Shareholders' Equity

Share-Based Compensation

The Company has awarded share-based compensation to associates and nonemployee directors of the Company. The compensation expense recognized for all plans was $626 million, $596 million and $448 million for fiscal 2018, 2017 and 2016, respectively. Share-based compensation expense is generally included in operating, selling, general and administrative expenses in the Company's Consolidated Statements of Income. The total income tax benefit recognized for share-based compensation was $150 million, $212 million and $151 million for fiscal 2018, 2017 and 2016, respectively. The following table summarizes the Company's share-based compensation expense by award type:



	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

The Walmart Inc. Stock Incentive Plan of 2015 (the "Plan"), as amended and restated effective February 23, 2016, and as amended further as of February 1, 2017, and as renamed on February 1, 2018, was established to grant stock options, restricted (non-vested) stock, performance share units and other equity compensation awards for which 210 million shares of Walmart common stock issued or to be issued under the Plan have been registered under the Securities Act of 1933, as amended. The Company believes that such awards serve to align the interests of its associates with those of its shareholders.

The Plan's award types are summarized as follows:

•

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.

In addition to the Plan, the Company's subsidiary in the United Kingdom has stock option plans for certain colleagues which generally vest over three years. The stock option share-based compensation expense is included in the Other line in the table above.

The following table shows the activity for restricted stock and performance share units and restricted stock units during fiscal 2018:



	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.

The following table includes additional information related to restricted stock and performance share units and restricted stock 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

Share Repurchase Program

From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors. All repurchases made during the fiscal year prior to November 20, 2017 were made under the plan in effect at the beginning of fiscal 2018. On October 9, 2017, the Board of Directors approved a new $20.0 billion share repurchase program which, beginning on November 20, 2017, replaced the previous share repurchase program. As of January 31, 2018, authorization for $18.8 billion of share repurchases remained under the current share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status.

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



	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