Walmart Inc., a Delaware corporation (the “Company”), and Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, acting for themselves and as representatives of the other several underwriters named in Schedule I to the Pricing Agreement (as defined below) (collectively, the “Underwriters”), have entered into a Pricing Agreement, dated September 6, 2022 (the “Pricing Agreement”), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, $1,750,000,000 aggregate principal amount of the Company’s 3.900% Notes Due 2025 (the “2025 Notes”), $1,000,000,000 aggregate principal amount of the Company’s 3.950% Notes Due 2027 (the “2027 Notes”), $1,250,000,000 aggregate principal amount of the Company’s 4.150% Notes Due 2032 (the “2032 Notes”) and $1,000,000,000 aggregate principal amount of the Company’s 4.500% Notes Due 2052 (the “2052 Notes” and, together with the 2025 Notes, the 2027 Notes and the 2032 Notes, the “Notes”). The Pricing Agreement incorporates by reference the terms and conditions of an Underwriting Agreement, dated September 6, 2022, between the Company and the Underwriters (the “Underwriting Agreement” and, together with the Pricing Agreement, the “Agreement”). The Company and the Underwriters consummated the sale and purchase of the Notes pursuant to the Agreement on September 9, 2022.
The 2025 Notes will be sold to the public at a price equal to 99.930% of the aggregate principal amount of the 2025 Notes. The net proceeds to the Company from the sale of the 2025 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2025 Notes, will be $1,744,400,000.
The 2027 Notes will be sold to the public at a price equal to 99.784% of the aggregate principal amount of the 2027 Notes. The net proceeds to the Company from the sale of the 2027 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2027 Notes, will be $994,340,000.
The 2032 Notes will be sold to the public at a price equal to 99.692% of the aggregate principal amount of the 2032 Notes. The net proceeds to the Company from the sale of the 2032 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2032 Notes, will be $1,240,525,000.
The 2052 Notes will be sold to the public at a price equal to 99.951% of the aggregate principal amount of the 2052 Notes. The net proceeds to the Company from the sale of the 2052 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2052 Notes, will be $992,010,000.
The Notes will be sold to the public at an aggregate price of $4,992,275,000 before underwriting discounts and transaction expenses allocable to the sale of the Notes. The aggregate net proceeds to the Company from the sale of the Notes, after underwriting discounts, but before transaction expenses allocable to the sale of the Notes, will be $4,971,275,000.
The 2025 Notes will constitute part of the Company’s newly created series of 3.900% Notes Due 2025 (the “2025 Series”), the 2027 Notes will constitute part of the Company’s newly created series of 3.950% Notes Due 2027 (the “2027 Series”), the 2032 Notes will constitute part of the Company’s newly created series of 4.150% Notes Due 2032 (the “2032 Series”) and the 2052 Notes will constitute part of the Company’s newly created series of 4.500% Notes Due 2052 (the “2052 Series” and, together with the 2025 Series, the 2027 Series and the 2032 Series, the “New Series”). The Notes of each of the New Series will be senior, unsecured debt securities of the Company, and the Notes of each New Series will rank equally with each other and with all of the other senior, unsecured debt obligations of the Company.
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