What is the purpose of this 8-K filing?

This 8-K filing by Walmart Inc. serves to announce a material event: the company has entered into agreements to issue and sell $1 billion of its 3.20% Notes Due 2014 to underwriters.

How much money is Walmart raising from this note issuance, and what are the terms?

Walmart is raising $1 billion in aggregate principal amount. The notes carry a 3.20% interest rate and are due in 2014. The net proceeds to the company, after underwriting discounts but before other transaction expenses, are expected to be approximately $996.4 million. The notes are senior unsecured debt and will be sold at 99.987% of their face value.

How will these notes be structured and governed?

The notes will constitute a new series, 3.20% Notes Due 2014, and will be senior unsecured debt, ranking equally with other similar obligations. Their terms are established under an Indenture dated July 19, 2005, between Walmart and The Bank of New York Mellon Trust Company, N.A., as trustee. The notes will be delivered in book-entry form, represented by Global Notes registered to Cede & Co. as nominee for The Depository Trust Company.

Is this a new registration for Walmart's debt?

No, this issuance is being conducted under Walmart's existing Form S-3 registration statement (File No. 333-156724), which allows for the delayed offering of an indeterminate amount of debt securities from time to time. This 8-K filing includes exhibits necessary for the SEC in connection with this registration statement.

WMT 8-K SEC Disclosure — May 20, 2009

Summary

Walmart Inc. (WMT) filed an 8-K on May 20, 2009, to report the execution of a Pricing Agreement and an Underwriting Agreement for the issuance and sale of $1 billion in aggregate principal amount of 3.20% Notes Due 2014. This offering represents a significant debt financing event for the company, aiming to raise capital through the issuance of senior unsecured debt. The transaction was expected to close on May 21, 2009, with the notes being sold at a price of 99.987% of their principal amount, yielding net proceeds of approximately $996.4 million to Walmart before expenses. These notes will become part of the Company's established 3.20% Notes Due 2014 series and will rank equally with other senior unsecured debt obligations. The issuance is conducted under Walmart's existing Form S-3 registration statement, filed on January 14, 2009. The filing also includes various exhibits related to the agreement, terms, global notes, and legal opinions, providing transparency on the structure and terms of this debt offering.

Key Highlights

1Walmart Inc. is issuing $1 billion in 3.20% Notes Due 2014.
2The notes are senior unsecured debt obligations.
3The offering is expected to generate net proceeds of approximately $996.4 million.
4The sale of the notes is scheduled to occur on May 21, 2009.
5The notes will be sold at 99.987% of their aggregate principal amount.
6This debt issuance is registered under Walmart's Form S-3 registration statement.
7The filing includes key agreements, terms certificates, and legal opinions as exhibits.

Walmart Inc. 8-K Report, Corporate Update (May 20, 2009)

Summary

Key Highlights

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