Form 8-K WAL MART STORES INC For: Aug 18

August 18, 2016 7:01 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 18, 2016

Wal-Mart Stores, Inc.

(Exact Name of Registrant as Specified in Charter)



Delaware	001-06991	71-0415188
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

702 S.W. 8th Street

Bentonville, Arkansas 72716-0215

(Address of Principal Executive Offices) (Zip code)

Registrant’s telephone number, including area code:

(479) 273-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

In accordance with Item 2.02 of Form 8-K of the Securities and Exchange Commission (the "SEC"), Wal-Mart Stores, Inc., a Delaware corporation (the "Company"), is furnishing to the SEC a press release that the Company will issue on August 18, 2016 (the "Press Release") and a financial presentation that will be first posted by the Company on the Company’s website at http://stock.walmart.com on August 18, 2016 (the "Financial Presentation"). The Press Release and the Financial Presentation will disclose information regarding the Company's results of operations for the three and six months ended July 31, 2016, and the Company's financial condition as of July 31, 2016.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, which are furnished herewith pursuant to and relate to this Item 2.02, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 2.02 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 - A copy of the Press Release being furnished pursuant to and that is related to the foregoing Item 2.02 is included herewith as Exhibit 99.1.

Exhibit 99.2 - A copy of the Financial Presentation being furnished pursuant to and that is related to the foregoing Item 2.02 is included herewith as Exhibit 99.2.

SIGNATURES

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

Dated: August 18, 2016



WAL-MART STORES, INC.



By:	/s/ M. Brett Biggs
Name:	M. Brett Biggs
Title:	Executive Vice President and Chief Financial Officer

Walmart reports Q2 FY17 EPS of $1.21, adjusted EPS¹ of $1.07,

Raises full-year adjusted EPS¹ guidance range to $4.15 to $4.35



	Diluted EPS was $1.21. Currency negatively impacted EPS by approximately $0.03.			"We're pleased with the positive momentum in our business. Our strategy in the U.S. is working as we delivered an eighth consecutive quarter of positive comps, and international also performed well. We remain focused on building e-commerce capabilities globally and executing our omni-channel plan, as evidenced by our recent alliance with JD.com in China and agreement to acquire Jet.com in the U.S. Walmart is uniquely positioned to provide customers with a seamless shopping experience where we save them time and money." Doug McMillon, President and CEO, Wal-Mart Stores, Inc.
	Adjusted EPS¹ of $1.07 excludes a non-cash gain of $0.14, net of tax, from the sale of Yihaodian in China.
	Total revenue was $120.9 billion, an increase of 0.5%. On a constant currency basis¹, total revenue was $123.6 billion, an increase of 2.8%.
	Walmart U.S. delivered positive comp sales for the eighth consecutive quarter, up 1.6%, driven by the seventh consecutive quarter of positive traffic, up 1.2%. Neighborhood Market comp sales increased approximately 6.5%.
	Net sales at Walmart International were $28.6 billion. Excluding currency¹impacts, net sales were $31.3 billion, an increase of 2.2%.
	Globally, on a constant currency basis, e-commerce sales and GMV increased 11.8% and 13.0%, respectively, representing an acceleration from the first quarter.
	Consolidated operating income increased 1.6%, including a gain of $535 million from the sale of Yihaodian. Excluding this gain, consolidated operating income declined 7.2%. As expected, investments in people and technology, as well as currency exchange rate fluctuations negatively impacted results.
	Year to date operating cash flow was $14.9 billion and free cash flow¹ was $10.3 billion, both approximately $5.0 billion higher than last year primarily due to improved working capital management, including significant inventory improvement, and timing of payments.
	The company now estimates fiscal year 2017 adjusted EPS¹ of $4.15 to $4.35, or GAAP EPS of $4.29 to $4.49, both of which include an estimated dilutive impact to EPS of approximately $0.05, primarily in the fourth quarter, as a result of expected operating losses and one-time transaction expenses related to the planned acquisition of Jet.com. The adjusted EPS guidance excludes the non-cash gain of $0.14, net of tax, from the sale of Yihaodian.
	(Amounts in millions, except as noted)

Key results



	Q2 FY17	Q2 FY16	Change
	Q2 FY17	Q2 FY16	Change
Revenue²	$120,854	$120,229	$625	0.5%
Revenue (constant currency)^1,2	$123,593	$120,229	$3,364	2.8%
Operating income²	$6,165	$6,069	$96	1.6%
Operating income (constant currency)^1,2	$6,322	$6,069	$253	4.2%



Free Cash Flow	YTD	$ Change	Returns to Shareholders	Q2 FY17	% Change
Operating cash flow	$14,931	$4,829	Dividends	$1,560	-1.1%
Capital expenditures	$4,619	-$425	Share repurchases³	$2,117	111.1%
Free cash flow¹	$10,312	$5,254	Total	$3,677	42.5%

¹ See additional information at the end of this release regarding non-GAAP financial measures.

² Q2 FY17 includes the gain from the sale of Yihaodian, which was $535 million on a reported basis and $568 million on a constant currency basis.

³ $12.7 billion remaining of $20 billion authorization approved in October 2015. The company repurchased approximately 30 million shares in Q2 FY17.



NYSE: WMT	August 18, 2016	stock.walmart.com

Guidance

The company's guidance for adjusted earnings per share for fiscal year 2017 assumes currency exchange rates remain at today's levels. This guidance also includes an estimated dilutive impact to EPS of approximately $0.05, primarily in the fourth quarter, as a result of expected operating losses and one-time transaction expenses related to the planned acquisition of Jet.com, assuming the transaction is closed near the beginning of the fourth quarter of FY17. Also, the guidance excludes the non-cash gain of $0.14, net of tax, from the sale of Yihaodian in China to JD.com. Additionally, this updated guidance assumes that our full year effective tax rate is expected to be at the low end of our previously stated range of 31.5% to 33.5%.


•	Fiscal year 2017 adjusted EPS¹: $4.15 to $4.35 (previously $4.00 to $4.30)


◦	Third quarter fiscal year 2017 EPS: $0.90 to $1.00


•	Comp sales for the 13-week period ending Oct. 28, 2016²:


◦	Walmart U.S.: 1.0% to 1.5%


◦	Sam's Club (ex. fuel): Slightly positive



U.S.		Q2 FY17	Q2 FY16	Change
Net sales		$76,241	$73,959	$2,282	3.1%
Comp sales³		1.6%	1.5%	10 bps	N/A
	Traffic	1.2%	1.3%	-10 bps	N/A
	Ticket	0.4%	0.2%	20 bps	N/A
	E-commerce	~40 bps	~20 bps	~20 bps	N/A
Operating income		$4,519	$4,819	-$300	-6.2%



	Q2 FY17	Q2 FY16	Change
	Q2 FY17	Q2 FY16	Change
Net sales	$28,621	$30,637	-$2,016	-6.6%
Net sales (constant currency)¹	$31,309	$30,637	$672	2.2%
Operating income⁴	$1,727	$1,277	$450	35.2%
Operating income (constant currency)^1,4	$1,884	$1,277	$607	47.5%



		Q2 FY17	Q2 FY16	Change
		Q2 FY17	Q2 FY16	Change
Net sales		$14,543	$14,734	-$191	-1.3%
Comp sales (ex. fuel)^1,3		0.6%	1.3%	-70 bps	N/A
	Traffic	-0.4%	0.5%	-90 bps	N/A
	Ticket	1.0%	0.8%	20 bps	N/A
	E-commerce	~60 bps	~60 bps	~0 bps	N/A
Operating income		$472	$428	$44	10.3%

¹ See additional information at the end of this release regarding non-GAAP financial measures.

² Compared to 13-week period ended Oct. 30, 2015.

³ 13-week period ended July 29, 2016, compared to 13-week period ended July 31, 2015.

⁴Q2 FY17 includes the gain from the sale of Yihaodian, which was $535 million on a reported basis and $568 million on a constant currency basis.



NYSE: WMT	August 18, 2016	stock.walmart.com

Wal-Mart Stores, Inc. (NYSE: WMT) helps people around the world save money and live better - anytime and anywhere - in retail stores, online, and through their mobile devices. Each week, nearly 260 million customers and members visit our 11,539 stores under 63 banners in 28 countries and e-commerce websites in 11 countries. With fiscal year 2016 revenue of $482.1 billion, Walmart employs approximately 2.3 million associates worldwide. Walmart continues to be a leader in sustainability, corporate philanthropy and employment opportunity. Additional information about Walmart can be found by visiting http://corporate.walmart.com on Facebook at http://facebook.com/walmart and on Twitter at http://twitter.com/walmart.

Investor Relations contact

Steve Schmitt (479) 258-7172

Media Relations contact

Randy Hargrove (800) 331-0085

Along with this press release, Walmart makes available a recorded call with executive leaders and a financial presentation to review business results, provide strategic updates, and comment on expectations for the future. We provide that call in both audio form and in a written transcript. Details on accessing the call are as follows:


•	877-523-5612 (U.S. and Canada)


•	201-689-8483 (other countries)


•	Passcode: 9256278 (Walmart)


•	MP3 @ stock.walmart.com

The call is archived at stock.walmart.com

^###



NYSE: WMT	August 18, 2016	stock.walmart.com

Forward-Looking Statements

This release contains statements as to Walmart management's guidance regarding earnings per share for the three months ending October 31, 2016, adjusted earnings per share for the year ending January 31, 2017, the impact to earnings per share related to the planned acquisition of Jet.com, and Walmart U.S.'s comparable store sales and Sam's Club's comparable club sales, excluding fuel, for the 13 weeks ending October 28, 2016. Assumptions on which such forward-looking statements are based are also forward-looking statements. Walmart believes such statements are "forward-looking statements" as defined in, and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by, the Private Securities Litigation Reform Act of 1995, as amended. Walmart's actual results may differ materially from the guidance provided as a result of changes in circumstances, assumptions not being realized or other risks, uncertainties and factors including:


•	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 interest rates and commodity prices;


•	unemployment levels;


•	competitive pressures;


•	inflation or deflation, generally and in particular product categories;


•	consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels and demand for certain merchandise;


•	consumer enrollment in health and drug insurance programs and such programs' reimbursement rates;


•	the amount of Walmart's net sales denominated in the U.S. dollar and various foreign currencies;


•	the financial performance of Walmart and each of its segments;


•	Walmart's effective tax rate for the quarter ending October 31, 2016 and factors affecting Walmart's effective tax rate, including assessments of certain tax contingencies, valuation allowances, changes in law, administrative audit outcomes, impact of discrete items and the mix of earnings between the U.S. and Walmart's international operations;


•	customer traffic and average ticket in Walmart's stores and clubs and on its e-commerce websites;


•	the mix of merchandise Walmart sells, the cost of goods it sells and the shrinkage it experiences;


•	the amount of Walmart's total sales and operating expenses in the various markets in which it operates;


•	transportation, energy and utility costs and the selling prices of gasoline and diesel fuel;


•	supply chain disruptions and disruptions in seasonal buying patterns;


•	consumer acceptance of and response to Walmart's stores, clubs, e-commerce websites, mobile apps, initiatives, programs and merchandise offerings;


•	cyber security events affecting Walmart and related costs;


•	developments in, outcomes of, and costs incurred in legal proceedings to which Walmart is a party;


•	casualty and accident-related costs and insurance costs;


•	the turnover in Walmart's workforce and labor costs, including healthcare and other benefit costs;


•	changes in accounting estimates or judgments;


•	changes in existing tax, labor and other laws and changes in tax rates, trade restrictions and tariff rates;


•	the level of public assistance payments;


•	natural disasters, public health emergencies, civil disturbances, and terrorist attacks;


•	Walmart's expenditures for FCPA and other compliance related costs; and


•	outcomes of and costs incurred in legal proceedings to which Walmart is a party.

Such risks, uncertainties and factors also include the risks relating to Walmart's operations and financial performance discussed in Walmart's most recent annual report on Form 10-K filed with the SEC. You should read this release in conjunction with that annual report on Form 10-K and Walmart's subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K. You should consider all of the risks, uncertainties and other factors identified above and in those SEC reports carefully when evaluating the forward-looking statements in this release. Walmart cannot assure you that the future results reflected in or implied by any such forward-looking statement will be realized or, even if substantially realized, will have the forecasted or expected consequences and effects for or on Walmart's operations or financial performance. Such forward-looking statements are made as of the date of this release, and Walmart undertakes no obligation to update such statements to reflect subsequent events or circumstances.

Wal-Mart Stores, Inc.

Condensed Consolidated Statements of Income

(Unaudited)



	Three Months Ended								Six Months Ended
	July 31,								July 31,
(Dollars in millions, except per share data)	2016			2015			Percent Change		2016			2015			Percent Change
Revenues:
Net sales	$	119,405		$	119,330		0.1	%	$	234,391		$	233,332		0.5	%
Membership and other income	1,449			899			61.2	%	2,367			1,723			37.4	%
Total revenues	120,854			120,229			0.5	%	236,758			235,055			0.7	%
Costs and expenses:
Cost of sales	89,485			90,056			(0.6	)%	176,029			176,539			(0.3	)%
Operating, selling, general and administrative expenses	25,204			24,104			4.6	%	49,289			46,767			5.4	%
Operating income	6,165			6,069			1.6	%	11,440			11,749			(2.6	)%
Interest:
Debt	509			523			(2.7	)%	1,008			1,046			(3.6	)%
Capital lease and financing obligations	79			44			79.5	%	165			364			(54.7	)%
Interest income	(22		)	(24		)	(8.3	)%	(46		)	(43		)	7.0	%
Interest, net	566			543			4.2	%	1,127			1,367			(17.6	)%
Income before income taxes	5,599			5,526			1.3	%	10,313			10,382			(0.7	)%
Provision for income taxes	1,710			1,891			(9.6	)%	3,208			3,464			(7.4	)%
Consolidated net income	3,889			3,635			7.0	%	7,105			6,918			2.7	%
Consolidated net income attributable to noncontrolling interest	(116		)	(160		)	(27.5	)%	(253		)	(102		)	148.0	%
Consolidated net income attributable to Walmart	$	3,773		$	3,475		8.6	%	$	6,852		$	6,816		0.5	%

Net income per common share:
Basic net income per common share attributable to Walmart	$	1.21		$	1.08		12.0	%	$	2.19		$	2.11		3.8	%
Diluted net income per common share attributable to Walmart	$	1.21		$	1.08		12.0	%	$	2.18		$	2.11		3.3	%

Weighted-average common shares outstanding:
Basic	3,109			3,221					3,126			3,226
Diluted	3,119			3,231					3,136			3,237

Dividends declared per common share	$	—		$	—				$	2.00		$	1.96

Wal-Mart Stores, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)




(Dollars in millions)	July 31,			January 31,			July 31,
ASSETS	2016			2016			2015
Current assets:
Cash and cash equivalents	$	7,676		$	8,705		$	5,751
Receivables, net	5,275			5,624			5,275
Inventories	43,453			44,469			45,007
Prepaid expenses and other	1,828			1,441			2,099
Total current assets	58,232			60,239			58,132
Property and equipment:
Property and equipment	178,596			176,958			178,899
Less accumulated depreciation	(69,729		)	(66,787		)	(66,075		)
Property and equipment, net	108,867			110,171			112,824
Property under capital lease and financing obligations:
Property under capital lease and financing obligations	11,544			11,096			7,194
Less accumulated amortization	(5,001		)	(4,751		)	(3,507		)
Property under capital lease and financing obligations, net	6,543			6,345			3,687

Goodwill	16,339			16,695			17,799
Other assets and deferred charges	7,905			6,131			6,178
Total assets	$	197,886		$	199,581		$	198,620

LIABILITIES AND EQUITY
Current liabilities:
Short-term borrowings	$	1,932		$	2,708		$	1,725
Accounts payable	39,902			38,487			37,225
Dividends payable	3,101			—			3,162
Accrued liabilities	19,651			19,607			18,290
Accrued income taxes	720			521			373
Long-term debt due within one year	2,265			2,745			4,024
Capital lease and financing obligations due within one year	551			551			463
Total current liabilities	68,122			64,619			65,262

Long-term debt	36,673			38,214			38,581
Long-term capital lease and financing obligations	6,070			5,816			4,262
Deferred income taxes and other	7,877			7,321			8,391

Commitments and contingencies

Equity:
Common stock	310			317			321
Capital in excess of par value	1,915			1,805			1,979
Retained earnings	85,972			90,021			84,959
Accumulated other comprehensive income (loss)	(11,672		)	(11,597		)	(8,388		)
Total Walmart shareholders’ equity	76,525			80,546			78,871
Nonredeemable noncontrolling interest	2,619			3,065			3,253
Total equity	79,144			83,611			82,124
Total liabilities and equity	$	197,886		$	199,581		$	198,620

Wal-Mart Stores, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)



	Six Months Ended
	July 31,
(Dollars in millions)	2016			2015
Cash flows from operating activities:
Consolidated net income	$	7,105		$	6,918
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization	4,905			4,658
Deferred income taxes	33			(396		)
Other operating activities	(361		)	532
Changes in certain assets and liabilities:
Receivables, net	443			683
Inventories	1,055			(227		)
Accounts payable	1,864			(562		)
Accrued liabilities	(387		)	(860		)
Accrued income taxes	274			(644		)
Net cash provided by operating activities	14,931			10,102

Cash flows from investing activities:
Payments for property and equipment	(4,619		)	(5,044		)
Proceeds from the disposal of property and equipment	260			287
Proceeds from disposal of certain operations	—			246
Other investing activities	(57		)	(91		)
Net cash used in investing activities	(4,416		)	(4,602		)

Cash flows from financing activities:
Net change in short-term borrowings	(857		)	274
Proceeds from issuance of long-term debt	130			42
Payments of long-term debt	(2,026		)	(3,159		)
Dividends paid	(3,133		)	(3,157		)
Purchase of Company stock	(4,852		)	(1,283		)
Dividends paid to noncontrolling interest	(270		)	(434		)
Purchase of noncontrolling interest	(103		)	(847		)
Other financing activities	(103		)	(210		)
Net cash used in financing activities	(11,214		)	(8,774		)

Effect of exchange rates on cash and cash equivalents	(330		)	(110		)

Net increase (decrease) in cash and cash equivalents	(1,029		)	(3,384		)
Cash and cash equivalents at beginning of year	8,705			9,135
Cash and cash equivalents at end of period	$	7,676		$	5,751

Wal-Mart Stores, Inc.

Supplemental Financial Information

(Unaudited)

Net sales and operating income



	Net Sales						Operating Income
	Three Months Ended						Three Months Ended
	July 31,						July 31,
(dollars in millions)	2016		2015		Percent Change		2016		2015		Percent Change
Walmart U.S.	$	76,241	$	73,959	3.1	%	$	4,519	$	4,819	-6.2	%
Walmart International	28,621		30,637		-6.6	%	1,727		1,277		35.2	%
Sam's Club	14,543		14,734		-1.3	%	472		428		10.3	%
Corporate and support	—		—		0.0	%	-553		-455		-21.5	%
Consolidated	$	119,405	$	119,330	0.1	%	$	6,165	$	6,069	1.6	%

U.S. comparable store sales results



	Without Fuel		With Fuel		Fuel Impact
	13 Weeks Ended		13 Weeks Ended		13 Weeks Ended
	7/29/2016	7/31/2015	7/29/2016	7/31/2015	7/29/2016	7/31/2015
Walmart U.S.	1.6%	1.5%	1.6%	1.5%	0.0%	0.0%
Sam's Club¹	0.6%	1.3%	-1.2%	-2.3%	-1.8%	-3.6%
Total U.S.	1.4%	1.5%	1.1%	0.9%	-0.3%	-0.6%

¹ See additional information at the end of this release regarding non-GAAP financial measures.

Wal-Mart Stores, Inc.

Reconciliations of and Other Information Regarding Non-GAAP Financial Measures

(Unaudited)

The following information provides reconciliations of certain non-GAAP financial measures presented in the press release to which this reconciliation is attached to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP). The company has provided the non-GAAP financial information presented in the press release, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in the press release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the press release. The non-GAAP financial measures in the press release may differ from similar measures used by other companies.

Free Cash Flow

We define free cash flow as net cash provided by operating activities in a period minus payments for property and equipment made in that period. Free cash flow was $10.3 billion and $5.1 billion for the six months ended July 31, 2016 and 2015, respectively. The increase in free cash flow was primarily due to improved working capital management, including significant inventory improvement, and timing of payments.

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

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

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

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



	Six Months Ended
	July 31,
(Dollars in millions)	2016		2015
Net cash provided by operating activities	$	14,931	$	10,102
Payments for property and equipment (capital expenditures)	-4,619		-5,044
Free cash flow	$	10,312	$	5,058

Net cash used in investing activities¹	$	-4,416	$	-4,602
Net cash used in financing activities	$	-11,214	$	-8,774

¹ "Net cash used in investing activities" includes payments for property and equipment, which is also included in our computation of free cash flow.

Constant Currency

In discussing our operating results, the term currency exchange rates refers to the currency exchange rates we use to convert the operating results for all countries where the functional currency is not the U.S. dollar. We calculate the effect of changes in currency exchange rates as the difference between current period activity translated using the current period's currency exchange rates, and the comparable prior year period's currency exchange rates. Throughout our discussion, we refer to the results of this calculation as the impact of currency exchange rate fluctuations. When we refer to constant currency operating results, this means operating results without the impact of the currency exchange rate fluctuations and without the impact of acquisitions, if any, until the acquisitions are included in both comparable periods. The disclosure of constant currency amounts or results permits investors to understand better Walmart's underlying performance without the effects of currency exchange rate fluctuations or acquisitions.

The table below reflects the calculation of constant currency for total revenues, net sales and operating income for the three and six months ended July 31, 2016.



	Three Months Ended July 31,								Six Months Ended July 31,
	Walmart International				Consolidated				Walmart International				Consolidated
(Dollars in millions)	2016		Percent Change		2016		Percent Change		2016		Percent Change		2016		Percent Change
Total revenues:
As reported	$	29,431	-4.8	%	$	120,854	0.5	%	$	57,787	-6.0	%	$	236,758	0.7	%
Currency exchange rate fluctuations¹	2,739		N/A		2,739		N/A		6,261		N/A		6,261		N/A
Constant currency total revenues	$	32,170	4.0	%	$	123,593	2.8	%	$	64,048	4.2	%	$	243,019	3.4	%

Net sales:
As reported	$	28,621	-6.6	%	$	119,405	0.1	%	$	56,704	-6.9	%	$	234,391	0.5	%
Currency exchange rate fluctuations¹	2,688		N/A		2,688		N/A		6,186		N/A		6,186		N/A
Constant currency net sales	$	31,309	2.2	%	$	122,093	2.3	%	$	62,890	3.2	%	$	240,577	3.1	%

Operating income:
As reported	$	1,727	35.2	%	$	6,165	1.6	%	$	2,891	23.2	%	$	11,440	-2.6	%
Currency exchange rate fluctuations¹	157		N/A		157		N/A		298		N/A		298		N/A
Constant currency operating income	$	1,884	47.5	%	$	6,322	4.2	%	$	3,189	35.9	%	$	11,738	-0.1	%

¹Excludes currency exchange rate fluctuations related to acquisitions until the acquisitions are included in both comparable periods.

Comparable Sam's Club Sales Measures

The comparable club sales of the company's Sam's Club operating segment ("Sam's Club") for the 13-week and 26-week periods ended July 29, 2016 and July 31, 2015, and for the 13-week period ending Oct. 28, 2016, in each case calculated by excluding Sam's Club's fuel sales for such periods (the "Sam's Club Comparable Sales Measures"), are non-GAAP financial measures as defined by the SEC's rules. We believe the Sam's Club comparable club sales for the historical periods for which the corresponding Sam's Club Comparable Sales Measures are presented, calculated by including fuel sales, are the financial measures computed in accordance with GAAP most directly comparable to the respective Sam's Club Comparable Sales Measures.

We believe that the presentation of the Sam's Club Comparable Sales Measures provides useful information to investors regarding the company's financial condition and results of operations because that information permits investors to understand the effect of the fuel sales, which are affected by the volatility of fuel prices, on Sam's Club's comparable club sales for the periods presented.

Adjusted EPS

The adjusted diluted earnings per share from continuing operations attributable to Walmart (Adjusted EPS) for the three-month period ended July 31, 2016 is considered a non-GAAP financial measure under the SEC's rules because the Adjusted EPS excludes certain amounts not excluded in the diluted earnings per share from continuing operations attributable to Walmart calculated in accordance with GAAP (EPS) for the three-month period ended July 31, 2016. Management believes that the Adjusted EPS for the three-month period ended July 31, 2016 is a meaningful metric to share with investors because that metric, which adjusts EPS for certain items recorded in the period, is the metric that best allows comparison of the performance for the comparable period. In addition, the metric affords investors a view of what management considers Walmart's core earnings performance for the three-month period ended July 31, 2016 and also affords investors the ability to make a more informed assessment of the core earnings performance for the comparable period.

We have calculated the Adjusted EPS for the three-month period ended July 31, 2016 by adjusting the EPS for the amount of the impact of the gain of $0.14, net of tax, from the sale of Yihaodian in China.

Adjusted EPS for the three months ended July 31, 2016 is a non-GAAP financial measure. The most directly comparable financial measure calculated in accordance with GAAP is EPS for the three months ended July 31, 2016.



Adjusted EPS - Three Months Ended July 31, 2016
	Three Months Ended July 31, 2016
Diluted net income per share:

Adjusted EPS	$	1.07

Adjustment - Gain from the sale of Yihaodian in China, net of tax	0.14

EPS	$	1.21

Forecasted Adjusted EPS (Forecasted Adjusted EPS) is also considered a non-GAAP financial measure. Management believes that Forecasted Adjusted EPS for Fiscal 2017 is a meaningful metric to share with investors because that metric, which adjusts EPS for certain items recorded in the period, is the metric that best allows comparison of the expected performance for Fiscal 2017 performance to the comparable

period. In addition, the metric affords investors a view of what management is forecasting for Walmart's core earnings performance for Fiscal 2017 and also affords investors the ability to make a more informed assessment of the core earnings performance for the comparable period.

We have calculated Forecasted Adjusted EPS for Fiscal 2017 by adjusting Forecasted EPS for the amount of the impact of the gain of $0.14, net of tax, from the sale of Yihaodian in China.



Forecasted Adjusted EPS - Fiscal 2017
	Fiscal 2017
Diluted net income per share:

Forecasted Adjusted EPS	$4.15 - $4.35

Adjustment - Gain from the sale of Yihaodian in China, net of tax	$0.14

Forecasted EPS	$4.29 - $4.49

###

Wal-Mart Stores, Inc.

Safe harbor and non-GAAP measures This presentation contains statements as to Walmart management's guidance regarding earnings per share for the three months ending October 31, 2016, adjusted earnings per share and our effective tax rate for the year ending January 31, 2017, Walmart U.S.'s comparable store sales and Sam's Club's comparable club sales, excluding fuel, for the 13-week period ending October 28, 2016 and the third-party FCPA- and compliance- related expenses expected to be incurred for year ending January 31, 2017. Assumptions on which such forward-looking statements are based are also forward-looking statements. Walmart believes such statements are "forward-looking statements" as defined in, and are intended to enjoy the protection of the safe harbor for such statements provided by, the Private Securities Litigation Reform Act of 1995, as amended. Walmart's actual results may differ materially from the guidance provided as a result of changes in circumstances, assumptions not being realized or other risks, uncertainties and factors including: • 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 interest rates and commodity prices; • unemployment levels; • competitive pressures; • inflation or deflation, generally and in particular product categories; • consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels and demand for certain merchandise; • consumer enrollment in health and drug insurance programs and such programs' reimbursement rates; • the amount of Walmart's net sales denominated in the U.S. dollar and various foreign currencies; • the financial performance of Walmart and each of its segments; • Walmart's effective tax rate for the quarter ending October 31, 2016 and the factors affecting Walmart's effective tax rate, including assessments of certain tax contingencies, valuation allowances, changes in law, administrative audit outcomes, impact of discrete items and the mix of earnings between the U.S. and Walmart's international operations; • customer traffic and average ticket in Walmart's stores and clubs and on its e-commerce websites; • the mix of merchandise Walmart sells, the cost of goods it sells and the shrinkage it experiences; • the amount of Walmart's total sales and operating expenses in the various markets in which it operates; • transportation, energy and utility costs and the selling prices of gasoline and diesel fuel; • supply chain disruptions and disruptions in seasonal buying patterns; • consumer acceptance of and response to Walmart's stores, clubs, e-commerce websites, mobile apps, initiatives, programs and merchandise offerings; • cyber security events affecting Walmart and related costs; • developments in, outcomes of, and costs incurred in legal proceedings to which Walmart is a party; • casualty and accident-related costs and insurance costs; • the turnover in Walmart's workforce and labor costs, including healthcare and other benefit costs; • changes in accounting estimates or judgments; • changes in existing tax, labor and other laws and changes in tax rates, trade restrictions and tariff rates; • the level of public assistance payments; • natural disasters, public health emergencies, civil disturbances, and terrorist attacks; • Walmart's expenditures for FCPA and other compliance related costs; and • outcomes of and costs incurred in legal proceedings to which Walmart is a party. Such risks, uncertainties and factors also include the risks relating to Walmart's operations and financial performance discussed in Walmart's most recent annual report on Form 10-K filed with the SEC. You should read this presentation in conjunction with that annual report on Form 10-K and Walmart's subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K. You should consider all of the risks, uncertainties and other factors identified above and in those SEC reports carefully when evaluating the forward looking statements in this presentation. Walmart cannot assure you that the future results reflected in or implied by any such forward-looking statement will be realized or, even if substantially realized, will have the forecasted or expected consequences and effects for or on Walmart's operations or financial performance. Such forward-looking statements are made as of the date of this presentation, and Walmart undertakes no obligation to update such statements to reflect subsequent events or circumstances. This presentation includes certain non-GAAP measures as defined under SEC rules, including net sales, revenue, and operating income on a constant currency basis, Sam's Club comp sales excluding fuel, free cash flow, return on investment and adjusted earnings per share. Refer to information about the non-GAAP measures contained in this presentation. Additional information as required by Regulation G and Item 10(e) of Regulation S-K regarding non-GAAP measures can be found in our most recent Form 10-K and Form 10-Q, and our Form 8-K furnished as of the date of this presentation with the SEC, which are available at www.stock.walmart.com. 2

FY17 Q3 EPS: • $0.90 to $1.00 FY17 adjusted EPS1: • $4.15 to $4.35 13-week period:2 • +1.0 to +1.5 percent 13-week period,2 excluding fuel: • slightly positive 1 See press release located at www.stock.walmart.com and reconciliations at the end of presentation regarding non-GAAP financial measures. 2 13-week period from July 30, 2016 through October 28, 2016, compared to 13-week period ended October 30, 2015. Guidance 3 The company's guidance for adjusted earnings per share for fiscal year 2017 assumes currency exchange rates remain at today's levels. This guidance also includes an estimated dilutive impact to EPS of approximately $0.05, primarily in the fourth quarter, as a result of expected operating losses and one-time transaction expenses related to the planned acquisition of Jet.com, assuming the transaction is closed near the beginning of the fourth quarter of FY17. Also, the guidance excludes the non-cash gain of $0.14, net of tax, from the sale of Yihaodian in China to JD.com. Additionally, this updated guidance assumes that our full year effective tax rate is expected to be at the low end of our previously stated range of 31.5 to 33.5 percent. U.S.

Wal-Mart Stores, Inc. (Amounts in millions, except per share data) Q2 $ Δ1 % Δ1 YTD $ Δ1 % Δ1 Total revenue3 $120,854 $625 0.5% $236,758 $1,703 0.7% Total revenue, constant currency2,3 $123,593 $3,364 2.8% $243,019 $7,964 3.4% Net sales $119,405 $75 0.1% $234,391 $1,059 0.5% Net sales, constant currency2 $122,093 $2,763 2.3% $240,577 $7,245 3.1% Membership & other income3 $1,449 $550 61.2% $2,367 $644 37.4% Operating income3 $6,165 $96 1.6% $11,440 -$309 -2.6% Operating income, constant currency2,3 $6,322 $253 4.2% $11,738 -$11 -0.1% Interest expense, net $566 $23 4.2% $1,127 -$240 -17.6% Consolidated net income attributable to Walmart4 $3,773 $298 8.6% $6,852 $36 0.5% Diluted EPS (continuing operations)4 $1.21 $0.13 12.0% $2.18 $0.07 3.3% 1 Change versus prior year comparable period. 2 See press release located at www.stock.walmart.com and reconciliations at the end of presentation regarding non-GAAP financial measures. 3 Q2 FY17 QTD and YTD include the gain from the sale of Yihaodian, which was $535 million on a reported basis and $568 million on a constant currency basis. 4 Q2 FY17 QTD and YTD include the gain from the sale of Yihaodian, which was approximately $435 million, net of tax, or $0.14 of diluted EPS. 4

Wal-Mart Stores, Inc. Q2 bps Δ1 YTD bps Δ1 Gross profit rate 25.1% 53 bps 24.9% 56 bps Operating expenses as a percentage of net sales 21.1% 91 bps 21.0% 99 bps Effective tax rate 30.5% -368 bps 31.1% -226 bps Debt to total capitalization2 NP NP 38.3% — bps Return on investment3,4 NP NP 15.5% -70 bps 1 Basis points change versus prior year comparable period. 2 Debt to total capitalization is calculated as of July 31, 2016. Debt includes short-term borrowings, long-term debt due within one year, capital lease and financing obligations due within one year, long-term debt, and long-term capital lease and financing obligations. Total capitalization includes debt and total Walmart shareholders' equity. 3 ROI is calculated for the trailing 12 months ended July 31, 2016. 4 See reconciliations at the end of presentation regarding non-GAAP financial measures. NP - Not provided 5

(Amounts in millions) Q2 $ Δ1 % Δ1 Receivables, net $5,275 $— —% Inventories $43,453 -$1,554 -3.5% Accounts payable $39,902 $2,677 7.2% Wal-Mart Stores, Inc. 1 Change versus prior year comparable period. 6

Wal-Mart Stores, Inc. (Amounts in millions) YTD $ Δ1 Operating cash flow $14,931 $4,829 Capital expenditures $4,619 -$425 Free cash flow2 $10,312 $5,254 (Amounts in millions) Q2 % Δ1 YTD % Δ1 Dividends $1,560 -1.1% $3,133 -0.8% Share repurchases3 $2,117 111.1% $4,852 278.2% Total $3,677 42.5% $7,985 79.8% 1 Change versus prior year comparable period. 2 See press release located at www.stock.walmart.com and reconciliations at the end of presentation regarding non- GAAP financial measures. 3 $12.7 billion remaining of $20 billion authorization approved in October 2015. 7

Walmart U.S. (Amounts in millions) Q2 Δ1 YTD Δ1 Net sales $76,241 3.1% $149,536 3.7% Comparable store sales2 1.6% 10 bps 1.3% — bps • Comp traffic 1.2% -10 bps NP NP • Comp ticket 0.4% 20 bps NP NP E-commerce impact3 ~0.4% ~20 bps NP NP Neighborhood Market ~6.5% -80 bps NP NP Gross profit rate Increase 33 bps Increase 38 bps Operating expense Increase 106 bps Increase 123 bps Operating income $4,519 -6.2% $8,751 -7.5% 1 Change versus prior year comparable period. 2 Comp sales are on a 13-week and 26-week basis for the periods ended July 29, 2016 for Q2 and YTD, respectively. 3 The company's e-commerce sales impact includes those sales initiated through the company's websites and fulfilled through the company's dedicated e-commerce distribution facilities, as well as an estimate for sales initiated online but fulfilled through the company's stores and clubs. NP - Not provided 8

Walmart U.S. - financial highlights 9 Sales • Net sales increased 3.1%, or approximately $2.3 billion. • Comp sales increased 1.6% led by comp traffic of 1.2%. The 2-year stack basis comp sales is 3.1%. • Market food deflation negatively impacted food comps by approximately 100 basis points. The impact to overall segment comp was similar to Q1. • Strong results in home, toys, sporting goods and OTC. Gross Margin • Gross margin increased 33 basis points with improved margin rates in food and consumables a contributing factor. • Gross margin also benefitted from an improvement in cost of goods due to savings in procuring merchandise, lower transportation expense as a result of lower fuel costs, and some improvements in shrink. • Gross margin benefits were somewhat offset by the implementation of the multi-year strategy of incremental price investments. Expenses • As expected, expenses increased primarily as a result of the associate wage rate increases in February and investments in technology. Inventory • Total inventory declined 2.9%, and comp store inventory declined by 6.5%, while in-stock levels improved. Format growth • Net openings of 22 Supercenters (including conversions and relocations) and 15 Neighborhood Markets. • Expanded online grocery to more than 60 markets and nearly 400 locations.

Walmart U.S. - merchandise highlights Category Comp Comments Grocery1 + low single-digit Strong traffic in food and consumables was partially offset by 100 bps of market food deflation versus last year (impact to segment comp was similar to Q1). Consumables growth from improved assortment in beauty and cosmetics as well as new product innovation in pets. Health & wellness + mid single-digit Branded drug inflation and pharmacy script growth drove increasedsales as well as stronger OTC due in part to better in-stock levels. General merchandise2 + low single-digit Apparel sales growth due to a focus on basics across both seasonal and the base apparel business while the home and toys categories benefited from licensed brands and improved in-stock. Strength in sporting goods was driven by new product innovation. Entertainment sales were soft, but in-line with Q1 performance. Overall, our continued focus on inventory management is improving in-stock levels and allowing more space for seasonally-relevant items. 1 Includes food and consumables. 2 In order to align with how we manage the business, general merchandise now includes entertainment, toys, hardlines, apparel and home/seasonal. 10

Walmart International 1 (Amounts in millions) Reported Constant currency1 Reported Constant currency1 Q2 Δ2 Q2 Δ2 YTD Δ2 YTD Δ2 Net sales $28,621 -6.6% $31,309 2.2% $56,704 -6.9% $62,890 3.2% Gross profit rate Increase 45 bps NP NP Increase 58 bps NP NP Operating income3 $1,727 35.2% $1,884 47.5% $2,891 23.2% $3,189 35.9% 1 See press release located at www.stock.walmart.com and reconciliations at the end of presentation regarding non-GAAP financial measures. 2 Change versus prior year period. 3 Q2 FY17 QTD and YTD include the gain from the sale of Yihaodian, which was $535 million on a reported basis and $568 million on a constant currency basis. NP - Not provided 11

Walmart International - financial highlights 12 Sales • Nine of 11 markets had positive comp sales. Six of 11 markets had comp sales greater than 4 percent. • Walmex continues to deliver strong results. • Currency exchange rate fluctuations negatively impacted net sales by $2.7 billion. Operating income • The gain from the sale of Yihaodian represented a benefit to operating income of $535 million on a reported basis and $568 million on a constant currency basis. • Excluding the gain, operating income increased 3.1 percent on a constant currency basis driven by higher sales, gross profit rate improvement and targeted cost reduction initiatives. Inventory • Inventory continues to be an area of focus. On a constant currency basis, inventory grew faster than sales in the quarter.

Walmart International - key markets 1 Results are on a constant currency basis. Net sales and comp sales are presented on a nominal, calendar basis. 2 E-commerce results included for the United Kingdom, Walmex and Canada. E-commerce results for Brazil and China are not included in the table. The gain from our Yihaodian sale is included in China e-commerce, and is not included in the table. 3 Change versus prior year comparable period. 4 Comp sales for the United Kingdom are presented excluding fuel. 5 Walmex includes the consolidated results of Mexico and Central America. 6 Walmex operating income increase is calculated excluding the gain from the sale of bank operations last year. Country1,2 Comp3 Net sales3 Gross profit rate3 Operating income3Sales Traffic Ticket United Kingdom4 -7.5% -6.0% -1.5% -5.0% Increase Decrease Walmex5 7.3% 0.7% 6.6% 8.3% Increase Increase63¹ Canada 1.1% 0.5% 0.6% 2.9% Increase Increase Brazil 4.7% -3.5% 8.2% -0.4% Decrease Increase China -0.5% -5.5% 5.0% 2.3% Decrease Decrease 13

Walmart International - key market highlights 14 Walmex • Strong sales momentum for Walmex continued across all formats, divisions, countries and regions. Growth in comp sales significantly outpaced the rest of the self-service market, according to ANTAD. • In Mexico, consumption continues to be favorable, and we are executing with consistency and delivering on each format’s value proposition. • Sam's Club delivered solid member base growth during the quarter, reflecting the improvements achieved in driving value to the membership. This was achieved through a unique and attractive product proposition for business and advantage members. • In e-commerce, we achieved good sales growth during the third edition of Mexico's "Hot Sale," with a great online proposition in more than 20 categories, supported by the improved Walmart general merchandise and Superama mobile apps.

Walmart International - key market highlights (cont.) 15 U.K. • Significant, structural shifts driven by growth in hard discounters and intense price competition led to continued food deflation across the market. • U.K. management remains focused on improving retail basics through delivery of Project Renewal; strengthening the customer offer both online and offline through price & quality improvements, simplifying the assortment and driving stronger availability through improved operational discipline. • Project Renewal activity is backed up by programs to drive operating cost and cost of goods savings. Canada • Comp sales were positive for the ninth consecutive quarter, benefiting from continued price investments and improvements in operational standards. • Walmart Canada gained 60 basis points of market share in food and consumables and health & wellness for the 12-week period ended July 23rd, according to Nielsen. • E-commerce continues to grow, and the expansion of online grocery to the Toronto metro area is performing well. • The business drove cost reductions through our cost analytics program, which, together with store productivity improvement, continued to fuel price improvements. • Inventory levels continue to decrease, improving efficiency from a store and labor perspective.

Walmart International - key market highlights (cont.) China • Comp sales declined due to a combination of deep discounting by online competitors during sales events and unfavorable weather. • New stores continue to improve performance, and, according to Nielsen, we continued to gain market share in the hypermarket sector. • "We Operate for Less" initiatives continued to deliver results. Through store and DC productivity improvements, expenses grew at a slower rate than sales on a constant currency basis. • The strategic alliance with JD.com announced in June will enable us to better serve consumers through a powerful combination of e-commerce and retail. Brazil • The economic environment continues to be challenging with negative GDP and high inflation. • Strong performance in the wholesale business continued with a double digit comp sales increase. • The business completed the systems integration which now allows all banners to operate under a single financial system. This will provide better visibility to business outcomes, improved alignment of marketing efforts and further enhance our compliance programs. 16

Sam's Club (Amounts in millions) Without fuel1 With fuel Without fuel1 With fuel Q2 Δ2 Q2 Δ2 YTD Δ2 YTD Δ2 Net sales $13,449 0.4% $14,543 -1.3% $26,176 1.6% $28,151 -0.2% Comparable club sales3 0.6% -70 bps -1.2% 110 bps 0.3% -60 bps -1.5% 150 bps • Comp traffic -0.4% -90 bps NP NP NP NP NP NP • Comp ticket 1.0% 20 bps NP NP NP NP NP NP E-commerce impact4 ~0.6% ~ 0 bps NP NP NP NP NP NP Gross profit rate Increase 79 bps Increase 99 bps Increase 49 bps Increase 76 bps Membership income NP 2.9% NP NP NP 3.4% NP NP Operating income $454 7.8% $472 10.3% $862 0.6% $885 3.5% 1 See press release located at www.stock.walmart.com and reconciliations at the end of presentation regarding non-GAAP financial measures. 2 Change versus prior year comparable period. 3 Comp sales are on a 13-week and 26-week basis for the periods ended July 29, 2016 for Q2 and YTD, respectively. 4 The company's e-commerce sales impact includes those sales initiated through the company's websites and fulfilled through the company's dedicated e-commerce distribution facilities, as well as an estimate for sales initiated online but fulfilled through the company's stores and clubs. NP - Not provided 17

Sam's Club - financial highlights 18 Sales • Comp sales1 for the period increased 0.6%, slightly ahead of expectations. • Market deflation accelerated from Q1 and impacted comp sales, primarily in food, by approximately 100 basis points. • E-commerce sales contributed approximately 60 basis points to comp sales. • Club pick-up and the direct to home businesses continue to have strong results. • The Scan & Go program, emphasizing even more member value with the added convenience factor, has expanded to approximately 240 clubs, and a nation-wide roll-out is scheduled to be complete by the end of this year. Gross Margin • Excluding fuel, gross profit rate increased 79 basis points primarily due to improved margin rates in home and apparel and in grocery; partially offset by investments in price and in the cash rewards program. Expenses • Operating expenses deleveraged during the quarter, as expected. Sam’s continues to make strategic investments in people and technology. Membership Income • Membership income increased 2.9% during the quarter. Plus member counts increased, along with Plus penetration rates. Inventory • Comp inventory was essentially flat in the period as segment inventory declined by 50 basis points. 1 Excluding fuel. See press release located at www.stock.walmart.com and reconciliations at the end of presentation regarding non-GAAP financial measures.

Sam's Club - category highlights 19 Category Comp Comments Fresh / Freezer / Cooler - low single-digit Commodity deflation continued to pressure results in fresh meat and dairy categories. Assortment changes in frozen foods negatively impacted sales. Produce again delivered positive results on item availability and strong promotional performance. Grocery and beverage relatively flat Water, sports drinks, and snacks generated strong results from new item introductions. Thisstrength was offset by weakness in candy, oil/rice, canned protein, and baking. Consumables + low single-digit Paper goods, laundry, and health & beauty drove positive sales increases through continued strength in the private brand portfolio combined with new and exclusive items in subcategories such as skin care, sun care and fabric enhancers. Home and apparel + low single-digit Apparel delivered consistently strong performance in areas such as children’s and ladies’. Toys & recreation, homelines and seasonal hardware delivered positive results on strong item merchandising. Planned reductions in outdoor living inventory levels pressured top line sales performance. Technology, office and entertainment - mid single-digit Softer than expected results in the TV category due to weakness of new item launches. The planned exit of movies/music categories as well as continued industry headwinds in wireless pressured sales. Connected home and wearable devices performed well on strong assortment, which capitalized on current trends. Health and wellness + mid single-digit Free/4/10 Plus benefit program continued to drive positive momentum in generic script counts. The protein category posted double digit growth due to aggressive pricing on top SKUs. Private brand items also up double digit across the OTC area.

Third-party FCPA- and compliance-related expenses Q2 YTD (Amounts in millions) FY17 FY16 FY17 FY16 Ongoing inquiries and investigations $23 $23 $44 $48 Global compliance program and organizational enhancements 5 7 9 15 Total $28 $30 $53 $63 • In fiscal year 2017, we expect our third party FCPA- and compliance-related expenses to range between $100 and $120 million. These are included in our Corporate and support expenses. 20

Non-GAAP measures - ROI Management believes return on investment (ROI) is a meaningful metric to share with investors because it helps investors assess how effectively Walmart is deploying its assets. Trends in ROI can fluctuate over time as management balances long-term potential strategic initiatives with possible short-term impacts. ROI was 15.5 percent and 16.2 percent for the trailing 12 months ended July 31, 2016 and 2015, respectively. The decline in ROI was primarily due to our decrease in operating income. We define ROI as adjusted operating income (operating income plus interest income, depreciation and amortization, and rent expense) for the trailing 12 months divided by average invested capital during that period. We consider average invested capital to be the average of our beginning and ending total assets, plus average accumulated depreciation and average amortization, less average accounts payable and average accrued liabilities for that period, plus a rent factor equal to the rent for the fiscal year or trailing 12 months multiplied by a factor of 8. When we have discontinued operations, we exclude the impact of the discontinued operations. Our calculation of ROI is considered a non-GAAP financial measure because we calculate ROI using financial measures that exclude and include amounts that are included and excluded in the most directly comparable GAAP financial measure. For example, we exclude the impact of depreciation and amortization from our reported operating income in calculating the numerator of our calculation of ROI. In addition, we include a factor of 8 for rent expense that estimates the hypothetical capitalization of our operating leases. We consider return on assets (ROA) to be the financial measure computed in accordance with generally accepted accounting principles (GAAP) most directly comparable to our calculation of ROI. ROI differs from ROA (which is consolidated net income for the period divided by average total assets for the period) because ROI: adjusts operating income to exclude certain expense items and adds interest income; adjusts total assets for the impact of accumulated depreciation and amortization, accounts payable and accrued liabilities; and incorporates a factor of rent to arrive at total invested capital. Because of the adjustments mentioned above, we believe ROI more accurately measures how we are deploying our key assets and is more meaningful to investors than ROA. Although ROI is a standard financial metric, numerous methods exist for calculating a company's ROI. As a result, the method used by management to calculate our ROI may differ from the methods used by other companies to calculate their ROI. 21

Non-GAAP measures - ROI cont. The calculation of ROI, along with a reconciliation to the calculation of ROA, the most comparable GAAP financial measure, is as follows: Wal-Mart Stores, Inc. Return on Investment and Return on Assets Trailing Twelve Months Ended Trailing Twelve Months Ended July 31, July 31, (Dollars in millions) 2016 2015 (Dollars in millions) 2016 2015 CALCULATION OF RETURN ON INVESTMENT CALCULATION OF RETURN ON ASSETS Numerator Numerator Operating income $ 23,796 $ 25,963 Consolidated net income $ 15,267 $ 15,932 + Interest income 83 100 Denominator + Depreciation and amortization 9,701 9,304 Average total assets1 $ 198,253 $ 201,191 + Rent 2,453 2,755 Return on assets (ROA) 7.7% 7.9% Adjusted operating income $ 36,033 $ 38,122 As of July 31, Denominator Certain Balance Sheet Data 2016 2015 2014 Average total assets1 $ 198,253 $ 201,191 Total assets $ 197,886 $ 198,620 $ 203,762 + Average accumulated depreciation and amortization1 72,156 67,192 Accumulated depreciation and amortization 74,730 69,582 64,801 - Average accounts payable1 38,564 37,027 Accounts payable 39,902 37,225 36,828 - Average accrued liabilities1 18,971 18,264 Accrued liabilities 19,651 18,290 18,237 + Rent x 8 19,624 22,040 Average invested capital $ 232,498 $ 235,132 Return on investment (ROI) 15.5% 16.2% 1 The average is based on the addition of the account balance at the end of the current period to the account balance at the end of the prior period and dividing by 2. 22

Non-GAAP measures - free cash flow We define free cash flow as net cash provided by operating activities in a period minus payments for property and equipment made in that period. Free cash flow was $10.3 billion and $5.1 billion for the six months ended July 31, 2016 and 2015, respectively. The increase in free cash flow was primarily due to improved working capital management, including significant inventory improvement, and timing of payments. Free cash flow is considered a non-GAAP financial measure. Management believes, however, that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating the company's financial performance. Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. Additionally, Walmart's definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to our Consolidated Statements of Cash Flows. The following table sets forth a reconciliation of free cash flow, a non-GAAP financial measure, to net cash provided by operating activities, which we believe to be the GAAP financial measure most directly comparable to free cash flow, as well as information regarding net cash used in investing activities and net cash used in financing activities. Six Months Ended July 31, (Dollars in millions) 2016 2015 Net cash provided by operating activities $ 14,931 $ 10,102 Payments for property and equipment (capital expenditures) -4,619 -5,044 Free cash flow $ 10,312 $ 5,058 Net cash used in investing activities1 $ -4,416 $ -4,602 Net cash used in financing activities $ -11,214 $ -8,774 1 "Net cash used in investing activities" includes payments for property and equipment, which is also included in our computation of free cash flow. 23

1 Excludes currency exchange rate fluctuations related to acquisitions until the acquisitions are included in both comparable periods. Non-GAAP measures - constant currency The term "currency exchange rates" refers to the currency exchange rates we use to convert the operating results for all countries where the functional currency is not the U.S. dollar into U.S. dollars. We calculate the effect of changes in currency exchange rates as the difference between current period activity translated using the current period's currency exchange rates, and the comparable prior year period's currency exchange rates. We refer to the results of the calculation as the impact of currency exchange rate fluctuations. When we report constant currency operating results, we are reporting operating results without the impact of currency exchange rate fluctuations and without the impact of acquisitions, if any, until the acquisitions are included in both comparable periods. The disclosure of constant currency amounts or results permits investors to understand better Walmart's underlying performance without the effects of currency exchange rate fluctuations or acquisitions. The table below reflects the calculation of constant currency for total revenues, net sales and operating income for the three and six months ended July 31, 2016. Three Months Ended July 31, Six Months Ended July 31, Walmart International Consolidated Walmart International Consolidated (Dollars in millions) 2016 PercentChange 2016 Percent Change 2016 Percent Change 2016 Percent Change Total revenues: As reported $ 29,431 -4.8% $ 120,854 0.5% $ 57,787 -6.0% $ 236,758 0.7% Currency exchange rate fluctuations1 2,739 N/A 2,739 N/A 6,261 N/A 6,261 N/A Constant currency total revenues $ 32,170 4.0% $ 123,593 2.8% $ 64,048 4.2% $ 243,019 3.4% Net sales: As reported $ 28,621 -6.6% $ 119,405 0.1% $ 56,704 -6.9% $ 234,391 0.5% Currency exchange rate fluctuations1 2,688 N/A 2,688 N/A 6,186 N/A 6,186 N/A Constant currency net sales $ 31,309 2.2% $ 122,093 2.3% $ 62,890 3.2% $ 240,577 3.1% Operating income: As reported $ 1,727 35.2% $ 6,165 1.6% $ 2,891 23.2% $ 11,440 -2.6% Currency exchange rate fluctuations1 157 N/A 157 N/A 298 N/A 298 N/A Constant currency operating income $ 1,884 47.5% $ 6,322 4.2% $ 3,189 35.9% $ 11,738 -0.1% 24

Non-GAAP measures - fuel impact The net sales and operating income of Sam's Club for the quarter ended July 31, 2016, the percentage changes in those financial measures from the prior year period, Sam’s Club’s comparable club sales for the 13-week and 26-week periods ended July 29, 2016 and Sam's Club's projected comparable club sales for the 13-week period ending October 28, 2016, in each case calculated by excluding Sam's Club's fuel sales for such periods, are non-GAAP financial measures. We believe the Sam's Club net sales and operating income for the quarter ended July 31, 2016, the percentage changes in those financial measures from the prior year period, Sam’s Club’s comparable club sales for the 13-week and 26-week periods ended July 29, 2016, and Sam’s Club’s projected comparable club sales for the 13-week period ending October 28, 2016, in each case calculated by including Sam’s Club’s fuel sales for such period, are, respectively, the financial measures computed in accordance with GAAP most directly comparable to the non-GAAP financial measures described above. We believe that the presentation of the non-GAAP financial measures with respect to Sam’s Club described above provides useful information to investors regarding Walmart’s financial condition and results of operations because that information permits investors to understand the effect of the fuel sales of Sam's Club, which are affected by the volatility of fuel prices, on Sam's Club's net sales and operating income and on Sam’s Club’s comparable club sales for the periods presented. 25

Non-GAAP measures - fuel impact cont. The table below reflects the calculation of the fuel impact for net sales and operating income for the three and six months ended July 31, 2016 and 2015. Three Months Ended July 31, Six Months Ended July 31, (Dollars in millions) 2016 2015 Percent Change 2016 2015 Percent Change Sam's Club Net Sales: Excluding Fuel $ 13,449 $ 13,395 0.4% $ 26,176 $ 25,758 1.6% Fuel Impact 1,094 1,339 N/A 1,975 2,455 N/A As Reported $ 14,543 $ 14,734 -1.3% $ 28,151 $ 28,213 -0.2% Operating Income: Excluding Fuel $ 454 $ 421 7.8% $ 862 $ 857 0.6% Fuel Impact 18 7 N/A 23 -2 N/A As Reported $ 472 $ 428 10.3% $ 885 $ 855 3.5% The table below reflects the fuel impact for comparable club sales for the 13 weeks and 26 weeks ended July 29, 2016 and July 31, 2015. Without Fuel With Fuel Fuel Impact 13 Weeks Ended 13 Weeks Ended 13 Weeks Ended 7/29/2016 7/31/2015 7/29/2016 7/31/2015 7/29/2016 7/31/2015 Sam's Club 0.6% 1.3% -1.2% -2.3% -1.8% -3.6% 26 Weeks Ended 26 Weeks Ended 26 Weeks Ended 7/29/2016 7/31/2015 7/29/2016 7/31/2015 7/29/2016 7/31/2015 Sam's Club 0.3% 0.9% -1.5% -3.0% -1.8% -3.9% 26

Non-GAAP measures - adjusted EPS The adjusted diluted earnings per share from continuing operations attributable to Walmart (Adjusted EPS) for the three-month period ended July 31, 2016 is considered a non- GAAP financial measure under the SEC's rules because the Adjusted EPS excludes certain amounts not excluded in the diluted earnings per share from continuing operations attributable to Walmart calculated in accordance with GAAP (EPS) for the three-month period ended July 31, 2016. Management believes that the Adjusted EPS for the three- month period ended July 31, 2016 is a meaningful metric to share with investors because that metric, which adjusts EPS for certain items recorded in the period, is the metric that best allows comparison of the performance for the comparable period. In addition, the metric affords investors a view of what management considers Walmart's core earnings performance for the three-month period ended July 31, 2016 and also affords investors the ability to make a more informed assessment of the core earnings performance for the comparable period. We have calculated the Adjusted EPS for the three-month period ended July 31, 2016 by adjusting the EPS for the amount of the impact of the gain of $0.14, net of tax, from the sale of Yihaodian in China. Adjusted EPS for the three months ended July 31, 2016 is a non-GAAP financial measure. The most directly comparable financial measure calculated in accordance with GAAP is EPS for the three months ended July 31, 2016. 27 Adjusted EPS - Three Months Ended July 31, 2016 Three Months Ended July 31, 2016 Diluted net income per share: Adjusted EPS $1.07 Adjustment - Gain from the sale of Yihaodian in China, net of tax $0.14 EPS $1.21

Non-GAAP measures - adjusted EPS cont. Forecasted Adjusted EPS (Forecasted Adjusted EPS) is also considered a non-GAAP financial measure. Management believes that Forecasted Adjusted EPS for Fiscal 2017 is a meaningful metric to share with investors because that metric, which adjusts EPS for certain items recorded in the period, is the metric that best allows comparison of the expected performance for Fiscal 2017 to the performance for the comparable period. In addition, the metric affords investors a view of what management is forecasting for Walmart's core earnings performance for Fiscal 2017 and also affords investors the ability to make a more informed assessment of the core earnings performance for the comparable period. We have calculated Forecasted Adjusted EPS for Fiscal 2017 by adjusting Forecasted EPS for the amount of the impact of the gain of $0.14, net of tax, from the sale of Yihaodian in China. 28 Forecasted Adjusted EPS - Fiscal 2017 Fiscal 2017 Diluted net income per share: Forecasted Adjusted EPS $4.15 - $4.35 Adjustment - Gain from the sale of Yihaodian in China, net of tax $0.14 Forecasted EPS $4.29 - $4.49

• Additional information related to reconciliations for our non-GAAP financial measures (ROI, free cash flow, constant currency, Sam’s Club comparable measures, and Adjusted EPS) • Unit counts & square footage • Comparable store sales • Terminology • FY 17 earnings dates Additional resources at stock.walmart.com 29

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Form 8-K WAL MART STORES INC For: Aug 18

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