UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended ~~October 31, 2017.~~April 30, 2018.



o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from to .

Commission File Number 001-6991

~~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)		(I.R.S. 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

Former name, former address and former fiscal year, if changed since last report: N/A

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 such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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. o

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The registrant had ~~2,962,381,445~~2,950,844,393 shares of common stock outstanding as of ~~November 29, 2017.~~May 31, 2018.

~~Wal-Mart Stores,~~Walmart Inc.

Form 10-Q

For the Quarterly Period Ended ~~October 31, 2017~~April 30, 2018

Table of Contents

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

~~Wal-Mart Stores,~~Walmart Inc.

Condensed Consolidated Statements of Income

(Unaudited)


	Three Months Ended October 31,						Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions, except per share data)	2017			2016			2017			2016			2018			2017
Revenues:
Net sales	$	122,136		$	117,176		$	360,611		$	351,567		$	121,630		$	116,526
Membership and other income	1,043			1,003			3,465			3,370			1,060			1,016
Total revenues	123,179			118,179			364,076			354,937			122,690			117,542
Costs and expenses:
Cost of sales	91,547			87,484			270,756			263,513			91,707			87,688
Operating, selling, general and administrative expenses	26,868			25,576			77,350			74,865			25,829			24,617
Operating income	4,764			5,119			15,970			16,559			5,154			5,237
Interest:
Debt	502			528			1,530			1,536			437			506
Capital lease and financing obligations	81			81			264			246			93			92
Interest income	(42		)	(24		)	(115		)	(70		)	(43		)	(35		)
Interest, net	541			585			1,679			1,712			487			563
Loss on extinguishment of debt	1,344			—			2,132			—
Unrealized (gains) and losses													1,845			—
Income before income taxes	2,879			4,534			12,159			14,847			2,822			4,674
Provision for income taxes	975			1,332			3,999			4,540			546			1,522
Consolidated net income	1,904			3,202			8,160			10,307			2,276			3,152
Consolidated net income attributable to noncontrolling interest	(155		)	(168		)	(473		)	(421		)	(142		)	(113		)
Consolidated net income attributable to Walmart	$	1,749		$	3,034		$	7,687		$	9,886		$	2,134		$	3,039

Net income per common share:
Basic net income per common share attributable to Walmart	$	0.59		$	0.98		$	2.56		$	3.17		$	0.72		$	1.00
Diluted net income per common share attributable to Walmart	0.58			0.98			2.54			3.16			0.72			1.00

Weighted-average common shares outstanding:
Basic	2,981			3,089			3,008			3,114			2,950			3,035
Diluted	2,996			3,100			3,021			3,124			2,967			3,047

Dividends declared per common share	$	—		$	—		$	2.04		$	2.00		$	2.08		$	2.04

See accompanying notes.

Table of Contents

~~Wal-Mart Stores,~~Walmart Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended October 31,						Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions)	2017			2016			2017			2016			2018			2017
Consolidated net income	$	1,904		$	3,202		$	8,160		$	10,307		$	2,276		$	3,152
Less consolidated net income attributable to noncontrolling interest	(155		)	(168		)	(473		)	(421		)
Consolidated net income attributable to noncontrolling interest													(142		)	(113		)
Consolidated net income attributable to Walmart	1,749			3,034			7,687			9,886			2,134			3,039

Other comprehensive income (loss), net of income taxes
Currency translation and other	422			(725		)	2,607			(1,054		)	1,465			1,159
Unrealized gain on available-for-sale securities	(551		)	(32		)	657			(32		)
Net investment hedges	28			258			(121		)	468			68			(113		)
Cash flow hedges	—			(179		)	143			(123		)	(77		)	28
Minimum pension liability	14			17			46			(89		)	43			5
Unrealized gain on available-for-sale securities													—			481
Other comprehensive income (loss), net of income taxes	(87		)	(661		)	3,332			(830		)	1,499			1,560
Less other comprehensive (income) loss attributable to noncontrolling interest	54			(2		)	(233		)	92
Other comprehensive (income) loss attributable to noncontrolling interest													(163		)	(282		)
Other comprehensive income (loss) attributable to Walmart	(33		)	(663		)	3,099			(738		)	1,336			1,278

Comprehensive income, net of income taxes	1,817			2,541			11,492			9,477			3,775			4,712
Less comprehensive (income) loss attributable to noncontrolling interest	(101		)	(170		)	(706		)	(329		)
Comprehensive (income) loss attributable to noncontrolling interest													(305		)	(395		)
Comprehensive income attributable to Walmart	$	1,716		$	2,371		$	10,786		$	9,148		$	3,470		$	4,317

See accompanying notes.

Table of Contents

~~Wal-Mart Stores,~~Walmart Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


	October 31,			January 31,			October 31,			April 30,			January 31,			April 30,
(Amounts in millions)	2017			2017			2016			2018			2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	7,026		$	6,867		$	5,939		$	7,885		$	6,756		$	6,545
Receivables, net	5,865			5,835			5,344			4,568			5,614			5,252
Inventories	50,147			43,046			49,822			43,303			43,783			43,361
Prepaid expenses and other	2,330			1,941			2,296			3,486			3,511			2,178
Total current assets	65,368			57,689			63,401			59,242			59,664			57,336
Property and equipment:
Property and equipment	185,103			179,492			179,667			187,029			185,154			181,075
Less accumulated depreciation	(76,948		)	(71,782		)	(70,991		)	(79,407		)	(77,479		)	(73,625		)
Property and equipment, net	108,155			107,710			108,676			107,622			107,675			107,450
Property under capital lease and financing obligations:
Property under capital lease and financing obligations	12,641			11,637			11,482			12,735			12,703			11,854
Less accumulated amortization	(5,497		)	(5,169		)	(5,070		)	(5,557		)	(5,560		)	(5,135		)
Property under capital lease and financing obligations, net	7,144			6,468			6,412			7,178			7,143			6,719

Goodwill	18,204			17,037			17,792			18,850			18,242			17,575
Other assets and deferred charges	10,543			9,921			10,576
Other long-term assets										12,035			11,798			10,638
Total assets	$	209,414		$	198,825		$	206,857		$	204,927		$	204,522		$	199,718

LIABILITIES AND EQUITY
Current liabilities:
Short-term borrowings	$	5,114		$	1,099		$	5,082		$	7,762		$	5,257		$	2,617
Accounts payable	47,587			41,433			42,990			44,612			46,092			41,367
Dividends payable	1,530			—			1,541			4,607			—			4,628
Accrued liabilities	21,757			20,654			21,243			20,782			22,122			19,708
Accrued income taxes	540			921			459			718			645			2,018
Long-term debt due within one year	3,257			2,256			2,266			1,576			3,738			3,256
Capital lease and financing obligations due within one year	650			565			549			700			667			599
Total current liabilities	80,435			66,928			74,130			80,757			78,521			74,193

Long-term debt	34,206			36,015			36,178			29,477			30,045			33,774
Long-term capital lease and financing obligations	6,700			6,003			5,930			6,828			6,780			6,251
Deferred income taxes and other	9,167			9,344			10,144			9,541			8,354			9,386

Commitments and contingencies

Equity:
Common stock	297			305			308			294			295			302
Capital in excess of par value	2,501			2,371			2,084			2,557			2,648			2,223
Retained earnings	84,480			89,354			87,636			82,982			85,107			84,120
Accumulated other comprehensive loss	(11,133		)	(14,232		)	(12,335		)	(10,281		)	(10,181		)	(12,954		)
Total Walmart shareholders' equity	76,145			77,798			77,693			75,552			77,869			73,691
Noncontrolling interest	2,761			2,737			2,782			2,772			2,953			2,423
Total equity	78,906			80,535			80,475			78,324			80,822			76,114
Total liabilities and equity	$	209,414		$	198,825		$	206,857		$	204,927		$	204,522		$	199,718

See accompanying notes.

Table of Contents

~~Wal-Mart Stores,~~Walmart Inc.

Condensed Consolidated Statement of Shareholders' Equity

(Unaudited)


												Accumulated			Total																				Accumulated			Total
						Capital in						Other			Walmart														Capital in						Other			Walmart
(Amounts in millions)	Common Stock					Excess of			Retained			Comprehensive			Shareholders'			Noncontrolling			Total			Common Stock					Excess of			Retained			Comprehensive			Shareholders'			Noncontrolling			Total
(Amounts in millions)	Shares		Amount			Par Value			Earnings			Loss			Equity			Interest			Equity			Shares		Amount			Par Value			Earnings			Loss			Equity			Interest			Equity
Balances as of February 1, 2017	3,048		$	305		$	2,371		$	89,354		$	(14,232	)	$	77,798		$	2,737		$	80,535
Balances as of February 1, 2018																								2,952		$	295		$	2,648		$	85,107		$	(10,181	)	$	77,869		$	2,953		$	80,822
Adoption of new accounting standards on February 1, 2018, net of income taxes																								—		—			—			2,361			(1,436		)	925			(1		)	924
Consolidated net income	—		—			—			7,687			—			7,687			473			8,160			—		—			—			2,134			—			2,134			142			2,276
Other comprehensive income (loss), net of income taxes	—		—			—			—			3,099			3,099			233			3,332			—		—			—			—			1,336			1,336			163			1,499
Cash dividends declared ($2.04 per share)	—		—			—			(6,142		)	—			(6,142		)	—			(6,142		)
Cash dividends declared ($2.08 per share)																								—		—			—			(6,135		)	—			(6,135		)	—			(6,135		)
Purchase of Company stock	(87	)	(9		)	(172		)	(6,414		)	—			(6,595		)	—			(6,595		)	(5	)	(1		)	(15		)	(492		)	—			(508		)	—			(508		)
Cash dividend declared to noncontrolling interest	—		—			—			—			—			—			(684		)	(684		)	—		—			—			—			—			—			(489		)	(489		)
Other	7		1			302			(5		)	—			298			2			300			4		—			(76		)	7			—			(69		)	4			(65		)
Balances as of October 31, 2017	2,968		$	297		$	2,501		$	84,480		$	(11,133	)	$	76,145		$	2,761		$	78,906
Balances as of April 30, 2018																								2,951		$	294		$	2,557		$	82,982		$	(10,281	)	$	75,552		$	2,772		$	78,324

See accompanying notes.

Table of Contents

~~Wal-Mart Stores,~~Walmart Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions)	2017			2016			2018			2017
Cash flows from operating activities:
Consolidated net income	$	8,160		$	10,307		$	2,276		$	3,152
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization	7,827			7,374			2,678			2,551
Deferred income taxes	231			1,167			(50		)	2
Loss on extinguishment of debt	2,132			—
Unrealized (gains) and losses							1,845			—
Other operating activities	144			(387		)	265			(170		)
Changes in certain assets and liabilities, net of effects of acquisitions:
Receivables, net	(529		)	271			1,134			726
Inventories	(6,446		)	(5,516		)	547			66
Accounts payable	5,630			5,121			(1,770		)	(155		)
Accrued liabilities	510			1,393			(1,813		)	(1,838		)
Accrued income taxes	(599		)	51			49			1,051
Net cash provided by operating activities	17,060			19,781			5,161			5,385

Cash flows from investing activities:
Payments for property and equipment	(6,908		)	(7,459		)	(1,818		)	(1,990		)
Proceeds from the disposal of property and equipment	301			783			198			196
Proceeds from the disposal of certain operations	1,046			—
Purchase of available for sale securities	—			(1,901		)
Business acquisitions, net of cash acquired	(372		)	(2,406		)
Payments for business acquisitions, net of cash acquired							—			(88		)
Other investing activities	62			(67		)	(62		)	21
Net cash used in investing activities	(5,871		)	(11,050		)	(1,682		)	(1,861		)

Cash flows from financing activities:
Net change in short-term borrowings	4,004			2,302			2,501			1,482
Proceeds from issuance of long-term debt	7,476			134
Repayments of long-term debt	(8,859		)	(2,040		)	(2,521		)	(1,513		)
Premiums paid to extinguish debt	(2,067		)	—
Dividends paid	(4,614		)	(4,682		)	(1,533		)	(1,549		)
Purchase of Company stock	(6,656		)	(6,254		)	(539		)	(2,185		)
Dividends paid to noncontrolling interest	(536		)	(320		)	(66		)	(54		)
Purchase of noncontrolling interest	(8		)	(89		)	—			(8		)
Other financing activities	(156		)	(323		)	(328		)	(145		)
Net cash used in financing activities	(11,416		)	(11,272		)	(2,486		)	(3,972		)

Effect of exchange rates on cash and cash equivalents	386			(225		)
Effect of exchange rates on cash, cash equivalents and restricted cash⁽¹⁾							143			139

Net increase (decrease) in cash and cash equivalents	159			(2,766		)
Cash and cash equivalents at beginning of year	6,867			8,705
Cash and cash equivalents at end of period	$	7,026		$	5,939
Net increase (decrease) in cash, cash equivalents and restricted cash⁽¹⁾							1,136			(309		)
Cash, cash equivalents and restricted cash⁽¹⁾ at beginning of year							7,014			7,144
Cash, cash equivalents and restricted cash⁽¹⁾ at end of period							$	8,150		$	6,835

(1) Restricted cash held outside of cash and cash equivalents is primarily recorded in other-long term assets.

See accompanying notes.

Table of Contents

~~Wal-Mart Stores,~~Walmart Inc.

Notes to Condensed Consolidated Financial Statements

Note 1. Accounting Policies

Basis of Presentation

The Condensed Consolidated Financial Statements of ~~Wal-Mart Stores,~~Walmart Inc. and its subsidiaries ("Walmart" or the "Company") and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, ~~2017~~2018 ("fiscal ~~2017"~~2018"). Therefore, the interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K.

The Company's Condensed Consolidated Financial Statements are based on a fiscal year ending January 31 for the United States ("U.S.") and Canadian operations. The Company consolidates all other operations generally using a one-month lag and based on a calendar year. There were no intervening events during the month of ~~October 2017~~April related to the operations consolidated using a lag that materially affected the Condensed Consolidated Financial Statements.

The Company's business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as weather patterns. Historically, the Company's highest sales volume and operating income have occurred in the fiscal quarter ending January 31.

~~Receivables~~

~~Receivables are stated at their carrying values, net of a reserve for doubtful accounts. Receivables consist primarily of amounts due from:~~

~~insurance companies resulting from pharmacy sales;~~

~~banks for customer credit and debit cards and electronic bank transfers that take in excess of seven days to process;~~

~~consumer financing programs in certain international operations;~~

~~suppliers for marketing or incentive programs; and~~

~~real estate transactions.~~

The Walmart International segment offers a limited number of consumer credit products, primarily through its financial institutions in Canada and Chile to customers in those markets. The receivable balance from consumer credit products was $1.3 billion, net of a reserve for doubtful accounts of $83 million at October 31, 2017, compared to a receivable balance of $1.2 billion, net of a reserve for doubtful accounts of $79 million at January 31, 2017.

Inventories

The Company values inventories at the lower of cost or market as determined primarily by the retail inventory method of accounting, using the last-in, first-out ("LIFO") method for substantially all of the Walmart U.S. segment's inventories. The inventory at the Walmart International segment is valued primarily by the retail inventory method of accounting, using the first-in, first-out ("FIFO") method. The retail inventory method of accounting results in inventory being valued at the lower of cost or market, since permanent markdowns are immediately recorded as a reduction of the retail value of inventory. The inventory at the Sam's Club segment is valued using the LIFO method. At ~~October 31, 2017~~April 30, 2018 and January 31, ~~2017,~~2018, the Company's inventories valued at LIFO approximated those inventories as if they were valued at FIFO.

~~Recent Accounting Pronouncements~~

~~Revenue Recognition~~Fair Value Measurement

In ~~May 2014,~~January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-01, Financial Instruments–Overall (Topic 825), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments ("ASU 2016-01"). The Company adopted this ASU on February 1, 2018, which primarily impacts the Company's accounting for its investment in JD.com ("JD") and resulted in a positive adjustment to retained earnings of approximately $2.6 billion, net of tax, based on the market value of the Company's investment in JD at January 31, 2018. The adoption requires changes in fair value of the Company's investment in JD to be recorded in the Condensed Consolidated Statement of Income.

The Company records and discloses certain financial and non-financial assets and liabilities at fair value. The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated, knowledgeable and willing parties able to engage in the transaction. The fair value of a liability is the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor. Refer to Note 5 for additional fair value disclosures.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU ~~represents~~is a ~~single~~ comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of ~~promised~~ goods or services to a customer at an amount that reflects the consideration it expects to ~~be entitled to~~receive in exchange for those goods or services. ~~Management has substantially completed its evaluation of existing contracts and the impact to the Company's consolidated net income, balance sheet and cash flows.~~ The Company ~~will adopt this~~adopted the ASU on February 1, 2018, ~~under~~using the modified retrospective approach ~~which will result in an immaterial cumulative adjustment~~and applied the ASU only to ~~retained earnings.~~contracts not completed as of February 1, 2018. Updated accounting policies and other disclosures are below. Note 11 provides the related disaggregated revenue disclosures. The impact of adopting the ASU ~~will also require additional disclosures.~~was not material to the Condensed Consolidated Financial Statements.

Sales

The Company recognizes sales revenue, net of sales taxes and estimated sales returns, at the time it sells merchandise to the customer. eCommerce sales include shipping revenue and are recorded upon delivery to the customer. Additionally, estimated sales returns are calculated based on expected returns.

Table of Contents

~~Leases~~Membership Fee Revenue

The Company recognizes membership fee revenue both in the U.S. and internationally over the term of the membership, which is typically 12 months. Membership fee revenue is included in membership and other income in the Company's Condensed Consolidated Statements of Income. The deferred membership fee is included in accrued liabilities in the Company's Condensed Consolidated Balance Sheets.

Gift cards

Customer purchases of gift cards, to be utilized at the Company's stores or eCommerce websites, are not recognized as sales until the card is redeemed and the customer purchases merchandise using the gift card. Gift cards in the U.S. and some countries do not carry an expiration date; therefore, customers and members can redeem their gift cards for merchandise indefinitely. Gift cards in some foreign countries where the Company does business have expiration dates. While gift cards are generally redeemed within 12 months, a certain number of gift cards, both with and without expiration dates, will not be fully redeemed. Management estimates unredeemed gift cards and recognizes revenue for these amounts in membership and other income in the Company's Condensed Consolidated Statements of Income over the expected redemption period. Management periodically reviews and updates its estimates.

Financial and Other Services

The Company recognizes revenue from service transactions at the time the service is performed. Generally, revenue from services is classified as a component of net sales in the Company's Condensed Consolidated Statements of Income.

Contract Balances

Contract balances as a result of transactions with customers primarily consist of receivables included in receivables, net, and deferred gift card revenue included in accrued liabilities in the Company's Condensed Consolidated Balance Sheets. The following table provides the Company's receivables and deferred gift card revenue from transactions with customers:



(Amounts in millions)	As of April 30, 2018
Assets:
Receivables from transactions with customers, net	$	2,025
Liabilities:
Deferred gift card revenue	$	2,014

The Company did not record any significant impairment charges to receivables from transactions with customers during the three months ended April 30, 2018. An immaterial amount of the February 1, 2018, deferred gift card revenue liability was recognized into revenue during the three months ended April 30, 2018.

Income taxes

In December 2017, the Securities and Exchange Commission (SEC) staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118"), in response to the Tax Cuts and Jobs Act of 2017 ("Tax Act"). The Company recorded a provisional benefit, as allowed by SAB 118, of $207 million during fiscal 2018 and an additional provisional benefit of $142 million during the three months ended April 30, 2018. Management is still evaluating the Tax Act, but expects to complete the analysis within the allowable measurement period of one year from the enactment date.

In February 2018, the FASB issued Accounting Standards Update ASU 2018-02, Income Statement–Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). The ASU provides that the stranded tax effects from the Tax Act in accumulated other comprehensive loss may be reclassified to retained earnings. The Company adopted this ASU on February 1, 2018, which resulted in an immaterial negative adjustment to retained earnings.

Restricted cash

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows–Restricted Cash (Topic 230), which requires restricted cash to be included with cash and cash equivalents when reconciling the beginning and ending amounts on the statement of cash flows. The Company adopted this ASU on February 1, 2018. Restricted cash held outside of cash and cash equivalents is primarily recorded in other-long term assets in the Condensed Consolidated Balance Sheets and was approximately $0.3 billion as of April 30, 2018, January 31, 2018 and April 30, 2017.

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Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lease assets and liabilities to be recorded on the balance sheet. Certain qualitative and quantitative disclosures are also required, as well as retrospective recognition and measurement of impacted leases. The Company will adopt this ASU on February 1, 2019 and is implementing new lease systems in connection with the adoption. Management is ~~still evaluating~~progressing with implementation and continuing to evaluate the effect to the Company's ~~consolidated net income, balance sheet, cash flows~~Condensed Consolidated Financial Statements and disclosures. Management expects a material impact to the ~~consolidated balance sheet.~~

~~Financial Instruments~~

~~In January 2016, the FASB issued ASU 2016-01,~~ ~~Financial Instruments–Overall~~ (~~Topic 825)~~, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The Company will adopt this ASU on February 1, 2018. This ASU will primarily impact the Company's accounting for its investment in JD.com ("JD"). Upon adoption, the Company will record a cumulative effect adjustment to retained earnings, which could be material depending on the market value of our investment in JD at January 31, 2018. Subsequent to adoption, changes in the value of the Company's investment in JD will be recorded in consolidated net income.Condensed Consolidated Balance Sheet.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses (Topic 326), which modifies the measurement of expected credit losses of certain financial instruments. The Company will adopt this ASU on February 1, 2020. Management is currently evaluating this ASU to determine its impact to the Company's ~~consolidated net income, balance sheet, cash flows~~Condensed Consolidated Financial Statements and disclosures.

~~In August 2017, the FASB issued ASU 2017-12,~~ ~~Derivatives and Hedging–Targeted Improvements to Accounting for Hedging Activities (Topic 815)~~, which amends and simplifies hedge accounting with the intent of better aligning financial reporting with an entity's risk management activities. The ASU is effective February 1, 2019. Management is currently evaluating this ASU to determine when the Company will adopt it and the resulting impact to the Company's consolidated financial statements.

~~Stock Compensation~~

~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Compensation–Stock Compensation (Topic 718)~~, which is intended to simplify accounting for share-based payment transactions. The ASU changed several aspects of the accounting for share-based payment award transactions, including accounting for income taxes, forfeitures and minimum statutory tax withholding requirements. Management adopted this ASU beginning February 1, 2017, and as a result, reclassified an immaterial amount from operating activities to financing activities in the Company's prior year consolidated cash flows.

Note 2. Net Income Per Common Share

Basic net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period. Diluted net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards. The Company did not have significant share-based awards outstanding that were ~~antidilutive~~anti-dilutive and not included in the calculation of diluted net income per common share attributable to Walmart for the three ~~and nine~~ months ended ~~October 31, 2017~~April 30, 2018 and ~~2016.~~

2017. The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income per common share attributable to Walmart:


	Three Months Ended October 31,						Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions, except per share data)	2017			2016			2017			2016			2018			2017
Numerator
Consolidated net income	$	1,904		$	3,202		$	8,160		$	10,307		$	2,276		$	3,152
Consolidated net income attributable to noncontrolling interest	(155		)	(168		)	(473		)	(421		)	(142		)	(113		)
Consolidated net income attributable to Walmart	$	1,749		$	3,034		$	7,687		$	9,886		$	2,134		$	3,039

Denominator
Weighted-average common shares outstanding, basic	2,981			3,089			3,008			3,114			2,950			3,035
Dilutive impact of stock options and other share-based awards	15			11			13			10			17			12
Weighted-average common shares outstanding, diluted	2,996			3,100			3,021			3,124			2,967			3,047

Net income per common share attributable to Walmart
Basic	$	0.59		$	0.98		$	2.56		$	3.17		$	0.72		$	1.00
Diluted	0.58			0.98			2.54			3.16			0.72			1.00

910

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Note 3. Accumulated Other Comprehensive Loss

The following table provides the changes in the composition of total accumulated other comprehensive loss for the ~~nine~~three months ended ~~October 31, 2017:~~April 30, 2018:

(Amounts in millions and net of income taxes) Currency
Translation and Other Unrealized Gain on Available-for-Sale Securities Net Investment Hedges Cash Flow Hedges Minimum
Pension
Liability Total
Balances as of February 1, 2017 $ (14,507 ) $ 145
$ 1,435
$ (315 ) $ (990 ) $ (14,232 )
Other comprehensive income (loss) before reclassifications, net⁽¹⁾
2,374
657
(121 ) 124
5
3,039
Amounts reclassified from accumulated other comprehensive loss, net⁽¹⁾
—
—
—
19
41
60
Balances as of October 31, 2017 $ (12,133 ) $ 802
$ 1,314
$ (172 ) $ (944 ) $ (11,133 )



(Amounts in millions and net of income taxes)	Currency Translation and Other			Unrealized Gain on Available-for-Sale Securities			Net Investment Hedges		Cash Flow Hedges			Minimum Pension Liability			Total
Balances as of February 1, 2018	$	(12,136	)	$	1,646		$	1,030	$	122		$	(843	)	$	(10,181	)
Adoption of new accounting standards on February 1, 2018^{(1) (2)}	89			(1,646		)	93		28			—			(1,436		)
Other comprehensive income (loss) before reclassifications, net⁽¹⁾	1,302			—			68		(86		)	32			1,316
Reclassifications to income, net⁽¹⁾	—			—			—		9			11			20
Balances as of April 30, 2018	$	(10,745	)	$	—		$	1,191	$	73		$	(800	)	$	(10,281	)

(1) Income tax impact is ~~immaterial.~~immaterial

(2) Primarily relates to the adoption of ASU 2016-01 and ASU 2018-02

Amounts reclassified from accumulated other comprehensive loss to net income for derivative instruments are recorded in interest, net, in the Company's Condensed Consolidated Statements of Income, and ~~the~~ amounts reclassified for the minimum pension liability are recorded in ~~operating, selling, general~~unrealized gains and ~~administrative expenses~~losses in the Company's Condensed Consolidated Statements of Income.

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Note 4. Long-term Debt

The following table provides the changes in the Company's long-term debt for the ~~nine~~three months ended ~~October 31, 2017:~~April 30, 2018:

(Amounts in millions) Long-term debt due within one year Long-term debt Total
Balances as of February 1, 2017 $ 2,256
$ 36,015
$ 38,271
Proceeds from long-term debt —
7,476
7,476
Repayments of long-term debt (1,535 ) (7,324 ) (8,859 )
Reclassifications of long-term debt 2,500
(2,500 ) —
Other 36
539
575
Balances as of October 31, 2017 $ 3,257
$ 34,206
$ 37,463

~~Debt Issuances~~

~~Information on significant long-term debt issued during the nine months ended October 31, 2017, is as follows:~~

(Amounts in millions)
Issue Date Principal Amount Maturity Date Fixed vs. Floating Interest Rate Proceeds
July 18, 2017 70,000 JPY July 15, 2022 Fixed 0.183% $ 619
July 18, 2017 40,000 JPY July 18, 2024 Fixed 0.298% 354
July 18, 2017 60,000 JPY July 16, 2027 Fixed 0.520% 530
October 20, 2017 300 USD October 9, 2019 Floating Floating 299
October 20, 2017 1,200 USD October 9, 2019 Fixed 1.750% 1,198
October 20, 2017 1,250 USD December 15, 2020 Fixed 1.900% 1,245
October 20, 2017 1,250 USD December 15, 2022 Fixed 2.350% 1,245
October 20, 2017 1,000 USD December 15, 2024 Fixed 2.650% 996
October 20, 2017 1,000 USD December 15, 2047 Fixed 3.625% 990
Total $ 7,476

~~As described in~~ ~~Note 6, the current year issuances of foreign-currency-denominated long-term debt are designated as a hedge of the Company's net investment in Japan.~~



(Amounts in millions)	Long-term debt due within one year			Long-term debt			Total
Balances as of February 1, 2018	$	3,738		$	30,045		$	33,783
Repayments of long-term debt	(2,521		)	—			(2,521		)
Reclassifications of long-term debt	364			(364		)	—
Other	(5		)	(204		)	(209		)
Balances as of April 30, 2018	$	1,576		$	29,477		$	31,053

Maturities ~~and Extinguishments~~

The following table provides details of debt repayments during the ~~nine~~three months ended ~~October 31, 2017:~~April 30, 2018:

(Amounts in millions)
Maturity Date Principal Amount Fixed vs. Floating Interest Rate
Repayment⁽¹⁾
April 5, 2017 1,000 USD Fixed 5.375% $ 1,000
April 21, 2017 500 USD Fixed 1.000% 500
Total repayment of matured debt 1,500

February 1, 2019 500 USD Fixed 4.125% 135
July 8, 2020 1,500 USD Fixed 3.625% 660
April 5, 2027 750 USD Fixed 5.875% 207
September 4, 2035 2,500 USD Fixed 5.250% 407
August 15, 2037 3,000 USD Fixed 6.500% 1,549
April 15, 2038 2,000 USD Fixed 6.200% 887
January 19, 2039 1,000 GBP Fixed 4.875% 459
April 2, 2040 1,250 USD Fixed 5.625% 382
July 9, 2040 750 USD Fixed 4.875% 277
October 25, 2040 1,250 USD Fixed 5.000% 605
April 15, 2041 2,000 USD Fixed 5.625% 680
April 11, 2043 1,000 USD Fixed 4.000% 290
October 2, 2043 750 USD Fixed 4.750% 317
April 22, 2044 1,000 USD Fixed 4.300% 469
Total repayment of extinguished debt 7,324
Total $ 8,824



(Amounts in millions)
Maturity Date	Principal Amount	Fixed vs. Floating	Interest Rate	Repayment
February 15, 2018	500 USD	Fixed	5.800%	$	500
February 15, 2018	750 USD	Fixed	5.800%	750
April 11, 2018	1,250 USD	Fixed	1.125%	1,250
Various	21 USD	Various	Various	21
Total repayment of matured debt				$	2,521

~~(1) Represents portion of the principal amount repaid during the nine months ended October 31, 2017.~~

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In connection with extinguishing debt, the Company paid premiums of approximately $2.1 billion during the nine months ended October 31, 2017, resulting in a loss on extinguishment of debt of approximately $2.1 billion.

~~The Company also repaid other, smaller long-term debt as it matured in non-U.S. markets.~~

Note 5. Fair Value Measurements

The Company records and discloses certain financial and non-financial assets and liabilities at fair value. The fair value of an asset is the price at which the asset could be sold in an ordinary transaction between unrelated, knowledgeable and willing parties able to engage in the transaction. The fair value of a liability is the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are:

Level 1: observable inputs such as quoted prices in active markets;

Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.

~~Recurring Fair Value Measurements~~

The Company ~~holds derivative instruments that are required to be~~has equity investments, primarily its investment in JD, measured at fair value on a recurring ~~basis.~~ basis included in other long-term assets in the accompanying Condensed Consolidated Balance Sheet. Beginning in fiscal 2019 due to the adoption of the new financial instrument standard, changes in fair value are recorded in unrealized gains and losses on the Condensed Consolidated Statements of Income. Additional detail about the Company's two portions of the investment in JD are as follows:

The purchased portion of the investment in JD is measured using Level 1 inputs, which prior to fiscal 2019 was classified as available-for-sale with changes in fair value recognized through other comprehensive income; and

The portion of the investment in JD received in exchange for selling certain assets related to Yihaodian, the Company's former eCommerce operations in China, is measured using Level 2 inputs. Fair value is determined primarily using quoted prices in active markets for similar assets. Prior to fiscal 2019, the investment was carried at cost.

The investment in JD cost basis, fair value at April 30, 2018 and February 1, 2018, and carrying value at January 31, 2018, are as follows:



(Amounts in millions)	Cost Basis		Carrying Value as of January 31, 2018		Fair Value as of February 1, 2018			Fair Value as of April 30, 2018
Investment in JD measured using Level 1 inputs	$	1,901	$	3,547	$	3,547	⁽¹⁾	$	2,631
Investment in JD measured using Level 2 inputs	1,490		1,490		3,559		⁽²⁾	2,637
Total	$	3,391	$	5,037	$	7,106		$	5,268	⁽³⁾

(1) Fair value was already recognized on the balance sheet. Upon adoption of the new financial instrument standard on February 1, 2018, the excess of fair value over cost was reclassified from accumulated other comprehensive loss to retained earnings.

(2) Upon adoption of the new financial instrument standard on February 1, 2018, the excess of fair value over cost was recognized by increasing the carrying value of the asset and retained earnings.

(3) The decrease in fair value from February 1, 2018 to April 30, 2018 of $1.8 billion was recognized in net income and included in unrealized gains and losses on the Condensed Consolidated Statements of Income.

The Company also holds derivative instruments. Derivative fair values are the estimated amounts the Company would receive or pay upon termination of the related derivative agreements as of the reporting dates. The fair values have been measured using the income approach and Level 2 inputs, which include the relevant interest rate and foreign currency forward curves. As of ~~October 31, 2017~~April 30, 2018 and January 31, ~~2017,~~2018, the notional amounts and fair values of these derivatives were as follows:

October 31, 2017 January 31, 2017
(Amounts in millions) Notional Amount Fair Value Notional Amount Fair Value
Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges $ 5,000
$ (6 ) $ 5,000
$ (4 )
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as net investment hedges 2,250
399
2,250
471
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges 4,240
(254 ) 3,957
(618 )
Total $ 11,490
$ 139
$ 11,207
$ (151 )

Additionally, the Company's available-for-sale securities are measured at fair value on a recurring basis using Level 1 inputs. Changes in fair value are recorded in accumulated other comprehensive loss. The cost basis and fair value of the Company's available-for-sale securities as of October 31, 2017 and January 31, 2017, are as follows:


	October 31, 2017				January 31, 2017				April 30, 2018					January 31, 2018
(Amounts in millions)	Cost Basis		Fair Value		Cost Basis		Fair Value		Notional Amount		Fair Value			Notional Amount		Fair Value
Available-for-sale securities	$	1,901	$	2,703	$	1,901	$	2,046
Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges									$	4,000	$	(145	)	$	4,000	$	(91	)
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as net investment hedges									2,250		217			2,250		208
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges									4,395		131			4,523		205
Total									$	10,645	$	203		$	10,773	$	322

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company's assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. The Company did not record any significant impairment charges to assets measured at fair value on a nonrecurring basis during the three ~~and nine~~ months ended ~~October 31, 2017 or for~~April 30, 2018. For the fiscal year ended January 31, ~~2017.~~2018, the Company recorded impairment charges related to assets measured at fair value on a non-recurring basis of approximately $1.4 billion primarily related to restructuring charges for the Sam's Club closures and the wind-down of the Brazil first-party eCommerce business, as well as discontinued real estate projects in the U.S. and decisions to exit certain international properties.

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Other Fair Value Disclosures

The Company records cash and cash equivalents, restricted cash, and short-term borrowings at cost. The carrying values of these instruments approximate their fair value due to their short-term maturities.

The Company's long-term debt is also recorded at cost. The fair value is estimated using Level 2 inputs based on the Company's current incremental borrowing rate for similar types of borrowing arrangements. The carrying value and fair value of the Company's long-term debt as of ~~October 31, 2017~~April 30, 2018 and January 31, ~~2017,~~2018, are as follows:


	October 31, 2017				January 31, 2017				April 30, 2018				January 31, 2018
(Amounts in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including amounts due within one year	$	37,463	$	43,378	$	38,271	$	44,602	$	31,053	$	34,770	$	33,783	$	38,766

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Note 6. Derivative Financial Instruments

The Company uses derivative financial instruments for hedging and non-trading purposes to manage its exposure to changes in interest and currency exchange rates, as well as to maintain an appropriate mix of fixed- and variable-rate debt. Use of derivative financial instruments in hedging programs subjects the Company to certain risks, such as market and credit risks. Market risk represents the possibility that the value of the derivative financial instrument will change. In a hedging relationship, the change in the value of the derivative financial instrument is offset to a great extent by the change in the value of the underlying hedged item. Credit risk related to a derivative financial instrument represents the possibility that the counterparty will not fulfill the terms of the contract. The notional, or contractual, amount of the Company's derivative financial instruments is used to measure interest to be paid or received and does not represent the Company's exposure due to credit risk. Credit risk is monitored through established approval procedures, including setting concentration limits by counterparty, reviewing credit ratings and requiring collateral (generally cash) from the counterparty when appropriate.

The Company only enters into derivative transactions with counterparties rated "A-" or better by nationally recognized credit rating agencies. Subsequent to entering into derivative transactions, the Company regularly monitors the credit ratings of its counterparties. In connection with various derivative agreements, including master netting arrangements, the Company held cash collateral from counterparties of ~~$251~~$256 million and ~~$242~~$279 million at ~~October 31, 2017~~April 30, 2018 and January 31, ~~2017,~~2018, respectively. The Company records cash collateral received as amounts due to the counterparties exclusive of any derivative asset. Furthermore, as part of the master netting arrangements with each of these counterparties, the Company is also required to post collateral with a counterparty if the Company's net derivative liability position exceeds $150 million with such counterparties. The Company did not have any cash collateral posted with counterparties at ~~October 31, 2017 and~~April 30, 2018 or January 31, ~~2017, respectively.~~2018. The Company records cash collateral it posts with counterparties as amounts receivable from those counterparties exclusive of any derivative liability.

The ~~Company uses derivative financial instruments for the purpose of hedging its exposure to interest and currency exchange rate risks and, accordingly, the~~ contractual terms of athe Company's hedged ~~instrument~~instruments closely mirror those of the hedged ~~item,~~items, providing a high degree of risk reduction and correlation. Contracts that are effective at meeting the risk reduction and correlation criteria are recorded using hedge accounting. If a derivative financial instrument is recorded using hedge accounting, depending on the nature of the hedge, changes in the fair value of the instrument will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or be recognized in accumulated other comprehensive loss until the hedged item is recognized in earnings. Any hedge ineffectiveness is immediately recognized in earnings. The Company's net investment and cash flow instruments are highly effective hedges and the ineffective portion has not been, and is not expected to be, significant. Instruments that do not meet the criteria for hedge accounting, or contracts for which the Company has not elected hedge accounting, are recorded at fair value with unrealized gains or losses reported in earnings during the period of the change.

Fair Value Instruments

The Company is a party to receive fixed-rate, pay variable-rate interest rate swaps that the Company uses to hedge the fair value of fixed-rate debt. The notional amounts are used to measure interest to be paid or received and do not represent the Company's exposure due to credit loss. The Company's interest rate swaps that receive fixed-interest rate payments and pay variable-interest rate payments are designated as fair value hedges. As the specific terms and notional amounts of the derivative instruments match those of the fixed-rate debt being hedged, the derivative instruments are assumed to be perfectly effective hedges. Changes in the fair values of these derivative instruments are recorded in earnings, but are offset by corresponding changes in the fair values of the hedged items, also recorded in earnings, and, accordingly, do not impact the Company's Condensed Consolidated Statements of Income. These fair value instruments will mature on dates ranging from October 2020 to April 2024.

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Net Investment Instruments

The Company is a party to cross-currency interest rate swaps that the Company uses to hedge its net investments. The agreements are contracts to exchange fixed-rate payments in one currency for fixed-rate payments in another currency. All changes in the fair value of these instruments are recorded in accumulated other comprehensive loss, offsetting the currency translation adjustment of the related investment that is also recorded in accumulated other comprehensive loss. These instruments will mature on dates ranging from July 2020 to February 2030.

The Company has issued foreign-currency-denominated long-term debt as hedges of net investments of certain of its foreign operations. These foreign-currency-denominated long-term debt issuances are designated and qualify as nonderivative hedging instruments. Accordingly, the foreign currency translation of these debt instruments is recorded in accumulated other comprehensive loss, offsetting the foreign currency translation adjustment of the related net investments that is also recorded in accumulated other comprehensive loss. At ~~October 31, 2017~~April 30, 2018 and January 31, ~~2017,~~2018, the Company had ¥180 billion ~~and ¥10 billion, respectively,~~ of outstanding long-term debt designated as a hedge of its net investment in Japan, as well as outstanding long-term debt of ~~£2.1 billion and £2.5~~£1.7 billion at ~~October 31, 2017~~April 30, 2018 and January 31, ~~2017, respectively,~~2018, that was designated as a hedge of its net investment in the United Kingdom. These nonderivative net investment hedges will mature on dates ranging from July 2020 to January 2039.

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Cash Flow Instruments

The Company is a party to receive fixed-rate, pay fixed-rate cross-currency interest rate swaps to hedge the currency exposure associated with the forecasted payments of principal and interest of certain non-U.S. denominated debt. The swaps are designated as cash flow hedges of the currency risk related to payments on the non-U.S. denominated debt. The effective portion of changes in the fair value of derivatives designated as cash flow hedges of foreign exchange risk is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The hedged items are recognized foreign currency-denominated liabilities that are re-measured at spot exchange rates each period, and the assessment of effectiveness (and measurement of any ineffectiveness) is based on total changes in the related derivative's cash flows. As a result, the amount reclassified into earnings each period includes an amount that offsets the related transaction gain or loss arising from that re-measurement and the adjustment to earnings for the period's allocable portion of the initial spot-forward difference associated with the hedging instrument. These cash flow instruments will mature on dates ranging from April 2022 to March 2034.

Financial Statement Presentation

Although subject to master netting arrangements, the Company does not offset derivative assets and derivative liabilities in its Condensed Consolidated Balance Sheets. Derivative instruments with an unrealized gain are recorded in the Company's Condensed Consolidated Balance Sheets as either current or non-current assets, based on maturity date, and those hedging instruments with an unrealized loss are recorded as either current or non-current liabilities, based on maturity date. Refer to Note 5 for the net presentation of the Company's derivative instruments.

The Company's derivative instruments, as well as its nonderivative debt instruments designated and qualifying as net investment hedges, were classified as follows in the Company's Condensed Consolidated Balance Sheets:


	October 31, 2017						January 31, 2017						April 30, 2018						January 31, 2018
(Amounts in millions)	Fair Value Instruments		Net Investment Instruments		Cash Flow Instruments		Fair Value Instruments		Net Investment Instruments		Cash Flow Instruments		Fair Value Instruments		Net Investment Instruments		Cash Flow Instruments		Fair Value Instruments		Net Investment Instruments		Cash Flow Instruments
Derivative instruments
Derivative assets:
Other assets and deferred charges	$	7	$	399	$	86	$	8	$	471	$	—
Other long-term assets													$	—	$	217	$	252	$	—	$	208	$	300

Derivative liabilities:
Deferred income taxes and other	13		—		340		12		—		618		145		—		121		91		—		95

Nonderivative hedging instruments
Long-term debt	—		4,423		—		—		3,209		—		—		3,975		—		—		4,041		—

Gains and losses related to the Company's derivatives primarily relate to interest rate hedges, which are recorded in interest, net, in the Company's Condensed Consolidated Statements of Income. Amounts related to the Company's derivatives expected to be reclassified from accumulated other comprehensive loss to net income during the next 12 months are not significant.

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Note 7. Share Repurchases

From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors. All repurchases made during the ~~nine~~three months ended ~~October 31, 2017~~April 30, 2018 were made under the plan in effect at the beginning of the fiscal year. ~~On October 9, 2017, the Board of Directors approved a new~~The current $20.0 billion share repurchase program approved in October 2017 has no expiration date or other restrictions limiting the period over which ~~beginning on November 20, 2017, replaced~~ the ~~previous~~Company can make share ~~repurchase program.~~repurchases. As of ~~October 31, 2017,~~April 30, 2018, authorization for ~~$2.6~~$18.3 billion of share repurchases remained under the current share repurchase ~~program that was in effect at the beginning of the quarter and that expired on November 17, 2017.~~program. Any repurchased shares are constructively retired and returned to an unissued status.

The Company considers several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings and the market price of its common stock. The following table provides, on a settlement date basis, the number of shares repurchased, average price paid per share and total amount paid for share repurchases for the ~~nine~~three months ended ~~October 31, 2017~~April 30, 2018 and ~~2016:~~

2017:


	Nine Months Ended October 31,				Three Months Ended April 30,
(Amounts in millions, except per share data)	2017		2016		2018		2017
Total number of shares repurchased	87.8		90.6		5.5		31.1
Average price paid per share	$	75.76	$	69.04	$	97.75	$	70.25
Total amount paid for share repurchases	$	6,656	$	6,254	$	539	$	2,185

Note 8. Common Stock Dividends

Dividends Declared

On February ~~21, 2017,~~20, 2018, the Board of Directors approved the fiscal year ending January 31, ~~2018~~2019 ("fiscal ~~2018"~~2019") annual dividend of ~~$2.04~~$2.08 per share, an increase over the fiscal ~~2017~~2018 annual dividend of ~~$2.00~~$2.04 per share. For fiscal ~~2018,~~2019, the annual dividend will be paid in four quarterly installments of ~~$0.51~~$0.52 per share, according to the following record and payable dates:



Record Date		Payable Date
March ~~10, 2017~~9, 2018		April ~~3, 2017~~2, 2018
May ~~12, 2017~~11, 2018		June ~~5, 2017~~4, 2018
August ~~11, 2017~~10, 2018		September ~~5, 2017~~4, 2018
December ~~8, 2017~~7, 2018		January 2, ~~2018~~2019

The dividend installments payable on April ~~3, 2017,~~2, 2018 and June ~~5, 2017 and September 5, 2017~~4, 2018 were paid as scheduled.

Note 9. Contingencies

Legal Proceedings

The Company is involved in a number of legal proceedings. The Company has made accruals with respect to these matters, where appropriate, which are reflected in the Company's Condensed Consolidated Financial Statements. For some matters, a liability is not probable or the amount cannot be reasonably estimated and therefore an accrual has not been made. However, where a liability is reasonably possible and may be material, such matters have been disclosed. The Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders.

Unless stated otherwise, the matters discussed below, if decided adversely to or settled by the Company, individually or in the aggregate, may result in a liability material to the Company's financial condition or results of operations.

ASDA Equal Value Claims

ASDA Stores Ltd. ("~~ASDA"~~Asda"), a wholly-owned subsidiary of the Company, is a defendant in over 10,000 ~~"equal value"~~equal value ("Equal Value") claims that begun in 2008 and are proceeding before an Employment Tribunal in Manchester (the "Employment Tribunal") in the United Kingdom ("UK") on behalf of current and former ~~ASDA~~Asda store employees, and further claims may be asserted in the future. The claimants allege that the work performed by female employees in ~~ASDA's~~Asda's retail stores is of equal value in terms of, among other things, the demands of their jobs compared to that of male employees working in ~~ASDA's~~Asda's warehouse and distribution facilities, and that the disparity in pay between these different job positions is not objectively justified. As a result, claimants are requesting differential back pay based on higher wage rates in the warehouse and distribution facilities and higher wage rates on a prospective basis.

On March 23, 2015, ~~ASDA~~Asda asked the Employment Tribunal to stay all proceedings and to "strike out" substantially all of the claims because the claimants had not adhered to the ~~Tribunal’s~~Tribunal's procedural rule for including multiple claimants on a the same claim form. On July 23, 2015, the Employment Tribunal denied ~~ASDA's~~Asda's requests. Following additional proceedings, on June 20, 2017, the Employment Appeal Tribunal ruled in favor of Asda on the "strike out" issue and remitted the matter to the

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~~20, 2017, the Employment Appeal Tribunal ruled in favor of ASDA on the "strike out" issue and remitted the matter to the~~ Employment Tribunal to determine whether the improperly filed claims should be struck out. On July 12, 2017, claimants sought permission from the Court of Appeals to appeal this ruling, which was granted on October 3, 2017. A hearing before the Court of Appeals is scheduled for October 23, 2018.

As to the initial phase of the Equal Value claims, on October 14, 2016, following a preliminary hearing, the Employment Tribunal ruled that claimants could compare their positions in ~~ASDA's~~Asda's retail stores with those of employees in ~~ASDA's~~Asda's warehouse and distribution facilities. On August 31, 2017, the Employment Appeal Tribunal affirmed the Employment Tribunal's ruling. The Employment Appeal Tribunal also granted permission for ~~ASDA~~Asda to appeal substantially all of its findings on August 31, 2017. ~~ASDA~~Asda sought permission to appeal the remainder of the Employment Appeal Tribunal's findings to the Court of Appeals on September 21, 2017. A hearing before the Court of Appeals is scheduled for October 10, 2018.

Claimants are now proceeding in the next phase of their claims. That phase will determine whether the work performed by the claimants is of equal value to the work performed by employees in ~~ASDA's~~Asda's warehouse and distribution facilities.

At present, the Company 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. The Company believes it has substantial factual and legal defenses to these claims, and intends to defend the claims vigorously.

National Prescription Opiate Litigation and Related Matters

In December 2017, the United States Judicial Panel on Multidistrict Litigation ordered numerous lawsuits filed against a wide array of defendants by various plaintiffs be consolidated, including counties, cities, healthcare providers, Native American tribes, 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. 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. The relief sought by various plaintiffs is compensatory and punitive damages, as well as injunctive relief including abatement. The Company 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. The Company believes it has substantial factual and legal defenses to these claims, and intends to defend the claims vigorously. The Company has also been responding to subpoenas, information requests and investigations from governmental entities related to nationwide controlled substance dispensing practices involving the sale of opioids. The Company can provide no assurance as to the scope and outcome of these matters and no assurance as to whether its business, financial condition or results of operations will not be materially adversely affected.

FCPA Investigation and Related Matters

The Audit Committee (the "Audit Committee") of the Board of Directors of the Company has been conducting an internal investigation into, among other things, alleged violations of the U.S. Foreign Corrupt Practices Act ("FCPA") and other alleged crimes or misconduct in connection with 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. The Audit Committee and the Company have engaged outside counsel from a number of law firms and other advisors who are assisting in the on-going investigation of these matters.

The Company has also been conducting a voluntary global review of its policies, practices and internal controls for anti-corruption compliance. The Company is engaged in strengthening its global anti-corruption compliance program through appropriate remedial anti-corruption measures. In November 2011, the Company voluntarily disclosed that investigative activity to the U.S. Department of Justice (the "DOJ") and the Securities and Exchange Commission (the "SEC"). Since the implementation of the global review and the enhanced anti-corruption compliance program, the Audit Committee and the Company have identified or been made aware of additional allegations regarding potential violations of the FCPA. When such allegations have been reported or identified, the Audit Committee and the Company, together with their third party advisors, have conducted inquiries and when warranted based on those inquiries, opened investigations. Inquiries or investigations regarding allegations of potential FCPA violations were commenced in a number of foreign markets where the Company operates, including, but not limited to, Brazil, China and India.

As previously disclosed, the Company is under investigation by the DOJ and the SEC regarding possible violations of the FCPA. The Company has been cooperating with the agencies and discussions have been ongoing regarding the resolution of these matters. These discussions have progressed to a point that, in fiscal 2018, the Company ~~can now~~ reasonably ~~estimate~~estimated a probable loss and has recorded an aggregate accrual of $283 million with respect to these matters (the "Accrual"). As the discussions are continuing, there can be no assurance as to the timing or the terms of the final resolution of these matters.

A number of federal and local government agencies in Mexico have also initiated investigations of these matters. Walmex is cooperating with the Mexican governmental agencies conducting these investigations. Furthermore, lawsuits relating to the matters under investigation have been filed by several of the Company's shareholders against it, certain of its current directors, and certain of its former directors, certain of its former officers and certain of Walmex's former officers.

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The Company could be exposed to a variety of negative consequences as a result of the matters noted above. There could be one or more enforcement actions 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 and the shareholder lawsuits referenced above may result in judgments against the Company and its current and former directors and officers named in those proceedings. The Company expects that there will be on-going media and governmental interest, including additional news articles from media publications on these matters, which could impact the perception among certain audiences of the Company's role as a corporate citizen.

In addition, the Company has incurred and expects to continue to incur costs in responding to requests for information or subpoenas seeking documents, testimony and other information in connection with the government investigations, in defending the shareholder lawsuits, and in conducting the review and investigations. These costs will be expensed as incurred. For the three ~~and nine~~ months ended ~~October 31,~~April 30, 2018 and 2017, ~~and 2016,~~ the Company incurred the following third-party expenses in connection with the FCPA investigation and related matters:

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	Three Months Ended October 31,				Nine Months Ended October 31,				Three Months Ended April 30,
(Amounts in millions)	2017		2016		2017		2016		2018		2017
Ongoing inquiries and investigations	$	2	$	24	$	22	$	68	$	4	$	13
Global compliance program and organizational enhancements	3		5		11		14		3		3
Total	$	5	$	29	$	33	$	82	$	7	$	16

The Company does not presently believe that these matters, including the Accrual (and the payment of the Accrual at some point-in-time in the future), will have a material adverse effect on its business, although given the inherent uncertainties in such situations, the Company can provide no assurance that these matters will not be material to its business in the future.

Note 10. Acquisitions, Disposals and ~~Related Items~~

The Company completed certain eCommerce acquisitions during the three and nine months ended October 31, 2017, which were immaterial, individually and in the aggregate, to the Company's Condensed Consolidated Financial Statements.

~~The following significant transaction primarily impacts the operations of the Company's Walmart U.S. segment:~~

~~Jet.com, Inc. ("jet.com")~~

In September 2016, the Company completed the acquisition of jet.com, a U.S.-based eCommerce company. The integration of jet.com into the Walmart U.S. segment is building upon the current eCommerce foundation, allowing for synergies from talent, logistical operations and access to a broader customer base. The total purchase price for the acquisition was $2.4 billion, net of cash acquired. The allocation of the purchase price includes $1.7 billion in goodwill and $0.6 billion in intangible assets. As part of the transaction, the Company will pay additional compensation of approximately $0.8 billion over a five-year period.Subsequent Events

The following significant transactions impact, or are expected to impact, the operations of the Company's Walmart International ~~segment:~~segment. Other immaterial transactions have also occurred or been announced.

Asda

In April 2018, the Company entered into a definitive agreement and announced the combination of J Sainsbury plc and Asda Group Limited ("Asda Group"), the Company's wholly owned UK retail subsidiary. Under the terms of the combination, the Company would receive approximately 42 percent of the share capital of the combined business. In addition, the Company would receive approximately £3 billion in cash, subject to customary closing adjustments, and retain obligations under the Asda Group defined benefit pension plan. Due to a complex regulatory review process, the outcome of which is uncertain and may take some time to complete, the held for sale classification criteria for the disposal group has not been met as of April 30, 2018. Upon the transaction closing, the Company would deconsolidate the financial statements of the Asda Group and the ongoing investment in the combined company would be accounted for as an equity method investment.

Suburbia

In April 2017, ~~one of~~ the ~~Company's subsidiaries~~Company sold Suburbia, the apparel retail division in Mexico, for $1.0 billion. As part of the sales agreement, the Company is also leasing certain real estate to the purchaser. The sale resulted in a pre-tax gain of $0.7 billion, of which $0.4 billion was recognized in the second quarter of fiscal 2018 in membership and other income, and the remainder was deferred and is being recognized over the lease terms of approximately 20 years.

~~Yihaodian~~Subsequent Events

In May 2018, the Company announced it will pay approximately $16 billion in exchange for approximately 77 percent of the outstanding shares of Flipkart Group ("Flipkart"). The investment includes $2 billion of new equity funding. Closing is expected later this calendar year, and JDis subject to regulatory approval. To finance the acquisition, the Company intends to use a combination of newly issued debt and cash on hand. Upon regulatory approval and the transaction closing, the Company would consolidate the financial statements of Flipkart with the Company's Condensed Consolidated Financial Statements.

In June ~~2016,~~2018, the Company ~~sold~~agreed to sell an 80 percent stake of Walmart Brazil to Advent International ("Advent"). Under the terms, the Company would receive up to $250 million in contingent consideration, Advent would contribute additional capital to the business over a three-year period, and Walmart would provide an indemnification for pre-closing tax and legal contingencies, as well as certain ~~assets relating~~other matters. Due to ~~Yihaodian,~~ its ~~eCommerce operations in China, including~~decision to sell, the ~~Yihaodian brand, website and application, to JD in exchange for Class A ordinary shares~~Company will record an estimated net loss of ~~JD representing~~ approximately ~~five percent of JD's outstanding ordinary shares on a fully diluted basis. The $1.5~~$4.5 billion ~~investment in JD is carried at cost and is included in other assets and deferred charges~~ in the ~~accompanying Consolidated Balance Sheets. The sale resulted in~~second quarter of fiscal 2019, a significant portion of which is due to the recognition of ~~a $535 million noncash gain, which was included~~cumulative foreign currency translation losses. The transaction is subject to regulatory approval and is expected to close in ~~membership and other income. Subsequently, during~~the second half of fiscal ~~2017,~~2019. Upon closing, the Company ~~purchased $1.9 billion~~would deconsolidate the financial statements of ~~additional JD shares classified~~Walmart Brazil and account for its remaining 20 percent ownership interest as ~~available for sale securities, representing~~ an ~~incremental ownership percentage of approximately five percent, for a total ownership of approximately ten percent of JD's outstanding ordinary shares.~~equity method investment.

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Note 11. Segments and Disaggregated Revenue

Segments

The Company is engaged in the operation of retail, wholesale and ~~wholesale operations~~other units, as well as eCommerce websites, located inthroughout the U.S., Africa, Argentina, Brazil, Canada, Central America, Chile, China, India, Japan, Mexico and the United ~~Kingdom, as well as countries located in Africa and Central America.~~Kingdom. The Company's operations are conducted in three ~~business~~reportable segments: Walmart U.S., Walmart International and Sam's Club. The Company defines its segments as those operations whose results ~~its~~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.~~services entity wide.

The Walmart U.S. segment includes the Company's mass merchant concept in the U.S. ~~operating under the "Walmart" or "Wal-Mart" brands,~~, as well as ~~digital retail.~~eCommerce. The Walmart International segment consists of the Company's operations outside of the U.S., ~~including various retail websites.~~as well as eCommerce. The Sam's Club segment includes the warehouse membership clubs in the U.S., as well as ~~digital retail.~~eCommerce. Corporate and support consists of corporate overhead and other items not allocated to any of the Company's 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, the Company revises the measurement of each segment's operating income, including any corporate overhead allocations, as determined by the information regularly reviewed by its CODM. ~~When~~In fiscal 2019, the ~~measurement~~Company revised certain of ~~a segment changes, previous~~its corporate overhead allocations to the operating segments and, accordingly, revised prior period amounts ~~and balances are reclassified to be comparable to the current period's presentation.~~

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for comparability.

Net sales by segment are as follows:


	Three Months Ended October 31,				Nine Months Ended October 31,				Three Months Ended April 30,
(Amounts in millions)	2017		2016		2017		2016		2018		2017
Net sales:
Walmart U.S.	$	77,724	$	74,550	$	231,898	$	224,086	$	77,748	$	75,436
Walmart International	29,548		28,390		84,976		85,094		30,260		27,097
Sam's Club	14,864		14,236		43,737		42,387		13,622		13,993
Net sales	$	122,136	$	117,176	$	360,611	$	351,567	$	121,630	$	116,526

Operating income by segment, as well as operating loss for corporate and support, interest, net, and ~~loss on extinguishment of debt~~unrealized (gains) and losses are as follows:


	Three Months Ended October 31,						Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions)	2017			2016			2017			2016			2018			2017
Operating income (loss):
Walmart U.S.	$	4,030		$	3,999		$	12,917		$	12,750		$	3,927		$	4,052
Walmart International	1,249			1,354			4,004			4,245			1,265			1,139
Sam's Club	447			396			1,265			1,281			325			399
Corporate and support	(962		)	(630		)	(2,216		)	(1,717		)	(363		)	(353		)
Operating income	4,764			5,119			15,970			16,559			5,154			5,237
Interest, net	541			585			1,679			1,712			487			563
Loss on extinguishment of debt	1,344			—			2,132			—
Unrealized (gains) and losses													1,845			—
Income before income taxes	$	2,879		$	4,534		$	12,159		$	14,847		$	2,822		$	4,674

Disaggregated Revenues

In the following tables, segment net sales are disaggregated by either merchandise category or market. In addition, net sales related to eCommerce are provided for each segment, which include omni-channel sales, where a customer initiates an order online and the order is fulfilled through a store or club.



(Amounts in millions)	Three Months Ended April 30, 2018
Walmart U.S. net sales by merchandise category	Three Months Ended April 30, 2018
Grocery	$	43,860
General merchandise	24,174
Health and wellness	9,128
Other categories	586
Total	$	77,748

Of Walmart U.S.'s total net sales, approximately $3.2 billion relates to eCommerce for the three months ended April 30, 2018.

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(Amounts in millions)	Three Months Ended April 30, 2018
Walmart International net sales by market	Three Months Ended April 30, 2018
Mexico and Central America	$	7,684
United Kingdom	7,515
Canada	4,254
China	3,205
Other	7,602
Total	$	30,260

Of International's total net sales, approximately $1.0 billion relates to eCommerce for the three months ended April 30, 2018.



(Amounts in millions)	Three Months Ended April 30, 2018
Sam’s Club net sales by merchandise category	Three Months Ended April 30, 2018
Grocery and consumables	$	8,012
Fuel, tobacco and other categories	2,919
Home and apparel	1,202
Health and wellness	801
Technology, office and entertainment	688
Total	$	13,622

Of Sam's Club's total net sales, approximately $0.6 billion relates to eCommerce for the three months ended April 30, 2018.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

~~Wal-Mart Stores,~~Walmart Inc. ("Walmart," the "Company" or "we") is engaged in retail and wholesale operations in various formats around the world. Through our operations, we help people around the world save money and live better – anytime and anywhere – in retail stores orand through ~~our eCommerce and mobile capabilities.~~eCommerce. Through innovation, we are striving to create a customer-centric experience that seamlessly integrates digital and physical shopping ~~and~~into an omni-channel offering that saves time for our customers. Physical retail encompasses our brick and mortar presence in each of the markets in which we operate. Digital retail, or eCommerce, is comprised of our eCommerce websites, ~~and~~ mobile commerce ~~applications.~~applications and transactions involving both an eCommerce platform and a physical format, which we refer to as omni-channel. Each week, we serve ~~over 260~~nearly 270 million customers who visit our more than ~~11,600~~11,700 stores and numerous eCommerce websites under 5965 banners in 28 ~~countries and eCommerce 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. By leading on price we 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 our cost savings can be passed along to our customers. Our physical and digital ~~and physical~~ presence, in which we ~~continue~~are investing to integrate into a seamless omni-channel, provides customers convenient access to our broad assortment anytime and anywhere. We strive to give our customers and members a great ~~digital and physical~~ shopping ~~experience.~~experience through whichever shopping method they prefer.

Our operations consist of three reportable segments: Walmart U.S., Walmart International and Sam's Club.

Walmart U.S. is our largest segment with three primary store formats and eCommerce, as well as ~~digital retail, including recent acquisitions of several eCommerce entities such as Jet.com, Inc.~~an omni-channel offering. Of our three reportable segments, Walmart U.S. has historically had the highest gross profit as a percentage of net sales ("gross profit rate"). In addition, it has historically contributed the greatest amount to the Company's net sales and operating income.

~~��~~

Walmart International consists of our operations outside of the U.S. and includes retail, wholesale and other businesses. These businesses consist of numerous formats, including supercenters, supermarkets, hypermarkets, warehouse clubs, including Sam's Clubs, cash & carry, home improvement, specialty electronics, drug stores and convenience stores, as well as digital retail. 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, and expanding digital retail.

Walmart International consists of our operations outside of the U.S. and includes retail, wholesale and other businesses. These categories, including eCommerce, consist of many formats, including: supercenters, supermarkets, hypermarkets, warehouse clubs (including Sam's Clubs) and cash & carry. 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 in recent years by adding retail, wholesale and other units, and expanding eCommerce.

Sam's Club consists of membership-only warehouse clubs as well as ~~digital retail.~~eCommerce through samsclub.com. 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.

Each of our segments contributes to the Company's operating results differently. Each, however, has generally maintained a consistent contribution rate to the Company's net sales and operating income in recent years other than minor changes to the contribution rate for the Walmart International segment due to fluctuations in currency exchange rates. Recently, including events subsequent to April 30, 2018, we took some strategic actions to further position our portfolio for long-term growth. These actions included the recently announced:

Acquisition of Flipkart Group ("Flipkart"), an Indian eCommerce company, for approximately $16 billion in exchange for approximately 77 percent of the outstanding shares of Flipkart Group. Closing is expected later this calendar year, and is subject to regulatory approval. Upon closing and consolidating the financial statements of Flipkart, we expect the ongoing operations of Flipkart to negatively impact fiscal 2019 net income.

Combination of J Sainsbury plc and Asda Group Limited ("Asda"), our wholly owned United Kingdom retail subsidiary. Under the terms, we would receive approximately 42 percent of the share capital of the combined business and approximately £3.0 billion in cash, subject to customary closing adjustments, while retaining obligations under the Asda defined benefit pension plan. Due to a complex regulatory review process, the outcome of which is uncertain and may take some time to complete, the held for sale classification criteria for the disposal group has not been met as of April 30, 2018. Upon meeting the held for sale classification criteria for the disposal group, we expect to recognize a loss, the amount of which may fluctuate based on the changes in the value of share capital received and foreign exchange rates.

Divestiture of 80% of Walmart Brazil to Advent International (“Advent”). Under the terms, we would receive up to $250 million in contingent consideration, Advent would contribute additional capital to the business over a three-year period, and we would provide an indemnification for pre-closing tax and legal contingencies, as well as certain other matters. Due to our decision to sell, we will record an estimated net loss of approximately $4.5 billion in the second quarter of fiscal 2019, a significant portion of which is due to the recognition of cumulative foreign currency

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translation losses. The transaction is subject to regulatory approval and is expected to close in the second half of fiscal 2019.

Pending divestitures of banking operations in Walmart Canada and Walmart Chile, both classified as held for sale as of April 30, 2018, and subject to closing procedures, consistent with our focus on core retail capabilities.

Our fiscal year ends on January 31 for our U.S. and Canadian operations. We consolidate all other operations generally using a one-month lag and on a calendar year basis. Our business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as weather patterns. Historically, our highest sales volume and operating income have occurred in the fiscal quarter ending January 31.

This discussion, which presents our results for periods occurring in the fiscal year ending January 31, ~~2018~~2019 ("fiscal ~~2018"~~2019") and the fiscal year ended January 31, ~~2017~~2018 ("fiscal ~~2017"~~2018"), should be read in conjunction with our Condensed Consolidated Financial Statements as of and for the three ~~and nine~~ months ended ~~October 31, 2017,~~April 30, 2018, and the accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as our Consolidated Financial Statements as of and for the year ended January 31, ~~2017,~~2018, the accompanying notes and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report ~~to Shareholders~~of Form 10-K for the year ended January 31, ~~2017, and~~2018 incorporated by ~~reference in, and included as Exhibit 13 to, our Annual Report on Form 10-K for the fiscal year ended January 31, 2017.~~reference.

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period and the primary factors that accounted for those changes. We also discuss certain performance metrics that management uses to assess the Company's performance. Additionally, the discussion provides information about the financial results of each of the three segments of our business to provide a better understanding of how each of those segments and its results of operations affect the financial condition and results of operations of the Company as a whole.

Throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations, we discuss segment operating income, comparable store and club sales and other measures. Management measures the results of the Company's segments using each segment's operating income, including certain corporate overhead allocations, as well as other measures. From time to time, we revise the measurement of each segment's operating income ~~including certain corporate overhead~~

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~~allocations,~~ and other measures as determined by the information regularly reviewed by our chief operating decision maker. ~~When we do so,~~In fiscal 2019, the ~~previous~~Company revised certain of its corporate overhead allocations to the operating segments and, accordingly, revised prior period amounts ~~and balances are reclassified to conform to the current period's presentation.~~for comparability.

Comparable store and club sales, or comparable sales, is a metric that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs, including eCommerce sales, for a particular period from the corresponding period in the previous year. Walmart's definition of comparable sales includes sales from stores and clubs open for the previous 12 months, including remodels, relocations, expansions and conversions, as well as eCommerce sales. We measure the eCommerce sales impact by including ~~those sales initiated through websites and mobile commerce applications and fulfilled through our eCommerce distribution facilities, as well as an estimate for~~all sales initiated online ~~and on our~~or though mobile ~~commerce~~ applications, ~~but~~including omni-channel transactions which are fulfilled through our stores and clubs. Sales ofat a store that has changed in format are excluded from comparable sales when the conversion of that store is accompanied by a relocation or expansion that results in a change in the store's retail square feet of more than five percent. Additionally, sales related to eCommerce acquisitions are excluded ~~from comparable sales~~ until such acquisitions have been owned for 12 months. Comparable sales are also referred to as "same-store" sales by others within the retail industry. The method of calculating comparable sales varies across the retail industry. As a result, our calculation of comparable sales is not necessarily comparable to similarly titled measures reported by other companies.

In discussing our operating results, we use the term "currency exchange rates" to refer to the currency exchange rates we use to convert the operating results for all countries where the functional currency is not the U.S. dollar into U.S. dollars for financial reporting purposes. We calculate the effect of changes in currency exchange rates from the prior period to the current period as the difference between current period activity translated using the current period's currency exchange rates, and current period activity translated using the comparable prior year period's currency exchange rates. Throughout our discussion, we refer to the results of this calculation as the impact of currency exchange rate fluctuations. Volatility in currency exchange rates may impact the results, including net sales and operating income, of the Company and the Walmart International segment in the future.

The Retail Industry

We operate in the highly competitive retail industry in all of the markets we serve. We face strong sales competition from other discount, department, drug, dollar, variety and specialty stores, warehouse clubs and supermarkets, as well as eCommerce ~~and catalog~~ businesses. Many of these competitors are national, regional or international chains or have a national or international online presence. We compete with a number of companies for prime retail site locations, as well as in attracting and retaining quality employees ~~(whom we call "associates"~~("associates"). We, along with other retail companies, are influenced by a number of factors including, but not limited to: catastrophic events, weather, competitive pressures, consumer disposable income, consumer debt levels and buying patterns, consumer credit availability, cost of goods, currency exchange rate fluctuations, customer preferences, deflation, inflation, fuel and energy prices, general economic conditions, insurance costs, interest rates, labor costs, tax rates, cybersecurity attacks and unemployment.

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Company Performance Metrics

We are committed to helping customers save money and live better through everyday low prices, supported by everyday low costs. At times, we adjust our business strategies to maintain and strengthen our competitive positions in the countries in which we operate. We ~~recently redefined~~define our financial framework as:

strong, efficient growth;

operating discipline; and

strategic capital allocation.

As we execute on this financial framework, we believe our returns on capital will improve over time.

Strong, Efficient Growth

Our objective of prioritizing strong, efficient growth means we will focus on increasing comparable store and club sales and accelerating eCommerce sales growth while slowing the rate of growth of new stores and clubs. At times, we make strategic investments which are focused on the long-term growth of the ~~Company, which may not benefit comparable sales in the near term.~~Company.

Comparable sales is a metric that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs, including eCommerce sales, for a particular period over the corresponding period in the previous year. The retail industry generally reports comparable sales using the retail calendar (also known as the 4-5-4 calendar). To be consistent with the retail industry, we provide comparable sales using the retail calendar in our quarterly earnings releases. However, when we discuss our comparable sales below, we are referring to our calendar comparable sales calculated using our fiscal calendar. As our fiscal calendar differs from the retail calendar, our fiscal calendar comparable sales also differ from the retail calendar comparable sales provided in our quarterly earnings releases. Calendar comparable sales, as well as the impact of fuel, for the three ~~and nine~~ months ended ~~October 31,~~April 30, 2018 and 2017, ~~and 2016,~~ were as follows:


	Three Months Ended October 31,								Nine Months Ended October 31,								Three Months Ended April 30,
	2017		2016		2017		2016		2017		2016		2017		2016		2018		2017		2018		2017
	With Fuel				Fuel Impact				With Fuel				Fuel Impact				With Fuel				Fuel Impact
Walmart U.S.	2.9	%	0.8	%	0.1	%	0.0	%	1.9	%	1.7	%	0.1	%	0.0	%	2.4	%	1.1	%	0.1	%	0.1	%
Sam's Club	4.2	%	0.6	%	1.2	%	(0.7	)%	2.6	%	(0.3	)%	0.9	%	(1.4	)%	5.3	%	2.1	%	1.4	%	1.4	%
Total U.S.	3.1	%	0.8	%	0.2	%	(0.1	)%	2.0	%	1.4	%	0.2	%	(0.2	)%	2.8	%	1.2	%	0.3	%	0.2	%

Comparable sales in the U.S., including fuel, increased ~~3.1% and 2.0%~~2.8% for the three ~~and nine~~ months ended ~~October 31, 2017, respectively,~~April 30, 2018, when compared to the same ~~periods~~period in the previous fiscal year. Total U.S. comparable sales were positively impacted by continued traffic improvement and higher eCommerce sales at ~~both Walmart U.S. and Sam's Club and the impact of hurricanes within~~ both Walmart U.S. and Sam's Club. eCommerce sales positively impacted comparable sales by approximately ~~0.7%~~1.0% and 0.8% for the three ~~and nine~~ months ended ~~October 31, 2017~~April 30, 2018 for ~~both~~ Walmart U.S. and Sam's Club, respectively.

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Operating Discipline

We operate with discipline by managing expenses and optimizing the efficiency of how we work. We measure operating discipline through expense leverage, which we define as net sales growing at a faster rate than operating expenses.


	Three Months Ended October 31,						Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions, except unit counts)	2017			2016			2017			2016			2018			2017
Net sales	$	122,136		$	117,176		$	360,611		$	351,567		$	121,630		$	116,526
Percentage change from comparable period	4.2		%	0.5		%	2.6		%	0.5		%	4.4		%	1.3		%
Operating, selling, general and administrative expenses	$	26,868		$	25,576		$	77,350		$	74,865		$	25,829		$	24,617
Percentage change from comparable period	5.1		%	5.5		%	3.3		%	5.4		%	4.9		%	2.2		%
Operating, selling, general and administrative expenses as a percentage of net sales	22.0		%	21.8		%	21.4		%	21.3		%	21.2		%	21.1		%

For the three ~~and nine~~ months ended ~~October 31, 2017,~~April 30, 2018, operating, selling, general and administrative ("operating") expenses as a percentage of net sales increased ~~17 and 16~~11 basis points ~~respectively,~~ when compared to the same periods in the previous fiscal year. ~~For both the three and nine months ended October 31, 2017~~As a result, we did not leverage expenses primarily due to investments we are making in eCommerce and technology as well as a ~~legal accrual of $283 million~~charge related to the ~~FCPA matter, the impact from hurricanes within both Walmart U.S. and Sam's Club, an impairment of approximately $150 million due to the decision to exit certain properties in one~~pending divestiture of our ~~international markets~~banking operations in Canada and ~~continued investments~~continuing expenses related to disposal and closure events, which began in ~~eCommerce and technology. Improved operating efficiency in our stores partially offset these charges.~~the fourth quarter of fiscal 2018.

Strategic Capital Allocation

We are allocating more capital to store remodels, eCommerce, technology and supply chain and less to new store and club openings, when compared to prior years. This allocation aligns with our initiatives of improving our customer proposition in stores and clubs and integrating digital and physical shopping. The following table provides additional detail:


(Amounts in millions)	Nine Months Ended October 31,				Three Months Ended April 30,
Allocation of Capital Expenditures	2017		2016		2018		2017
New stores and clubs, including expansions and relocations	$	712	$	1,733
Remodels	1,660		1,343		$	475	$	447
eCommerce, technology, supply chain and other	2,863		2,612		805		767
New stores and clubs, including expansions and relocations					103		305
Total U.S.	5,235		5,688		1,383		1,519
Walmart International	1,673		1,771		435		471
Total capital expenditures	$	6,908	$	7,459	$	1,818	$	1,990

~~Total U.S.~~Although capital expenditures ~~decreased $453 million for the nine months ended October 31, 2017, when compared to the same period~~remained relatively flat in ~~the previous fiscal year. Capital expenditures related to new stores and clubs, including expansions and relocations, decreased $1.0 billion, partially offset by increases to~~total, how we expended capital ~~expenditures for remodels and for eCommerce, technology, supply chain and other. These changes were a result of~~varied consistent with our shift in capital allocation ~~strategy to support growth in comparable store and club sales and eCommerce, while slowing the rate at which we open new stores and clubs.~~strategy.

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Returns

As we execute our financial framework, we believe our ~~returns~~return on capital will improve over time. We measure ~~returns~~return on capital with our return on investment and free cash flow metrics. In addition, we provide returns in the form of share repurchases and dividends, which are discussed in the Liquidity and Capital Resources section.

Return on Assets and Return on Investment

We include Return on Assets ("ROA"), the most directly comparable measure based on our financial statements presented in accordance with generally accepted accounting principles in the U.S. ("GAAP"), and Return on Investment ("ROI") as metrics to assess returns on assets. While ROI is considered a non-GAAP financial measure, management believes ROI is a meaningful metric to share with investors because it helps investors assess how effectively Walmart is deploying its assets. Trends in ROI can fluctuate over time as management balances long-term potential strategic initiatives with possible short-term impacts. ROA was ~~5.8%~~4.8% and ~~7.3%~~7.1% for the trailing twelve months ended ~~October 31,~~April 30, 2018 and 2017, ~~and 2016,~~ respectively. The decline in ROA was primarily due to the ~~loss~~losses on extinguishment of debt of $3.1 billion and the decrease in operating income over the trailing twelve months ended ~~October 31, 2017.~~April 30, 2018. ROI was ~~14.7%~~13.9% and ~~15.0%~~15.1% for the trailing twelve months ended ~~October 31,~~April 30, 2018 and 2017, ~~and 2016,~~ respectively. The decline in ROI was primarily due to the decrease in operating income over the trailing twelve months ended ~~October 31, 2017.~~April 30, 2018.

We define ROI as adjusted operating income (operating income plus interest income, depreciation and amortization, and rent expense) for the ~~fiscal year or~~ trailing 12 months divided by average invested capital during that period. We consider average invested capital to be the average of our beginning and ending total assets, plus average accumulated depreciation and average ~~accumulated~~ amortization, less average accounts payable and average accrued liabilities for that period, plus a rent factor equal to the rent for the fiscal year or trailing 12 months multiplied by a factor of ~~eight.~~8. When we have discontinued operations, we exclude the impact of the discontinued operations.

Our calculation of ROI is considered a non-GAAP financial measure because we calculate ROI using financial measures that exclude and include amounts that are included and excluded in the most directly comparable GAAP financial ~~measure calculated and presented in accordance with GAAP.~~measure. For example, we exclude the impact of depreciation and amortization from our reported operating income in calculating the numerator of our calculation of ROI. In addition, we include a factor of ~~eight~~8 for rent expense that estimates the hypothetical capitalization of our operating leases. As mentioned above, we consider ~~ROA~~return on assets to be the financial measure computed in accordance with ~~GAAP that is the~~generally accepted accounting principles most directly comparable ~~financial measure~~ to our calculation of ROI. ROI differs from ROA (which is consolidated net income for the period divided by average total assets for the period) because ROI: adjusts operating income to exclude certain expense items and adds interest income; adjusts total assets for the impact of accumulated depreciation and amortization, accounts payable and accrued liabilities; and incorporates a factor of rent to arrive at total invested capital. Because of the adjustments mentioned above, we believe ROI more accurately measures how we are deploying our key assets and is more meaningful to investors than ROA.

Although ROI is a standard financial ~~metric,~~measure, numerous methods exist for calculating a company's ROI. As a result, the method used by management to calculate our ROI may differ from the methods used by other companies to calculate their ROI.

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The calculation of ROA and ROI, along with a reconciliation of ROI to the calculation of ROA, the most comparable GAAP financial measure, is as follows:


	For the Trailing Twelve Months Ending October 31,						For the Trailing Twelve Months Ending April 30,
(Amounts in millions)	2017			2016			2018			2017
CALCULATION OF RETURN ON ASSETS
Numerator
Consolidated net income	$	12,146		$	15,055		$	9,647		$	14,229
Denominator
Average total assets⁽¹⁾	$	208,136		$	206,001		$	202,323		$	199,212
Return on assets (ROA)	5.8		%	7.3		%	4.8		%	7.1		%

CALCULATION OF RETURN ON INVESTMENT
Numerator
Operating income	$	22,175		$	23,201		$	20,354		$	22,726
+ Interest income	145			86			160			111
+ Depreciation and amortization	10,533			9,805			10,656			10,243
+ Rent	2,667			2,610			3,036			2,601
= Adjusted operating income	$	35,520		$	35,702		$	34,206		$	35,681

Denominator
Average total assets⁽¹⁾	$	208,136		$	206,001		$	202,323		$	199,212
+ Average accumulated depreciation and amortization⁽¹⁾	79,253			73,357			81,862			76,115
- Average accounts payable⁽¹⁾	45,289			41,772			42,990			39,682
- Average accrued liabilities⁽¹⁾	21,500			20,371			20,245			19,657
+ Rent x 8	21,336			20,880			24,288			20,808
= Average invested capital	$	241,936		$	238,095		$	245,238		$	236,796
Return on investment (ROI)	14.7		%	15.0		%	13.9		%	15.1		%


	As of October 31,						As of April 30,
	2017		2016		2015		2018		2017		2016
Certain Balance Sheet Data
Total assets	$	209,414	$	206,857	$	205,144	$	204,927	$	199,718	$	198,705
Accumulated depreciation and amortization	82,445		76,061		70,652		84,964		78,760		73,469
Accounts payable	47,587		42,990		40,553		44,612		41,367		37,997
Accrued liabilities	21,757		21,243		19,499		20,782		19,708		19,605

(1) The average is based on the addition of the account balance at the end of the current period to the account balance at the end of the prior period and dividing by 2.

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Free Cash Flow

Free cash flow is considered a non-GAAP financial measure. Management believes, however, that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating the Company's financial performance. Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. See Liquidity and Capital Resources for discussions of GAAP metrics including net cash provided by operating activities, net cash used in investing activities and net cash used in financing activities.

We define free cash flow as net cash provided by operating activities in a period minus payments for property and equipment made in ~~that~~the same period. We had net cash provided by operating activities of ~~$17.1~~$5.2 billion and ~~$19.8~~$5.4 billion for the ~~nine~~three months ended ~~October 31,~~April 30, 2018 and 2017, ~~and 2016, respectively. We generated free cash flow of $10.2 billion and $12.3 billion for the nine months ended October 31, 2017 and 2016,~~ respectively. The ~~decreases~~decrease in net cash provided by operating activities ~~and free cash flow were~~was due to the timing of ~~payments and an increase in incentive payments, as well as lapping prior year's improvements in working capital management.~~payments. We generated free cash flow of $3.3 billion for the three months ended April 30, 2018, which was relatively flat compared to $3.4 billion for the three months ended April 30, 2017.

Walmart's definition of free cash flow is limited in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to our Condensed Consolidated Statements of Cash Flows.

Although other companies report their free cash flow, numerous methods may exist for calculating a company's free cash flow. As a result, the method used by Walmart's management to calculate our free cash flow may differ from the methods used by other companies to calculate their free cash flow.

The following table sets forth a reconciliation of free cash flow, a non-GAAP financial measure, to net cash provided by operating activities, which we believe to be the GAAP financial measure most directly comparable to free cash flow, as well as information regarding net cash used in investing activities and net cash used in financing activities.


	Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions)	2017			2016⁽¹⁾			2018			2017
Net cash provided by operating activities	$	17,060		$	19,781		$	5,161		$	5,385
Payments for property and equipment	(6,908		)	(7,459		)	(1,818		)	(1,990		)
Free cash flow	$	10,152		$	12,322		$	3,343		$	3,395

Net cash used in investing activities⁽²⁾⁽¹⁾	$	(5,871	)	$	(11,050	)	$	(1,682	)	$	(1,861	)
Net cash used in financing activities	(11,416		)	(11,272		)	(2,486		)	(3,972		)

(1) ~~Reclassifications made due to the adoption of ASU 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~.

~~(2)~~ "Net cash used in investing activities" includes payments for property and equipment, which is also included in our computation of free cash flow.

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Results of Operations

Consolidated Results of Operations


	Three Months Ended October 31,						Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions, except unit counts)	2017			2016			2017			2016			2018			2017
Total revenues	$	123,179		$	118,179		$	364,076		$	354,937		$	122,690		$	117,542
Percentage change from comparable period	4.2		%	0.7		%	2.6		%	0.7		%	4.4		%	1.4		%
Net sales	$	122,136		$	117,176		$	360,611		$	351,567		$	121,630		$	116,526
Percentage change from comparable period	4.2		%	0.5		%	2.6		%	0.5		%	4.4		%	1.3		%
Total U.S. calendar comparable store and club sales increase	3.1		%	0.8		%	2.0		%	1.4		%
Total U.S. calendar comparable sales increase													2.8		%	1.2		%
Gross profit margin as a percentage of net sales	25.0		%	25.3		%	24.9		%	25.1		%	24.6		%	24.8		%
Operating income	$	4,764		$	5,119		$	15,970		$	16,559		$	5,154		$	5,237
Operating income as a percentage of net sales	3.9		%	4.4		%	4.4		%	4.7		%	4.2		%	4.5		%
Unrealized (gains) and losses													$	1,845		—
Consolidated net income	$	1,904		$	3,202		$	8,160		$	10,307		$	2,276		$	3,152
Unit counts at period end	11,703			11,593			11,703			11,593			11,717			11,723
Retail square feet at period end	1,160			1,157			1,160			1,157			1,157			1,166

Our total revenues, which are mostly comprised of net sales, but also include membership and other income, increased ~~$5.0~~$5.1 billion or 4.2% and $9.1 billion or 2.6% for the three and nine months ended October 31, 2017, respectively, when compared to the same periods in the previous fiscal year. Net sales increased 4.2% and 2.6% for the three and nine months ended October 31, 2017, when compared to the same periods in the previous fiscal year, respectively, primarily due to overall positive comparable sales, 0.3% year-over-year growth in consolidated retail square feet and sales from recent eCommerce acquisitions. Additionally,4.4% for the three months ended October 31, 2017, fluctuations in currency exchange rates benefited net sales by $0.5 billion and, for the nine months ended October 31, 2017, fluctuations in currency exchange rates negatively impacted net sales by $1.7 billion.

~~Our gross profit rate decreased 29 and 13 basis points for the three and nine months ended October 31, 2017, respectively,~~April 30, 2018. when compared to the same periods in the previous fiscal year. The ~~decreases~~increase in revenues was due to an increase in net sales, which was primarily due to overall positive comparable sales in all of our segments and year-over-year net growth in retail square feet of 0.6% in the Walmart U.S. segment, partially offset by club closures in the Sam's Club segment. Additionally, for the three ~~and nine~~ months ended ~~October 31, 2017 were~~April 30, 2018, fluctuations in currency exchange rates positively impacted net sales by $1.9 billion.

Our gross profit rate decreased 15 basis points for the three months ended April 30, 2018, when compared to the same period in the previous fiscal year. The decrease for the three months ended April 30, 2018 was due to strategic price investments and higher fuel costs at the ~~mix impact from eCommerce~~Walmart U.S. and ~~the estimated impact from hurricanes in the U.S.~~Sam's Club segments.

~~For the three and nine months ended October 31, 2017, operating~~Operating expenses as a percentage of net sales increased ~~17 and 16~~11 basis points ~~respectively,~~for the three months ended April 30, 2018, when compared to the same periods in the previous fiscal year, primarily due to a legal accrual of $283 million related to the FCPA matter, estimated impact from hurricanes in the U.S., an impairment of approximately $150 million due the decision to exit certain properties in one of our international markets and continued investments in eCommerce and ~~technology. Improved operating efficiency in~~technology and the charge related to the pending divestiture of our ~~stores~~Canada banking operations of approximately $81 million. Currency fluctuations partially offset these charges.

~~For~~Unrealized losses were $1.8 billion for the three ~~and nine~~ months ended ~~October 31, 2017, loss on extinguishment~~April 30, 2018, primarily as a result of ~~debt was $1.3 billion and $2.1 billion, respectively,~~the decrease in the market value of our investment in JD.com. Beginning in fiscal 2019 due to the ~~early extinguishment~~adoption of ~~long-term debt which allowed us to retire higher rate debt to reduce interest expense~~the new financial instrument standard, changes in ~~future periods.~~fair value are recognized in unrealized gains and losses in the Condensed Consolidated Statements of Income.

Our effective income tax rate was ~~33.9% and 32.9%~~19.3% for the three ~~and nine~~ months ended ~~October 31, 2017, respectively,~~April 30, 2018, compared to ~~29.4% and 30.6%~~32.6%, ~~respectively,~~ for the same ~~periods~~period in the previous fiscal year. The decrease in the effective income tax rate for the three months ended April 30, 2018 was primarily due to the Tax Cuts and Jobs Act of 2017 and related accounting standards updates. Our effective income tax rate may fluctuate from quarter to quarter as a result of factors including changes in our assessment of certain tax contingencies, valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items and the mix of earnings among our U.S. operations and international operations, which are subject to statutory rates that are generally lower than the U.S. statutory rate. ~~The increase in the effective~~

Consolidated net income ~~tax rate~~decreased $0.9 billion for ~~the~~ three months ended ~~October 31, 2017~~April 30, 2018, when compared to the same period in the previous fiscal year. The decrease was ~~primarily~~ due to ~~a $283 million accrual related to~~ the ~~FCPA matter discussed~~unrealized loss on our investment in ~~Part I, Item 1, Note 9~~.

~~As a result of~~JD.com, which was partially offset by the other factors discussed ~~above, we reported $1.9 billion and $8.2 billion of consolidated net income for the three and nine months ended October 31, 2017, respectively.~~above. Diluted net income per common share attributable to Walmart ~~("EPS")~~ was ~~$0.58 and $2.54~~$0.72 for the three ~~and nine~~ months ended ~~October 31, 2017, respectively,~~April 30, 2018, which ~~represent declines~~represents a decline of ~~$0.40 and $0.62, respectively,~~$0.28, when compared to the same ~~periods~~period in the previous fiscal year.

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Walmart U.S. Segment


	Three Months Ended October 31,						Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions, except unit counts)	2017			2016			2017			2016			2018			2017
Net sales	$	77,724		$	74,550		$	231,898		$	224,086		$	77,748		$	75,436
Percentage change from comparable period	4.3		%	2.5		%	3.5		%	3.3		%	3.1		%	2.9		%
Calendar comparable sales increase	2.9		%	0.8		%	1.9		%	1.7		%	2.4		%	1.1		%
Operating income	$	4,030		$	3,999		$	12,917		$	12,750		$	3,927		$	4,052
Operating income as a percentage of net sales	5.2		%	5.4		%	5.6		%	5.7		%	5.1		%	5.4		%
Unit counts at period end	4,752			4,648			4,752			4,648			4,761			4,692
Retail square feet at period end	703			697			703			697			705			701

Net sales for the Walmart U.S. segment increased ~~$3.2~~$2.3 billion or ~~4.3% and $7.8 billion or 3.5%~~3.1% for the three ~~and nine~~ months ended ~~October 31, 2017, respectively,~~April 30, 2018, when compared to the same ~~periods~~period in the previous fiscal year. The ~~increases~~increase in net sales ~~were~~was primarily due to increases in comparable sales of ~~2.9%~~2.4% and ~~1.9% for the three and nine months ended October 31, 2017, respectively,~~ year-over-year net growth in retail square feet of ~~0.9% and sales from recent eCommerce acquisitions.~~0.6%.

Gross profit rate decreased ~~36 and 13~~23 basis points for the three ~~and nine~~ months ended ~~October 31, 2017, respectively,~~April 30, 2018, when compared to the same ~~periods~~period in the previous fiscal year. The ~~decreases for the three and nine months ended October 31, 2017 were~~decrease was primarily due to ~~the continued execution of our~~ price ~~investment strategy, the mix impact~~investments as well as higher transportation expenses, resulting from ~~eCommerce~~higher fuel costs and ~~the estimated impact from hurricanes. The decreases were partially offset by the impact of savings from procuring merchandise.~~third-party trucking rates.

~~For the three months ended October 31, 2017, operating~~Operating expenses as a percentage of ~~segment~~ net sales ~~decreased 10~~increased 11 basis points for the three months ended April 30, 2018, when compared to the same period in the previous fiscal year, primarily due to ~~improved store operating efficiencies partially offset by~~ continued investments in eCommerce and technology. ~~For the nine months ended October 31, 2017, operating expenses as a percentage of segment net sales was relatively flat.~~

As a result of the factors discussed above, ~~segment~~ operating income ~~increased $31 million and $167~~decreased $125 million for the three ~~and nine~~ months ended ~~October 31, 2017, respectively,~~April 30, 2018, when compared to the same ~~periods~~period in the previous fiscal year.

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Walmart International Segment


	Three Months Ended October 31,						Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions, except unit counts)	2017			2016			2017			2016			2018			2017
Net sales	$	29,548		$	28,390		$	84,976		$	85,094		$	30,260		$	27,097
Percentage change from comparable period	4.1		%	(4.8		)%	(0.1		)%	(6.2		)%	11.7		%	(3.5		)%
Operating income	$	1,249		$	1,354		$	4,004		$	4,245		$	1,265		$	1,139
Operating income as a percentage of net sales	4.2		%	4.8		%	4.7		%	5.0		%	4.2		%	4.2		%
Unit counts at period end	6,291			6,289			6,291			6,289			6,359			6,369
Retail square feet at period end	369			372			369			372			372			376

Net sales for the Walmart International segment increased ~~$1.2~~$3.2 billion or ~~4.1%~~11.7% for the three months ended October 31, 2017, when compared to the same period in the previous fiscal year, due to positive comparable sales in the majority of our markets and a $0.5 billion positive impact from fluctuations in currency exchange rates, partially offset by a reduction in net sales of$0.6 billion due to divesting our Yihaodian and Suburbia businesses. Net sales decreased $0.1 billion or 0.1% for the nine months ended October 31, 2017, when compared to the same period in the previous fiscal year, due to a $1.7 billion negative impact from fluctuations in currency exchange rates and a reduction in net sales of $1.5 billion due to divesting our Yihaodian and Suburbia businesses. These negative effects were partially offset by positive comparable store sales in the majority of our markets for the nine months ended October 31, 2017.

~~Gross profit rate de~~creased 18 and 10 basis points for the three and nine months ended October 31, 2017, respectively, when compared to the same periods in the previous fiscal year. The decreases in the gross profit rate were primarily due to strategic price investments in certain markets.

Membership and other income decreased 12.9% and 9.0% for the three and nine months ended October 31, 2017, respectively, when compared to the same periods in the previous fiscal year. The decrease in membership and other income for the three months ended October 31, 2017 was primarily due to the prior year recognition of an $86 million gain from the sale of shopping malls in Chile. The decrease in membership and other income for the nine months ended October 31, 2017 was primarily due to the prior year recognition of a $535 million gain from the sale of certain assets relating to Yihaodian and the prior year recognition of an $86 million gain from the sale of shopping malls in Chile partially offset by the current year recognition of a $387 million gain from the sale of Suburbia and a $47 million gain from a land sale.

~~Operating expenses as a percentage of segment net sales increased 14 basis points for the three months ended October 31, 2017,~~April 30, 2018, when compared to the same period in the previous fiscal year. The increase in ~~operating expenses as a percentage of segment~~ net sales was primarily due to ~~an impairment charge of approximately $150 million due~~a $1.9 billion positive impact from fluctuations in currency exchange rates, positive comparable sales in the ~~decision to exit certain properties in one~~majority of our markets and the timing of Easter compared to the same period in the previous fiscal year. The positive impacts were partially offset by ~~increased focus on expense management through store labor productivity.~~ a reduction in net sales of approximately $200 million due to divesting our Suburbia business in the second quarter of fiscal 2018 and a reduction in net sales due to the wind down of the first party Brazil eCommerce operations.

Gross profit rate decreased 10 basis points for the three months ended April 30, 2018, when compared to the same period in the previous fiscal year. The decrease in the gross profit rate was primarily due to price investments.

Operating expenses as a percentage of net sales ~~were relatively flat~~decreased 7 basis points for the ~~nine~~three months ended ~~October 31, 2017~~April 30, 2018, when compared to the same period in the previous fiscal year. The decrease in operating expenses as a percentage of net sales was primarily due to currency fluctuations of 23 basis points. The decrease was offset by the charge related to the pending divestiture of our Canada banking operations of approximately $81 million and the wind down of the first party Brazil eCommerce operations.

As a result of the factors discussed above, operating income increased $126 million for the three months ended April 30, 2018, when compared to the same period in the previous fiscal year.

Segment operating income was positively impacted by fluctuations in currency exchange rates of $60 million for the three months ended October 31, 2017, while it was negatively impacted by fluctuations in currency exchange rates of $146 million for the nine months ended October 31, 2017. As a result of the factors discussed above, segment operating income decreased $105 million and $241 million for the three and nine months ended October 31, 2017, respectively, when compared to the same periods in the previous fiscal year.

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Sam's Club Segment

We believe the information in the following table under the caption "Excluding Fuel" is useful to investors because it permits investors to understand the effect of the Sam's Club segment's fuel sales on its results of operations, which are impacted by the volatility of fuel prices. Volatility in fuel prices may continue to impact the operating results of the Sam's Club segment in the future.


	Three Months Ended October 31,						Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions, except unit counts)	2017			2016			2017			2016			2018			2017
Including Fuel
Net sales	$	14,864		$	14,236		$	43,737		$	42,387		$	13,622		$	13,993
Percentage change from comparable period	4.4		%	1.1		%	3.2		%	0.2		%	(2.7		)%	2.8		%
Calendar comparable sales increase (decrease)	4.2		%	0.6		%	2.6		%	(0.3		)%	5.3		%	2.1		%
Operating income	$	447		$	396		$	1,265		$	1,281		$	325		$	399
Operating income as a percentage of net sales	3.0		%	2.8		%	2.9		%	3.0		%	2.4		%	2.9		%
Unit counts at period end	660			656			660			656			597			662
Retail square feet at period end	88.4			87.8			88.4			87.8			80			89

Excluding Fuel
Net sales	$	13,584		$	13,169		$	40,218		$	39,345		$	12,380		$	12,909
Percentage change from comparable period	3.2		%	1.8		%	2.2		%	1.7		%	(4.1		)%	1.4		%
Operating income	$	397		$	381		$	1,171		$	1,243		$	313		$	391
Operating income as a percentage of net sales	2.9		%	2.9		%	2.9		%	3.2		%	2.5		%	3.0		%

Net sales for the Sam's Club segment ~~increased $0.6 billion~~decreased $371 million or ~~4.4% and $1.4 billion or 3.2%~~2.7% for the three ~~and nine~~ months ended October 31, 2017, respectively, when compared to the same periods in the previous fiscal year. The increases in net sales were primarily due to increases in comparable sales which were benefited by increases of $213 million and $477 million in fuel sales from higher fuel prices for the three and nine months ended October 31, 2017, respectively. Year-over-year growth in retail square feet of 0.7% also benefited net sales in both periods.

~~Gross profit rate~~ ~~decreased~~ 13 and 26 basis points for the three and nine months ended October 31, 2017, respectively, when compared to the same periods in the previous fiscal year, primarily due to a reclassification of certain supply expenses from operating expenses to cost of goods sold, higher inventory shrink, the investment in cash rewards and increased shipping costs at samsclub.com.

~~Membership and other incom~~e ~~increased~~ ~~2.1%~~ ~~and 2.5% for the three and nine months ended October 31, 2017, respectively,~~April 30, 2018, when compared to the same period in the previous fiscal year. The decrease in net sales was primarily due to the net closure of 63 clubs in fiscal 2018. The decrease in net sales was partially offset by an increase in comparable sales of 5.3% of which fuel positively impacted by approximately 1.4% due to higher fuel prices.

Gross profit rinate~~creases~~ decreased ~~were~~34 basis points for the three months ended April 30, 2018 when compared to the same period in the previous fiscal year, primarily due to higher inventory shrink partially related to the above mentioned club closures, higher transportation costs, increased shipping costs at samsclub.com, and price investments.

Membership and other income decreased 0.9% for the three months ended April 30, 2018 when compared to the same period in the previous fiscal year. The decrease was primarily due to lower recycling income, ~~from our sustainability efforts and increases of0.9% and 1.1%, for~~ ~~the three and nine months ended October 31, 2017, respectively,~~ partially offset by an increase in membership income ~~resulting from increased~~driven by an increase in Plus ~~Member penetration.~~memberships.

Operating expenses as a percentage of segment net sales ~~decreased~~increased ~~41 and 15~~17 basis points for the three ~~and nine~~ months ended ~~October 31, 2017, respectively~~April 30, 2018, when compared to the same ~~periods~~period in the previous fiscal year. The de~~creases were~~increase was primarily due to charges related to the ~~increase in net sales, a reclassification~~exit of ~~certain supply expenses from operating expenses to cost of goods sold and lower advertising costs. Additionally, for the nine months ended October 31, 2017, the above decreases~~leased clubs, which were ~~partially offset by a charge in the first half~~closed as part of the ~~year of approximately $50 million resulting from the impairment of certain assets and our decision to close four underperforming clubs.~~club closures in fiscal 2018.

As a result of the factors discussed above, ~~segment~~ operating income ~~increased~~decreased ~~$51 million and decreased $16~~$74 million for the three ~~and nine~~ months ended ~~October 31, 2017, respectively,~~April 30, 2018 when compared to the same ~~periods~~period in the previous fiscal year.

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Liquidity and Capital Resources

Liquidity

The strength and stability of our operations have historically supplied us with a significant source of liquidity. Our cash flows provided by operating activities, supplemented with our long-term debt and short-term borrowings, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our operations. For example, to finance the recently announced Flipkart acquisition, which is subject to regulatory approval, we intend to use a combination of newly issued debt and cash on hand. Generally, some or all of the remaining available cash flow has been used to fund the dividends on our common stock and share repurchases. We believe our sources of liquidity will continue to be adequate to fund operations, finance our global investment and expansion activities, pay dividends and fund our share repurchases for the foreseeable future.

Net Cash Provided by Operating Activities


	Nine Months Ended October 31,				Three Months Ended April 30,
(Amounts in millions)	2017		2016		2018		2017
Net cash provided by operating activities	$	17,060	$	19,781	$	5,161	$	5,385

Net cash provided by operating activities was ~~$17.1~~$5.2 billion and ~~$19.8~~$5.4 billion for the ~~nine~~three months ended ~~October 31,~~April 30, 2018 and 2017, ~~and 2016,~~ respectively. The decrease in net cash provided by operating activities was due to the timing of ~~payments, an increase in incentive payments as well as lapping prior year's improvements in working capital management.~~payments.

Cash Equivalents and Working Capital

Cash and cash equivalents were ~~$7.0~~$7.9 billion and ~~$5.9~~$6.5 billion at ~~October 31,~~April 30, 2018 and 2017, ~~and 2016,~~ respectively. Our working capital deficit was ~~$15.1~~$21.5 billion and ~~$10.7~~$16.9 billion at ~~October 31,~~April 30, 2018 and 2017, ~~and 2016,~~ respectively. We generally operate with a working capital deficit due to our efficient use of cash in funding operations, consistent access to the capital markets and returns provided to our shareholders in the form of payments of cash dividends and share repurchases.

We use intercompany financing arrangements in an effort to ensure cash can be made available in the country in which it is needed with the minimum cost possible. We do not believe it will be necessary to repatriate earnings held outside of the U.S. and anticipate our domestic liquidity needs will be met through cash flows provided by domestic operating activities, supplemented with long-term debt and short-term borrowings. Accordingly, we intend, with only certain exceptions, to continue to indefinitely reinvest our earnings held outside of the U.S. in our foreign operations. ~~When~~As part of Tax Reform and Jobs Act of 2017, we continue to assess the ~~income earned, either from operations or through intercompany financing arrangements, and indefinitely reinvested outside~~impact of the new U.S. ~~is taxed at local country~~ tax ~~rates,~~laws, which ~~are generally lower than the U.S. statutory rate, we realize an effective tax rate benefit.~~can in turn, impact our assertion regarding any potential future repatriation. If our intentions with respect to reinvestment were to change, most of the amounts held within our foreign operations could be repatriated to the U.S., although any repatriation under ~~current~~new U.S. tax laws ~~would~~could be subject to ~~U.S. federal income taxes, less applicable foreign tax credits. Although there can be no assurance of the impact on the Company of potential federal tax reform in the U.S., we~~incremental withholding taxes. We do not expect current local laws, other existing limitations or potential taxes on anticipated future repatriations of cash amounts held outside of the U.S. to have a material effect on our overall liquidity, financial condition or results of operations.

As of ~~October 31, 2017~~April 30, 2018 and January 31, ~~2017,~~2018, cash and cash equivalents of approximately ~~$1.3~~$1.4 billion ~~and $1.0 billion, respectively,~~ may not be freely transferable to the U.S. due to local laws or other restrictions.

Net Cash Used in Investing Activities


	Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions)	2017			2016			2018			2017
Net cash used in investing activities	$	(5,871	)	$	(11,050	)	$	(1,682	)	$	(1,861	)

Net cash used in investing activities was ~~$5.9~~$1.7 billion and ~~$11.1~~$1.9 billion for the ~~nine~~three months ended ~~October 31,~~April 30, 2018 and 2017, ~~and 2016,~~ respectively, and generally consisted of payments to remodel existing stores and clubs, expand our eCommerce capabilities, invest in other technologies and add stores and clubs. Net cash used in investing activities decreased ~~$5.2~~$0.2 billion for the ~~nine~~three months ended ~~October 31, 2017~~April 30, 2018 due to our acquisition of Jet.com, Inc. for approximately $2.4 billion in the prior year, our purchase of $1.9 billion of available for sale securities in JD in the prior year and the impact of approximately $1.0 billion of cash received from the sale of Suburbia in Mexico in the current year.

~~See discussion in~~ ~~Note 10~~ to the Condensed Consolidated Financial Statements for further information on the acquisition of Jet.com, Inc., the purchase of $1.9 billion of available for sale securities in JD and the sale of Suburbia in Mexico.

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fewer capital expenditures.

Net Cash Used in Financing Activities


	Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions)	2017			2016			2018			2017
Net cash used in financing activities	$	(11,416	)	$	(11,272	)	$	(2,486	)	$	(3,972	)

Net cash used in financing activities generally consists of transactions related to our short-term and long-term debt, financing obligations, dividends paid and the repurchase of Company stock. Transactions with noncontrolling interest shareholders are also classified as cash flows from financing activities. Net cash used in financing activities ~~increased $0.1~~decreased $1.5 billion for the ~~nine~~three months ended ~~October 31, 2017,~~April 30, 2018, when compared to the same period in the previous fiscal year, primarily due to ~~repayments~~decreased repurchases of ~~long-term debt.~~Company stock as we suspended repurchases in anticipation of the Flipkart announcement.

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Long-term Debt

The following table provides the changes in our long-term debt for the ~~nine~~three months ended ~~October 31, 2017:~~April 30, 2018:

(Amounts in millions) Long-term debt due within one year Long-term debt Total
Balances as of February 1, 2017 $ 2,256
$ 36,015
$ 38,271
Proceeds from issuance of long-term debt —
7,476
7,476
Repayments of long-term debt⁽¹⁾
(1,535 ) (7,324 ) (8,859 )
Reclassifications of long-term debt 2,500
(2,500 ) —
Other 36
539
575
Balances as of October 31, 2017 $ 3,257
$ 34,206
$ 37,463

~~(1) Total repayments of long-term debt excludes $2.1 billion of premiums paid to extinguish debt.~~



(Amounts in millions)	Long-term debt due within one year			Long-term debt			Total
Balances as of February 1, 2018	$	3,738		$	30,045		$	33,783
Proceeds from issuance of long-term debt	—			—			—
Repayments of long-term debt	(2,521		)	—			(2,521		)
Reclassifications of long-term debt	364			(364		)	—
Other	(5		)	(204		)	(209		)
Balances as of April 30, 2018	$	1,576		$	29,477		$	31,053

Our total outstanding long-term debt balance decreased ~~$0.8~~$2.7 billion for the ~~nine~~three months ended ~~October 31, 2017,~~April 30, 2018, primarily due to ~~the extinguishment and maturities of certain long-term debt, partially offset by the issuance~~repayments of long-term debt. ~~The extinguishment of certain long-term~~Additionally, we expect our long–term debt ~~allowed us~~balances will increase later in the year in order to ~~retire higher rate debt~~fund the recently announced $16 billion Flipkart acquisition, which is subject to ~~reduce interest expense in future periods.~~regulatory approval.

Dividends

On February ~~21, 2017,~~20, 2018, the Board of Directors approved the fiscal 2019 annual dividend of $2.08 per share, an increase over the fiscal 2018 annual dividend of $2.04 per ~~share, an increase over the fiscal 2017 annual dividend of $2.00 per~~ share. For fiscal ~~2018,~~2019, the annual dividend will be paid in four quarterly installments of ~~$0.51~~$0.52 per share, according to the following record and payable dates:



Record Date		Payable Date
March ~~10, 2017~~9, 2018		April ~~3, 2017~~2, 2018
May ~~12, 2017~~11, 2018		June ~~5, 2017~~4, 2018
August ~~11, 2017~~10, 2018		September ~~5, 2017~~4, 2018
December ~~8, 2017~~7, 2018		January 2, ~~2018~~2019

The dividend installments payable on April ~~3, 2017,~~2, 2018 and June ~~5, 2017 and September 5, 2017~~4, 2018 were paid as scheduled.

Company Share Repurchase Program

We regularly review share repurchase activity and consider several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings, our results of operations and the market price of our common stock. We anticipate that a majority of the ongoing share repurchase program will be funded through the Company's free cash flow. The following table provides, on a settlement date basis, the number of shares repurchased, average price paid per share and total amount paid for share repurchases for the ~~nine~~three months ended ~~October 31, 2017~~April 30, 2018 and ~~2016:~~2017:

Nine Months Ended October 31,
(Amounts in millions, except per share data) 2017 2016
Total number of shares repurchased 87.8
90.6
Average price paid per share $ 75.76
$ 69.04
Total amount paid for share repurchases $ 6,656
$ 6,254

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	Three Months Ended April 30,
(Amounts in millions, except per share data)	2018		2017
Total number of shares repurchased	5.5		31.1
Average price paid per share	$	97.75	$	70.25
Total amount paid for share repurchases	$	539	$	2,185

Share repurchases ~~increased $0.4~~decreased $1.6 billion for the ~~nine~~three months ended ~~October 31, 2017,~~April 30, 2018, when compared to the same period in the previous ~~year.~~year, primarily due to suspended repurchases in anticipation of the Flipkart announcement.

Capital Resources

We intend to fund the acquisition of Flipkart with a combination of newly issued debt and cash on hand. We believe cash flows from operations, our current cash position and access to capital markets will continue to be sufficient to meet our anticipated operating cash needs, which include funding seasonal buildups in merchandise inventories and funding our capital expenditures, acquisitions, dividend payments and share repurchases.

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We have strong commercial paper and long-term debt ratings that have enabled and should continue to enable us to refinance our debt as it becomes due at favorable rates in capital markets. At ~~October 31, 2017,~~April 30, 2018, the ratings assigned to our commercial paper and rated series of our outstanding long-term debt were as follows:



Rating agency	Commercial paper	Long-term debt
Standard & Poor's	A-1+	AA
Moody's Investors Service	P-1	Aa2
Fitch Ratings	F1+	AA

Credit rating agencies review their ratings periodically and, therefore, the credit ratings assigned to us by each agency may be subject to revision at any time. Accordingly, we are not able to predict whether our current credit ratings will remain consistent over time. Factors that could affect our credit ratings include changes in our operating performance, the general economic environment, conditions in the retail industry, our financial position, including our total debt and capitalization, and changes in our business strategy. Any downgrade of our credit ratings by a credit rating agency could increase our future borrowing costs or impair our ability to access capital and credit markets on terms commercially acceptable to us. In addition, any downgrade of our current short-term credit ratings could impair our ability to access the commercial paper markets with the same flexibility that we have experienced historically, potentially requiring us to rely more heavily on more expensive types of debt financing. The credit rating agency ratings are not recommendations to buy, sell or hold our commercial paper or debt securities. Each rating may be subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating. Moreover, each credit rating is specific to the security to which it applies.

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Other Matters

In Note 9 to our Condensed Consolidated Financial Statements, which is captioned "Contingencies" and appears in Part I of this Quarterly Report on Form 10-Q under the caption "Item 1. Financial Statements," we discuss, under the sub-caption "FCPA Investigation and Related Matters," our existing FCPA investigation and related matters and possible effects of those matters on Walmart's business. In that Note 9, we also discuss, under the sub-caption ~~"Legal Proceedings-ASDA~~"ASDA Equal Value Claims," certain existing employment claims against ASDA. Further, in that Note 9, we also discuss, under the sub-caption "National Prescription Opiate Litigation", the national prescription opiate litigation including certain risks arising therefrom. We also discuss various legal proceedings related to the FCPA investigation, ASDA Equal Value Claims, and National Prescription Opiate Litigation, in Part II of this Quarterly Report on Form 10-Q under the caption "Item 1. Legal Proceedings," under the sub-caption "II. Certain Other Proceedings." The foregoing matters and other matters described elsewhere in this Quarterly Report on Form 10-Q represent contingent liabilities of the Company that may or may not result in the incurrence of a material liability by the Company upon their final resolution.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risks relating to our operations result primarily from changes in interest rates or currency exchange rates, as well as changes in the market value of our investments. Our market risks at ~~October 31, 2017~~April 30, 2018, are similar to those disclosed in our Form 10-K for the fiscal year ended January 31, ~~2017.~~2018.

Interest Rate Risk

At ~~October 31, 2017,~~April 30, 2018, the fair value of our derivative instruments ~~had increased~~decreased approximately ~~$0.3~~$0.1 billion since January 31, ~~2017,~~2018, primarily due to fluctuations in market interest rates and currency rates during the ~~nine~~three months ended ~~October 31, 2017.~~April 30, 2018.

Foreign Currency ~~Exchange~~ Risk

Movements in currency exchange rates and the related impact on the translation of the balance sheets of the Company's subsidiaries in the UK and Mexico were the primary cause of the ~~$2.4~~$1.3 billion net gain for the ~~nine~~three months ended ~~October 31, 2017,~~April 30, 2018, in the currency translation and other category of accumulated other comprehensive loss.

Investment Risk

We are exposed to changes in the JD.com ("JD") stock price as a result of our equity investment in JD. At ~~October 31, 2017,~~April 30, 2018, the fair value of our ~~available-for-sale investments had increased~~equity investment in JD was $5.3 billion. Since February 1, 2018, when we adopted the new financial instrument accounting standard, the fair value decreased approximately ~~$657 million since January 31, 2017,~~$1.8 billion due to ~~an increase~~a decrease in the ~~market value~~stock price of ~~certain publicly traded securities held by the Company.~~JD.

The information concerning market risk under the sub-caption "Market Risk" of the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 19 and 20 of the parts of our Annual Report to Shareholders for the fiscal year ended January 31, ~~2017,~~2018, which is incorporated in and included ~~as Exhibit 13 to~~in our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2017,~~2018, is hereby incorporated by reference into this Quarterly Report on Form 10-Q.

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Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls and procedures. Also, we have investments in unconsolidated entities. Since we do not control or manage those entities, our controls and procedures with respect to those entities are substantially more limited than those we maintain with respect to our consolidated subsidiaries.

In the ordinary course of business, we review our internal control over financial reporting and make changes to our systems and processes to improve such controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, updating existing systems, automating manual processes, standardizing controls globally, migrating certain processes to our shared services organizations and increasing monitoring controls. These changes have not materially affected, and are not reasonably likely to materially affect, the Company's internal control over financial reporting. However, they allow us to continue to enhance our internal controls over financial reporting and ensure that they remain effective.

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.

There has been no change in the Company's internal control over financial reporting as of ~~October 31, 2017,~~April 30, 2018, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

I. SUPPLEMENTAL INFORMATION: We discuss certain legal proceedings in Part I of this Quarterly Report on Form 10-Q under the caption "Item 1. Financial Statements," in Note 9 to our Condensed Consolidated Financial Statements, which is captioned "Contingencies," under the sub-caption "Legal Proceedings," ~~and~~. We refer you to that discussion ~~which is incorporated herein by reference to that Note 9,~~ 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) (the "MDL") which includes sixty-nine (69) cases as of May 30, 2018; Thirty-one (31) cases are in the process of being transferred to the MDL or have remand motions pending; There are fourteen (14) additional state cases pending as of May 30, 2018: Board of County Commissioners of Ottawa County, Oklahoma v. Purdue Pharma LP, et al., Okla. Dist. Ct., Ottawa Cty., 4/24/2018; Board of County Commissioners of Delaware County, Oklahoma v. Purdue Pharma LP, et al., Okla. Dist. Ct., Del. Cty., 4/24/2018; Levy County v. Purdue Pharma L.P., et al., Fl. Cir. Ct., 8th Jud. Cir., Levy Cty., 4/9/2018; Palm Beach County v. Purdue Pharma, L.P., et al., Fl. Cir. Ct., 15th Jud. Cir., Palm Beach Cty., 4/5/2018; Cty. of Greenville v. Rite Aid of S.C., Inc., et al., SC Ct. of Common Pleas, 13th Judicial Dist., 3/5/2018; Odyssey House La., Inc. v. Morris & Dickson Co., et al., LA Civil Dist. Ct., New Orleans Parish, 2/6/2018; 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 Circuit Ct., Marshall County, 12/13/2017; Ohio Cty. Comm'n v. Purdue Pharma L.P., et al., WV Circuit Ct., Marshall County, 12/13/2017; Tyler Cty. Comm'n v. Purdue Pharma L.P., et al., WV Circuit Ct., Marshall County, 12/13/2017; Wetzel Cty. Comm'n v. Purdue Pharma L.P., et al., WV Circuit Ct., Marshall County, 12/13/2017.

II. CERTAIN OTHER PROCEEDINGS: The Company is a defendant in several lawsuits in which the complaints closely track the allegations set forth in a news story that appeared in The New York Times (the "Times") on April 21, 2012. One of these is a securities lawsuit that was filed on May 7, 2012, in the United States District Court for the Middle District of Tennessee, and subsequently transferred to the Western District of Arkansas, in which the plaintiff alleges various violations of the U.S. Foreign Corrupt Practices Act (the "FCPA") beginning in 2005, and asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, relating to certain prior disclosures of the Company. The plaintiff seeks to represent a class of shareholders who purchased or acquired stock of the Company between December 8, 2011, and April 20, 2012, and seeks damages and other relief based on allegations that the defendants' conduct affected the value of such stock. On September 20, 2016, the court granted plaintiff's motion for class certification. On October 6, 2016, the defendants filed a petition to appeal the class certification ruling to the U.S. Court of Appeals for the Eighth Circuit. On November 7, 2016, the U.S. Court of Appeals for the Eighth Circuit denied the Company's petition.

In addition, a number of derivative complaints have been filed in Delaware and Arkansas, also tracking the allegations of the Times story, and naming various current and former directors and certain former officers as additional defendants. The plaintiffs in the derivative suits (in which the Company is a nominal defendant) allege, among other things, that the defendants who are or were directors or officers of the Company breached their fiduciary duties in connection with their oversight of FCPA compliance. All of the derivative suits have been combined into two consolidated proceedings, one of which was consolidated in the United States District Court for the Western District of Arkansas and the other in the Delaware Court of Chancery. On March 31, 2015, the Western District of Arkansas granted the defendants' motion to dismiss the consolidated derivative proceedings in that court. On April 15, 2015, plaintiffs filed their notice of appeal with the United States Court of Appeals for the Eighth Circuit. On July 22, 2016, the United States Court of Appeals for the Eighth Circuit affirmed the dismissal of the consolidated derivative proceedings in Arkansas. There was no appeal from that ruling. On May 13, 2016, the Delaware Court of Chancery granted the defendants' motion to dismiss the consolidated derivative proceedings in that court. On June 10, 2016, plaintiffs in the Delaware consolidated derivative proceedings filed their notice of appeal to the Delaware Supreme Court. On January ~~18, 2017,~~25, 2018, the Delaware Supreme Court ~~remanded those~~affirmed the dismissal of the consolidated derivative proceedings to the Court of Chancery for further briefing and an additional ruling on due process issues raised by the plaintiffs, before the Delaware Supreme Court renders its ultimate decision on the appeal. On July 25, 2017, the Court of Chancery issued a supplemental opinion relating to the due process issues, and the case was then returned to the Delaware Supreme Court for a decision on the plaintiffs' appeal.in Delaware.

Management does not believe any possible loss or the range of any possible loss that may be incurred in connection with these proceedings will be material to the Company's financial condition or results of operations.

Securities Class Action: City of Pontiac General Employees Retirement System v. Wal-Mart Stores, Inc., USDC, Western Dist. of AR; 5/7/12.

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Derivative Lawsuits:In re Wal-Mart Stores, Inc. Delaware Derivative Litigation, Delaware Ct. of Chancery, 4/25/12; Delaware Supreme Court, Dover, DE; 6/10/16.

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III. ENVIRONMENTAL MATTERS: Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters. The following matters are disclosed in accordance with that requirement. For the matters listed below, management does not believe any possible loss or the range of any possible loss that may be incurred in connection with each matter, individually or in the aggregate, will be material to the Company's financial condition or results of operations.

On March 6, 2018, the Ecology Protection Prosecutor of the State of Guerrero (Procuraduría de Protección Ecológica de Guerrero) in Mexico imposed a fine of $474,091 for the absence of an Environmental Impact Authorization License of the waste management plan, related to the 12 stores located in that State. The Company plans to challenge the fine before an administrative court.

On January 25, 2018, the Environmental Prosecutor of the State of Chiapas (Procuraduría Ambiental del Estado de Chiapas) in Mexico imposed a fine of $163,000 for the absence of an Environmental Impact Authorization License related to the store Mi Bodega Las Rosas. The Company is challenging the fine at a trial before an administrative court.

In May 2017, WMS Supermercados do Brasil Ltda ("Walmart ~~Brazil~~Brazil") self-reported to the relevant municipal environmental agency, and proposed a remediation plan for, an oil contamination in the soil and underground water at the Walmart and Sam's Club store location in Barueri, São Paulo (Tamboré), which contamination had been confirmed by an internal investigation in April 2017. Walmart Brazil is cooperating with the agency, including seeking authorization to start a remediation plan.

In May 2017, in connection with the licensing process for Walmart Brazil's gas station in Posto Maranguape, such station was closed by the local environmental agency due to an alleged diesel leak in the soil. Shortly thereafter, Walmart Brazil furnished information that there was no leak from the Company's pumps, tanks or lines and the fuel station was re-opened in late May, though the environmental assessment remained open. Following an investigation conducted by Walmart Brazil in July 2017 which found an increase in the amount of diesel in the soil and a potential disruption in the lines at the fueling point, Walmart Brazil closed that station and cooperated with the environmental agency regarding a remediation plan. In August 2017, a remediation plan was approved by the agency and the fuel station reopened.

In April 2017, the California Air Resources Board ("ARB") notified the Company that it had taken the position that retailers are required to use unclaimed deposits collected on sales of small containers of automotive refrigerant to fund certain consumer education programs. The ARB alleged that the Company had improperly retained approximately $4.2 million in unclaimed ~~deposits.~~deposits and has sought reimbursement. The Company has denied any wrongdoing.

In November and December 2016, the Environmental and Natural History Ministry of Chiapas, Mexico ("Ministry") notified a subsidiary of the Company, Arrendadora de Centros Comerciales, S. de R.L. de C.V. ("Arrendadora"), that it was proposing aggregated penalties approximating $430,000 in respect to four stores which the Ministry believed may have been constructed without first obtaining a required environmental impact license. Arrendadora has challenged the penalties before an administrative court and the trials ~~remain~~are in process. The Ministry had previously proposed penalties of approximately $640,000 related to this matter in 2014, but Arrendadora was released by an administrative court from payment of such penalties on the basis that the Ministry had failed to comply with legal formalities in connection with their imposition.

On April 6, 2015, representatives for the Brazilian Institute of the Environment alleged that Walmart Brazil had failed to file required reports documenting the number of tires imported, sold and recycled. The agency proposed a penalty of approximately $857,000, which may be doubled and excludes additional amounts in respect of inflation and interest, and prohibited Walmart Brazil from selling or importing tires until the matter is resolved. In October 2015, Walmart Brazil filed its defense with the agency against the imposition of this penalty.

In April 2013, a subsidiary of the Company, Corporacion de Compañias Agroindustriales, operating in Costa Rica, became aware that the Municipality of Curridabat is seeking a penalty of approximately $380,000 in connection with the construction of a retaining wall seventeen years ago for a perishables distribution center that is situated along a protected river bank. The subsidiary obtained permits from the Municipality and the Secretaria Técnica Nacional Ambiental at the time of construction, but the Municipality now alleges that the wall is non-conforming.

In January 2011, the Environmental Department of Porto Alegre Municipality formally notified Walmart Brazil of soil inspection reports indicating soil contamination due to leakage of oil from power generating equipment at nine store locations in Brazil. Walmart Brazil is cooperating with the agency as well as the District Attorney's Office for the State of Rio Grande do Sul and has filed a mitigation plan to address the situation.

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Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2017, as supplemented by Item 1A, "Risk Factors" of our Quarterly Report on Form 10-Q for the quarter ended July 31, 2017,~~2018, which risks could materially and adversely affect our business, results of operations, financial condition, and liquidity. We further supplement the risk factor in such 10-K under the heading "We could be subject to liability, penalties and other sanctions and other adverse consequences arising out of our on-going FCPA matter" to reflect that our discussions with the DOJ and SEC with respect to their investigations have progressed to the point that we can now reasonably estimate a probable loss and have recorded an aggregate accrual of $283 million with respect to these matters. As these discussions are continuing, there can be no assurance as to the timing or the terms of the final resolution of these matters. No ~~other~~ material change in the risk factors discussed in ~~the~~such Form 10-K ~~as supplemented by this Form 10-Q,~~ has occurred. Such risk factors do not identify all risks that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Our business operations could also be affected by additional factors that apply to all companies operating in the U.S. and globally.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company regularly reviews its share repurchase activity and considers several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings and the market price of its common stock. Share repurchase activity under our share repurchase program, on a trade date basis, for the three months ended ~~October 31, 2017,~~April 30, 2018, was as follows:

Fiscal Period
Total
Number of
Shares
Purchased

Average
Price Paid
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs

Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs⁽¹⁾
(billions)
August 1-31, 2017 9,715,074
$ 80.07
9,715,074
$ 4.0
September 1-30, 2017 8,610,342
79.57
8,610,342
3.3
October 1-31, 2017 8,359,966
84.46
8,359,966
2.6
Total 26,685,382
26,685,382



Fiscal Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾ (billions)
February 1-28, 2018	5,225,381	$	97.20	5,225,381	$	18.3
March 1-31, 2018	—	—		—	18.3
April 1-30, 2018	—	—		—	18.3
Total	5,225,381			5,225,381

(1) Represents approximate dollar value of shares that could have been purchased under the plan in effect at the end of the month. ~~Additionally, effective November 20, 2017, any share repurchases made will be under the newly authorized $20.0 billion plan.~~

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Item 5. Other Information

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements that Walmart believes are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act.

Forward-looking Statements

The forward-looking statements in this report include:

•

statements in Note 1 to Walmart's Condensed Consolidated Financial Statements as of and for the three ~~and nine~~ months ended ~~October 31, 2017,~~April 30, 2018, regarding management's expectations of or determinations regarding the materiality of any impact of certain ASUs issued by the FASB; statements in Note 6 to those Condensed Consolidated Financial Statements regarding the expected insignificance of any ineffective portion of certain net investment and cash flow derivative financial instruments to which Walmart is a party and of the amounts relating to such derivative financial instruments expected to be reclassified from accumulated other comprehensive loss to net income in the next 12 months; a statement in Note 8 to those Condensed Consolidated Financial Statements regarding the payment of dividends in fiscal ~~2018;~~2019; statements in Note 9 to those Condensed Consolidated Financial Statements regarding the possible outcome of, and future effect on Walmart's financial condition and results of operations of, certain litigation and other proceedings to which Walmart is a party, the possible outcome of, and future effect on Walmart's business of, certain other matters to which Walmart is subject, including Walmart's existing FCPA matters, and the liabilities, losses, expenses and costs that Walmart may incur in connection with such matters; and statements in Note 10 to ~~those Condensed Consolidated Financial Statements~~the anticipated impacts to the operations of the Company's Walmart International segment regarding the ~~anticipated benefits of the acquisition of Jet.com, Inc.~~announced Asda, Flipkart and Walmart Brazil transactions.;

•

in Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations": statements under the caption "Overview" relating to the possible impact of volatility in currency exchange rates on the results, including net sales and operating income, of Walmart and the Walmart International segment; statements under ~~the caption "Company Performance Metrics - Strong, Efficient Growth" regarding the focus of our investments and the impact of such investments; statements under the caption "Company Performance Metrics", and the "- Returns" sub-heading under that caption, regarding our belief that returns on capital will improve as we execute on our strategic framework; statements under the caption "Results of Operations - Consolidated Results of Operations" regarding the possibility of fluctuations in Walmart's effective income tax rate from quarter to quarter and the factors that may cause those fluctuations; a statement under the caption "Results of Operations - Sam's Club Segment" relating to the possible continuing impact of volatility in fuel prices on the future operating results of the Sam's Club segment; a statement under the caption "Liquidity and Capital Resources - Liquidity~~" that Walmart's sources of liquidity will be adequate to fund its operations, finance its global investment and expansion activities, pay dividends and fund share repurchases; statements under the caption "~~Liquidity and Capital Resources - Liquidity - Net Cash Provided by Operating Activities - Cash Equivalents and Working Capital~~" regarding management's expectation that domestic liquidity needs will be met through funding sources other than earnings held outside of the United States, Walmart's intent with respect to its reinvestment of such earnings in its foreign operations, its need to repatriate such earnings and management's expectations with respect to the effect on Walmart's overall liquidity, financial condition and results of operations of local laws, other limitations or potential taxes on repatriation of such cash; a statement under the caption "~~Liquidity and Capital Resources Liquidity - Net Cash Used in Financing Activities - Dividends" regarding the payment of dividends in fiscal 2018;~~

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the caption "Company Performance Metrics - Strong, Efficient Growth" regarding the focus of our investments and the impact of such investments; statements under the caption "Company Performance Metrics", and the "- Returns" sub-heading under that caption, regarding our belief that returns on capital will improve as we execute on our strategic framework; statements under the caption "Results of Operations - Consolidated Results of Operations" regarding the possibility of fluctuations in Walmart's effective income tax rate from quarter to quarter and the factors that may cause those fluctuations; a statement under the caption "Results of Operations - Sam's Club Segment" relating to the possible continuing impact of volatility in fuel prices on the future operating results of the Sam's Club segment; a statement under the caption "Liquidity and Capital Resources - Liquidity" that Walmart's sources of liquidity will be adequate to fund its operations, finance its global investment and expansion activities, pay dividends and fund share repurchases; statements under the caption "Liquidity and Capital Resources - Liquidity - Net Cash Provided by Operating Activities - Cash Equivalents and Working Capital" regarding management's expectation that domestic liquidity needs will be met through funding sources other than earnings held outside of the United States, Walmart's intent with respect to its reinvestment of such earnings in its foreign operations, its need to repatriate such earnings and management's expectations with respect to the effect on Walmart's overall liquidity, financial condition and results of operations of local laws, other limitations or potential taxes on repatriation of such cash; a statement under the caption "Liquidity and Capital Resources Liquidity - Net Cash Used in Financing Activities - Dividends" regarding the payment of dividends in fiscal 2019; and statements under the caption "Liquidity and Capital Resources - Capital Resources" regarding management's expectations regarding the Company's cash flows from operations, current cash position and access to capital markets continuing to be sufficient to meet its anticipated operating cash needs, the Company's commercial paper and long-term debt ratings continuing to enable it to refinance its debts at favorable rates, factors that could affect its credit ratings, and the effect that lower credit ratings would have on its access to capital and credit markets and borrowing costs;


•	in Part I, Item 4 "Controls and Procedures": the statements regarding the effect of changes to systems and processes on our internal control over financial reporting; and


•	statements in Part II, Item 1 "Legal Proceedings" regarding the effect that possible losses or the range of possible losses that might be incurred in connection with the legal proceedings and other matters discussed therein may have on our financial condition or results of operations.

Risks, Factors and Uncertainties Regarding our Business

These forward-looking statements are subject to risks, uncertainties and other factors, domestically and internationally, including:

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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 eCommerce 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;

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;

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;

Walmart's need to repatriate earnings held outside of the United States and changes in U.S. and international tax regulations;

customer traffic and average ticket in Walmart's stores and clubs and on its eCommerce ~~websites;~~platforms;

the mix of merchandise Walmart ~~sells;~~sells and its customers purchase;

the availability of goods from suppliers and the cost of goods acquired from suppliers;

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the effectiveness of the implementation and operation of Walmart's strategies, plans, programs and initiatives;

the impact of acquisitions, divestitures, store or club closures, and other strategic decisions;

Walmart's ability to successfully integrate acquired businesses, including within the eCommerce space;

unexpected changes in Walmart's objectives and plans;

the amount of shrinkage Walmart experiences;

consumer acceptance of and response to Walmart's stores and clubs, eCommerce websites, mobile apps, programs and merchandise offerings, including the Walmart U.S. segment's Grocery Pickup program;

new methods of delivery of purchased merchandise to customers;

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 FCPA and other compliance-related costs, 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;

~~the availability of skilled labor 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 units;

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 actions in the markets in which Walmart operates and ~~elsewhere;~~

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elsewhere and actions with respect to such policies, programs and initiatives;

the possibility of imposition of new taxes on imports and new tariffs and trade restrictions and changes in existing 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.

Other ~~Risks~~Risk Factors; No Duty to Update

This Quarterly Report on Form 10-Q should be read in conjunction with Walmart's Annual Report on Form 10-K for the fiscal year ended January 31, ~~2017~~2018 and all of Walmart's subsequent other filings, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made with the SEC. Walmart urges the reader to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements contained in this Quarterly Report on Form 10-Q. The Company cannot assure you that the results or developments anticipated by the Company and reflected or implied by any forward-looking statement contained in this Quarterly Report on Form 10-Q will be realized or, even if substantially realized, that those results or developments will result in the forecasted or expected consequences for the Company or affect the Company, its operations or its financial performance as the Company has forecasted or expected. As a result of the matters discussed above and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement in this Quarterly Report on Form 10-Q may differ materially from the anticipated results expressed or implied in that forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report, and Walmart undertakes no obligation to update any such statements to reflect subsequent events or circumstances.

Item 6. Exhibits

The required exhibits are included at the end of the Form 10-Q or are incorporated herein by reference and are described in the Index to Exhibits immediately following the signatures page.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~WAL-MART STORES,~~WALMART INC.



Date: ~~December 1, 2017~~June 4, 2018	By:	/s/ C. Douglas McMillon
		C. Douglas McMillon President and Chief Executive Officer (Principal Executive Officer)

Date: ~~December 1, 2017~~June 4, 2018	By:	/s/ M. Brett Biggs
		M. Brett Biggs Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: ~~December 1, 2017~~June 4, 2018	By:	/s/ David M. Chojnowski
		David M. Chojnowski Senior Vice President and Controller (Principal Accounting Officer)

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Index to Exhibits

The following documents are filed as an exhibit to this Quarterly Report on Form 10-Q:



Exhibit ~~3.1(a)~~ 3.1		Restated Certificate of Incorporation of the Company dated February 1, 2018 is incorporated herein by reference to Exhibit ~~4.1~~3.1 to the ~~Registration Statement~~Report on Form ~~S-3 of~~8-K that the Company filed on February 1, 2018 (File ~~Number 333-178385) filed with the SEC on December 8, 2011.~~

~~Exhibit 3.1(b)~~No. 001-06991)		Certificate of Amendment to the Restated Certificate of Incorporation executed August 19, 1991, is incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-3 of the Company (File Number 333-178385) filed with the SEC on December 8, 2011.

Exhibit ~~3.1(c)~~ 3.2		~~Certificate~~ Amended and Restated Bylaws of ~~Amendment to~~ the ~~Restated Certificate of Incorporation executed July 27, 1999, is~~Company are incorporated herein by reference to Exhibit ~~4.3~~3.2 to the ~~Registration Statement~~Report on Form ~~S-3 of~~8-K that the Company filed on February 1, 2018 (File ~~Number 333-178385) filed with the SEC on December 8, 2011.~~No. 001-06991)

Exhibit ~~3.2~~ 12.1*		Amended and Restated Bylaws of Wal-Mart Stores, Inc., effective as of November 3, 2017, are incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K as filed with the SEC on November 8, 2017.

~~Exhibit 12.1~~*		Ratio of Earnings to Fixed Charges

Exhibit ~~31.1~~* 31.1*		Chief Executive Officer Section 302 Certification

Exhibit ~~31.2~~* 31.2*		Chief Financial Officer Section 302 Certification

Exhibit ~~32.1~~32.1***		Chief Executive Officer Section 906 Certification

Exhibit ~~32.2~~32.2***		Chief Financial Officer Section 906 Certification

Exhibit 99		The information incorporated by reference in Part I, Item 3 of this Quarterly Report on Form 10-Q is incorporated herein by reference to the material set forth under the sub-caption "Market Risk" in Management's Discussion and Analysis of Financial Condition and Results of Operations, which is contained in ~~Exhibit 13 to~~ the Company's Annual Report on Form 10-K for the year ended January 31, ~~2017,~~2018, as filed with the SEC.

Exhibit 101.INS*		XBRL Instance Document

Exhibit 101.SCH*		XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document



*	Filed herewith as an Exhibit.
**	Furnished herewith as an Exhibit.

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			Page
Part I. Financial Information
	Item 1. Financial Statements
		Condensed Consolidated Statements of Income	3
		Condensed Consolidated Statements of Comprehensive Income	4
		Condensed Consolidated Balance Sheets	5
		Condensed Consolidated Statement of Shareholders' Equity	6
		Condensed Consolidated Statements of Cash Flows	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		1920
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		33
	Item 4. Controls and Procedures		34

Part II. Other Information
	Item 1. Legal Proceedings		35
	Item 1A. Risk Factors		37
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3837
	Item 5. Other Information		3937
	Item 6. Exhibits		4139

Signatures			4240

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company