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 Companys 0.183% Notes Due 2022 (the 2022 Notes), ¥40,000,000,000 aggregate
principal amount of the Companys 0.298% Notes Due 2024 (the 2024 Notes) and ¥60,000,000,000 aggregate principal amount of the Companys 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).
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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 Companys newly created series of 0.183% Notes Due 2022 (the 2022 Series), the
2024 Notes will constitute part of the Companys newly created series of 0.298% Notes Due 2024 (the 2024 Series) and the 2027 Notes will constitute part of the Companys 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 Companys prospectus supplement dated July 6, 2017,
which relates to the offer and sale of the Notes (the Prospectus Supplement), and the Companys prospectus dated December 19, 2014, which relates to the offer and sale from time to time of an indeterminate amount of the
Companys 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.
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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 Companys 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 Companys 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.