Securities of other Series that would be affected for certain specified amendments or modifications of the Indenture and the Notes. These provisions of the Indenture, which provide for, among other things, the execution of supplemental indentures, are applicable to the Notes.
10. Event of Default; Acceleration of Maturity; Rescission and Annulment . If an Event of Default with respect to the Notes shall occur and be continuing, then the aggregate principal amount of the Notes of this Series may be declared by either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of this Series then Outstanding to be, and, in certain cases, may automatically become, immediately due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that, in the event of such an acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of all of the Notes of this Series then Outstanding, voting as a separate class, in accordance with the provisions of, and in the circumstances provided by, the Indenture, may rescind and annul such acceleration and its consequences with respect to all of the Notes.
11. Absolute Obligation. No reference herein to the Indenture and no provisions of the Notes or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the time and in the coin or currency herein prescribed.
 
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12. Form and Denominations; Global Note; Definitive Notes. The Notes are being issued in registered form without interest coupons in denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof. The Notes are being issued in the form of one or more global notes (the “Global Note”), evidencing all or any portion of the Notes and registered initially in the name of The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as the common depositary of Clearstream Banking, S.A. and Euroclear Bank SA/NV (the “Common Depositary”) (including its respective successors) under the Indenture. The Notes shall be issued in certificated form (each, a “Definitive Note”) only in the following limited circumstances: (1) the Common Depositary is at any time unwilling or unable to continue as the Common Depositary, or Clearstream Banking, S.A. or Euroclear Bank SA/NV ceases to be a clearing agency registered under applicable law, and a successor Common Depositary is not appointed by the Company or a successor clearing agency satisfactory to the Company is not established within 90 days after the Company receives notice thereof; (2) the Company delivers to the Trustee a Company Order to the effect that this Note shall be exchangeable for Definitive Notes; or (3) an Event of Default has occurred and is continuing with respect to the Notes, in each such case this Note shall be exchangeable for Definitive Notes in an equal aggregate principal amount. Such Definitive Notes shall be registered in such name or names as the Common Depositary shall instruct the Trustee.
13. Registration, Transfer and Exchange. As provided in the Indenture and subject to certain limitations therein set forth, the Company shall provide for the registration of the Notes and the transfer and exchange of the Notes, whether in global or definitive form. At the option of the Holders, at the offices of the Registrar (as defined in Section 15 hereof), or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose pursuant to the provisions of the Indenture, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, except for any transfer tax or other governmental charges imposed in connection therewith, subject to Section 4 hereof, the Notes may be transferred or exchanged for an equal aggregate principal amount of the Notes of like tenor and of other authorized denominations upon surrender and cancellation of the Notes upon any such transfer.
The Company, the Trustee and any agent of the Company or of the Trustee may deem and treat the Holder as the absolute owner of this Note (whether or not the Notes shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payments hereon, or on account hereof, and for all other purposes, and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments made to or upon the order of such Holder shall, to the extent of the amount or amounts paid, effectually satisfy and discharge liability for moneys payable on this Note.
Notwithstanding the preceding paragraphs of this Section 13, any registration of transfer or exchange of a Global Note shall be subject to the terms of the legend appearing on the initial page thereof.
14. No Recourse Against Others . No recourse under or upon any obligation, covenant or agreement of the Company arising under or set forth in the Notes or under the Indenture, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any
 
7

assessment or penalty or otherwise, any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
15. Appointment of Agents. The Bank of New York Mellon Trust Company, N. A. is hereby appointed the registrar (the “Registrar”) for the purpose of registering the Notes and of effecting transfers and exchanges of the Notes pursuant to the Indenture and this Note (the “Transfer Agent”). The Bank of New York Mellon acting through its London Branch is hereby appointed paying agent with respect to the Notes pursuant to Section 3.04 of the Indenture (the “Paying Agent”).
16. Notices . If the Company is required to give notice to the Holders of the Notes pursuant to the terms of the Indenture, then it shall do so by the means and in the manner set forth in Section 1.06 of the Indenture.
17. Separability . In case any provision of the Indenture or the Notes shall, for any reason, be held to be invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions thereof and hereof shall not in any way be affected or impaired thereby.
18. GOVERNING LAW . THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 
8

ASSIGNMENT FORM
To assign this Note, fill in the form below:
For the value received, the undersigned hereby assigns and transfers the within Note, and all rights thereunder, to:

(Insert assignee’s legal name)

(Insert assignee’s social security or tax identification number)

(Print or type assignee’s name, address and zip code)

 
 
and irrevocably appoints

to transfer this Note on the books of Wal-Mart Stores, Inc. The agent may substitute another to act for it.

	  	Your Signature:	  	 	
	  		  	(Sign exactly as your name appears on the face of this Note)	
Date:                     
Signature Guarantee
The signature(s) should be Guaranteed by an Eligible Guarantor Institution pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
* * * * *
The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	  	as tenants in common	
		
TEN ENT -	  	as tenants by the entireties	
		
JT ENT -	  	as joint tenants with right	
	  	of survivorship and not as
tenants in common	

                     UNIF GIFT MIN ACT-	 	                	  	Custodian	  	                	 	under the Uniform Gifts to Minors Act	 	            	 		
	 	(Cust)	  		  	(Minor)	 		 	(State)	 		
Additional abbreviations may also be used although not in the above list.

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made.

Date of Change	  	Amount of
decrease in
Principal Amount
of this Global
Note	  	Amount of
increase in
Principal Amount
of this Global
Note	  	Principal
Amount of this
Global Note
following such
decrease or
increase	  	Signature of
authorized
signatory of
Trustee or
Common
Depositary	

Exhibit 5
July 14, 2017
Wal-Mart Stores, Inc.
702 Southwest 8th Street
Bentonville, Arkansas 72716
Wal-Mart Stores, Inc.
¥70,000,000,000 0.183% Notes Due 2022
¥40,000,000,000 0.298% Notes Due 2024
¥60,000,000,000 0.520% Notes Due 2027
Ladies and Gentlemen:
Reference is made to the Pricing Agreement between Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), and Goldman Sachs International, Merrill Lynch International, MUFG Securities EMEA plc, HSBC Securities (USA) Inc., Morgan Stanley & Co. International plc, Wells Fargo Securities International Limited, Standard Chartered Bank, TD Securities (USA) LLC, The Bank of Nova Scotia, Hong Kong Branch, and U.S. Bancorp Investments, Inc. (collectively, the “Underwriters”), dated July 6, 2017 (the “Pricing Agreement”), and the Underwriting Agreement, dated July 6, 2017 (the “Underwriting Agreement” and, together with the Pricing Agreement, the “Agreement”), between the Company and the Underwriters, as incorporated by reference into the Pricing Agreement.
Further reference is made to: (i) the Registration Statement on Form S-3 (File No. 333-201074), which was prepared pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, was filed with the Commission on December 19, 2014, and, upon filing with the Commission, became effective pursuant to Rule 462(e) under the Securities Act (the “Registration Statement”); (ii) the Prospectus dated December 19, 2014 constituting a part of the Registration Statement, including the documents incorporated therein by reference at each pertinent time (the “Base Prospectus”); (iii) the Preliminary Prospectus Supplement dated June 23, 2017, which supplemented the Base Prospectus and which, along with the Base Prospectus, was filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act on June 23, 2017 (the “Preliminary Prospectus Supplement”); (iv) the Final Term Sheet, dated July 6, 2017, relating to ¥70,000,000,000 aggregate principal amount of the Company’s 0.183% Notes Due 2022 (the “2022 Notes”), ¥40,000,000,000 aggregate principal amount of the Company’s 0.298% Notes Due 2024 (the “2024 Notes”) and ¥60,000,000,000 aggregate principal amount of the Company’s 0.520% Notes Due 2027 (the “2027 Notes” and, together with the 2022 Notes and the 2024 Notes, the “Notes”), which was filed with the Commission on July 7, 2017 pursuant to Rule 433 under the Securities Act (the “Final Term Sheet”); (v) the Prospectus Supplement dated July 6, 2017, which supplemented the Base Prospectus and which, along with the Base Prospectus, was filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on July 7, 2017 (the “Prospectus Supplement”); and (vi) the Indenture, dated as of July 19, 2005 (the “Original Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee under such indenture (in such capacity, the “Trustee”),

Wal-Mart Stores, Inc.
July 14, 2017
Page 2
 
as supplemented by the First Supplemental Indenture, dated as of December 1, 2006, between the Company and the Trustee (the “First Supplemental Indenture”) and by the Second Supplemental Indenture, dated as of December 19, 2014, between the Company and the Trustee (the “Second Supplement Indenture” and, the Original Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”).
We have acted as special counsel to the Company in connection with the offer and sale of the Notes by the Company.
In rendering this opinion, we have examined and relied upon, without independent investigation or verification, executed originals, counterparts or copies of: (i) the Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, each as amended and restated to date and in effect on the date hereof; (ii) the Registration Statement; (iii) the Base Prospectus; (iv) the Preliminary Prospectus Supplement; (v) the Final Term Sheet; (vi) the Prospectus Supplement; (vii) the Indenture; (viii) the Agreement; (ix) the form of the global note, to be dated July 18, 2017, which will be issued in the aggregate principal amount of ¥70,000,000,000, which will be payable to The Bank of New York Depository (Nominees) Limited, as the nominee of The Bank of New York Mellon, London Branch, as the common depositary for Clearstream Banking S.A. and Euroclear Bank SA/NV (the “Common Depositary”), and which will represent the 2022 Notes being sold to the Underwriters pursuant to the Agreement (the “2022 Global Note”); (x) the form of the global note, to be dated July 18, 2017, which will be issued in the aggregate principal amount of ¥40,000,000,000, which will be payable to The Bank of New York Depository (Nominees) Limited, as the nominee of the Common Depositary, and which will represent the 2024 Notes being sold to the Underwriters pursuant to the Agreement (the “2024 Global Note”); (xi) the form of the global note, to be dated July 18, 2017, which will be issued in the aggregate principal amount of ¥60,000,000,000, which will be payable to The Bank of New York Depository (Nominees) Limited, as the nominee of the Common Depositary, and which will represent the 2027 Notes being sold to the Underwriters pursuant to the Agreement (the “2027 Global Note” and, together with the 2022 Global Note and the 2024 Global Note, the “Global Notes”); (xii) resolutions of the Board of Directors of the Company; (xiii) resolutions of the Executive Committee of the Board of Directors of the Company; (xiv) the Series Terms Certificate Pursuant to the Indenture Relating to 0.183% Notes Due 2022, dated as of July 6, 2017, executed by the Vice President—Finance & Assistant Treasurer of the Company (the “2022 Series Terms Certificate”); (xv) the Series Terms Certificate Pursuant to the Indenture Relating to 0.298% Notes Due 2024, dated as of July 6, 2017, executed by the Vice President—Finance & Assistant Treasurer of the Company (the “2024 Series Terms Certificate”); (xvi) the Series Terms Certificate Pursuant to the Indenture Relating to 0.520% Notes Due 2027, dated as of July 6, 2017, executed by the Vice President—Finance & Assistant Treasurer of the Company (together with the 2022 Series Terms Certificate and the 2024 Series Terms Certificate, the “Series Terms Certificates”); and (xvii) such other documents, records and certificates as we considered necessary or appropriate to enable us to express the opinions set forth herein. In all such examinations, we have assumed the authenticity and completeness of all documents submitted to us as originals and the conformity to authentic and complete originals of all documents submitted to us as photostatic, conformed, notarized or certified copies.

Wal-Mart Stores, Inc.
July 14, 2017
Page 3
 
In rendering this opinion, we have assumed, without independent investigation or verification, that: (i) each natural person signing any document reviewed by us had the legal capacity to do so; (ii) each person signing in a representative capacity (other than on behalf of the Company) had the authority to sign in such capacity; (iii) the Agreement has been duly authorized and validly executed and delivered by the parties thereto other than the Company; (iv) at or prior to the time of delivery of the Global Notes, the authorization of the Notes and of each of the series of notes of which the Notes are a part, including the Series Terms Certificates, will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity or enforceability of the Notes; (v) the Global Notes executed and delivered by the Company as contemplated herein will be identical in form to the forms of the Global Notes examined by us as described herein; and (vi) (A) the Indenture is and, at the time of delivery of the Notes, will be the legal, valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms, (B) at the time of delivery of the Notes, the Indenture will continue to be the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, and (C) the Indenture has been at all pertinent times qualified pursuant to the Trust Indenture Act of 1939, as amended.
As to certain facts material to our opinion, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials, the Company and officers or other representatives of the Company.
Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that: (i) upon the execution and delivery of the 2022 Global Note and the authentication of the 2022 Global Note in accordance with the terms of the Indenture against payment therefor in accordance with the Agreement, the 2022 Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture; (ii) upon the execution and delivery of the 2024 Global Note and the authentication of the 2024 Global Note in accordance with the terms of the Indenture against payment therefor in accordance with the Agreement, the 2024 Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture; and (iii) upon the execution and delivery of the 2027 Global Note and the authentication of the 2027 Global Note in accordance with the terms of the Indenture against payment therefor in accordance with the Agreement, the 2027 Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture.
The foregoing opinions are qualified to the extent that the enforceability of the Indenture, the Notes or any related document or instrument may be limited by or subject to the effects of bankruptcy, insolvency, moratorium, reorganization, liquidation, rearrangement, probate, conservatorship, fraudulent conveyance, fraudulent transfer or other similar laws (including court decisions) now or hereafter in effect relating to or affecting creditors’ rights and remedies generally or providing for the relief of debtors, general principles of equity (regardless of whether such remedies are sought in a proceeding in equity or at law) or public policy.

Wal-Mart Stores, Inc.
July 14, 2017
Page 4
 
We note that the enforceability of specific provisions of the Indenture and the Notes may be subject to (i) standards of reasonableness and “good faith” limitations and obligations such as those provided in the New York Uniform Commercial Code and similar applicable principles of common law and judicial decisions and (ii) the course of dealings between the parties, the usage of trade and similar provisions of common law and judicial decision.
We express no opinion as to the enforceability of the severability clauses in Section 1.11 of the Original Indenture, Section 5 of the First Supplemental Indenture, Section 5 of the Second Supplemental Indenture or Section 17 of the Global Notes or any provision of the Indenture or the Global Notes that purports to waive or not give effect to rights to notice, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law, including Section 1.15 and Section 12.01 of the Original Indenture and Section 14 of each of the Global Notes. We express no opinion with respect to the enforceability of (i) the parenthetical clause in Section 8.07(i) of the Original Indenture relating to the limitations on the compensation of trustees or (ii) Section 12.01 of the Original Indenture and Section 14 of the Global Notes to the extent that either of those provisions purport to waive liability for violation of securities laws. We express no opinion as to any provision of the Indenture that purports to confer subject matter jurisdiction in respect of bringing suits, enforcement of judgments or otherwise on any federal court, to the extent such court does not otherwise have such jurisdiction.
The foregoing opinions are limited in all respects to matters under and governed by the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware, as each is in force and effect as of the date of this opinion. We do not express any opinion as to the laws of any other jurisdiction.
We consent to the filing by you of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on the date hereof and the incorporation by reference of this opinion letter into the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Andrews Kurth Kenyon LLP