As filed with the Securities and Exchange Commission on December 7, 2017
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
WAL-MART
STORES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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71-0415188
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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702 S.W. 8th Street
Bentonville, Arkansas 72716
(479)
273-4000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
BAHI OKUPA-HINES, ESQ.
Senior Associate Counsel-Corporate
Wal-Mart
Stores, Inc.
702 S.W. 8th Street
Bentonville, Arkansas 72716
479-273-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
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DUDLEY W. MURREY, ESQ.
Andrews Kurth Kenyon LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
214-659-4400
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JOHN D. LOBRANO, ESQ.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New
York, New York 10017
212-455-2000
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Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities To Be Registered
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Amount
To Be
Registered
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Proposed
Maximum
Offering
Price
Per Security
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Debt Securities
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(1)
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(1)
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(1)
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(2)
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(1)
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An indeterminate aggregate amount of debt securities with an indeterminate proposed maximum aggregate initial offering price is being registered as may from time to time be offered at indeterminate prices.
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(2)
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In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, the Registrant is deferring payment of all of the registration fee.
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