ý
|
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
|
71-0415188
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer Identification No.)
|
|
|
|
702 S.W. 8th Street
Bentonville, Arkansas
|
|
72716
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.10 per share
1.900% Notes Due 2022
2.550% Notes Due 2026
|
|
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
|
Large Accelerated Filer
|
|
ý
|
|
Accelerated Filer
|
|
o
|
Non-Accelerated Filer
|
|
o
|
|
Smaller Reporting Company
|
|
o
|
|
|
|
|
Emerging Growth Company
|
|
o
|
Document
|
|
Parts Into Which Incorporated
|
Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held May 30, 2018 (the "Proxy Statement")
|
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Part III
|
|
|
Page
|
|
|
|
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|
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|
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|
|
|
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|
|
|
|
|
||
|
||
|
|
|
|
|
|
•
|
the growth of our business or change in our competitive position in the future or in or over particular periods;
|
•
|
the amount, number, growth or increase, in or over certain periods, of or in certain financial items or measures or operating measures, including our earnings per share, including as adjusted for certain items, net sales, comparable store and club sales, our Walmart U.S. operating segment's eCommerce sales, liabilities, expenses of certain categories, expense leverage, returns, capital and operating investments or expenditures of particular types, new store openings and investments in particular formats;
|
•
|
investments and capital expenditures we will make and how certain of those investments and capital expenditures are expected to be financed;
|
•
|
our plans to increase investments in eCommerce, technology, store remodels and other customer initiatives, such as online grocery locations;
|
•
|
volatility in currency exchange rates and fuel prices affecting our or one of our segments' results of operations;
|
•
|
the Company continuing to provide returns to shareholders through share repurchases and dividends, the use of share repurchase authorization over a certain period or the source of funding of a certain portion of our share repurchases;
|
•
|
our sources of liquidity, including our cash, continuing to be adequate or sufficient to fund and finance our operations, expansion activities, dividends and share repurchases, to meet our cash needs and to fund our domestic operations without repatriating earnings we hold outside of the United States;
|
•
|
our intention to reinvest the earnings we hold outside of the United States in our foreign operations and certain laws, other limitations and potential taxes on anticipated future repatriations of such earnings not materially affecting our liquidity, financial condition or results of operations;
|
•
|
the insignificance of ineffective hedges and reclassification of amounts related to our derivatives;
|
•
|
our effective tax rate for certain periods and the realization of certain net deferred tax assets and the effects of resolutions of tax-related matters;
|
•
|
the effect of adverse decisions in, or settlement of, litigation or other proceedings to which we are subject; or
|
•
|
the effect on the Company's results of operations or financial condition of the Company's adoption of certain new, or amendments to existing, accounting standards.
|
•
|
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;
|
•
|
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 U.S. and changes in U.S. and international tax regulations;
|
•
|
customer traffic and average ticket in Walmart's stores and clubs and on its eCommerce platforms;
|
•
|
the mix of merchandise Walmart sells and its customers purchase;
|
•
|
the availability of goods from suppliers and the cost of goods acquired from suppliers;
|
•
|
the effectiveness of the implementation and operation of Walmart's strategies, plans, programs and initiatives;
|
•
|
Walmart's ability to successfully integrate acquired businesses, including within the eCommerce space;
|
•
|
the amount of shrinkage Walmart experiences;
|
•
|
consumer acceptance of and response to Walmart's stores and clubs, digital platforms, programs, merchandise offerings and delivery methods;
|
•
|
Walmart's gross profit margins, including pharmacy margins and margins of other product categories;
|
•
|
the selling prices of gasoline and diesel fuel;
|
•
|
disruption of seasonal buying patterns in Walmart's markets;
|
•
|
Walmart's expenditures for Foreign Corrupt Practices Act ("FCPA") and other compliance-related matters including the adequacy of our accrual for the FCPA matter;
|
•
|
disruptions in Walmart's supply chain;
|
•
|
cybersecurity events affecting Walmart and related costs and impact of any disruption in business;
|
•
|
Walmart's labor costs, including healthcare and other benefit costs;
|
•
|
Walmart's casualty and accident-related costs and insurance costs;
|
•
|
the size of and turnover in Walmart's workforce and the number of associates at various pay levels within that workforce;
|
•
|
the availability of necessary personnel to staff Walmart's stores, clubs and other facilities;
|
•
|
unexpected changes in Walmart's objectives and plans;
|
•
|
developments in, and the outcome of, legal and regulatory proceedings and investigations to which Walmart is a party or is subject, and the liabilities, obligations and expenses, if any, that Walmart may incur in connection therewith;
|
•
|
changes in the credit ratings assigned to the Company's commercial paper and debt securities by credit rating agencies;
|
•
|
Walmart's effective tax rate; and
|
•
|
unanticipated changes in accounting judgments and estimates;
|
•
|
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 and initiatives in the markets in which Walmart operates and elsewhere and actions with respect to such policies, programs and initiatives;
|
•
|
the possibility of the imposition of new taxes on imports and new tariffs and trade restrictions and changes in tariff rates and trade restrictions;
|
•
|
changes in currency control laws;
|
•
|
changes in the level of public assistance payments;
|
•
|
the timing of federal income tax refunds;
|
•
|
natural disasters, public health emergencies, civil disturbances, and terrorist attacks; and
|
•
|
changes in generally accepted accounting principles in the United States.
|
ITEM 1.
|
BUSINESS
|
|
|
Minimum Square Feet
|
|
Maximum Square Feet
|
|
Average Square Feet
|
|||
Supercenters (general merchandise and grocery)
|
|
69,000
|
|
|
260,000
|
|
|
178,000
|
|
Discount stores (general merchandise and limited grocery)
|
|
30,000
|
|
|
206,000
|
|
|
105,000
|
|
Neighborhood Markets
(1)
(grocery)
|
|
28,000
|
|
|
65,000
|
|
|
42,000
|
|
(1)
|
Excludes other small formats.
|
|
|
Supercenters
|
|
Discount Stores
|
||||||||||||||||||||||||||
Fiscal Year
|
|
Opened
|
|
Closed
|
|
Conversions
(1)
|
|
Total
(2)
|
|
Square
Feet
(2)
|
|
Opened
|
|
Closed
|
|
Conversions
(1)
|
|
Total
(2)
|
|
Square
Feet
(2)
|
||||||||||
Balance forward
|
|
|
|
|
|
|
|
3,158
|
|
|
570,409
|
|
|
|
|
|
|
|
|
561
|
|
|
59,098
|
|
||||||
2014
|
|
72
|
|
|
—
|
|
|
58
|
|
|
3,288
|
|
|
589,858
|
|
|
4
|
|
|
—
|
|
|
(57
|
)
|
|
508
|
|
|
53,496
|
|
2015
|
|
79
|
|
|
—
|
|
|
40
|
|
|
3,407
|
|
|
607,415
|
|
|
2
|
|
|
—
|
|
|
(40
|
)
|
|
470
|
|
|
49,327
|
|
2016
|
|
55
|
|
|
(16
|
)
|
|
19
|
|
|
3,465
|
|
|
616,428
|
|
|
—
|
|
|
(9
|
)
|
|
(19
|
)
|
|
442
|
|
|
45,991
|
|
2017
|
|
38
|
|
|
(2
|
)
|
|
21
|
|
|
3,522
|
|
|
625,930
|
|
|
—
|
|
|
(6
|
)
|
|
(21
|
)
|
|
415
|
|
|
43,347
|
|
2018
|
|
30
|
|
|
—
|
|
|
9
|
|
|
3,561
|
|
|
632,479
|
|
|
—
|
|
|
(6
|
)
|
|
(9
|
)
|
|
400
|
|
|
41,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Neighborhood Markets and Other Small Formats
|
|
|
|
Total Segment
|
||||||||||||||||||||||||
Fiscal Year
|
|
Opened
|
|
Closed
|
|
Conversions
(1)
|
|
Total
(2)
|
|
Square
Feet
(2)
|
|
|
|
Opened
(3)
|
|
Closed
|
|
Total
(2)
|
|
Square
Feet
(2)
|
||||||||||
Balance forward
|
|
|
|
|
|
|
|
286
|
|
|
11,226
|
|
|
|
|
|
|
|
|
4,005
|
|
|
640,733
|
|
||||||
2014
|
|
122
|
|
|
—
|
|
|
(1
|
)
|
|
407
|
|
|
15,778
|
|
|
|
|
198
|
|
|
—
|
|
|
4,203
|
|
|
659,132
|
|
|
2015
|
|
235
|
|
|
(3
|
)
|
|
—
|
|
|
639
|
|
|
23,370
|
|
|
|
|
316
|
|
|
(3
|
)
|
|
4,516
|
|
|
680,112
|
|
|
2016
|
|
161
|
|
|
(133
|
)
|
|
—
|
|
|
667
|
|
|
27,228
|
|
|
|
|
216
|
|
|
(158
|
)
|
|
4,574
|
|
|
689,647
|
|
|
2017
|
|
73
|
|
|
(5
|
)
|
|
—
|
|
|
735
|
|
|
30,012
|
|
|
|
|
111
|
|
|
(13
|
)
|
|
4,672
|
|
|
699,289
|
|
|
2018
|
|
85
|
|
|
(20
|
)
|
|
—
|
|
|
800
|
|
|
30,111
|
|
|
|
|
115
|
|
|
(26
|
)
|
|
4,761
|
|
|
704,516
|
|
(1)
|
Conversions of discount stores or Neighborhood Markets to supercenters.
|
(2)
|
"Total" and "Square Feet" columns are as of January 31 for the years shown. Retail square feet are reported in thousands.
|
(3)
|
Total opened, net of conversions of discount stores or Neighborhood Markets to supercenters.
|
•
|
Grocery consists of a full line of grocery items, including meat, produce, natural & organics, deli & bakery, dairy, frozen foods, alcoholic and nonalcoholic beverages, floral and dry grocery, as well as consumables such as health and beauty aids, baby products, household chemicals, paper goods and pet supplies;
|
•
|
Health and wellness includes pharmacy, optical services, clinical services, and over-the-counter drugs and other medical products;
|
•
|
General merchandise includes:
|
◦
|
Entertainment (e.g., electronics, cameras and supplies, photo processing services, wireless, movies, music, video games and books);
|
◦
|
Hardlines (e.g., stationery, automotive, hardware and paint, sporting goods, outdoor living and horticulture);
|
◦
|
Apparel (e.g., apparel for women, girls, men, boys and infants, as well as shoes, jewelry and accessories); and
|
◦
|
Home/Seasonal (e.g., home furnishings, housewares and small appliances, bedding, home decor, toys, fabrics and crafts and seasonal merchandise).
|
|
|
Fiscal Years Ended January 31,
|
||||
STRATEGIC MERCHANDISE UNITS
|
|
2018
|
|
2017
|
|
2016
|
Grocery
|
|
56%
|
|
56%
|
|
56%
|
Health and wellness
|
|
11%
|
|
11%
|
|
11%
|
General merchandise
|
|
33%
|
|
33%
|
|
33%
|
Total
|
|
100%
|
|
100%
|
|
100%
|
•
|
EDLP: our pricing philosophy under which we price items at a low price every day so our customers trust that our prices will not change under frequent promotional activity;
|
•
|
EDLC: everyday low cost is our commitment to control expenses so our cost savings can be passed along to our customers;
|
•
|
Rollbacks: our commitment to pass cost savings on to the customer by lowering prices on selected goods;
|
•
|
Savings Catcher, Save Even More and Ad Match: strategies to meet or be below a competitor's advertised price;
|
•
|
Walmart Pickup: customer places order online and picks it up for free from a store. The merchandise is fulfilled through our distribution facilities;
|
•
|
Pickup Today: customer places order online and picks it up at a store within four hours for free. The order is fulfilled through existing store inventory;
|
•
|
Online Grocery: customer places grocery order online and has it delivered to home or picks it up at one of our participating stores or remote locations; and
|
•
|
Money Back Guarantee: our commitment to ensure the quality and freshness of the fruits and vegetables in our stores by offering our customers a 100 percent money-back guarantee if they are not satisfied.
|
|
|
Owned and Operated
|
|
Owned and Third Party Operated
|
|
Leased and Operated
|
|
Third Party Owned and Operated
|
|
Total
|
Walmart U.S. distribution facilities
|
|
103
|
|
2
|
|
23
|
|
29
|
|
157
|
|
|
Africa
|
|
Argentina
|
|
Brazil
|
|
Canada
|
|
Central
America
|
|
Chile
|
||||||||||||||||||||||||
Fiscal Year
|
|
Unit Count
|
|
Square Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
||||||||||||
Balance forward
|
|
377
|
|
|
19,775
|
|
|
94
|
|
|
7,531
|
|
|
558
|
|
|
32,494
|
|
|
379
|
|
|
48,354
|
|
|
642
|
|
|
9,873
|
|
|
329
|
|
|
12,671
|
|
2014
|
|
379
|
|
|
20,513
|
|
|
104
|
|
|
8,062
|
|
|
556
|
|
|
32,501
|
|
|
389
|
|
|
49,914
|
|
|
661
|
|
|
10,427
|
|
|
380
|
|
|
13,697
|
|
2015
|
|
396
|
|
|
21,223
|
|
|
105
|
|
|
8,119
|
|
|
557
|
|
|
33,028
|
|
|
394
|
|
|
50,927
|
|
|
690
|
|
|
11,094
|
|
|
404
|
|
|
14,762
|
|
2016
|
|
408
|
|
|
21,869
|
|
|
108
|
|
|
8,280
|
|
|
499
|
|
|
30,675
|
|
|
400
|
|
|
51,784
|
|
|
709
|
|
|
11,410
|
|
|
395
|
|
|
15,407
|
|
2017
|
|
412
|
|
|
22,542
|
|
|
107
|
|
|
8,264
|
|
|
498
|
|
|
30,642
|
|
|
410
|
|
|
53,088
|
|
|
731
|
|
|
11,770
|
|
|
363
|
|
|
15,260
|
|
2018
|
|
424
|
|
|
23,134
|
|
|
106
|
|
|
8,305
|
|
|
465
|
|
|
29,824
|
|
|
410
|
|
|
53,082
|
|
|
778
|
|
|
12,448
|
|
|
378
|
|
|
15,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
China
|
|
India
|
|
Japan
|
|
Mexico
(3)
|
|
United
Kingdom
|
|
Total Segment
|
||||||||||||||||||||||||
Fiscal Year
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
||||||||||||
Balance forward
|
|
393
|
|
|
65,801
|
|
|
20
|
|
|
1,083
|
|
|
438
|
|
|
24,448
|
|
|
1,988
|
|
|
88,833
|
|
|
565
|
|
|
34,810
|
|
|
5,783
|
|
|
345,673
|
|
2014
|
|
405
|
|
|
67,205
|
|
|
20
|
|
|
1,083
|
|
|
438
|
|
|
24,489
|
|
|
2,199
|
|
|
94,900
|
|
|
576
|
|
|
35,416
|
|
|
6,107
|
|
|
358,207
|
|
2015
|
|
411
|
|
|
68,269
|
|
|
20
|
|
|
1,083
|
|
|
431
|
|
|
24,429
|
|
|
2,290
|
|
|
98,419
|
|
|
592
|
|
|
36,277
|
|
|
6,290
|
|
|
367,630
|
|
2016
|
|
432
|
|
|
71,724
|
|
|
21
|
|
|
1,146
|
|
|
346
|
|
|
22,551
|
|
|
2,360
|
|
|
100,308
|
|
|
621
|
|
|
37,044
|
|
|
6,299
|
|
|
372,198
|
|
2017
|
|
439
|
|
|
73,172
|
|
|
20
|
|
|
1,091
|
|
|
341
|
|
|
21,921
|
|
|
2,411
|
|
|
101,681
|
|
|
631
|
|
|
37,338
|
|
|
6,363
|
|
|
376,769
|
|
2018
|
|
443
|
|
|
73,615
|
|
|
20
|
|
|
1,091
|
|
|
336
|
|
|
21,181
|
|
|
2,358
|
|
|
97,024
|
|
|
642
|
|
|
37,587
|
|
|
6,360
|
|
|
373,281
|
|
(1)
|
"Unit Count" includes retail stores, wholesale clubs and other, which includes drugstores and convenience stores. Walmart International unit counts, with the exception of Canada, are stated as of December 31, to correspond with the fiscal year end of the related geographic market. Canada unit counts and square footage are stated as of January 31. For the balance forward, all country balances are stated as of the end of fiscal year 2013.
|
(2)
|
"Square Feet" columns are reported in thousands.
|
(3)
|
All periods presented exclude units and square feet for the Vips restaurant business. The Company completed the sale of the Vips restaurant business in fiscal 2015.
|
Geographic Market
|
|
Retail
|
|
Wholesale
|
|
Other
(2)
|
|
Total
|
||||
Africa
(3)
|
|
335
|
|
|
89
|
|
|
—
|
|
|
424
|
|
Argentina
|
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
Brazil
|
|
380
|
|
|
70
|
|
|
15
|
|
|
465
|
|
Canada
|
|
410
|
|
|
—
|
|
|
—
|
|
|
410
|
|
Central America
(4)
|
|
778
|
|
|
—
|
|
|
—
|
|
|
778
|
|
Chile
|
|
373
|
|
|
5
|
|
|
—
|
|
|
378
|
|
China
|
|
424
|
|
|
19
|
|
|
—
|
|
|
443
|
|
India
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
Japan
|
|
336
|
|
|
—
|
|
|
—
|
|
|
336
|
|
Mexico
|
|
2,186
|
|
|
162
|
|
|
10
|
|
|
2,358
|
|
United Kingdom
|
|
617
|
|
|
—
|
|
|
25
|
|
|
642
|
|
Total
|
|
5,945
|
|
|
365
|
|
|
50
|
|
|
6,360
|
|
(1)
|
Walmart International unit counts, with the exception of Canada, are stated as of December 31,
2017
, to correspond with the balance sheet date of the related geographic market. Canada unit counts are stated as of
January 31, 2018
.
|
(2)
|
Other includes drug stores and convenience stores.
|
(3)
|
Africa unit counts by country are Botswana (
11
), Ghana (
2
), Kenya (
1
), Lesotho (
3
), Malawi (
2
), Mozambique (
5
), Namibia (
4
), Nigeria (
5
), South Africa (
382
), Swaziland (
1
), Tanzania (
1
), Uganda (
1
) and Zambia (
6
).
|
(4)
|
Central America unit counts by country are Costa Rica (
247
), El Salvador (
95
), Guatemala (
238
), Honduras (
103
) and Nicaragua (
95
).
|
|
|
Owned and Operated
|
|
Owned and Third Party Operated
|
|
Leased and Operated
|
|
Third Party Owned and Operated
|
|
Total
|
International distribution facilities
|
|
43
|
|
12
|
|
87
|
|
46
|
|
188
|
|
Membership Type
|
||
|
Plus
|
|
Club
|
Annual Membership Fee
|
$100
|
|
$45
|
Number of Add-on Memberships ($40 each)
|
Up to 16
|
|
Up to 8
|
Eligible for Cash Rewards
|
Yes
|
|
No
|
Eligible for Free Shipping
|
Yes
|
|
No
|
Fiscal Year
|
|
Opened
|
|
Closed
|
|
Total
(1)
|
|
Square
Feet
(1)
|
||||
Balance forward
|
|
|
|
|
|
620
|
|
|
82,653
|
|
||
2014
|
|
12
|
|
|
—
|
|
|
632
|
|
|
84,382
|
|
2015
|
|
16
|
|
|
(1
|
)
|
|
647
|
|
|
86,510
|
|
2016
|
|
8
|
|
|
—
|
|
|
655
|
|
|
87,552
|
|
2017
|
|
9
|
|
|
(4
|
)
|
|
660
|
|
|
88,376
|
|
2018
|
|
4
|
|
|
(67
|
)
|
|
597
|
|
|
80,068
|
|
(1)
|
"Total" and "Square Feet" columns are as of January 31 for the fiscal years shown. Retail square feet are reported in thousands.
|
•
|
Grocery and consumables includes dairy, meat, bakery, deli, produce, dry, chilled or frozen packaged foods, alcoholic and nonalcoholic beverages, floral, snack foods, candy, other grocery items, health and beauty aids, paper goods, laundry and home care, baby care, pet supplies and other consumable items;
|
•
|
Fuel and other categories consists of gasoline stations, tobacco, tools and power equipment, and tire and battery centers;
|
•
|
Home and apparel includes home improvement, outdoor living, grills, gardening, furniture, apparel, jewelry, housewares, toys, seasonal items, mattresses and small appliances;
|
•
|
Technology, office and entertainment includes electronics, wireless, software, video games, movies, books, music, office supplies, office furniture, photo processing and third-party gift cards; and
|
•
|
Health and wellness includes pharmacy, optical and hearing services and over-the-counter drugs.
|
|
|
Fiscal Years Ended January 31,
|
||||
MERCHANDISE CATEGORY
|
|
2018
|
|
2017
|
|
2016
|
Grocery and consumables
|
|
58%
|
|
59%
|
|
59%
|
Fuel and other categories
|
|
21%
|
|
20%
|
|
20%
|
Home and apparel
|
|
9%
|
|
9%
|
|
9%
|
Technology, office and entertainment
|
|
6%
|
|
6%
|
|
7%
|
Health and wellness
|
|
6%
|
|
6%
|
|
5%
|
Total
|
|
100%
|
|
100%
|
|
100%
|
|
|
Owned and Operated
|
|
Owned and Third Party Operated
|
|
Leased and Operated
|
|
Third Party Owned and Operated
|
|
Total
|
Sam's Club distribution facilities
|
|
3
|
|
3
|
|
3
|
|
13
|
|
22
|
Name
|
|
Business Experience
|
|
Current
Position
Held Since
|
|
Age
|
Daniel J. Bartlett
|
|
Executive Vice President, Corporate Affairs, effective June 2013. From November 2007 to June 2013, he served as the Chief Executive Officer and President of U.S. Operations at Hill & Knowlton, Inc., a public relations company.
|
|
2013
|
|
46
|
|
|
|
|
|
|
|
M. Brett Biggs
|
|
Executive Vice President and Chief Financial Officer, effective January 1, 2016. From January 2014 to December 2015, he served as Executive Vice President and Chief Financial Officer of Walmart International. From January 2013 to January 2014, he was Executive Vice President and Chief Financial Officer of Walmart U.S.
|
|
2016
|
|
49
|
|
|
|
|
|
|
|
Jacqueline P. Canney
|
|
Executive Vice President, Global People, effective August 3, 2015. From September 2003 to July 2015, she served as the Managing Director of Global Human Resources at Accenture plc., a global management consulting, technology services and outsourcing company.
|
|
2015
|
|
50
|
|
|
|
|
|
|
|
David M. Chojnowski
|
|
Senior Vice President and Controller effective January 1, 2017. From October 2014 to January 2017, he served as Vice President and Controller, Walmart U.S. From January 2013 to October 2014, he served as Vice President, Finance Transformation, of Walmart International.
|
|
2017
|
|
48
|
|
|
|
|
|
|
|
Gregory Foran
|
|
Executive Vice President, President and Chief Executive Officer, Walmart U.S. effective August 2014. From May 2014 to August 2014, he served as President and Chief Executive Officer for the Walmart Asia region. From March 2012 to May 2014, he served as President and Chief Executive Officer of Walmart China.
|
|
2014
|
|
56
|
|
|
|
|
|
|
|
John Furner
|
|
Executive Vice President, President and Chief Executive Officer, Sam's Club, effective February 1, 2017. From October 2015 to January 2017, he served as Executive Vice President and Chief Merchandising Officer of Sam's Club. From January 2013 to October 2015, he served as Senior Vice President and Chief Merchandising Officer of Walmart China.
|
|
2017
|
|
43
|
|
|
|
|
|
|
|
Marc Lore
|
|
Executive Vice President, President and Chief Executive Officer, U.S. eCommerce, effective September 2016. From April 2014 to September 2016, he served as President and Chief Executive Officer of Jet.com, Inc. From January 2005 to July 2013, he served as Chief Executive Officer of Quidsi, Inc., an eCommerce retailer that became a wholly-owned subsidiary of Amazon.com, Inc. in April 2011.
|
|
2016
|
|
46
|
|
|
|
|
|
|
|
Judith McKenna
|
|
Executive Vice President, President and Chief Executive Officer, Walmart International, effective February 1, 2018. From February 2015 to January 2018, she served as Executive Vice President and Chief Operating Officer of Walmart U.S. Prior to that position, she served as Executive Vice President and Chief Development Officer for Walmart U.S. from April 2014 to February 2015; as Executive Vice President, Strategy and Development, for Walmart International, from April 2013 to April 2014; and as Chief Operating Officer of Asda Group Limited, the Company's subsidiary in the United Kingdom, from July 2011 to April 2013.
|
|
2018
|
|
51
|
|
|
|
|
|
|
|
C. Douglas McMillon
|
|
President and Chief Executive Officer, effective February 1, 2014. From February 2009 to January 2014, he served as Executive Vice President, President and Chief Executive Officer, Walmart International.
|
|
2014
|
|
51
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
|
|
Walmart U.S.
|
|
Sam's Club
|
|
|
|||||||||
State or Territory
|
|
Supercenters
|
|
Discount Stores
|
|
Neighborhood Markets
and other small formats |
|
Clubs
|
|
Grand Total
|
|||||
Alabama
|
|
101
|
|
|
1
|
|
|
30
|
|
|
13
|
|
|
145
|
|
Alaska
|
|
7
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Arizona
|
|
83
|
|
|
2
|
|
|
31
|
|
|
12
|
|
|
128
|
|
Arkansas
|
|
76
|
|
|
6
|
|
|
37
|
|
|
9
|
|
|
128
|
|
California
|
|
141
|
|
|
74
|
|
|
76
|
|
|
29
|
|
|
320
|
|
Colorado
|
|
70
|
|
|
4
|
|
|
18
|
|
|
17
|
|
|
109
|
|
Connecticut
|
|
12
|
|
|
21
|
|
|
1
|
|
|
1
|
|
|
35
|
|
Delaware
|
|
6
|
|
|
3
|
|
|
—
|
|
|
1
|
|
|
10
|
|
Florida
|
|
231
|
|
|
9
|
|
|
94
|
|
|
46
|
|
|
380
|
|
Georgia
|
|
154
|
|
|
2
|
|
|
35
|
|
|
24
|
|
|
215
|
|
Hawaii
|
|
—
|
|
|
10
|
|
|
—
|
|
|
2
|
|
|
12
|
|
Idaho
|
|
23
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
27
|
|
Illinois
|
|
139
|
|
|
17
|
|
|
11
|
|
|
25
|
|
|
192
|
|
Indiana
|
|
97
|
|
|
7
|
|
|
11
|
|
|
13
|
|
|
128
|
|
Iowa
|
|
58
|
|
|
2
|
|
|
—
|
|
|
9
|
|
|
69
|
|
Kansas
|
|
58
|
|
|
2
|
|
|
16
|
|
|
9
|
|
|
85
|
|
Kentucky
|
|
79
|
|
|
8
|
|
|
11
|
|
|
9
|
|
|
107
|
|
Louisiana
|
|
89
|
|
|
2
|
|
|
34
|
|
|
14
|
|
|
139
|
|
Maine
|
|
19
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
25
|
|
Maryland
|
|
30
|
|
|
18
|
|
|
2
|
|
|
11
|
|
|
61
|
|
Massachusetts
|
|
27
|
|
|
22
|
|
|
3
|
|
|
—
|
|
|
52
|
|
Michigan
|
|
91
|
|
|
3
|
|
|
9
|
|
|
23
|
|
|
126
|
|
Minnesota
|
|
65
|
|
|
4
|
|
|
1
|
|
|
12
|
|
|
82
|
|
Mississippi
|
|
65
|
|
|
3
|
|
|
10
|
|
|
7
|
|
|
85
|
|
Missouri
|
|
112
|
|
|
9
|
|
|
18
|
|
|
19
|
|
|
158
|
|
Montana
|
|
14
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
16
|
|
Nebraska
|
|
35
|
|
|
—
|
|
|
7
|
|
|
5
|
|
|
47
|
|
Nevada
|
|
30
|
|
|
2
|
|
|
11
|
|
|
7
|
|
|
50
|
|
New Hampshire
|
|
19
|
|
|
8
|
|
|
—
|
|
|
2
|
|
|
29
|
|
New Jersey
|
|
29
|
|
|
34
|
|
|
—
|
|
|
7
|
|
|
70
|
|
New Mexico
|
|
35
|
|
|
2
|
|
|
9
|
|
|
7
|
|
|
53
|
|
New York
|
|
80
|
|
|
18
|
|
|
7
|
|
|
12
|
|
|
117
|
|
North Carolina
|
|
144
|
|
|
6
|
|
|
45
|
|
|
22
|
|
|
217
|
|
North Dakota
|
|
14
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
17
|
|
Ohio
|
|
139
|
|
|
6
|
|
|
—
|
|
|
27
|
|
|
172
|
|
Oklahoma
|
|
81
|
|
|
8
|
|
|
34
|
|
|
13
|
|
|
136
|
|
Oregon
|
|
28
|
|
|
7
|
|
|
10
|
|
|
—
|
|
|
45
|
|
Pennsylvania
|
|
116
|
|
|
21
|
|
|
3
|
|
|
24
|
|
|
164
|
|
Puerto Rico
|
|
13
|
|
|
5
|
|
|
17
|
|
|
7
|
|
|
42
|
|
Rhode Island
|
|
5
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
9
|
|
South Carolina
|
|
84
|
|
|
—
|
|
|
27
|
|
|
13
|
|
|
124
|
|
South Dakota
|
|
15
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
17
|
|
Tennessee
|
|
117
|
|
|
2
|
|
|
21
|
|
|
14
|
|
|
154
|
|
Texas
|
|
389
|
|
|
20
|
|
|
111
|
|
|
81
|
|
|
601
|
|
Utah
|
|
41
|
|
|
—
|
|
|
12
|
|
|
8
|
|
|
61
|
|
Vermont
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Virginia
|
|
109
|
|
|
6
|
|
|
24
|
|
|
15
|
|
|
154
|
|
Washington
|
|
52
|
|
|
10
|
|
|
6
|
|
|
—
|
|
|
68
|
|
Washington D.C.
|
|
3
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
5
|
|
West Virginia
|
|
38
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
44
|
|
Wisconsin
|
|
83
|
|
|
4
|
|
|
2
|
|
|
10
|
|
|
99
|
|
Wyoming
|
|
12
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
14
|
|
U.S. total
|
|
3,561
|
|
|
400
|
|
|
800
|
|
|
597
|
|
|
5,358
|
|
Geographic Market
|
|
Retail
|
|
Wholesale
|
|
Other
(2)
|
|
Total
|
||||
Africa
(3)
|
|
335
|
|
|
89
|
|
|
—
|
|
|
424
|
|
Argentina
|
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
Brazil
|
|
380
|
|
|
70
|
|
|
15
|
|
|
465
|
|
Canada
|
|
410
|
|
|
—
|
|
|
—
|
|
|
410
|
|
Central America
(4)
|
|
778
|
|
|
—
|
|
|
—
|
|
|
778
|
|
Chile
|
|
373
|
|
|
5
|
|
|
—
|
|
|
378
|
|
China
|
|
424
|
|
|
19
|
|
|
—
|
|
|
443
|
|
India
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
Japan
|
|
336
|
|
|
—
|
|
|
—
|
|
|
336
|
|
Mexico
|
|
2,186
|
|
|
162
|
|
|
10
|
|
|
2,358
|
|
United Kingdom
|
|
617
|
|
|
—
|
|
|
25
|
|
|
642
|
|
International total
|
|
5,945
|
|
|
365
|
|
|
50
|
|
|
6,360
|
|
(1)
|
Walmart International unit counts, with the exception of Canada, are stated as of December 31, 2017, to correspond with the balance sheet date of the related geographic market. Canada unit counts are stated as of
January 31, 2018
.
|
(2)
|
Other includes drug stores and convenience stores.
|
(3)
|
Africa unit counts by country are Botswana (
11
), Ghana (
2
), Kenya (
1
), Lesotho (
3
), Malawi (
2
), Mozambique (
5
), Namibia (
4
), Nigeria (
5
), South Africa (
382
), Swaziland (
1
), Tanzania (
1
), Uganda (
1
) and Zambia (
6
).
|
(4)
|
Central America unit counts by country are Costa Rica (
247
), El Salvador (
95
), Guatemala (
238
), Honduras (
103
) and Nicaragua (
95
).
|
|
|
Owned and Operated
|
|
Owned and Third Party Operated
|
|
Leased and Operated
|
|
Third Party Owned and Operated
|
|
Total
|
|||||
U.S. properties
|
|
|
|
|
|
|
|
|
|
|
|||||
Walmart U.S. retail units
|
|
4,066
|
|
|
—
|
|
|
695
|
|
|
—
|
|
|
4,761
|
|
Sam's Club retail units
|
|
512
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
597
|
|
Total U.S. retail units
|
|
4,578
|
|
|
—
|
|
|
780
|
|
|
—
|
|
|
5,358
|
|
Walmart U.S. distribution facilities
|
|
103
|
|
|
2
|
|
|
23
|
|
|
29
|
|
|
157
|
|
Sam's Club distribution facilities
|
|
3
|
|
|
3
|
|
|
3
|
|
|
13
|
|
|
22
|
|
Total U.S. distribution facilities
|
|
106
|
|
|
5
|
|
|
26
|
|
|
42
|
|
|
179
|
|
Total U.S. properties
|
|
4,684
|
|
|
5
|
|
|
806
|
|
|
42
|
|
|
5,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
International properties
|
|
|
|
|
|
|
|
|
|
|
|||||
Africa
|
|
39
|
|
|
—
|
|
|
385
|
|
|
—
|
|
|
424
|
|
Argentina
|
|
66
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
106
|
|
Brazil
|
|
209
|
|
|
—
|
|
|
256
|
|
|
—
|
|
|
465
|
|
Canada
|
|
124
|
|
|
—
|
|
|
286
|
|
|
—
|
|
|
410
|
|
Central America
|
|
304
|
|
|
—
|
|
|
474
|
|
|
—
|
|
|
778
|
|
Chile
|
|
228
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
378
|
|
China
|
|
3
|
|
|
—
|
|
|
440
|
|
|
—
|
|
|
443
|
|
India
|
|
2
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
20
|
|
Japan
|
|
56
|
|
|
—
|
|
|
280
|
|
|
—
|
|
|
336
|
|
Mexico
|
|
669
|
|
|
—
|
|
|
1,689
|
|
|
—
|
|
|
2,358
|
|
United Kingdom
|
|
442
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
642
|
|
Total International retail units
|
|
2,142
|
|
|
—
|
|
|
4,218
|
|
|
—
|
|
|
6,360
|
|
International distribution facilities
|
|
43
|
|
|
12
|
|
|
87
|
|
|
46
|
|
|
188
|
|
Total International properties
|
|
2,185
|
|
|
12
|
|
|
4,305
|
|
|
46
|
|
|
6,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total retail units
|
|
6,720
|
|
|
—
|
|
|
4,998
|
|
|
—
|
|
|
11,718
|
|
Total distribution facilities
|
|
149
|
|
|
17
|
|
|
113
|
|
|
88
|
|
|
367
|
|
Total properties
|
|
6,869
|
|
|
17
|
|
|
5,111
|
|
|
88
|
|
|
12,085
|
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
2018
|
|
2017
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
1st Quarter
|
|
$
|
75.77
|
|
|
$
|
66.04
|
|
|
$
|
70.08
|
|
|
$
|
62.35
|
|
2nd Quarter
|
|
80.47
|
|
|
73.13
|
|
|
74.35
|
|
|
62.72
|
|
||||
3rd Quarter
|
|
89.11
|
|
|
77.50
|
|
|
75.19
|
|
|
67.07
|
|
||||
4th Quarter
|
|
109.98
|
|
|
87.00
|
|
|
72.48
|
|
|
65.28
|
|
|
2019
|
||||||
|
High
|
|
Low
|
||||
1st Quarter
(1)
|
$
|
106.56
|
|
|
$
|
85.28
|
|
(1)
|
Through March 28, 2018.
|
April 2, 2018
|
$
|
0.52
|
|
June 4, 2018
|
0.52
|
|
|
September 4, 2018
|
0.52
|
|
|
January 2, 2019
|
0.52
|
|
April 3, 2017
|
$
|
0.51
|
|
June 5, 2017
|
0.51
|
|
|
September 5, 2017
|
0.51
|
|
|
January 2, 2018
|
0.51
|
|
April 4, 2016
|
$
|
0.50
|
|
June 6, 2016
|
0.50
|
|
|
September 6, 2016
|
0.50
|
|
|
January 3, 2017
|
0.50
|
|
*Assumes $100 Invested on February 1, 2013
Assumes Dividends Reinvested
Fiscal Year Ending January 31, 2018 |
|
Fiscal Years Ended January 31,
|
||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Walmart Inc.
|
$
|
100.00
|
|
|
$
|
109.39
|
|
|
$
|
127.58
|
|
|
$
|
102.39
|
|
|
$
|
105.97
|
|
|
$
|
173.61
|
|
S&P 500 Index
|
100.00
|
|
|
121.52
|
|
|
138.80
|
|
|
137.88
|
|
|
165.51
|
|
|
209.22
|
|
||||||
S&P 500 Retailing Index
|
100.00
|
|
|
127.72
|
|
|
153.64
|
|
|
184.32
|
|
|
218.76
|
|
|
321.37
|
|
Fiscal Period
|
|
Total Number of
Shares Repurchased
|
|
Average Price Paid
per Share
(in dollars)
|
|
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)
(in billions)
|
||||||
November 1-30, 2017
|
|
6,816,775
|
|
|
$
|
93.00
|
|
|
6,816,775
|
|
|
$
|
19.8
|
|
December 1-31, 2017
|
|
5,594,137
|
|
|
97.92
|
|
|
5,594,137
|
|
|
19.2
|
|
||
January 1-31, 2018
|
|
4,170,041
|
|
|
102.37
|
|
|
4,170,041
|
|
|
18.8
|
|
||
Total
|
|
16,580,953
|
|
|
|
|
16,580,953
|
|
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Five-Year Financial Summary
|
|
Walmart Inc.
|
|
|
|
As of and for the Fiscal Years Ended January 31,
|
||||||||||||||||||
(Amounts in millions, except per share and unit count data)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Operating results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
500,343
|
|
|
$
|
485,873
|
|
|
$
|
482,130
|
|
|
$
|
485,651
|
|
|
$
|
476,294
|
|
Percentage change in total revenues from previous fiscal year
|
|
3.0
|
%
|
|
0.8
|
%
|
|
(0.7
|
)%
|
|
2.0
|
%
|
|
1.6
|
%
|
|||||
Net sales
|
|
$
|
495,761
|
|
|
$
|
481,317
|
|
|
$
|
478,614
|
|
|
$
|
482,229
|
|
|
$
|
473,076
|
|
Percentage change in net sales from previous fiscal year
|
|
3.0
|
%
|
|
0.6
|
%
|
|
(0.7
|
)%
|
|
1.9
|
%
|
|
1.6
|
%
|
|||||
Increase (decrease) in calendar comparable sales
(1)
in the U.S.
|
|
2.2
|
%
|
|
1.4
|
%
|
|
0.3
|
%
|
|
0.5
|
%
|
|
(0.5
|
)%
|
|||||
Walmart U.S.
|
|
2.1
|
%
|
|
1.6
|
%
|
|
1.0
|
%
|
|
0.6
|
%
|
|
(0.6
|
)%
|
|||||
Sam's Club
|
|
2.8
|
%
|
|
0.5
|
%
|
|
(3.2
|
)%
|
|
0.0
|
%
|
|
0.3
|
%
|
|||||
Gross profit margin
|
|
24.7
|
%
|
|
24.9
|
%
|
|
24.6
|
%
|
|
24.3
|
%
|
|
24.3
|
%
|
|||||
Operating, selling, general and administrative expenses, as a percentage of net sales
|
|
21.5
|
%
|
|
21.2
|
%
|
|
20.3
|
%
|
|
19.4
|
%
|
|
19.3
|
%
|
|||||
Operating income
|
|
$
|
20,437
|
|
|
$
|
22,764
|
|
|
$
|
24,105
|
|
|
$
|
27,147
|
|
|
$
|
26,872
|
|
Income from continuing operations attributable to Walmart
|
|
9,862
|
|
|
13,643
|
|
|
14,694
|
|
|
16,182
|
|
|
15,918
|
|
|||||
Diluted income per common share from continuing operations attributable to Walmart
|
|
$
|
3.28
|
|
|
$
|
4.38
|
|
|
$
|
4.57
|
|
|
$
|
4.99
|
|
|
$
|
4.85
|
|
Dividends declared per common share
|
|
2.04
|
|
|
2.00
|
|
|
1.96
|
|
|
1.92
|
|
|
1.88
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventories
|
|
$
|
43,783
|
|
|
$
|
43,046
|
|
|
$
|
44,469
|
|
|
$
|
45,141
|
|
|
$
|
44,858
|
|
Property, equipment, capital lease and financing obligation assets, net
|
|
114,818
|
|
|
114,178
|
|
|
116,516
|
|
|
116,655
|
|
|
117,907
|
|
|||||
Total assets
|
|
204,522
|
|
|
198,825
|
|
|
199,581
|
|
|
203,490
|
|
|
204,541
|
|
|||||
Long-term debt and long-term capital lease and financing obligations (excluding amounts due within one year)
|
|
36,825
|
|
|
42,018
|
|
|
44,030
|
|
|
43,495
|
|
|
44,368
|
|
|||||
Total Walmart shareholders' equity
|
|
77,869
|
|
|
77,798
|
|
|
80,546
|
|
|
81,394
|
|
|
76,255
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unit counts
(2)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Walmart U.S. segment
|
|
4,761
|
|
|
4,672
|
|
|
4,574
|
|
|
4,516
|
|
|
4,203
|
|
|||||
Walmart International segment
|
|
6,360
|
|
|
6,363
|
|
|
6,299
|
|
|
6,290
|
|
|
6,107
|
|
|||||
Sam's Club segment
|
|
597
|
|
|
660
|
|
|
655
|
|
|
647
|
|
|
632
|
|
|||||
Total units
|
|
11,718
|
|
|
11,695
|
|
|
11,528
|
|
|
11,453
|
|
|
10,942
|
|
(1)
|
Comparable sales include sales from stores and clubs open for the previous 12 months, including remodels, relocations and expansions, as well as eCommerce sales and sales from eCommerce acquisitions when such acquisitions have been owned for 12 months. Comparable sales include fuel.
|
(2)
|
Unit counts related to discontinued operations have been removed from all relevant periods.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Walmart U.S. is our largest segment with three primary store formats and eCommerce, as well as 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 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 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.
|
•
|
strong, efficient growth;
|
•
|
operating discipline; and
|
•
|
strategic capital allocation.
|
|
|
Fiscal Years Ended January 31,
|
||||||
(Amounts in millions, except unit counts)
|
|
2018
|
|
2017
|
||||
Net sales
|
|
$
|
495,761
|
|
|
$
|
481,317
|
|
Percentage change from comparable period
|
|
3.0
|
%
|
|
0.6
|
%
|
||
Operating, selling, general and administrative expenses
|
|
$
|
106,510
|
|
|
$
|
101,853
|
|
Percentage change from comparable period
|
|
4.6
|
%
|
|
5.0
|
%
|
||
Operating, selling, general and administrative expenses as a percentage of net sales
|
|
21.5
|
%
|
|
21.2
|
%
|
(Amounts in millions)
|
|
Fiscal Years Ended January 31,
|
||||||
Allocation of Capital Expenditures
|
|
2018
|
|
2017
|
||||
New stores and clubs, including expansions and relocations
|
|
$
|
914
|
|
|
$
|
2,171
|
|
Remodels
|
|
2,009
|
|
|
1,589
|
|
||
eCommerce, technology, supply chain and other
|
|
4,521
|
|
|
4,162
|
|
||
Total U.S.
|
|
7,444
|
|
|
7,922
|
|
||
Walmart International
|
|
2,607
|
|
|
2,697
|
|
||
Total capital expenditures
|
|
$
|
10,051
|
|
|
$
|
10,619
|
|
|
|
Fiscal Years Ended January 31,
|
||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
||||
CALCULATION OF RETURN ON ASSETS
|
||||||||
Numerator
|
|
|
|
|
||||
Consolidated net income
|
|
$
|
10,523
|
|
|
$
|
14,293
|
|
Denominator
|
|
|
|
|
||||
Average total assets
(1)
|
|
$
|
201,674
|
|
|
$
|
199,203
|
|
Return on assets (ROA)
|
|
5.2
|
%
|
|
7.2
|
%
|
||
|
|
|
|
|
||||
CALCULATION OF RETURN ON INVESTMENT
|
||||||||
Numerator
|
|
|
|
|
||||
Operating income
|
|
$
|
20,437
|
|
|
$
|
22,764
|
|
+ Interest income
|
|
152
|
|
|
100
|
|
||
+ Depreciation and amortization
|
|
10,529
|
|
|
10,080
|
|
||
+ Rent
|
|
2,932
|
|
|
2,612
|
|
||
= Adjusted operating income
|
|
$
|
34,050
|
|
|
$
|
35,556
|
|
|
|
|
|
|
||||
Denominator
|
|
|
|
|
||||
Average total assets
(1)
|
|
$
|
201,674
|
|
|
$
|
199,203
|
|
+ Average accumulated depreciation and amortization
(1)
|
|
79,995
|
|
|
74,245
|
|
||
- Average accounts payable
(1)
|
|
43,763
|
|
|
39,960
|
|
||
- Average accrued liabilities
(1)
|
|
21,388
|
|
|
20,131
|
|
||
+ Rent x 8
|
|
23,456
|
|
|
20,896
|
|
||
= Average invested capital
|
|
$
|
239,974
|
|
|
$
|
234,253
|
|
Return on investment (ROI)
|
|
14.2
|
%
|
|
15.2
|
%
|
|
|
As of January 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Certain Balance Sheet Data
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
204,522
|
|
|
$
|
198,825
|
|
|
$
|
199,581
|
|
Accumulated depreciation and amortization
|
|
83,039
|
|
|
76,951
|
|
|
71,538
|
|
|||
Accounts payable
|
|
46,092
|
|
|
41,433
|
|
|
38,487
|
|
|||
Accrued liabilities
|
|
22,122
|
|
|
20,654
|
|
|
19,607
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
|
$
|
28,337
|
|
|
$
|
31,673
|
|
|
$
|
27,552
|
|
Payments for property and equipment
|
|
(10,051
|
)
|
|
(10,619
|
)
|
|
(11,477
|
)
|
|||
Free cash flow
|
|
$
|
18,286
|
|
|
$
|
21,054
|
|
|
$
|
16,075
|
|
|
|
|
|
|
|
|
||||||
Net cash used in investing activities
(1)
|
|
$
|
(9,060
|
)
|
|
$
|
(13,987
|
)
|
|
$
|
(10,675
|
)
|
Net cash used in financing activities
|
|
(19,875
|
)
|
|
(19,072
|
)
|
|
(16,285
|
)
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except unit counts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total revenues
|
|
$
|
500,343
|
|
|
$
|
485,873
|
|
|
$
|
482,130
|
|
Percentage change from comparable period
|
|
3.0
|
%
|
|
0.8
|
%
|
|
(0.7
|
)%
|
|||
Net sales
|
|
$
|
495,761
|
|
|
$
|
481,317
|
|
|
$
|
478,614
|
|
Percentage change from comparable period
|
|
3.0
|
%
|
|
0.6
|
%
|
|
(0.7
|
)%
|
|||
Total U.S. calendar comparable sales increase
|
|
2.2
|
%
|
|
1.4
|
%
|
|
0.3
|
%
|
|||
Gross profit rate
|
|
24.7
|
%
|
|
24.9
|
%
|
|
24.6
|
%
|
|||
Operating income
|
|
$
|
20,437
|
|
|
$
|
22,764
|
|
|
$
|
24,105
|
|
Operating income as a percentage of net sales
|
|
4.1
|
%
|
|
4.7
|
%
|
|
5.0
|
%
|
|||
Consolidated net income
|
|
$
|
10,523
|
|
|
$
|
14,293
|
|
|
$
|
15,080
|
|
Unit counts at period end
|
|
11,718
|
|
|
11,695
|
|
|
11,528
|
|
|||
Retail square feet at period end
|
|
1,158
|
|
|
1,164
|
|
|
1,149
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except unit counts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
$
|
318,477
|
|
|
$
|
307,833
|
|
|
$
|
298,378
|
|
Percentage change from comparable period
|
|
3.5
|
%
|
|
3.2
|
%
|
|
3.6
|
%
|
|||
Calendar comparable sales increase
|
|
2.1
|
%
|
|
1.6
|
%
|
|
1.0
|
%
|
|||
Operating income
|
|
$
|
17,869
|
|
|
$
|
17,745
|
|
|
$
|
19,087
|
|
Operating income as a percentage of net sales
|
|
5.6
|
%
|
|
5.8
|
%
|
|
6.4
|
%
|
|||
Unit counts at period end
|
|
4,761
|
|
|
4,672
|
|
|
4,574
|
|
|||
Retail square feet at period end
|
|
705
|
|
|
699
|
|
|
690
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except unit counts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
$
|
118,068
|
|
|
$
|
116,119
|
|
|
$
|
123,408
|
|
Percentage change from comparable period
|
|
1.7
|
%
|
|
(5.9
|
)%
|
|
(9.4
|
)%
|
|||
Operating income
|
|
$
|
5,352
|
|
|
$
|
5,758
|
|
|
$
|
5,346
|
|
Operating income as a percentage of net sales
|
|
4.5
|
%
|
|
5.0
|
%
|
|
4.3
|
%
|
|||
Unit counts at period end
|
|
6,360
|
|
|
6,363
|
|
|
6,299
|
|
|||
Retail square feet at period end
|
|
373
|
|
|
377
|
|
|
372
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except unit counts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Including Fuel
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
59,216
|
|
|
$
|
57,365
|
|
|
$
|
56,828
|
|
Percentage change from comparable period
|
|
3.2
|
%
|
|
0.9
|
%
|
|
(2.1
|
)%
|
|||
Calendar comparable sales increase (decrease)
|
|
2.8
|
%
|
|
0.5
|
%
|
|
(3.2
|
)%
|
|||
Operating income
|
|
$
|
982
|
|
|
$
|
1,671
|
|
|
$
|
1,820
|
|
Operating income as a percentage of net sales
|
|
1.7
|
%
|
|
2.9
|
%
|
|
3.2
|
%
|
|||
Unit counts at period end
|
|
597
|
|
|
660
|
|
|
655
|
|
|||
Retail square feet at period end
|
|
80
|
|
|
88
|
|
|
88
|
|
|||
|
|
|
|
|
|
|
||||||
Excluding Fuel
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
54,456
|
|
|
$
|
53,289
|
|
|
$
|
52,330
|
|
Percentage change from comparable period
|
|
2.2
|
%
|
|
1.8
|
%
|
|
1.4
|
%
|
|||
Operating income
|
|
$
|
864
|
|
|
$
|
1,619
|
|
|
$
|
1,746
|
|
Operating income as a percentage of net sales
|
|
1.6
|
%
|
|
3.0
|
%
|
|
3.3
|
%
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
|
$
|
28,337
|
|
|
$
|
31,673
|
|
|
$
|
27,552
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash used in investing activities
|
|
$
|
(9,060
|
)
|
|
$
|
(13,987
|
)
|
|
$
|
(10,675
|
)
|
•
|
in Walmart U.S., continuing to prioritize store remodels and digital experiences, with approximately 1,000 additional online grocery locations;
|
•
|
in Walmart International, investing more in fulfillment capabilities in addition to new stores; and,
|
•
|
eCommerce investments that include enhanced supply chain capabilities.
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash used in financing activities
|
|
$
|
(19,875
|
)
|
|
$
|
(19,072
|
)
|
|
$
|
(16,285
|
)
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Maximum amount outstanding at any month-end
|
|
$
|
11,386
|
|
|
$
|
9,493
|
|
|
$
|
10,551
|
|
Average daily short-term borrowings
|
|
8,131
|
|
|
5,691
|
|
|
4,536
|
|
|||
Annual weighted-average interest rate
|
|
1.3
|
%
|
|
1.8
|
%
|
|
1.5
|
%
|
(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
|
|
|||
Payments of long-term debt
|
|
(1,789
|
)
|
|
(11,272
|
)
|
|
(13,061
|
)
|
|||
Reclassifications of long-term debt
|
|
3,224
|
|
|
(3,224
|
)
|
|
—
|
|
|||
Other
|
|
47
|
|
|
1,050
|
|
|
1,097
|
|
|||
Balances as of January 31, 2018
|
|
$
|
3,738
|
|
|
$
|
30,045
|
|
|
$
|
33,783
|
|
Record Date
|
|
Payable Date
|
March 9, 2018
|
|
April 2, 2018
|
May 11, 2018
|
|
June 4, 2018
|
August 10, 2018
|
|
September 4, 2018
|
December 7, 2018
|
|
January 2, 2019
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total number of shares repurchased
|
|
104.9
|
|
|
119.9
|
|
|
62.4
|
|
|||
Average price paid per share
|
|
$
|
79.11
|
|
|
$
|
69.18
|
|
|
$
|
65.90
|
|
Total amount paid for share repurchases
|
|
$
|
8,296
|
|
|
$
|
8,298
|
|
|
$
|
4,112
|
|
Rating agency
|
|
Commercial paper
|
|
Long-term debt
|
Standard & Poor's
|
|
A-1+
|
|
AA
|
Moody's Investors Service
|
|
P-1
|
|
Aa2
|
Fitch Ratings
|
|
F1+
|
|
AA
|
|
|
|
|
Payments Due During Fiscal Years Ending January 31,
|
||||||||||||||||
(Amounts in millions)
|
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
||||||||||
Recorded contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(1)
|
|
$
|
33,783
|
|
|
$
|
3,733
|
|
|
$
|
5,250
|
|
|
$
|
3,541
|
|
|
$
|
21,259
|
|
Short-term borrowings
|
|
5,257
|
|
|
5,257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease and financing obligations
(2)
|
|
9,930
|
|
|
1,039
|
|
|
1,929
|
|
|
1,539
|
|
|
5,423
|
|
|||||
Unrecorded contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-cancelable operating leases
(3)
|
|
15,366
|
|
|
1,933
|
|
|
3,250
|
|
|
2,539
|
|
|
7,644
|
|
|||||
Estimated interest on long-term debt
|
|
17,601
|
|
|
1,291
|
|
|
2,319
|
|
|
2,121
|
|
|
11,870
|
|
|||||
Trade and stand-by letters of credit
|
|
2,626
|
|
|
2,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
|
|
13,278
|
|
|
6,121
|
|
|
5,094
|
|
|
1,138
|
|
|
925
|
|
|||||
Total contractual obligations
|
|
$
|
97,841
|
|
|
$
|
22,000
|
|
|
$
|
17,842
|
|
|
$
|
10,878
|
|
|
$
|
47,121
|
|
(1)
|
"Long-term debt" includes the fair value of our derivatives designated as fair value hedges.
|
(2)
|
"Capital lease and financing obligations" includes executory costs and imputed interest related to capital lease and financing obligations that are not yet recorded. Refer to
Note 11
to our Consolidated Financial Statements for more information.
|
(3)
|
Represents minimum contractual obligation for non-cancelable leases with initial or remaining terms greater than 12 months as of
January 31, 2018
.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||
(Amounts in millions)
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate
|
|
$
|
5,257
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,257
|
|
Weighted-average interest rate
|
|
1.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.5
|
%
|
|||||||
Long-term debt
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate
|
|
$
|
3,233
|
|
|
$
|
1,614
|
|
|
$
|
3,336
|
|
|
$
|
607
|
|
|
$
|
2,934
|
|
|
$
|
21,259
|
|
|
$
|
32,983
|
|
Weighted-average interest rate
|
|
3.2
|
%
|
|
2.6
|
%
|
|
2.8
|
%
|
|
5.5
|
%
|
|
1.7
|
%
|
|
4.6
|
%
|
|
3.9
|
%
|
|||||||
Variable rate
|
|
$
|
500
|
|
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800
|
|
Weighted-average interest rate
|
|
5.5
|
%
|
|
1.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.1
|
%
|
|||||||
Interest rate derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed to variable
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,250
|
|
|
$
|
4,000
|
|
Weighted-average pay rate
|
|
—
|
%
|
|
—
|
%
|
|
3.2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.5
|
%
|
|
2.6
|
%
|
|||||||
Weighted-average receive rate
|
|
—
|
%
|
|
—
|
%
|
|
3.3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.9
|
%
|
|
3.0
|
%
|
(1)
|
The long-term debt amounts in the table exclude the Company's derivatives classified as fair value hedges.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
495,761
|
|
|
$
|
481,317
|
|
|
$
|
478,614
|
|
Membership and other income
|
|
4,582
|
|
|
4,556
|
|
|
3,516
|
|
|||
Total revenues
|
|
500,343
|
|
|
485,873
|
|
|
482,130
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
373,396
|
|
|
361,256
|
|
|
360,984
|
|
|||
Operating, selling, general and administrative expenses
|
|
106,510
|
|
|
101,853
|
|
|
97,041
|
|
|||
Operating income
|
|
20,437
|
|
|
22,764
|
|
|
24,105
|
|
|||
Interest:
|
|
|
|
|
|
|
||||||
Debt
|
|
1,978
|
|
|
2,044
|
|
|
2,027
|
|
|||
Capital lease and financing obligations
|
|
352
|
|
|
323
|
|
|
521
|
|
|||
Interest income
|
|
(152
|
)
|
|
(100
|
)
|
|
(81
|
)
|
|||
Interest, net
|
|
2,178
|
|
|
2,267
|
|
|
2,467
|
|
|||
Loss on extinguishment of debt
|
|
3,136
|
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
|
15,123
|
|
|
20,497
|
|
|
21,638
|
|
|||
Provision for income taxes
|
|
4,600
|
|
|
6,204
|
|
|
6,558
|
|
|||
Consolidated net income
|
|
10,523
|
|
|
14,293
|
|
|
15,080
|
|
|||
Consolidated net income attributable to noncontrolling interest
|
|
(661
|
)
|
|
(650
|
)
|
|
(386
|
)
|
|||
Consolidated net income attributable to Walmart
|
|
$
|
9,862
|
|
|
$
|
13,643
|
|
|
$
|
14,694
|
|
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
|
||||||
Basic net income per common share attributable to Walmart
|
|
$
|
3.29
|
|
|
$
|
4.40
|
|
|
$
|
4.58
|
|
Diluted net income per common share attributable to Walmart
|
|
3.28
|
|
|
4.38
|
|
|
4.57
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
2,995
|
|
|
3,101
|
|
|
3,207
|
|
|||
Diluted
|
|
3,010
|
|
|
3,112
|
|
|
3,217
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends declared per common share
|
|
$
|
2.04
|
|
|
$
|
2.00
|
|
|
$
|
1.96
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Consolidated net income
|
|
$
|
10,523
|
|
|
$
|
14,293
|
|
|
$
|
15,080
|
|
Consolidated net income attributable to noncontrolling interest
|
|
(661
|
)
|
|
(650
|
)
|
|
(386
|
)
|
|||
Consolidated net income attributable to Walmart
|
|
9,862
|
|
|
13,643
|
|
|
14,694
|
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of income taxes
|
|
|
|
|
|
|
||||||
Currency translation and other
|
|
2,540
|
|
|
(3,027
|
)
|
|
(5,220
|
)
|
|||
Net investment hedges
|
|
(405
|
)
|
|
413
|
|
|
366
|
|
|||
Unrealized gain on available-for-sale securities
|
|
1,501
|
|
|
145
|
|
|
—
|
|
|||
Cash flow hedges
|
|
437
|
|
|
21
|
|
|
(202
|
)
|
|||
Minimum pension liability
|
|
147
|
|
|
(397
|
)
|
|
86
|
|
|||
Other comprehensive income (loss), net of income taxes
|
|
4,220
|
|
|
(2,845
|
)
|
|
(4,970
|
)
|
|||
Other comprehensive (income) loss attributable to noncontrolling interest
|
|
(169
|
)
|
|
210
|
|
|
541
|
|
|||
Other comprehensive income (loss) attributable to Walmart
|
|
4,051
|
|
|
(2,635
|
)
|
|
(4,429
|
)
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income, net of income taxes
|
|
14,743
|
|
|
11,448
|
|
|
10,110
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interest
|
|
(830
|
)
|
|
(440
|
)
|
|
155
|
|
|||
Comprehensive income attributable to Walmart
|
|
$
|
13,913
|
|
|
$
|
11,008
|
|
|
$
|
10,265
|
|
|
|
As of January 31,
|
||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
6,756
|
|
|
$
|
6,867
|
|
Receivables, net
|
|
5,614
|
|
|
5,835
|
|
||
Inventories
|
|
43,783
|
|
|
43,046
|
|
||
Prepaid expenses and other
|
|
3,511
|
|
|
1,941
|
|
||
Total current assets
|
|
59,664
|
|
|
57,689
|
|
||
Property and equipment:
|
|
|
|
|
||||
Property and equipment
|
|
185,154
|
|
|
179,492
|
|
||
Less accumulated depreciation
|
|
(77,479
|
)
|
|
(71,782
|
)
|
||
Property and equipment, net
|
|
107,675
|
|
|
107,710
|
|
||
Property under capital lease and financing obligations:
|
|
|
|
|
||||
Property under capital lease and financing obligations
|
|
12,703
|
|
|
11,637
|
|
||
Less accumulated amortization
|
|
(5,560
|
)
|
|
(5,169
|
)
|
||
Property under capital lease and financing obligations, net
|
|
7,143
|
|
|
6,468
|
|
||
|
|
|
|
|
||||
Goodwill
|
|
18,242
|
|
|
17,037
|
|
||
Other assets and deferred charges
|
|
11,798
|
|
|
9,921
|
|
||
Total assets
|
|
$
|
204,522
|
|
|
$
|
198,825
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term borrowings
|
|
$
|
5,257
|
|
|
$
|
1,099
|
|
Accounts payable
|
|
46,092
|
|
|
41,433
|
|
||
Accrued liabilities
|
|
22,122
|
|
|
20,654
|
|
||
Accrued income taxes
|
|
645
|
|
|
921
|
|
||
Long-term debt due within one year
|
|
3,738
|
|
|
2,256
|
|
||
Capital lease and financing obligations due within one year
|
|
667
|
|
|
565
|
|
||
Total current liabilities
|
|
78,521
|
|
|
66,928
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
30,045
|
|
|
36,015
|
|
||
Long-term capital lease and financing obligations
|
|
6,780
|
|
|
6,003
|
|
||
Deferred income taxes and other
|
|
8,354
|
|
|
9,344
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Common stock
|
|
295
|
|
|
305
|
|
||
Capital in excess of par value
|
|
2,648
|
|
|
2,371
|
|
||
Retained earnings
|
|
85,107
|
|
|
89,354
|
|
||
Accumulated other comprehensive loss
|
|
(10,181
|
)
|
|
(14,232
|
)
|
||
Total Walmart shareholders' equity
|
|
77,869
|
|
|
77,798
|
|
||
Noncontrolling interest
|
|
2,953
|
|
|
2,737
|
|
||
Total equity
|
|
80,822
|
|
|
80,535
|
|
||
Total liabilities and equity
|
|
$
|
204,522
|
|
|
$
|
198,825
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Total
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
Capital in
|
|
|
|
Other
|
|
Walmart
|
|
|
|
|
|||||||||||||||
(Amounts in millions)
|
Common Stock
|
|
Excess of
|
|
Retained
|
|
Comprehensive
|
|
Shareholders'
|
|
Noncontrolling
|
|
Total
|
|||||||||||||||||
Shares
|
|
Amount
|
|
Par Value
|
|
Earnings
|
|
Income (Loss)
|
|
Equity
|
|
Interest
|
|
Equity
|
||||||||||||||||
Balances as of February 1, 2015
|
3,228
|
|
|
$
|
323
|
|
|
$
|
2,462
|
|
|
$
|
85,777
|
|
|
$
|
(7,168
|
)
|
|
$
|
81,394
|
|
|
$
|
4,543
|
|
|
$
|
85,937
|
|
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
14,694
|
|
|
—
|
|
|
14,694
|
|
|
386
|
|
|
15,080
|
|
|||||||
Other comprehensive income (loss), net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,429
|
)
|
|
(4,429
|
)
|
|
(541
|
)
|
|
(4,970
|
)
|
|||||||
Cash dividends declared ($1.96 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,294
|
)
|
|
—
|
|
|
(6,294
|
)
|
|
—
|
|
|
(6,294
|
)
|
|||||||
Purchase of Company stock
|
(65
|
)
|
|
(6
|
)
|
|
(102
|
)
|
|
(4,148
|
)
|
|
—
|
|
|
(4,256
|
)
|
|
—
|
|
|
(4,256
|
)
|
|||||||
Cash dividend declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(691
|
)
|
|
(691
|
)
|
|||||||
Other
|
(1
|
)
|
|
—
|
|
|
(555
|
)
|
|
(8
|
)
|
|
—
|
|
|
(563
|
)
|
|
(632
|
)
|
|
(1,195
|
)
|
|||||||
Balances as of January 31, 2016
|
3,162
|
|
|
317
|
|
|
1,805
|
|
|
90,021
|
|
|
(11,597
|
)
|
|
80,546
|
|
|
3,065
|
|
|
83,611
|
|
|||||||
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
13,643
|
|
|
—
|
|
|
13,643
|
|
|
650
|
|
|
14,293
|
|
|||||||
Other comprehensive income (loss), net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,635
|
)
|
|
(2,635
|
)
|
|
(210
|
)
|
|
(2,845
|
)
|
|||||||
Cash dividends declared ($2.00 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,216
|
)
|
|
—
|
|
|
(6,216
|
)
|
|
—
|
|
|
(6,216
|
)
|
|||||||
Purchase of Company stock
|
(120
|
)
|
|
(12
|
)
|
|
(174
|
)
|
|
(8,090
|
)
|
|
—
|
|
|
(8,276
|
)
|
|
—
|
|
|
(8,276
|
)
|
|||||||
Cash dividend declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(519
|
)
|
|
(519
|
)
|
|||||||
Other
|
6
|
|
|
—
|
|
|
740
|
|
|
(4
|
)
|
|
—
|
|
|
736
|
|
|
(249
|
)
|
|
487
|
|
|||||||
Balances as of January 31, 2017
|
3,048
|
|
|
305
|
|
|
2,371
|
|
|
89,354
|
|
|
(14,232
|
)
|
|
77,798
|
|
|
2,737
|
|
|
80,535
|
|
|||||||
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,862
|
|
|
—
|
|
|
9,862
|
|
|
661
|
|
|
10,523
|
|
|||||||
Other comprehensive income (loss), net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,051
|
|
|
4,051
|
|
|
169
|
|
|
4,220
|
|
|||||||
Cash dividends declared ($2.04 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,124
|
)
|
|
—
|
|
|
(6,124
|
)
|
|
—
|
|
|
(6,124
|
)
|
|||||||
Purchase of Company stock
|
(103
|
)
|
|
(10
|
)
|
|
(219
|
)
|
|
(7,975
|
)
|
|
—
|
|
|
(8,204
|
)
|
|
—
|
|
|
(8,204
|
)
|
|||||||
Cash dividend declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(687
|
)
|
|
(687
|
)
|
|||||||
Other
|
7
|
|
|
—
|
|
|
496
|
|
|
(10
|
)
|
|
—
|
|
|
486
|
|
|
73
|
|
|
559
|
|
|||||||
Balances as of January 31, 2018
|
2,952
|
|
|
$
|
295
|
|
|
$
|
2,648
|
|
|
$
|
85,107
|
|
|
$
|
(10,181
|
)
|
|
$
|
77,869
|
|
|
$
|
2,953
|
|
|
$
|
80,822
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Consolidated net income
|
|
$
|
10,523
|
|
|
$
|
14,293
|
|
|
$
|
15,080
|
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
10,529
|
|
|
10,080
|
|
|
9,454
|
|
|||
Deferred income taxes
|
|
(304
|
)
|
|
761
|
|
|
(672
|
)
|
|||
Loss on extinguishment of debt
|
|
3,136
|
|
|
—
|
|
|
—
|
|
|||
Other operating activities
|
|
1,210
|
|
|
206
|
|
|
1,410
|
|
|||
Changes in certain assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Receivables, net
|
|
(1,074
|
)
|
|
(402
|
)
|
|
(19
|
)
|
|||
Inventories
|
|
(140
|
)
|
|
1,021
|
|
|
(703
|
)
|
|||
Accounts payable
|
|
4,086
|
|
|
3,942
|
|
|
2,008
|
|
|||
Accrued liabilities
|
|
928
|
|
|
1,280
|
|
|
1,466
|
|
|||
Accrued income taxes
|
|
(557
|
)
|
|
492
|
|
|
(472
|
)
|
|||
Net cash provided by operating activities
|
|
28,337
|
|
|
31,673
|
|
|
27,552
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Payments for property and equipment
|
|
(10,051
|
)
|
|
(10,619
|
)
|
|
(11,477
|
)
|
|||
Proceeds from the disposal of property and equipment
|
|
378
|
|
|
456
|
|
|
635
|
|
|||
Proceeds from the disposal of certain operations
|
|
1,046
|
|
|
662
|
|
|
246
|
|
|||
Purchase of available for sale securities
|
|
—
|
|
|
(1,901
|
)
|
|
—
|
|
|||
Business acquisitions, net of cash acquired
|
|
(375
|
)
|
|
(2,463
|
)
|
|
—
|
|
|||
Other investing activities
|
|
(58
|
)
|
|
(122
|
)
|
|
(79
|
)
|
|||
Net cash used in investing activities
|
|
(9,060
|
)
|
|
(13,987
|
)
|
|
(10,675
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
|
4,148
|
|
|
(1,673
|
)
|
|
1,235
|
|
|||
Proceeds from issuance of long-term debt
|
|
7,476
|
|
|
137
|
|
|
39
|
|
|||
Repayments of long-term debt
|
|
(13,061
|
)
|
|
(2,055
|
)
|
|
(4,432
|
)
|
|||
Premiums paid to extinguish debt
|
|
(3,059
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
|
(6,124
|
)
|
|
(6,216
|
)
|
|
(6,294
|
)
|
|||
Purchase of Company stock
|
|
(8,296
|
)
|
|
(8,298
|
)
|
|
(4,112
|
)
|
|||
Dividends paid to noncontrolling interest
|
|
(690
|
)
|
|
(479
|
)
|
|
(719
|
)
|
|||
Purchase of noncontrolling interest
|
|
(8
|
)
|
|
(90
|
)
|
|
(1,326
|
)
|
|||
Other financing activities
|
|
(261
|
)
|
|
(398
|
)
|
|
(676
|
)
|
|||
Net cash used in financing activities
|
|
(19,875
|
)
|
|
(19,072
|
)
|
|
(16,285
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rates on cash and cash equivalents
|
|
487
|
|
|
(452
|
)
|
|
(1,022
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
|
(111
|
)
|
|
(1,838
|
)
|
|
(430
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
6,867
|
|
|
8,705
|
|
|
9,135
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
6,756
|
|
|
$
|
6,867
|
|
|
$
|
8,705
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Income taxes paid
|
|
6,179
|
|
|
4,507
|
|
|
8,111
|
|
|||
Interest paid
|
|
2,450
|
|
|
2,351
|
|
|
2,540
|
|
•
|
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;
|
•
|
suppliers for marketing or incentive programs; and
|
•
|
real estate transactions.
|
|
|
|
|
As of January 31,
|
||||||
(Amounts in millions)
|
|
Estimated Useful Lives
|
|
2018
|
|
2017
|
||||
Land
|
|
N/A
|
|
$
|
25,298
|
|
|
$
|
24,801
|
|
Buildings and improvements
|
|
3-40 years
|
|
101,155
|
|
|
98,547
|
|
||
Fixtures and equipment
|
|
1-30 years
|
|
52,695
|
|
|
48,998
|
|
||
Transportation equipment
|
|
3-15 years
|
|
2,387
|
|
|
2,845
|
|
||
Construction in progress
|
|
N/A
|
|
3,619
|
|
|
4,301
|
|
||
Property and equipment
|
|
|
|
$
|
185,154
|
|
|
$
|
179,492
|
|
Accumulated depreciation
|
|
|
|
(77,479
|
)
|
|
(71,782
|
)
|
||
Property and equipment, net
|
|
|
|
$
|
107,675
|
|
|
$
|
107,710
|
|
(Amounts in millions)
|
|
Walmart U.S.
|
|
Walmart
International
|
|
Sam's Club
|
|
Total
|
||||||||
Balances as of February 1, 2016
|
|
$
|
461
|
|
|
$
|
15,921
|
|
|
$
|
313
|
|
|
$
|
16,695
|
|
Changes in currency translation and other
|
|
—
|
|
|
(1,433
|
)
|
|
—
|
|
|
(1,433
|
)
|
||||
Acquisitions
(1)
|
|
1,775
|
|
|
—
|
|
|
—
|
|
|
1,775
|
|
||||
Balances as of January 31, 2017
|
|
2,236
|
|
|
14,488
|
|
|
313
|
|
|
17,037
|
|
||||
Changes in currency translation and other
|
|
—
|
|
|
996
|
|
|
—
|
|
|
996
|
|
||||
Acquisitions
|
|
209
|
|
|
—
|
|
|
—
|
|
|
209
|
|
||||
Balances as of January 31, 2018
|
|
$
|
2,445
|
|
|
$
|
15,484
|
|
|
$
|
313
|
|
|
$
|
18,242
|
|
(1)
|
Goodwill recorded for fiscal 2017 Walmart U.S. acquisitions primarily relates to Jet.com, Inc. ("jet.com").
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Deferred membership fee revenue, beginning of year
|
|
$
|
743
|
|
|
$
|
744
|
|
|
$
|
759
|
|
Cash received from members
|
|
1,398
|
|
|
1,371
|
|
|
1,333
|
|
|||
Membership fee revenue recognized
|
|
(1,411
|
)
|
|
(1,372
|
)
|
|
(1,348
|
)
|
|||
Deferred membership fee revenue, end of year
|
|
$
|
730
|
|
|
$
|
743
|
|
|
$
|
744
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Consolidated net income
|
|
$
|
10,523
|
|
|
$
|
14,293
|
|
|
$
|
15,080
|
|
Consolidated net income attributable to noncontrolling interest
|
|
(661
|
)
|
|
(650
|
)
|
|
(386
|
)
|
|||
Consolidated net income attributable to Walmart
|
|
$
|
9,862
|
|
|
$
|
13,643
|
|
|
$
|
14,694
|
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding, basic
|
|
2,995
|
|
|
3,101
|
|
|
3,207
|
|
|||
Dilutive impact of stock options and other share-based awards
|
|
15
|
|
|
11
|
|
|
10
|
|
|||
Weighted-average common shares outstanding, diluted
|
|
3,010
|
|
|
3,112
|
|
|
3,217
|
|
|||
|
|
|
|
|
|
|
||||||
Net income per common share attributable to Walmart
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.29
|
|
|
$
|
4.40
|
|
|
$
|
4.58
|
|
Diluted
|
|
3.28
|
|
|
4.38
|
|
|
4.57
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Restricted stock and performance share units
|
$
|
234
|
|
|
$
|
237
|
|
|
$
|
134
|
|
Restricted stock units
|
368
|
|
|
332
|
|
|
292
|
|
|||
Other
|
24
|
|
|
27
|
|
|
22
|
|
|||
Share-based compensation expense
|
$
|
626
|
|
|
$
|
596
|
|
|
$
|
448
|
|
•
|
Restricted Stock and Performance Share Units.
Restricted stock awards are for shares that vest based on the passage of time and include restrictions related to employment. Performance share units vest based on the passage of time and achievement of performance criteria and may range from
0%
to
150%
of the original award amount. Vesting periods for these awards are generally between
one
and
three
years. Restricted stock and performance share units may be settled or deferred in stock and are accounted for as equity in the Company's Consolidated Balance Sheets. The fair value of restricted stock awards is determined on the date of grant and is expensed ratably over the vesting period. The fair value of performance share units is determined on the date of grant using the Company's stock price discounted for the expected dividend yield through the vesting period and is recognized over the vesting period. The weighted-average discount for the dividend yield used to determine the fair value of performance share units in fiscal
2018
,
2017
and
2016
was
7.2%
,
8.3%
and
7.4%
, respectively.
|
•
|
Restricted Stock Units.
Restricted stock units provide rights to Company stock after a specified service period; generally
50%
vest
three
years from the grant date and the remaining
50%
vest
five
years from the grant date. The fair value of each restricted stock unit is determined on the date of grant using the stock price discounted for the expected dividend yield through the vesting period and is recognized ratably over the vesting period. The expected dividend yield is based on the anticipated dividends over the vesting period. The weighted-average discount for the dividend yield used to determine the fair value of restricted stock units granted in fiscal
2018
,
2017
and
2016
was
9.0%
,
9.0%
and
8.7%
, respectively.
|
|
|
Restricted Stock and Performance Share Units
(1)
|
|
Restricted Stock Units
|
||||||||||
(Shares in thousands)
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
||||||
Outstanding at February 1, 2017
|
|
9,077
|
|
|
$
|
68.61
|
|
|
24,276
|
|
|
$
|
65.52
|
|
Granted
|
|
3,598
|
|
|
74.73
|
|
|
8,570
|
|
|
67.54
|
|
||
Vested/exercised
|
|
(2,525
|
)
|
|
71.55
|
|
|
(5,440
|
)
|
|
63.02
|
|
||
Forfeited or expired
|
|
(1,592
|
)
|
|
68.59
|
|
|
(3,253
|
)
|
|
66.28
|
|
||
Outstanding at January 31, 2018
|
|
8,558
|
|
|
$
|
70.47
|
|
|
24,153
|
|
|
$
|
66.69
|
|
(1)
|
Assumes payout rate at 100% for Performance Share Units.
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except years)
|
2018
|
|
2017
|
|
2016
|
||||||
Fair value of restricted stock and performance share units vested
|
$
|
181
|
|
|
$
|
149
|
|
|
$
|
142
|
|
Fair value of restricted stock units vested
|
344
|
|
|
261
|
|
|
237
|
|
|||
Unrecognized compensation cost for restricted stock and performance share units
|
291
|
|
|
211
|
|
|
133
|
|
|||
Unrecognized compensation cost for restricted stock units
|
972
|
|
|
986
|
|
|
628
|
|
|||
Weighted average remaining period to expense for restricted stock and performance share units (years)
|
1.2
|
|
|
1.3
|
|
|
1.3
|
|
|||
Weighted average remaining period to expense for restricted stock units (years)
|
1.8
|
|
|
1.9
|
|
|
1.7
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total number of shares repurchased
|
|
104.9
|
|
|
119.9
|
|
|
62.4
|
|
|||
Average price paid per share
|
|
$
|
79.11
|
|
|
$
|
69.18
|
|
|
$
|
65.90
|
|
Total cash paid for share repurchases
|
|
$
|
8,296
|
|
|
$
|
8,298
|
|
|
$
|
4,112
|
|
(Amounts in millions and net of income taxes)
|
Currency
Translation and Other |
|
Net Investment Hedges
|
|
Unrealized Gain on Available-for-Sale Securities
|
|
Cash Flow Hedges
|
|
Minimum
Pension Liability |
|
Total
|
||||||||||||
Balances as of February 1, 2015
|
$
|
(7,011
|
)
|
|
$
|
656
|
|
|
$
|
—
|
|
|
$
|
(134
|
)
|
|
$
|
(679
|
)
|
|
$
|
(7,168
|
)
|
Other comprehensive income (loss) before reclassifications, net
|
(4,679
|
)
|
|
366
|
|
|
—
|
|
|
(217
|
)
|
|
96
|
|
|
(4,434
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
(10
|
)
|
|
5
|
|
||||||
Balances as of January 31, 2016
|
(11,690
|
)
|
|
1,022
|
|
|
—
|
|
|
(336
|
)
|
|
(593
|
)
|
|
(11,597
|
)
|
||||||
Other comprehensive income (loss) before reclassifications, net
|
(2,817
|
)
|
|
413
|
|
|
145
|
|
|
(22
|
)
|
|
(389
|
)
|
|
(2,670
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
(8
|
)
|
|
35
|
|
||||||
Balances as of January 31, 2017
|
(14,507
|
)
|
|
1,435
|
|
|
145
|
|
|
(315
|
)
|
|
(990
|
)
|
|
(14,232
|
)
|
||||||
Other comprehensive income (loss) before reclassifications, net
|
2,345
|
|
|
(405
|
)
|
|
1,501
|
|
|
436
|
|
|
83
|
|
|
3,960
|
|
||||||
Amounts reclassified from accumulated other comprehensive loss, net
|
26
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
64
|
|
|
91
|
|
||||||
Balances as of January 31, 2018
|
$
|
(12,136
|
)
|
|
$
|
1,030
|
|
|
$
|
1,646
|
|
|
$
|
122
|
|
|
$
|
(843
|
)
|
|
$
|
(10,181
|
)
|
|
|
As of January 31,
|
||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
||||
Accrued wages and benefits
(1)
|
|
$
|
6,998
|
|
|
$
|
6,105
|
|
Self-insurance
(2)
|
|
3,737
|
|
|
3,922
|
|
||
Accrued non-income taxes
(3)
|
|
3,073
|
|
|
2,816
|
|
||
Deferred gift card revenue
|
|
2,017
|
|
|
1,856
|
|
||
Other
(4)
|
|
6,297
|
|
|
5,955
|
|
||
Total accrued liabilities
|
|
$
|
22,122
|
|
|
$
|
20,654
|
|
(1)
|
Accrued wages and benefits include accrued wages, salaries, vacation, bonuses and other incentive plans.
|
(2)
|
Self-insurance consists of insurance-related liabilities, such as
workers' compensation, general liability, auto liability, product liability and certain employee-related healthcare benefits
.
|
(3)
|
Accrued non-income taxes include accrued payroll, value added, sales and miscellaneous other taxes.
|
(4)
|
Other accrued liabilities consist of various items such as maintenance, utilities, advertising, interest and legal contingencies.
|
|
|
As of January 31,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||||
(Amounts in millions)
|
|
Available
|
|
Drawn
|
|
Undrawn
|
|
Available
|
|
Drawn
|
|
Undrawn
|
||||||||||||
Five-year credit facility
(1)
|
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
5,000
|
|
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
5,000
|
|
364-day revolving credit facility
(1)
|
|
7,500
|
|
|
—
|
|
|
7,500
|
|
|
7,500
|
|
|
—
|
|
|
7,500
|
|
||||||
Total
|
|
$
|
12,500
|
|
|
$
|
—
|
|
|
$
|
12,500
|
|
|
$
|
12,500
|
|
|
$
|
—
|
|
|
$
|
12,500
|
|
(1)
|
In May 2017, the Company renewed and extended its existing five-year credit facility and its existing 364-day revolving credit facility, both of which are used to support its commercial paper program.
|
|
|
|
|
January 31, 2018
|
|
January 31, 2017
|
||||||||
(Amounts in millions)
|
|
Maturity Dates
By Fiscal Year |
|
Amount
|
|
Average Rate
(1)
|
|
Amount
|
|
Average Rate
(1)
|
||||
Unsecured debt
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed
|
|
2019 - 2048
|
|
$
|
24,540
|
|
|
3.9%
|
|
$
|
30,500
|
|
|
4.7%
|
Variable
|
|
2019 - 2020
|
|
800
|
|
|
4.1%
|
|
500
|
|
|
5.5%
|
||
Total U.S. dollar denominated
|
|
|
|
25,340
|
|
|
|
|
31,000
|
|
|
|
||
Fixed
|
|
2023 - 2030
|
|
3,101
|
|
|
3.3%
|
|
2,674
|
|
|
3.3%
|
||
Variable
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||
Total Euro denominated
|
|
|
|
3,101
|
|
|
|
|
2,674
|
|
|
|
||
Fixed
|
|
2031 - 2039
|
|
3,801
|
|
|
5.4%
|
|
4,370
|
|
|
5.3%
|
||
Variable
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||
Total Sterling denominated
|
|
|
|
3,801
|
|
|
|
|
4,370
|
|
|
|
||
Fixed
|
|
2021 - 2028
|
|
1,655
|
|
|
0.4%
|
|
88
|
|
|
1.6%
|
||
Variable
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||
Total Yen denominated
|
|
|
|
1,655
|
|
|
|
|
88
|
|
|
|
||
Total unsecured debt
|
|
|
|
33,897
|
|
|
|
|
38,132
|
|
|
|
||
Total other
(2)
|
|
|
|
(114
|
)
|
|
|
|
139
|
|
|
|
||
Total debt
|
|
|
|
33,783
|
|
|
|
|
38,271
|
|
|
|
||
Less amounts due within one year
|
|
|
|
(3,738
|
)
|
|
|
|
(2,256
|
)
|
|
|
||
Long-term debt
|
|
|
|
$
|
30,045
|
|
|
|
|
$
|
36,015
|
|
|
|
(1)
|
The average rate represents the weighted-average stated rate for each corresponding debt category, based on year-end balances and year-end interest rates. Interest costs are also impacted by certain derivative financial instruments described in
Note 8
.
|
(2)
|
Includes deferred loan costs, discounts, fair value hedges, foreign-held debt and secured debt. At
January 31, 2018
and
2017
the Company had secured debt in the amount of
$10 million
and
$14 million
, respectively, which was collateralized by property that had an aggregate carrying amount of approximately
$101 million
and
$82 million
, respectively.
|
(Amounts in millions)
|
Annual
|
||
Fiscal Year
|
Maturities
|
||
2019
|
$
|
3,733
|
|
2020
|
1,914
|
|
|
2021
|
3,336
|
|
|
2022
|
607
|
|
|
2023
|
2,934
|
|
|
Thereafter
|
21,259
|
|
|
Total
|
$
|
33,783
|
|
(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
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
||
December 15, 2018
|
|
1,000 USD
|
|
Fixed
|
|
1.950%
|
|
276
|
|
|
February 1, 2019
|
|
500 USD
|
|
Fixed
|
|
4.125%
|
|
136
|
|
|
July 8, 2020
|
|
1,500 USD
|
|
Fixed
|
|
3.625%
|
|
661
|
|
|
October 25, 2020
|
|
1,750 USD
|
|
Fixed
|
|
3.250%
|
|
553
|
|
|
April 15, 2021
|
|
1,000 USD
|
|
Fixed
|
|
4.250%
|
|
491
|
|
|
October 16, 2023
|
|
250 USD
|
|
Fixed
|
|
6.750%
|
|
98
|
|
|
April 5, 2027
|
|
750 USD
|
|
Fixed
|
|
5.875%
|
|
267
|
|
|
February 15, 2030
|
|
500 USD
|
|
Fixed
|
|
7.550%
|
|
412
|
|
|
September 4, 2035
|
|
2,500 USD
|
|
Fixed
|
|
5.250%
|
|
532
|
|
|
September 28, 2035
|
|
1,000 GBP
|
|
Fixed
|
|
5.250%
|
|
260
|
|
|
August 17, 2037
|
|
3,000 USD
|
|
Fixed
|
|
6.500%
|
|
1,700
|
|
|
April 15, 2038
|
|
2,000 USD
|
|
Fixed
|
|
6.200%
|
|
1,081
|
|
|
January 19, 2039
|
|
1,000 GBP
|
|
Fixed
|
|
4.875%
|
|
851
|
|
|
April 2, 2040
|
|
1,250 USD
|
|
Fixed
|
|
5.625%
|
|
499
|
|
|
July 9, 2040
|
|
750 USD
|
|
Fixed
|
|
4.875%
|
|
372
|
|
|
October 25, 2040
|
|
1,250 USD
|
|
Fixed
|
|
5.000%
|
|
731
|
|
|
April 15, 2041
|
|
2,000 USD
|
|
Fixed
|
|
5.625%
|
|
1,082
|
|
|
April 11, 2043
|
|
1,000 USD
|
|
Fixed
|
|
4.000%
|
|
291
|
|
|
October 2, 2043
|
|
750 USD
|
|
Fixed
|
|
4.750%
|
|
481
|
|
|
April 22, 2044
|
|
1,000 USD
|
|
Fixed
|
|
4.300%
|
|
498
|
|
|
Total repayment of extinguished debt
|
|
|
|
|
|
|
|
11,272
|
|
|
Total
|
|
|
|
|
|
|
|
$
|
12,772
|
|
•
|
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.
|
|
January 31, 2018
|
|
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
|
$
|
4,000
|
|
|
$
|
(91
|
)
|
|
$
|
5,000
|
|
|
$
|
(4
|
)
|
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as net investment hedges
|
2,250
|
|
|
208
|
|
|
2,250
|
|
|
471
|
|
||||
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges
|
4,523
|
|
|
205
|
|
|
3,957
|
|
|
(618
|
)
|
||||
Total
|
$
|
10,773
|
|
|
$
|
322
|
|
|
$
|
11,207
|
|
|
$
|
(151
|
)
|
|
|
January 31, 2018
|
|
January 31, 2017
|
||||||||||||
(Amounts in millions)
|
|
Cost Basis
|
|
Fair Value
|
|
Cost Basis
|
|
Fair Value
|
||||||||
Available-for-sale securities
|
|
$
|
1,901
|
|
|
$
|
3,547
|
|
|
$
|
1,901
|
|
|
$
|
2,046
|
|
|
|
January 31, 2018
|
|
January 31, 2017
|
||||||||||||
(Amounts in millions)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Long-term debt, including amounts due within one year
|
|
$
|
33,783
|
|
|
$
|
38,766
|
|
|
$
|
38,271
|
|
|
$
|
44,602
|
|
|
January 31, 2018
|
|
January 31, 2017
|
||||||||||||||||||||
(Amounts in millions)
|
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
|
$
|
—
|
|
|
$
|
208
|
|
|
$
|
300
|
|
|
$
|
8
|
|
|
$
|
471
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred income taxes and other
|
91
|
|
|
—
|
|
|
95
|
|
|
12
|
|
|
—
|
|
|
618
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Nonderivative hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
4,041
|
|
|
—
|
|
|
—
|
|
|
3,209
|
|
|
—
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
U.S.
|
$
|
10,722
|
|
|
$
|
15,680
|
|
|
$
|
16,685
|
|
Non-U.S.
|
4,401
|
|
|
4,817
|
|
|
4,953
|
|
|||
Total income before income taxes
|
$
|
15,123
|
|
|
$
|
20,497
|
|
|
$
|
21,638
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
2,998
|
|
|
$
|
3,454
|
|
|
$
|
5,562
|
|
U.S. state and local
|
405
|
|
|
495
|
|
|
622
|
|
|||
International
|
1,377
|
|
|
1,510
|
|
|
1,400
|
|
|||
Total current tax provision
|
4,780
|
|
|
5,459
|
|
|
7,584
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
(22
|
)
|
|
1,054
|
|
|
(704
|
)
|
|||
U.S. state and local
|
(12
|
)
|
|
51
|
|
|
(106
|
)
|
|||
International
|
(146
|
)
|
|
(360
|
)
|
|
(216
|
)
|
|||
Total deferred tax expense (benefit)
|
(180
|
)
|
|
745
|
|
|
(1,026
|
)
|
|||
Total provision for income taxes
|
$
|
4,600
|
|
|
$
|
6,204
|
|
|
$
|
6,558
|
|
|
Fiscal Years Ended January 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
U.S. statutory tax rate
|
33.8
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
U.S. state income taxes, net of federal income tax benefit
|
1.8
|
%
|
|
1.7
|
%
|
|
1.8
|
%
|
Impact of the Tax Act:
|
|
|
|
|
|
|||
One-time transition tax
|
12.3
|
%
|
|
—
|
%
|
|
—
|
%
|
Deferred tax effects
|
(14.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Income taxed outside the U.S.
|
(4.1
|
)%
|
|
(4.5
|
)%
|
|
(4.0
|
)%
|
Net impact of repatriated international earnings
|
(0.1
|
)%
|
|
(1.0
|
)%
|
|
0.1
|
%
|
Other, net
|
0.8
|
%
|
|
(0.9
|
)%
|
|
(2.6
|
)%
|
Effective income tax rate
|
30.4
|
%
|
|
30.3
|
%
|
|
30.3
|
%
|
|
|
January 31,
|
||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Loss and tax credit carryforwards
|
|
$
|
1,989
|
|
|
$
|
3,633
|
|
Accrued liabilities
|
|
2,482
|
|
|
3,437
|
|
||
Share-based compensation
|
|
217
|
|
|
309
|
|
||
Other
|
|
1,251
|
|
|
1,474
|
|
||
Total deferred tax assets
|
|
5,939
|
|
|
8,853
|
|
||
Valuation allowances
|
|
(1,843
|
)
|
|
(1,494
|
)
|
||
Deferred tax assets, net of valuation allowance
|
|
4,096
|
|
|
7,359
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
3,954
|
|
|
6,435
|
|
||
Inventories
|
|
1,153
|
|
|
1,808
|
|
||
Other
|
|
941
|
|
|
1,884
|
|
||
Total deferred tax liabilities
|
|
6,048
|
|
|
10,127
|
|
||
Net deferred tax liabilities
|
|
$
|
1,952
|
|
|
$
|
2,768
|
|
|
|
January 31,
|
||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
||||
Balance Sheet classification
|
|
|
|
|
||||
Assets:
|
|
|
|
|
||||
Other assets and deferred charges
|
|
$
|
1,879
|
|
|
$
|
1,565
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Deferred income taxes and other
|
|
3,831
|
|
|
4,333
|
|
||
|
|
|
|
|
||||
Net deferred tax liabilities
|
|
$
|
1,952
|
|
|
$
|
2,768
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Unrecognized tax benefits, beginning of year
|
$
|
1,050
|
|
|
$
|
607
|
|
|
$
|
838
|
|
Increases related to prior year tax positions
|
130
|
|
|
388
|
|
|
164
|
|
|||
Decreases related to prior year tax positions
|
(254
|
)
|
|
(32
|
)
|
|
(446
|
)
|
|||
Increases related to current year tax positions
|
122
|
|
|
145
|
|
|
119
|
|
|||
Settlements during the period
|
(23
|
)
|
|
(46
|
)
|
|
(25
|
)
|
|||
Lapse in statutes of limitations
|
(15
|
)
|
|
(12
|
)
|
|
(43
|
)
|
|||
Unrecognized tax benefits, end of year
|
$
|
1,010
|
|
|
$
|
1,050
|
|
|
$
|
607
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ongoing inquiries and investigations
|
|
$
|
26
|
|
|
$
|
80
|
|
|
$
|
95
|
|
Global compliance program and organizational enhancements
|
|
14
|
|
|
19
|
|
|
31
|
|
|||
Total
|
|
$
|
40
|
|
|
$
|
99
|
|
|
$
|
126
|
|
(Amounts in millions)
|
|
|
|
|
||||
Fiscal Year
|
|
Operating Leases
(1)
|
|
Capital Lease and Financing Obligations
|
||||
2019
|
|
$
|
1,933
|
|
|
$
|
1,039
|
|
2020
|
|
1,718
|
|
|
987
|
|
||
2021
|
|
1,532
|
|
|
942
|
|
||
2022
|
|
1,381
|
|
|
843
|
|
||
2023
|
|
1,158
|
|
|
696
|
|
||
Thereafter
|
|
7,644
|
|
|
5,423
|
|
||
Total minimum rentals
|
|
$
|
15,366
|
|
|
$
|
9,930
|
|
Less estimated executory costs
|
|
|
|
27
|
|
|||
Net minimum lease payments
|
|
|
|
9,903
|
|
|||
Noncash gain on future termination of financing obligation
|
|
|
|
1,111
|
|
|||
Less imputed interest
|
|
|
|
(3,567
|
)
|
|||
Present value of minimum lease payments
|
|
|
|
$
|
7,447
|
|
(1)
|
Represents minimum contractual obligation for non-cancelable leases with initial or remaining terms greater than 12 months as of
January 31, 2018
.
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Defined contribution plans:
|
|
|
|
|
|
||||||
U.S.
|
$
|
1,124
|
|
|
$
|
1,064
|
|
|
$
|
967
|
|
International
|
126
|
|
|
173
|
|
|
179
|
|
|||
Total contribution expense for defined contribution plans
|
$
|
1,250
|
|
|
$
|
1,237
|
|
|
$
|
1,146
|
|
|
|
Fiscal Year Ended January 31, 2018
|
||||||||||
(Amounts in millions)
|
|
Asset Impairment
|
|
Severance Costs
|
|
Total
|
||||||
Walmart International
|
|
$
|
193
|
|
|
$
|
43
|
|
|
$
|
236
|
|
Sam's Club
|
|
596
|
|
|
69
|
|
|
665
|
|
|||
Corporate and support
|
|
—
|
|
|
300
|
|
|
300
|
|
|||
Total
|
|
$
|
789
|
|
|
$
|
412
|
|
|
$
|
1,201
|
|
(Amounts in millions)
|
|
Walmart U.S.
|
|
Walmart International
|
|
Sam's Club
|
|
Corporate and support
|
|
Consolidated
|
||||||||||
Fiscal Year Ended January 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
318,477
|
|
|
$
|
118,068
|
|
|
$
|
59,216
|
|
|
$
|
—
|
|
|
$
|
495,761
|
|
Operating income (loss)
|
|
17,869
|
|
|
5,352
|
|
|
982
|
|
|
(3,766
|
)
|
|
20,437
|
|
|||||
Interest, net
|
|
|
|
|
|
|
|
|
|
(2,178
|
)
|
|||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
(3,136
|
)
|
|||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
15,123
|
|
||||||||
Total assets
|
|
$
|
104,347
|
|
|
$
|
81,549
|
|
|
$
|
13,418
|
|
|
$
|
5,208
|
|
|
$
|
204,522
|
|
Depreciation and amortization
|
|
3,655
|
|
|
2,601
|
|
|
466
|
|
|
3,807
|
|
|
10,529
|
|
|||||
Capital expenditures
|
|
5,680
|
|
|
2,607
|
|
|
626
|
|
|
1,138
|
|
|
10,051
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended January 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
307,833
|
|
|
$
|
116,119
|
|
|
$
|
57,365
|
|
|
$
|
—
|
|
|
$
|
481,317
|
|
Operating income (loss)
|
|
17,745
|
|
|
5,758
|
|
|
1,671
|
|
|
(2,410
|
)
|
|
22,764
|
|
|||||
Interest, net
|
|
|
|
|
|
|
|
|
|
(2,267
|
)
|
|||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
20,497
|
|
||||||||
Total assets
|
|
$
|
104,262
|
|
|
$
|
74,508
|
|
|
$
|
14,125
|
|
|
$
|
5,930
|
|
|
$
|
198,825
|
|
Depreciation and amortization
|
|
3,298
|
|
|
2,629
|
|
|
487
|
|
|
3,666
|
|
|
10,080
|
|
|||||
Capital expenditures
|
|
6,090
|
|
|
2,697
|
|
|
639
|
|
|
1,193
|
|
|
10,619
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended January 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
298,378
|
|
|
$
|
123,408
|
|
|
$
|
56,828
|
|
|
$
|
—
|
|
|
$
|
478,614
|
|
Operating income (loss)
|
|
19,087
|
|
|
5,346
|
|
|
1,820
|
|
|
(2,148
|
)
|
|
24,105
|
|
|||||
Interest, net
|
|
|
|
|
|
|
|
|
|
(2,467
|
)
|
|||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
21,638
|
|
||||||||
Total assets
|
|
$
|
103,109
|
|
|
$
|
73,720
|
|
|
$
|
13,998
|
|
|
$
|
8,754
|
|
|
$
|
199,581
|
|
Depreciation and amortization
|
|
2,800
|
|
|
2,549
|
|
|
472
|
|
|
3,633
|
|
|
9,454
|
|
|||||
Capital expenditures
|
|
6,728
|
|
|
2,930
|
|
|
695
|
|
|
1,124
|
|
|
11,477
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
U.S. operations
|
$
|
380,580
|
|
|
$
|
367,784
|
|
|
$
|
357,559
|
|
Non-U.S. operations
|
119,763
|
|
|
118,089
|
|
|
124,571
|
|
|||
Total revenues
|
$
|
500,343
|
|
|
$
|
485,873
|
|
|
$
|
482,130
|
|
|
|
|
|
|
|
||||||
Long-lived assets
|
|
|
|
|
|
||||||
U.S. operations
|
$
|
81,478
|
|
|
$
|
82,746
|
|
|
$
|
82,475
|
|
Non-U.S. operations
|
33,340
|
|
|
31,432
|
|
|
34,041
|
|
|||
Total long-lived assets
|
$
|
114,818
|
|
|
$
|
114,178
|
|
|
$
|
116,516
|
|
Record Date
|
|
Payable Date
|
March 9, 2018
|
|
April 2, 2018
|
May 11, 2018
|
|
June 4, 2018
|
August 10, 2018
|
|
September 4, 2018
|
December 7, 2018
|
|
January 2, 2019
|
|
|
Fiscal Year Ended January 31, 2018
|
||||||||||||||||||
(Amounts in millions, except per share data)
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Total
|
||||||||||
Total revenues
|
|
$
|
117,542
|
|
|
$
|
123,355
|
|
|
$
|
123,179
|
|
|
$
|
136,267
|
|
|
$
|
500,343
|
|
Net sales
|
|
116,526
|
|
|
121,949
|
|
|
122,136
|
|
|
135,150
|
|
|
495,761
|
|
|||||
Cost of sales
|
|
87,688
|
|
|
91,521
|
|
|
91,547
|
|
|
102,640
|
|
|
373,396
|
|
|||||
Consolidated net income
|
|
3,152
|
|
|
3,104
|
|
|
1,904
|
|
|
2,363
|
|
|
10,523
|
|
|||||
Consolidated net income attributable to Walmart
|
|
3,039
|
|
|
2,899
|
|
|
1,749
|
|
|
2,175
|
|
|
9,862
|
|
|||||
Basic net income per common share attributable to Walmart
|
|
1.00
|
|
|
0.96
|
|
|
0.59
|
|
|
0.74
|
|
|
3.29
|
|
|||||
Diluted net income per common share attributable to Walmart
(1)
|
|
1.00
|
|
|
0.96
|
|
|
0.58
|
|
|
0.73
|
|
|
3.28
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Fiscal Year Ended January 31, 2017
|
||||||||||||||||||
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Total
|
||||||||||
Total revenues
|
|
$
|
115,904
|
|
|
$
|
120,854
|
|
|
$
|
118,179
|
|
|
$
|
130,936
|
|
|
$
|
485,873
|
|
Net sales
|
|
114,986
|
|
|
119,405
|
|
|
117,176
|
|
|
129,750
|
|
|
481,317
|
|
|||||
Cost of sales
|
|
86,544
|
|
|
89,485
|
|
|
87,484
|
|
|
97,743
|
|
|
361,256
|
|
|||||
Consolidated net income
|
|
3,216
|
|
|
3,889
|
|
|
3,202
|
|
|
3,986
|
|
|
14,293
|
|
|||||
Consolidated net income attributable to Walmart
|
|
3,079
|
|
|
3,773
|
|
|
3,034
|
|
|
3,757
|
|
|
13,643
|
|
|||||
Basic net income per common share attributable to Walmart
|
|
0.98
|
|
|
1.21
|
|
|
0.98
|
|
|
1.23
|
|
|
4.40
|
|
|||||
Diluted net income per common share attributable to Walmart
(1)
|
|
0.98
|
|
|
1.21
|
|
|
0.98
|
|
|
1.22
|
|
|
4.38
|
|
(1)
|
The sum of quarterly amounts may not agree to annual amount due to rounding and the impact of a decreasing amount of shares outstanding during the year.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
|
/s/ C. Douglas McMillon
|
C. Douglas McMillon
President and Chief Executive Officer
|
|
/s/ M. Brett Biggs
|
M. Brett Biggs
Executive Vice President and Chief Financial Officer
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(b)
|
The exhibits furnished with this Annual Report on Form 10-K in accordance with the requirement of Form 10-K of the SEC are listed in the Exhibit Index, which appears immediately following the signature pages to this Annual Report on Form 10-K and which is incorporated in this Item 15(b) by reference to such Exhibit Index.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
|
Walmart Inc.
|
||
|
|
|
|
|
Date: March 30, 2018
|
|
By
|
|
/s/ C. Douglas McMillon
|
|
|
|
|
C. Douglas McMillon
|
|
|
|
|
President and Chief Executive Officer
|
Date: March 30, 2018
|
|
By
|
|
/s/ C. Douglas McMillon
|
|
|
|
|
C. Douglas McMillon
|
|
|
|
|
President and Chief Executive Officer and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
||
Date: March 30, 2018
|
|
By
|
|
/s/ Gregory B. Penner
|
|
|
|
|
Gregory B. Penner
|
|
|
|
|
Chairman of the Board and Director
|
|
|
|
||
Date: March 30, 2018
|
|
By
|
|
/s/ M. Brett Biggs
|
|
|
|
|
M. Brett Biggs
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
||
Date: March 30, 2018
|
|
By
|
|
/s/ David M. Chojnowski
|
|
|
|
|
David M. Chojnowski
|
|
|
|
|
Senior Vice President and Controller
|
|
|
|
|
(Principal Accounting Officer)
|
Date: March 30, 2018
|
|
By
|
|
/s/ James I. Cash, Jr.
|
|
|
|
|
James I. Cash, Jr., Ph.D.
|
|
|
|
|
Director
|
|
|
|
|
|
Date: March 30, 2018
|
|
By
|
|
/s/ Timothy P. Flynn
|
|
|
|
|
Timothy P. Flynn
|
|
|
|
|
Director
|
|
|
|
|
|
Date: March 30, 2018
|
|
By
|
|
/s/ Sarah Friar
|
|
|
|
|
Sarah Friar
|
|
|
|
|
Director
|
|
|
|
|
|
Date: March 30, 2018
|
|
By
|
|
/s/ Carla A. Harris
|
|
|
|
|
Carla A. Harris
|
|
|
|
|
Director
|
|
|
|
|
|
Date: March 30, 2018
|
|
By
|
|
/s/ Thomas W. Horton
|
|
|
|
|
Thomas W. Horton
|
|
|
|
|
Director
|
|
|
|
|
|
Date: March 30, 2018
|
|
By
|
|
/s/ Marissa A. Mayer
|
|
|
|
|
Marissa A. Mayer
|
|
|
|
|
Director
|
|
|
|
|
|
Date: March 30, 2018
|
|
By
|
|
/s/ Steven S Reinemund
|
|
|
|
|
Steven S Reinemund
|
|
|
|
|
Director
|
|
|
|
|
|
Date: March 30, 2018
|
|
By
|
|
/s/ Kevin Y. Systrom
|
|
|
|
|
Kevin Y. Systrom
|
|
|
|
|
Director
|
|
|
|
|
|
Date: March 30, 2018
|
|
By
|
|
/s/ S. Robson Walton
|
|
|
|
|
S. Robson Walton
|
|
|
|
|
Director
|
|
|
|
|
|
Date: March 30, 2018
|
|
By
|
|
/s/ Steuart L. Walton
|
|
|
|
|
Steuart L. Walton
|
|
|
|
|
Director
|
3(a)
|
|
|
|
|
|
3(b)
|
|
|
|
|
|
4(a)
|
|
Form of Indenture dated as of July 15, 1990, between the Company and Harris Trust and Savings Bank, Trustee, is incorporated herein by reference to Exhibit 4(b) to Registration Statement on Form S-3 (File Number 33-35710)
(P)
|
|
|
|
4(b)
|
|
Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(a) to Registration Statement on Form S-3 (File Number 33-51344)
(P)
|
|
|
|
4(c)
|
|
First Supplemental Indenture dated as of September 9, 1992, to the Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(b) to Registration Statement on Form S-3 (File Number 33-51344)
(P)
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|
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4(d)
|
|
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4(e)
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|
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4(f)
|
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|
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4(g)
|
|
|
|
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|
4(h)
|
|
10(a)*
|
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10(b)*
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10(c)*
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10(d)*
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10(e)*
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10(f)*
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10(g)
|
|
10(g).1*
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|
10(h)*
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10(i)
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10(j)
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10(k)
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10(l)*
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10(m)*
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10(n)
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10(o)
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10(p)
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10(q)
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10(r)
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10(s)
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10(t)
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10(u)
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10(v)
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10(w)
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10(x)
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12.1*
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21*
|
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23*
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31.1*
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31.2*
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32.1**
|
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|
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32.2**
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
|
Filed herewith as an Exhibit.
|
**
|
|
Furnished herewith as an Exhibit.
|
(P)
|
|
This Exhibit was originally filed in paper format. Accordingly, a hyperlink has not been provided.
|
1.
|
The exhibits listed in this Exhibit Index and incorporated as exhibits to the Annual Report on Form 10-K of Walmart Inc. (the "Company") for the fiscal year ended January 31, 2018 by reference to an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K of the Company previously filed with the SEC by the Company are available for review online on the EDGAR system of the SEC at www.sec.gov as exhibits to the Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K referred to above in the description of the exhibit incorporated by reference. The historical filings of the Company may be reviewed and copied at the Public Reference Room of the SEC at 100 F Street, NE Washington, DC 20549-2521 under Commission File No. 001-6991.
|
2.
|
The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt instruments, but the aggregate principal amount of the debt instruments of any one series of such debt instruments has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company has previously filed with the SEC its agreement to, and hereby agrees to, file copies of the agreements relating to long-term debt instruments and the instruments representing or evidencing such long-term debt instruments with the SEC upon request. As a result, in accordance with the provisions of paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K of the SEC, copies of such long-term debt instruments have not been filed as exhibits to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2018. The Company has previously filed the documents and instruments establishing the specific terms of long-term debt instruments offered and sold by the Company pursuant to its effective registration statements filed with the SEC pursuant to the Securities Act of 1933, as amended, as exhibits to the applicable registration statement or as exhibits to a Current Report on Form 8-K filed in connection with the applicable registration statement and the sale and issuance of those long-term debt instruments.
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|
PAGE
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ARTICLE I.
GENERAL
|
1
|
|
|||
1.1
Purpose.
|
1
|
|
|||
1.2
Effective Dates; Code Section 409A.
|
1
|
|
|||
1.3
Nature of Plan.
|
1
|
|
|||
|
|
|
|
|
|
ARTICLE II.
DEFINITIONS
|
2
|
|
|||
2.1
Definitions.
|
2
|
|
|||
|
|
|
|
|
|
ARTICLE III.
DEFERRED COMPENSATION/BONUSES AND
|
7
|
|
|||
EMPLOYER CONTRIBUTION CREDITS -- ESTABLISHMENT OF ACCOUNTS
|
7
|
|
|||
3.1
Deferred Compensation.
|
7
|
|
|||
3.2
Deferred Bonuses.
|
8
|
|
|||
3.3
Deferred Special Bonuses.
|
9
|
|
|||
3.4
Deferred Retention Bonuses.
|
10
|
|
|||
3.5
Incentive Payments.
|
11
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|
|||
3.6
Irrevocability of Deferral Elections.
|
11
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|
|||
3.7
Automatic Suspension of Deferral Elections.
|
13
|
|
|||
3.8
Employer Contribution Credits.
|
13
|
|
|||
3.9
Crediting of Deferrals and Employer Contribution Credits.
|
13
|
|
|||
3.10
Nature of Accounts.
|
14
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|
|||
3.11
Valuation of Accounts.
|
14
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|
|||
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|
|
|
|
ARTICLE IV.
ADDITIONS TO ACCOUNTS -- CREDITED EARNINGS AND INCENTIVE PAYMENTS
|
14
|
|
|||
4.1
Credited Earnings.
|
14
|
|
|||
4.2
Incentive Payments.
|
14
|
|
|||
|
|
|
|
|
|
ARTICLE V.
PAYMENT OF PLAN BENEFITS
|
17
|
|
|||
5.1
Scheduled In-Service Benefits.
|
17
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|
|||
5.2
Separation and Retirement Benefits.
|
17
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|
|||
5.3
Death Benefits.
|
18
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|
|||
5.4
Form of Distribution.
|
20
|
|
|||
5.5
Distributions for Unforeseeable Emergencies.
|
22
|
|
|||
5.6
Reductions Arising from a Participant’s Gross Misconduct.
|
23
|
|
|||
|
|
|
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|
|
ARTICLE VI.
ADMINISTRATION
|
24
|
|
|||
6.1
General.
|
24
|
|
|||
6.2
Allocation and Delegation of Duties.
|
24
|
|
|||
|
|
|
|
|
|
ARTICLE VII.
CLAIMS PROCEDURE
|
25
|
|
|||
7.1
General.
|
25
|
|
|||
7.2
Appeals Procedure.
|
25
|
|
|||
|
|
|
|
|
|
ARTICLE VIII.
MISCELLANEOUS PROVISIONS
|
26
|
|
|||
8.1
Amendment, Suspension or Termination of Plan.
|
26
|
|
|||
8.2
Non-Alienability.
|
26
|
|
|||
8.3
Recovery of Overpayments.
|
26
|
|
|||
8.4
No Employment Rights.
|
27
|
|
|||
8.5
No Right to Bonus.
|
27
|
|
|||
8.6
Withholding and Employment Taxes.
|
27
|
|
8.7
Income and Excise Taxes.
|
27
|
|
|||
8.8
Successors and Assigns.
|
27
|
|
|||
8.9
Governing Law.
|
27
|
|
|||
|
|
||||
APPENDIX A
|
|
(a)
|
This Plan was initially effective February l, 1996 and was most recently amended and restated as of January 1, 2009 and subsequently amended by an amendment effective June 1, 2009. This amendment and restatement is effective February 1, 2012. This Plan (other than Appendix A) is intended to be in compliance with Code Section 409A and shall be interpreted, applied and administered at all times in accordance with Code Section 409A, and guidance issued thereunder.
|
(b)
|
Amounts deferred and vested under the Plan on or before December 31, 2004 shall continue to be governed at all times by the Plan as in effect on such date, which Plan is attached hereto as Appendix A. Appendix A shall not be materially modified (within the meaning of Code Section 409A) (formally or informally, including by interpretation), unless such modification expressly provides that it is intended to be a material modification within the meaning of Code Section 409A and guidance issued thereunder.
|
(a)
|
Account
means the bookkeeping account established to reflect: (1) a Participant’s Deferred Compensation credited on or after January 1, 2005; (2) Deferred Bonuses credited on or after January 1, 2005; (3) Deferred Special Bonuses credited on or after January 1, 2008; (4) Retention Bonuses credited on or after January 1, 2008; (5) Employer Contribution Credits credited on or after January 1, 2008; (6) Incentive Payments credited on or after January 1, 2005; (7) Deferred Equity credited to this Plan on or after January 1, 2005 pursuant to the terms of the SIP Deferral Procedures; and (8) earnings credited on amounts under (1) through (7) above. A Participant’s “Account” shall consist of his or her Company Account, Retirement Accounts and Scheduled In-Service Accounts. “Account” as used herein, however, shall not include Grandfathered Accounts.
|
(b)
|
Code
means the Internal Revenue Code of 1986, as amended from time to time.
|
(c)
|
Committee
means the Compensation, Nominating and Governance Committee of the Board of Directors of Walmart.
|
(d)
|
Company Account
means the bookkeeping account maintained on behalf of a Participant to reflect his or her Employer Contribution Credits and earnings thereon.
|
(e)
|
Compensation
means a Participant’s federal taxable base compensation for a Plan Year, less employment taxes and bi-weekly deductions as are determined to be in effect on the January 1 preceding such Plan Year.
|
(f)
|
Deferred Bonuses
means the amount deferred pursuant to Section 3.2 from bonuses payable to a Participant under the MIP.
|
(g)
|
Deferred Compensation
means the Compensation deferred by a Participant in accordance with Section 3.1.
|
(h)
|
Deferred Equity
means Performance Shares, PERS or Restricted Stock granted under the Walmart Inc. Stock Incentive Plan of 2005, which the grantee has elected to defer to this Plan in accordance with the SIP Deferral Procedures (to the extent permitted by such Procedures).
|
(i)
|
Deferred Retention Bonuses
means the Retention Bonuses deferred by a Participant in accordance with Section 3.4.
|
(j)
|
Deferred Special Bonuses
means the Special Bonuses deferred by a Participant in accordance with Section 3.3.
|
(k)
|
Disabled
means the Participant has incurred a Separation from Service because the Participant, as determined by the Committee or its delegate, is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
|
(l)
|
Eligible Officer
means an individual who is a corporate officer of Walmart or a Related Affiliate designated by the Committee as a participating employer, and who holds the title of Vice President or above, Treasurer, Controller, or an officer title of similar rank or other position as determined by the Committee. In addition, Eligible Officer shall include a divisional officer of Walmart or a Related Affiliate designated by the Committee as a participating employer, and who holds the title of Vice President or above or an officer title of similar rank as determined by the Committee. In no event will any individual constitute an Eligible Officer if he or she is not subject to federal income tax withholding in the United States. Notwithstanding anything in the preceding provisions of this Section 2.1(l), Eligible Officer shall exclude any individual who, pursuant to Walmart’s Global Assignment Policy, is seconded to Walmart or a Related Affiliate designated by the Committee as a participating employer and, under the terms of his or her offer or assignment letter, he or she is intended to remain on the home country’s benefit and pension programs.
|
(m)
|
Employer
means Walmart and all persons with whom Walmart would be considered a single employer under Code Sections 414(b) and 414(c), except that in applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treas. Regs. Sec. 1.414(c)-2 for purposes of determining a controlled group of trades or businesses under Code Section 414(c), the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Treas. Regs. Sec. 1.414(c)-2.
|
(n)
|
Employer Contribution Credits
means the amount credited to a Participant’s Company Account pursuant to Section 3.8.
|
(o)
|
ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time to time.
|
(p)
|
Fiscal Year
means the twelve (12)-month period commencing each February 1 and ending on the following January 31.
|
(q)
|
Grandfathered Account
means the bookkeeping account established to reflect: (1) a Participant’s Deferred Compensation credited prior to January 1, 2005; (2) Deferred Bonuses credited prior to January 1, 2005; (3) Incentive Payments credited prior to January 1, 2005; and (4) earnings credited on amounts under (1) through (3) above. Such amounts shall be governed at all times by the terms of Appendix A.
|
(r)
|
A Participant is deemed to have engaged in Gross Misconduct if the Committee or its delegate determines that the Participant has engaged in conduct detrimental to the best interests of Walmart or any Employer or any entity in which Walmart has an ownership interest. Examples of such conduct include, without limitation, disclosure of confidential information in violation of Walmart’s Statement of Ethics, theft, the commission of a felony or a crime involving moral turpitude, gross misconduct or similar serious offenses.
|
(s)
|
Incentive Payments
mean the amounts credited to a Participant’s Account in accordance with Section 4.2.
|
(t)
|
MIP
means the Walmart Inc. Management Incentive Plan, as amended from time to time.
|
(u)
|
Participant
means any Eligible Officer who defers Compensation or bonuses under the Plan, as well as any Eligible Officer who receives or has received a grant of Performance Shares, PERS or Restricted Stock under the Walmart Inc. Stock Incentive Plan of 2005 and elects, pursuant to the terms of the SIP Deferral Procedures (to the extent permitted by such Procedures), to have such award deferred to this Plan.
|
(v)
|
Performance Shares
means performance shares awarded under the Walmart Inc. Stock Incentive Plan of 2005 (also commonly referred to as performance share units or “PSUs,” performance share plan or “PSPs,” or stock value equivalent awards).
|
(w)
|
PERS
means performance-based restricted stock awarded under the Walmart Inc. Stock Incentive Plan of 2005.
|
(x)
|
Plan
means the Walmart Inc. Officer Deferred Compensation Plan, as set forth herein, and as may hereafter be amended from time to time (subject to Section 1.2(b)).
|
(y)
|
Plan Year
means: (1) for periods before April 1, 2009 (except as otherwise provided in prior Plan documents), the twelve (12)-month period commencing on April 1 and ending on March 31; (2) the period from April 1, 2009 through January 31, 2010; and (3) from and after February 1, 2010, the twelve (12)-month period commencing on February 1 and ending on January 31.
|
(z)
|
Prior Agreements
means those deferred compensation agreements entered into by certain Eligible Officers with Walmart prior to February 1, 1995 and
|
(aa)
|
Related Affiliate
means a trade or business, whether or not incorporated, which is a member of a controlled group of corporations, trades or businesses, as defined in Code Sections 414(b) and 414(c), of which Walmart is a member.
|
(bb)
|
Restricted Stock
means restricted stock awarded under the Walmart Inc. Stock Incentive Plan of 2005.
|
(cc)
|
Retention Bonus
means a retention bonus paid on or after January 1, 2009 under a retention program or individual agreement specifically designated by the Committee, or an officer of the Company in accordance with guidelines established by the Committee, as eligible for deferral under the Plan, and which requires as a condition of receipt that the recipient continue to perform services for a period of at least thirteen (13) months after the date he or she obtains the legally binding right to such bonus.
|
(dd)
|
Retirement
, effective with respect to Separations from Service on or after January 1, 2008, means a Participant’s Separation from Service on or after either: (1) the Participant has been continuously employed with Walmart or any Employer for twenty (20) or more years; or (2) the Participant has attained age fifty (50) and completed at least five (5) years of participation in the Plan. With respect to Separations from Service before January 1, 2008, a Participant’s eligibility for an installment payout is governed by the corresponding terms of Appendix A (other than with respect to the timing of payout elections).
|
(ee)
|
Retirement Accounts
means the bookkeeping accounts maintained on behalf of a Participant to reflect Deferred Equity, Deferred Compensation, Deferred Bonus, Deferred Special Bonus, Deferred Retention Bonus and Incentive Payment amounts allocated to such Accounts pursuant to the Participant’s elections hereunder, and earnings thereon. Each Participant may have up to two (2) Retirement Accounts at any time. All Scheduled In-Service Accounts will be distributed in a lump sum.
|
(ff)
|
Scheduled In-Service Account
means one or more bookkeeping accounts maintained on behalf of a Participant to reflect Deferred Compensation, Deferred Bonus, Deferred Special Bonus and Deferred Retention Bonus amounts credited to such Accounts pursuant to the Participant’s elections hereunder, and earnings thereon.
|
(gg)
|
Scheduled Pay Date
means, with respect to each Scheduled In-Service Account, the first day of a calendar month selected by the Participant in accordance with Article III. In no event shall such date be earlier than the first day of the second Plan Year beginning after the Plan Year for which deferrals are first made to such Account. Once selected, the date with respect to any Scheduled In-Service Account is irrevocable.
|
(hh)
|
Separation from Service
means the Participant has a termination of employment with the Employer (other than on account of death). Whether a termination of employment has occurred shall be determined based on whether the facts and circumstances indicate the Participant and Employer reasonably anticipate that no further services will be performed by the Participant for the Employer; provided, however, that a Participant shall be deemed to have a termination of employment if the level of services he or she would perform for the Employer after a certain date permanently decreases to no more than twenty percent (20%) of the average level of bona fide services performed for the Employer (whether as an employee or independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer for less than 36 months). For this purpose, a Participant is not treated as having a Separation from Service while he or she is on a military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six (6) months, or if longer, so long as the Participant has a right to reemployment with the Employer under an applicable statute or by contract.
|
(ii)
|
Separation Pay Date
means the last day of the calendar month in which falls the date that is six (6) months after a Participant’s Separation from Service.
|
(jj)
|
SIP Deferral Procedures
means the Deferral Procedures under the Walmart Inc. Stock Incentive Plan of 2005 (or any predecessor procedures thereof).
|
(kk)
|
Special Bonus
means any bonus payable to a Participant pursuant to the terms of the Participant’s initial offer letter of employment which is dated on or after January 1, 2008. To constitute a Special Bonus hereunder, the offer letter must specifically refer to the deferability of the bonus by explicit reference to this Plan and the offer letter and deferral election must be accepted and elected in writing by the Eligible Officer before his or her commencement of employment.
|
(ll)
|
Unforeseeable Emergency
means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B)), the loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
|
(mm)
|
Valuation Date
means the last day of each Plan Year or, from and after April 1, 2008, each day of the Plan Year.
|
(nn)
|
Walmart
means Walmart Inc., a Delaware corporation.
|
(a)
|
For each Plan Year, each Eligible Officer may elect to defer all or a portion of what would otherwise be the Eligible Officer’s Compensation to be paid for such Plan Year by Walmart or a Related Affiliate designated by the Committee as a participating employer. Amounts deferred will be deferred pro ratably for each payroll period of the Plan Year. All deferral elections made under this Section 3.1 must be filed with Executive Compensation on forms (which may be electronic) approved by Executive Compensation. Notwithstanding any provisions hereunder to the contrary, no deferral election may be made by an Eligible Officer with respect to Compensation that is payable to the Eligible Officer effective with respect to the first payroll period that begins after February 1, 2012 and effective for all payroll periods and Plan Years beginning thereafter.
|
(b)
|
Compensation deferral elections must be filed:
|
(1)
|
no later than the December 31 preceding the Plan Year for which the deferral election is to be effective; or
|
(2)
|
with respect to an Eligible Officer who first becomes a Participant during the Plan Year, within thirty (30) days of the first date he or she becomes eligible to participate in this Plan, the SIP Deferral Procedures, or any other plan required by Code Section 409A to be aggregated with this Plan. For purposes of this rule, an Eligible Officer will not be treated as a participant in any such plan if:
|
(A)
|
he or she was not eligible to participate in the Plan (or the SIP Deferral Procedures or any other plan required by Code Section 409A to be aggregated with this Plan) at any time during the twenty-four (24)-month period ending on the date he or she again becomes an Eligible Officer, or
|
(B)
|
he or she was paid all amounts previously due under the Plan (and the SIP Deferral Procedures and any other plan required by Code Section 409A to be aggregated with this Plan) and, on and before the date of the last such payment, was not eligible to continue to participate in the Plan (and the SIP Deferral Procedures and any other plan required by Code Section 409A to be aggregated with this Plan) for periods after such payment.
|
(c)
|
Effective with respect to Compensation deferrals for Plan Years beginning on or after April 1, 2009, the Eligible Officer shall also make an election each Plan Year within the time prescribed above to allocate his or her Compensation
|
(a)
|
Each Eligible Officer may elect to defer all or a portion of the Eligible Officer’s bonus (if any) for a performance period under the MIP. All bonus deferral elections made under this Section 3.2 must be filed with Executive Compensation on forms (which may be electronic) approved by Executive Compensation. Notwithstanding any provisions hereunder to the contrary, no deferral election may be made by an Eligible Officer with respect to the Eligible Officer’s bonus (if any) for any performance period under the MIP that begins on or after February 1, 2012.
|
(b)
|
Bonus deferral elections must be filed:
|
(1)
|
for performance periods under the MIP beginning before January 1, 2009, within the time period provided under applicable prior Plan documents;
|
(2)
|
for performance periods under the MIP beginning on or after January 1, 2009, the bonus deferral election must be filed:
|
(A)
|
no later than the December 31 preceding the performance period for which the deferral election is to be effective; or
|
(B)
|
with respect to an Eligible Officer who first becomes a Participant during the Plan Year, within thirty (30) days of the first date he or she becomes eligible to participate in this Plan, the SIP Deferral Procedures, or any other plan required by Code Section 409A to be aggregated with this Plan. For purposes of this rule, an Eligible Officer will not be treated as a participant in any such plan if:
|
(i)
|
he or she was not eligible to participate in the Plan (or the SIP Deferral Procedures or any other plan required by Code Section 409A to be aggregated with this Plan) at any time during the twenty-four (24)-month period ending on the date he or she again becomes an Eligible Officer, or
|
(ii)
|
he or she was paid all amounts previously due under the Plan (and the SIP Deferral Procedures and any other plan required by Code Section 409A to be aggregated with this Plan) and, on and before the date of the last such payment,
|
(c)
|
Effective with respect to performance periods under the MIP beginning on or after January 1, 2009, the Eligible Officer shall also make an election within the time prescribed above to allocate his or her bonus deferrals to one or both of his or her Retirement Accounts. If such allocation will be the first allocation to a Retirement Account, the Eligible Officer shall also elect the form of distribution with respect to such Account. Effective with respect to performance periods beginning on or after January 1, 2010, the Eligible Officer may also elect to allocate his or her bonus deferrals to one or more Scheduled In-Service Accounts, in addition to his or her Retirement Accounts. If an Eligible Officer allocates deferrals to a new Scheduled In-Service Account, he or she must also designate the Scheduled Pay Date with respect to such Account.
|
(a)
|
An Eligible Officer may elect to defer all or a portion of any Special Bonuses to be paid by Walmart or a Related Affiliate designated by the Committee as a participating employer. All deferral elections made under this Section 3.3 must be filed with Executive Compensation on forms (which may be electronic) approved by Executive Compensation. For purposes of this Section 3.3, the date of an Eligible Officer’s election is the date the executed election form (which may be electronic) is received by Executive Compensation. Notwithstanding any provisions hereunder to the contrary, no deferral election may be made on or after February 1, 2012, by an Eligible Officer with respect to any Special Bonus payable to the Eligible Officer.
|
(b)
|
Special Bonus deferral elections must be filed:
|
(1)
|
no later than the Eligible Officer’s commencement of employment as an Eligible Officer with Walmart or a Related Affiliate designated by the Committee as a participating employer; or
|
(2)
|
if the Eligible Officer is or ever was a participant in this Plan, the SIP Deferral Procedures, or any other plan required by Code Section 409A to be aggregated with this Plan, Section 3.3(b)(1) shall not apply and the Eligible Officer may not make a deferral election with respect to Special Bonuses, unless:
|
(A)
|
he or she was not eligible to participate in the Plan (or the SIP Deferral Procedures or any other plan required by Code Section 409A to be aggregated with this Plan) at any time during the twenty-four (24)-month period ending on the date he or she again becomes an Eligible Officer, or
|
(B)
|
he or she was paid all amounts previously due under the Plan (and the SIP Deferral Procedures and any other plan required by Code Section 409A to be aggregated with this Plan) and, on and before the date of the last such payment, was not eligible to continue to participate in the Plan (and the SIP Deferral Procedures and any other plan required by Code Section 409A to be aggregated with this Plan) for periods after such payment.
|
(c)
|
Effective with respect to Special Bonus deferral elections made on or after January 1, 2009, the Eligible Officer shall also make an election within the time prescribed above to allocate his or her Special Bonus deferrals to one or both of his or her Retirement Accounts. If such allocation will be the first allocation to a Retirement Account, the Eligible Officer shall also elect the form of distribution with respect to such Account. Effective with respect to Special Bonus deferral elections made on or after February 1, 2010, the Eligible Officer may also elect to allocate his or her Special Bonus deferrals to one or more Scheduled In-Service Accounts, in addition to his or her Retirement Accounts. If an Eligible Officer allocates deferrals to a new Scheduled In-Service Account, he or she must also designate the Scheduled Pay Date with respect to such Account.
|
(a)
|
An Eligible Officer may elect to defer all or a portion of any Retention Bonuses to be paid by Walmart or a Related Affiliate designated by the Committee as a participating employer. All deferral elections made under this Section 3.4 must be filed with Executive Compensation on forms (which may be electronic) approved by Executive Compensation. For purposes of this Section 3.4, the date of an Eligible Officer’s election is the date the executed election form (which may be electronic) is received by Executive Compensation. Notwithstanding any provisions hereunder to the contrary, no deferral election may be made on or after February 1, 2012, by an Eligible Officer with respect to any Retention Bonus payable to the Eligible Officer.
|
(b)
|
Retention Bonus deferral elections must be filed within thirty (30) after the Eligible Officer obtains the legally binding right to the Retention Bonus.
|
(c)
|
Effective with respect to Retention Bonus deferral elections made on or after January 1, 2009, the Eligible Officer shall also make an election within the time prescribed above to allocate his or her Retention Bonus deferrals to one or both of his or her Retirement Accounts. If such allocation will be the first allocation to a Retirement Account, the Eligible Officer shall also elect the form of distribution with respect to such Account. Effective with respect to Retention Bonus deferral elections made on or after January 1, 2010, the Eligible Officer may also elect to allocate his or her Retention Bonus deferrals to one or more Scheduled In-Service Accounts, in addition to his or her Retirement Accounts. If an Eligible Officer allocates deferrals to a new Scheduled In-Service Account, he or she must also designate the Scheduled Pay Date with respect to such Account.
|
(a)
|
Except as otherwise provided herein, once made for a Plan Year, a deferral election under Sections 3.1(b)(1), 3.1(c), 3.2(b)(1), 3.2(c), 3.3(b)(1), 3.3(c), 3.4(b)and 3.4(c) may not be revoked, changed or modified after the applicable filing deadline specified in such sections, and a deferral election under Sections 3.1(b)(2) and Section 3.2(b)(2) may not be revoked, changed or modified after the date of the election as provided in Sections 3.1(b)(2) and 3.2(b)(2). An election for one Plan Year will not automatically be given effect for a subsequent Plan Year, so that if deferral is desired for a subsequent Plan Year, a separate election must be made by the Eligible Officer for such Plan Year or performance period. Notwithstanding the preceding, if an Eligible Officer makes a deferral election for a Plan Year but fails to make an election as to the allocation of deferrals for such Plan Year among his or her Accounts, such deferrals shall be allocated based on source in the same manner as they were allocated for such source for the last Plan Year for which the Participant made an allocation election or, if none, equally to his or her then effective Retirement Accounts.
|
(b)
|
In the event an Eligible Officer has a Separation from Service for any reason, then: (1) his or her deferral election under Section 3.1 will terminate as of the date of such Separation from Service (but will be effective with respect to the last regular paycheck issued to such Eligible Officer), regardless of whether the Eligible Officer continues to receive Compensation, or other remuneration, from
|
(c)
|
If an Eligible Officer has a Separation from Service for any reason and is rehired (whether or not as an Eligible Officer) within the same Plan Year or performance period, as applicable, his or her deferral elections under Sections 3.1, 3.2, 3.3 and 3.4 shall be automatically reinstated and shall remain in effect for the remainder of such Plan Year or performance period, as applicable.
|
(d)
|
In the event an Eligible Officer ceases to be an Eligible Officer (other than on account of a Separation from Service):
|
(1)
|
during any Plan Year, then his or her deferral election under Section 3.1 will terminate as of the next following December 31. In addition, in the event the Compensation of such individual is reduced as a result of the change in status, his or her deferral election following such loss and through the date of termination of such election as provided in the preceding sentence will be pro rated based on his or her new level of Compensation;
|
(2)
|
then his or her deferral election under Section 3.2 will terminate for any performance period beginning in the calendar year following the year of the loss of Eligible Officer status;
|
(3)
|
then his or her deferral election under Section 3.3 shall continue in effect with respect to any Special Bonuses (if any) paid after such loss of Eligible Officer status; and
|
(4)
|
then his or her deferral election under Section 3.4 shall continue in effect with respect to any Retention Bonuses (if any) paid after such loss of Eligible Officer status.
|
(e)
|
Notwithstanding anything herein to the contrary, in the event an Eligible Officer goes on an unpaid leave of absence, his or her deferral election under Section 3.1 shall automatically cease when he or she commences the unpaid leave of absence; provided, however, that if he or she returns from the unpaid leave of absence during the same Plan Year, his or deferral election under Section 3.1 shall automatically resume immediately upon return from the leave of absence and shall continue in effect for the balance of the Plan Year. An Eligible Officer’s deferral election under Section 3.1 shall remain in effect with respect to any Compensation paid while on a leave of Absence. An Eligible Officer’s deferral elections under Sections 3.2, 3.3 and 3.4 shall not be affected by his or her leave of absence.
|
(a)
|
In the event a Participant receives a distribution from the Walmart 401(k) Plan (or any other plan or successor plan sponsored by Walmart or any Related Affiliate) on account of hardship, which distribution is made pursuant to Treasury Regulations Section 1.401(k)-1(d)(3) and requires suspension of deferrals under other arrangements such as this Plan, the Participant’s deferral elections under Sections 3.1, 3.2, 3.3 and 3.4, if any, pursuant to which deferrals would otherwise be made during the six (6)-month period following the date of the distribution shall be cancelled.
|
(b)
|
In the event a Participant requests a distribution pursuant to Section 5.5 due to an Unforeseeable Emergency, or the Participant requests a cancellation of deferrals under the Plan in order to alleviate his or her Unforeseeable Emergency, and the Committee determines that the Participant’s Unforeseeable Emergency may be relieved through the cessation of deferrals under the Plan, some or all the Participant’s deferral elections under Sections 3.1, 3.2, 3.3 and 3.4 for such Plan Year or performance period, as applicable, if any, as determined by the Committee, shall be cancelled as soon as administratively practicable following such determination by the Committee.
|
(a)
|
Deferred Compensation will be credited to the Participant’s Account as of the date such Compensation would have otherwise been paid in cash;
|
(b)
|
Deferred Bonuses, Deferred Special Bonuses and Deferred Retention Bonuses will be credited to the Participant’s Account as of the date the bonus would have otherwise been paid in cash;
|
(c)
|
Deferred Equity will be credited to the Participant’s Account as of the date the restrictions on such awards lapse or, in the case of Performance Shares, as of the date payment of such award is processed;
|
(d)
|
Employer Contribution Credits will be credited to the Participant’s Account as of the date specified by the Committee; and
|
(e)
|
Incentive Payments will be credited to the Participant’s Account as of the last day of the Plan Year specified in Section 4.2 (or as otherwise provided in Sections 4.2(e) and (f)).
|
(a)
|
The Incentive Payments provided in this Section apply to a Participant’s recognized Deferred Compensation and Deferred Bonuses for a Plan Year (other than Deferred Compensation and Deferred Bonuses allocated to the Participant’s Scheduled In-Service Accounts) and credited Plan earnings thereon, whether credited to the Participant’s Account or Grandfathered Account. For this purpose, Deferred Bonuses shall be treated as being “for a Plan Year” for the Plan Year to which the Deferred Bonus pertains. Incentive Payments are separately awarded based upon a Participant’s recognized
|
(b)
|
The amount of an Incentive Payment is based on the Participant’s recognized Deferred Compensation and Deferred Bonuses for a Plan Year (other than Deferred Compensation and Deferred Bonuses allocated to the Participant’s Scheduled In-Service Accounts), plus credited Plan earnings on such sums through and including the Incentive Payment award date. The amount by which a Participant’s Deferred Compensation and Deferred Bonuses for a Plan Year (other than Deferred Compensation and Deferred Bonuses allocated to the Participant’s Scheduled In-Service Accounts) exceed twenty percent (20%) of the Participant’s base compensation will not be recognized in computing an Incentive Payment. Base compensation for this purpose means the Participant’s annual base rate of compensation for the last full payroll period in such Plan Year. Credited Plan earnings on such nonrecognized Deferred Compensation or Deferred Bonuses are likewise not taken into account in determining the amount of an Incentive Payment. Further, in no event shall Deferred Special Bonuses, Deferred Retention Bonuses, Deferred Equity or any Employer Contribution Credits be taken into account in determining the amount of an Incentive Payment.
|
(c)
|
If a Participant remains continuously employed with Walmart or any Employer for a period of ten (10) consecutive full Plan Years, beginning with the first day of the first Plan Year in which the Participant had a Deferred Compensation or Deferred Bonus election in effect under this Plan or a Prior Agreement, and ending with the last day of the tenth (10
th
) Plan Year of such period, an Incentive Payment will be credited to the Participant’s Account as of the last day of such tenth (10
th
) Plan Year. The Incentive Payment will be equal to twenty percent (20%) of the Participant’s recognized Deferred Compensation and Deferred Bonuses for ten (10), but not less than five (5), Plan Years (i.e., the first six (6) Plan Years of such ten (10)-year period), plus credited Plan earnings thereon through the award date. For each full Plan Year thereafter in which the Participant remains continuously employed with Walmart or any Employer, an Incentive Payment will be credited to the Participant’s Account as of the last day of such Plan Year. Such Incentive Payment will be equal to twenty percent (20%) of the Participant’s recognized Deferred Compensation and Deferred Bonuses for the first Plan Year of the five (5)-consecutive Plan Year period ending on the award date, plus credited Plan earnings thereon through the award date.
|
(d)
|
If a Participant remains continuously employed with Walmart or any Employer for a period of fifteen (15) consecutive full Plan Years, beginning with the first day of the first Plan Year in which the Participant had a Deferred Compensation or Deferred Bonus election in effect under this Plan or a Prior Agreement, and ending with the last day of the fifteenth (15
th
) Plan Year of such period, an Incentive Payment will be credited to the Participant’s Account as of the last day of such fifteenth (15
th
) Plan Year. The Incentive Payment will be equal to ten percent (10%) of the Participant’s recognized Deferred Compensation and
|
(e)
|
The Incentive Payments provided in this Section 4.2(e) only apply if a Participant has been a Participant under the Plan (or a Prior Agreement) for five (5) or more full Plan Years and if the Participant dies, becomes Disabled, or has a Separation from Service on or after he or she has been continuously employed with Walmart or an Employer for twenty (20) or more years or after attaining age fifty-five (55) before satisfaction of the ten (10)-year or fifteen (15)-year periods described in Sections 4.2(c) and (d) above, after taking into account the application of Section 4.2(f). In that event, only the Incentive Payment next to be credited (i.e., twenty percent (20%) or ten percent (10%)) will be credited to the Participant’s Account as provided in this Section 4.2(e). In the event the Participant had not yet been awarded or credited with a twenty percent (20%) Incentive Payment under Section 4.2(c), the Incentive Payment provided by this Section 4.2(e) will be based upon the ratio of: (1) the number of full Plan Years worked since and including the first Plan Year in which the Participant had a Deferred Compensation or Deferred Bonus election in effect under this Plan or a Prior Agreement, to (2) ten (10), multiplied by twenty percent (20%). Such Incentive Payment will be based upon recognized amounts for the Plan Years which would otherwise have been considered in calculating the Participant’s first Incentive Payment under Section 4.2(c). If the Participant has been awarded a twenty percent (20%) Incentive Payment provided in Section 4.2(c), the Incentive Payment provided by this Section 4.2(e) will be based upon the ratio of: (1) the number of full Plan Years worked since the award date of the initial twenty percent (20%) Incentive Payment, to (2) five (5), multiplied by ten percent (10%). Such Incentive Payment will be based upon recognized amounts for the Plan Years which would otherwise have been considered in calculating the Participant’s first Incentive Payment under Section 4.2(d). The Incentive Payment provided under this Section 4.2(e) will be determined and credited to the Participant’s Account as of the date the Participant’s Plan benefits are distributed in a lump sum payment. In addition, the Participant’s Account will also be credited as of such date with interest pursuant to Section 4.1 determined as though the Incentive Payment provided under this Section 4.2(e) had been credited to the Participant’s Account on the last day of the Plan Year preceding the Participant’s death, Disability or Separation from Service. If, however, a Participant’s benefits are to be distributed in installments, the amounts provided under this Section 4.2(e) will be
|
(f)
|
This Section 4.2(f) shall not apply with respect to Plan Years beginning after March 31, 2009. With respect to Plan Years beginning before March 31, 2009, the Incentive Payments provided in this Section 4.2(f) apply only with respect to those Participants who: (1) incur a Separation from Service on or after the last day of a Fiscal Year, but before the immediately following last day of a Plan Year (e.g., on or after January 31, but before the next March 31); and (2) who, but for such Separation from Service before the last day of a Plan Year, would have been credited with an Incentive Payment under Section 4.2(c) and/or 4.2(d). In that event, the Incentive Payments which would have been credited to the Participant’s Account but for such early Separation from Service will be credited to the Participant’s Account as if the Participant had remained employed with Walmart or any Employer through the last day of the Plan Year, with no reduction due to the early Separation from Service. The Incentive Payments provided under this Section 4.2(f) will be determined and credited to the Participant’s Account as of the last day of the Plan Year in which the Participant’s Separation from Service occurs.
|
(a)
|
In-Service Benefits
. Each of a Participant’s Scheduled In-Service Accounts will be distributed in a lump sum within the 90-day period commencing on the Scheduled Pay Date applicable to such Scheduled In-Service Account. The lump sum amount will be the value of the applicable Participant’s Scheduled In-Service Account as of the Scheduled Pay Date.
|
(b)
|
Intervening Separation or Death
. Notwithstanding the preceding, should an event occur prior to the Scheduled Pay Date of any Scheduled In-Service Account that would trigger a distribution under Section 5.2 or 5.3 earlier than the Scheduled Pay Date, such Scheduled In-Service Account or Accounts shall be distributed in accordance with Section 5.2 or 5.3, as applicable, and not in accordance with Section 5.1(a).
|
(a)
|
Separation Benefits
. In the event of a Participant’s Separation from Service other than on account of Retirement or death, the Participant’s Account will be distributed in a lump sum under Section 5.2(c).
|
(b)
|
Retirement Benefits.
If the Participant’s Separation from Service is on account of Retirement, the Participant’s Scheduled In-Service Accounts will be distributed in a lump sum under Section 5.2(c) and the Participant’s Company Account and Retirement Accounts will be distributed in one of the forms provided in Section 5.2(c) or 5.2(d) below in accordance with the Participant’s
|
(c)
|
Lump Sum Distributions
.
|
(1)
|
Any lump sum to be paid under this Section 5.2(c) shall be paid within the 90-day period commencing on the Participant’s Separation Pay Date.
|
(2)
|
The lump sum amount will be the value of the Participant’s Account, Company Account or Retirement Accounts, as applicable, as of the last day of the month preceding the date of the distribution.
|
(d)
|
Installment Distributions
.
|
(1)
|
If the Participant’s Company Account or Retirement Account, as applicable, is to be distributed in the form of annual installments, the first such installment shall be made within the 90-day period commencing on the first January 31 following the Participant’s Separation from Service; provided, however, that if such January 31 is earlier than the Participant’s Separation Pay Date, the first such installment shall be made within the 90-day period commencing on the Participant’s Separation Pay Date. Subsequent installments shall be made within the 90-day period commencing on each successive January 31, until the Participant’s benefits under such Account are distributed in full.
|
(2)
|
The Plan benefits will be paid in equal annual installments in an amount which would fully amortize a loan equal to the lump sum value of the Participant’s Company Account or Retirement Account, as applicable, determined in accordance with Section 5.2(c)(2) (using as the distribution date the date of the first installment) over the installment period, with interest calculated at the per annum rate in effect for the Plan Year in which the Participant’s Separation from Service occurs.
|
(a)
|
General
. In the event of the Participant’s death before incurring a Separation from Service or before commencement of benefits, the Participant’s Account will be distributed in one of the forms provided in Section 5.3(b) or 5.3(c) below in accordance with the Participant’s distribution election given effect under the provisions of Section 5.4 below.
|
(b)
|
Lump Sum Distributions
.
|
(1)
|
Any lump sum to be paid under this Section 5.3(b) shall be paid within the 90-day period commencing on the last day of the month in which the Participant’s death occurs.
|
(2)
|
The lump sum amount will be the value of the Participant’s Account as of the last day of the month preceding the date of distribution.
|
(c)
|
Installment Distributions
.
|
(1)
|
If the Participant’s Account is to be distributed in the form of annual installments, the first such installment shall be made within the 90-day period commencing on the first January 31 coincident with or next following the Participant’s death. Subsequent installments will be made during the 90-day period commencing on each successive January 31, until the Participant’s benefits are distributed in full.
|
(2)
|
The Plan benefits will be paid in equal annual installments in an amount which would fully amortize a loan equal to the lump sum value of the Participant’s Account determined in accordance with Section 5.3(b)(2) (using as the distribution date the date of the first installment) over the installment period, with interest calculated at the per annum rate in effect for the Plan Year in which the Participant’s death occurs.
|
(d)
|
Death After Commencement of Installments.
Notwithstanding the preceding, in the event of a Participant’s death after installment payments to the Participant have commenced, such installment payments shall continue to be made to the Participant’s designated beneficiary in the same manner as they were being distributed to the Participant prior to his or her death, provided, however, that if the Participant’s distribution election applicable to Section 5.3(a) is a lump sum payment, the Participant’s remaining installments will be distributed in lump sum to the Participant’s designated beneficiary within the 90-day period commencing on the last day of the month in which the Participant’s death occurs.
|
(e)
|
Designation of Beneficiary.
A Participant may, by written or electronic instrument delivered to the Committee in the form prescribed by the Committee, designate primary and contingent beneficiaries (which may be a trust or trusts) to receive any benefit payments which may be payable under this Plan following the Participant’s death, and may designate the proportions in which such beneficiaries are to receive such payments. Any such designation will apply to both the Participant’s Account and his or her Grandfathered Account, if any; a Participant may not designate different beneficiaries for his or her Account and Grandfathered Account. A Participant may change such designation from time to time and the last designation filed with the Committee in accordance with its procedures prior to the Participant’s death will control. For this purpose, a Participant’s most recent beneficiary designation properly filed under a Prior Agreement shall continue to be given effect until otherwise modified in accordance with the provisions of this Section. In the event no beneficiary is designated, or if all designated beneficiaries predecease the Participant, payment
|
(f)
|
Death of Beneficiary
. In the event a beneficiary dies before full payment of the Participant’s benefits under the Plan, benefits that would have been paid to such beneficiary shall continue in the same form in equal shares to the remaining beneficiaries at the same level (i.e., primary, contingent) and, if none, to the next level of beneficiaries. If there are no beneficiaries at the next level, then any remaining benefits shall be paid to the following “default” beneficiaries of the last living beneficiary in the following order of priority: (1) the beneficiary’s surviving spouse known to the Committee, if any; (2) the beneficiary’s living children known to the Committee in equal shares; (3) the beneficiary’s surviving parents known to the Committee in equal shares; (4) the beneficiary’s surviving siblings known to the Committee in equal shares; or (5) the beneficiary’s estate for distribution in accordance with the terms of the beneficiary’s last will and testament or as a court of competent jurisdiction shall determine.
|
(a)
|
Forms Available.
If a Participant’s Separation from Service is on account of the Participant’s Retirement or is due to death, distribution of his or her Company Account and Retirement Accounts or, in the event of death, his or her Account, may be made, at the Participant’s election per this Section 5.4, in one of the following forms:
|
(1)
|
a lump sum;
|
(2)
|
subject to the minimum account value restriction below, substantially equal annual installments over a period not to exceed fifteen (15) years; or
|
(3)
|
solely with respect to distribution of the Participant’s Account in the event of death, partially a lump sum and, subject to the minimum account value restriction below, substantially equal annual installments over a period not to exceed fifteen (15) years;
|
(b)
|
Retirement Accounts
.
|
(1)
|
The Account balance of a Participant as of December 31, 2008 shall, as of such date, be allocated to his or her Retirement Accounts in a manner determined by Executive Compensation to be consistent with his or her last affirmative form of payment election filed with Executive Compensation on or before December 31, 2008; provided, however, that in no event may any such election made in 2008 defer any amount otherwise payable during 2008 to 2009 or any later year or accelerate any amount otherwise payable during 2009 or any later year into 2008. (Notwithstanding the preceding, in the event a Participant’s affirmative form of payment outstanding on December 31, 2008 is an “account balance-driven” election, the Participant’s Account shall be allocated as of such date in accordance with his or her election, as though distribution would occur on December 31, 2008.) Deferrals (including Employer Contribution Credits and Incentive Payments) credited to the Participant’s Account after December 31, 2008 and through March 31, 2009 shall also be allocated to the Participant’s Retirement Accounts in accordance with such election. Any form of payment election filed during 2008 shall be deemed to have been made under applicable Internal Revenue Service transition relief (and thus shall not be subject to Sections 5.4(d)(1), (d)(2) and (d)(3)), unless the Participant specifically waives such transition relief. Any distribution election made after December 31, 2008 shall be subject to Section 5.4(d).
|
(2)
|
With respect to any individual who is a Participant as of December 31, 2008, Incentive Payments credited after March 31, 2009, if any, will be allocated to his or her Retirement Accounts in accordance with his or her last affirmative form of payment election filed with Executive Compensation on or before December 31, 2008, which election may be separate from the election provided in Section 5.4(b)(1) above. Such election shall be irrevocable as of December 31, 2008.
|
(c)
|
Company Account
. A Participant’s Company Account shall be paid in the form of a lump sum, unless the Participant makes a subsequent distribution election in accordance with Section 5.4(d).
|
(d)
|
Subsequent Elections
. A Participant may change his or her distribution election (or deemed distribution election) with respect to his or her Company Account or Retirement Account or, in the event of death, his or her Account, per this Section 5.4 at any time by making a new election (referred to in this subsection as a “subsequent election”) on a form (which may be electronic) approved by Executive Compensation and filed with Executive Compensation; provided, however, that each such subsequent election shall be subject to the following restrictions:
|
(1)
|
A subsequent election made after December 31, 2008 may not take effect until at least twelve (12) months after the date on which such subsequent election is made;
|
(2)
|
Payment or initial payment pursuant to a subsequent election made after December 31, 2008 may not be made earlier than five (5) years from the date such payment would have been made absent the subsequent election (but, for this purpose, installment payments shall not commence until the first January 31 after such delay), unless the distribution is made on account of the Participant’s death;
|
(3)
|
A subsequent election made after December 31, 2008 related to a payment must be made not less than twelve (12) months before the date the payment is scheduled to be paid;
|
(4)
|
Payment of a Participant’s Company Account or Retirement Account or, in the event of death, Account, pursuant to a subsequent election must be completed by the last day of the Plan Year which contains the twentieth (20
th
) anniversary of the Participant’s Separation Pay Date or the Participant’s death;
|
(5)
|
For purposes of this Section 5.4(d) and Code Section 409A, the entitlement to annual installment payments is treated as the entitlement to a single payment;
|
(6)
|
A Participant may make more than one subsequent election; provided, however, that any Participant who makes a form of payment election during 2008 and who elects to waive transition relief as provided in Section 5.4(b)(1) shall not be permitted to make a subsequent election after December 31, 2008 with respect to his or her Retirement Accounts.
|
(e)
|
Filing of Election
. A Participant’s distribution elections under Section 5.2(b) or 5.3(a) must be filed with Executive Compensation on forms (which may be electronic) prescribed by Executive Compensation.
|
(a)
|
In the event of an Unforeseeable Emergency, the Committee or its delegate, in its sole and absolute discretion and upon written application of a Participant or, following the Participant’s death, the beneficiary to whom a Participant’s benefits are then being paid, or will be paid, pursuant to Section 5.3, may direct immediate distribution of all or a portion of the Participant’s Account (other than Employer Contribution Credits and Incentive Payments). The Committee or its delegate will permit distribution on account of an Unforeseeable Emergency only to the extent reasonably necessary to satisfy the emergency need, plus amounts necessary to pay federal, state or local income taxes and penalties reasonably anticipated to result from the distribution, after taking into
|
(b)
|
Notwithstanding anything in the Plan to the contrary, if Walmart reasonably anticipates that its deduction with respect to any distribution under this Section 5.5 would not be permitted due to the application of Code Section 162(m); such payment shall be suspended to the extent a deduction would not be permitted until the earliest date at which it reasonably anticipates that the deduction of such distribution would not be barred by application of Code Section 162(m); provided, however, that the conditions of Section 5.5(a) are still satisfied as of such date.
|
(a)
|
The Committee shall have the exclusive duty, authority and discretion to interpret and construe the provisions of the Plan, to determine eligibility for and the amount of any benefit payable under the Plan, and to decide any dispute which may rise regarding the rights of Participants (or their beneficiaries) under this Plan;
|
(b)
|
The Committee shall have the authority to adopt, alter, and repeal such administrative rules, regulations, and practices governing the operation of the Plan as it shall from time to time deem advisable;
|
(c)
|
The Committee may appoint a person or persons to act on behalf of, or to assist, the Committee in the administration of the Plan, establishment of forms (including electronic forms) desirable for Plan operation, and such other matters as the Committee deems necessary or appropriate;
|
(d)
|
The decision of the Committee in matters pertaining to this Plan shall be final, binding, and conclusive upon Walmart, any Related Affiliate, the Participant, the Participant’s beneficiary, and upon any person affected by such decision, subject to the claims procedure set forth in Article VII; and
|
(e)
|
In any matter relating solely to a Committee member’s individual rights or benefits under this Plan, such Committee member shall not participate in any Committee proceeding pertaining to, or vote on, such matter.
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(a)
|
The Committee shall have the authority to allocate, from time to time, by instrument in writing filed in its records, all or any part of its respective responsibilities under the Plan to one or more of its members as may be deemed advisable, and in the same manner to revoke such allocation of responsibilities. In the exercise of such allocated responsibilities, any action of the member to whom responsibilities are allocated shall have the same force and effect for all purposes hereunder as if such action had been taken by the Committee. The Committee shall not be liable for any acts or omissions of such member. The member to whom responsibilities have been allocated shall periodically report to the Committee concerning the discharge of the allocated responsibilities.
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(b)
|
The Committee shall have the authority to delegate, from time to time, by written instrument filed in its records, all or any part of its responsibilities under
|
(a)
|
the specific reason or reasons for the denial;
|
(b)
|
specific reference to the pertinent Plan provision upon which the denial is based;
|
(c)
|
a description of any additional material or information necessary for the claimant to perfect the claim; and
|
(d)
|
an explanation of the Plan’s claim review procedure.
|
(a)
|
may request a review by written application to the Committee not later than sixty (60) days after receipt by the claimant of the written notification of denial of a claim;
|
(b)
|
may review pertinent documents; and
|
(c)
|
may submit issues and comments in writing.
|
Amounts deferred and vested on or before December 31, 2004 are subject to the terms of the Plan as it existed as of such date, which Plan is set forth in this Appendix A. The terms of this Appendix A shall not be materially modified (as that phrase is defined by Code Section 409A and guidance thereunder), either formally or informally, unless such modification specifically provides that it is intended to be a material modification within the meaning of Code Section 409A and guidance thereunder.
|
(b)
|
Committee
means, effective October 1, 2003, the Compensation, Nominating and Governance Committee of the Board of Directors of Walmart Inc.
|
(c)
|
Deferred Bonuses
means the amount deferred from bonuses payable to a Participant under the Walmart Inc. Management Incentive Plan for Officers.
|
(d)
|
Deferred Compensation
means: (1) the compensation deferred by a Participant under Section 3.1 below; and (2) amounts deferred by a Participant under a Prior Agreement(s).
|
(e)
|
Disability
means a Total and Permanent Disability as from time to time defined in the Wal-Mart Stores, Inc. Profit Sharing Plan (or any successor plan thereto). A Participant must establish to the satisfaction of the Committee that a Disability exists. A Participant shall be treated as having a Disability only if such illness or injury results in the Participant’s Termination of Employment.
|
(f)
|
Early Retirement
means a Participant’s Termination of Employment on or after the date the Participant has been continuously employed with Walmart or a Related Affiliate twenty (20) or more years.
|
(g)
|
Eligible Officer
means an individual who is a corporate officer of Walmart or a Related Affiliate designated by Walmart as a participating employer, and who holds the title of Vice President or above, Treasurer, Controller, or an officer title of similar rank as determined by the Committee. In addition, Eligible Officer shall include a divisional officer of Walmart or a Related Affiliate designated by Walmart as a participating employer, and who holds the title of Vice President or above or an officer title of similar rank as determined by the Committee. Notwithstanding the preceding sentences, the term “Eligible Officer” shall not include an individual who entered into a Prior Agreement with Walmart unless such individual consents to participation in the Plan on the terms and conditions herein set forth.
|
(h)
|
Fiscal Year
means the twelve (12)-month period commencing on February 1 and ending on January 31.
|
(i)
|
Grandfathered Account
means the bookkeeping account established by the Committee to reflect a Participant’s Deferred Compensation, Deferred Bonuses, Incentive Payments, and credited earnings thereon, which are deferred and vested on or before December 31, 2004. Such amount shall be governed at all times by the terms of this Appendix A.
|
(j)
|
A Participant is deemed to have engaged in
Gross Misconduct
if the Committee or its delegate determines that the Participant has engaged in conduct detrimental to the best interests of Walmart or any Related Affiliate or any entity in which Walmart has an ownership interest. Examples of such conduct include, without limitation, disclosure of confidential information in violation of Walmart’s Statement of Ethics, theft, the commission of a felony or a crime involving moral turpitude, gross misconduct or similar serious offenses.
|
(k)
|
Incentive Payments
means the amounts credited to a Participant’s Grandfathered Account: (1) in accordance with Section 4.2 below; and (2) a Participant’s Prior Agreement(s).
|
(l)
|
Participant
means any Eligible Officer who defers compensation or bonuses under the Plan. An individual remains a Participant in the Plan until the Participant’s Plan benefits have been fully distributed.
|
(m)
|
Plan Year
means: (1) for periods before February 1, 1997, the twelve (12)-month period commencing on February 1 and ending on January 31; (2) the period from February 1, 1997 through March 31, 1997; and (3) from and after April 1, 1997, the twelve (12)-month period commencing on April 1 and ending on March 31. Notwithstanding the above, for purposes of the Incentive Payments under Section 4.2, the February 1, 1996 - January 31, 1997 Plan Year and the short February 1, 1997 - March 31, 1997 Plan Year shall be treated as one Plan Year running from February 1, 1996 - March 31, 1997.
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(n)
|
Related Affiliates
means a business or entity that is, directly or indirectly, fifty-one percent (51%) or more owned by Walmart.
|
(o)
|
Retirement
means a Participant’s Termination of Employment on or after the Participant’s attainment of age fifty-five (55).
|
(p)
|
Termination of Employment
means a Participant ceasing to be actively employed by Walmart and its Related Affiliates. Termination of Employment does not include the transfer of a Participant from the employ of Walmart to a Related Affiliate or
vice
versa
, a transfer between Walmart’s Related Affiliates, or periods while a Participant is on an approved leave of absence.
|
(q)
|
Unforeseeable Emergency
means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or a Participant’s dependent (as defined in Code Section 152(a)), the loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. An Unforeseeable Emergency does not exist to the extent such hardship is or may be relieved:
|
(1)
|
through reimbursement or compensation by insurance or otherwise;
|
(2)
|
by liquidation of the Participant’s assets, to the extent the liquidation of such assets would itself not cause severe financial hardship; or
|
(3)
|
by cessation of deferrals under this Plan.
|
(a)
|
The Incentive Payments provided in this Section apply to a Participant’s recognized Deferred Compensation and Deferred Bonuses for a Plan Year and credited Plan earnings thereon. For this purpose, Deferred Bonuses shall be treated as being “for a Plan Year” for the Plan Year in which Deferred Bonuses are allocated to a Participant’s Grandfathered Account under Section 3.3. Incentive Payments are separately awarded based upon a Participant’s recognized Deferred Compensation and Deferred Bonuses for a given Plan Year and credited Plan earnings thereon. Solely for purposes of this Section 4.2, the February 1, 1996 - January 31, 1997 Plan Year and the short February 1, 1997 - March 31, 1997 Plan Year shall be treated as one Plan Year running from February 1, 1996 - March 31, 1997.
|
(b)
|
The amount of an Incentive Payment is based on the Participant’s recognized Deferred Compensation and Deferred Bonuses for a Plan Year, plus credited Plan earnings on such sums through and including the Incentive Payment award date. The amount by which a Participant’s Deferred Compensation and Deferred
|
(c)
|
If a Participant remains continuously employed with Walmart or its Related Affiliates for a period of ten (10) consecutive full Plan Years, beginning with the first day of the first Plan Year in which the Participant had a Deferred Compensation or Deferred Bonus election in effect under this Plan or a Prior Agreement, and ending with the last day of the tenth (10th) Plan Year of such period, an Incentive Payment will be credited to the Participant’s Grandfathered Account as of the last day of such tenth 10th Plan Year. The Incentive Payment will be equal to twenty percent (20%) of the Participant’s recognized Deferred Compensation and Deferred Bonuses for ten (10), but not less than five (5), Plan Years (i.e., the first six (6) Plan Years of such ten (10)-year period), plus credited Plan earnings thereon through the award date. For each full Plan Year thereafter in which the Participant remains continuously employed with Walmart or its Related Affiliates, an Incentive Payment will be credited to the Participant’s Grandfathered Account as of the last day of such Plan Year. Such Incentive Payment will be equal to twenty percent (20%) of the Participant’s recognized Deferred Compensation and Deferred Bonuses for the first Plan Year of the five (5)-consecutive Plan Year period ending on the award date, plus credited Plan earnings thereon through the award date.
|
(d)
|
If a Participant remains continuously employed with Walmart or its Related Affiliates for a period of fifteen (15) consecutive full Plan Years, beginning with the first day of the first Plan Year in which the Participant had a Deferred Compensation or Deferred Bonuses election in effect under this Plan or a Prior Agreement, and ending with the last day of the fifteenth (15th) Plan Year of such period, an Incentive Payment will be credited to the Participant’s Grandfathered Account as of the last day of such fifteenth (15th) Plan Year. The Incentive Payment will be equal to ten percent (10%) of the Participant’s recognized Deferred Compensation and Deferred Bonuses for fifteen (15), but not less than ten (10), Plan Years (i.e., the first six (6) Plan Years of such fifteen (15)-year period), plus credited Plan earnings thereon through the award date. For each full Plan Year thereafter in which the Participant remains continuously employed with Walmart or its Related Affiliates, an Incentive Payment will be credited to the Participant’s Grandfathered Account as of the last day of such Plan Year. Such Incentive Payment will be equal to ten percent (10%) of the Participant’s recognized Deferred Compensation and Deferred Bonuses for the first Plan Year of a ten (10)-consecutive Plan Year period ending on the award date, plus credited Plan earnings thereon through the award date. The Incentive Payments provided in this Section 4.2(d) shall not take into account Incentive Payments credited under Section 4.2(c) or credited Plan earnings thereon.
|
(e)
|
The Incentive Payments provided in this Section 4.2(e) only apply if a Participant has been a Participant under the Plan (or a Prior Agreement) for five (5) or more full Plan Years and if the Participant incurs a Retirement, Early Retirement, death or Disability before satisfaction of the ten (10)- or fifteen (15)-year periods described in Sections 4.2 (c) and (d) above, after taking into account the application of Section 4.2(f). In that event, only the Incentive Payment next to be credited (i.e., twenty percent (20%) or ten percent (10%)) will be credited to the Participant’s Grandfathered Account as provided in this Section 4.2(e). In the event the Participant had not yet been awarded or credited with a twenty percent (20 %) Incentive Payment under Section 4.2(c), the Incentive Payment provided by this Section 4.2(e) will be based upon the ratio of (1) the number of full Plan Years worked since and including the first Plan Year in which the Participant had a Deferred Compensation or Deferred Bonus election in effect under this Plan or a Prior Agreement, to (2) ten (10), multiplied by twenty percent (20%). Such Incentive Payment will be based upon recognized amounts for the Plan Years which would otherwise have been considered in calculating the Participant’s first Incentive Payment under Section 4.2(c). If the Participant has been awarded a twenty percent (20 %) Incentive Payment provided in Section 4.2 (c), the Incentive Payment
.
provided by this Section 4.2(e) will be based upon the ratio of (1) the number of full Plan Years worked since the award date of the initial twenty percent (20%) Incentive Payment, to (2) five (5), multiplied by ten percent (10%). Such Incentive Payment will be based upon recognized amounts for the Plan Years which would otherwise have been considered in calculating the Participant’s first Incentive Payment under Section 4.2(d). The Incentive Payment provided under this Section 4.2(e) will be determined and credited to the Participant’s Grandfathered Account as of the date the Participant’s Plan benefits are distributed in a lump sum payment. If, however, a Participant’s benefits are to be distributed in installments, the amounts provided under this Section 4.2(e) will be determined and credited to the Participant’s Grandfathered Account as of the January 31 on which installments are based.
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(f)
|
The Incentive Payments provided in this Section 4.2(f) apply only with respect to those Participants who: (1) incur a Termination of Employment on or after the last day of a Fiscal Year, but before the immediately following last day of a Plan Year (e.g., on or after January 31, but before the next March 31); and (2) who, but for such Termination of Employment before the last day of a Plan Year, would have been credited with an Incentive Payment under Section 4.2(c) and/or 4.2(d). In that event, the Incentive Payments which would have been credited to the Participant’s Grandfathered Account but for such early Termination of Employment will be credited to the Participant’s Grandfathered Account as if the Participant had remained employed with Walmart or its Related Affiliates through the last day of the Plan Year, with no reduction due to the early Termination of Employment. The Incentive Payments provided under this Section 4.2(f) will be determined and credited to the Participant’s Grandfathered Account as of the date the Participant’s Plan benefits are distributed in a lump sum payment. If, however, a Participant’s benefits are to be distributed in installments, the amounts provided under this Section 4.2(f) will be determined and credited to the
|
(a)
|
The Committee shall have the exclusive duty, authority and discretion to interpret and construe the provisions of the Plan, to determine eligibility for and the amount of any benefit payable under the Plan, and to decide any dispute which may rise regarding the rights of Participants (or their beneficiaries) under this Plan;
|
(b)
|
The Committee shall have the authority to adopt, alter, and repeal such administrative rules, regulations, and practices governing the operation of the Plan as it shall from time to time deem advisable;
|
(c)
|
The Committee may appoint a person or persons to act on behalf of, or to assist, the Committee in the administration of the Plan, establishment of forms (including electronic forms) desirable for Plan operation, and such other matters as the Committee deems necessary or appropriate;
|
(d)
|
The decision of the Committee in matters pertaining to this Plan shall be final, binding, and conclusive upon Walmart, any Related Affiliate, the Participant, the Participant’s beneficiary, and upon any person affected by such decision, subject to the claims procedure set forth in Article VII; and
|
(e)
|
In any matter relating solely to a Committee member’s individual rights or benefits under this Plan, such Committee member shall not participate in any Committee proceeding pertaining to, or vote on, such matter.
|
(a)
|
the specific reason or reasons for the denial;
|
(b)
|
specific reference to the pertinent Plan provision upon which the denial is based;
|
(c)
|
a description of any additional material or information necessary for the claimant to perfect the claim; and
|
(d)
|
an explanation of the Plan’s claim review procedure.
|
(a)
|
may request a review by written application to the Committee not later than sixty (60) days after receipt by the claimant of the written notification of denial of a claim;
|
(b)
|
may review pertinent documents; and
|
(c)
|
may submit issues and comments in writing.
|
(a) earnings (either in the aggregate or on a per-share basis (“EPS”), reflecting dilution of shares as the Committee deems appropriate and, if the Committee so determines, net of or including dividends or net of or including the after-tax cost of capital) before or after interest and taxes (“EBIT”) or before or after interest, taxes, depreciation and amortization (“EBITDA”); (b) pre-tax operating earnings after interest and before incentives, service fees and extraordinary or special items; (c) earnings growth or growth in EPS; (d) EPS from continuing operations, operating earnings, growth in operating earnings; (e) value of assets; (f) economic value added (net operating profit after tax minus the product of capital multiplied by the cost of capital); (g) operating margin, pre-tax operating margin, or operating efficiency; (h) operating profits; (i) operating or administrative expenses; (j) net income or net operating income; (k) operating cost management; (l) gross or net revenue, changes in annual revenues; (m) revenue per associate, revenue per full time employee (“FTE”), revenue per square foot or other real estate measure; (n) same store sales, or comparable store sales, or total sales levels; (o) cash flow(s) (including either operating or net cash flows or free cash flows); (p) cash flow on investment; (q) financial return ratios; (r) total shareholder return, shareholder return based on growth measures or the attainment by the shares of a specified value for a specified period of time, share price or share price appreciation;
|
(s) dividends; (t) net worth; (u) return measures, including return or net return on assets, net assets, equity, capital, gross sales, committed capital, or invested capital; (v) adjusted pre-tax margin; (w) pre-tax profits or gross profits; (x) volume, market share or market penetration with respect to specific designated products or product groups and/or specific geographic areas; (y) aggregate product price and other product measures; (z) expense or cost levels, in each case, where applicable, determined either on a Company-wide basis or in respect of any one or more specified divisions or products; (aa) reduction of losses, loss ratios, or expense ratios; (bb) reduction in fixed costs; (cc) cost of capital, working capital targets, or change in working capital; (dd) debt reduction; (ee) productivity measures; (ff) average inventory turnover or inventory controls, on-shelf availability, inventory metrics, asset quality; (gg) satisfaction of specified business expansion goals or goals relating to acquisitions or divestitures; (hh) regulatory ratings; (ii) customer satisfaction based on specified objective goals or a Company-sponsored customer survey; (jj) employee diversity goals; (kk) supplier diversity goals; (ll) employee turnover; (mm) attraction of employees; (nn) specified objective social goals; (oo) safety record; or (pp) business integration.
|
(a)
|
Committee to Establish Basis for Awards
.
In connection with the grant of an Incentive Plan Award, for each Performance Period, the Committee shall establish the Performance Goal(s) and the Performance Measure(s) applicable to such Incentive Plan Award, and shall either:
|
(i)
|
establish the formula for determining the amounts payable based on the level of achievement of the applicable Performance Goal; or
|
(ii)
|
for any one or more Participants, subject to Section 4.2(a), establish a formula for determining the maximum amount payable (an “umbrella plan”) based on the level of achievement of the applicable Performance Goal, and set a methodology for determining the actual amount payable (a “plan within a plan”) which may, but need not, be based on Performance Measures; or
|
(iii)
|
for any two or more Participants (“Pool Participants”), establish a performance award pool, which shall be an unfunded pool, the aggregate
amount of which shall be based upon the achievement of the Performance
|
(iv)
|
With respect to
each Incentive Plan Award, the Committee shall: (A) determine the consequences for the Incentive Plan Award of the Participant’s change in employment status as provided in Section 4.2(b); (B) specify the consequences for the Award of the occurrence of a change in control of the Employer during a Performance Period; and (C) establish such other terms and conditions for the Incentive Plan Award as the Committee deems appropriate.
|
(v)
|
For Incentive Plan Awards intended to qualify for the Section 162(m) Exemption, each of the foregoing shall be accomplished within the time period required to qualify for the Section 162(m) Exemption.
With respect to Participants who are not Potential Covered Employees, and for Incentive Plan Awards not intended to qualify for the Section 162(m) Exemption, the Committee may establish other subjective or objective goals, including individual Performance Goals,
as it deems appropriate, which need not be based on Performance Measures.
|
(b)
|
Certification of Performance Goal Achievement.
The Committee shall, promptly after the date on which the necessary financial, individual, or other information for a particular Performance Period becomes available, and in any event prior to the payment of any Incentive Plan Award intended to qualify for the Section 162(m) Exemption to a Covered Employee, determine and certify the degree to which each of the Performance Goals has been attained.
|
(c)
|
Permitted Adjustments.
Except as permitted under Section 4.2, Incentive Plan Awards shall be paid solely in accordance with the applicable formula or umbrella plan or the pool
for the Performance Period, based upon the level of achievement of Performance Goals. Performance Goals, to the extent determined based on accounting standards or principles, shall be based upon generally accepted accounting principles, or international financial accounting standards, as applicable. However, unless the Committee specifies otherwise
within the time period required to qualify for the Section 162(m) Exemption,
Performance Goals shall be adjusted by the Committee to take into account the effect of the following,
to the extent the adjustment items exceed thresholds for adjustment established by the Committee when the Performance Goals are established: changes in accounting standards that may be required by the Financial Accounting Standards Board after the Performance
|
(a)
|
Maximum Incentive Plan Award.
In no event will an Incentive Plan Award for a Covered Employee intended to qualify for the Section 162(m) Exemption exceed $20,000,000 for a 12-month Performance Period (or in the case of a Performance Period other than 12 months long, an amount that bears the same ratio to $20,000,000 as the length of the Performance Period bears to 12 months).
|
(b)
|
Change in Employment Status.
The Committee shall have the discretion and authority to determine the consequences for the Incentive Plan Award of a Participant’s:
(i)
termination of employment for various reasons or the Participant’s
disability, or the Participant’s demotion or promotion during the Performance Period; (ii)
leaving
the Employer and being rehired as a Participant; (iii) being hired, promoted, or transferred into a position eligible for MIP participation; (iv)
transferring
between eligible MIP positions with different incentive percentages or Performance Goals; (v) transferring to a position not eligible to participate in the MIP; (vi)
becoming eligible for an incentive from another incentive plan maintained by the Company or Related Affiliate; (vii) being
on a leave of absence; and (viii) similar circumstances deemed appropriate by the Committee, consistent with the purpose and terms of the MIP;
provided however
, that the Committee shall not be authorized to increase the amount of the Incentive Plan Award payable to a Covered Employee that is intended to qualify for the Section 162(m) Exemption. If a Participant is on administrative suspension at the time payment would otherwise be made, no payment shall be made until the matter is resolved by the Employer, and it is determined whether the Incentive Plan Award shall be paid or forfeited.
|
(c)
|
Committee Discretion.
The Committee shall have the discretion to reduce, eliminate, or increase any Incentive Plan Award for any individual or group, to reflect individual performance and/or unanticipated factors, including but not limited to those described in Section 4.1(c), or in the case of a plan within a plan, to implement the methodology for determining the actual amount of a Participant’s Incentive Plan Award. Notwithstanding the foregoing, and subject to the following sentence, with respect to the Incentive Plan Awards of Potential Covered Employees intended to qualify for the Section 162(m) Exemption, the Committee shall not increase such awards above the amount determined under the applicable formula, umbrella plan, or pool
for the Performance Period, or
(except in case of death or a change in control) waive the achievement of applicable Performance Goals. In the event a Potential Covered Employee is determined at the end of the Performance Period not to be a Covered Employee, and to the extent it would not cause the Potential Covered Employee to become a Covered Employee, the Committee may exercise its discretion to increase the amount of such Potential Covered Employee’s Incentive Plan Award above the amount generated under the applicable formula for the Performance Period.
|
(a)
|
Usual Timing
. For any recipient subject to U. S. federal income tax,
unless payment of the Incentive Plan Award is duly deferred by the Participant under an applicable deferred compensation arrangement, Incentive Plan Awards will be paid by the Participant’s Employer in cash or cash equivalent no later than two and one-half months after the later of (a) the end of the calendar year in which the applicable Performance Period ends or (b) the end of the Fiscal Year in which the Performance Period ends. The Committee may establish different payment schedules for different Participants. Notwithstanding the foregoing, it is contemplated that for any Performance Period ending on January 31, payment to recipients subject to U. S. federal income tax will be made by the following April 15. If any portion of an Incentive Plan Award payable to a Covered Employee that is intended to qualify for the 162(m) Exemption for any reason is not deductible under Section 162(m), payment of that portion shall, in the Committee’s discretion, be deferred until the earliest date it may be paid and deducted.
|
(b)
|
Certain Participants not Eligible.
To be eligible for payment of any Incentive Plan Award, the Participant must (i) be employed by the Company or a Related Affiliate on the last day of the Performance Period to which the Incentive Plan Award pertains, except that in the event of a Participant’s death, the Incentive Plan Award shall be prorated based upon the number of full payroll periods worked as a Participant during the Performance Period prior to death, (ii) have performed the Participant’s duties to the satisfaction of the Committee, (iii) have not engaged in any act deemed by the Committee to be inimical to the best interest of the Company or a Related Affiliate, (iv) have not breached any restrictive covenant or confidentiality requirement to which the Participant is subject, and (v
)
otherwise have complied with Company and
|
(c)
|
Recoupment.
If the Committee determines within twelve months following the date an Incentive Plan Award is paid (i) that the Participant, prior to the date of payment of such Incentive Plan Award, (A) engaged in any act the Committee deems inimical to the best interest of the Company or a Related Affiliate, or (B) violated any of the requirements of Section 4.3(b), or (ii) that the Participant, whether before or after payment of such Incentive Plan Award
failed to comply with Company and Employer policies, the recipient of the Incentive Plan Award shall be obligated, upon demand, to return the amount of such Incentive Plan Award to the Employer that paid it.
In addition, all Incentive Plan Awards, whether or not previously paid, and whether or not previously deferred, shall be subject to the Company’s policies or requirements or applicable law (including regulations and other applicable guidance) regarding clawbacks (recoupment) as in effect from time to time.
|
(a)
|
Allocation.
Except to the extent prohibited by applicable law (including regulations and other applicable guidance) or the applicable listing standards of
a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members.
|
(b)
|
Delegation; Sub-Plans.
Provided that the Committee shall not delegate authority or responsibility for Incentive Plan Awards of Potential Covered Employees intended to
|
(c)
|
Revocation.
The Committee may at any time revoke any allocation or delegation.
|
(a)
|
Amendment and Termination.
The Board may at any time amend or terminate the MIP (in whole or in part) without the approval of the shareholders of the Company, except as otherwise provided in this Section 6.1. Neither the Company nor any Related Affiliate is obligated to continue this MIP.
|
(b)
|
Shareholder Approval.
Any amendment to the MIP that changes the class of associates of an Employer eligible to participate, changes the Performance Goals, Performance Measures, or increases the maximum dollar amount that may be paid to a Participant for a Performance Period shall not be effective with respect to Incentive Plan Awards to Covered Employees intended to qualify for the Section 162(m) Exemption unless the amendment is approved by shareholders as provided in Section 1.3 before the Incentive Plan Award is paid.
|
(a)
|
Not Taken into Account Under Other Plans.
Awards shall not be considered eligible pay under other plans, benefit arrangements, or fringe benefit arrangements of the Company or a Related Affiliate, unless otherwise provided under the terms of other plans.
|
(b)
|
Compensation Reduction and Compensation Deferral Elections Apply to Incentive Plan Awards.
To the extent provided in the applicable benefit or deferred compensation plan or arrangement of the Company or a Related Affiliate, amounts payable as Incentive Plan Awards will be reduced or deferred in accordance with the Participant’s compensation reduction election or compensation deferral election, if any, in effect under other plans and arrangements at the time the Incentive Plan Award is paid.
|
(c)
|
Sole Incentive Plan.
Unless determined otherwise by the Committee, associates shall
not be eligible to participate in the MIP for any period they are participating in any
other incentive program maintained by the Company or any Related Affiliate.
|
(a)
|
Withholding.
The Participant’s Employer shall have the right to deduct from all payments made under the MIP any federal, state, or local taxes required by law to be withheld with respect to the payments.
|
(b)
|
Section 409A.
The MIP is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) and, accordingly, to the maximum extent permitted, the MIP shall be construed and interpreted in accordance with such intent. If payment of any amount of “deferred compensation” (as defined under Section 409A, after giving effect to the exemptions thereunder) is triggered by a separation from service (as defined under Section 409A) that occurs while the Participant is a “specified employee” with respect to the Company (as defined under Section 409A), and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Participant’s estate following the Participant’s death.
|
(c)
|
Participant Solely Responsible.
Notwithstanding the foregoing, the
Participant shall be solely responsible for the satisfaction of any federal, state, local, or foreign taxes on payments under the MIP.
By way of example and not limitation, in no event whatsoever shall the Company be liable for any additional tax, interest, or penalties that may be imposed on the Participant by Code Section 4999 (golden parachute payments) or by Code Section 409A or any damages for failing to comply with Code Section 409A
|
IV. ACCOUNT PURCHASES, MAINTENANCE & SALES
|
B-5
|
|
|
|
|
4.1
|
Account Establishment
|
B-5
|
4.2
|
Share Purchases
|
B-5
|
4.3
|
Share Purchases for Non-U.S. Participants
|
B-5
|
4.4
|
Allocation to Accounts
|
B-6
|
4.5
|
Share Ownership
|
B-6
|
4.6
|
Account Statements
|
B-6
|
4.7
|
Risk of Loss
|
B-6
|
4.8
|
Commission & Maintenance Charges
|
B-6
|
4.9
|
Account Sales
|
B-7
|
|
|
|
V. ACCOUNT CLOSURE & TERMINATION OF EMPLOYMENT
|
B-7
|
|
|
|
|
5.1
|
Account Closure
|
B-7
|
5.2
|
By Termination of Employment Other Than Due to Death of Participant
|
B-7
|
5.3
|
By Transferring Employment from the Company or a Participating Employer to an Affiliate
|
B-7
|
5.4
|
Termination Due to Death of Participant
|
B-8
|
|
|
|
VI. AWARD PROGRAM
|
B-8
|
|
|
|
|
6.1
|
Scope of the Award Program
|
B-8
|
6.2
|
Outstanding Performance Component
|
B-8
|
6.3
|
Former Great Job Component
|
B-8
|
|
|
|
VII. ADMINISTRATION
|
B-8
|
|
|
|
|
7.1
|
Committee
|
B-8
|
7.2
|
Powers of the Committee
|
B-8
|
|
|
|
VIII. AMENDMENT & TERMINATION
|
B-9
|
|
|
|
|
8.1
|
Right to Amend or Terminate
|
B-9
|
8.2
|
Limitation on Right to Amend or Terminate
|
B-9
|
|
|
|
IX. MISCELLANEOUS PROVISIONS
|
B-9
|
|
|
|
|
9.1
|
Successors
|
B-9
|
9.2
|
Severability
|
B-9
|
9.3
|
Requirements of Law
|
B-9
|
9.4
|
Securities Law Compliance
|
B-9
|
9.5
|
No Rights as a Stockholder
|
B-10
|
9.6
|
Nature of Payments
|
B-10
|
9.7
|
Non-Exclusivity of the Plan
|
B-10
|
9.8
|
Military Service
|
B-10
|
9.9
|
Construction
|
B-10
|
9.10
|
Headings
|
B-10
|
9.11
|
Stockholder Approval
|
B-10
|
9.12
|
Taxes
|
B-10
|
9.13
|
Company-Associate Relationships
|
B-10
|
9.14
|
Governing Law
|
B-10
|
1.1
|
“Account”
shall mean a Participant’s account which holds his or her shares of Stock pursuant to the Plan.
|
1.2
|
“Account Administrator”
shall mean the third party administrator for the Accounts as may be from time to time appointed by the Committee.
|
1.3
|
“Account Closure”
shall mean the closing of a Participant’s Account by one of the following means:
|
(a)
|
“Automatic Account Closure”
shall mean the closure of a Participant’s Account by the Committee (or the Account Administrator if applicable) at the time such Participant’s Account balance contains no shares (or fractional shares) of Stock on or after his or her termination of employment with the Employer.
|
(b)
|
“Participant Account Closure”
shall mean the closure of a Participant’s Account pursuant to a request by the Participant to have his or her Account closed and to have all Stock or proceeds from the sale thereof distributed.
|
1.4
|
“Affiliate”
shall mean any entity that is more than 50% owned or controlled, directly or indirectly, by the Company.
|
1.5
|
“Associate”
shall mean any common law employee of an Employer, but shall not include independent contractors. An individual classified by the Employer as either an independent contractor or an individual who provides services to the Employer through another entity shall not be eligible to participate in this Plan during the period that the individual is so classified, even if such individual is later retroactively reclassified as an Associate during all or any part of such period pursuant to applicable law or otherwise.
|
1.6
|
“Award Program”
shall mean a program established by the Company or a Participating Employer that results in its Associates receiving shares of Stock as an award for job performance.
|
1.7
|
“Board”
shall mean the Board of Directors of the Company.
|
1.8
|
“Committee”
shall mean the Global Compensation Committee of the Board, or such other committee as may be appointed by the Board.
|
1.9
|
“Company”
shall mean Walmart Inc., a Delaware corporation.
|
1.10
|
“Contribution”
shall mean any of the types of contributions that may be made to a Participant’s Account under the Plan, either by the Company, a Participating Employer or a Participant as set forth in Section III.
|
1.11
|
“Employer”
shall mean the Company and its Affiliates.
|
1.12
|
“Participant”
shall mean any Associate of the Company or a Participating Employer who satisfies the eligibility requirements in Section II and who has an Account established under the Plan, and Participant shall also include any former Associate of the Company or a Participating Employer who was a Participant in the Plan at the time of his or her termination of employment until such time as an Account Closure occurs.
|
1.13
|
“Participating Employer”
shall mean an Affiliate whose participation in the Plan has been approved by the Committee. The Committee may require the Participating Employer to make corresponding contributions under the Plan in accordance with rules and procedures established by the Committee. The Committee, in its sole discretion, may terminate any such Affiliate’s Participating Employer status at any time and the Accounts of those Participants who are Associates of such Affiliate will be treated as if such Participants had transferred employment to an Affiliate that is not a Participating Employer as described in Section 5.3 of the Plan.
|
1.14
|
“Payroll Deduction”
shall mean the payroll deduction from a Participant’s biweekly or weekly regular compensation (including from vacation pay and pay from any paid leave of absence) of an amount authorized by the Participant as a Payroll Deduction Contribution.
|
1.15
|
“Plan”
shall mean the Walmart Inc. 2016 Associate Stock Purchase Plan (formerly known as the Wal-Mart Stores, Inc. 2016 Associate Stock Incentive Plan, and the Wal-Mart Stores, Inc. 2004 Associate Stock Purchase Plan), as amended, restated and renamed herein, or as it may be further amended from time to time.
|
1.16
|
“Plan Year”
shall mean April 1 of a calendar year to March 31 of the following calendar year, or such other period as set by the Committee.
|
1.17
|
“Section 16 Officers”
shall mean those officers of the Company who are subject to subsection 16(a) of
|
1.18
|
“Stock”
shall mean the common stock, $.10 par value per share, of the Company.
|
2.1
|
In General.
All Associates (including Section 16 Officers) of the Company or a Participating Employer are eligible to participate in the Plan, subject to the following limitations:
|
(a)
|
Associates who are restricted or prohibited from participating in the Plan under the applicable law of their state or country of residence may not participate in the Plan, except as may be provided in accordance with rules and procedures established by the Committee.
|
(b)
|
Associates of the Company and its Affiliates who are members of a collective bargaining unit whose benefits were the subject of good faith collective bargaining are excluded from participation in the Plan.
|
(c)
|
Participation by Associates of non-U.S. Participating Employers shall only be permitted upon approval by the Committee, which approval may be limited to groups or categories of Associates designated by the non-U.S. Participating Employer.
|
(d)
|
Section 16 Officers may be restricted in their ability to acquire or sell shares of Stock in order to comply with Section 16 of the Securities Exchange Act of 1934, as amended, in accordance with rules and procedures adopted by the Company’s Audit Committee.
|
2.2
|
Leaves of Absence.
Participants continue to be eligible to participate in the Plan while on a bona fide leave of absence from the Company or a Participating Employer in accordance with applicable policies of the Company or Participating Employer, or under such other circumstances with the approval of the Committee.
|
3.1
|
Shares Available for Contributions.
Subject to stockholder approval of this Plan: (i) 10,943,171 shares of Stock shall be available for purchase from the Company under the Plan for credit to Accounts or for purchase in open market transactions over a national securities exchange under the Plan for credit to Accounts; (ii) 20,000,000 shares of Stock shall be available for purchase from the Company under the Plan for credit to Accounts; and (iii) 100,000,000 shares of Stock shall be available for purchase in open market transactions over a national securities exchange under the Plan for credit to Accounts.
|
3.2
|
Plan Contributions.
The definitions of the types of Contributions which may be made pursuant to the Plan are as follows (subject to the limits provided in Section 3.3 as applicable):
|
(a)
|
“Award Contribution”
means a contribution under the Plan on behalf of a Participant by the Company or a Participating Employer, as applicable, made pursuant to the Award Program in the sole discretion of the Committee.
|
(b)
|
“Matching Contribution”
means a cash contribution to the Plan on behalf of a Participant by the Company or a Participating Employer, as applicable, which is equal to fifteen percent (15%) of the amount of the Participant’s Payroll Deduction (up to a maximum dollar limit).
|
(c)
|
“Payroll Deduction Contribution”
means a contribution to the Plan by a Participant pursuant to a valid authorization for a Payroll Deduction.
|
(d)
|
“Voluntary Contribution”
means a contribution, if and to the extent permitted by the Committee from time to time, of shares of Stock or cash by the Participant to the Participant’s Account which is not made by Payroll Deduction.
|
3.3
|
Maximum Limits on Contributions.
|
(a)
|
Matching Contributions and “Outstanding Performance” awards under the Award Program are subject to a maximum dollar limit for the Plan Year as set by the Committee from time to time in its discretion.
|
(b)
|
During any Plan Year, the combination of Payroll Deduction Contributions and Voluntary Contributions made in cash (not Stock) by a Participant shall not exceed $125,000.
|
3.4
|
Payroll Deductions.
|
(a)
|
Subject to the Committee’s authority to adjust the following amounts, a Participant’s authorization for Payroll Deduction shall be for a minimum amount of $2.00 per biweekly pay period or $1.00 per weekly pay period, as applicable to the Participant, and such Payroll Deduction shall be in even multiples of $.50.
|
(b)
|
A Participant’s request for Payroll Deduction (or a request for a revision thereto) will become effective as soon as practicable after receipt of such request by the Company or the Participating Employer, as
|
(c)
|
A Participant’s Payroll Deduction authorization may be revised or terminated at any time by the Participant’s request to the Company or the Participating Employer, as applicable.
|
(d)
|
A Participant’s authorization for Payroll Deduction shall remain effective until the earlier of the Participant’s (1) request to revise or terminate the Payroll Deduction authorization or (2) termination of employment with the Company or a Participating Employer, subject to Section 8 of the Plan.
|
(e)
|
All requests to initiate, revise or terminate an authorization for Payroll Deduction as described in this Section 3.4 shall be made in writing or in such other form acceptable to the Committee or its delegate from time to time.
|
(f)
|
The Senior Vice President, Benefits, or any successor position, in his or her discretion, may prohibit a Payroll Deduction from the final paycheck of a Participant. This Section applies to the Participant’s final paycheck even if the Participant made a valid Payroll Deduction election applicable to prior paychecks. If a Payroll Deduction is prohibited from a Participant’s final paycheck, any corresponding Matching Contributions shall also be prohibited.
|
3.5
|
Matching Contributions.
The Company or Participating Employer, as applicable, shall make Matching Contributions as provided under the Plan and subject to the limits set forth in Section 3.3.
|
3.6
|
Award Contributions.
Award Contributions shall be made, in the Committee’s sole discretion, by either (1) the Company or the Participating Employer, as applicable, remitting to the Account Administrator on behalf of the Participant funds sufficient to purchase any shares or fractional shares of Stock that have been granted to such Participant under the Award Program or (2) the Participant receiving the Award Contribution directly as a certificate for a share or shares (as applicable) of Stock.
|
3.7
|
Voluntary Contributions.
Participants may make Voluntary Contributions to the Plan subject to the terms and limitations described herein or that may be prescribed by the Committee from time to time.
|
3.8
|
Remittance of Contributions.
|
(a)
|
The Company or a Participating Employer, as applicable, will forward the total of all Payroll Deductions for the applicable payroll period along with the corresponding Matching Contributions, a list of Participants for whom the Contributions are being made and the amount allocable to each such Participant’s Account to the Account Administrator as soon as practicable.
|
(b)
|
Voluntary Contributions, whether made in cash or shares of Stock, shall be remitted to the Account Administrator directly by the Participant.
|
(c)
|
As soon as practicable following a grant of an Award Contribution, an Award Contribution shall be made in the Committee’s sole discretion as described in Section 3.6 of the Plan.
|
(d)
|
Prior to the time a Participant’s Payroll Deduction and corresponding Matching Contribution is distributed to the Account Administrator, such amounts are considered general assets of the Company or Participating Employer (as applicable) and, as such, are subject to the claims of the Company’s or Participating Employer’s (as applicable) creditors in the event of insolvency or bankruptcy. In addition, no interest shall be paid on such amounts and all Participants assume the risk of fluctuations in the value or market price of Stock.
|
4.1
|
Account Establishment.
The Account Administrator shall establish an Account in accordance with the Plan for any Associate who becomes a Participant. Upon the Committee’s (or its delegate’s) request, the Account Administrator shall establish an Account for an Associate who is to be awarded shares under an Award Program and who is not then a Participant.
|
4.2
|
Share Purchases.
No later than five business days after the Account Administrator receives the remittance of funds for Contributions (including Voluntary Contributions made in cash) made to the Plan, the Account Administrator shall purchase shares of Stock from the Company, which may be purchases from the Company of authorized, but unissued, shares of Stock, shares of Stock held as treasury shares of Stock, in open market transactions over a national securities exchange, or in a combination of the foregoing. Notwithstanding the foregoing, the Committee may from time to time provide instructions to the Account Administrator with respect to the purchase of such shares of Stock but, absent such instructions, the Account Administrator shall determine the source of such Stock purchases in its discretion.
|
(a)
|
In the case of purchases from the Company of authorized but unissued or treasury shares of Stock, the
|
(b)
|
The Account Administrator’s purchase of shares of Stock in open market transactions over a national securities exchange and the price per share shall be in accordance with rules and procedures established by the Committee from time to time, the rules of the national securities exchange over which the shares of Stock are purchased and the rules of the Financial Industry Regulatory Authority.
|
(c)
|
As determined in the discretion of the Account Administrator (in accordance with any applicable rules and procedures of the Committee), funds received as Voluntary Contributions may be bundled into a group for the purpose of purchasing shares of Stock and such shares may be purchased over a time period that is greater than one day. If such shares of Stock are purchased as part of a bundled group, a Participant’s purchase price for each share of Stock shall be the average price of all shares of Stock purchased within that group as determined by the Account Administrator.
|
(d)
|
No provision of this Plan shall limit the ability of the Committee to implement a real-time trading (or other) mechanism for the purchase or sale of shares of Stock under the Plan and, to the extent determined by the Committee, shall replace any other methodology for valuing and allocating shares of Stock purchased or sold under the Plan.
|
4.3
|
Share Purchases for Non-U.S. Participants.
With respect to non-U.S. Participants, the amounts (1) withheld from such a Participant’s compensation pursuant to an authorization for Payroll Deduction or (2) contributed as either a Matching Contribution or an Award Contribution made directly to a Participant’s Account shall be converted from the applicable foreign currency to U.S. dollars for the purpose of purchasing shares of Stock, and such conversion shall be pursuant to the exchange rate published in The Wall Street Journal (or other similar source) on a date as soon as practicable prior to the effective date of the cash transfer from the Company or the Participating Employer, as applicable, to the Account Administrator. All such Participants assume the risk of fluctuations in the value or market price of shares of Stock and applicable currency exchange rates. With respect to non-U.S. Participants making Voluntary Contributions in cash, such amounts must be tendered to the Account Administrator in U.S. dollars unless otherwise determined by the Committee.
|
4.4
|
Allocation to Accounts.
The number of shares (whole and fractional shares) of Stock shall depend upon the purchase price as described in Section 4.2 at the time such purchases are made. Purchases of Stock will be allocated by the Account Administrator based upon the applicable purchase price to each applicable Participant’s Account in proportion to the respective amount of Contributions received for each Participant’s Account. Allocations of Stock will be made in full shares and in fractional interests in shares to the thousandths of a share.
|
4.5
|
Share Ownership.
At the time shares of Stock are credited to a Participant’s Account, he or she will acquire full ownership of all such shares (as well as any fractional interests) of Stock.
|
(a)
|
All shares of Stock will be registered in the name of the Account Administrator and will remain so registered until delivery is requested by the Participant. The Participant may request from the Account Administrator that a certificate for any or all full shares of Stock be delivered to the Participant or that the Participant be reflected as the record owner of such shares of Stock in the Direct Registration System of the Depository Trust Company, if the Company participates in that system, at no cost to such Participant at any time.
|
(b)
|
The Account Administrator shall cause to be delivered at no cost to each Participant as promptly as practicable, by mail, electronic mail, or otherwise, all notices of shareholders’ meetings, proxy statements
|
(c)
|
A Participant may not assign or hypothecate any interest in the Plan; provided, however, that upon purchase of shares under the Plan, such shares may be sold, assigned, pledged, hypothecated or otherwise dealt with as would be the case with respect to any other shares of Stock the Participant might otherwise own, subject to the Participant’s compliance with the Walmart Inc. Insider Trading Policy.
|
(d)
|
Neither the Company nor any Participating Employer may make any deductions from amounts properly credited to a Participant’s Account. Neither the Company nor any Participating Employer shall have any security interest on the shares of Stock held in a Participant’s Account. Notwithstanding the foregoing, a lender may have a security interest on the shares of Stock held in a Participant’s Account if the Participant has pledged such Stock as collateral in connection with a line of credit that may be obtained by certain Participants (other than Section 16 Officers) through the Account Administrator’s Stock Secured Line of Credit Program, if any.
|
4.6
|
Account Statements.
Each Participant will be sent at least an annual statement reflecting all Account activity during the period covered by the statement.
|
4.7
|
Risk of Loss.
There is no guarantee of the value or market price of shares of Stock acquired pursuant to the Plan. In seeking potential benefits of Stock ownership, each Participant bears the risks associated with Plan participation and ownership of Stock, including the risk of any decrease in the value of market price of shares of Stock acquired pursuant to the Plan.
|
4.8
|
Commission & Maintenance Charges.
|
(a)
|
No brokerage commissions are charged to Participants for purchases of Stock under the Plan, however, brokerage commissions and other applicable fees shall be charged to the Participant for all sales of Stock from his or her Account. Such commissions and other applicable fees for sales of Stock held in a Participant’s Account shall be at the rates posted by the Account Administrator, which may be changed from time to time by the Account Administrator with approval of the Committee (or its delegate).
|
(b)
|
The Company or Participating Employer, as applicable, shall pay the applicable periodic maintenance fees (if any) for the Participant’s Account until the earlier of (1) a Participant Account Closure occurs or (2) the Participant incurs a termination of employment with the Company or Participating Employer, as applicable, subject to Section 5.3. Any services requested of the Account Administrator by the Participant that are not covered by the Company’s arrangement with the Account Administrator shall be paid for solely by the Participant.
|
(c)
|
At such time as the Company or Participating Employer, as applicable, ceases to pay the applicable Account maintenance fees as set forth subsection (b) above, the Participant shall become responsible for any applicable Account maintenance fees. In this case, periodic maintenance fees and other applicable charges to the Account shall be paid from time to time to the Account Administrator automatically from the proceeds of a sale of a sufficient number of shares of Stock held in the Participant’s Account to cover such fees and charges until the earlier of a Participant Account Closure or an Automatic Account Closure occurring.
|
4.9
|
Account Sales.
The Participant may instruct the Account Administrator in writing (or any other method acceptable to the Committee or its delegate) at any time to sell any portion or all of his or her full shares of Stock and the fractional interest in any shares of Stock allocable to his or her Account, and the timing for such sale of Stock shall be in accordance with rules and procedures established by the Committee from time to time. Any account sales shall be subject to the Walmart Inc. Insider Trading Policy, including, but not limited to, the Trading Windows and trading restrictions on Section 16 Officers.
|
(a)
|
The sale price for a share of Stock under the Plan shall be the average price of all shares of Stock sold by the Account Administrator on the date of the Participant’s sale transaction; provided, however, that the Committee reserves the right to implement a real-time trading or similar mechanism for Participants’ sales of shares of Stock from their respective Accounts under the Plan and the valuation of shares of
|
(b)
|
Upon such sale, the Account Administrator shall mail to the Participant a check (or such method of payment as approved by the Committee or its delegate) for the proceeds, less the brokerage commission, and other normal charges such as sales fees, which are payable by the Participant.
|
(c)
|
Such instruction to the Account Administrator, or a request for delivery of Stock certificates held in the Participant’s Account, will not affect the Participant’s status as a Participant under the Plan unless the delivery of such certificates results in an Account Closure.
|
(d)
|
With respect to non-U.S. Participants, shares of Stock are sold or traded in U.S. dollars and such amounts can be converted for the purpose of remitting the proceeds to the non-U.S. Participant. If the proceeds from the sale of shares of Stock held in the Participant’s Account are converted to a currency other than U.S. dollars, such conversion shall be made pursuant to the applicable exchange rate published in
The Wall Street Journa
l (or other similar source) on the date such transaction is executed. All such Participants assume the risk of fluctuations in the value or market price of shares of Stock and applicable currency exchange rates.
|
5.1
|
Account Closure.
A Participant who elects to discontinue Payroll Deductions under the Plan shall continue to be a Participant until the earlier of a Participant Account Closure or an Automatic Account Closure occurring. In connection with a Participant Account Closure, the Participant must elect to have his or her Account fully distributed in either (1) Stock (except that the value of any fractional shares of Stock will be distributed in cash) less any applicable fees or (2) cash by directing all full shares (and fractional interests) of Stock to be sold with the proceeds, less applicable brokerage commissions and other applicable fees, being distributed in accordance with the terms, provisions, and conditions of the Plan.
|
5.2
|
By Termination of Employment Other Than Due to Death of Participant.
The Account of a Participant who incurs a termination of employment (other than by reason of death) with the Company or a Participating Employer will continue to be maintained with the periodic fees and any other applicable charges being paid by the Participant in accordance with Section 4.8(c) of the Plan.
|
5.3
|
By Transferring Employment from the Company or a Participating Employer to an Affiliate.
A Participant who transfers employment from the Company or a Participating Employer to an Affiliate who does not sponsor or participate in the Plan may continue to have his or her Account maintained at the expense of the Company while still employed with an Affiliate until the earlier of a Participant Account Closure or an Automatic Account Closure occurring (provided that such Automatic Account Closure can only occur following termination of employment with such Affiliate). In connection with a Participant Account Closure, the Participant must elect to have his or her Account fully distributed in either (1) Stock (except that the value of any fractional shares of Stock will be distributed in cash less any applicable fees) or (2) cash by directing all full shares (and fractional interests) of Stock to be sold with the proceeds, less applicable brokerage commissions and other applicable fees, being distributed, in accordance with the terms, provisions, and conditions of the Plan. Unless and until such Participant re-establishes eligibility to participate in the Plan, such Participant shall no longer be eligible to make or receive Contributions to the Plan (including by Payroll Deduction or Voluntary Contribution).
|
5.4
|
Termination Due to Death of Participant.
Following a Participant’s death, the Company or Participating Employer, as applicable, shall cease making Payroll Deductions and Matching Contributions to such Participant’s Account as soon as practicable. In addition, as soon as practicable following the Participant’s death, the Account Administrator will distribute the proceeds of the deceased Participant’s Account less applicable brokerage commissions and other applicable fees in accordance with rules and procedures established by the Committee (which may include a designation by a Participant of a beneficiary or a joint tenant with respect to a Participant’s Account) and, in the absence of applicable rules and procedures (or such designations), to the Participant’s estate.
|
6.1
|
Scope of the Award Program.
The Award Program is designed to provide an incentive to Associates of the Company and Participating Employers who provide exceptional customer service and job performance. Awards under the Award Program are not intended to be given to those who satisfy, but do not exceed, expectations. The Award Program includes an “Outstanding Performance” component.
|
6.2
|
Outstanding Performance Component.
An “Outstanding Performance” award is an award of Stock to an
|
(a)
|
Associates who receive “Outstanding Performance” awards may either be issued certificates for shares of Stock or, at the discretion of the Committee, the Company (or Participating Employer) may have the Account Administrator purchase shares of Stock to be credited to the Participant’s Account as described in Section 3.6 of the Plan.
|
(b)
|
“Outstanding Performance” awards are either approved directly by the Committee or by its delegate in accordance with rules and procedures established by the Committee, and are subject to individual maximum dollar limitations as set by the Committee from time to time.
|
6.3
|
Former Great Job Component.
This component of the Plan was discontinued in 2007 and all outstanding Great Job buttons were cancelled on September 1, 2008.
|
7.1
|
Committee.
|
(a)
|
Subject to Section 7.2, the Plan shall be administered by the Committee.
|
(b)
|
The Committee may delegate to officers or managers of the Company or any Affiliate the authority, subject to such terms as the Committee shall determine, to perform specified functions under the Plan. The Committee also may revoke any such delegation of authority at any time.
|
7.2
|
Powers of the Committee.
Subject to and consistent with the provisions of the Plan, the Committee has full and final authority and sole discretion as follows:
|
(a)
|
to determine when, to whom and in what types and amounts Contributions should be made;
|
(b)
|
to make Contributions to eligible Associates in any number, and to determine the terms and conditions applicable to each Contribution;
|
(c)
|
to determine whether any terms and conditions applicable to a Contribution have been satisfied;
|
(d)
|
to set minimum and maximum dollar, share or other limitations on the various types of Contributions under the Plan;
|
(e)
|
to determine whether an Affiliate should be designated as a Participating Employer and whether an Affiliate’s Participating Employer status should be terminated;
|
(f)
|
to determine whether Associates of non-U.S. Participating Employers should be eligible to participate in the Plan;
|
(g)
|
to construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the administration of the Plan;
|
(h)
|
to make, amend, suspend, waive and rescind rules and regulations relating to the Plan (including, but not limited to, such rules and regulations that would allow designations for beneficiaries and/or joint tenants to be made by Participants in connection with Accounts under the Plan);
|
(i)
|
to appoint such agents as the Committee may deem necessary or advisable to administer the Plan;
|
(j)
|
to correct any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and regulations, and award agreements or any other instrument entered into or relating to a Contribution under the Plan; and
|
(k)
|
to take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.
|
8.1
|
Right to Amend or Terminate.
The Board, or a duly authorized committee thereof, reserves the right to amend, modify, suspend or discontinue the Plan at any time in its sole discretion without the approval of the Company’s stockholders, except that (a) any amendment or modification shall be subject to the approval of the Company’s stockholders if such stockholder approval is required by any federal or state law or regulation or the rules of any securities exchange or automated quotation system on which the shares of Stock may then be listed or quoted, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments or modifications to stockholders for approval.
|
8.2
|
Limitation on Right to Amend or Terminate.
Any such amendment, modification, suspension or termination will not result in the forfeiture of (1) subject to Section 3.8(d), any funds contributed but not yet invested in the Participant’s Account, (2) any shares (or fractional interests) of Stock purchased on behalf of the Participant under the Plan, or (3) subject to Section 3.8(d), any dividends or other distributions in respect of such shares that are declared subsequent to a Participant’s Contribution but prior to the effective date of the amendment, modification, suspension or termination of the Plan.
|
9.1
|
Successors.
All obligations of the Company under the Plan with respect to Contributions made hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.
|
9.2
|
Severability.
If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.
|
9.3
|
Requirements of Law.
The granting of awards, the making of Contributions, and the delivery of shares of Stock under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any provision of the Plan, Participants shall not be entitled to receive benefits under the Plan, and the Company (and any Affiliate) shall not be obligated to deliver any shares of Stock or deliver benefits to a Participant, if such delivery would constitute a violation by the Participant or the Company or any of its Affiliates of any applicable law or regulation.
|
9.4
|
Securities Law Compliance.
|
(a)
|
If the Committee deems it necessary to comply with any applicable securities law or the requirements of any securities exchange upon which shares of Stock may be listed, the Committee may impose any restriction on Contributions, shares of Stock acquired pursuant to Contributions or purchases of shares of Stock under the Plan as it may deem advisable. Shares of Stock credited to the Account of a Participant, delivered to a Participant in certificated form or registered to a Participant in the Direct Registration System that may not be reoffered and resold by such Participant under applicable securities laws except pursuant to an effective registration statement covering or with respect to, or a qualification of, such shares of Stock or of such reoffer and resale of such shares of Stock or in accordance with another compliance procedure permitting a public reoffer and resale of such shares of Stock, in each case, in accordance with applicable securities laws, shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under applicable securities laws and the listing requirements and rules for listed companies of any securities exchange upon which shares of Stock are then listed and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions and, if so requested by the Company, such Participant shall make a written representation to the Company that he or she will not reoffer or resell any shares of Stock held by him or her except in compliance with all applicable requirements for the registration or qualification of such shares of Stock or of such reoffer and resale of such shares of Stock or in accordance with such other compliance procedure permitting the public reoffer and resale of such shares of Stock unless he or she shall have furnished to the Company an opinion of an experienced securities attorney licensed in the jurisdiction whose securities laws govern such reoffer and resale that such registration, qualification or other compliance actions regarding such reoffer and resale are not required for such reoffer and resale of such shares of Stock to be effected in compliance with the applicable securities laws, which opinion shall be in form and substance satisfactory to the Company in its sole discretion.
|
(b)
|
If the Committee determines that the nonforfeitability of, or delivery of benefits pursuant to, any Contribution or any purchase of shares of Stock, either from the Company or in an open market purchase over a national securities exchange, would result in a violation of any provision of any applicable securities laws or the listing requirements or rules for listed companies of any securities exchange on which the Stock is listed for trading, then the Committee may postpone any such nonforfeitability or delivery, as applicable, and may suspend the purchase of shares of Stock under the Plan, but the Company shall use all reasonable efforts to cause such nonforfeitability or delivery to comply with all such provisions at the earliest practicable date and to permit the Account Administrator to make purchases of shares of Stock in accordance with the Plan at the earliest practicable date; provided that the Company may, in its sole discretion, suspend the participation in the Plan of any Participant or any or all Participants to the extent necessary for the Company to comply or remain in compliance with the securities laws of any jurisdiction, including the United States, and may suspend purchases of shares of Stock that would be deemed to be the offer and sale of shares of Stock by the Company in a transaction that is not registered pursuant to, or exempt from registration under, Section 5 of the Securities Act of 1933, as amended, or is not qualified or otherwise permitted to be made under the securities laws of any jurisdiction outside of the United States, for such period as the Company deems appropriate in order for the Company to file a registration statement with the U.S. Securities and Exchange Commission with respect to the offer and sale of shares of Stock under the Plan and to have such registration statement declared effective by the U.S. Securities and Exchange Commission and to effect all necessary qualifications and to comply with any other compliance procedures required to be adhered to in order for such purchases of such shares of Stock on behalf of Participants to comply with all applicable securities laws, rules, and regulations.
|
9.5
|
No Rights as a Stockholder.
No Participant shall have any rights as a stockholder of the Company with respect to the shares of Stock which may be deliverable to the Participant’s Account in connection with a Contribution (other than a Voluntary Contribution of previously-owned shares of Stock) under the Plan until such shares of Stock have been credited to his or her Account or have been delivered to him or her.
|
9.6
|
Nature of Payments.
Matching Contributions and Award Contributions shall be special incentive payments to the Participant and shall not be taken into account in computing the amount of salary or compensation of the Participant for purposes of determining any pension, retirement, death or other benefit under (a) any pension, retirement, profit-sharing, bonus, insurance or other employee benefit plan of the Company or any Affiliate, except as such plan shall otherwise expressly provide, or (b) any agreement between (i) the Company or any Affiliate and (ii) the Participant, except as such agreement shall otherwise expressly provide.
|
9.7
|
Non-Exclusivity of the Plan.
Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for Associates as it may deem desirable.
|
9.8
|
Military Service.
The Plan shall be administered in accordance with Section 414(u) of the Internal Revenue Code and the Uniformed Services Employment and Reemployment Rights Act of 1994.
|
9.9
|
Construction.
The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not necessarily exclusive, and (b) words in the singular include the plural, words in the plural include the singular, and words in the neuter gender include the masculine and feminine genders and words in the masculine or feminine gender include the other neuter genders.
|
9.10
|
Headings.
The headings of articles and sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.
|
9.11
|
Stockholder Approval.
All Contributions made on or after the effective date of the amended and restated Plan and prior to the date the Company’s stockholders approve the amended and restated Plan are expressly conditioned upon and subject to approval of the amended and restated Plan by the Company’s stockholders.
|
9.12
|
Taxes.
All Payroll Deduction Contributions, Matching Contributions and Award Contributions are subject to withholding for applicable federal, state and local income taxes and will be reported as wage income by the Company. When a Participant authorizes a Payroll Deduction of a specific amount, more than that amount will actually be withheld from his or her compensation to cover the withholding taxes due on the Payroll Deduction Contribution and Matching Contribution. Unless set forth otherwise by applicable law, rule, or regulation, the distribution of shares of Stock from a Participant’s Account to a Participant, or cash in lieu of fractional shares, will not be a taxable event.
|
9.13
|
Company-Associate Relationships.
Nothing contained in this Plan shall in any way affect the rights of the Company (including any of its Affiliates) in its relationship with any Associate or affect the Company’s (including any of its Affiliates’) right to discharge any Associate or increase or reduce any Associate’s compensation.
|
9.14
|
Governing Law.
This Plan shall be governed by and construed in accordance with the laws of the State of Delaware, except to the extent it is governed by the federal securities laws or the choice of laws provision contained in the Company’s agreement with the Account Administrator.
|
(a)
|
to establish rules, procedures, and forms governing the Plan;
|
(b)
|
to interpret and apply the provisions of the Plan and any Plan Award;
|
(c)
|
to recommend amendments of the Plan to the Board;
|
(d)
|
to determine those individuals who will be Recipients and what Plan Awards will be made to them;
|
(e)
|
to set the terms and conditions of any Plan Award and to determine and certify whether, and the extent to which, any such terms and conditions have been satisfied;
|
(f)
|
to determine the Fair Market Value of the Shares for any purpose;
|
(g)
|
to amend the terms of any Plan Award without the consent of the Recipient or any other person or to waive any conditions or obligations of a Recipient under or with respect to any Plan Award; provided that no amendment that, in the judgment of the Committee would materially adversely affect the Recipient shall be made without the Recipient’s consent; provided further that no amendment that changes the timing of taxation of the Plan Award shall be deemed to materially adversely affect the Recipient;
|
(h)
|
to make such adjustments or modifications to Plan Awards to Recipients who are working outside the United States as are advisable to fulfill the purposes of the Plan or to comply with applicable local law and to establish, amend and terminate sub-plans for individuals outside the United States with such provisions as are consistent with the Plan as may be suitable in other jurisdictions to the extent permitted under local law;
|
(i)
|
to correct any defect or supply any omission; and
|
(j)
|
take any other action it deems necessary or advisable.
|
(a)
|
If a Recipient has the right to the delivery of any Shares pursuant to any Plan Award, Walmart shall issue or cause to be issued a stock certificate or a book-entry crediting Shares to the Recipient’s account promptly upon the exercise of the Plan Award or the right arising under the Plan Award.
|
(b)
|
A Recipient’s right to Open Market Shares pursuant to settlement of a Plan Award of Restricted Stock Units or Performance Units shall not be satisfied by Walmart’s delivery of Shares but rather Walmart or an Affiliate shall purchase the Shares on the open market on behalf of the Recipient by forwarding cash to an independent broker who will in turn purchase the Shares on the open market on behalf of the Recipient.
|
(a)
|
To the extent awards to Covered Employees are intended to be Qualified Performance Based Awards, the material terms of the Performance Goals under which awards are paid (and any material changes in material terms) shall be disclosed to and approved by Walmart’s stockholders in a separate vote. Material terms include the eligible Recipients specified in Section 5.1, the Performance Measures pursuant to which the Performance Goals are set, and the maximum amount of compensation that could be paid to any Covered Employee or the formula used to calculate the amount of compensation to be paid to the Covered Employee if the Performance Goal is attained.
|
(b)
|
Performance Measures must be disclosed to and reapproved by the stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders previously approved the Performance Measures. If applicable laws change to permit Committee discretion to alter the governing Performance Measures without conditioning deductibility on obtaining stockholder approval (or reapproval) of any changes, the Committee shall have sole discretion to make changes without obtaining
|
(c)
|
Whenever the Committee determines that it is advisable to grant or pay awards that do not qualify as Qualified Performance Based Awards, the Committee may make grants or payments without satisfying the requirements of Code Section 162(m).
|
(d)
|
The Committee may, but shall not be required to, establish rules and procedures providing for the automatic deferral of Shares or other Plan payouts of Recipients who are Covered Employees as necessary to avoid a loss of deduction under Code Section 162(m)(1).
|
(a)
|
Notwithstanding anything to the contrary contained in the Plan, in the event the Committee or its delegate (which expressly may include any officer of Walmart or a non-Associate third party (such as counsel to Walmart)) determines that a Recipient has engaged in Gross Misconduct, then the Recipient shall forfeit all Plan Awards then outstanding, and the Recipient shall repay to Walmart any payments received from Walmart with respect to any Plan Awards subsequent to the date which is twenty-four (24) months prior to the date of the behavior serving as the basis for the finding of Gross Misconduct. Any amount to be repaid by a Recipient pursuant to this Section 11.5 shall be held by the Recipient in constructive trust for the benefit of Walmart and shall be paid by the Recipient to Walmart with interest at the prime rate (as published in
The Wall Street Journal
) as of the date the Committee or its delegate determines the Recipient engaged in Gross Misconduct. The amount to be repaid pursuant to this Section 11.5 shall be determined on a gross basis, without reduction for any taxes incurred, as of the date of payment to the Recipient, and without regard to any subsequent change in the Fair Market Value of a Share.
|
(b)
|
If the Committee determines at any time that the Recipient of a Plan Award, prior to or within one year after the date of settlement of such Plan Award, (A) engaged in any act the Committee deems inimical to the best interest of Walmart or an Affiliate, (B) breached any restrictive covenant or confidentiality requirement to which the Recipient was subject; or (C) otherwise failed to comply with applicable policies of Walmart or an Affiliate at all times prior to the settlement of the Plan Award, the Recipient shall be obligated, upon demand, to return the amount paid or distributed in settlement of such Plan Award to Walmart. In addition, all Plan Awards, whether or not previously settled, and whether or not previously deferred, shall be subject to Walmart’s policies, including
|
(a)
|
give a Recipient any rights except as expressly set forth in the Plan or in the Plan Award and except as a stockholder of Walmart as set forth herein as to the Restricted Stock only;
|
(b)
|
as to Shares deliverable on the exercise of Options or Stock Appreciation Rights, or in settlement of Performance Units or Restricted Stock Units, until the delivery (as evidenced by the appropriate entry on the books of Walmart of a duly authorized transfer agent of Walmart) of such Shares, give the Recipient the right to vote, or receive dividends on, or exercise any other rights as a stockholder with respect to such Shares, notwithstanding the exercise (in the case of Options or Stock Appreciation Rights) of the related Plan Award;
|
(c)
|
be considered a contract of employment or give the Recipient any right to continued employment, or to hold any position, with Walmart or any Affiliate;
|
(d)
|
create any fiduciary or other obligation of Walmart or any Affiliate to take any action or provide to the Recipient any assistance or dedicate or permit the use of any assets of Walmart or any Affiliate that would permit the Recipient to be able to attain any performance criteria stated in the Recipient’s Plan Award;
|
(e)
|
create any trust, fiduciary or other duty or obligation of Walmart or any Affiliate to engage in any particular business, continue to engage in any particular business, engage in any particular business practices or sell any particular product or products;
|
(f)
|
create any obligation of Walmart or any Affiliate that shall be greater than the obligations of Walmart or that Affiliate to any general unsecured creditor of Walmart or the Affiliate; or
|
(g)
|
give a Recipient any right to receive any additional Plan Award of any type.
|
|
|
|
|
PAGE
|
|
|
ARTICLE I - GENERAL
|
1
|
|
||||
1.1
|
|
|
Purpose
|
1
|
|
|
1.2
|
|
|
Effective Date
|
1
|
|
|
1.3
|
|
|
Nature of Plan
|
1
|
|
|
|
|
|
|
|
||
ARTICLE II - DEFINITIONS
|
1
|
|
||||
2.1
|
|
|
Definitions
|
1
|
|
|
|
|
|
|
|||
ARTICLE III - PARTICIPATION
|
3
|
|
||||
3.1
|
|
|
Eligibility
|
3
|
|
|
3.2
|
|
|
Participation
|
4
|
|
|
|
|
|
|
|
||
ARTICLE IV - PLAN ACCOUNTS AND CREDITS
|
4
|
|
||||
4.1
|
|
|
Nature of Plan Accounts
|
4
|
|
|
4.2
|
|
|
Contribution Credits
|
5
|
|
|
4.3
|
|
|
Income or Loss Adjustment on Plan Accounts
|
5
|
|
|
|
|
|
|
|
||
ARTICLE V - PAYMENT OF PLAN BENEFITS
|
6
|
|
||||
5.1
|
|
|
Benefits in the Event of Retirement, Disability or Death
|
6
|
|
|
5.2
|
|
|
Benefits Due to Separation from Service
|
7
|
|
|
5.3
|
|
|
Beneficiary Designations
|
8
|
|
|
5.4
|
|
|
In-Service Withdrawals
|
8
|
|
|
|
|
|
|
|
||
ARTICLE VI - GROSS MISCONDUCT -- REDUCTION IN PLAN BENEFITS
|
8
|
|
||||
6.1
|
|
|
Impact of Gross Misconduct
|
8
|
|
|
|
|
|
|
|
||
ARTICLE VII - ADMINISTRATION
|
9
|
|
||||
7.1
|
|
|
Administration
|
9
|
|
|
7.2
|
|
|
Allocation and Delegation of Duties
|
9
|
|
|
|
|
|
|
|
||
ARTICLE VIII - CLAIMS AND APPEAL PROCEDURES
|
10
|
|
||||
8.1
|
|
|
General
|
10
|
|
|
8.2
|
|
|
Appeals Procedure
|
11
|
|
|
|
|
|
|
|
||
ARTILE IX - MISCELLANEOUS PROVISIONS
|
11
|
|
||||
9.1
|
|
|
Amendment, Suspension or Termination of Plan
|
11
|
|
|
9.2
|
|
|
Non-Alienability
|
12
|
|
|
9.3
|
|
|
No Employment Rights
|
12
|
|
|
9.4
|
|
|
Withholding and Employment Taxes
|
12
|
|
|
9.5
|
|
|
Income and Excise Taxes
|
12
|
|
|
9.6
|
|
|
Successors and Assigns
|
12
|
|
|
9.7
|
|
|
Governing Law
|
12
|
|
|
9.8
|
|
|
Recovery of Overpayments
|
12
|
|
1.1
|
Purpose.
|
1.2
|
Effective Date.
|
1.3
|
Nature of Plan.
|
2.1
|
Definitions.
|
(a)
|
Account
means the bookkeeping account established by the Committee to reflect a Participant’s contribution credits pursuant to Section 4.2, if any, and credited earnings thereon in accordance with Section 4.3.
|
(b)
|
Beneficiary
means a person to whom all or a portion of a deceased Participant’s Account is payable, as determined in Section 5.3.
|
(c)
|
Code
means the Internal Revenue Code of 1986, as amended.
|
(d)
|
Committee
means the Compensation, Nominating and Governance Committee of the Board of Directors of Walmart, or any successor committee of the Board of Directors granted responsibility and authority for recommending associate compensation.
|
(e)
|
Disability
means, as determined by the Committee or its delegate, the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
|
(f)
|
Employer
means Walmart and all persons with whom Walmart would be considered a single employer under Code Sections 414(b) and 414(c), except that in applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treas. Regs. Sec. 1.414(c)-2 for purposes of determining a controlled group of trades or businesses under Code Section 414(c), the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Treas. Regs. Sec. 1.414(c)-2.
|
(g)
|
ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time to time.
|
(h)
|
401(k) Plan
means, collectively, the Walmart 401(k) Plan and the Walmart Puerto Rico 401(k) Plan.
|
(i)
|
A Participant is deemed to have engaged in
Gross Misconduct
if the Committee or its delegate determines that the Participant has engaged in conduct detrimental to the best interests of Walmart or any Employer or any entity in which Walmart has an ownership interest. Examples of such conduct include, without limitation, disclosure of confidential information in violation of Walmart’s Statement of Ethics, theft, the commission of a felony or a crime involving moral turpitude, gross misconduct or similar serious offenses.
|
(j)
|
Normal Retirement Age
shall mean age sixty-five (65).
|
(k)
|
Participant
means any eligible individual who becomes a participant of the Plan in accordance with Section 3.2. An individual remains a Participant until the Participant’s Account has been fully distributed.
|
(l)
|
Pay Date
means the last day of the calendar month in which falls the date that is six (6) months after a Participant’s Separation from Service.
|
(m)
|
Plan
means the Walmart Inc. Supplemental Executive Retirement Plan, as herein set forth, and as may be amended from time to time.
|
(n)
|
PR Code
means the Internal Revenue Code of Puerto Rico, as amended from time to time.
|
(o)
|
Retirement
means Separation from Service after the Participant attains Normal Retirement Age.
|
(p)
|
Separation from Service
means the Participant has a termination of employment with the Employer. Whether a termination of employment has occurred shall be determined based on whether the facts and circumstances indicate the Participant and Employer reasonably anticipate that no further services will be performed by the Participant for the Employer; provided, however, that a Participant shall be deemed to have a termination of employment if the level of services he or she would perform for the Employer after a certain date permanently decreases to no more than twenty percent (20%) of the average level of bona fide services performed for the Employer (whether as an employee or independent contractor) over the immediately preceding thirty-six (36)-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer for less than thirty-six (36) months). For this purpose, a Participant is not treated as having a Separation from Service while he or she is on a military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six (6) months, or if longer, so long as the Participant has a right to reemployment with the Employer under an applicable statute or by contract.
|
(q)
|
Valuation Date
means the last day of each Plan Year quarter and, solely for purposes of valuing a Participant’s Account under Article V, the date specified therein as a Valuation Date. Valuation Date shall also include such other dates as the Committee may designate from time to time.
|
(r)
|
Vested Percentage
means the percentage determined as of the Participant’s Separation from Service in accordance with the schedule then effective with respect to Profit Sharing Contributions under the Walmart 401(k) Plan or the Walmart Puerto Rico 401(k) Plan, as applicable, and based on the Participant’s Years of Service with the Employer (as defined herein) as of such date. For this purpose, a Participant’s Vested Percentage shall be one hundred percent (100%) upon his or her Normal Retirement Age, Disability or death if he or she is employed by Walmart or an Employer upon the occurrence of such event.
|
(s)
|
Walmart
means Walmart Inc.
|
3.1
|
Eligibility.
|
(a)
|
401(k) Plan participants whose allocation of Profit Sharing Contributions to their Profit Sharing Contribution Account in the 401(k) Plan, had Walmart made such contributions for such Plan Year, would have been limited due to the application of Code Section 415 and/or Code Section 401(a)(17), or any like provision of the PR Code; and/or
|
(b)
|
401(k) Plan participants who have elected to defer salary and/or bonuses under the. Officer Deferred Compensation Plan or successor plan (and expressly excluding any 401(k) Plan participant who has been credited with incentive payments under the Walmart Inc. Officer Deferred Compensation Plan or successor plan, but who have not made a voluntary election to defer salary or bonuses under such Plan).
|
3.2
|
Participation.
|
(a)
|
January 31, 1990; or
|
(b)
|
January 31 of the Plan Year in which the individual satisfies the requirements of Section 3.1;
|
4.1
|
Nature of Plan Accounts.
|
4.2
|
Contribution Credits.
|
(a)
|
For the Plan Year ending January 31, 2012, Walmart shall credit as of the last day of such Plan Year to each Participant’s Account:
|
(1)
|
the amount of Profit Sharing Contributions which would have been (but were not) allocated to such Participant’s Profit Sharing Contribution Account in the 401(k) Plan for such Plan Year had such contributions not been limited by application of Code Section 415 and/or Code Section 401(a)(17), or like Sections (if any) of the PR Code, calculated as if Walmart had made a four percent (4%) Profit Sharing Contribution to the 401(k) Plan for such Plan Year;
|
(2)
|
with respect to Participants who during the Plan Year elected to defer salary and/or bonuses under the Walmart Inc. Officer Deferred Compensation Plan or successor plan, the amount of Profit Sharing Contributions which would have been (but were not) allocated to such Participant’s Profit Sharing Contribution Account in the 401(k) Plan for the Plan Year but for such Participant’s deferral election in the Walmart Inc. Officer Deferred Compensation Plan or successor plan, calculated as if Walmart had made a four percent (4%) Profit Sharing Contribution to the 401(k) Plan for such Plan Year; and
|
(3)
|
an amount determined in the sole discretion of the Committee, which may differ among Participants or categories of Participants designated by the Committee.
|
(b)
|
For the Plan Year ending January 31, 2013, Walmart shall credit as of the last day of such Plan Year to the Account of each Participant who receives a bonus under the Walmart Inc. Management Incentive Plan for the fiscal year ending January 31, 2013 and who would have been entitled to receive a Profit Sharing Contribution in the 401(k) Plan for such year had one been made, an amount equal to four percent (4%) of such bonus to the extent such bonus when added to the Participant’s Compensation for such Plan Year exceeds the Code Section 401(a)(17) or like Section (if any) of the PR Code.
|
(c)
|
No contribution credits shall be made to any Participant’s Account under this Section 4.2 with respect to any Plan Year beginning on or after February 1, 2013.
|
4.3
|
Income or Loss Adjustment on Plan Accounts.
|
(a)
|
for the Plan Year ending on January 31, 2012, based on the overall rate of return on the Participant’s accounts in the 401(k) Plan since the preceding Valuation Date or, if the Participant did not have any accounts in the 401(k) Plan for any portion of the period since the preceding Valuation Date, based on the rate of return of the default investment option as in effect under the 401(k) Plan since the preceding Valuation Date; and
|
(b)
|
for Plan Years beginning on or after February 1, 2012, by the equivalent of the yield on United States Treasury securities (not indexed for inflation) with a constant maturity of ten (10) years, as of the the first Business Day of January preceding such Plan Year, plus two-hundred seventy (270) basis points. This rate shall be determined on the basis of Federal Reserve Statistical Release H-15 (or any successor statistical release of the Federal Reserve) and, if there is no such statistical release, on the basis of such other generally recognized source of information concerning the market for United States Treasury securities as the Committee selects.
|
5.1
|
Benefits in the Event of Retirement, Disability or Death.
|
(a)
|
Upon a Participant’s Separation from Service due to Retirement or Disability, the Participant’s Account shall be distributed to the Participant in a lump sum cash payment during the ninety (90)-day period commencing on the Participant’s Pay Date. The lump sum amount distributed shall equal:
|
(1)
|
if the Participant’s Separation from Service occurs on or before January 31, 2012, the sum of:
|
(i)
|
the value of the Participant’s Account as of the Participant’s Separation from Service, valued in accordance with Section 4.3, but using such date as the last Valuation Date, and
|
(ii)
|
interest on the amount determined in subsection (i) above at the mid-term applicable federal rate (defined pursuant to Code Section 1274(d) for January 1 of the calendar year, compounded annually) during the period from the Participant’s Separation from Service through the date of distribution; or
|
(2)
|
if the Participant’s Separation from Service occurs on or after February 1, 2012, the value of the Participant’s Account through the date of distribution, valued in accordance with Section 4.3, but using such date as the last Valuation Date.
|
(b)
|
Upon a Participant’s death (whether before or after the Participant’s Separation from Service), the Participant’s Account shall be distributed to the Participant’s Beneficiary in a lump sum cash payment during the ninety (90)-day period following the last day of the calendar month in which such death occurs.
|
(1)
|
If the Participant’s death occurs prior to his or her Separation from Service, the lump sum amount distributed shall be:
|
(i)
|
if the Participant’s death occurs on or before January 31, 2012, the sum of: (i) the value of the Participant’s Account as of the date of the Participant’s death, valued in accordance with Section 4.3, but using the date of the Participant’s death as the last Valuation Date, and (2) interest on the amount determined in (1) above at the mid-term applicable federal rate (defined pursuant to Code Section 1274(d) for January 1 of the calendar year, compounded annually) during the period from the Participant’s death through the date of distribution.
|
(ii)
|
if the Participant’s death occurs on or after February 1, 2012, the lump sum amount distributed shall be the value of the Participant’s Account through the date of distribution, valued in accordance with Section 4.3, but using such date as the last Valuation Date.
|
(2)
|
If the Participant’s death occurs after his or her Separation from Service, the lump sum amount distributed shall be:
|
(i)
|
if the Participant’s Separation from Service occurs on or before January 31, 2012, the sum of: (i) the value of the Participant’s Account as of the Participant’s death, valued in accordance with Section 5.1(a) or 5.2, as applicable, but using such date as the last Valuation Date, and (ii) interest on the amount determined in (i) above at the mid-term applicable federal rate (defined pursuant to Code Section 1274(d) for January 1 of the calendar year, compounded annually) during the period from the date of the Participant’s death through the date of distribution.
|
(ii)
|
if the Participant’s Separation from Service occurs on or after February 1, 2012, the value of the Participant’s Account as of the date of distribution, valued in accordance with Section 4.3, but using such date as the last Valuation Date.
|
5.2
|
Benefits Due to Separation from Service.
|
(a)
|
if the Participant’s Separation from Service occurs on or before January 31, 2012, the sum of:
|
(1)
|
the value of the Participant’s Account as of the Participant’s Separation from Service, valued in accordance with Section 4.3, but using such date
|
(2)
|
interest on the amount determined in subsection (1) above at the mid-term applicable federal rate (defined pursuant to Code Section 1274(d) for January 1 of the calendar year, compounded annually) during the period from the Participant’s Separation from Service through the date of distribution; or
|
(b)
|
if the Participant’s Separation from Service occurs on or after February 1, 2012, the value of the Participant’s Account through the date of distribution, valued in accordance with Section 4.3, but using such date as the last Valuation Date, multiplied by the Participant’s Vested Percentage.
|
5.3
|
Beneficiary Designations.
|
5.4
|
In-Service Withdrawals.
|
6.1
|
Impact of Gross Misconduct.
|
7.1
|
Administration.
|
(a)
|
The Committee shall have the exclusive duty, authority and discretion to interpret and construe the provisions of the Plan, to determine eligibility for and the amount (including the vested percentage) of any benefit payable under the Plan, and to decide any dispute which may rise regarding the rights of Participants (or their Beneficiaries) under this Plan;
|
(b)
|
The Committee shall have the sole and complete authority to adopt, alter, and repeal such administrative rules, regulations, and practices governing the operation of the Plan as it shall from time to time deem advisable;
|
(c)
|
The Committee may appoint a person or persons to assist the Committee in the day-to-day administration of the Plan;
|
(d)
|
The decision of the Committee in matters pertaining to this Plan shall be final, binding, and conclusive upon Walmart and any Employer, and the Participant, such Participant’s Beneficiary, and upon any person affected by such decision, subject to the claims procedure set forth in Article VIII; and
|
(e)
|
In any matter relating solely to a Committee member’s individual rights or benefits under this Plan, such Committee member shall not participate in any Committee proceeding pertaining to, or vote on, such matter.
|
7.2
|
Allocation and Delegation of Duties.
|
(a)
|
The Committee shall have the authority to allocate, from time to time, by instrument in writing filed in its records, all or any part of its respective responsibilities under the Plan to one or more of its members as may be deemed advisable, and in the same manner to revoke such allocation of responsibilities. In the exercise of such allocated responsibilities, any action of the member to whom responsibilities are allocated shall have the same force and effect for all
|
(b)
|
The Committee shall have the authority to delegate, from time to time, by written instrument filed in its records, all or any part of its responsibilities under the Plan to such person or persons as the Committee may deem advisable (and may authorize such person to delegate such responsibilities to such other person or persons as the Committee shall authorize) and in the same manner to revoke any such delegation of responsibility. Any action of the delegate in the exercise of such delegated responsibilities shall have the same force and effect for all purposes hereunder as if such action had been taken by the Committee. The Committee shall not be liable for any acts or omissions of any such delegate. The delegate shall periodically report to the Committee concerning the discharge of the delegated responsibilities.
|
8.1
|
General.
|
(a)
|
the specific reason or reasons for the denial;
|
(b)
|
specific reference to the pertinent Plan provision upon which the denial is based;
|
(c)
|
a description of any additional material or information necessary for the claimant to perfect the claim; and
|
(d)
|
an explanation of the Plan’s appeals procedure.
|
8.2
|
Appeals Procedure.
|
(a)
|
may request a review by written application to the Committee not later than sixty (60) days (or one-hundred eighty (180) days in the case of a claim involving a Disability determination) after receipt by the claimant of the written notification of denial of a claim;
|
(b)
|
may review pertinent documents; and
|
(c)
|
may submit issues and comments in writing.
|
9.1
|
Amendment, Suspension or Termination of Plan.
|
9.2
|
Non-Alienability.
|
9.3
|
No Employment Rights.
|
9.4
|
Withholding and Employment Taxes.
|
9.5
|
Income and Excise Taxes.
|
9.6
|
Successors and Assigns.
|
9.7
|
Governing Law.
|
9.8
|
Recovery of Overpayments.
|
|
|
|
|
PAGE
|
|
|
|
|
|
|
|
ARTICLE I GENERAL
|
1
|
|
|||
1.1
Purpose and History of Plan.
|
1
|
|
|||
1.2
Background; Effective Dates
|
1
|
|
|||
1.3
Nature of Accounts.
|
2
|
|
|||
|
|
|
|
|
|
ARTICLE II DEFINITIONS
|
2
|
|
|||
2.1
Definitions.
|
2
|
|
|||
|
|
|
|
|
|
ARTICLE III DEFERRAL ELECTIONS
|
5
|
|
|||
3.1
Deferral Election.
|
5
|
|
|||
|
|
|
|
|
|
ARTICLE IV DEFERRAL ACCOUNTS
|
6
|
|
|||
4.1
Share Deferral Accounts.
|
6
|
|
|||
4.2
Cash Deferral Accounts.
|
6
|
|
|||
4.3
Interest on Cash Deferral Accounts.
|
7
|
|
|||
|
|
|
|
|
|
ARTICLE V PAYMENT OF DEFERRED FEES
|
7
|
|
|||
5.1
Form of Payment.
|
7
|
|
|||
5.2
Timing of Payment.
|
8
|
|
|||
5.3
Amount of Lump Sum Payments.
|
8
|
|
|||
5.4
Amount of Installment Payments.
|
9
|
|
|||
5.5
Distribution Upon Death.
|
9
|
|
|||
5.6
Gross Misconduct.
|
9
|
|
|||
|
|
|
|
|
|
ARTICLE VI ADMINISTRATION
|
10
|
|
|||
6.1
Administration.
|
10
|
|
|||
|
|
|
|
|
|
ARTICLE VII
|
11
|
|
|||
7.1
General.
|
11
|
|
|||
7.2
Appeals Procedure.
|
11
|
|
|||
7.3
Calculation of Days.
|
12
|
|
|||
|
|
|
|
|
|
ARTICLE VIII MISCELLANEOUS PROVISIONS
|
12
|
|
|||
8.1
Amendment or Termination of Plan.
|
12
|
|
|||
8.2
Non-Alienability.
|
12
|
|
|||
8.3
Withholding for Taxes.
|
12
|
|
|||
8.4
Income and Excise Taxes.
|
12
|
|
|||
8.5
Successors and Assigns.
|
13
|
|
|||
8.6
Governing Law.
|
13
|
|
(a)
|
This Plan was initially adopted on March 7, 1991 and ratified by the stockholders of Walmart on June 5, 1992. The Plan was subsequently amended and restated effective January 1, 1997 and approved by stockholders at Walmart’s 1997 Annual Shareholders’ Meeting. The Plan was most recently amended and restated as of January 1, 2009. Walmart reserved and authorized for issuance pursuant to the terms and conditions of the Plan 1,000,000 shares of Common Stock (which number shall be proportionately adjusted to reflect any stock split, reverse stock split, merger, reorganization, spin-off or other similar transaction).
|
(b)
|
At its meeting on March 3, 2010, the Committee approved the amendment of this Plan to provide that no further Fees shall be paid or Shares awarded under this Plan on or after June 4, 2010. From and after that date, cash Fees will be paid to Directors as approved by the Board from time to time and Share grants to Directors will be awarded by the Board under the Stock Incentive Plan (subject to approval of an amendment to the Stock Incentive Plan by stockholders).
|
(c)
|
The Committee has authority pursuant to Section 7.8 of the Stock Incentive Plan to adopt procedures as it deems appropriate to allow Directors to defer their Fees (whether in cash or Shares) paid or awarded on or after June 4, 2010, in accordance with Code Section 409A. Pursuant to such authority, the Committee amended and restated this Plan to provide for deferral of Fees paid or awarded on or after June 4, 2010 and renamed the Plan the Wal-Mart Stores, Inc. Director Compensation Deferral Plan. This Plan was renamed the Walmart Inc. Director Compensation Deferral Plan effective February 1, 2018.
|
(d)
|
The terms of the Plan as stated herein (other than Appendix A) shall apply to all Fees deferred under the Plan on or after January 1, 2005 (whether paid or awarded pursuant to this Plan prior to June 4, 2010 or paid or awarded by the Board under the Stock Incentive Plan or otherwise on or after June 4, 2010). This Plan (other than Appendix A) shall be interpreted and applied at all times in accordance with Code Section 409A, and guidance issued thereunder.
|
(e)
|
Fees deferred under the Plan on or before December 31, 2004, and earnings thereon, shall continue to be governed at all times by the Plan as in effect on such date, which Plan is attached hereto as Appendix A. Appendix A shall not be materially modified (as that phrase is defined by Code Section 409A and guidance thereunder), formally or informally (including by interpretation), unless such modification expressly provides that it is intended to be a material modification within the meaning of Code Section 409A and guidance issued thereunder.
|
(f)
|
To the extent Shares are distributed pursuant to this Plan on or after June 4, 2010, such Shares shall be treated as being authorized from the plan under which they were awarded, that is, for Shares awarded prior to June 4, 2010, the Director Compensation Plan prior to this amendment and restatement, and for Shares awarded on or after June 4, 2010, the Stock Incentive Plan. In the event there are insufficient Shares under the Plan (including Appendix A), Shares from the Stock Incentive Plan shall be used to pay any benefits under the Plan to be paid in Shares.
|
(a)
|
Affiliate
means any corporation, company limited by shares, partnership, limited liability company, business trust, other entity, or other business association with whom Walmart would be considered a single employer under Code Sections 414(b) and 414(c), except that in applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treas. Regs. Sec. 1.414(c)-2 for purposes of determining a controlled group of trades or businesses under Code Section 414(c), the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Treas. Regs. Sec. 1.414(c)-2.
|
(b)
|
Board
means the Board of Directors of Walmart.
|
(c)
|
Business Day
means a day on which trading is conducted on the New York Stock Exchange.
|
(d)
|
Cash Deferral Account
means an account maintained in the Special Ledger for a Director to which cash equivalent amounts allocable to the Director under this Plan are credited.
|
(e)
|
Code
means the Internal Revenue Code of 1986, as amended from time to time. References to Code sections hereunder shall also include regulations and other guidance issued under such section.
|
(f)
|
Committee
means the Compensation, Nominating and Governance Committee of the Board, or any successor committee of the Board granted responsibility and authority for recommending director compensation.
|
(g)
|
Common Stock
means the common stock, $0.10 par value per share, of Walmart.
|
(h)
|
Fees
means the amount credited to the Special Ledger for a Director at any particular time
|
(i)
|
Director
means any director of Walmart who is not an employee of Walmart or an Affiliate at the time of service as a director.
|
(j)
|
Disability
means, as determined by the Committee, the Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
|
(k)
|
Distribution Date
means the last day of the month in which the Director’s Separation from Service occurs.
|
(l)
|
Fair Market Value
means, as of any date, the closing sales price for a Share: (1) on the New York Stock Exchange (or if no trading in Shares occurred on that date, on the last day on which Shares were traded) or (2) if the Shares are not listed for trading on the New York Stock Exchange, the value of a Share as determined in good faith by the Committee.
|
(m)
|
Fees
means the annual or quarterly retainer (including annual or quarterly retainers for service as the chairperson of a Board committee or as a member of a Board committee) and per-meeting fees that would, but for an election made under this Plan, be payable to a Director in Shares or in cash.
|
(o)
|
A Director is deemed to have engaged in
Gross Misconduct
if it is determined that the Director has engaged in conduct detrimental to the best interests of Walmart or any Affiliate. Examples of conduct detrimental to the best interests of Walmart or any Affiliate include, without limitation, violation of Walmart’s Statement of Ethics or other Walmart policy governing a Director’s behavior while serving as a Director or applicable period thereafter, or theft, the commission of a felony or a crime involving moral turpitude, gross misconduct or similar serious offenses while serving as a Director or otherwise performing services related to Walmart.
|
(p)
|
Interest Rate
means, for each Plan Year, the yield on United States Treasury securities (not indexed for inflation) with a constant maturity of ten (10) years, as of the first Business Day of January of such Plan Year, plus 270 basis points. The Interest Rate shall be determined on the basis of Federal Reserve Statistical Release H-15 (or any successor statistical release of the Federal Reserve) and, if there is no such statistical release, on the basis of such other generally recognized source of information concerning the market for United States Treasury securities as the Committee selects.
|
(q)
|
Plan
means the Walmart Inc. Director Compensation Deferral Plan (formerly the Wal-Mart Stores, Inc. Director Compensation Deferral Plan and the Wal-Mart Stores, Inc. Director Compensation Plan), as set forth herein, and as may hereafter be amended from time to time.
|
(r)
|
Plan Year
means the twelve (12)-month period beginning on each January 1 and ending on each following December 31.
|
(s)
|
Separation from Service
means a Director ceases to be a director of Walmart or any Affiliate, unless immediately upon such cessation the Director enters into a relationship with Walmart or any Affiliate which would not be a Separation from Service under Code Section 409A, in which case a Separation from Service will be deemed to occur upon the cessation of such relationship as provided in Code Section 409A.
|
(t)
|
Share Deferral Account
shall mean the account maintained in the Special Ledger for a Director to which Units allocable to the Director under this Plan are credited.
|
(u)
|
Shares
means shares of the Common Stock.
|
(v)
|
Special Ledger
means a record established and maintained by Walmart in which Cash Deferral Accounts and Share Deferral Accounts, and all amounts credited thereto and transferred or paid therefrom, are noted.
|
(w)
|
Stock Incentive Plan
means the Walmart Inc. Stock Incentive Plan of 2015, as amended from time to time.
|
(x)
|
Unit
means a credit to a Share Deferral Account representing one Share.
|
(y)
|
Walmart
means Walmart Inc., a Delaware corporation.
|
(a)
|
For each Plan Year, each Director may elect to defer all or any portion of his or her Fees to be paid during the Plan Year. Fees that would have been paid in Shares but for the Director’s election hereunder shall be credited to the Director’s Share Deferral Account. Fees that would have been paid in cash but for the Director’s election hereunder shall be credited to the Director’s Share Deferral Account or Cash Deferral Account, as elected by the Director.
|
(b)
|
The Director’s election to defer Fees under this Plan (and the election as to which Account such Fees shall be credited, if applicable) must be made and filed in accordance with procedures established by the Committee no later than the December 31 preceding the Plan Year for which the election is to be effective. Notwithstanding the preceding, with respect to an individual who becomes a new Director during a Plan Year (either by election or appointment), the Director’s election must be made and filed:
|
(1)
|
with respect to Fees to be paid as an annual retainer, prior to the date the individual becomes a Director (either by election or appointment), and
|
(2)
|
with respect to per-meeting Fees or Fees to be paid on a quarterly basis, within thirty (30) days of the date the individual becomes a Director (either by election or appointment), but such election shall only apply, in the case of a-per-meeting Fees, with respect to meetings which occur after the date of such deferral election).
|
(A)
|
he or she was not eligible to participate in the Plan (or any other plan or arrangement required by Code Section 409A to be aggregated with the Plan) at any time during the twenty-four (24)-month period ending on the date he or she again becomes a Director, or
|
(B)
|
he or she was paid all amounts previously due under the Plan (and any other plan or arrangement required by Code Section 409A to
|
(c)
|
An election may not be revoked, changed or modified after the applicable filing deadline specified in subsection (b) above, including with respect to Fees paid after the individual ceases to be a Director (but the amount deferred from such former Director’s last Fees shall be reduced pro rata if the Director elected a whole dollar amount and the Fees are reduced, for example, due to the Director not completing the full period of service to which the Fees relate). An election for one Plan Year shall not automatically be given effect for a subsequent Plan Year, so that if deferral is desired for a subsequent Plan Year, a separate election must be made by the Director for such Plan Year. If no election is made for a Plan Year, the Director shall be deemed to have elected not to defer any of his or her Fees paid during such Plan Year.
|
(d)
|
For purposes of this Section 3.1, the date of a Director’s election is the date the executed election form is received by the Committee.
|
(a)
|
A Director may elect to receive payment of the Director’s Deferred Fees in a single lump sum distribution or in substantially equal annual installments over a period of up to ten (10) years. A Director’s form of payment election must be made in accordance with procedures established by the Committee at the time of such Director’s initial deferral election under Section 3.1 and shall apply to all of the Director’s Deferred Fees. In the event a Director does not make a timely form of payment election, the Director shall be deemed to have elected payment of all of his or her Deferred Fees in a single lump sum distribution.
|
(b)
|
A Director may change his or her form of payment election (or deemed payment election) at any time by making a new election (also referred to in this subsection as a “subsequent election”) on a form approved by and filed with the Committee; provided, however, that such subsequent election shall be subject to the following restrictions:
|
(1)
|
A subsequent election may not take effect until at least twelve (12) months after the date on which such subsequent election is made;
|
(2)
|
Payment of the Director’s Deferred Fees may not be made or commence earlier than five (5) years from the date such payment would have been made or commenced absent the subsequent election, unless the distribution is made on account of the Director’s Disability or death;
|
(3)
|
Payment of a Director’s Deferred Fees pursuant to a subsequent election must be completed by the last day of the Plan Year which contains the fifteenth (15
th
) anniversary of the Director’s Distribution Date; and
|
(4)
|
For purposes of this Section 5.1(b) and Code Section 409A, the entitlement to annual installment payments is treated as the entitlement to a single payment.
|
(a)
|
If payment of a Director’s Deferred Fees is to be made in a single lump sum payment, such payment shall be made within the 90-day period commencing on the Director’s Distribution Date.
|
(b)
|
If payment of a Director’s Deferred Fees is to be made in annual installments, the first such installment shall be made within the 90-day period commencing on the Director’s Distribution Date, and subsequent installment payments shall be made within the 90-day period commencing on each applicable anniversary of the Director’s Distribution Date.
|
(c)
|
Notwithstanding anything herein to the contrary, any payment to be made hereunder may be delayed by the Committee in the event the Committee reasonably anticipates that the making of such payment will violate federal securities laws or other applicable law. In such event, payment shall be made at the earliest date on which the Committee reasonably anticipates that the making of such payment will not cause such a violation.
|
(d)
|
In no event shall any payment due hereunder be accelerated earlier than, or delayed past, the date otherwise provided herein, except as permitted by Code Section 409A.
|
(a)
|
cash equal to the total cash equivalent amount credited to the Director’s Cash Deferral Account as of the last day of the month preceding distribution (including interest credited through such date as provided in Section 4.3); and
|
(b)
|
Shares equal to the number of whole Units credited to the Director’s Share Deferral Account as of the distribution, plus cash equal to the Fair Market Value of any fractional Share as of the distribution.
|
(a)
|
the Director’s Cash Deferral Account will be paid in equal annual installments in an amount which would fully amortize a loan equal to such Cash Deferral Account as of the last day of the month preceding distribution of the initial installment payment (including interest credited through such date as provided in Section 4.3) over the installment period, with interest calculated at the Interest Rate in effect for the Plan Year in which the Director’s Distribution Date occurs; and
|
(b)
|
a pro rata number of whole Shares credited to the Director’s Share Deferral Account as of the applicable distribution date will be paid in equal annual installments, with the Fair Market Value of any fractional Share paid in cash with each installment.
|
(a)
|
A Director may, by written or electronic instrument delivered to the Committee in the form prescribed by the Committee, designate primary and contingent beneficiaries to receive any benefit payments which may be payable under this Plan following the Director’s death, and may designate the proportions in which such beneficiaries are to receive such payments. Any such designation shall be applicable to both Deferred Fees under this Plan and under Appendix A. A Director may change such designation from time to time and the last designation filed with the Committee prior to the Director’s death shall control. In the event no beneficiaries are designated, or if all of the designated beneficiaries die before all of the Director’s Deferred Fees is distributed, the Deferred Fees (or balance thereof) shall be paid to the Director’s estate.
|
(b)
|
Any unpaid Deferred Fees upon a Director’s death shall be paid in a single lump sum distribution in the manner provided herein for payment in a single lump sum distribution to the Director within ninety (90) days of the Director’s death; provided, however, that in the event a Director’s death occurs after installment payments with respect to his or her Cash Deferral Account have commenced pursuant to Section 5.4, the remaining Cash Deferral Account will be credited with pro rata interest from the date of the installment payment immediately preceding the Director’s death through the lump sum distribution date at the Interest Rate applicable to the installment payout.
|
(a)
|
the Director shall repay to Walmart all Fees received by the Director under this Plan from and after the date which is twenty-four (24) months prior to the date of the behavior serving as the basis for the finding of Gross Misconduct;
|
(b)
|
the Director’s Deferred Fees shall be recalculated as if no amounts (including interest and dividend equivalents under Sections 4.1 and 4.3) were credited to the Director’s Deferred Fees from and after the date which is twenty-four (24) months prior to the date of the behavior serving as the basis for the finding of Gross Misconduct; and
|
(c)
|
if the Committee or its delegate determines, after payment of amounts hereunder, that the Director has engaged in Gross Misconduct during the prescribed period, the Director (or the Director’s beneficiary) shall repay to Walmart any amount in excess of that to which the Director is entitled under Section 5.6.
|
(a)
|
The Committee shall have the exclusive duty, authority and discretion to interpret and construe the provisions of the Plan, to determine eligibility for and the amount of any benefit payable under the Plan, and to decide any dispute which may rise regarding the rights of Directors (or their beneficiaries) under this Plan;
|
(b)
|
The Committee shall have the sole and complete authority to adopt, alter, and repeal such administrative rules, regulations, and practices governing the operation of the Plan as it shall from time to time deem advisable;
|
(c)
|
The Committee may appoint a person or persons to assist the Committee in the day-to-day administration of the Plan;
|
(d)
|
The decision of the Committee in matters pertaining to this Plan shall be final, binding, and conclusive upon Walmart, the Director, such Director’s beneficiary, and upon any person affected by such decision, subject to the claims procedure set forth in Article VII; and
|
(e)
|
In any matter relating solely to a Committee member’s individual rights or benefits under this Plan, such Committee member shall not participate in any Committee proceeding pertaining to, or vote on, such matter.
|
(a)
|
the specific reason or reasons for the denial;
|
(b)
|
specific reference to the pertinent Plan provision upon which the denial is based;
|
(c)
|
a description of any additional material or information necessary for the claimant to perfect the claim; and
|
(d)
|
an explanation of the Plan’s claim review procedure.
|
(a)
|
may request a review by written application to the Committee not later than sixty (60) days after receipt by the claimant of the written notification of denial of a claim;
|
(b)
|
may review pertinent documents; and
|
(c)
|
may submit issues and comments in writing.
|
Retainers deferred on or before December 31, 2004 are subject to the terms of the Plan as it existed as of such date, which Plan is set forth in this Appendix A. The terms of this Appendix A shall not be materially modified (as that phrase is defined by Code Section 409A and guidance thereunder), either formally or informally, unless such modification specifically provides that it is intended to be a material modification within the meaning of Code Section 409A and guidance thereunder.
|
|
PAGE
|
|
|||
|
|
||||
ARTICLE I.
GENERAL
|
1
|
|
|||
1.1
Purpose.
|
1
|
|
|||
1.2
Effective Date.
|
1
|
|
|||
1.3
Nature of Plan.
|
1
|
|
|||
|
|
||||
ARTICLE II.
DEFINITIONS
|
1
|
|
|||
2.1
Definitions.
|
1
|
|
|||
|
|
||||
ARTICLE III.
DEFERRAL CREDITS AND MATCHING CONTRIBUTION CREDITS AND
|
|||||
ACCOUNT ALLOCATIONS
|
6
|
|
|||
3.1
Deferred Compensation.
|
6
|
|
|||
3.2
Deferred MIP Bonuses.
|
8
|
|
|||
3.3
Deferred Special Bonuses.
|
9
|
|
|||
3.4
Employer Matching Contribution Credits.
|
10
|
|
|||
3.5
Account Allocation Elections
|
11
|
|
|||
3.6
Irrevocability of Deferral Elections and Account Allocation Elections.
|
12
|
|
|||
3.7
Automatic Suspension of Deferral Elections.
|
13
|
|
|||
|
|
||||
ARTICLE IV.
ACCOUNTS AND TIMING OF CREDITS TO ACCOUNTS
|
14
|
|
|||
4.1
Nature of Accounts.
|
14
|
|
|||
4.2
Deferral Credits and Employer Matching Contribution Credits.
|
14
|
|
|||
4.3
Valuation of Accounts.
|
14
|
|
|||
4.4
Credited Earnings.
|
14
|
|
|||
|
|
||||
ARTICLE V.
PAYMENT OF PLAN BENEFITS
|
15
|
|
|||
5.1
Scheduled In-Service Benefits.
|
15
|
|
|||
5.2
Separation Benefits.
|
15
|
|
|||
5.3
Death Benefits.
|
16
|
|
|||
5.4
Form of Distribution.
|
18
|
|
|||
5.5
Distributions for Unforeseeable Emergencies.
|
19
|
|
|||
5.6
Distributions for Payment of Taxes
|
20
|
|
|||
5.7
Reductions Arising from a Participant’s Gross Misconduct.
|
20
|
|
|||
|
|
||||
ARTICLE VI.
ADMINISTRATION
|
21
|
|
|||
6.1
General.
|
21
|
|
|||
6.2
Allocation and Delegation of Duties.
|
21
|
|
|||
|
|
||||
ARTICLE VII.
CLAIMS PROCEDURE
|
22
|
|
|||
7.1
General.
|
22
|
|
|||
7.2
Appeals Procedure.
|
23
|
|
|||
|
|
||||
ARTICLE VIII.
MISCELLANEOUS PROVISIONS
|
23
|
|
|||
8.1
Amendment, Suspension or Termination of Plan.
|
23
|
|
|||
8.2
Non-Alienability.
|
24
|
|
|||
8.3
Recovery of Overpayments.
|
24
|
|
|||
8.4
No Employment Rights.
|
25
|
|
|||
8.5
No Right to Bonus.
|
25
|
|
|||
8.6
Withholding and Employment Taxes.
|
25
|
|
|||
8.7
Income and Excise Taxes.
|
25
|
|
8.8
Successors and Assigns.
|
25
|
|
|||
8.9
Governing Law.
|
25
|
|
(a)
|
Account
means the bookkeeping account maintained under the Plan to reflect a Participant’s Deferral Credits, Matching Contribution Credits, and earnings credited in accordance with Section 4.4. A Participant’s “Account” shall consist of his or her Deferral Account, and his or her Matching Account. A Participant’s Deferral Account may be allocated among one or more Scheduled
|
(b)
|
Code
means the Internal Revenue Code of 1986, as amended from time to time.
|
(c)
|
Committee
means the Compensation and Management Development Committee of the Board of Directors of Walmart.
|
(d)
|
Compensation
means a Participant’s base compensation for a Plan Year with respect to services rendered for an Employer. Compensation includes, but is not limited to, short-term disability payments made by an Employer. Compensation does not include military differential payments.
|
(e)
|
Deferral Account
means the bookkeeping account maintained on behalf of a Participant to reflect his or her Deferral Credits.
|
(f)
|
Deferral Credit
means the amount of Deferred Compensation credited to a Participant’s Deferral Account in accordance with Section 3.1, the amount of Deferred MIP Bonus credited to a Participant’s Deferral Account in accordance with Section 3.2, and the amount of Deferred Special Bonus credited to a Participant’s Deferral Account in accordance with Section 3.3.
|
(g)
|
Deferred Compensation
means the Compensation deferred by a Participant in accordance with Section 3.1.
|
(h)
|
Deferred MIP Bonus
means the amount deferred by a Participant in accordance with Section 3.2 from bonuses payable to the Participant under the MIP.
|
(i)
|
Deferred Special Bonus
means the amount deferred by a Participant in accordance with Section 3.3 from a Special Bonus payable to the Participant.
|
(j)
|
Disabled
means the Participant has incurred a Separation from Service because the Participant, as determined by the Committee or its delegate, is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
|
(k)
|
Eligible Officer
means an individual who is a corporate officer of an Employer, and who holds the title of Vice President or above, Treasurer, Controller, or an officer title of similar rank or other position as determined by the Committee. In no event will any individual constitute an Eligible Officer if he or she is not subject to federal income tax withholding in the United States. Notwithstanding anything in the preceding provisions of this Section 2.1(k), Eligible Officer shall exclude any individual who, pursuant to Walmart’s Global Assignment Policy, is seconded to an Employer and, under the terms of his or her offer or
|
(l)
|
Eligible Participant
means with respect to a Plan Year an individual who either (1) is an Eligible Officer, (2) is an employee of an Employer and who as of the October 31 immediately preceding the Plan Year is in a Senior Director or Senior Director equivalent position in Position Pay Range X8 or X9 or a Market Manager position or Market Manager position equivalent in Position Pay Range 10F, or (3) is an employee of an Employer and who as of the October 31 immediately preceding the Plan Year has an annual rate of base compensation from the Employer that is equal to or greater than the annual compensation limit in effect under Code Section 401(a)(17) (or under a comparable provision of the Internal Revenue Code of the Commonwealth of Puerto Rico if the Participant is an eligible participant under the Walmart Puerto Rico 401(k) Plan) for the calendar year in which the Plan Year begins, or if such limit for such calendar year has not been determined as of such October 31 then such annual compensation limit as in effect for the calendar year that includes such October 31.
|
(m)
|
Employer
means Walmart and any entity, whether or not incorporated, which is a member of a controlled group of corporations, trades or businesses, as defined in Code Sections 414(b) and 414(c), of which Walmart is a member, and which has been designated by the Committee as a participating employer in the Plan.
|
(n)
|
Employer Matching Contribution Credits
means the amount credited to a Participant’s Matching Account pursuant to Section 3.4.
|
(o)
|
ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time to time.
|
(p)
|
Excess Compensation
means for a Plan Year the excess, if any, of (1) the sum of (i) the Participant’s base compensation for the Plan Year for services rendered for an Employer, and (ii) the Participant’s MIP bonus payable with respect to a performance period that coincides with the Plan Year or that ends within the Plan Year, over (2) the annual compensation limit under Code Section 401(a)(17) (or under a comparable provision of the Internal Revenue Code of the Commonwealth of Puerto Rico if the Participant is an eligible participant under the Walmart Puerto Rico 401(k) Plan) in effect for the calendar year in which the Plan Year begins. For purposes of this paragraph, a Participant’s base compensation and a Participant’s MIP bonus shall include the cash amounts of such base compensation and MIP bonus payable to the Participant regardless of whether the payment of any or all of such amounts to the Participant is deferred or not made on account of (1) a deferral election by the Participant under the 401(k) Plan, (2) a deferral election by the Participant under this Plan, (3) a pre-tax contribution by the Participant under Code Section 125, (4) a pre-tax contribution by the Participant under Code Section 132(f)(4),
|
(q)
|
401(k) Plan
means the Walmart 401(k) Plan and the Walmart Puerto Rico 401(k) Plan, as amended from time to time.
|
(r)
|
Gross Misconduct
means conduct engaged in by the Participant which has been deemed by the Committee or its delegate to be detrimental to the best interests of Walmart or any Related Affiliate or any entity in which Walmart has an ownership interest. Examples of such conduct include, without limitation, disclosure of confidential information in violation of Walmart’s Statement of Ethics, theft, the commission of a felony or a crime involving moral turpitude, gross misconduct or similar serious offenses.
|
(s)
|
Matching Account
means the bookkeeping account maintained on behalf of a Participant to reflect his or her Employer Matching Contribution Credits.
|
(t)
|
MIP
means the Walmart Inc. Management Incentive Plan, as amended from time to time, without regard to any non-U.S. subplans.
|
(u)
|
Participant
means any individual for whom an Account is maintained. An individual will cease to be a Participant at such time that the Participant’s Account has been fully distributed or forfeited in accordance with the Plan.
|
(v)
|
Plan
means the Walmart Deferred Compensation Matching Plan, as set forth herein, and as amended from time to time.
|
(w)
|
Plan Year
means the twelve (12)-month period commencing on February 1 and ending on January 31.
|
(x)
|
Related Affiliate
means all persons with whom Walmart would be considered a single employer under Code Sections 414(b) and 414(c), except that in applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treas. Regs. Sec. 1.414(c)-2 for purposes of determining a controlled group of trades or businesses under Code Section 414(c), the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Treas. Regs. Sec. 1.414(c)-2.
|
(y)
|
Retirement Account
means a bookkeeping account maintained on behalf of a Participant to which the Participant’s Deferral Account and Matching Account may be allocated pursuant to the election or deemed election of the Participant in accordance with Section 3.5. The number of Retirement Accounts a Participant may have under the Plan at any time shall be determined by the Committee or its delegate.
|
(z)
|
Scheduled In-Service Account
means a bookkeeping account maintained on behalf of a Participant to which the Participant’s Deferral Account may be allocated pursuant to the election of the Participant in accordance with Section 3.5. The number of Scheduled In-Service Accounts a Participant may have under the Plan at any time shall be determined by the Committee or its delegate.
|
(aa)
|
Scheduled Pay Date
means, with respect to each Scheduled In-Service Account, the first day of a calendar month designated by the Participant in accordance with Section 3.5. In no event shall such date be earlier than the first day of the second Plan Year beginning after the Plan Year for which Deferral Credits are first allocated to such Scheduled In-Service Account. Once selected, the Scheduled Pay Date with respect to any Scheduled In-Service Account is irrevocable. If a Participant fails to designate a Scheduled Pay Date with respect to a Scheduled In-Service Account, then the Participant is deemed to have designated as the Scheduled Pay Date for such Scheduled In-Service Account the first day of the second Plan Year beginning after the Plan Year for which Deferral Credits are first allocated to such Scheduled In-Service Account.
|
(bb)
|
Separation from Service
means the Participant has a termination of employment (other than on account of death) with the Company. For purposes of this paragraph, “Company” means the Employer and any Related Affiliate. Whether a termination of employment has occurred shall be determined based on whether the facts and circumstances indicate the Participant and the Company reasonably anticipate that no further services will be performed by the Participant for the Company; provided, however, that a Participant shall be deemed to have a termination of employment if the level of services he or she actually performs for the Company after a certain date permanently decreases to no more than twenty percent (20%) of the average level of bona fide services performed for the Company by the Participant (whether as an employee or independent contractor) over the immediately preceding 36-month period (or the full period of services for the Company if the Participant has been providing services to the Company for less than 36 months). For this purpose, a Participant is not treated as having a Separation from Service while he or she is on a military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six (6) months, or if longer, so long as the Participant has a right to reemployment with the Company under an applicable statute or by contract. This definition of Separation from Service is intended to be consistent with the separation from service requirements as defined in Code Section 409A.
|
(cc)
|
Separation Pay Date
means the last day of the calendar month in which falls the date that is six (6) months after a Participant’s Separation from Service.
|
(dd)
|
Special Bonus
means a bonus, other than a bonus payable under the MIP, that is payable to an Eligible Officer with respect to services rendered or to be rendered for an Employer and that is eligible for deferral under the Plan either because (1) the bonus is payable pursuant to an offer letter accepted in writing by the
|
(ee)
|
Unforeseeable Emergency
means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B)), the loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
|
(ff)
|
Valuation Date
means each day of the Plan Year.
|
(gg)
|
Walmart
means Walmart Inc., a Delaware corporation.
|
(hh)
|
Years of Participation
means a period of Plan Years which includes the first Plan Year with respect to which an Eligible Participant makes a deferral election in accordance with any one or more of Sections 3.1, 3.2 and 3.3 and an amount is credited to the Participant’s Account with respect to any such deferral election, and each subsequent Plan Year during all or part of which the Participant remains a Participant. In addition to the preceding definition, a Participant’s Years of Participation shall include any period commencing February 1 and ending January 31, whether before or after the effective date of the Plan, during which or with respect to which an account is maintained for the Participant under the Walmart Inc. Officer Deferred Compensation Plan, as such plan may be amended from time to time.
|
(a)
|
For each Plan Year, each Eligible Officer may elect to defer, as Deferred Compensation, all or a portion of the Eligible Officer’s Compensation to be otherwise paid for such Plan Year by the Employer, provided, however, that no election shall be effective to reduce amounts paid by the Employer to an Eligible Officer to an amount which is less than the sum of the amount the Employer is required to withhold for a Plan Year for purposes of federal, state, or local taxes (including, but not limited to, income and FICA withholding) or for insurance premiums or other withholdings as allowed by Code Section 409A.
|
(b)
|
Compensation deferral elections must be filed:
|
(1)
|
With respect to an individual who is an Eligible Officer as of the December 31 preceding the Plan Year for which the deferral election is to be effective, no later than such December 31; or
|
(2)
|
With respect to an individual who first becomes an Eligible Officer during the Plan Year, within thirty (30) days following the first date he or she becomes an Eligible Officer. For purposes of this rule, an Eligible Officer will be treated as first becoming an Eligible Officer during the Plan Year only if:
|
(A)
|
he or she was not eligible to participate in the Plan or any other plan required by Code Section 409A to be aggregated with the Plan at any time during the twenty-four (24)-month period ending on the date during the Plan Year he or she becomes an Eligible Officer; or
|
(B)
|
he or she was paid all amounts previously due under the Plan and any other plan required by Code Section 409A to be aggregated with the Plan and, on and before the date of the last such payment, was not eligible to continue to participate in the Plan and any other plan required by Code Section 409A to be aggregated with the Plan for periods after such payment.
|
(c)
|
The Deferred Compensation of an Eligible Officer who elects to defer all or a portion of the Eligible Officer’s Compensation under this Section 3.1 with respect to a Plan Year shall be credited to the Eligible Officer’s Deferral Account for such Plan Year and shall be allocated to a Retirement Account or to a Scheduled In-Service Account in accordance with Section 3.5.
|
(a)
|
For each Plan Year, each Eligible Participant may elect to defer all or a portion of the Eligible Participant’s bonus (if any) to be otherwise paid to the Eligible Participant under the MIP with respect to a performance period under the MIP that coincides with the Plan Year or that ends within the Plan Year; provided, however, an Eligible Participant who is not an Eligible Officer may elect to defer no more than eighty percent (80%) of the Eligible Participant’s MIP bonus for a Plan Year. No election under this Section 3.2 shall be effective to reduce amounts paid by the Employer to an Eligible Participant to an amount which is less than the sum of the amount the Employer is required to withhold for a Plan Year for purposes of federal, state, or local taxes (including, but not limited to, income and FICA withholding) or for insurance premiums or other withholdings as allowed by Code Section 409A. All bonus deferral elections made under this Section 3.2 must be filed with Walmart’s Executive Compensation department on forms (which may be electronic) approved by Executive Compensation.
|
(b)
|
MIP bonus deferral elections must be filed:
|
(1)
|
No later than the December 31 (or such other date as determined by the Committee or its delegate) preceding the first day of the performance period for which the deferral election is to be effective.
|
(2)
|
If authorized by the Committee or its delegate with respect to an Eligible Participant, and if the MIP bonus constitutes “performance-based compensation” within the meaning of Code Section 409A based on services performed over a performance period of at least twelve (12) months, and if the Eligible Participant has been continuously employed by an Employer or a Related Affiliate since the first day of the performance period, then no later than the earlier of (i) the date that is six months prior to the last day of the performance period, or (ii) the date in the performance period as of which the amount of the MIP bonus has become both substantially certain to be paid and calculable.
|
(3)
|
Solely with respect to an Eligible Officer who first becomes an Eligible Participant during the Plan Year, within thirty (30) days following the first date he or she becomes an Eligible Participant, as described in Code Section 409A(a)(4)(B). For purposes of this rule, an Eligible Officer will be treated as first becoming an Eligible Participant during the Plan Year only if:
|
(A)
|
he or she was not eligible to participate in the Plan or any other plan required by Code Section 409A to be aggregated with the Plan at any time during the twenty-four (24)-month period ending on the date during the Plan Year he or she becomes an Eligible Participant; or
|
(B)
|
he or she was paid all amounts previously due under the Plan and any other plan required by Code Section 409A to be aggregated with the Plan and, on and before the date of the last such payment, was not eligible to continue to participate in the Plan and any other plan required by Code Section 409A to be aggregated with the Plan for periods after such payment.
|
(c)
|
The Deferred MIP Bonus of an Eligible Participant who elects to defer all or a portion of the Eligible Participant’s MIP bonus under this Section 3.2 with respect to a performance period that coincides with a Plan Year or that ends within a Plan Year shall be credited to the Eligible Participant’s Deferral Account for such Plan Year and shall be allocated to a Retirement Account or to a Scheduled In-Service Account in accordance with Section 3.5.
|
(a)
|
An Eligible Officer may elect to defer all or a portion of the Eligible Officer’s Special Bonus to be otherwise paid to the Eligible Officer in a Plan Year. All Special Bonus deferral elections made under this Section 3.3 must be filed with Walmart’s Executive Compensation department on forms (which may be electronic) approved by Executive Compensation. No election under this Section 3.3 shall be effective to reduce amounts paid by the Employer to an Eligible Participant to an amount which is less than the sum of the amount the Employer is required to withhold for a Plan Year for purposes of federal, state, or local taxes (including, but not limited to, income and FICA withholding) for insurance premiums or other withholdings as allowed by Code Section 409A.For purposes of this Section 3.3, the date of an Eligible Officer’s election is the date the executed election form (which may be electronic) is received by Executive Compensation. A deferral election is not permitted with respect to a Special Bonus unless the Special Bonus is a type described in, and the deferral election with respect to the Special Bonus satisfies the applicable conditions of, Section 3.3(b) or Section 3.3(c).
|
(b)
|
A Special Bonus described in this Section 3.3(b) is one that: (1) requires as a condition of receipt of the Special Bonus and to avoid forfeiture of the Special Bonus that the Eligible Officer continue to perform services for a period of at least thirteen (13) months after the date he or she obtains the legally binding right to the Special Bonus; (2) may not have an earlier vesting date for a good reason termination or the Eligible Officer’s retirement; and (3) must otherwise meet the qualifications as described in Code Section 409A. The deferral election with respect to a Special Bonus described in this Section 3.3(b) must be filed within thirty (30) days after the Eligible Officer obtains the legally binding right to the Special Bonus.
|
(c)
|
A Special Bonus described in this Section 3.3(c) is one payable pursuant to an offer letter accepted in writing by an Eligible Officer before commencement of employment and that specifically refers to the deferability of the Special Bonus by explicit reference to the Plan. The deferral election with respect to a Special Bonus described in this Section 3.3(c) must be filed prior to the time the Eligible Officer renders any services to the Employer, regardless of whether the deferral election relates to all of the Special Bonus or a portion of the Special Bonus.
|
(d)
|
The Deferred Special Bonus of an Eligible Officer who elects to defer all or a portion of the Eligible Officer’s Special Bonus under this Section 3.3 otherwise payable in a Plan Year shall be credited to the Eligible Officer’s Deferral Account for such Plan Year and shall be allocated to a Retirement Account or to a Scheduled In-Service Account in accordance with Section 3.5.
|
(a)
|
If a Participant is employed by the Employer or any Related Affiliate on the last day of the Plan Year and if Deferral Credits have been made to the Participant’s Account with respect to the Plan Year, then to the extent applicable under the following provisions of this Section 3.4 an Employer Matching Contribution Credit will be made to the Participant’s Matching Account. The amount of the Employer Matching Contribution Credit, if any, made to a Participant’s Matching Account for the Plan Year will equal the total amount of Deferred Compensation and Deferred MIP Bonus credited to the Participant’s Account for the Plan Year under Section 3.1(c) and Section 3.2(c); provided, however, in no event shall the Employer Matching Contribution Credit made to a Participant’s Matching Account for a Plan Year exceed 6% of the Participant’s Excess Compensation for such Plan Year. Notwithstanding the preceding provisions of this Section 3.4(a), an Employer Matching Contribution Credit for a Plan Year shall not be made with respect to any Deferral Credits for the Plan Year that have been withdrawn in accordance with Section 5.5.
|
(b)
|
A Participant shall become vested in his or her Matching Account, including earnings thereon, if the Participant has completed at least three (3) Years of Participation. If a Participant is not otherwise vested in the Participant’s Matching Account under the preceding sentence of this Section 3.4(b), the
|
(a)
|
At the same time that an Eligible Participant makes an election to defer Compensation, an MIP bonus, or a Special Bonus in accordance with the provisions of the Plan, the Eligible Participant shall also make an election to allocate the amount or amounts subject to each such deferral election to a Retirement Account or Accounts or to a Scheduled In-Service Account or Accounts. In addition to the preceding requirement, at the same time that an Eligible Participant makes an election to defer Compensation or an MIP bonus in accordance with the provisions of this Plan, the Eligible Participant shall also make an election to allocate the Employer Matching Contribution Credits (if any) with respect to such Deferred Compensation or Deferred MIP Bonus to a Retirement Account or Accounts.
|
(b)
|
At the time of an Eligible Participant’s first election to allocate any amount subject to a deferral election (regardless of whether the amount is Deferred Compensation, Deferred MIP Bonus, Deferred Special Bonus or Employer Matching Contribution Credit) to a Retirement Account, the Eligible Participant shall also designate the form of distribution with respect to such Retirement Account. The form of distribution must be a form permitted under Section 5.4(a).
|
(c)
|
At the time of an Eligible Participant’s first election to allocate any amount subject to a deferral election (regardless of whether the amount is Deferred Compensation, Deferred MIP Bonus or Deferred Special Bonus) to a Scheduled In-Service Account, the Eligible Participant shall also designate the Scheduled Pay Date with respect to such Scheduled In-Service Account.
|
(d)
|
If at the time of an Eligible Participant’s deferral election under the Plan the Eligible Participant fails to make an account allocation election under Section 3.5(a), then the amount subject to such deferral election shall be allocated in the same manner as the same category of deferred amounts (meaning either Deferred Compensation, Deferred MIP Bonus, Deferred Special Bonus or Employer Matching Contribution Credits) were allocated for the most recent preceding Plan Year for which the Eligible Participant made an allocation election, but if none then to the Eligible Participant’s Retirement Account if there is only one, or equally to the Eligible Participant’s Retirement Accounts if the Eligible Participant has more than one Retirement Accounts, but if the Eligible Participant has no Retirement Account then the amount subject to such
|
(a)
|
Except as otherwise provided herein, once made for a Plan Year, a deferral election or elections under Sections 3.1(b)(1), 3.2(b)(1) and 3.2(b)(2), and the corresponding account allocation election or elections under Section 3.5, may not be revoked, changed or modified after the applicable deferral election filing deadline specified in Sections 3.1(b)(1), 3.2(b)(1), and 3.2(b)(2), and a deferral election or elections under Sections 3.1(b)(2), 3.2(b)(3), 3.3(b) and 3.3(c), and the corresponding account allocation election or elections under Section 3.5, may not be revoked, changed or modified after the date of each such deferral election as provided in Sections 3.1(b)(2), 3.2(b)(3), 3.3(b) and 3.3(c). A deferral election for one Plan Year will not automatically be given effect for a subsequent Plan Year, so that if a deferral is desired for a subsequent Plan Year, a separate election must be made by the Eligible Participant.
|
(b)
|
In the event an Eligible Officer has a Separation from Service for any reason, then his or her deferral election under Section 3.1 will terminate as of the date of such Separation from Service (but will be effective with respect to the last regular paycheck issued to such Eligible Officer), regardless of whether the Eligible Officer continues to receive Compensation, or other remuneration, from any Employer or Related Affiliate thereafter. If an Eligible Officer has a Separation from Service for any reason and is rehired (whether or not as an Eligible Officer) within the same Plan Year, his or her deferral election, if any, under Section 3.1 shall be automatically reinstated and shall remain in effect for the remainder of such Plan Year.
|
(c)
|
In the event an Eligible Participant has a Separation from Service for any reason, then his or her deferral elections, if any, under Sections 3.2 and 3.3 will remain in effect with respect to the bonus, if any, subject to any such deferral election. If an Eligible Participant has a Separation from Service for any reason and is rehired (whether or not as an Eligible Participant) within the same Plan Year or the same performance period, his or her deferral elections, if any, under Sections 3.2 and 3.3 will remain in effect with respect to the bonus, if any, subject to any such deferral elections.
|
(d)
|
In the event an Eligible Participant who is an Eligible Officer ceases to be an Eligible Officer (other than on account of a Separation from Service) during any Plan Year, then his or her Compensation deferral election, if any, under Section 3.1 will terminate as of the next following January 31. In addition, in the event the Compensation of such individual is reduced as a result of the change in status, his or her deferral election following such loss and through the date of
|
(e)
|
In the event an Eligible Officer receives Company-paid short term disability payments and the Compensation of such individual is reduced as a result of the short term disability status, then following such reduction in Compensation his or her Compensation deferral election, if any, under Section 3.1 will be pro rated based on his or her new level of Compensation through the date of termination of such election.
|
(f)
|
n the event an Eligible Participant ceases to be an Eligible Participant (other than on account of a Separation from Service) during any Plan Year, then his or her bonus deferral election, if any, under Section 3.2 will terminate for any performance period beginning in the calendar year following the year of the loss of Eligible Participant status.
|
(g)
|
In the event an Eligible Participant who is an Eligible Officer ceases to be an Eligible Officer (other than on account of Separation from Service) during any Plan Year, then his or her bonus deferral election, if any, under Section 3.3 will remain in effect.
|
(h)
|
Notwithstanding anything herein to the contrary, in the event an Eligible Officer goes on an unpaid leave of absence, his or her Compensation deferral election, if any, under Section 3.1 shall automatically cease when he or she commences the unpaid leave of absence; provided, however, that if he or she returns from the unpaid leave of absence during the same Plan Year, his or her Compensation deferral election under Section 3.1 shall automatically resume immediately upon return from the leave of absence and shall continue in effect for the balance of the Plan Year. An Eligible Officer’s Compensation deferral election under Section 3.1, if any, shall remain in effect with respect to any Compensation to which such election applies that is paid while on a leave of absence. An Eligible Participant’s deferral election under Sections 3.2 or 3.3, if any, shall not be affected by his or her leave of absence.
|
(a)
|
In the event a Participant receives a distribution from the Walmart 401(k) Plan (or any other plan or successor plan sponsored by Walmart or any Related Affiliate) on account of hardship, which distribution is made pursuant to Treasury Regulations Section 1.401(k)-1(d)(3) and requires suspension of deferrals under other arrangements such as this Plan, the Participant’s deferral elections under Sections 3.1, 3.2 and 3.3, if any, pursuant to which deferrals would otherwise be made during the six (6)-month period following the date of the distribution from the Walmart 401(k) Plan shall be cancelled.
|
(b)
|
In the event a Participant requests a distribution pursuant to Section 5.5 due to an Unforeseeable Emergency, or the Participant requests a cancellation of deferrals under the Plan in order to alleviate his or her
|
(a)
|
Deferred Compensation will be credited to the Participant’s Deferral Account as soon as practicable after the date such Compensation would have otherwise been paid in cash.
|
(b)
|
Deferred MIP Bonuses and Deferred Special Bonuses will be credited to the Participant’s Deferral Account as soon as practicable after the date the bonus could have otherwise been paid in cash.
|
(c)
|
Employer Matching Contribution Credits for a Plan Year will be credited to the Participant’s Matching Account as of the last day of the Plan Year.
|
(a)
|
Every Valuation Date during a Plan Year, a Participant’s Account will be credited with an equivalent of a daily rate of simple interest based on the yield on United States Treasury securities (not indexed for inflation) with a constant
|
(a)
|
In-Service Benefits. Each of a Participant’s Scheduled In-Service Accounts will be distributed in a lump sum within the 90-day period commencing on the Scheduled Pay Date applicable to such Scheduled In-Service Account. The lump sum amount will be the value of the applicable Participant’s Scheduled In-Service Account as of the Scheduled Pay Date.
|
(b)
|
Intervening Separation or Death. Notwithstanding the preceding, should an event occur prior to the Scheduled Pay Date of any Scheduled In-Service Account that would trigger a distribution under Section 5.2 or 5.3 earlier than the Scheduled Pay Date, such Scheduled In-Service Account or Accounts shall be distributed in accordance with Section 5.2 or 5.3, as applicable, and not in accordance with Section 5.1(a).
|
(a)
|
Separation Benefits. In the event of a Participant’s Separation from Service, the Participant’s Scheduled In-Service Accounts will be distributed in a lump sum under Section 5.2(b) and the Participant’s Retirement Accounts will be distributed in one of the forms provided in Section 5.2(b) or 5.2(c) below in accordance with the Participant’s distribution election given effect under the provisions of Section 5.4 with respect to each such Retirement Account.
|
(b)
|
Lump Sum Distributions.
|
(1)
|
Any lump sum to be paid under this Section 5.2(b) shall be paid within the 90-day period commencing on the Participant’s Separation Pay Date.
|
(2)
|
The lump sum amount will be the value of the Participant’s Account, or Retirement Account, as applicable, as of the last day of the month preceding the date of the distribution.
|
(c)
|
Installment Distributions.
|
(1)
|
If a Participant’s Retirement Account is to be distributed in the form of annual installments, the first such installment shall be made within the 90-
|
(2)
|
The Plan benefits will be paid in equal annual installments in an amount which would fully amortize a loan equal to the lump sum value of the Participant’s Retirement Account determined in accordance with Section 5.2(b)(2) (using as the distribution date the date of the first installment) over the installment period, with interest calculated at the per annum rate in effect for the Plan Year in which the Participant’s Separation from Service occurs.
|
(a)
|
General. In the event of the Participant’s death before incurring a Separation from Service or before commencement of benefits, the Participant’s Account will be distributed in one of the forms provided in Section 5.3(b) or 5.3(c) below in accordance with the Participant’s distribution election given effect under the provisions of Section 5.4 below.
|
(b)
|
Lump Sum Distributions.
|
(1)
|
Any lump sum to be paid under this Section 5.3(b) shall be paid within the 90-day period commencing on the last day of the month in which the Participant’s death occurs.
|
(2)
|
The lump sum amount will be the value of the Participant’s Account as of the last day of the month preceding the date of distribution.
|
(c)
|
Installment Distributions.
|
(1)
|
If the Participant’s Account is to be distributed in the form of annual installments, the first such installment shall be made within the 90-day period commencing on the first January 31 coincident with or next following the Participant’s death. Subsequent installments will be made during the 90-day period commencing on each successive January 31, until the Participant’s benefits are distributed in full.
|
(2)
|
The Plan benefits will be paid in equal annual installments in an amount which would fully amortize a loan equal to the lump sum value of the Participant’s Account determined in accordance with Section 5.3(b)(2) (using as the distribution date the date of the first installment) over the installment period, with interest calculated at the per annum rate in effect for the Plan Year in which the Participant’s death occurs.
|
(d)
|
Death After Commencement of Installments. Notwithstanding the preceding, in the event of a Participant’s death after installment payments to the Participant have commenced, such installment payments shall continue to be made to the Participant’s designated beneficiary in the same manner as they were being distributed to the Participant prior to his or her death, provided, however, that if the Participant’s distribution election applicable to Section 5.3(a) is a lump sum payment, the Participant’s remaining installments will be distributed in lump sum to the Participant’s designated beneficiary within the 90-day period commencing on the last day of the month in which the Participant’s death occurs.
|
(e)
|
Designation of Beneficiary. A Participant may, by written or electronic instrument delivered to the Committee in the form prescribed by the Committee, designate primary and contingent beneficiaries (which may be a trust or trusts) to receive any benefit payments which may be payable under this Plan following the Participant’s death, and may designate the proportions in which such beneficiaries are to receive such payments. A Participant may change such designation from time to time and the last designation filed with the Committee in accordance with its procedures prior to the Participant’s death will control. In the event no beneficiary is designated, or if all designated beneficiaries predecease the Participant, payment shall be payable to the following “default” beneficiaries of the Participant in the following order of priority: (1) the Participant’s surviving spouse known to the Committee, if any; (2) the Participant’s living children known to the Committee in equal shares; (3) the Participant’s living parents known to the Committee in equal shares; (4) the Participant’s surviving siblings known to the Committee in equal shares; or (5) the beneficiary’s estate for distribution in accordance with the terms of the beneficiary’s last will and testament or as a court of competent jurisdiction shall determine.
|
(f)
|
Death of Beneficiary. In the event a beneficiary dies before full payment of the Participant’s benefits under the Plan, benefits that would have been paid to such beneficiary shall continue in the same form in equal shares to the remaining beneficiaries at the same level (i.e., primary, contingent) and, if none, to the next level of beneficiaries. If there are no beneficiaries at the next level, then any remaining benefits shall be paid to the following “default” beneficiaries of the last living beneficiary in the following order of priority: (1) the beneficiary’s surviving spouse known to the Committee, if any; (2) the beneficiary’s living children known to the Committee in equal shares; (3) the beneficiary’s surviving parents known to the Committee in equal shares; (4) the beneficiary’s surviving
|
(a)
|
Forms Available. In the event of a Participant’s Separation from Service, or in the event of a Participant’s death if the Participant dies prior to Separation from Service, distribution of his or her Retirement Account or, in the event of death, his or her Account, may be made, at the Participant’s election per this Section 5.4, in one of the following forms:
|
(1)
|
a lump sum;
|
(2)
|
subject to the minimum account value restriction below, substantially equal annual installments over a period not to exceed fifteen (15) years; or
|
(3)
|
solely with respect to distribution of the Participant’s Account in the event of death, partially a lump sum and, subject to the minimum account value restriction below, substantially equal annual installments over a period not to exceed fifteen (15) years;
|
(b)
|
Subsequent Elections. A Participant may change his or her distribution election (or deemed distribution election) with respect to his or her Retirement Account, or, in the event of death, his or her Account, per this Section 5.4 at any time by making a new election (referred to in this subsection as a “subsequent election”) on a form (which may be electronic) approved by Executive Compensation and filed with Executive Compensation; provided, however, that such subsequent election shall be subject to the following restrictions:
|
(1)
|
A subsequent election may not take effect until at least twelve (12) months after the date on which such subsequent election is made;
|
(2)
|
Payment or initial payment pursuant to a subsequent election may not be made earlier than five (5) years from the date such payment would have been made absent the subsequent election (but, for this purpose, installment payments shall not commence until the first January 31 after such delay), unless the distribution is made on account of the Participant’s death;
|
(3)
|
A subsequent election related to a payment must be made not less than twelve (12) months before the date the payment is scheduled to be paid;
|
(4)
|
Payment of a Participant’s Retirement Account or, in the event of death, Account, pursuant to a subsequent election must be completed by the last day of the Plan Year which contains the twentieth (20
th
) anniversary of the Participant’s Separation Pay Date or the Participant’s death;
|
(5)
|
For purposes of this Section 5.4(b) and Code Section 409A, the entitlement to annual installment payments is treated as the entitlement to a single payment.
|
(c)
|
Filing of Election. A Participant’s distribution election applicable to the Participant’s Account in the event of the Participant’s death prior to Separation from Service, and a Participant’s distribution election with respect to the Participant’s Retirement Account or Retirement Accounts, and the Participant’s Scheduled Pay Date with respect to the Participant’s Scheduled In-Service Accounts, must be filed with Executive Compensation on forms (which may be electronic) prescribed by Executive Compensation.
|
(a)
|
In the event of an Unforeseeable Emergency, the Committee or its delegate, in its sole and absolute discretion and upon written application of a Participant or, following the Participant’s death, the beneficiary to whom a Participant’s benefits are then being paid, or will be paid, pursuant to Section 5.3, may direct immediate distribution of all or a portion of the Participant’s Account (excluding the Participant’s Matching Account and related earnings if the Participant is not fully vested in his or her Matching Account). The Committee will permit distribution on account of an Unforeseeable Emergency only to the extent reasonably necessary to satisfy the emergency need, plus amounts necessary to pay federal, state or local income taxes and penalties reasonably anticipated to result from the distribution, after taking into account the extent to which such need is or may be relieved through reimbursement or compensation by insurance, by liquidation of the Participant’s or beneficiary’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship), or by cessation of deferrals under the Plan. Any distribution under this Section 5.5 shall first be made from the Participant’s Scheduled In-Service Accounts with respect to Deferral Credits made in the same Plan Year as the Distribution under this Section 5.5(a), and then from the Participant’s Retirement Accounts with respect to Deferral Credits made in the same Plan
|
(b)
|
Notwithstanding anything in the Plan to the contrary, if Walmart reasonably anticipates that its deduction with respect to any distribution under this Section 5.5 would not be permitted due to the application of Code Section 162(m); such payment shall be suspended to the extent a deduction would not be permitted until the earliest date at which it reasonably anticipates that the deduction of such distribution would not be barred by application of Code Section 162(m); provided, however, that the conditions of Section 5.5(a) are still satisfied as of such date.
|
5.6
|
Distributions for Payment of Taxes
|
(a)
|
The Committee shall have the exclusive duty, authority and discretion to interpret and construe the provisions of the Plan, to determine eligibility for and the amount of any benefit payable under the Plan, and to decide any dispute which may arise regarding the rights of Participants (or their beneficiaries) under this Plan;
|
(b)
|
The Committee shall have the authority to adopt, alter, and repeal such administrative rules, regulations, and practices governing the operation of the Plan as it shall from time to time deem advisable;
|
(c)
|
The Committee may appoint a person or persons to act on behalf of, or to assist, the Committee in the administration of the Plan, establishment of forms (including electronic forms) desirable for Plan operation, and such other matters as the Committee deems necessary or appropriate;
|
(d)
|
The decision of the Committee in matters pertaining to this Plan shall be final, binding, and conclusive upon Walmart, any Related Affiliate, the Participant, the Participant’s beneficiary, and upon any person affected by such decision, subject to the claims procedure set forth in Article VII; and
|
(e)
|
In any matter relating solely to a Committee member’s individual rights or benefits under this Plan, such Committee member shall not participate in any Committee proceeding pertaining to, or vote on, such matter.
|
(a)
|
The Committee shall have the authority to allocate, from time to time, by instrument in writing filed in its records, all or any part of its respective responsibilities under the Plan to one or more of its members as may be deemed advisable, and in the same manner to revoke such allocation of responsibilities.
|
(b)
|
The Committee shall have the authority to delegate, from time to time, by written instrument filed in its records, all or any part of its responsibilities under the Plan to such person or persons as the Committee may deem advisable (and may authorize such person to delegate such responsibilities to such other person or persons as the Committee shall authorize) and in the same manner to revoke any such delegation of responsibility. Any action of the delegate in the exercise of such delegated responsibilities shall have the same force and effect for all purposes hereunder as if such action had been taken by the Committee. The Committee shall not be liable for any acts or omissions of any such delegate. The delegate shall periodically report to the Committee concerning the discharge of the delegated responsibilities.
|
(a)
|
the specific reason or reasons for the denial;
|
(b)
|
specific reference to the pertinent Plan provision upon which the denial is based;
|
(c)
|
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
|
(d)
|
an explanation of the Plan’s claim review procedure, including the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse determination on review.
|
(a)
|
may request a review by written application to the Committee not later than sixty (60) days after receipt by the claimant of the written notification of denial of a claim;
|
(b)
|
may review pertinent documents; and
|
(c)
|
may submit issues and comments in writing.
|
(a)
|
the specific reason or reasons for the adverse determination;
|
(b)
|
specific reference to pertinent Plan provisions on which the adverse determination is based;
|
(c)
|
a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
|
(d)
|
a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).
|
Name of Grantee:
|
|
Grant Date:
|
|
Number of Shares:
|
|
Dollar Value of Award
as of Grant Date:
|
|
Walmart Identification Number:
|
|
A.
|
Vesting
. Your Restricted Stock will vest as follows, provided you have not incurred a Forfeiture Condition described below:
|
Percentage of
Restricted Stock Vesting
|
Vesting Date
|
|
|
|
|
B.
|
Delivery of Shares
. Upon the vesting of your Restricted Stock, subject to Paragraph 9 below, you shall be entitled to receive a number of Shares equal to the number of underlying the vested Restricted Stock, less any Shares withheld or sold to satisfy tax withholding obligations as set forth in Paragraph 10 below. The Shares shall be delivered to you as soon as administratively feasible, but in any event within 74 days of the Vesting Date. Such Shares will be deposited into an account in your name with a broker or other third party designated by Walmart. You will be responsible for all fees imposed by such designated broker or other third party designated by Walmart.
|
A.
|
your Continuous Status terminates for any reason (other than death or Disability, to the extent provided in Paragraph 8 below); or
|
B.
|
you have not executed and delivered to Walmart a Non-Disclosure and Restricted Use Agreement, in a form to be provided to you by Walmart.
|
A.
|
|
A.
|
the Plan is established voluntarily by Walmart and is discretionary in nature;
|
Name of Grantee:
|
|
Grant Date:
|
|
Number of Performance-Based Restricted Stock Units at Target Performance:
|
|
Performance Period:
|
|
Vesting Date:
|
|
Walmart Identification Number:
|
|
1.
|
within 150 days of the Vesting Date; or
|
2.
|
within 74 days of an Accelerated Vesting pursuant to Paragraph 8 below.
|
Executive Officer Who is a Party to such a Post-Termination Agreement and Covenant Not to Compete
|
Date of Agreement
|
Value of Restricted Stock Award Granted in Connection with Agreement
|
Daniel J. Bartlett
|
May 16, 2013
|
Not Applicable
|
M. Brett Biggs
|
September 21, 2010
|
$500,000
|
David Chojnowski
|
November 16, 2016
|
Not Applicable
|
Gregory Foran
|
July 23, 2014
|
Not Applicable
|
John R. Furner
|
May 7, 2011
|
Not Applicable
|
Jeffrey J. Gearhart
|
June 11, 2013
|
$1,500,000
|
C. Douglas McMillon
|
January 19, 2010
|
$2,000,000
|
Jacqueline P. Canney
|
June 26, 2015
|
Not Applicable
|
Judith McKenna
|
May 18, 2015
|
Not Applicable
|
|
January 31,
|
||||||||||||||||||
(Amounts in millions)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Income from continuing operations before income taxes
|
$
|
15,123
|
|
|
$
|
20,497
|
|
|
$
|
21,638
|
|
|
$
|
24,799
|
|
|
$
|
24,656
|
|
Capitalized interest
|
(17
|
)
|
|
(36
|
)
|
|
(39
|
)
|
|
(59
|
)
|
|
(78
|
)
|
|||||
Consolidated net income attributable to the noncontrolling interest
|
(661
|
)
|
|
(650
|
)
|
|
(386
|
)
|
|
(736
|
)
|
|
(673
|
)
|
|||||
Adjusted income before income taxes
|
14,445
|
|
|
19,811
|
|
|
21,213
|
|
|
24,004
|
|
|
23,905
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
(1)
|
2,347
|
|
|
2,403
|
|
|
2,587
|
|
|
2,520
|
|
|
2,413
|
|
|||||
Interest component of rent
|
890
|
|
|
862
|
|
|
836
|
|
|
916
|
|
|
933
|
|
|||||
Total fixed charges
|
3,237
|
|
|
3,265
|
|
|
3,423
|
|
|
3,436
|
|
|
3,346
|
|
|||||
Income before income taxes and fixed charges
|
$
|
17,682
|
|
|
$
|
23,076
|
|
|
$
|
24,636
|
|
|
$
|
27,440
|
|
|
$
|
27,251
|
|
Ratio of earnings to fixed charges
|
5.5
|
|
|
7.1
|
|
|
7.2
|
|
|
8.0
|
|
|
8.1
|
|
Subsidiary
|
|
Organized or Incorporated
|
|
Percent of Equity Securities Owned
|
|
Name Under Which Doing Business Other Than Subsidiary's
|
Wal-Mart Stores East, LP
|
|
Delaware, U.S.
|
|
100%
|
|
Walmart
|
Wal-Mart Stores Texas, LLC
|
|
Delaware, U.S.
|
|
100%
|
|
Walmart
|
Wal-Mart Property Company
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
Wal-Mart Real Estate Business Trust
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
Sam's West, Inc.
|
|
Arkansas, U.S.
|
|
100%
|
|
Sam's Club
|
Sam's East, Inc.
|
|
Arkansas, U.S.
|
|
100%
|
|
Sam's Club
|
Sam's Property Company
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
Sam's Real Estate Business Trust
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
ASDA Group Limited
|
|
England
|
|
100%
|
|
ASDA
|
Wal-Mart de Mexico, S.A.B. de C.V.
|
|
Mexico
|
|
71%
|
|
Walmex
|
Wal-Mart Canada Corp.
|
|
Canada
|
|
100%
|
|
Walmart
|
Wal-Mart Japan Holdings K.K.
|
|
Japan
|
|
100%
|
|
Seiyu
|
Walmart Chile S.A.
(1)
|
|
Chile
|
|
100%
|
|
Walmart Chile
|
Massmart Holdings Ltd
|
|
South Africa
|
|
52%
|
|
Massmart
|
(1)
|
The Company owns substantially all of Walmart Chile.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Walmart Inc. (the "registrant");
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluations; and
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d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
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5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of registrant's Board of Directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: March 30, 2018
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/s/ C. Douglas McMillon
|
|
C. Douglas McMillon
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Walmart Inc. (the "registrant");
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluations; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of registrant's Board of Directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: March 30, 2018
|
/s/ M. Brett Biggs
|
|
M. Brett Biggs
Executive Vice President and Chief Financial Officer
|
/s/ C. Douglas McMillon
|
C. Douglas McMillon
President and Chief Executive Officer
|
/s/ M. Brett Biggs
|
M. Brett Biggs
Executive Vice President and Chief Financial Officer
|