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Wal-Mart Stores, Inc. Announces Early Participation Results for its Cash Tender Offers

Jan. 23, 2018

3 Min. Read

BENTONVILLE, Ark., January 23, 2018 — Wal-Mart Stores, Inc. (NYSE: WMT) (“Walmart” or the “Company”) announced today results as of the Early Participation Date (as defined below) for its previously announced offer to purchase the Company’s 7.55% Notes due 2030, 6.750% Debentures due 2023, 4.250% Notes due 2021, 3.250% Notes due 2020, 1.950% Notes due 2018, 6.500% Notes due 2037, 6.200% Notes due 2038, 5.625% Notes due 2041, 5.625% Notes due 2040, 5.25% Notes due 2035, 5.000% Notes due 2040, 4.875% Notes due 2040, 4.750% Notes due 2043, 5.875% Notes due 2027, 4.300% Notes due 2044, 4.000% Notes due 2043, 4.125% Notes due 2019 and 3.625% Notes due 2020 (collectively, the “Dollar Securities”) (such offer to purchase, the “Dollar Tender Offer”) and its previously announced offer to purchase the Company’s 4.875% Notes due 2039, 5.250% Notes due 2035 and 5.750% Notes due 2030 (collectively, the “Sterling Securities” and together with the Dollar Securities, the “Securities”) (such offer to purchase, the “Sterling Tender Offer” and together with the Dollar Tender Offer, the “Tender Offers”). Each Tender Offer will expire at 11:59 p.m., New York City time, on February 6, 2018, unless, subject to applicable law, such deadline is extended by the Company in respect of one or both of the Tender Offers or one or both of the Tender Offers is earlier terminated by the Company, in each case, in the Company’s sole and absolute discretion (such date and time, as the same may be extended or earlier terminated in respect of one or both Tender Offers, the “Expiration Date”).

As previously announced, the Early Participation Date for the Tender Offers was 5:00 p.m., New York City time, on January 23, 2018, unless extended (the “Early Participation Date”). The Early Participation Date was not extended, and the withdrawal rights for each Tender Offer expired at 5:00 p.m., New York City time, on January 23, 2018. Subject to the satisfaction or waiver of the conditions to the Tender Offers, the Early Payment Date for each Tender Offer will be promptly following the Early Participation Date and is expected to be on or about January 25, 2018.

Each of the Tender Offers is made upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 9, 2018 (as it may be amended or supplemented from time to time, the “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 the Offer to Purchase, the “Offer Documents”). Consummation of each Tender Offer is subject to certain conditions as described in the Offer to Purchase. Copies of the Offer Documents are available from the Information Agent as set forth below. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.

Subject to the satisfaction or waiver of the conditions to the Dollar Tender Offer, the Company intends to accept for purchase Dollar Securities validly tendered in the Dollar Tender Offer and not validly withdrawn at or prior to the Early Participation Date for an aggregate Total Consideration equal to the Maximum Dollar Amount of $4,000,000,000.

Subject to the satisfaction or waiver of the conditions to the Sterling Tender Offer, the Company intends to accept for purchase Sterling Securities validly tendered in the Sterling Tender Offer and not validly withdrawn at or prior to the Early Participation Date for an aggregate Total Consideration equal to the Maximum Sterling Amount of £650,000,000.

The applicable “Reference Yield” and resulting “Total Consideration” payable per $1,000 principal amount for each series of Dollar Securities expected to be purchased in the Dollar Tender Offer will be determined with respect to such series of Dollar Securities, and the applicable “Reference Yield” and resulting “Total Consideration” payable per £1,000 principal amount for the series of Sterling Securities expected to be purchased in the Sterling Tender Offer will be determined with respect to such series of Sterling Securities, at 10:00 a.m., New York City time, on January 24, 2018. See the Offer to Purchase for additional information.

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