OFFERS TO PURCHASE FOR CASH

Transcription

1 OFFERS TO PURCHASE FOR CASH Outstanding Securities Listed in Table I Below for an Aggregate Purchase Price of up to $4,000,000,000 Outstanding Securities Listed in Table II Below for an Aggregate Purchase Price of up to 650,000,000 THE TENDER OFFER FOR THE SECURITIES LISTED IN TABLE I BELOW (THE DOLLAR SECURITIES ) AND THE TENDER OFFER FOR THE SECURITIES LISTED IN TABLE II BELOW (THE STERLING SECURITIES AND, TOGETHER WITH THE DOLLAR SECURITIES, THE SECURITIES ) WILL EACH EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FEBRUARY 6, 2018, UNLESS, SUBJECT TO APPLICABLE LAW, SUCH DEADLINE IS EXTENDED BY US IN RESPECT OF ONE OR BOTH TENDER OFFERS OR ONE OR BOTH TENDER OFFERS IS EARLIER TERMINATED BY US (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED IN RESPECT OF ONE OR BOTH TENDER OFFERS, THE EXPIRATION DATE ). HOLDERS OF THE SECURITIES MUST VALIDLY TENDER (AND NOT SUBSEQUENTLY VALIDLY WITHDRAW) THEIR SECURITIES AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 23, 2018, UNLESS SUCH DEADLINE IS EXTENDED BY US IN RESPECT OF ONE OR BOTH TENDER OFFERS (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED IN RESPECT OF ONE OR BOTH TENDER OFFERS, THE EARLY PARTICIPATION DATE ), IN ORDER TO BE ELIGIBLE TO RECEIVE THE APPLICABLE TOTAL CONSIDERATION (AS DEFINED BELOW), INCLUDING THE APPLICABLE EARLY PARTICIPATION AMOUNT (AS DEFINED BELOW), FOR THEIR TENDERED SECURITIES. SECURITIES TENDERED AT OR PRIOR TO THE APPLICABLE EARLY PARTICIPATION DATE MAY BE WITHDRAWN AT ANY TIME AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 23, 2018, UNLESS SUCH DEADLINE IS EXTENDED BY US IN RESPECT OF ONE OR BOTH TENDER OFFERS (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED IN RESPECT OF ONE OR BOTH TENDER OFFERS, THE WITHDRAWAL DATE ), BUT MAY NOT BE WITHDRAWN THEREAFTER, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES IN WHICH ADDITIONAL WITHDRAWAL RIGHTS ARE REQUIRED BY LAW. HOLDERS VALIDLY TENDERING SECURITIES AFTER THE APPLICABLE EARLY PARTICIPATION DATE, BUT AT OR PRIOR TO THE APPLICABLE EXPIRATION DATE, WILL BE ELIGIBLE TO RECEIVE AN AMOUNT EQUAL TO THE APPLICABLE TOTAL CONSIDERATION LESS THE APPLICABLE EARLY PARTICIPATION AMOUNT. SECURITIES VALIDLY TENDERED AFTER THE APPLICABLE EARLY PARTICIPATION DATE, BUT AT OR PRIOR TO THE APPLICABLE EXPIRATION DATE, MAY NOT BE WITHDRAWN, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES IN WHICH ADDITIONAL WITHDRAWAL RIGHTS ARE REQUIRED BY APPLICABLE LAW. Wal-Mart Stores, Inc. ( Walmart, we or us ), a Delaware corporation, hereby offers to purchase for cash: up to $4,000,000,000 aggregate purchase price, including principal, premium and the applicable Early Participation Amount, but excluding Accrued Interest (as defined below) (the Maximum Dollar Amount ), of the Dollar Securities (such offer to purchase, the Dollar Tender Offer ); and

2 up to 650,000,000 aggregate purchase price, including principal, premium and the applicable Early Participation Amount, but excluding Accrued Interest (the Maximum Sterling Amount ), of the Sterling Securities (such offer to purchase, the Sterling Tender Offer ), in each case, plus accrued and unpaid interest on the applicable series of Securities from, and including, the most recent interest payment date for such series of Securities prior to the applicable Payment Date (as defined herein) to, but not including, the applicable Payment Date ( Accrued Interest ). The Maximum Dollar Amount and the Maximum Sterling Amount (collectively, the Maximum Amounts ) will not be subject to amendment by Walmart. Each of the Dollar Tender Offer and the Sterling Tender Offer (each, a Tender Offer and together, the Tender Offers ) is made upon the terms and subject to the conditions set forth in this Offers to Purchase (as it may be amended or supplemented from time to time, this Offer to Purchase ) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the Letter of Transmittal and, together with this Offer to Purchase, the Offer Documents ). Securities validly tendered and accepted for purchase in the Tender Offers will be accepted for purchase by Walmart subject to the Maximum Dollar Amount, in respect of the Dollar Securities, and the Maximum Sterling Amount, in respect of the Sterling Securities and based on the applicable acceptance priority levels (the Acceptance Priority Levels ) set forth in Table I and Table II below (together, the Tables ), and may be subject to proration, provided that, with respect to each Tender Offer, Securities tendered at or prior to the applicable Early Participation Date will be accepted for purchase in priority to Securities tendered after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, regardless of the priority of the series of such later tendered Securities, all as more fully described herein under The Tender Offers Proration and Acceptance Priority Levels. Subject to our right to terminate a Tender Offer as described below, and subject to the applicable Maximum Amount and based on the Acceptance Priority Levels and proration, we will purchase in each Tender Offer (i) the Securities that have been validly tendered (and not subsequently validly withdrawn) in that Tender Offer at or prior to the applicable Early Participation Date, subject to all conditions to such Tender Offer having been satisfied or waived by us, promptly following such Early Participation Date (the date of such purchase, which is expected to be the second Business Day (as defined below) following the Early Participation Date, the Early Payment Date ), and (ii) to the extent that Securities are purchased in that Tender Offer on the applicable Early Payment Date for an aggregate purchase price that is less than the applicable Maximum Amount, the Securities that have been validly tendered after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, subject to all conditions to such Tender Offer having been satisfied or waived by us, promptly following the applicable Expiration Date (the date of such purchase, which is expected to be the first Business Day following the Expiration Date, the Final Payment Date, and together with the Early Payment Date, each a Payment Date ). If, on the applicable Early Payment Date, Securities are purchased in a Tender Offer for an aggregate purchase price that is equal to the Maximum Amount for such Tender Offer, no additional Securities will be purchased in such Tender Offer, and there will be no Final Payment Date for such Tender Offer. As used herein, Business Day shall mean any day other than a Saturday or Sunday or a day on which banks in New York or London are authorized by law or government or executive order to be closed. We reserve the right, subject to applicable law, to terminate either or both of the Tender Offers at any time prior to the applicable Expiration Date. Our obligation to purchase Securities in each Tender Offer is subject to the satisfaction or the waiver of certain conditions. Neither Tender Offer is conditioned on any minimum amount of Securities being tendered under the Tender Offer or upon the successful consummation of the other Tender Offer. Securities that are purchased in a Tender Offer will be cancelled by Walmart and will no longer remain outstanding obligations of Walmart.

3 The Total Consideration payable for each series of Securities will be a price per $1,000 or 1,000 principal amount, as applicable, of such series of Securities validly tendered at or prior to the applicable Early Participation Date, and accepted for purchase by us (subject to the applicable Maximum Amount, to the Acceptance Priority Levels and to proration, if any) equal to an amount, calculated in accordance with Schedule A-1 or A-2, as applicable, of this Offer to Purchase, that would reflect, as of the applicable Early Payment Date, a yield to the maturity date, or, if applicable, the par call date, of such series of Securities equal to the sum of (i) the Reference Yield (as defined below) of the applicable Reference Security (as defined below) for such series of Securities, determined at 10:00 a.m. (New York City time) on the Business Day following the Early Participation Date (as such date may be extended by us, the Reference Yield Determination Date ) by the Pricing Joint Lead Dealer-Managers (as defined below), plus (ii) the fixed spread applicable to such series of Securities, as set forth in the applicable Table below (the Fixed Spread ), in each case, excluding Accrued Interest. The Reference Yield means (i) with respect to the Dollar Securities, the yield of the applicable reference security for such series of Securities listed in the applicable Table below (the Reference Security ) based on the bid side price of such Reference Security as displayed on the applicable reference page set forth in the applicable Table below as of the applicable Reference Yield Determination Date and (ii) with respect to the Sterling Securities, the mid-market yield of the applicable Reference Security whereby each applicable midmarket yield is determined by calculating the arithmetic mean average of the bid and ask yields to maturity (rounded to the nearest percent, with rounded upwards) of the applicable Reference Security as displayed on the applicable reference page set forth in the applicable Table below as of the applicable Reference Yield Determination Date. The applicable Total Consideration for each series of Securities, as calculated using the applicable Fixed Spread, is inclusive of the early participation amount applicable to each series of Securities, as set forth in the applicable Table below (the Early Participation Amount ). Holders of Securities that are validly tendered at or prior to the applicable Early Participation Date (and not subsequently validly withdrawn) and accepted for purchase will receive the applicable Total Consideration, together with any Accrued Interest. Holders of Securities that are validly tendered after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, and accepted for purchase will receive only the applicable Tender Offer Consideration, which is an amount equal to the applicable Total Consideration less the applicable Early Participation Amount, together with any Accrued Interest in respect of the Securities purchased in the Tender Offers. The Total Consideration and the Tender Offer Consideration will be payable in cash. For reference purposes, a hypothetical calculation of the Total Consideration for each series of Securities is set forth in Schedule B to this Offer to Purchase. This Offer to Purchase and the related Letter of Transmittal contain important information that should be read before any decision is made with respect to the Tender Offers. In particular, see Certain Considerations beginning on page 35 for a discussion of certain factors you should consider in connection with the Tender Offers. The Joint Lead Dealer-Managers for the Tender Offers are: BOFA MERRILL LYNCH HSBC J.P. MORGAN BNP PARIBAS CREDIT SUISSE WELLS FARGO SECURITIES The Senior Co-Dealer-Managers for the Tender Offers are: BARCLAYS CITIGROUP GOLDMAN SACHS & CO. LLC

4 MIZUHO SECURITIES MORGAN STANLEY MUFG US BANCORP The Co-Dealer-Managers for the Tender Offers are: BBVA NATWEST MARKETS SANTANDER SCOTIABANK STANDARD CHARTERED BANK TD SECURITIES January 9, 2018

5 Title of Security 7.55% Notes due % Debentures due % Notes due % Notes due % Notes due % Notes due % Notes due % Notes due % Notes due % Notes due % Notes due % Notes due % Notes due 2043 (3) 5.875% Notes due % Notes due 2044 (3) 4.000% Notes due 2043 (3) Security Identifiers CUSIP: BF9 ISIN: US931142BF98 CUSIP: AU7 ISIN: US931142AU74 CUSIP: DD2 ISIN: US931142DD23 CUSIP: CZ4 ISIN: US931142CZ44 CUSIP: DJ9 ISIN: US931142DJ92 CUSIP: CK7 ISIN US931142CK74 CUSIP: CM3 ISIN: US931142CM31 CUSIP: DB6 ISIN: US931142DB66 CUSIP: CS0 ISIN: US931142CS01 CUSIP: CB7 ISIN: US931142CB75 CUSIP: CY7 ISIN: US931142CY78 CUSIP: CV3 ISIN: US931142CV30 CUSIP: DK6 ISIN: US931142DK65 CUSIP: CH4 ISIN: US931142CH46 CUSIP: DQ3 ISIN: US931142DQ36 CUSIP: DG5 ISIN: US931142DG53 Applicable Maturity Date/ Par Call Date TABLE I: DOLLAR SECURITIES SUBJECT TO THE DOLLAR TENDER OFFER Principal Amount Outstanding (millions) Acceptance Priority Level Authorized Denominations February 15, 2030 $1,000 1 $1,000 and integral multiples of $1,000 in excess thereof October 15, 2023 $250 2 $1,000 and integral multiples of $1,000 in excess thereof April 15, 2021 $1,000 3 $2,000 and integral multiples of $1,000 in excess thereof October 25, 2020 $1,750 4 $2,000 and integral multiples of $1,000 in excess thereof December 15, 2018 $1,000 5 $2,000 and integral multiples of $1,000 in excess thereof August 15, 2037 $1,451 6 $2,000 and integral multiples of $1,000 in excess thereof April 15, 2038 $1,113 7 $2,000 and integral multiples of $1,000 in excess thereof April 15, 2041 $1,320 8 $2,000 and integral multiples of $1,000 in excess thereof April 1, 2040 $868 9 $2,000 and integral multiples of $1,000 in excess thereof September 1, 2035 $2, $2,000 and integral multiples of $1,000 in excess thereof October 25, 2040 $ $2,000 and integral multiples of $1,000 in excess thereof July 8, 2040 $ $2,000 and integral multiples of $1,000 in excess thereof October 2, 2043/ April 2, 2043 $ $2,000 and integral multiples of $1,000 in excess thereof April 5, 2027 $ $2,000 and integral multiples of $1,000 in excess thereof April 22, 2044/ October 22, 2043 April 11, 2043/ October 11, 2042 $ $2,000 and integral multiples of $1,000 in excess thereof $ $2,000 and integral multiples of $1,000 in excess thereof Early Participation Amount (1) Reference Security $ % U.S. due 11/15/2027 $ % U.S. due 12/31/2022 $ % U.S. due 12/15/2020 $ % U.S. due 12/31/2019 $ % U.S. due 12/31/2019 $ % U.S. due 8/15/2047 $ % U.S. due 8/15/2047 $ % U.S. due 8/15/2047 $ % U.S. due 8/15/2047 $ % U.S. due 8/15/2047 $ % U.S. due 8/15/2047 $ % U.S. due 8/15/2047 $ % U.S. due 8/15/2047 $ % U.S. due 11/15/2027 $ % U.S. due 8/15/2047 $ % U.S. due 8/15/2047 Bloomberg Reference Page/Screen Fixed Spread (basis points) Hypothetical Total Consideration (1)(2) FIT1 42 $1, FIT1 25 $1, FIT1 10 $1, FIT1 10 $1, FIT1-10 $1, FIT1 50 $1, FIT1 50 $1, FIT1 50 $1, FIT1 50 $1, FIT1 42 $1, FIT1 50 $1, FIT1 50 $1, FIT1 50 $1, FIT1 30 $1, FIT1 48 $1, FIT1 50 $1, i

6 Title of Security 4.125% Notes due % Notes due 2020 Security Identifiers CUSIP: CP6 ISIN: US931142CP61 CUSIP: CU5 ISIN: US931142CU56 Applicable Maturity Date/ Par Call Date TABLE I: DOLLAR SECURITIES SUBJECT TO THE DOLLAR TENDER OFFER Principal Amount Outstanding (millions) Acceptance Priority Level Authorized Denominations February 1, 2019 $ $2,000 and integral multiples of $1,000 in excess thereof July 8, 2020 $ $2,000 and integral multiples of $1,000 in excess thereof Early Participation Amount (1) Reference Security $ % U.S. due 12/31/2019 $ % U.S. due 12/31/2019 Bloomberg Reference Page/Screen Fixed Spread (basis points) Hypothetical Total Consideration (1)(2) FIT1-15 $1, FIT1 15 $1, (1) Per $1,000 principal amount of Dollar Securities. (2) The Total Consideration payable for each series of Dollar Securities includes the applicable Early Participation Amount and will be a price per $1,000 principal amount of such series of Securities validly tendered in the Dollar Tender Offer (and not subsequently validly withdrawn) at or prior to the applicable Early Participation Date for the Dollar Tender Offer and accepted for purchase by us and is calculated using the applicable Fixed Spread. Holders whose Securities are accepted will also receive Accrued Interest on such Securities. The Hypothetical Total Consideration shown in this table is per $1,000 principal amount of Dollar Securities and assumes settlement on the expected Early Payment Date on January 25, 2018, and that the Reference Yield had been measured at 10:00 a.m., New York City time, on January 8, 2018, as determined by the Pricing Joint Lead Dealer-Managers (see Schedule B to this Offer to Purchase). (3) For such series of Securities, the calculation of the applicable Total Consideration will be performed taking into account the par call date. See Schedule A to this Offer to Purchase for an overview of the calculation of the Total Consideration (including the par call detail). Title of Security 4.875% Notes due 2039* 5.250% Notes due 2035* 5.750% Notes due 2030** Security Identifier Applicable Maturity Date TABLE II: STERLING SECURITIES SUBJECT TO THE STERLING TENDER OFFER Principal Amount Outstanding (millions) Acceptance Priority Level Authorized Denominations ISIN: XS January 19, ,000 and integral multiples of 1,000 in excess thereof ISIN: XS September 28, , ,000 and integral multiples of 1,000 in excess thereof ISIN: XS December 19, ,000 and integral multiples of 1,000 in excess thereof Early Participation Amount (1) Reference Security % UK due % UK due % UK due 2030 Bloomberg Reference Page/Screen Fixed Spread (basis points) Hypothetical Total (1) (2) Consideration PXUK 50 1, PXUK 50 1, PXUK 50 1, * Admitted to trading on the Main Securities Market of the Irish Stock Exchange. ** Admitted to trading on the regulated market of the Luxembourg Stock Exchange. (1) Per 1,000 principal amount of Sterling Securities. (2) The Total Consideration payable for each series of Sterling Securities includes the applicable Early Participation Amount and will be a price per 1,000 principal amount of such series of Securities validly tendered in the Sterling Tender Offer (and not subsequently validly withdrawn) at or prior to the applicable Early Participation Date for the Sterling Tender Offer and accepted for purchase by us and is calculated using the applicable Fixed Spread. Holders whose Securities are accepted will also receive Accrued Interest on such Securities. The Hypothetical Total Consideration shown in this table is per 1,000 principal amount of Sterling Securities and assumes settlement on the expected Early Payment Date on January 25, 2018, and that the Reference Yield had been measured at 10:00 a.m., New York City time, on January 8, 2018, as determined by the Pricing Joint Lead Dealer-Managers (see Schedule B to this Offer to Purchase). ii

7 IMPORTANT INFORMATION HSBC Securities (USA) Inc. ( HSBC ), J.P. Morgan Securities LLC ( J.P. Morgan ), Merrill Lynch, Pierce, Fenner & Smith Incorporated ( Merrill Lynch and, together with HSBC and J.P. Morgan, the Pricing Joint Lead Dealer-Managers ), BNP Paribas Securities Corp. ( BNP Paribas ), Credit Suisse Securities (USA) LLC ( Credit Suisse ) and Wells Fargo Securities, LLC ( Wells Fargo Securities ) are acting as joint lead dealer-managers (BNP Paribas, Credit Suisse and Wells Fargo Securities, collectively with the Pricing Joint Lead Dealer-Managers, the Joint Lead Dealer-Managers ), Barclays Capital Inc. ( Barclays ), Citigroup Global Markets Inc. ( Citigroup ), Goldman Sachs & Co. LLC ( Goldman Sachs ), Mizuho Securities USA LLC ( Mizuho Securities ), Morgan Stanley & Co. LLC ( Morgan Stanley ), MUFG Securities Americas Inc. ( MUFG ) and U.S. Bancorp Investments, Inc. ( US Bancorp ) are acting as senior co-dealer-managers (the Senior Co-Dealer-Managers ), and BBVA Securities Inc. ( BBVA ), RBS Securities Inc. (marketing name NatWest Markets ), Santander Investment Securities Inc. ( Santander ), Scotia Capital (USA) Inc. ( Scotiabank ), Standard Chartered Bank ( Standard Chartered Bank ) and TD Securities (USA) LLC ( TD Securities ) are acting as codealer managers (the Co-Dealer-Managers and collectively with the Joint Lead Dealer-Managers and the Senior Co-Dealer-Managers, the Dealer-Managers ) in connection with the Tender Offers. Questions concerning the terms of the Tender Offers may be directed to any of the Pricing Joint Lead Dealer-Managers, or their respective affiliates, at the addresses and telephone numbers set forth on the last page of this Offer to Purchase. Questions concerning tender procedures and requests for assistance or for additional copies of the Offer Documents should be directed to Global Bondholder Services Corporation, which is acting as information agent (the Information Agent ) and depositary (the Depositary ) in connection with the Tender Offers, at its address and telephone numbers set forth on the last page of this Offer to Purchase. The Offer Documents contain important information that should be read carefully before you make any decision with respect to the Tender Offers. If you are in any doubt as to the action you should take, we recommend that you seek your own legal or financial advice, including as to any tax consequences, from your stockbroker, bank manager, attorney, solicitor, accountant or financial adviser. All of the Dollar Securities are held in book-entry form through the facilities of The Depository Trust Company ( DTC ), and all of the Sterling Securities are held in book-entry form through the facilities of Clearstream Banking S.A. ( Clearstream ), or Euroclear Bank SA/NV ( Euroclear and together with Clearstream and DTC, the Clearing Systems ). If you desire to tender Dollar Securities held through DTC, you must transfer such Dollar Securities to the Depositary by completing the Letter of Transmittal and delivering it and the tendered Dollar Securities to the Depositary in accordance with the procedures described in The Tender Offers Procedures for Tendering Securities Procedures for Tendering Securities Held through DTC, or by complying with the procedures for tendering Dollar Securities through DTC s Automated Tender Offer Program ( ATOP ), for which the transaction will be eligible. If you desire to tender Sterling Securities held through Clearstream or Euroclear, you must comply with the procedures described herein and the procedures of Clearstream or Euroclear, as applicable, as described in The Tender Offers Procedures for Tendering Securities Procedures for Tendering Securities Held through Euroclear or Clearstream. If you hold Securities through an intermediary, such as a broker, dealer, commercial bank, trust company or other nominee, you must contact them if you wish to tender your Securities. Beneficial owners of Securities should be aware that their intermediary, including any broker, dealer, commercial bank, trust company or other nominee, may establish its own earlier deadlines for participation in the Tender Offers. Accordingly, beneficial owners wishing to participate in one or both of the Tender Offers should contact their intermediary as soon as iii

8 possible in order to determine the times by which such beneficial owners must take action in order to participate in the particular Tender Offer. Beneficial owners should also be aware that each Clearing System may establish its own deadlines for participation in the applicable Tender Offer or the withdrawal of tendered Securities. As such, beneficial owners should consult with their intermediary regarding any applicable alternative deadlines for taking action with respect to a particular Tender Offer. See The Tender Offers Procedures for Tendering Securities. We have not provided guaranteed delivery provisions in connection with the Tender Offers. NONE OF WALMART, THE TRUSTEE UNDER THE INDENTURES PURSUANT TO WHICH THE SECURITIES WERE ISSUED, THE DEALER-MANAGERS, THE DEPOSITARY OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER THEIR SECURITIES. EACH HOLDER MUST MAKE ITS OWN DECISION AS TO WHETHER TO TENDER ITS SECURITIES. BEFORE MAKING YOUR DECISION, WE URGE YOU TO CAREFULLY READ THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE INFORMATION SET FORTH UNDER CERTAIN CONSIDERATIONS, AND THE OTHER DOCUMENTS REFERRED TO IN THIS DOCUMENT. SEE INCORPORATION BY REFERENCE. THIS OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER THE LAWS OR REGULATIONS OF SUCH JURISDICTION, INCLUDING APPLICABLE SECURITIES LAWS. WE ARE OFFERING TO PURCHASE THE SECURITIES ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. SEE OFFER RESTRICTIONS. THE OFFER DOCUMENTS HAVE NOT BEEN FILED WITH OR REVIEWED BY ANY U.S. FEDERAL, STATE OR FOREIGN SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE. The communication of the Offer Documents and any other documents or materials relating to the Tender Offers is not being made by, and such documents and/or materials have not been approved by, an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order )), or persons who are within Article 43 of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (such persons together being Relevant Persons ). The Tender Offers are only available to Relevant Persons and the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this Offer to Purchase or any of its contents. We are responsible only for the information contained or incorporated by reference in the Offer Documents. We have not authorized anyone to provide you with any other information or to make any iv

9 representation other than as contained in the Offer Documents, and none of Walmart, the Dealer- Managers, the Depositary, the Information Agent, or any of their or our respective affiliates or respective agents takes any responsibility for any other information that others may give you. None of the Dealer- Managers, the Depositary, the Information Agent, or their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information contained in the Offer Documents concerning the Tender Offers, Walmart or any of our affiliates or for any failure by us to disclose events that may have occurred and may affect the significance or accuracy of the information contained in this Offer to Purchase. The trustee for the Securities has not reviewed or approved this Offer to Purchase or the terms of the Tender Offers, and the trustee expresses no opinion and makes no representation as to the merits of the Offer to Purchase. The information contained in the Offer Documents is accurate only as of the date on the front of those documents, regardless of the time of delivery of those documents or of any purchase of the Securities. Neither the delivery of this Offer to Purchase nor any purchase of Securities pursuant to a Tender Offer shall, under any circumstances, create any implication that the information contained in this Offer to Purchase is current as of any time subsequent to the date of such information or that there has been no change in the information set out in it or in the affairs of Walmart since the date of this Offer to Purchase. From time to time following completion or termination of the Tender Offers, we and our affiliates may acquire Securities that are not purchased in the Tender Offers through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we or they may determine, which may be more or less than the price to be paid pursuant to the Tender Offers and could be for cash or other consideration. Alternatively, we and our affiliates may, subject to certain conditions, redeem any or all of the Securities of a series not purchased pursuant to the Tender Offers at any time that we or they are permitted to redeem the Securities of such series under the indenture governing the Securities of such series and the terms of the Securities of such series. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) we or they may choose to pursue in the future. Holders of Securities who do not participate in one or both of the Tender Offers, or whose tendered Securities are not accepted for purchase by Walmart, will continue to hold their Securities immediately after the completion of the Tender Offers, subject to the applicable terms and conditions of such Securities, including the covenants and other protective provisions contained in the applicable indenture, supplemental indenture or officers certificate governing such Securities. See Certain Considerations Treatment of Securities Not Tendered in the Tender Offers. In the Offer Documents, we may refer to Securities that have been validly tendered and not validly withdrawn as having been validly tendered. Unless the context otherwise requires, references in this Offer to Purchase to holders of Securities include: (i) (ii) each person who is shown in the records of the clearing and settlement systems of DTC, Clearstream or Euroclear as a holder of any Securities (a Direct Participant ); any broker, dealer, commercial bank, trust company or other nominee who holds Securities for the beneficial owner of such Securities (each an intermediary ); and v

10 (iii) each beneficial owner of Securities holding such Securities, directly or indirectly, in an account, or through the accounts of an intermediary, in the name of a Direct Participant acting on the beneficial owner s behalf, except that for the purposes of the purchase of any Securities and the payment of any cash representing the Total Consideration or the Tender Offer Consideration or Accrued Interest, as the case may be, to the extent the beneficial owner of the relevant Securities is not a Direct Participant, such payment will be made only to the relevant Direct Participant, and the making of such payment to the relevant Clearing System and by such Clearing System to the relevant Direct Participant will satisfy any obligations of Walmart, the Depositary and the Clearing Systems in respect of payment for such Securities under the applicable Tender Offer. vi

11 You should take note of the following important dates and times in connection with each Tender Offer: Date Calendar Date and Time Event Early Participation Date Withdrawal Date Reference Yield Determination Date Early Payment Date 5:00 p.m., New York City time, on January 23, 2018, unless extended by us in respect of the applicable Tender Offer in our sole and absolute discretion. 5:00 p.m., New York City time, on January 23, 2018, unless extended by us in respect of the applicable Tender Offer in our sole and absolute discretion. 10:00 a.m. (New York City time), on January 24, 2018, unless extended by us in respect of the applicable Tender Offer in our sole and absolute discretion. The Early Payment Date will be promptly following the Early Participation Date and is expected to be on or about January 25, 2018, subject to the satisfaction or waiver of the conditions to the applicable Tender Offer. With respect to each Tender Offer, the last chance for you to tender Securities to be eligible to receive the applicable Total Consideration, which includes the applicable Early Participation Amount. Promptly after the Early Participation Date, Walmart expects to announce the principal amounts of Securities validly tendered and not validly withdrawn in the Tender Offers at or prior to the Early Participation Date. With respect to each Tender Offer, the last chance for you to validly withdraw tenders of Securities, except in certain limited circumstances in which additional withdrawal rights are required by applicable law. With respect to each Tender Offer, the determination of the Reference Yield related to: for each series of Dollar Securities, the bid-side price of the applicable Reference Security as displayed on the applicable Reference Page set forth in Table I above; and for each series of Sterling Securities, the mid-market yield determined from the arithmetic mean of the bid and ask yields of the applicable Reference Security as displayed on the applicable Reference Page set forth in Table II above. With respect to each Tender Offer, for Securities that have been validly tendered at or prior to the Early Participation Date (and not subsequently validly withdrawn) and that are accepted for payment, the date that settlement will occur, subject to all conditions to such Tender Offer having been satisfied or waived. We will deposit with the applicable Clearing vii

12 Expiration Date Final Payment Date 11:59 p.m., New York City time, on February 6, 2018, unless extended by us in respect of the applicable Tender Offer or the applicable Tender Offer is earlier terminated by us, in each case, in our sole and absolute discretion. The Final Payment Date will be promptly following the Tender Expiration Date and is expected to be on or about February 7, 2018, subject to the satisfaction or waiver of the conditions to the applicable Tender Offer and assuming additional Securities may be purchased in such Tender Offer on such date without the applicable Maximum Amount being exceeded. System or Clearing Systems, as the case may be, the applicable Total Consideration payable to holders whose Securities are accepted for purchase on the applicable Early Payment Date, together with any Accrued Interest payable. With respect to each Tender Offer, the last chance for you to tender Securities to be eligible to receive the applicable Tender Offer Consideration on the applicable Final Payment Date, which does not include the applicable Early Participation Amount. With respect to each Tender Offer, if the aggregate purchase price payable for the Securities validly tendered at or prior to the Early Tender Date for such Tender Offer equals or exceeds the Maximum Amount for such Tender Offer, then we will not accept for purchase any Securities tendered after the Early Tender Date in such Tender Offer and there will be no Final Payment Date. With respect to each Tender Offer, for Securities that have been validly tendered after the Early Participation Date, but at or prior to the Expiration Date, and that are accepted for payment, the date that settlement will occur, subject to all conditions to such Tender Offer having been satisfied or waived and assuming that additional Securities may be purchased in such Tender Offer on such date without the applicable Maximum Amount being exceeded. We will deposit with the applicable Clearing System or Clearing Systems, as the case may be, the applicable Tender Offer Consideration payable to holders whose Securities are accepted for purchase on the applicable Final Payment Date, together with any Accrued Interest payable. viii

13 With respect to each Tender Offer, we may extend one or more of the Early Participation Date, Withdrawal Date, Reference Yield Determination Date (for the Dollar Securities of each series, the Sterling Securities of each series, or all Securities), Early Payment Date, Expiration Date and Final Payment Date (for any or all series of Securities), and, subject to applicable law, we may terminate each Tender Offer at any time prior to its Expiration Date. Neither Tender Offer is conditioned on any minimum amount of Securities being tendered under such Tender Offer or upon the successful consummation of the other Tender Offer. If we extend any such date for a Tender Offer, we will not be required to extend that date for the other Tender Offer. If we terminate a Tender Offer prior to its Expiration Date, we will not be required to terminate the other Tender Offer prior to its Expiration Date. Securities validly tendered pursuant to a Tender Offer and accepted for purchase by Walmart will be accepted for purchase subject to the Maximum Amount and based on the Acceptance Priority Levels applicable to such Tender Offer and may be subject to proration, provided that, with respect to each Tender Offer, Securities tendered at or prior to the applicable Early Participation Date will be accepted for purchase in priority to Securities tendered after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, regardless of the priority of such series. We will have no obligation to pay interest by reason of any delay by the Depositary and the Information Agent or DTC in making payments to the holders. Beneficial owners of Securities should be aware that their broker, dealer, commercial bank, trust company or other intermediary may establish its own earlier deadlines for participation in the Tender Offers. Accordingly, beneficial owners wishing to participate in one or both of the Tender Offers should contact their broker, dealer, commercial bank, trust company or other intermediary as soon as possible in order to determine the times by which such beneficial owners must take action in order to participate in the particular Tender Offer. Beneficial owners should also be aware that each Clearing System may establish its own deadlines for participation in the applicable Tender Offer or the withdrawal of tendered Securities. As such, beneficial owners should consult with their broker, dealer, commercial bank, trust company or other intermediary regarding any applicable alternative deadlines for taking action with respect to a particular Tender Offer. ix

14 TABLE OF CONTENTS Page Important Information... ii Summary... 1 Incorporation By Reference Cautionary Statement Regarding Forward-Looking Statements The Tender Offers Certain Considerations Offer Restrictions Certain U.S. Federal Income Tax Consequences Formulas for Determining Total Consideration for Dollar Securities... Schedule A-1 Formulas for Determining Total Consideration for Sterling Securities... Schedule A-2 Hypothetical Calculations of Total Consideration... Schedule B x

15 SUMMARY The following summary highlights selected information from this Offer to Purchase and the Letter of Transmittal and does not contain all of the information that you should consider before participating in the Tender Offers. You should read this Offer to Purchase, the Letter of Transmittal and the documents incorporated by reference in this Offer to Purchase in their entirety before making a decision regarding the Tender Offers. Wal-Mart Stores, Inc. Wal-Mart Stores, Inc. ( Walmart, we or us ) is engaged in retail and wholesale operations in various formats around the world and is the world s largest retailer, with total net sales of $481.3 billion in our fiscal year ended January 31, Through our operations, we help people around the world save money and live better anytime and anywhere in retail stores or through our ecommerce and mobile capabilities. Through innovation, we are striving to create a customer-centric experience that seamlessly integrates digital and physical shopping and saves time for our customers. Physical retail encompasses our brick and mortar presence in each of the markets in which we operate. Digital retail is comprised of our ecommerce websites and mobile commerce applications. Each week, we serve over 260 million customers who visit our more than 11,600 stores under 59 banners in 28 countries and our ecommerce websites in the U.S. and various international markets. We serve our customers and members primarily through the operation of three business segments: Walmart U.S. is our largest segment with operations in the United States in three primary store formats: supercenters; discount stores; and Neighborhood Markets, as well as digital retail. Walmart International consists of our operations outside of the United States and includes retail, wholesale and other businesses. These businesses consist of numerous formats, including supercenters, supermarkets, hypermarkets, warehouse clubs (including Sam s Clubs), cash & carry, home improvement, specialty electronics, apparel stores, drug stores and convenience stores, as well as digital retail. Sam s Club consists of membership-only warehouse clubs in the United States, as well as digital retail. We operate in all 50 states in the United States, Washington D.C. and Puerto Rico and, through wholly-owned subsidiaries, in Argentina, Brazil, Canada, Chile, China, India, Japan and the United Kingdom. Through majority-owned subsidiaries, we operate in Africa (Botswana, Ghana, Kenya, Lesotho, Malawi, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Tanzania, Uganda and Zambia), Central America (Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua), and Mexico. Wal-Mart Stores, Inc. was incorporated in the State of Delaware on October 31, We maintain our principal executive offices at 702 S.W. 8th Street, Bentonville, Arkansas Our main telephone number is The address of our corporate website is at Information contained in our corporate website and other websites that we maintain or sponsor is not a part of this Offer to Purchase or any supplement or amendment to this Offer to Purchase, except to the extent set forth in Incorporation by Reference below. Our corporate name will change to Walmart Inc. on February 1, On and after that date, the references to Wal-Mart Stores, Inc. appearing in the Offer Documents and in any documents incorporated by reference or deemed to be incorporated by reference in this Offer to Purchase will, and should be read to, refer to our company under the name Walmart Inc. 1

16 The Tender Offers The Tender Offers... Securities Subject to the Tender Offers... Maximum Amounts... Walmart is offering to purchase your Securities upon the terms and subject to the conditions set forth in the Offer Documents. We are making a tender offer for the Dollar Securities set forth in Table I above (the Dollar Tender Offer ) and a tender offer for the Sterling Securities set forth in Table II above (the Sterling Tender Offer ). The aggregate purchase price we will pay to purchase Dollar Securities in the Dollar Tender Offer is limited to $4,000,000,000, including principal, premium and the Early Participation Amount (the Maximum Dollar Amount ). The aggregate purchase price we will pay to purchase Sterling Securities in the Sterling Tender Offer is limited to 650,000,000, including principal, premium and the Early Participation Amount (the Maximum Sterling Amount and together with the Maximum Dollar Amount, the Maximum Amounts ). The Maximum Amount for each Tender Offer excludes Accrued Interest, which will be paid separately on the Early Payment Date and the Final Payment Date, if any, for each Tender Offer. The Maximum Amounts will not be subject to amendment by Walmart. Each Tender Offer is subject to certain conditions (as described below under The Tender Offers Conditions to the Tender Offers ). We expressly reserve our right, in our sole and absolute discretion, subject to applicable law, to terminate either or both of the Tender Offers at any time prior to the applicable Expiration Date. Neither Tender Offer is conditioned on any minimum amount of Securities being tendered under the Tender Offer or upon the successful consummation of the other Tender Offer. If we extend any such date for a Tender Offer, we will not be required to extend that date for the other Tender Offer. If we terminate a Tender Offer prior to its Expiration Date, we will not be required to terminate the other Tender Offer prior to its Expiration Date. Securities validly tendered pursuant to a Tender Offer and accepted for purchase by Walmart will be accepted for purchase subject to the Maximum Amount and based on the Acceptance Priority Levels applicable to such Tender Offer and may be subject to proration, provided that, with respect to each Tender Offer, Securities tendered at or prior to the applicable Early Participation Date will be accepted for purchase in priority to Securities tendered after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, regardless of the priority of the series of such later tendered Securities. See Proration and Acceptance Priority Levels. The aggregate purchase price we will pay to purchase Dollar Securities in the Dollar Tender Offer is limited to $4,000,000,000, including principal, premium and the Early Participation Amount, but excluding Accrued Interest. The aggregate purchase price we will pay to purchase Sterling Securities in the Sterling Tender Offer is limited to 650,000,000, including principal, premium and the Early Participation Amount, but excluding Accrued Interest. The Maximum Amounts will not be subject 2

17 Purpose of the Tender Offers and Source of Funds... to amendment by Walmart. The purpose of the Tender Offers is to purchase certain outstanding debt issued by Walmart to reduce our interest expense. Securities that are accepted in a Tender Offer will be purchased, retired and cancelled by Walmart and will no longer remain outstanding obligations of Walmart. See The Tender Offers Purpose of the Tender Offers; Source of Funds. We intend to use cash on hand and the net proceeds from the sale of commercial paper under our existing commercial paper program to purchase the Securities pursuant to the Tender Offers. See The Tender Offers Purpose of the Tender Offers; Source of Funds. Early Participation Date... The Early Participation Date, by which a holder must have validly tendered (and not subsequently validly withdrawn) such holder s Securities in order to be eligible to receive the applicable Total Consideration, which will include the applicable Early Participation Amount, will be 5:00 p.m., New York City time, on January 23, 2018, unless extended by us in respect of one or both of the Tender Offers in our sole and absolute discretion. Expiration Date... The Expiration Date, when each Tender Offer will expire, will be 11:59 p.m., New York City time, on February 6, 2018, unless, subject to applicable law, extended by us in respect of one or both of the Tender Offers or one or both of the Tender Offers is earlier terminated by us, in each case, in our sole and absolute discretion. We expressly reserve our right, in our sole and absolute discretion, subject to applicable law, to terminate either or both of the Tender Offers at any time prior to its Expiration Date. Total Consideration... Holders of Securities that are validly tendered at or prior to the applicable Early Participation Date (and not subsequently validly withdrawn) and accepted for purchase will receive the applicable Total Consideration, together with accrued and unpaid interest on the applicable series of Securities from, and including, the most recent interest payment date for such series of Securities prior to the applicable Payment Date to, but not including, the applicable Payment Date ( Accrued Interest ). The Total Consideration payable for each series of Securities validly tendered at or prior to the applicable Early Participation Date, and accepted for purchase by us (subject to the applicable Maximum Amount, to the Acceptance Priority Levels and to proration, if any) will be a price per $1,000 or 1,000 principal amount, as applicable, of such series of Securities equal to an amount, calculated in accordance with Schedule A-1 or A-2, as applicable, of this Offer to Purchase, that would reflect, as of the applicable Early Payment Date, a yield to the applicable maturity date or, if applicable, par call date, of such series of Securities equal to the sum of (i) the Reference Yield of the applicable Reference Security for such series of Securities, determined by the Pricing Joint Lead Dealer- Managers as of the applicable Reference Yield Determination Date, plus (ii) the applicable Fixed Spread for such series of Securities, in each case, 3

18 Tender Offer Consideration... Accrued Interest... Reference Yield... excluding Accrued Interest. Subject to the terms and conditions described in this Offer to Purchase, including the applicable Maximum Amount and Acceptance Priority Levels and the provision that, with respect to each Tender Offer, Securities tendered at or prior to the applicable Early Participation Date will be accepted for purchase in priority to Securities tendered after the applicable Early Participation Date and at or prior to the applicable Expiration Date, and the proration procedures, if you validly tender (and do not subsequently validly withdraw) Securities prior to or at the applicable Early Participation Date and your Securities are accepted for purchase, you will receive the applicable Total Consideration for each $1,000 or 1,000 principal amount, as applicable, of your tendered Securities, plus Accrued Interest. The Total Consideration for the Securities, as calculated using the applicable Fixed Spread, is inclusive of the applicable Early Participation Amount. For reference purposes, a hypothetical calculation of the Total Consideration for each series of Securities is set forth in Schedule B to this Offer to Purchase. Subject to the terms and conditions described in this Offer to Purchase, including the applicable Maximum Amount and the Acceptance Priority Levels and the provision that, with respect to each Tender Offer, Securities tendered at or prior to the applicable Early Participation Date will be accepted for purchase in priority to Securities tendered after the applicable Early Participation Date and at or prior to the applicable Expiration Date, and the proration procedures, if you validly tender Securities after the applicable Early Participation Date, but prior to or at the applicable Expiration Date, and your Securities are accepted for purchase, you will receive only the applicable Tender Offer Consideration, which consists of the applicable Total Consideration minus the applicable Early Participation Amount, for each $1,000 or 1,000 principal amount, as applicable, of your tendered Securities, plus Accrued Interest. If the Maximum Amount of Securities is purchased in a Tender Offer on its Early Payment Date, no additional Securities will be purchased in such Tender Offer, and there will be no Final Payment Date for such Tender Offer. Subject to the terms and conditions set forth in this Offer to Purchase, in addition to the Total Consideration or Tender Offer Consideration, as applicable, payable to holders whose Securities are tendered and accepted for purchase in a Tender Offer, such holders will also be paid in cash the amount of accrued and unpaid interest from, and including, the most recent interest payment date for the relevant series of Securities of which such Securities are a part prior to the applicable Payment Date to, but not including, the applicable Payment Date for such Securities purchased by us in such Tender Offer. The Reference Yield will be calculated in accordance with standard 4