On June 15, 2017, Wal-Mart Stores, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing the commencement of a cash tender offer for outstanding notes of its series of 6.500% notes due 2037, 6.200% notes due 2038, 5.625% notes due 2040 and 5.625% notes due 2041, (collectively, the “Dollar Securities”) and the commencement of a cash tender offer for outstanding notes of its series of 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”). to the tender offer for the Dollar Securities (the “Dollar Securities Tender Offer”), the Company will pay total consideration (excluding accrued interest) of up to $2 billion for the Dollar Securities. to the tender offer for the Sterling Securities (together with the Dollar Securities Tender Offer, the “Tender Offers”), the Company will pay total consideration (excluding accrued interest) of up to £500 million for the Sterling Securities. Each of the Tender Offers will expire at 11:59 p.m., New York City time, on July 13, 2017, unless that Tender Offer is extended or earlier terminated.

A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K, including Exhibit 99.1 hereto, does not constitute an offer to sell or an offer to purchase any of the Securities or any other securities of the Company. The Tender Offers are being made only to an Offer to Purchase dated June 15, 2017 and a related Letter of Transmittal, which set forth the terms and conditions of each of the Tender Offers. The Company is making each Tender Offer only in those jurisdictions in which the Company is permitted to make that Tender Offer under applicable law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1-A copy of the Press Release is included herewith as Exhibit 99.1.

About Wal-Mart Stores, Inc. (NYSE:WMT)

Wal-Mart Stores, Inc. is engaged in the operation of retail, wholesale and other units in various formats around the world. The Company offers an assortment of merchandise and services at everyday low prices (EDLP). The Company operates through three segments: Walmart U.S., Walmart International and Sam’s Club. The Walmart U.S. segment operates retail stores in approximately 50 states in the United States, Washington D.C. and Puerto Rico, with three primary store formats, as well as digital retail. The Walmart U.S. segment is a mass merchandiser of consumer products, operating under the Walmart or Wal-Mart brands, as well as walmart.com. The Walmart International segment consists of operations in over 27 countries outside of the United States. The Sam’s Club consists of membership-only warehouse clubs and operates in approximately 48 states in the United States and in Puerto Rico, as well as digital retail.