Form 10-K: 0000104169-18-000028 compared to 0000104169-17-000021

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 10-K
___________________________________________ 
ý
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended January 31, 20172018, or
¨
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number 001-6991.
 ___________________________________________ 
 image0a10a01a02a09.jpgimage0a10a01a02a15.jpg
WAL-MART STORES,WALMART INC.
(Exact name of registrant as specified in its charter)
___________________________________________ 
Delaware
 
71-0415188
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
 Identification No.)
 
 
702 S.W. 8th Street
Bentonville, Arkansas
 
72716
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code: (479) 273-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, par value $0.10 per share
1.900% Notes Due 2022
2.550% Notes Due 2026

 
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
___________________________________________ 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    
Yes  ý    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    
Yes  ¨    No  ý



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.    
Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    
Yes  ý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "smaller reportingemerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
 
ý
  
Accelerated Filer
 
o
Non-Accelerated Filer
 
o
  
Smaller Reporting Company
 
o
 
 
 
 
Emerging Growth Company
 
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
Yes  ¨    No  ý
As of July 31, 2016, the July 31, 2017, the aggregate market value of the voting common stock of the registrant held by non-affiliates of the registrant, based on the closing sale price of those shares on the New York Stock Exchange reported on July 2931, 20162017, was $108114,531770,045199,541895. For the purposes of this disclosure only, the registrant has assumed that its directors, executive officers (as defined in Rule 3b-7 under the Exchange Act) and the beneficial owners of 5% or more of the registrant's outstanding common stock are the affiliates of the registrant.
The registrant had 32,033950,009696,079818 shares of common stock outstanding as of March 2928, 20172018.
DOCUMENTS INCORPORATED BY REFERENCE

2


Document
  
Parts Into Which Incorporated
Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held May 30, 2018 (the "Proxy Statement")
  
Part III




Walmart Inc.
Form 10-K
For the Fiscal Year Ended January 31, 2018



Table of Contents
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



WALMART INC.
(formerly "WAL-MART STORES, INC.")
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JANUARY 31, 2018
On February 1, 2018, the legal name of our corporation became "Walmart Inc.," changing from "Wal-Mart Stores, Inc." All references in this Annual Report on Form 10-K, the information incorporated into this Annual Report on Form 10-K by reference to information in the Proxy Statement of Walmart Inc. for its Annual Shareholders' Meeting to be held on May 30, 2018 and in the exhibits to this Annual Report on Form 10-K to "Walmart Inc.," "Wal-Mart Stores, Inc.," "Walmart," "the Company," "our Company," "we," "us" and "our" are to the Delaware corporation named "Wal-Mart Stores, Inc." prior to February 1, 2018 and named "Walmart Inc." commencing on February 1, 2018 and, except where expressly noted otherwise or the context otherwise requires, that corporation's consolidated subsidiaries.
PART I
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K and other reports, statements, and information that Wal-Mart Stores,Walmart Inc. (which individually or together with its subsidiaries, as the context otherwise requires, is referred to as "we," "Walmart" or the "Company") has filed with or furnished to the Securities and Exchange Commission ("SEC") or may file with or furnish to the SEC in the future, and prior or future public announcements and presentations that we or our management have made or may make, include or may include, or incorporate or may incorporate by reference, statements that may be deemed to be "forward-looking statements" within the meaning of Section 21E of the Private Securities Litigation ReformExchange Act of 19951934, as amended (the "Act"), that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act.
Nature of Forward-Looking Statements
Such forward-looking statements are not statements of historical facts, but instead express our estimates or expectations for our consolidated, or one of our segment's, economic performance or results for future periods or as of future dates or events or developments that may occur in the future, including, without limitation, of operations for future periods or as of future dates or events or developments that may occur in the future or discuss our plans, objectives or goals. These forward-looking statements relate to:
the growth of our business or change in our competitive position in the future or in or over particular periods;
the amount, number, growth or increase, in or over certain periods, of or in certain financial items or measures or operating measures, including our earnings per share, theincluding as adjusted for certain items, net sales, comparable store and club sales, for one or more of our reportable segments, our effective tax rate,our Walmart U.S. operating segment's eCommerce sales, liabilities, expenses of certain categories, expense leverage, returns, capital and operating investments or expenditures of particular types, new store openings and investments in particular formats;
investments and capital expenditures we will make and how certain of those investments and capital expenditures are expected to be financed;
our plans to increase investments in eCommerce, technology, store remodels and other customer initiatives, such as online grocery locations;
volatility in currency exchange rates and fuel prices affecting our or one of our segments' results of operations;
the Company continuing to provide returns to shareholders through share repurchases and dividends, the use of share repurchase authorization over a certain period or the source of funding of a certain portion of our share repurchases;
our sources of liquidity, including our cash, continuing to be adequate or sufficient to fund and finance our operations, expansion activities, dividends and share repurchases, to meet our cash needs and to fund our domestic operations without repatriating earnings we hold outside of the United States;
our intention to reinvest the earnings we hold outside of the United States in our foreign operations and certain laws, other limitations and potential taxes on anticipated future repatriations of such earnings not materially affecting our liquidity, financial condition or results of operations;
the insignificance of ineffective hedges and reclassification of amounts related to our derivatives;
our effective tax rate the dividends we will pay, our capital structure, the outcome of tax matters, the outcome of, the costs we may incur in connection with, and the liability we may have or not have in, legalfor certain periods and the realization of certain net deferred tax assets and the effects of resolutions of tax-related matters;
the effect of adverse decisions in, or settlement of, litigation or regulatoryother proceedings to which we are subject, and, on a consolidated basis; or
the effect on the Company's results of operations or for one or more of our reportable segments, financial condition of the amount of or period-over-period change in total revenue, net sales, membership income, other income, e-commerce sales, gross merchandise value, inventory levels, performance of certain categories of merchandise, capital expenditures, expense items, store and club openings, the amount and nature of capital and operating expenditures and investments, increases in retail square footage, the consummation of acquisitions or dispositions, and other financial measures or metricsCompany's adoption of certain new, or amendments to existing, accounting standards.
Our forward-looking statements may also include statements of our strategies, plans and objectives for our operations, including areas of future focus in our operations, and the assumptions underlying any of the forward-looking statements we make. The forward-looking statements we make can typically be identified by the use therein of words and phrases such as "aim," "anticipate," "believe," "could be," "could increase," "could occur," "could result," "continue," "estimate," "expansion," "expect," "expectation," "expected to be," "focus," "forecast," "goal," "guidance," "intend," "plan," "priority," "project," "to begrow," "guidance," "intend," "invest," "is expected,"

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"may continue," "may fluctuate," "may grow," "may impact," "may result," "objective," "plan," "priority," "project," "strategy," "to be," "we'll," "we will," "will add," "will allow," "will be," "will benefit," "will change," "will come in at," "will continue," "will decrease," "will grow," "will have," "will impact," "will include," "will increase," "will open," "will remain," "will result," "will stay," "will strengthen," "would be," "would decrease" and "will staywould increase," variations of such words or phrases, other phrases commencing with the word "will" or similar words and phrases denoting anticipated or expected occurrences or results. The forward-looking statements include statements made in Part I, Item 3. Part I, Item 3. "Legal Proceedings" in this Annual Report on Form 10-K as to our belief that the possible loss or range of any possible loss that may be incurred in connection with certain legal proceedings will not be material to our financial condition, results of operations, or liquidity.
Risks Factors and Uncertainties Affecting Our Business
Our business operations are subject to numerous risks, factors and uncertainties, domestically and internationally, outside of our control. One, or a combination, of these risks, factors and uncertainties could materially affect any of those matters as to which we have made forward-looking statements and cause our actual results or an actual event or occurrence to differ materially from those results or an event or occurrence described in a forward-looking statement we have made. These risks, factors and uncertainties, which may be global in their effect or affect only some of the markets in which we operate and which may affect us on a consolidated basis or affect only some of our reportable segments, include, but are not limited to:
Economic Factors
economic, geo-political, capital markets and business conditions, trends and events around the world and in the markets in which Walmart operates;
currency exchange rate fluctuations;
changes in market rates of interest;
changes in market levels of wages;
changes in the size of various markets, including e-commerceeCommerce markets;
unemployment levels;
inflation or deflation, generally and in certain product categories;
transportation, energy and utility costs;
commodity prices, including the prices of oil and natural gas;
consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels, and demand for certain merchandise;
trends in consumer shopping habits around the world and in the markets in which Walmart operates;
new methods for delivery of merchandise purchased to customers:
consumer enrollment in health and drug insurance programs and such programs' reimbursement rates and drug formularies; and
initiatives of competitors, competitors' entry into and expansion in Walmart's markets, and competitive pressures;

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Operating Factors
the amount of Walmart's net sales and operating expenses denominated in U.S. dollar and various foreign currencies;
the financial performance of Walmart and each of its segments, including the amounts of Walmart's cash flow during various periods;
the CompanyWalmart's need to repatriate earnings held outside of the U.S. and changes in U.S. and international tax regulations;
customer traffic and average ticket in Walmart's stores and clubs and on its e-commerce websiteseCommerce platforms;
the mix of merchandise Walmart sells and its customers purchase;
the availability of goods from suppliers and the cost of goods acquired from suppliers;
the effectiveness of the implementation and operation of Walmart's strategies, plans, programs and initiatives;
Walmart's ability to successfully integrate acquired businesses, including Jet.com, Inc. ("jet.com")within the eCommerce space;
the amount of shrinkage Walmart experiences;
consumer acceptance of and response to Walmart's stores and clubs, e-commerce websites, mobile appsdigital platforms, programs and, merchandise offerings, including the Walmart U.S. segment's Grocery Pickup program and delivery methods;
Walmart's gross profit margins, including pharmacy margins and margins of other product categories;
the selling prices of gasoline and diesel fuel;
disruption of seasonal buying patterns in Walmart's markets;
Walmart's expenditures for Foreign Corrupt Practices Act ("FCPA") and other compliance-related matters including the adequacy of our accrual for the FCPA matter;
disruptions in Walmart's supply chain;
cybersecurity events affecting Walmart and related costs and impact of any disruption in business;
Walmart's labor costs, including healthcare and other benefit costs;
Walmart's casualty and accident-related costs and insurance costs;
the size of and turnover in Walmart's workforce and the number of associates at various pay levels within that workforce;
unexpected changes in Walmart's objectives and plans;
the availability of necessary personnel to staff Walmart's stores, clubs and other facilities;

5



the availability of skilled laborunexpected changes in areas in which new units are to be constructed or existing units are to be relocated, expanded or remodeled;
delays in the opening of new, expanded or relocated unitsWalmart's objectives and plans;
developments in, and the outcome of, legal and regulatory proceedings and investigations to which Walmart is a party or is subject, and the liabilities, obligations and expenses, if any, that Walmart may incur in connection therewith;
changes in the credit ratings assigned to the Company's commercial paper and debt securities by credit rating agencies;
Walmart's effective tax rate; and
unanticipated changes in accounting judgments and estimates;
Regulatory and Other Factors
changes in existing tax, labor and other laws and changes in tax rates, including the enactment of laws and the adoption and interpretation of administrative rules and regulations;
adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and actionsinitiatives in the markets in which Walmart operates and elsewhere and actions with respect to such policies, programs and initiatives;
the possibility of the imposition of new taxes on imports and new tariffs and trade restrictions and changes in tariff rates and trade restrictions;
changes in currency control laws;
changes in the level of public assistance payments;
the timing of federal income tax refunds;
natural disasters, public health emergencies, civil disturbances, and terrorist attacks; and
changes in generally accepted accounting principles in the United States.
We typically earn a disproportionate part of our annual operating income in the fourth quarter as a result of seasonal buying patterns, which patterns are difficult to forecast with certainty and can be affected by many factors.

4


Other Risk Factors; No Duty to Update
The above list of factors that may affect the estimates and expectations discussed in or implied or contemplated by forward-looking statements we make or made on our behalf is not exclusive. We are subject to other risks and uncertainties discussed below under the caption "Item 1A. Risk Factors," and that we may discuss in Management's Discussions and AnalysesAnalysis of Financial Condition and Results of Operations incorporated by referenceand in our Annual Reports on Form 10-K andrisks that may be discussed under "Part II, Item 1A. Risk Factors" and "Part I, Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations" appearing in our Quarterly Reports on Form 10-Q or may otherwise disclosebe disclosed in our Quarterly Reports on Form 10-Q and other reports filed with the SEC. Investors and other readers are urged to consider all of these risks, uncertainties and other factors carefully in evaluating our forward-looking statements.
The forward-looking statements that we make or are made by others on our behalf are based on our knowledge of our business and our operating environment and assumptions that we believe to be or will believe to be reasonable when such forward-looking statements were or are made. As a consequence of the factors described above, the other risks, uncertainties and factors we disclose below and in the other reports as mentioned above, other risks not known to us at this time, changes in facts, assumptions not being realized or other circumstances, our actual results may differ materially from those discussed in or implied or contemplated by our forward-looking statements. Consequently, this cautionary statement qualifies all forward-looking statements we make or that are made on our behalf, including those made herein and incorporated by reference herein. We cannot assure you that the results or developments expected or anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business, our operations or our operating results in the manner or to the extent we expect. We caution readers not to place undue reliance on such forward-looking statements, which speak only as of their dates. We undertake no obligation to revise or update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.

56



WAL-MART STORES, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JANUARY 31, 2017
PART I

ITEM 1.
BUSINESS
General
Wal-Mart Stores,Walmart Inc. ("Walmart," the "Company" or "we") helps people around the world save money and live better – anytime and anywhere – in retail stores orand through our e-commerce and mobile capabilitieseCommerce. Through innovation, we are striving to create a customer-centric experience that seamlessly integrates digitalour eCommerce and physical shopping andretail stores in an omni-channel offering that saves time for our customers. Physical retail encompasses our brick and mortar presence in each market where we operate. Digital retail is comprised of our e-commerce websites and mobile commerce applications. Each week, we serve overEach week, we serve nearly 260270 million customers who visit our more than 11,695700 stores and numerous eCommerce websites under 5965 banners in 28 countries and e-commerce websites in 11 countries.
Our strategy is to lead on price, invest to differentiate on access, be competitive on assortment and deliver a great experience. Leading on price is designed to earn the trust of our customers every day by providing a broad assortment of quality merchandise and services at everyday low prices ("EDLP"). EDLP is our pricing philosophy under which we price items at a low price every day so our customers trust that our prices will not change under frequent promotional activity. Price leadership is core to who we are. Everyday low cost ("EDLC") is our commitment to control expenses so those cost savings can be passed along to our customers. Our digital and physicalomni-channel presence provides customers access to our broad assortment anytime and anywhere. We strive to give our customers and members a great digital and physical shopping experience.
Our operations comprise three reportable segments: Walmart U.S., Walmart International and Sam's Club. Our fiscal year ends on January 31 for our United States ("U.S.") and Canadian operations. We consolidate all other operations generally using a one-month lag and on a calendar year basis. Our discussion is as of and for the fiscal years ended January 31, 2018 ("fiscal 2018"), January 31, 2017 ("fiscal 2017"), and January 31, 2016 ("fiscal 2016") and January 31, 2015 ("fiscal 2015"). During fiscal 20172018, we generated total revenues of $485500.93 billion, which was primarily comprised of net sales of $481495.38 billion.
We maintain our principal offices at 702 S.W. 8th Street, Bentonville, Arkansas 72716, USA. Our common stock trades on the New York Stock Exchange under the symbol "WMT."
The Development of Our Company
Although Walmart was incorporated in Delaware in October 1969, the businesses conducted by our founders began in 1945 when Sam M. Walton opened a franchise Ben Franklin variety store in Newport, Arkansas. In 1946, his brother, James L. Walton, opened a similar store in Versailles, Missouri. Until 1962, our founders' business was devoted entirely to the operation of variety stores. In that year, the first Wal-Mart Discount City, which was a discount store, opened in Rogers, Arkansas. In 1983, we opened our first Sam's Club, and in 1988, we opened our first supercenter. In 1998, we opened our first Neighborhood Market.
In 1991, we began our first international initiative when we entered into a joint venture in Mexico. Since then, our international presence has expanded and, as of January 31, 20172018, our Walmart International segment conducted business in 27 countries.
In 2000, we began our first digitaleCommerce initiative by creating the walmart.com. retail websiteThat same year, we also created samsclub.com. Since then, our digital presence has continued to grow. As of January 31, 2017, we operated e-commerce websites in 11 countries, providing access to Walmart and our various brands around the world.

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In 2007, walmart.com launched its Site to Store service, enabling customers to make a purchase online and pick up merchandise in stores. In 2016, we acquired jet.com in the U.S. and formed a strategic alliance with JD.com in China. Subsequent to the jet.com purchase, we have acquired several other U.S. eCommerce entities. In 2017, walmart.com launched free two-day shipping on more than 2 million items and we created Store No 8, a tech incubator with a focus to drive commerce forward. These eCommerce efforts have led to omni-channel offerings in many markets, including over 1,100 "Online Grocery" pickup locations in the U.S.
Information About Our Segments
The Company is engaged in the operation of retail, wholesale and other units, as well as eCommerce websites, located throughout the U.S., Africa, Argentina, Brazil, Canada, Central America, Chile, China, India, Japan, Mexico and the United Kingdom and retail websites in the U.S. and 10 other countries. The Company's operations are conducted in three reportable segments: Walmart U.S., Walmart International and Sam's Club. The Company defines its segments as those operations whose results the chief operating decision maker ("CODM") regularly reviews to analyze performance and allocate resources. The Company sells similar individual products and services in each of its segments. It is impractical to segregate and identify revenues for each of these individual products and services.
Walmart U.S. is our largest segment and operates retail stores in all 50 states in the U.S., Washington D.C. and Puerto Rico, with three primary store formats, as well as digital retaileCommerce. Walmart U.S. generated approximately 64% of our net sales in fiscal 20172018, and of our three segments, Walmart U.S. is the largest and has historically had the highest gross profit as a percentage of net sales ("gross profit rate"). In addition, Walmart U.S. has historically contributed the greatest amount to the Company's net sales and operating income.
Walmart International consists of operations in 27 countries outside of the U.S. and includes numerous formatsis divided into three major categories: retail, wholesale and other. These categories consist of numerousmany formats, including: supercenters, supermarkets, hypermarkets, warehouse clubs (including Sam's Clubs), and cash & carry, home improvement, specialty electronics, apparel stores, drug stores and convenience stores, as well as digital retail. Walmart International generated as well as eCommerce. Walmart International generated

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approximately 24% of our fiscal 20172018 net sales. The overall gross profit rate for Walmart International is lower than that of Walmart U.S. primarily because of its merchandise mix. Walmart International is our second largest segment and has grown through acquisitions, as well as by adding retail, wholesale and other units.
Sam's Club consists of membership-only warehouse clubs and operates in 4744 states in the U.S. and in Puerto Rico, as well as digital retaileCommerce. Sam's Club accounted for approximately 12% of our fiscal 20172018 net sales. As a membership-only warehouse club, membership income is a significant component of the segment's operating income. Sam's Club operates with a lower gross profit rate and lower operating expenses as a percentage of net sales than our other segments.
The Company measures the results of its segments using, among other measures, each segment's net sales and operating income, which includes certain corporate overhead allocations. From time to time, we revise the measurement of each segment's operating income, including any corporate overhead allocations, as determined by the information regularly reviewed by our CODM. When the measurement of a segment changes, previous period amounts and balances are reclassified to be comparable to the current period's presentation.
Walmart U.S. Segment
The Walmart U.S. segment is a mass merchandiser of consumer products, operating under the "Walmart," "Wal-Mart" and "Walmart Neighborhood Market" brands, as well as walmart.com and other digital retaileCommerce brands. The Walmart U.S. segment had net sales of $318.5 billion, $307.8 billion, and $298.4 billion and $288.0 billion for fiscal 20172018, 20162017 and 20152016, respectively. During the most recent fiscal year, no single unit accounted for as much as 1% of total Company consolidated net sales.
Physical. The Walmart U.S. segment operates retail stores in the U.S., including in all 50 states, Washington D.C. and Puerto Rico, with supercenters in 49 states, Washington D.C. and Puerto Rico, discount stores in 41 states and Puerto Rico and Neighborhood Markets and other small store formats in 3136 states, Washington D.C. and Puerto Rico. The following table provides square footage details on each of our formats as of January 31, 20172018:
 
 
Minimum Square Feet
 
Maximum Square Feet
 
Average Square Feet
Supercenters (general merchandise and grocery)
 
69,000

 
260,000

 
178,000

Discount stores (general merchandise and limited grocery)
 
30,000

 
206,000

 
105,000

Neighborhood Markets(1) (grocery)
 
28,000

 
65,000

 
42,000

(1)
Excludes other small formats which include various test formats used to understand market demands and needs.

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WALMART U.S. SEGMENT
RETAIL UNIT COUNT AND RETAIL SQUARE FEET(1) The following table provides the retail unit count and retail square feet by format for the fiscal years shown:
 
 
Supercenters
 
Discount Stores
Fiscal Year
 
Opened
 
Closed
 
Conversions(1)
 
Total(2)
 
Square
Feet(2)
 
Opened
 
Closed
 
Conversions(1)
 
Total(2)
 
Square
Feet(2)

Balance forward
 
 
 
 
 
 
 
3,158

 
570,409

 
 
 
 
 
 
 
561

 
59,098

2014
 
72

 

 
58

 
3,288

 
589,858

 
4

 

 
(57
)
 
508

 
53,496

2015
 
79

 

 
40

 
3,407

 
607,415

 
2

 

 
(40
)
 
470

 
49,327

2016
 
55

 
(16
)
 
19

 
3,465

 
616,428

 

 
(9
)
 
(19
)
 
442

 
45,991

2017
 
38

 
(2
)
 
21

 
3,522

 
625,930

 

 
(6
)
 
(21
)
 
415

 
43,347

2018
 
30

 

 
9

 
3,561

 
632,479

 

 
(6
)
 
(9
)
 
400

 
41,926

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Neighborhood Markets and Other Small Formats
 
 
 
Total Segment
Fiscal Year
 
Opened
 
Closed
 
Conversions(1)
 
Total(2)
 
Square
Feet(2)

 
 
 
Opened(3)
 
Closed
 
Total(2)
 
Square
Feet(2)


Balance forward
 
 
 
 
 
 
 
286

 
11,226

 
 
 
 
 
 
 
4,005

 
640,733

2014
 
122

 

 
(1
)
 
407

 
15,778

 
 
 
198

 

 
4,203

 
659,132

2015
 
235

 
(3
)
 

 
639

 
23,370

 
 
 
316

 
(3
)
 
4,516

 
680,112

2016
 
161

 
(133
)
 

 
667

 
27,228

 
 
 
216

 
(158
)
 
4,574

 
689,647

2017
 
73

 
(5
)
 

 
735

 
30,012

 
 
 
111

 
(13
)
 
4,672

 
699,289

2018
 
85

 
(20
)
 

 
800

 
30,111

 
 
 
115

 
(26
)
 
4,761

 
704,516

(1)
Conversions of discount stores or Neighborhood Markets to supercenters.
(2)
"Total" and "Square Feet" columns are as of January 31 for the years shown. Retail square feet are reported in thousands.
(2)
Conversions of discount stores or Neighborhood Markets to supercenters.
(3)
Total opened, net of conversions of discount stores or Neighborhood Markets to supercenters.

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Digital. Walmart U.S. provides its customers access to a broad assortment of merchandise, including products not found in our physical stores, and services online through our e-commerce websites, includingeCommerce family of brands' websites and third party retail partnership channels, as well as through related mobile commerce and voice-activated commerce applications. Our eCommerce family of brands includes walmart.com, jet.com, hayneedle.com and shoebuy, shoes.com, as well as mobile commerce applicationsmoosejaw.com, modcloth.com and bonobos.com. Walmart.com experiences on average 92 million unique visitors a month and offers access to overnearly 3875 million SKUs, including those carried on Marketplace, a feature of the website that permits third parties to sell merchandise on walmart.com. Walmart.com is also integrated with our physical stores through services like "Walmart Pickup," "Pickup Today" and

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services like "Walmart Pickup," "Pickup Today" and in over 1,100 "Online Grocery." The" pickup locations to provide an omni-channel offering to our customers. Walmart U.S. segment also offers access to digital content and services including Vudu and InstaWatch.
Merchandise. Walmart U.S. does business in three strategic merchandise units, listed below, across several store formats including supercenters, discount stores, Neighborhood Markets and other small store formats, as well as on our e-commerceeCommerce websites.
Grocery consists of a full line of grocery items, including meat, produce, natural & organics, deli & bakery, dairy, frozen foods, alcoholic and nonalcoholic beverages, floral and dry grocery, as well as consumables such as health and beauty aids, baby products, household chemicals, paper goods and pet supplies;
Health and wellness includes pharmacy, optical services, clinical services, and over-the-counter drugs and other medical products;
General merchandise includes:
Entertainment (e.g., electronics, cameras and supplies, photo processing services, cellular phones, cellular service plan contracts and prepaid servicewireless, movies, music, video games and books);
Hardlines (e.g., stationery, automotive, hardware and paint, sporting goods, outdoor living and horticulture);
Apparel (e.g., apparel for women, girls, men, boys and infants, as well as shoes, jewelry and accessories); and
Home/Seasonal (e.g., home furnishings, housewares and small appliances, bedding, home decor, toys, fabrics and crafts and seasonal merchandise).
The Walmart U.S. segment also offers fuel and financial services and related products, including money orders, prepaid cards, wire transfers, money transfers, check cashing and bill payment. These services total less than 1% of annual net sales.
National brandBrand name merchandise represents a significant portion of the merchandise sold in the Walmart U.S. segment. We also market lines of merchandise under our private-label store brands, including: "Adventure Force," "AutoDrive," "BlackWeb," "Equate," "Everstart," "Faded Glory," "George," "Great Value," "Holiday Time," "Hyper Tough," "Kid Connection," "Mainstays," "Marketside," "My Life As," "No Boundaries," "Ol' Roy," "Onn," "Ozark Trail," "Parent's Choice," "Prima Della," "Pure Balance," "Sam's Choice," "Special Kitty," "Spring Valley," "Terra & Sky," "Time and Tru," "Way to Celebrate," and "White StagWonder Nation." The Company also markets lines of merchandise under licensed brands, some of which include: "Better Homes & Gardens," "Danskin Now," "Farberware," "OP," "Russell," "Starter" and "SwissTech."
The percentage of strategic merchandise unit net sales for the Walmart U.S. segment, including online sales, represented by each strategic merchandise unit was as follows for fiscal 20172018, 20162017 and 20152016:
 
 
Fiscal Years Ended January 31,
STRATEGIC MERCHANDISE UNITS
 
2018
 
2017
 
2016
Grocery
 
56%
 
56%
 
56%
Health and wellness
 
11%
 
11%
 
11%
General merchandise
 
33%
 
33%
 
33%
Total
 
100%
 
100%
 
100%
Periodically, revisions are made to the categorization of the components comprising our strategic merchandise units. When revisions are made, the previous periods' presentation is adjusted to maintain comparability.
Operations. Many supercenters, discount stores and Neighborhood Markets are open 24 hours each day. A variety of payment methods are accepted at our stores and through our e-commerceeCommerce websites and mobile commerce applications.
Seasonal Aspects of Operations. The Walmart U.S. segment's business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as different weather patterns. Historically, its highest sales volume and segment operating income have occurred in the fiscal quarter ending January 31.

9


Competition. The Walmart U.S. segment competes with a variety of local, national and global chains in the supermarket,both physical retailers operating discount, grocery, department, dollarretail and wholesale grocers, drug, dollar, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, hypermarkets, e-commerce andand digital retailers, as well as catalog businesses. We also compete with others for desirable sites for new or relocated retail units. 
Our ability to develop, open and operate units at the right locations and to deliver a customer-centric omni-channel experience that seamlessly integrates digital and physical shopping largely determines our competitive position within the retail industry. We employ many programs designed to meet competitive pressures within our industry. These programs include the following:
EDLP: our pricing philosophy under which we price items at a low price every day so our customers trust that our prices will not change under frequent promotional activity;
EDLC: everyday low cost is our commitment to control expenses so our cost savings can be passed along to our customers;

9



Rollbacks: our commitment to continually pass cost savings on to the customer by lowering prices on selected goods;
Savings Catcher, Save Even More and Ad Match: strategies to meet or be below a competitor's advertised price;
Walmart Pickup: customer places order online and picks it up for free from a store. The merchandise is fulfilled through our distribution facilities;
Pickup Today: customer places order online and picks it up at a store within four hours for free. The order is fulfilled through existing store inventory;
Online Grocery: customer places grocery order online and has it delivered to home or picks it up at one of our participating stores or remote locations; and
Money Back Guarantee: our commitment to ensure the quality and freshness of the fruits and vegetables in our stores by offering our customers a 100 percent money-back guarantee if they are not satisfied.
We offer a broad assortment of merchandise that provides one-stop shopping, in-stock levels that give our customers confidence that we will have the products they need and operating hours that allow customers to shop at their convenience. In addition, our retail website and mobile commerce applicationseCommerce capabilities, including omni-channel transactions that involve both an eCommerce platform and a physical format, are important factors in our competition with other retailers, particularly e-commerce retailers.
Distribution. For fiscal 20172018, approximately 78% of the Walmart U.S. segment's purchases of store merchandise were shipped through our 147157 distribution facilities, which are located strategically throughout the U.S. The remaining merchandise we purchased was shipped directly from suppliers. General merchandise and dry grocery merchandise is transported primarily through the segment's private truck fleet. However; however, we contract with common carriers to transport the majority of our perishable grocery merchandise.
We ship merchandise purchased by customers on our retail websites and through our mobile commerce applicationseCommerce platforms by a number of methods from multiple locations including from our 30 dedicated e-commerceeCommerce fulfillment centers.
The following table provides further details of our distribution facilities, including return facilities and 22 e-commerce dedicateddedicated eCommerce fulfillment centers, as of January 31, 20172018: 

10

 
 
Owned and Operated
 
Owned and Third Party Operated
 
Leased and Operated
 
Third Party Owned and Operated
 
Total
Walmart U.S. distribution facilities
 
103
 
2
 
23
 
29
 
157

Walmart International Segment
The Walmart International segment consists of operations in 27 countries outside of the U.S. and includes numerous formats divided into three major categories: retail, wholesale and other. These categories, including eCommerce, consist of numerousmany formats, including: supercenters, supermarkets, hypermarkets, warehouse clubs, (including Sam's Clubs,) and cash & carry, home improvement, specialty electronics, apparel stores, drug stores and convenience stores, as well as digital retail. The segment's net sales for fiscal 20172018, 20162017 and 20152016, were $118.1 billion, $116.1 billion, and $123.4 billion and $136.2 billion, respectively, which have been impacted by unfavorable currency exchange rate fluctuations. During the most recent fiscal year, no single unit accounted for as much as 1% of total Company net sales.
Physical. Our Walmart International segment is comprised ofincludes physical stores operated by: our wholly-owned subsidiaries operating in Argentina, Brazil, Canada, Chile, China, India, Japan and the United Kingdom; and our majority-owned subsidiaries operating in Africa (which includes Botswana, Ghana, Kenya, Lesotho, Malawi, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Tanzania, Uganda and Zambia), Central America (which includes Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua) and Mexico.
Generally, retail units range in size from 8,900 square feet to 185186,000 square feet. Our wholesale stores generally range in size from 35,000 square feet to 70185,000 square feet. Other, which includes drugstores and convenience stores operating under various banners in Brazil, Mexico and the United Kingdom, range in size up to 2,400 square feet. Also, on a limited basis, our Walmart International segment operates financial institutions that provide consumer credit.

WALMART INTERNATIONAL SEGMENT10
UNIT COUNT


The following table provides the retail unit count(1) AND RETAIL SQUARE FEETand retail square feet(2) 
for the fiscal years shown:
 
 
Africa
 
Argentina
 
Brazil
 
Canada
 
Central
America
 
Chile
Fiscal Year
 
Unit Count
 
Square Feet
 
Unit
Count
 
Square
Feet
 
Unit
Count
 
Square
Feet
 
Unit
Count
 
Square
Feet
 
Unit
Count
 
Square
Feet
 
Unit
Count
 
Square
Feet
Balance forward
 
377

 
19,775

 
94

 
7,531

 
558

 
32,494

 
379

 
48,354

 
642

 
9,873

 
329

 
12,671

2014
 
379

 
20,513

 
104

 
8,062

 
556

 
32,501

 
389

 
49,914

 
661

 
10,427

 
380

 
13,697

2015
 
396

 
21,223

 
105

 
8,119

 
557

 
33,028

 
394

 
50,927

 
690

 
11,094

 
404

 
14,762

2016
 
408

 
21,869

 
108

 
8,280

 
499

 
30,675

 
400

 
51,784

 
709

 
11,410

 
395

 
15,407

2017
 
412

 
22,542

 
107

 
8,264

 
498

 
30,642

 
410

 
53,088

 
731

 
11,770

 
363

 
15,260

2018
 
424

 
23,134

 
106

 
8,305

 
465

 
29,824

 
410

 
53,082

 
778

 
12,448

 
378

 
15,990

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
China
 
India
 
Japan
 
Mexico(3)
 
United
Kingdom
 
Total Segment
Fiscal Year
 
Unit
Count
 
Square
Feet
 
Unit
Count
 
Square
Feet
 
Unit
Count
 
Square
Feet
 
Unit
Count
 
Square
Feet
 
Unit
Count
 
Square
Feet
 
Unit
Count
 
Square
Feet
Balance forward
 
393

 
65,801

 
20

 
1,083

 
438

 
24,448

 
1,988

 
88,833

 
565

 
34,810

 
5,783

 
345,673

2014
 
405

 
67,205

 
20

 
1,083

 
438

 
24,489

 
2,199

 
94,900

 
576

 
35,416

 
6,107

 
358,207

2015
 
411

 
68,269

 
20

 
1,083

 
431

 
24,429

 
2,290

 
98,419

 
592

 
36,277

 
6,290

 
367,630

2016
 
432

 
71,724

 
21

 
1,146

 
346

 
22,551

 
2,360

 
100,308

 
621

 
37,044

 
6,299

 
372,198

2017
 
439

 
73,172

 
20

 
1,091

 
341

 
21,921

 
2,411

 
101,681

 
631

 
37,338

 
6,363

 
376,769

2018
 
443

 
73,615

 
20

 
1,091

 
336

 
21,181

 
2,358

 
97,024

 
642

 
37,587

 
6,360

 
373,281

(1)
"Unit Count" includes retail stores, wholesale clubs and other, which includes drugstores and convenience stores. Walmart International unit counts, with the exception of Canada, are stated as of December 31, to correspond with the fiscal year end of the related geographic market. Canada unit counts and square footage are stated as of January 31. For the balance forward, all country balances are stated as of the end of fiscal year 20122013. 
(2)
"Square Feet" columns are reported in thousands.
(3)
All periods presented exclude units and square feet for the Vips restaurant business. The Company completed the sale of the Vips restaurant business in fiscal 2015.

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Unit counts(1) as of January 31, 20172018 for Walmart International are summarized by major category for each geographic market as follows:
Geographic Market
 
Retail
 
Wholesale
 
Other(2)
 
Total
Africa(3)
 
335

 
89

 

 
424

Argentina
 
106

 

 

 
106

Brazil
 
380

 
70

 
15

 
465

Canada
 
410

 

 

 
410

Central America(4)
 
778

 

 

 
778

Chile
 
373

 
5

 

 
378

China
 
424

 
19

 

 
443

India
 

 
20

 

 
20

Japan
 
336

 

 

 
336

Mexico
 
2,186

 
162

 
10

 
2,358

United Kingdom
 
617

 

 
25

 
642

Total
 
5,945

 
365

 
50

 
6,360

(1)
Walmart International unit counts, with the exception of Canada, are stated as of December 31, 20162017, to correspond with the balance sheet date of the related geographic market. Canada unit counts are stated as of January 31, 20172018.
(2)
Other includes drug stores and convenience stores operating under varying banners. .
(3)
Africa unit counts by country are Botswana (11), Ghana (12), Kenya (1), Lesotho (3), Malawi (2), Mozambique (5), Namibia (4), Nigeria (5), South Africa (373382), Swaziland (1), Tanzania (1), Uganda (1) and Zambia (46). 
(4)
Central America unit counts by country are Costa Rica (234247), El Salvador (9095), Guatemala (220238), Honduras (95103) and Nicaragua (9295).
Digital. The Walmart International segment operates e-commerce websites in 10 countries (Argentina, Brazil, Canada, Chile, China, India, Japan, Mexico, South Africa and the United Kingdom)eCommerce websites in numerous countries. Customers have access through our e-commerceeCommerce websites and, in countries where available, mobile commerce applications to a broad assortment of merchandise and services, both of which vary by country. Digital retail supports our physical stores withOur omni-channel offerings include capabilities like "Click & Collect" in the United Kingdom and our grocery homepick-up and delivery business in Mexicoseveral other markets.
Merchandise. The merchandising strategy for the Walmart International segment is similar to that of our operations in the U.S. in terms of the breadth and scope of merchandise offered for sale. While brand name merchandise accounts for a majority of our sales, we have both leveraged U.S. private brands and developed market specific private brands to serve our customers with high quality, lower priced items. Along with the private brands we market globally, such as "Equate," "George," "Great Value," "Holiday Time," "Mainstays," "Ol' Roy" and "Parent's Choice," our international markets have developed market specific brands including "Aurrera," "Cambridge," "Chosen by You," and "Extra Special." In addition, we have developed relationships with

11



regional and local suppliers in each market to ensure reliable sources of quality merchandise that is equal to national brands at low prices.
Operations. The hours of operation for operating units in the Walmart International segment vary by country and by individual markets within countries, depending upon local and national ordinances governing hours of operation. Operating units in each country accept a variety of payment methods.
Seasonal Aspects of Operations. The Walmart International segment's business is seasonal to a certain extent. Historically, the segment's highest sales volume and operating income have occurred in the fourth quarter of our fiscal year. The seasonality of the business varies by country due to different national and religious holidays, festivals and customs, as well as different weather patterns.
Competition. The Walmart International segment competes with a variety of local, national and global chains in the supermarket, discount, grocery,both physical retailers who operate department, drug, discount, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, wholesale clubs, home improvement-improvement stores, specialty electronic, e-commerce andelectronics stores, cash & carry operations and convenience stores, and digital retailers, as well as catalog businesses in each of the markets in which we operate. . We also operate, on a limited basis, consumer credit operations. We compete with others for desirable sites for new or relocated units. Our ability to develop, open and operate units at the right locations and to deliver a customer-centric experience that seamlessly integrates digital and physical shopping determines, to a large extent, our competitive position in the markets in which Walmart International operates. We believe price leadership is a critical part of our business model and we continue to focus on moving our markets towards an EDLP approach. Additionally, our ability to operate food departments effectively has a significant impact on our competitive position in the markets where we operate. In the markets in which we have retaileCommerce websites or retail websites and mobile commerce applications, those websites and applications help differentiate us from our competitors and help us compete with other retailers for customers and their purchases, both in our digital and physical retail operations.

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Distribution. We utilize a total of 176188 distribution facilities located in Argentina, Brazil, Canada, Central America, Chile, China, Japan, Mexico, South Africa and the United Kingdom. Through these facilities, we process and distribute both imported and domestic products to the operating units of the Walmart International segment. During fiscal 20172018, approximately 8283% of the Walmart International segment's purchases passed through these distribution facilities. Suppliers ship the balance of the Walmart International segment's purchases directly to our stores in the various markets in which we operate. The following table provides further details of our international distribution facilities, including 15 e-commerce17 dedicated eCommerce fulfillment centers, as of December 31, 20162017, with the exception of distribution facilities in Canada, which are stated as of January 31, 20172018:
 
 
Owned and Operated
 
Owned and Third Party Operated
 
Leased and Operated
 
Third Party Owned and Operated
 
Total
International distribution facilities
 
43
 
12
 
87
 
46
 
188
We ship merchandise purchased by customers on our retaileCommerce websites and through our mobile commerce applications by a number of methods from multiple locations including from our dedicated e-commerceeCommerce fulfillment centers.
Sam's Club Segment
The Sam's Club segment operates membership-only warehouse clubs, as well as samsclub.com, in the U.S. and had net sales of $59.2 billion, $57.4 billion, and $56.8 billion and $58.0 billion for fiscal 20172018, 20162017 and 20152016, respectively. During the most recent fiscal year, no single club location accounted for as much as 1% of total Company net sales.
Membership. Beginning in the year ending January 31, 2019 ("fiscal 2019"), Sam's Club simplified the membership program. The following membershiptwo options are available to business owners and individual consumersmembers:
 
Membership Type
 
Plus
 
Club
Annual Membership Fee
$100
 
$45
Number of Add-on Memberships ($40 each)
Up to 16
 
Up to 8
Eligible for Cash Rewards
Yes
 
No
Eligible for Free Shipping
Yes
 
No
All memberships include a spouse/household card at no additional cost. Plus Members are eligible for Cash Rewards, which is a benefit that provides $10 for every $500 in qualifying Sam's Club purchases up to a $500 cash reward annually. The amount earned can be used for purchases, membership fees or redeemed for cash. Plus Members are also eligible for Free Shipping on the vast majority of merchandise available online, with no minimum order size. Free Shipping is yet another example of creating a new Sam's Club for our members.

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Physical. As a membership-only warehouse club, Sam's Club facility sizes generally range between 94,000 and 161168,000 square feet, with an average size of approximately 134,000 square feet.
SAM'S CLUB SEGMENT
CLUB COUNT AND RETAIL SQUARE FEETThe following table provides the retail unit count and retail square feet for the fiscal years shown(1) :
Fiscal Year
 
Opened
 
Closed
 
Total(1)
 
Square
Feet(1)
Balance forward
 
 
 
 
 
620

 
82,653

2014
 
12

 

 
632

 
84,382

2015
 
16

 
(1
)
 
647

 
86,510

2016
 
8

 

 
655

 
87,552

2017
 
9

 
(4
)
 
660

 
88,376

2018
 
4

 
(67
)
 
597

 
80,068

(1)
"Total" and "Square Feet" columns are as of January 31 for the fiscal years shown. Retail square feet are reported in thousands.
Digital. Sam's Club provides its members access to a broad assortment of merchandise, including products not found in our clubs, and services online at samsclub.com and through our mobile commerce applications. Samsclub.com experiences on average 1820.64 million unique visitors a month and offers access to approximately 6159,000 SKUs providing the member the option of delivery direct-to-home or to the club through services such as "Club Pickup." Digital retail supports our physical clubs with capabilities like "Scan and Go," a mobile checkout and payment solution, which allows members to bypass the checkout line.

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Merchandise. Sam's Club offers brand name merchandise, including hardgoods, some softgoods and selected private-label brands such as "Member's Mark" inmerchandise in the following five merchandise categories, listed below.:
Grocery and consumables includes dairy, meat, bakery, deli, produce, dry, chilled or frozen packaged foods, alcoholic and nonalcoholic beverages, floral, snack foods, candy, other grocery items, health and beauty aids, paper goods, laundry and home care, baby care, pet supplies and other consumable items;
Fuel and other categories consists of gasoline stations, tobacco, tools and power equipment, and tire and battery centers;
Home and apparel includes home improvement, outdoor living, grills, gardening, furniture, apparel, jewelry, housewares, toys, seasonal items, mattresses and small appliances;
Technology, office and entertainment includes electronics, wireless, software, video games, movies, books, music, office supplies, office furniture, photo processing and third-party gift cards; and
Health and wellness includes pharmacy, optical and hearing services and over-the-counter drugs.
The percentage of net sales for the Member's Mark brand continues to expand assortment and deliver member value. In fiscal 2018, Member's Mark sales exceeded $10 billion, driven by growth in grocery, seasonal items and apparel. The percentage of net sales for Sam's Club segment, including onlineeCommerce sales, by merchandise category, was as follows for fiscal 20172018, 20162017 and 20152016: 
 
 
Fiscal Years Ended January 31,
MERCHANDISE CATEGORY
 
2018
 
2017
 
2016
Grocery and consumables
 
58%
 
59%
 
59%
Fuel and other categories
 
21%
 
20%
 
20%
Home and apparel
 
9%
 
9%
 
9%
Technology, office and entertainment
 
6%
 
6%
 
7%
Health and wellness
 
6%
 
6%
 
5%
Total
 
100%
 
100%
 
100%
Operations. Operating hours for Sam's Clubs are generally Monday through Friday from 10:00 a.m. to 8:30 p.m., Saturday from 9:00 a.m. to 8:30 p.m. and Sunday from 10:00 a.m. to 6:00 p.m. Additionally, all club locations offer Business Members and Plus Members the ability to shop before the regular operating hours Monday through Saturday, starting at 7:00 a.m. A variety of payment methods are accepted at our clubs and online, including the co-branded Sam's Club "Cash Back" MasterCard.
Seasonal Aspects of Operations. The Sam's Club segment's business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as different weather patterns. Historically, its highest sales volume and segment operating income have occurred in the fiscal quarter ending January 31.
Competition. Sam's Club competes with other membership-only warehouse clubs, the largest of which is Costco Wholesale, as well as with discount retailers, retail and wholesale grocers, general merchandise wholesalers and distributors, gasoline stations, e-commerce as well as digital retailers and catalog businesses. Sam's Club also competes with other retailers and warehouse clubs for desirable new club sites. At Sam's Club, we provide value at members-only prices, a quality merchandise assortment, and bulk sizing to serve both our SavingsPlus and BusinessClub members. Our e-commerce website and mobile commerce eCommerce website and mobile commerce

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applications have increasingly become important factors in our ability to compete with other membership-only warehouse clubs.
Distribution. During fiscal 20172018, approximately 68% of the Sam's Club segment's non-fuel purchases were shipped from the Sam's Club segment's 2522 dedicated distribution facilities located strategically throughout the U.S., or from some of the Walmart U.S. segment's distribution facilities, which service the Sam's Club segment for certain items. Suppliers shipped the balance of the Sam's Club segment's purchases directly to Sam's Club locations. The following table below provides further details of our dedicated distribution facilities, including two e-commerce dedicateddedicated eCommerce fulfillment centers and two dedicated import facilities, as of January 31, 20172018.:
 
 
Owned and Operated
 
Owned and Third Party Operated
 
Leased and Operated
 
Third Party Owned and Operated
 
Total
Sam's Club distribution facilities
 
3
 
3
 
3
 
13
 
22
The principal focus of Sam's Club's distribution operations is on cross-docking merchandise, while stored inventory is minimized. Cross-docking is a distribution process under which shipments are directly transferred from inbound to outbound trailers. Shipments typically spend less than 24 hours in a cross-dock facility, and sometimes less than an hour.
Sam's Club uses a combination of our private truck fleet, as well as common carriers, to transport non-perishable merchandise from distribution facilities to clubs. The segment contracts with common carriers to transport perishable grocery merchandise from distribution facilities to clubs.

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Sam's Club ships merchandise purchased by members on its retail websitesamsclub.com and through its mobile commerce applications by a number of methods from its e-commerce dedicateddedicated eCommerce fulfillment centers and other distribution centers.
Other Segment Information
Certain financial information relating to our segments is included in our Annual Report to Shareholders for the fiscal year ended January 31, Part II, Item 72017 ("Annual Report to Shareholders") under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Note 14 in the "Notes toNote 15 to our Consolidated Financial Statements" included therein, which information is incorporated herein by reference. Note 14 . Note 15 also includes information regarding total revenues and long-lived assets aggregated by our U.S. and non-U.S. operations. Such portions of the Annual Report to Shareholders are included as Exhibit 13 to this Annual Report on Form 10-K and incorporated by reference herein as expressly provided herein.
Intellectual Property
We regard our trademarks, service marks, copyrights, patents, domain names, trade dress, trade secrets, proprietary technologies, and similar intellectual property as important to our success, and with respect to our associates, customers and others, we rely on trademark, copyright, and patent law, trade-secret protection, and confidentiality and/or license agreements to protect our proprietary rights. We have registered, or applied for the registration of, a number of U.S. and international domain names, trademarks, service marks, and copyrights. Additionally, we have filed U.S. and international patent applications covering certain of our proprietary technology. We have licensed in the past, and expect that we may license in the future, certain of our proprietary rights to third parties.
Suppliers and Supply Chain
As a retailer and warehouse club operator, we utilize a global supply chain that includes over 100,000 suppliers located around the world, including in the United States, from whom we purchase the merchandise that we sell in our stores, clubs and online. In many instances, we purchase merchandise from producers located near the stores and clubs in which such merchandise will be sold, particularly products in the "fresh" category. Our purchases may represent a significant percentage of a number of our suppliers' annual sales, and the volume of product we acquire from many suppliers allows us to obtain favorable pricing from such suppliers. Our suppliers are subject to standards of conduct, including requirements that they comply with local labor laws, local worker safety laws and other applicable laws. Our ability to acquire from our suppliers the assortment and volume of products we wish to offer to our customer, to receive those products within the required time through our supply chain and to distribute those products to our stores and clubs determines, in part, our in-stock levels in our stores and clubs and the attractiveness of our merchandise assortment we offer to our customers and members.
Employees
As of the end of fiscal 20172018, the CompanyWalmart Inc. and itsour subsidiaries employed approximately 2.3 million employees ("associates") worldwide, with nearly 1.5 million associates in the U.S. and 0.8 million associates internationally. Similar to other retailers, the Company has a large number of part-time, hourly or non-exempt associates and a large number of associates turn over each year. We believe our relationships with our associates are good.
On February 19, 2015, the Company announced a significant initiative on pay and training for U.S and are continuing to improve. associates. Approximately 500,000 full-time and part-timeA large number of associates atturn over each year, although Walmart U.S. stores and Sam's Clubs received pay raises in the first half of fiscal 2016, and in February 2016, approximately 1.2 million full-time and part-time associates at Walmart U.S. stores and Sam's Clubs received pay increases. Also included in the announcement were comprehensive changes to our hiring, training, compensation and scheduling programs, as well as to our store management structure. These changes give our U.S. associates the opportunity to earn higher pay and advance in their careers.turnover has been improving in fiscal 2018 as a result of our focus on increasing wages and providing improved tools, technology and training to associates.

14



Certain information relating to retirement-related benefits we provide to our associates is included in our Annual Report to Shareholders in Note 12 in the "Notes toNote 12 to our Consolidated Financial Statements" included therein, which information is incorporated herein by reference.
In addition to retirement-related benefits, in the U.S., the Company offerswe offer a broad range of Company-paid benefits to our associates,. includingThese include a store discount cardscard or Sam's Club membershipsmembership, bonuses based on Company performance, matching a portion of purchases of our stock by associates through our Associate Stock Purchase Plan and life insurance. The Company also offersIn addition to the health-care benefits tofor eligible full-time and part-time associates in the U.S., The Company's medical planas announced in the U.S. hasJanuary 2018, we expanded maternity leave and implemented a new paid parental leave program to all full-time associates. We no lifetime maximumalso introduced a $5,000 benefit forto most expenses.assist eligible associates with adoption.
Similarly, in the operations outside the U.S., the Company provideswe provide a variety of associate benefits that vary based on customary local practices and statutory requirements.

15



Executive Officers of the Registrant
The following chart names the executive officers of the Company as of the date of the filing of this Annual Report on Form 10-K with the SEC, each of whom is elected by and serves at the pleasure of the Board of Directors. The business experience shown for each officer has been his or her principal occupation for at least the past five years, unless otherwise noted.

15


Name
 
Business Experience
 
Current
Position
Held Since
 
Age
Daniel J. Bartlett
 
Executive Vice President, Corporate Affairs, beginning ineffective June 2013. From November 2007 to June 2013, he served as the Chief Executive Officer and President of U.S. Operations at Hill & Knowlton, Inc., a public relations company.
 
2013
 
4546
 
 
 
 
 
 
 
M. Brett Biggs
 
Executive Vice President and Chief Financial Officer, effective January 1, 2016. From January 2014 to December 2015, he served as Executive Vice President and Chief Financial Officer of Walmart International. From January 2013 to January 2014, he was Executive Vice President and Chief Financial Officer of Walmart U.S. and from January 2012 to January 2013, he was Senior Vice President and Chief Financial Officer of Walmart U.S.
 
2016
 
4849
 
 
 
 
 
 
 
Jacqueline P. Canney
 
Executive Vice President, Global People, effective August 3, 2015. From September 2003 to July 2015, she served as the Managing Director of Global Human Resources at Accenture plc., a global management consulting, technology services, and outsourcing company.
 
2015
 
49
 
 
 
 
 
 
 
David Cheesewright
 
Executive Vice President, President and Chief Executive Officer, Walmart International, effective February 1, 2014. From September 2011 to January 2014, he served as President and Chief Executive Officer for Walmart International's Europe, Middle East and Africa (EMEA) and Canada region.
 
2014
 
5450
 
 
 
 
 
 
 
David M. Chojnowski
 
Senior Vice President and Controller effective January 1, 2017. From October 2014 to January 2017, he served as Vice President and Controller, Walmart U.S. From January 2013 to October 2014, he served as Vice President, Finance Transformation, of Walmart International. From April 2011 to January 2013, he served as Vice President, International Controller, of Walmart International.
 
2017
 
4748
 
 
 
 
 
 
 
Gregory Foran
 
Executive Vice President, President and Chief Executive Officer, Walmart U.S. beginning ineffective August 2014. From May 2014 to August 2014, he served as President and Chief Executive Officer for the Walmart Asia region. From March 2012 to May 2014, he served as President and Chief Executive Officer of Walmart China. From October 2011 to March 2012, he served as Senior Vice President responsible for various international projects.
 
2014
 
5556
 
 
 
 
 
 
 
John Furner
 
Executive Vice President, President and Chief Executive Officer, Sam's Club, effective February 1, 2017. From October 2015 to January 2017, he served as Executive Vice President and Chief Merchandising Officer of Sam's Club. From January 2013 to October 2015, he served as Senior Vice President and Chief Merchandising Officer of Walmart China. From January 2012 to January 2013 he served as Senior Vice President, Home & Apparel and Global Sourcing.
 
2017
 
42
 
 
 
 
 
 
 
Jeffrey J. Gearhart
 
Executive Vice President, Global Governance and Corporate Secretary, effective February 1, 2013. From July 2010 to January 2013, he served as Executive Vice President, General Counsel and Corporate Secretary.
 
2013
 
5243
 
 
 
 
 
 
 
Marc Lore
 
Executive Vice President, President and Chief Executive Officer, U.S. eCommerce, effective upon the Company's acquisition of Jet.com, Inc., an eCommerce retailer, in September 2016. From April 2014 to September 2016, he served as President and Chief Executive Officer of Jet.com, Inc. From January 2005 to July 2013, he served as Chief Executive Officer of Quidsi, Inc., an eCommerce retailer that became a wholly-owned subsidiary of Amazon.com, Inc. in April 2011.
 
2016
 
4546
 
 
 
 
 
 
 
Judith McKenna
 
Executive Vice President, President and Chief Executive Officer, Walmart International, effective February 1, 2018. From February 2015 to January 2018, she served as Executive Vice President and Chief Operating Officer of Walmart U.S. Prior to that position, she served as Executive Vice President and Chief Development Officer for Walmart U.S. from April 2014 to February 2015; as Executive Vice President, Strategy and Development, for Walmart International, from April 2013 to April 2014; and as Chief Operating Officer of Asda Group Limited, the Company's subsidiary in the United Kingdom, from July 2011 to April 2013.
 
2018
 
51
 
 
 
 
 
 
 
C. Douglas McMillon
 
President and Chief Executive Officer, effective February 1, 2014. From February 2009 to January 2014, he served as Executive Vice President, President and Chief Executive Officer, Walmart International.
 
2014
 
5051

New Executive Officer
Effective April 2, 2018, Rachel Brand, age 44, will join the Company as Executive Vice President, Global Governance and Corporate Secretary. From May 2017 to February 2018, she served as Associate Attorney General in the United States Department of Justice. From January 2017 to May 2017, she was an Associate Professor of Law at George Mason University Antonin Scalia Law School. Prior to that position, she served as a Board Member on the Privacy and Civil Liberties Oversight Board of the U.S. government from August 2012 to February 2017.

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Our Website and Availability of SEC Reports and Other Information
Our corporate website is located at www.stock.walmart.com. We file with or furnish to the SEC Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports, proxy statements and annual reports to shareholders, and, from time to time, other documents. The reports and other documents filed with or furnished to the SEC are available to investors on or through our corporate website free of charge as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that file electronically with the SEC. The address of that website is www.sec.gov. In addition, the public may read and copy any of the materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that file electronically with the SEC. The address of that website is www.sec.gov. Our SEC filings, our Code of Ethics for our CEO and Senior Financial Officers and our Statement of Ethics can be found on our website at www.stock.walmart.com. These documents are available in print to any shareholder who requests a copy by writing or calling our Investor Relations Department, which is located at our principal offices.
A description of any substantive amendment or waiver of Walmart's Code of Ethics for the CEO and Senior Financial Officers or our Statement of Ethics for our chief executive officer, our chief financial officer and our controller, who is our principal accounting officer, will be disclosed on our website at www.stock.walmart.com under the Corporate Governance section. Any such description will be located on our website for a period of 12 months following the amendment or waiver.
ITEM 1A.
RISK FACTORS
The risks described below could materially and adversely affect our business, results of operations, financial condition and liquidity. Our business operations could also be affected by additional factors that apply to all companies operating in the U.S. and globally.
Strategic Risks
General or macro-economic factors, both domestically and internationally, may materially adversely affect our financial performance.
General economic conditions and other economic factors, globally or in one or more of the markets we serve, may adversely affect our financial performance. Higher interest rates, lower or higher prices of petroleum products, including crude oil, natural gas, gasoline, and diesel fuel, higher costs for electricity and other energy, weakness in the housing market, inflation, deflation, increased costs of essential services, such as medical care and utilities, higher levels of unemployment, decreases in consumer disposable income, unavailability of consumer credit, higher consumer debt levels, changes in consumer spending and shopping patterns, fluctuations in currency exchange rates, higher tax rates, imposition of new taxes and surcharges or other changes in tax laws, changes in healthcare laws, other regulatory changes, the imposition of measures that create barriers to or increase the costs associated with international trade, overall economic slowdown and other economic factors in the U.S. or in any of the other markets in which we operate could adversely affect consumer demand for the products we sell in the U.S. or such other markets, change the mix of products we sell to one with a lower average gross margin, cause a slowdown in discretionary purchases of goods, adversely affect our net sales and result in slower inventory turnover and greater markdowns of inventory, or otherwise materially adversely affect our operations and operating results.
In addition, the economic factors listed above, any other economic factors or circumstances resulting in higher transportation, labor, insurance or healthcare costs or commodity prices, and other economic factors in the U.S. and other countries in which we operate can increase our cost of sales and operating, selling, general and administrative expenses and otherwise materially adversely affect our operations and operating results.
The economic factors that affect our operations may also adversely affect the operations of our suppliers, which can result in an increase in the cost to us of the goods we sell to our customers or, in more extreme cases, in certain suppliers not producing goods in the volume typically available to us for sale.
We face strong competition from other retailers and wholesale club operators (whether through physical retail, digital retail or the integration of both), which could materially adversely affect our financial performance.
Each of our segments competes for customers, employees, store and club sites, digital prominence, products and services and in other important aspects of its business with many other local, regional, national and global physical and digital retailers, wholesale club operators and retail intermediaries.
Our Walmart U.S. segment competes with both physical retailers operating discount, department, retail and wholesale grocers, drug, dollar, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, and digital retailers, as well as catalog businesses. Our Sam's Club segment competes with other wholesale club operators, as well as discount retailers, retail and wholesale grocers, general merchandise wholesalers and distributors, gasoline stations, as well as digital retailers and catalog businesses.

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Our Walmart International segment competes with both physical retailers who operate department, drug, discount, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, wholesale clubs, home-improvement stores, specialty electronics stores, cash & carry operations and convenience stores, and digital retailers, as well as catalog businesses.
We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise selection and availability, services offered to customers, location, store hours, in-store amenities, the shopping convenience and overall shopping experience we offer, the attractiveness and ease of use of our digital platforms, cost and speed of and options for delivery to customers of merchandise purchased through our digital platforms or through the omni-channel integration of our physical and digital retail operations.
A failure to respond effectively to competitive pressures and changes in the retail markets or delays or failure in execution of our strategy could materially adversely affect our financial performance. See "Item 1. Business" above for additional discussion of the competitive situation of each of our reportable segments.
Certain segments of the retail industry are undergoing consolidation, which could result in increased competition and significantly alter the dynamics of the retail marketplace. Such consolidation, or other business combinations or alliances, may result in competitors with greatly improved financial resources, improved access to merchandise, greater market penetration than they previously enjoyed and other improvements in their competitive positions. Such business combinations or alliances could result in the provision of a wider variety of products and services at competitive prices by such consolidated or aligned companies, which could adversely affect our financial performance.
We may not timely identify or effectively respond to consumer trends or preferences, which could negatively affect our relationship with our customers, demand for the products and services we sell, our market share and the growth of our business.
It is difficult to predict consistently and successfully the products and services our customers will demand and changes in their shopping patterns. The success of our business depends in part on how accurately we predict consumer demand, availability of merchandise, the related impact on the demand for existing products and the competitive environment, whether for customers purchasing products at our stores and clubs, through our digital retail businessesplatforms or through the combination of both retail offerings. Price transparency, assortment of products, customer experience, convenience and the speed and cost of shipping are of primary importance to customers and continue to increase in importance, particularly as a result of digital tools and social media available to consumers and the choices available to consumers for purchasing products. As a result of these factors, we

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plan to increase investments in e-commerce, technology, store remodels and other customer initiatives, moderate the number of new store openings and rely to a greater extent on comparable store sales and e-commerce for growth. Any failure of these investments or initiativesOur failure to adequately or effectively respond to changing consumer tastes, preferences and shopping patterns, or any other failure on our part to timely identify or effectively respond to changing consumer tastes, preferences and shopping patterns could negatively affect our relationship with our customers, the demand for the products we sell, our market share and the growth of our business.
We face strong competition from other retailers and wholesale club operators (whether through physical retail, digital retail or the integration of both), which could materially adversely affect our financial performance.
The retail business is highly competitive. Each of our segments competes for customers, employees, store and club sites, products and services and in other important aspects of its business with many other local, regional, national and global retailers and wholesale club operators, as well as other national and international internet-based retailers and retail intermediaries.
Our Walmart U.S. segment competes with retailers operating discount, department, retail and wholesale grocers, drug, dollar, variety and specialty stores, supermarkets, supercenter-type stores and hypermarkets, as well as e-commerce and catalog businesses. Our Sam's Club segment competes with other wholesale club operators, as well as discount retailers, retail and wholesale grocers, general merchandise wholesalers and distributors, gasoline stations, and e-commerce retailers, wholesalers and catalog businesses.
Internationally, we compete with retailers who operate department, drug, dollar stores, variety and specialty stores, supermarkets, supercenter-type stores, hypermarkets, wholesale clubs, home-improvement stores, specialty electronics stores, apparel stores, wholesale clubs, cash & carry operations, convenience stores and e-commerce and catalog businesses.
We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise selection and availability, services offered to customers, location, store hours, in-store amenities, the shopping convenience and overall shopping experience we offer, the attractiveness and ease of use of our e-commerce websites and mobile commerce applications, cost and speed of and options for delivery to customers of merchandise purchased online, through mobile commerce applications or through the integration of our physical and digital retail operations.
Where necessary, to compete effectively with competitors who price merchandise at points lower than the prices we set under our EDLP philosophy, we will lower our prices on goods for sale. A failure to respond effectively to competitive pressures and changes in the retail markets could materially adversely affect our financial performance. See "Item 1. Business" above for additional discussion of the competitive situation of each of our reportable segments.
Although the retail industry as a whole is highly fragmented, certain segments of the retail industry may undergo consolidation from time to time, which could result in increased competition and significantly alter the dynamics of the retail marketplace. Such consolidation may result in competitors with greatly improved financial resources, improved access to merchandise, greater market penetration than they previously enjoyed and other improvements in their competitive positions. Such business combinations could result in the provision of a wider variety of products and services at competitive prices by such consolidated companies, which could adversely affect our financial performance.
Failure to grow our e-commerceFailure to grow our eCommerce business through the integration of omni-channel integration of physical and digital retail  or otherwise, and the cost of our increasing e-commerceeCommerce investments, may materially adversely affect our market position, net sales and financial performance.
The retail business is quicklyrapidly evolving and consumers are increasingly embracing shopping online and through mobile commerce applications. As a result, the portion of total consumer expenditures with all retailers and wholesale clubs occurring online and through mobile commerce applications is increasing and the pace of this increase could accelerate. We plan to increase our investments in e-commerce, technology, store remodels and other customer initiatives, moderate the number of new store openings and rely to a greater extent on increasing comparable store and club sales and e-commerce sales (which are included in our calculation of comparable store and club sales with the exception of e-commerce acquisitions until such businesses have been owned for 12 months) for growth. The success of this strategy will depend in large measure on our ability to build and deliver a seamless shopping experience across the physical and digital retail channels and is further subject to the risks we face as outlined in this Item 1A.digital platforms is increasing and the pace of this increase could accelerate.
Our strategy, which includes investments in e-commerceeCommerce, technology, store remodels and other customer initiatives may not adequately or effectively allow us to grow our e-commerceeCommerce business, increase comparable store sales, maintain or grow our overall market position or otherwise offset the impact on the growth of our business of a moderated pace of new store and club openings. If we failThe success of this strategy will depend in large measure on our ability to build and deliver a seamless omni-channel shopping experience and is further subject to the risks we face to successfully implement our strategyas outlined in this Item 1A. As a result, our market position, net sales and financial performance could be adversely affected. In addition, a greater concentration of e-commerceeCommerce sales could result in a reduction in the amount of traffic in our stores and clubs, which would, in turn, reduce the opportunities for cross-store or cross-club sales of merchandise that such traffic creates and could reduce our sales within our stores and clubs and materially adversely affect the financial performance of the physical retail side of our operations.

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In addition, the cost of certain e-commerceFurthermore, the cost of certain eCommerce and technology investments, including any operating losses incurred by acquired e-commerce businesses will adversely impact our financial performance in the short-term and may adversely impact our financial performance over the longer termeCommerce businesses will adversely impact our financial performance in the short-term and may adversely impact our financial performance over the longer term.
The performance of strategic alliances to support the expansion of our Walmart International segment could materially adversely affect our financial performance.
Our Walmart International segment may enter into strategic alliances in the countries in which we have existing operations or in other markets to expand our digital retail operations, physical retail operations or both. Any strategic alliance may not generate the level of eCommerce or other sales we anticipate when entering into that alliance or may otherwise adversely impact our

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business and competitive position relative to the results we could have achieved in the absence of such alliance. In addition, any investment we make in connection with a strategic alliance could materially adversely affect our financial performance.
Operational Risks
Natural disasters, changes in climate, and geo-political events could materially adversely affect our financial performance.
The occurrence of one or more natural disasters, such as hurricanes, cyclones, typhoons, tropical storms, floods, fires, earthquakes, tsunamis, cyclones, typhoons, weather conditions such as major or extended winter storms, droughts and tornadoes, whether as a result of climate change or otherwise, severe changes in climate and geo-political events, such as war, civil unrest or terrorist attacks in a country in which we operate or in which our suppliers are located could adversely affect our operations and financial performance.
Such events could result in physical damage to, or the complete loss of, one or more of our properties, the closure of one or more stores, clubs and distribution facilities, the lack of an adequate work force in a market, the inability of customers and associates to reach or have transportation to our stores and clubs affected by such events, the evacuation of the populace from areas in which our stores, clubs and distribution facilities are located, the unavailability of our retail websites and mobile commerce applicationsdigital platforms to our customers, changes in the purchasing patterns of consumers and in consumers' disposable income, the temporary or long-term disruption in the supply of products from some local and overseas suppliers, the disruption in the transport of goods from overseas, the disruption or delay in the delivery of goods to our distribution facilities or stores within a country in which we are operating, the reduction in the availability of products in our stores, the disruption of utility services to our stores and our facilities, and disruption in our communications with our stores.
We bear the risk of losses incurred as a result of physical damage to, or destruction of, any stores, clubs and distribution facilities, loss or spoilage of inventory and business interruption caused by such events. These events and their impacts could otherwise disrupt and adversely affect our operations in the areas in which they occur, such as Superstorm Sandy in the U.S. in 2012 or the numerous storm systems in the U.S. in recent years, and could adversely affect our financial performance.
In light of the substantial premiums payable for insurance coverage for losses caused by certain natural disasters, such as hurricanes, cyclones, typhoons, tropical storms, earthquakes, floods and tsunamis, as well as the limitations on available coverage for such losses, we have chosen to be primarily self-insured with respect to such losses. Although we maintain certain specific coverages for losses from physical damages in excess of certain amounts to guard against catastrophic losses from such causes, we still bear the risk of losses incurred as a result of any physical damage to, or the destruction of, any stores, clubs and distribution facilities, loss or spoilage of inventory, and business interruption caused by any such events to the extent they are below catastrophic levels of coverage, as well as in the event of a catastrophe, to the extent they exceed our aggregate limits of applicable coverages. Significant losses caused by such events and could materially adversely affect our financial performance.
Risks associated with the suppliers from whom our products are sourced could materially adversely affect our financial performance.
The products we sell are sourced from a wide variety of domestic and international suppliers. Global sourcing of many of the products we sell is an important factor in our financial performance. We expect all of our suppliers to comply with applicable laws, including labor, safety and environmental laws, and to otherwise meet our required supplier standards of conduct. Our ability to find qualified suppliers who uphold our standards, and to access products in a timely and efficient manner, is a significant challenge, especially with respect to suppliers located and goods sourced outside the U.S.
Political and economic instability in the countries in which our foreign suppliers and their manufacturers are located, the financial instability of suppliers, suppliers' failure to meet certain of our supplier standards (including our responsible sourcing standards), labor problems experienced by our suppliers and their manufacturers, the availability of raw materials to suppliers, merchandise safety and quality issues, disruption in the transportation of merchandise from the suppliers and manufacturers to our stores, clubs, and other facilities, including as a result of labor slowdowns at any port at which a material amount of merchandise we purchase enters into the U.S., currency exchange rates, transport availability and cost, transport security, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.
In addition, the U.S.'s foreign trade policies, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond our control. These and other factors affecting our suppliers and our access to products could adversely affect our financial performance.
If the products we sell are not safe or otherwise fail to meet our customers' expectations, we could lose customers, incur liability for any injuries suffered by customers using or consuming a product we sell or otherwise experience material adverse effects to our brand, reputation and financial performance.
Our customers count on us to provide them with safe products. Concerns regarding the safety of food and non-food products that we source from our suppliers or that we prepare and then sell could cause customers to avoid purchasing certain products from us, or to seek alternative sources of supply for all of their food and non-food needs, even if the basis for the concern is

19


outside of our control. Any lost confidence on the part of our customers would be difficult and costly to reestablish. As such, any issue regarding the safety of any food or non-food items we sell, regardless of the cause, could adversely affect our brand, reputation and financial performance.

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We rely extensively on information systems to process transactions, summarize results and manage our business. Disruptions in both our primary and secondary (back-up)our systems could harm our ability to conduct our operations.
Although we have independent, redundant and physically separate primary and secondary information systems, givenGiven the number of individual transactions we have each year, it is criticalcrucial that we maintain uninterrupted operation of our business-critical information systems. Our information systems, including our back-up systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, worms, other malicious computer programs, denial-of-service attacks, security breaches (through cyber-attacks from cyber-attackers and sophisticated organizations), catastrophic events such as fires, tornadoes, earthquakes and hurricanes, and usage errors by our associates or contractors. Our information systems are essential to our business operations, including the processing of transactions, management of our associates, facilities, logistics, inventories, physical stores and clubs and our online operations. If ourOur information systems are not fully redundant and if our back-up systems are damaged, breached or cease to function properly, we may have to make a significant investment to repair or replace them, and we may suffer interruptions in our business operations in the interim. Any interruption in bothto our information systems and back-up systems may have a material adverse effect on our business or results of operations. In addition, we are pursuing complex initiatives to transformconstantly updating our information technology processes and systems. The risk of system disruption is increased when significant system changes are undertaken, although we believe our change management process will mitigate this risk. If we fail to timely integrate and update our information systems and processes, we may fail to realize the cost savings anticipated to be derived from these initiatives.
If the technology-based systems that give our customers the ability to shop with us online do not function effectively, our operating results, as well as our ability to grow our e-commerceeCommerce business globally, could be materially adversely affected.
Many of our customers shop with us overusing our e-commerce websites and mobile commerce applicationsdigital platforms, which are a part of our multiomni-channel sales strategy. Increasingly, customers are using computers, tablets, and smart phones to shop online and through mobile commerce applicationsdigital platforms with us and with our competitors and to do comparison shopping. We use social media and electronic mail to interact with our customers and as a means to enhance their shopping experience. As a part of our multiomni-channel sales strategy, in addition to home delivery, we offer "Walmart Pickup," "Pickup Today" and "Club Pickup" and, in a growing number of locations, "Online Grocery" programs under which many products available for purchase online can be picked up by the customer at a local Walmart store or Sam's Club, which provides additional customer traffic at such stores and clubs. MultiOmni-channel retailing is a rapidly evolving part of the retail industry and of our operations in the U.S. (whether through organic growth or eCommerce acquisitions) and in a number of markets in which our Walmart International segment operates. 
We must anticipate and meet our customers' changing expectations while adjusting for technology investments and developments in our competitors' operations through focusing on the building and delivery of a seamless shopping experience across all channels by each operating segment. Any failure on our part to provide attractive, user-friendly secure e-commercedigital platforms that offer a wide assortment of merchandise at competitive prices and with low cost and rapid delivery options and that continually meet the changing expectations of online shoppers and developments in online and mobile commerce applicationdigital platform merchandising and related technology could place us at a competitive disadvantage, result in the loss of e-commerceeCommerce and other sales, harm our reputation with customers, have a material adverse impact on the growth of our e-commerceeCommerce business globally and have a material adverse impact on our business and results of operations.
Our e-commerce websites and mobile commerce applicationsdigital platforms, which are increasingly important to our business and continue to grow in complexity and scope, and the computer systems and operating systems on which they run, including those applications and systems in our acquired e-commerceeCommerce businesses, may be subject to cyber-attacks. Those attacks could involve attempts to gain access to the websiteone of our eCommerce websites or mobile commerce applicationapplications to obtain and make unauthorized use of customers' or members' payment information and related risks discussed below. Such attacks, if successful, can also create denials of service or otherwise disable, degrade or sabotage one or more of our retail websites or mobile commerce applicationsdigital platforms and otherwise significantly disrupt our customers' and members' shopping experience on any of our retail website or mobile commerce applications. If we are unable to maintain the security of our retail commerce websites and mobile commerce applicationsdigital platforms and keep them operating within acceptable parameters, we could suffer loss of sales, reductions in traffic, reputational damage and deterioration of our competitive position and incur liability for any damage to customers whose personal information is unlawfully obtained and used, any of which events could have a material adverse impact on our business and results of operations and impede the execution of our strategy for the growth of our business.

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Any failure to maintain the security of the information relating to our company, customers, members, associates and vendors, whether as a result of cybersecurity attacks on our information systems or otherwise, could damage our reputation, result in litigation or other legal actions against us, cause us to incur substantial additional costs, and materially adversely affect our business and operating results.
As do most retailers, we receive and store in our digital information systems certain personal information about our customers and members, and we receive and store personal information concerning our associates and vendors. Some of that information is stored digitally in connection with our e-commerce websites and mobile commerce applicationsdigital platforms. We also utilize third-party service providers for a variety of reasons, including, without limitation, for encryption and authentication technology, content delivery to customers and members, back-office support, and other functions. Such providers may have access to information we hold about our customers, members, associates or vendors. In addition, our onlineeCommerce operations depend upon the secure transmission of confidential information over public networks, including information permitting cashless payments.

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Cyber threats are rapidly evolving and those threats and the means for obtaining access to information in digital and other storage media are becoming increasingly sophisticated. Cyber threats and cyber-attackers can be sponsored by countries or sophisticated criminal organizations or be the work of single "hackers" or small groups of "hackers." Each year, cyber-attackers make numerous attempts to access the information stored in our information systems. We have in place substantial security measures to protect, and to prevent unauthorized access to, our information systems and the information stored on such systems. We also have security processes, protocols and standards that are applicable to our third-party service providers, including cloud service providers, to protect information from our systems which they have access to or hold under their engagements with us.
We constantly monitor developments in cyber threats, evaluate the effectiveness of our information security measures and change such measures or implement new and additional security measures from time to time to address new and different risks to the security of such information and to strengthen our protections for the information stored on our systems. We require our third-party service providers to do the same. Nevertheless, asAs cyber threats evolve, change and become more difficult to detect and successfully defend against, one or more cyber-attacks might defeat our or a third-party service provider's security measures in the future and obtain the personal information of customers, members, associates and vendors.
Associate error or malfeasance, faulty password management or other irregularities may also result in a defeat of our or our third-party service providers' security measures and a breach of our or their information systems. Moreover, hardware, software or applications we use may have inherent defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. We or our third-party service providers may not discover any security breach and loss of information for a significant period of time after the security breach occurs.
Any breach of our security measures or any breach, error or malfeasance of those of our third-party service providers and loss of our confidential information, or any failure by us to comply with applicable privacy and information security laws and regulations, could cause us to incur significant costs to protect any customers, members, associates and vendors whose personal data was compromised and to restore their confidence in us and to make changes to our information systems and administrative processes to address security issues and compliance with applicable laws and regulations.
In addition, such events could be widely publicized and could materially adversely affect our reputation with our customers, members, associates, vendors and shareholders, as well ascould harm our competitive position particularly with respect to our eCommerce operations, and could result in a material reduction in our net sales in our eCommerce operations, as well as in our stores thereby materially adversely affecting our operations, net sales, results of operations, financial condition, cash flows and liquidity,. Such events could also result in the release to the public of confidential information about our operations and financial condition and performance and could result in litigation or other legal actions against us or the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies. Moreover, a security breach could require us to devote significant management resources to address the problems created by the security breach and to expend significant additional resources to upgrade further the security measures we employ to guard personal information against cyber-attacks and other attempts to access such information and could result in a disruption of our operations, particularly our digital retail operations.
We accept payments using a variety of methods, including cash, checks, credit and debit cards, our private label credit cards and gift cards, and we may offer new payment options over time, which may have information security risk implications. As a retailer accepting debit and credit cards for payment, we are subject to various industry data protection standards and protocols, such as the American National Standards Institute encryption standards and payment network security operating guidelines and the Payment Card Industry Data Security Standard. Even though we comply with these standards and protocols and other information security measures, weWe cannot be certain that the security measures we maintain to protect all of our information technology systems are able to prevent, contain or detect any cyber-attacks, cyber terrorism, or security breaches from known cyber-attacks or malware that may be developed in the future. To the extent that any cyber-attack or incursion in our or one of our third-party service provider's information systems results in the loss, damage or misappropriation of information, we may be materially adversely affected by claims from customers, financial institutions, regulatory authorities, payment card networks and others. In certain circumstances, payment card association rules and obligations to which we are subject under our contracts with payment card processors make us liable to payment card issuers if information in connection with payment cards and payment card transactions that we hold is compromised, which liabilities could be substantial. In addition, the cost of

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complying with stricter and more complex data privacy, data collection and information security laws and standards could be significant to us.
Changes in the results of our retail pharmacy business could adversely affect our overall results of operations, cash flows and liquidity.
TheWalmart has retail pharmacy operations in our Walmart U.S. and Sam's Club segments generate substantial net sales,and a large majority of whichthe retail pharmacy net sales are generated by filling prescriptions for which we receive payment through established through contractual relationshiprelationships with third-party payers and payment administrators, such as private insurers, governmental agencies and pharmacy benefit managers ("PBMs").
Our retail pharmacy operations are subject to numerous risks, including: reductions in the third-party reimbursement rates for drugs; changes in our payer mix (i.e., shifts in the relative distribution of our pharmacy customers across drug insurance plans and programs toward plans and programs with less favorable reimbursement terms); changes in third party payer drug formularies (i.e., the schedule of prescription drugs approved for reimbursement or which otherwise receive preferential coverage treatment); growth in, and our participation in or exclusion from, exclusive and preferred pharmacy network arrangements operated by PBMs and/or any insurance plan or program; increases in the prices we pay for brand name and generic prescription drugs we sell; increases in the administrative burdenburdens associated with seeking third-party reimbursement; changes in the frequency with which new brand name pharmaceuticals become available to consumers; introduction of lower cost generic drugs as substitutes for existing brand name drugs for which there was no prior generic drug competition; changes in drug mix (i.e., the relative distribution of drugs customers purchase at our pharmacies between brands and generics); changes

21



in the health insurance market generally; changes in the scope of or the elimination of Medicare Part D or Medicaid drug programs; increased competition from other retail pharmacy operations; further consolidation among third party payers, PBMs or purchasers of drugs; overall economic conditions and the ability of our pharmacy customers to pay for drugs prescribed for them to the extent the costs are not reimbursed by a third party; failure to meet any performance or incentive thresholds to which our level of third party reimbursement may be subject; and changes in the regulatory environment for the retail pharmacy industry and the pharmaceutical industry, including as a result of restrictions on the further implementation of or the repeal of the Patient Protection and Affordable Care Act or the enactment and implementation of a law replacing such act, and other changes in laws, rules and regulations that affect our retail pharmacy business.
If the supply of certain pharmaceuticals provided by one or more of our vendors were to be disrupted for any reason, our pharmacy operations could be severely affected until at least such time as we could obtain a new supplier for such pharmaceuticals. Any such disruption could cause reputational damage and result in a significant number of our pharmacy customers transferring their prescriptions to other pharmacies.
One or a combination of such factors may adversely affect the volumes of brand name and generic pharmaceuticals we sell, our cost of sales associated with our retail pharmacy operations, and the net sales and gross margin of those operations, result in the loss of cross-store or cross-club selling opportunities and, in turn, adversely affect our overall net sales, other results of operations, cash flows and liquidity.
Our failure to attract and retain qualified associates, increases in wage and benefit costs, changes in laws and other labor issues could materially adversely affect our financial performance.
Our ability to continue to conduct and expand our operations depends on our ability to attract and retain a large and growing number of qualified associates globally. Our ability to meet our labor needs, including our ability to find qualified personnel to fill positions that become vacant at our existing stores, clubs and distribution centers, while controlling our associate wage and related labor costs, is generally subject to numerous external factors, including the availability of a sufficient number of qualified persons in the work force of the markets in which we operate, unemployment levels within those markets, prevailing wage rates, changing demographics, health and other insurance costs and adoption of new or revised employment and labor laws and regulations. If we are unable to locate, to attract or to retain qualified personnel, the quality of service we provide to our customers may decrease and our financial performance may be adversely affected.
The wage increases for over 500,000 associates in our operations in the U.S. and investment in other initiatives for our associates in the U.S. that we announced in February 2015, and related wage increases for 1.2 million associates occurring in February 2016 have increased our wage and other labor expenses significantly. If we cannot offset the increases in our wage and other labor expenses resulting from those wage increases by increasing our gross profit, achieving decreases in our operating, selling, general and administrative expense or a combination of both, our consolidated operating income and our consolidated income from continuing operations could continue to be less than our consolidated operating income and consolidated income from continuing operations for our fiscal years prior to fiscal 2017. In addition, if our costs of labor or related costs increase even more significantly for other reasons or if new or revised labor laws, rules or regulations or healthcare laws are adopted or implemented that further increase our labor costs, our financial performance could be materially adversely affected.

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Impediments to the expansion of our Walmart International operations, and the performance of strategic alliances to support the expansion of that segment, could materially adversely affect our financial performance.
Our business strategy for our Walmart International segment includes opening new units and growing comparable stores sales in the countries in which we have existing operations. Our ability to open new units or to expand or relocate existing units depends in large measure upon our ability to locate, hire and retain qualified personnel and acquire new store sites on acceptable terms. Local laws can affect our ability to acquire attractive pre-existing buildings in which to locate units or sites on which to build new units or to expand existing units.
In addition, access to local suppliers of certain types of goods may limit our ability to add new units or to expand product selections in existing units in certain markets, especially in those markets in which consumers desire to purchase locally produced goods. Economic, business and legal environments in foreign markets may also limit our ability to expand our operations and increase our net sales in those markets as we may want and could result in the closure of existing units in such markets which may adversely impact our financial results. If we cannot effectively continue to expand our Walmart International segment through opening new units, growing comparable store sales or selective acquisitions, our ability to grow our business could be adversely affected.
Our Walmart International segment may also enter into strategic alliances in the countries in which we have existing operations or in other markets to expand our digital retail operations, physical retail operations or both. For example, in fiscal 2017, we entered into a strategic alliance with JD.com, Inc. providing for Walmart China to be a preferred retailer on its online-to-offline platform and our Sam's Club business in China to be a flagship store on its marketplace. Any strategic alliance may not generate the level of e-commerce or other sales we anticipate when entering into that alliance or may otherwise adversely impact our business relative to the results we could have achieved in the absence of such alliance. In addition, any investment we make in connection with a strategic alliance, such as our investment in JD.com, Inc., could materially adversely affect our financial performanceIn addition, if our costs of labor or related costs increase for other reasons or if new or revised labor laws, rules or regulations or healthcare laws are adopted or implemented that further increase our labor costs, our financial performance could be materially adversely affected.
Financial Risks
Fluctuations in foreign exchange rates may materially adversely affect our financial performance and our reported results of operations.
Our operations in countries other than the U.S. are conducted primarily in the local currencies of those countries. Our consolidated financial statements are denominated in U.S. dollars, and to prepare those financial statements we must translate the amounts of the assets, liabilities, net sales, other revenues and expenses of our operations outside of the U.S. from local currencies into U.S. dollars using exchange rates for the current period. In recent years, fluctuations in currency exchange rates that were unfavorable to us coupled with such translations have had a material adverse effect on our reported results of operations.
As a result of such translations, fluctuations in currency exchange rates from period-to-period that are unfavorable to us may also result in our consolidated financial statements reflecting significant adverse period-over-period changes in our financial performance or reflecting a period-over-period improvement in our financial performance that is not as robust as it would be without such fluctuations in the currency exchange rates. Such unfavorable currency exchange rate fluctuations will adversely affect the reported performance of our Walmart International operating segment and have a corresponding adverse effect on our reported consolidated results of operations.
We may pay for products we purchase for sale in our stores and clubs around the world with a currency other than the local currency of the country in which the goods will be sold. When we must acquire the currency to pay for such products and the exchange rates for the payment currency fluctuate in a manner unfavorable to us, our cost of sales may increase and we may be unable or unwilling to change the prices at which we sell those goods to address that increase in our costs, with a corresponding adverse effect on our gross profit. Consequently, fluctuations in currency exchange rates may adversely affect our results of operations.

23


Failure to meet market expectations for our financial performance could adversely affect the market price and volatility of our stock. 
We believe that the price of our stock generally reflects high market expectations for our future operating results. Any failure to meet or delay in meeting these expectations, including our comparable store and club sales growth rates, e-commerce growth eCommerce growth

22



rates, gross margin, or earnings and earnings per share could cause the market price of our stock to decline, as could changes in our dividend or stock repurchase programs or policies. Additionally, failure of Walmart's performance to match that of other retailers may have a negative effect on the price of our stock.
Legal, Tax, Regulatory, Compliance, Reputational and Other Risks
Our operations subject us to legislative, judicial, accounting, legal, regulatory, tax, political and economic risks and conditions specific to the countries or regions in which we operate, which could materially adversely affect our business or financial performance.
In addition to our U.S. operations, we operate our retail business principally through wholly-owned subsidiaries in Argentina, Brazil, Canada, Chile, China, India, Japan and the United Kingdom and our majority-owned subsidiaries in Africa, Central America and Mexico.
In fiscal 20172018, our Walmart U.S. and Sam's Club operating segments generated approximately 76% of our consolidated net sales. The Federal Government has created the potential for significant changes in trade policies, including tariffs and government regulations affecting trade between the U.S. and other countries where we source many of the products we sell in our stores and clubs. Potential changes which have been discussed include the renegotiation or termination of trade agreements, and the imposition of higher tariffs on imports into the U.S. and the imposition of a border tax, or a border adjustment tax, on imports into the U.S. A significant portion of the general merchandise we sell in our U.S. stores and clubs is manufactured in other countries. Any such actions could increase the cost to us of such merchandise (whether imported directly or indirectly) and cause increases in the prices at which we sell such merchandise to our customers, which could materially adversely affect the financial performance of our U.S. operations and our business.
During fiscal 20172018, our Walmart International operations generated approximately 24% of our consolidated net sales. Our operating segmentsWalmart International's operations in various countries also sourcesources goods and services from other countries. Our future operating results in these countries could be negatively affected by a variety of factors, most of which are beyond our control. These factors include political conditions, including political instability, local and global economic conditions, legal and regulatory constraints, local product safety and environmental laws, tax regulations, local labor laws, anti-money laundering laws and regulations, trade policies, currency regulations, and other matters in any of the countries or regions in which we operate, now or in the future.
The potential imposition by the U.S. of a border tax or border adjustment tax, new or higher tariffs or other restrictions on trade discussed above which impact a country in which we have operations could result in actions by that country to impose new, or increase existing tariffs or taxes on products imported into such country from the U.S. or elsewhere and could damage the reputations of U.S.-based companies, including us, with customers and others in that country. This could materially adversely affect the financial performance of our operations in such country or countries.
Our business and results of operations in the UK may be negatively affected by fluctuations in currency exchange rates, increases in food costs, changes in trade policies, or changes in labor, immigration, tax or other laws resulting from the UK's anticipated exit from the European Union.
Brazilian federal, state and local laws are complex and subject to varying interpretations. Although the Company believes it complies with those laws, the Company's subsidiaries in Brazil are party to a large number of labor claims and non-income tax assessments, which have arisen during the normal course of business in Brazil. These matters are subject to inherent uncertainties and if decided adversely to the Company, could materially adversely affect our financial performance.
The economies of some of the countries in which we have operations have in the past suffered from high rates of inflation and currency devaluations, which, if they occurred again, could adversely affect our financial performance. Other factors which may impact our international operations include foreign trade, monetary and fiscal policies of the U.S. and of other countries, laws, regulations and other activities of foreign governments, agencies and similar organizations, and risks associated with having numerous facilities located in countries which have historically been less stable than the U.S. Additional risks inherent in our international operations generally include, among others, the costs and difficulties of managing international operations, adverse tax consequences and greater difficulty in enforcing intellectual property rights in countries other than the U.S. The various risks inherent in doing business in the U.S. generally also exist when doing business outside of the U.S., and may be exaggerated by the difficulty of doing business in numerous sovereign jurisdictions due to differences in culture, laws and regulations.
In foreign countries in which we have operations, a risk exists that our associates, contractors or agents could, in contravention of our policies, engage in business practices prohibited by U.S. laws and regulations applicable to us, such as the Foreign Corrupt Practices Act ("FCPA"), or the laws and regulations of other countries, such as the UK Bribery Act. We maintain policiesa global policy prohibiting such business practices and have in place enhanceda global anti-corruption compliance programsprogram designed to ensure compliance with these laws and regulations. Nevertheless, we remain subject to the risk that one or more of our

24


associates, contractors or agents, including those based in or from countries where practices that violate such U.S. laws and regulations or the laws and regulations of other countries may be customary, will engage in business practices that are prohibited by our policies, circumvent our compliance programs and, by doing so, violate such laws and regulations. Any such violations, even if prohibited by our internal policies, could adversely affect our business or financial performance and our reputation.
We are also subject to income taxes and other taxes in both the U.S. and the foreign jurisdictions in which we currently operate or have historically operated. The U.S. Congress and the current federal administration have identified federal tax reform as a priority for 2017.  Federal tax reform plans under consideration may result in significant changes to the U.S. tax code. Some of the changes contemplated by the U.S. Congress, like the border tax or border adjustment tax, could have the effect of increasing our effective tax rate, the amount of our consolidated net taxable income subject to income taxes, and our overall tax liability, and could reduce our net income and our earnings per share, as well as our consolidated cash flows and liquidity, even if the changes include a reduction in the rate at which corporate taxable income is taxed. In addition, the determination of our worldwide provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation. Our income taxes could also be materially adversely affected by earnings being be materially adversely affected by earnings being

23



lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in worldwide tax laws, regulations, or accounting principles.
We are subject to regular review and audit by both domestic and foreign tax authorities as well as subject to the prospective and retrospective effects of changing tax regulations and legislation. Although we believe our tax estimates are reasonable, the ultimate tax outcome may materially differ from the tax amounts recorded in our consolidated financial statements and may materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination and settlement is made.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Tax Act") was enacted and contains significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35 percent to 21 percent and creates new taxes focused on foreign-sourced earnings and related-party payments. In addition, the Company was subject to a one-time transition tax in fiscal 2018 on accumulated foreign subsidiary earnings not previously subject to U.S. income tax. The Securities and Exchange Commission (SEC) staff issued Staff Accounting Bulletin No. 118 ("SAB 118") on December 22, 2017, which allows companies to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the effects and recorded provisional amounts in our financial statements as of January 31, 2018, in accordance with SAB 118. As the Company collects and prepares necessary data, and interprets the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, the Company may make adjustments to the provisional amounts during fiscal 2019. Those adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made and could impact our net income and our earnings per share, as well as our consolidated cash flows and liquidity.
We are subject to regular review and audit by both domestic and foreign tax authorities as well as subject to the prospective and retrospective effects of changing tax regulations and legislation. Although we believe our tax estimates are reasonable, the ultimate tax outcome may materially differ from the tax amounts recorded in our consolidated financial statements and may materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination and settlement is made.
We operate in complex regulated environments in the United States and in the other countries in which we operate and could be adversely affected by changes to existing legal requirements including the related interpretations and enforcement practices, new legal requirements and/or any failure to comply with applicable regulations. Our pharmacy operations in the United States are subject to numerous federal, state and local regulations including licensing and other requirements for pharmacies and reimbursement arrangements. The regulations to which we are subject include, but are not limited to: federal and state registration and regulation of pharmacies; dispensing and sale of controlled substances and products containing pseudoephedrine; applicable governmental payer regulations including Medicare and Medicaid; data privacy and security laws and regulations including the Health Insurance Portability and Accountability Act, the Affordable Care Act or any successor thereto; laws and regulations relating to the protection of the environment and health and safety matters, including those governing exposure to, and the management and disposal of, hazardous substances; regulations regarding food and drug safety including those of the U.S. Food and Drug Administration (the "FDA") and the Drug Enforcement Administration (the "DEA"), trade regulations including those of the U.S. Federal Trade Commission, and consumer protection and safety regulations including those of the Consumer Product Safety Commission, as well as state regulatory authorities, governing the availability, sale, advertisement and promotion of products we sell and the financial services we offer; anti-kickback laws; false claims laws; and federal and state laws governing health care fraud and abuse and the practice of the professions of pharmacy, optical care and nurse practitioner services.
For example, in the United States the DEA and various other regulatory authorities regulate the distribution and dispensing of pharmaceuticals and controlled substances. We are required to hold valid DEA and state-level licenses, meet various security and operating standards and comply with the federal and various state controlled substance acts and related regulations governing the sale, dispensing, disposal, holding and distribution of controlled substances. The DEA, FDA and state regulatory authorities have broad enforcement powers, including the ability to seize or recall products and impose significant criminal, civil and administrative sanctions for violations of these laws and regulations. We are also governed by foreign, national and state laws of general applicability, including laws regulating matters of working conditions, health and safety and equal employment opportunity and other labor and employment matters, as well as employee benefit, competition, anti-money laundering, antitrust matters and health and wellness related regulations for our pharmacy operations outside of the United States. Changes in laws, regulations and policies and the related interpretations and enforcement practices may alter the landscape in which we do business and may significantly affect our cost of doing business.
The impact of new laws, regulations and policies and the related interpretations and enforcement practices generally cannot be predicted, and changes in applicable laws, regulations and policies and the related interpretations and enforcement practices may require extensive system and operational changes, be difficult to implement, increase our operating costs and require significant capital expenditures. Untimely compliance or noncompliance with applicable laws and regulations could result in the imposition of civil and criminal penalties that could adversely affect the continued operation of our businesses, including: suspension of payments from government programs; loss of required government certifications; loss of authorizations to participate in or exclusion from government programs, including the Medicare and Medicaid programs in the United States; loss of licenses; and significant fines or monetary damages and/or penalties. Any failure to comply with applicable regulatory requirements in the United States or in any of the countries in which we operate could result in significant legal and financial

24



exposure, damage our reputation, and have a material adverse effect on our business operations, financial condition and results of operations.
We are subject to certain legal proceedings that may materially adversely affect our results of operations, financial condition and liquidity.
We are involved in a number of legal proceedings, which include consumer, employment, tort and other litigation. In particular, we are currently a defendant in a number of cases containing class-action allegations in which the plaintiffs have brought claims under federal and state wage and hour laws, as well as a number of cases containing class-action allegations in which the plaintiffs have brought claims under federal and state consumer laws.
In addition, ASDA Stores, Ltd. ("ASDA"), a wholly-owned subsidiary of the Company, has been named as a defendant in nearlyover 10,000 "equal value" claims pending in the Manchester Employment Tribunal (the "Employment Tribunal") in the United Kingdom. The claimants, who are current and former ASDA store employees, allege that the work performed by female employees in ASDA's retail stores is of equal value in terms of, among other things, the demands of their jobs to that of male employees working in ASDA's warehouses and distribution facilities, and that the disparity in pay between these different job positions is not objectively justified. The claimants are seeking differential back pay based on higher wage rates in the warehouses and distribution facilities and higher wage rates on a prospective basis. At present, we cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise from these proceedings. We discuss this case
In December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous lawsuits filed against a wide array of defendants by various plaintiffs, including counties, cities, healthcare providers, Native American tribes, individuals, and third-party payors, asserting claims generally concerning the impacts of widespread opioid abuse. The consolidated multidistrict litigation is entitled In re National Prescription Opiate Litigation (MDL No. 2804), and is pending in the U.S. District Court for the Northern District of Ohio. The Company is named as a defendant in some of the cases included in this multidistrict litigation, including cases filed by several counties in West Virginia; by healthcare providers in Mississippi, Alabama, Texas, and Florida; and by the St. Croix Chippewa Indians of Wisconsin. Similar cases that name the Company have been filed in state courts by various counties and municipalities; by health care providers; and by various Native American Tribes.  At present, we cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise from such claims.
We discuss these cases and other litigation to which we are party below under the caption "Item 3. Legal Proceedings" and in Note 10 in the "Note 10 in the "Notes to our Consolidated Financial Statements," which are part of our Annual Report to Shareholders, which are incorporated by reference in this Annual Report on Form 10-K and are included as an exhibit to," which are part of this Annual Report on Form 10-K.
We could be subject to liability, penalties and other sanctions and other adverse consequences arising out of our on-going FCPA matter. 
The Audit Committee of our Board of Directors has been conducting an internal investigation into, among other things, alleged violations of the FCPA and other alleged crimes or misconduct in connection with certain of our foreign subsidiaries, including Wal-Mart de México, S.A.B. de C.V. ("Walmex"), and whether prior allegations of such violations and/or misconduct were appropriately handled by the Company. We have also been conducting a voluntary global review of our policies, practices and internal controls for anti-corruption compliance and are engaged in strengthening our global anti-corruption compliance programs. Since the implementation of the global review and enhanced anti-corruption compliance programs, the Audit Committee and we have identified or been made aware of additional allegations regarding potential violations of the FCPA.
Inquiries or investigations regarding allegations of potential FCPA violations have been commenced in a number of foreign markets in which we operate, including, but not limited to, Brazil, China and India. In November 2011, we voluntarily disclosed our investigative activity to the U.S. Department of Justice (the "DOJ") and the SEC. We have been cooperating with those agencies and discussions have begunbeen ongoing with them regarding the resolution of these matters. AsThese discussions regarding resolution are preliminary,have progressed to a point that we cannot currently predict the timing, the outcome orcan now reasonably estimate a probable loss and the impacthave recorded an aggregate accrual of a possible resolution of$283 million with respect to these matters.  (the "Accrual").
A number of federal and local government agencies in Mexico have also initiated investigations of these matters. Furthermore, lawsuits relating to the matters under investigation have been filed by several of our shareholders against us, certain of our current and former directors and officers and certain of Walmex's current and former officers.

25


We could be exposed to a variety of negative consequences as a result of these matters. One or more enforcement actions could be instituted in respect of the matters that are the subject of some or all of the on-going government investigations, and such actions, if brought, may result in judgments, settlements, fines, penalties, injunctions, cease and desist orders, debarment or other relief, criminal convictions and/or penalties. The shareholder lawsuits may result in judgments against us and our current and former directors and officers named in those proceedings. We also expect that there will be ongoing media and governmental interest regarding these matters, including additional news articles on these matters that could impact the perception of our role as a corporate citizen among certain audiences. Moreover, we have incurred and expect to continue to incur costs in responding to requests for information or subpoenas seeking documents, testimony and other information in

25



connection with the government investigations, in defending the shareholder lawsuits and in conducting our review and investigations.
While we believe ithave made is probable we will incur a loss froman Accrual for these matters, givenbecause the on-going nature and complexitydiscussions are continuing, there can be no assurance as to the timing or the terms of the review, inquiries and investigations we cannot yet reasonably estimate a loss or range of loss that may arise from the conclusionfinal resolution of these matters. Although we do not presently believe that these matters will have a material adverse effect on our business, given the inherent uncertainties in such situations, we can provide no assurance that these matters will not be material to our business in the future.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.

2626



ITEM 2.
PROPERTIES
The number of supercenters, discount stores, Neighborhood Markets, other small formatsUnited States
The Walmart U.S. and Sam's Clubs located in each state or territory of the U.S. and the numberClub segments comprise the Company's operations in the U.S. As of January 31, 2018, unit counts for Walmart U.S. and Sam's Club are summarized by format for each state and territory as follows:
 
 
Walmart U.S.
 
Sam's Club
 
 
State or Territory
 
Supercenters
 
Discount Stores
 
Neighborhood Markets
and other small formats
 
Clubs
 
Grand Total
Alabama
 
101

 
1

 
30

 
13

 
145

Alaska
 
7

 
2

 

 

 
9

Arizona
 
83

 
2

 
31

 
12

 
128

Arkansas
 
76

 
6

 
37

 
9

 
128

California
 
141

 
74

 
76

 
29

 
320

Colorado
 
70

 
4

 
18

 
17

 
109

Connecticut
 
12

 
21

 
1

 
1

 
35

Delaware
 
6

 
3

 

 
1

 
10

Florida
 
231

 
9

 
94

 
46

 
380

Georgia
 
154

 
2

 
35

 
24

 
215

Hawaii
 

 
10

 

 
2

 
12

Idaho
 
23

 

 
3

 
1

 
27

Illinois
 
139

 
17

 
11

 
25

 
192

Indiana
 
97

 
7

 
11

 
13

 
128

Iowa
 
58

 
2

 

 
9

 
69

Kansas
 
58

 
2

 
16

 
9

 
85

Kentucky
 
79

 
8

 
11

 
9

 
107

Louisiana
 
89

 
2

 
34

 
14

 
139

Maine
 
19

 
3

 

 
3

 
25

Maryland
 
30

 
18

 
2

 
11

 
61

Massachusetts
 
27

 
22

 
3

 

 
52

Michigan
 
91

 
3

 
9

 
23

 
126

Minnesota
 
65

 
4

 
1

 
12

 
82

Mississippi
 
65

 
3

 
10

 
7

 
85

Missouri
 
112

 
9

 
18

 
19

 
158

Montana
 
14

 

 

 
2

 
16

Nebraska
 
35

 

 
7

 
5

 
47

Nevada
 
30

 
2

 
11

 
7

 
50

New Hampshire
 
19

 
8

 

 
2

 
29

New Jersey
 
29

 
34

 

 
7

 
70

New Mexico
 
35

 
2

 
9

 
7

 
53

New York
 
80

 
18

 
7

 
12

 
117

North Carolina
 
144

 
6

 
45

 
22

 
217

North Dakota
 
14

 

 

 
3

 
17

Ohio
 
139

 
6

 

 
27

 
172

Oklahoma
 
81

 
8

 
34

 
13

 
136

Oregon
 
28

 
7

 
10

 

 
45

Pennsylvania
 
116

 
21

 
3

 
24

 
164

Puerto Rico
 
13

 
5

 
17

 
7

 
42

Rhode Island
 
5

 
4

 

 

 
9

South Carolina
 
84

 

 
27

 
13

 
124

South Dakota
 
15

 

 

 
2

 
17

Tennessee
 
117

 
2

 
21

 
14

 
154

Texas
 
389

 
20

 
111

 
81

 
601

Utah
 
41

 

 
12

 
8

 
61

Vermont
 
3

 
3

 

 

 
6

Virginia
 
109

 
6

 
24

 
15

 
154

Washington
 
52

 
10

 
6

 

 
68

Washington D.C.
 
3

 

 
2

 

 
5

West Virginia
 
38

 

 
1

 
5

 
44

Wisconsin
 
83

 
4

 
2

 
10

 
99

Wyoming
 
12

 

 

 
2

 
14

U.S. total
 
3,561

 
400

 
800

 
597

 
5,358


27



International
The Walmart International segment comprises the Company's operations outside of the U.S. Unit counts as of January 31, 2018(1) for Walmart International are summarized by major category for each geographic market as follows:
Geographic Market
 
Retail
 
Wholesale
 
Other(2)
 
Total
Africa(3)
 
335

 
89

 

 
424

Argentina
 
106

 

 

 
106

Brazil
 
380

 
70

 
15

 
465

Canada
 
410

 

 

 
410

Central America(4)
 
778

 

 

 
778

Chile
 
373

 
5

 

 
378

China
 
424

 
19

 

 
443

India
 

 
20

 

 
20

Japan
 
336

 

 

 
336

Mexico
 
2,186

 
162

 
10

 
2,358

United Kingdom
 
617

 

 
25

 
642

International total
 
5,945

 
365

 
50

 
6,360

(1)
Walmart International unit counts, with the exception of units located in each of the Canada, are stated as of December 31, 2017, to correspond with the balance sheet date of the related geographic markets internationally in which we operatemarket. Canada unit counts are disclosedstated as of the fiscal year ended January 31, 20182017.
in the part of our Annual Report to Shareholders under the caption "Unit Counts as of January 31, 2017" that is an exhibit hereto and that information is incorporated herein by reference. (2)
Other includes drug stores and convenience stores.
(3)
Africa unit counts by country are Botswana (11), Ghana (2), Kenya (1), Lesotho (3), Malawi (2), Mozambique (5), Namibia (4), Nigeria (5), South Africa (382), Swaziland (1), Tanzania (1), Uganda (1) and Zambia (6).
(4)
Central America unit counts by country are Costa Rica (247), El Salvador (95), Guatemala (238), Honduras (103) and Nicaragua (95).
Owned and Leased Properties
The following table provides further details of our retail units and distribution facilities, including return facilities, as of January 31, 20172018:
 
 
Owned and Operated
 
Owned and Third Party Operated
 
Leased and Operated
 
Third Party Owned and Operated
 
Total
U.S. properties
 
 
 
 
 
 
 
 
 
 
    Walmart U.S. retail units
 
4,066

 

 
695

 

 
4,761

    Sam's Club retail units
 
512

 

 
85

 

 
597

            Total U.S. retail units
 
4,578

 

 
780

 

 
5,358

    Walmart U.S. distribution facilities
 
103

 
2

 
23

 
29

 
157

    Sam's Club distribution facilities
 
3

 
3

 
3

 
13

 
22

Total U.S. distribution facilities
 
106

 
5

 
26

 
42

 
179

Total U.S. properties
 
4,684

 
5

 
806

 
42

 
5,537

 
 
 
 
 
 
 
 
 
 
 
International properties
 
 
 
 
 
 
 
 
 
 
    Africa
 
39

 

 
385

 

 
424

    Argentina
 
66

 

 
40

 

 
106

    Brazil
 
209

 

 
256

 

 
465

    Canada
 
124

 

 
286

 

 
410

    Central America
 
304

 

 
474

 

 
778

    Chile
 
228

 

 
150

 

 
378

    China
 
3

 

 
440

 

 
443

    India
 
2

 

 
18

 

 
20

    Japan
 
56

 

 
280

 

 
336

    Mexico
 
669

 

 
1,689

 

 
2,358

    United Kingdom
 
442

 

 
200

 

 
642

            Total International retail units
 
2,142

 

 
4,218

 

 
6,360

International distribution facilities
 
43

 
12

 
87

 
46

 
188

Total International properties
 
2,185

 
12

 
4,305

 
46

 
6,548

 
 
 
 
 
 
 
 
 
 
 
Total retail units
 
6,720

 

 
4,998

 

 
11,718

Total distribution facilities
 
149

 
17

 
113

 
88

 
367

Total properties
 
6,869

 
17

 
5,111

 
88

 
12,085

We own office facilities in Bentonville, Arkansas, that serve as our principal office and own and lease office facilities throughout the U.S. and internationally for operations and field and market management. The land on which our as well as for field and market management. The land on which our

28



stores are located is either owned or leased by the Company. We use independent contractors to construct our buildings. All store leases provide for annual rentals, some of which escalate during the original lease or provide for additional rent based on sales volume. Substantially all of the Company's store and club leases have renewal options, some of which include rent escalation clauses causing an increase in rents.
For further information on our distribution centers, see the caption "Distribution" provided for each of our segments under "Item 1. Business."

27


ITEM 3.
LEGAL PROCEEDINGS
I. SUPPLEMENTAL INFORMATION: We discuss certain legal proceedings in Note 10 Note 10 to our Consolidated Financial Statements, entitled "Contingencies," which is one of the Notes to Consolidated Financial Statements incorporated by reference in Part II, Item 8. included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K and is incorporated by reference in this item. We refer you to that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought. We provide the following additional information concerning those legal proceedings, including the name of the lawsuit, the court in which the lawsuit is pending, and the date on which the petition commencing the lawsuit was filed.
ASDA Equal Value Claims: Ms S Brierley & Others v ASDA Stores Ltd (2406372/2008 & Others - Manchester Employment Tribunal); ASDA Stores Ltd v Brierley & Ors (A2/2016/0973 - United Kingdom Court of Appeal); ASDA Stores Ltd v Ms S Brierley & Others (UKEAT/0059/16/DM - United Kingdom Employment Appeal Tribunal); ASDA Stores Ltd v Ms S Brierley & Others (UKEAT/0009/16/JOJ - United Kingdom Employment Appeal Tribunal).
National Prescription Opiate Litigation: In re National Prescription Opiate Litigation (MDL No. 2804); Lac Courte Oreilles Band of Lake Superior Chippewa Indians v. McKesson Corp., et al., WI Circuit Court, Sawyer County, 3/16/18; ApolloMD Bus. Servs., LLC v. Attain Med, Inc., et al., GA State Ct., Fulton Cty., 3/8/2018; Center Point, Inc. v. McKesson Corp., et al, CA Superior Ct., San Francisco County, 3/6/2018; Cty. of Greenville v. Rite Aid of S.C., Inc., et al., SC Ct. of Common Pleas, 13th Judicial Dist., 3/5/2018; Big Sandy Rancheria of W. Mono Indians v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 3/2/2018; Consolidated Tribal Health Project, Inc. v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 3/2/2018; Robinson Rancheria v.McKesson Corp., et al., CA Superior Ct., San Francisco County, 3/2/2018; Round Valley Indian Tribes; Round Valley Indian Health Center, Inc. v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 3/2/2018; Hopland Band of Pomo Indians v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 2/21/2018; Redwood Valley or Little River Band of Pomo Indians of Redwood Valley Rancheria v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 2/21/2018; Scotts Valley Band of Pomo Indians v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 2/21/2018; Big Valley Band of Pomo Indians of the Big Valley Rancheria v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 2/13/2018; Guidiville Rancheria of Cal. v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 2/13/2018; Odyssey House La., Inc. v. Morris & Dickson Co., et al., LA Civil Dist. Ct., New Orleans Parish, 2/6/2018; Coyote Valley Band of Pomo Indians v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 1/29/2018; Cty. Comm'n of Mingo Cty. v. Purdue Pharma, L.P., et al., WV Circuit Ct., Mingo County, 1/18/2018; Brooke Cty. Comm'n v. Purdue Pharma L.P., et al., WV Circuit Ct., Marshall County, 12/13/2017; Hancock Cty. Comm'n v. Purdue Pharma L.P., et al., WV Circuit Ct., Marshall County, 12/13/2017; Harrison Cty. Comm'n v. Purdue Pharma L.P., et al., WV Circuit Ct., Marshall County, 12/13/2017; Lewis Cty. Comm'n v. Purdue Pharma L.P., et al., WV Circuit Ct., Marshall County, 12/13/2017; Marshall Cty. Comm'n v. Purdue Pharma L.P., et al., WV Circu