Our Website and Availability of SEC Reports and Other Information

Our corporate website is located at www.stock.walmart.com. We file with or furnish to the SEC Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports, proxy statements and annual reports to shareholders, and, from time to time, other documents. The reports and other documents filed with or furnished to the SEC are available to investors on or through our corporate website free of charge as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that file electronically with the SEC. The address of that website is www.sec.gov. In addition, the public may read and copy any of the materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings, our ~~Code of Ethics~~Reporting Protocols for ~~our CEO and~~ Senior Financial Officers and our ~~Statement~~Code of ~~Ethics~~Conduct can be found on our website at www.stock.walmart.com. These documents are available in print to any shareholder who requests a copy by writing or calling our Investor Relations Department, which is located at our principal offices.

A description of any substantive amendment or waiver of Walmart's ~~Code of Ethics~~Reporting Protocols for ~~the CEO and~~ Senior Financial Officers or our ~~Statement~~Code of ~~Ethics~~Conduct for our chief executive officer, our chief financial officer and our controller, who is our principal accounting officer, will be disclosed on our website at www.stock.walmart.com under the Corporate Governance section. Any such description will be located on our website for a period of 12 months following the amendment or waiver.



ITEM 1A.			RISK FACTORS

The risks described below could, in ways we may or may not be able to accurately predict, materially and adversely affect our business, results of operations, financial ~~condition~~position and liquidity. Our business operations could also be affected by additional factors that apply to all companies operating in the U.S. and globally. The following risk factors do not identify all risks that we may face.

Strategic Risks

Failure to successfully execute our omni-channel strategy and the cost of our investments in eCommerce and technology may materially adversely affect our market position, net sales and financial performance.

The retail business continues to rapidly evolve and consumers increasingly embrace digital shopping. As a result, the portion of total consumer expenditures with retailers and wholesale clubs occurring through digital platforms is increasing and the pace of this increase could continue to accelerate.

Our strategy, which includes investments in eCommerce, technology, acquisitions, joint ventures, store remodels and other customer initiatives, may not adequately or effectively allow us to continue to grow our eCommerce business, increase comparable store sales, maintain or grow our overall market position or otherwise offset the impact on the growth of our business of a moderated pace of new store and club openings. The success of this strategy will depend in large measure on our ability to continue building and delivering a seamless omni-channel shopping experience for our customers and is further subject to the related risks discussed in this Item 1A. Failure to successfully execute this strategy may adversely affect our market position, net sales and financial performance which could also result in impairment charges to intangible assets or other long-lived assets. In addition, a greater concentration of eCommerce sales, including increasing online grocery sales, could result in a reduction in the amount of traffic in our stores and clubs, which would, in turn, reduce the opportunities for cross-store or cross-club sales of merchandise that such traffic creates and could reduce our sales within our stores and clubs and materially adversely affect our financial performance.

Furthermore, the cost of certain eCommerce and technology investments, including any operating losses incurred, will adversely impact our financial performance in the short-term and failure to realize the benefits of these investments may adversely impact our financial performance over the longer term.

If we do not timely identify or effectively respond to consumer trends or preferences, it could negatively affect our relationship with our customers, demand for the products and services we sell, our market share and the growth of our business.

It is difficult to predict consistently and successfully the products and services our customers will demand and changes in their shopping patterns. The success of our business depends in part on how accurately we predict consumer demand, availability of merchandise, the related impact on the demand for existing products and the competitive environment. Price transparency, assortment of products, customer experience, convenience, ease and the speed and cost of shipping are of primary importance to customers and continue to increase in importance, particularly as a result of digital tools and social media available to consumers and the choices available to consumers for purchasing products. Our failure to adequately or effectively respond to changing consumer tastes, preferences (including those related to sustainability) and shopping patterns, or any other failure on our part to timely identify or effectively respond to changing consumer tastes, preferences and shopping patterns could negatively affect our reputation and relationship with our customers, the demand for the products we sell or services we offer, our market share and the growth of our business.

We face strong competition from other retailers and wholesale club operators which could materially adversely affect our financial performance.

Each of our segments competes for customers, employees, digital prominence, products and services and in other important aspects of its business with many other local, regional, national and global physical, eCommerce and omni-channel retailers, wholesale club operators and retail intermediaries.

We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise selection and availability, services offered to customers, location, store hours, in-store amenities, the shopping convenience and overall shopping experience we offer, the attractiveness and ease of use of our digital platforms, cost and speed of and options for delivery to customers of merchandise purchased through our digital platforms or through our omni-channel integration of our physical and digital operations.

A failure to respond effectively to competitive pressures and changes in the retail markets or delays or failure in execution of our strategy could materially adversely affect our financial performance. See "Item 1. Business" above for additional discussion of the competitive situation of each of our reportable segments.

Certain segments of the retail industry are undergoing consolidation or substantially reducing operations, whether due to bankruptcy, consolidation or other factors. Such consolidation, or other business combinations or alliances, or reduction in operation may result in competitors with greatly improved financial resources, improved access to merchandise, greater market penetration than they previously enjoyed and other improvements in their competitive positions. Such business combinations or alliances could result in the provision of a wider variety of products and services at competitive prices by such consolidated or aligned companies, which could adversely affect our financial performance.

General or macro-economic factors, both domestically and internationally, may materially adversely affect our financial performance.

General economic conditions and other economic factors, globally or in one or more of the markets we serve, may adversely affect our financial performance. Higher interest rates, lower or higher prices of petroleum products, including crude oil, natural gas, gasoline, and diesel fuel, higher costs for electricity and other energy, weakness in the housing market, inflation, deflation, increased costs of essential services, such as medical care and utilities, higher levels of unemployment, decreases in consumer disposable income, unavailability of consumer credit, higher consumer debt levels, changes in consumer spending and shopping patterns, fluctuations in currency exchange rates, higher tax rates, imposition of new taxes or other changes in tax laws, changes in healthcare laws, other regulatory changes, the imposition of tariffs or other measures that create barriers to or increase the costs associated with international trade, overall economic slowdown or recession and other economic factors in the U.S. or in any of the other markets in which we operate could adversely affect consumer demand for the products we sell in the U.S. or such other markets, change the mix of products we sell to one with a lower average gross margin, cause a slowdown in discretionary purchases of goods, adversely affect our net sales and result in slower inventory turnover and greater markdowns of inventory, or otherwise materially adversely affect our operations and operating ~~results.~~results and could result in impairment charges to intangible assets, goodwill or other long-lived assets.

In addition, the economic factors listed above, any other economic factors or circumstances resulting in higher transportation, labor, insurance or healthcare costs or commodity prices, and other economic factors in the U.S. and other countries in which we operate can increase our cost of sales and operating, selling, general and administrative expenses and otherwise materially adversely affect our operations and operating results.

The economic factors that affect our operations may also adversely affect the operations of our suppliers, which can result in an increase in the cost to us of the goods we sell to our customers or, in more extreme cases, in certain suppliers not producing goods in the volume typically available to us for sale.

~~We face strong competition from~~The performance of strategic alliances and other ~~retailers and wholesale club operators (whether through physical retail, digital retail or~~business relationships to support the ~~integration~~expansion of ~~both), which~~our business could materially adversely affect our financial performance.

Each of our segments competes for customers, employees, store and club sites, digital prominence, products and services and in other important aspects of its business with many other local, regional, national and global physical and digital retailers, wholesale club operators and retail intermediaries.

Our Walmart U.S. segment competes with both physical retailers operating discount, department, retail and wholesale grocers, drug, dollar, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, and digital retailers, as well as catalog businesses. Our Sam's Club segment competes with other wholesale club operators, as well as discount retailers, retail and wholesale grocers, general merchandise wholesalers and distributors, gasoline stations, as well as digital retailers and catalog businesses.

Our Walmart International segment competes with both physical retailers who operate department, drug, discount, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, wholesale clubs, home-improvement stores, specialty electronics stores, cash & carry operations and convenience stores, and digital retailers, as well as catalog businesses.

We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise selection and availability, services offered to customers, location, store hours, in-store amenities, the shopping convenience and overall shopping experience we offer, the attractiveness and ease of use of our digital platforms, cost and speed of and options for delivery to customers of merchandise purchased through our digital platforms or through the ~~omni-channel integration of~~ ~~our~~ ~~physical and digital retail~~ ~~operations.~~

A failure to respond effectively to competitive pressures and changes in the retail markets or delays or failure in execution of our strategy could materially adversely affect our financial performance. See "~~Item 1. Business" above for additional discussion of the competitive situation of each of our reportable segments.~~

Certain segments of the retail industry are undergoing consolidation, which could result in increased competition and significantly alter the dynamics of the retail marketplace. Such consolidation, or other business combinations or alliances, may result in competitors with greatly improved financial resources, improved access to merchandise, greater market penetration than they previously enjoyed and other improvements in their competitive positions. Such business combinations or alliances could result in the provision of a wider variety of products and services at competitive prices by such consolidated or aligned companies, which could adversely affect our financial performance.

We may not timely identify or effectively respond to consumer trends or preferences, which could negatively affect our relationship with our customers, demand for the products and services we sell, our market share and the growth of our business.

It is difficult to predict consistently and successfully the products and services our customers will demand and changes in their shopping patterns. The success of our business depends in part on how accurately we predict consumer demand, availability of merchandise, the related impact on the demand for existing products and the competitive environment, whether for customers purchasing products at our stores and clubs, through our digital platforms or through the combination of both. Price transparency, assortment of products, customer experience, convenience and the speed and cost of shipping are of primary importance to customers and continue to increase in importance, particularly as a result of digital tools and social media available to consumers and the choices available to consumers for purchasing products. Our failure to adequately or effectively respond to changing consumer tastes, preferences and shopping patterns, or any other failure on our part to timely identify or effectively respond to changing consumer tastes, preferences and shopping patterns could negatively affect our relationship with our customers, the demand for the products we sell, our market share and the growth of our business.

Failure to grow our eCommerce business through the omni-channel integration of physical and digital retail or otherwise, and the cost of our increasing eCommerce investments, may materially adversely affect our market position, net sales and financial performance.

The retail business is rapidly evolving and consumers are increasingly embracing shopping online and through mobile commerce applications. As a result, the portion of total consumer expenditures with retailers and wholesale clubs occurring through digital platforms is increasing and the pace of this increase could accelerate.

Our strategy, which includes investments in eCommerce, technology, store remodels and other customer initiatives may not adequately or effectively allow us to grow our eCommerce business, increase comparable store sales, maintain or grow our overall market position or otherwise offset the impact on the growth of our business of a moderated pace of new store and club openings. The success of this strategy will depend in large measure on our ability to build and deliver a seamless omni-channel shopping experience and is further subject to the risks we face as outlined in this ~~Item 1A~~. As a result, our market position, net sales and financial performance could be adversely affected. In addition, a greater concentration of eCommerce sales could result in a reduction in the amount of traffic in our stores and clubs, which would, in turn, reduce the opportunities for cross-store or cross-club sales of merchandise that such traffic creates and could reduce our sales within our stores and clubs and materially adversely affect the financial performance of the physical retail side of our operations.

Furthermore, the cost of certain eCommerce and technology investments, including any operating losses incurred by acquired eCommerce businesses will adversely impact our financial performance in the short-term and may adversely impact our financial performance over the longer term.

~~The performance of strategic alliances to support the expansion of our Walmart International segment could materially adversely affect our financial performance.~~

~~Our Walmart International segment~~ may enter into strategic alliances and other business relationships in the countries in which we have existing operations or in other markets to expand our ~~digital retail operations, physical retail operations or both. Any strategic alliance~~business. These arrangements may not generate the level of ~~eCommerce or other~~ sales we anticipate when entering into ~~that alliance~~the arrangement or may otherwise adversely impact our

business and competitive position relative to the results we could have achieved in the absence of such alliance. In addition, any investment we make in connection with a strategic alliance, business relationship or in certain of our recently divested markets, could materially adversely affect our financial performance.

Operational Risks

The impact of the COVID-19 pandemic on our business, financial position and results of operations is in many respects unpredictable, and we may be unable to sustain our revenue growth rate in the future.

The continuing impacts of the COVID-19 pandemic are highly unpredictable and volatile, with varying impacts on certain business operations, demand for our products and services, in-stock positions, costs of doing business, access to inventory, supply chain operations, our ability to predict future performance, exposure to litigation, and our financial performance, among other things.

The COVID-19 pandemic has resulted in widespread and continuing impacts on the global economy and on our domestic and international associates, members, suppliers and other people and entities with which we do business. There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders and business and government shutdowns and other restrictions on retailers.

Customer demand for certain products has also fluctuated as the pandemic has progressed and customer behaviors have changed, which has challenged our ability to anticipate and/or adjust inventory levels to meet that demand. These factors have resulted in higher out-of-stock positions in certain products, as well as delays in delivering those products, and could impact inventory levels in the future.

Other factors and uncertainties include, but are not limited to: the severity and duration of the pandemic, including whether there are additional outbreaks or spikes in the number of COVID-19 cases, future mutations or related strains of the virus in areas in which we operate; further increased operational costs associated with operating during a global pandemic; evolving macroeconomic factors, including general economic uncertainty, unemployment rates, and recessionary pressures; unknown consequences on our business performance and initiatives stemming from the substantial investment of time, capital and other resources to the pandemic response; the availability of, and prevalence of access to, effective medical treatments and vaccines for COVID-19; the pace of recovery when the pandemic subsides; and the long-term impact of the COVID-19 pandemic on our business, including consumer behaviors. These risks and their impacts are difficult to predict and could otherwise disrupt and adversely affect our operations and our financial performance.

The COVID-19 pandemic has led to increased revenue growth relative to historic trends, and has particularly accelerated our eCommerce growth. These results, as well as those of other metrics such as net income and other financial and operating data, may not be indicative of results for future periods. Once the impact of the COVID-19 pandemic subsides, particularly as vaccines become more widely available, and customers return to work or school or are otherwise no longer subject to the aforementioned containment directives and similar mandates, a failure by us to continue capitalizing on growth opportunities may result in declining revenue and future operating results may fall below expectations.

To the extent that the COVID-19 pandemic continues to adversely affect the U.S. and the global economy, it may also heighten other risks described in this section, including but not limited to those related to consumer behavior and expectations, competition, our reputation, implementation of strategic initiatives, cybersecurity threats, payment-related risks, technology systems disruption, supply chain disruptions, labor availability and cost, litigation, and regulatory requirements.

Natural disasters, ~~changes in~~ climate change, geopolitical events, global health epidemics or pandemics and ~~geo-political~~catastrophic events could materially adversely affect our financial performance.

The occurrence of one or more natural disasters, such as hurricanes, tropical storms, floods, fires, earthquakes, tsunamis, cyclones, ~~typhoons,~~typhoons; weather conditions such as major or extended winter storms, droughts and tornadoes, whether as a result of climate change or ~~otherwise, severe changes in climate~~otherwise; geopolitical events; global health epidemics or pandemics or other contagious outbreaks such as the ongoing COVID-19 pandemic; and ~~geo-political~~catastrophic events, such as war, civil unrest, or terrorist attacks or other acts of violence, including active shooter situations (such as those that have occurred in ~~a country~~our U.S. stores), in countries in which we operate or in which our suppliers are located, could adversely affect our operations and financial performance.

Such events could result in physical damage to, or the complete loss of, one or more of our properties, the closure of one or more stores, clubs and distribution ~~facilities,~~or fulfillment centers, limitations on store or club operating hours, the lack of an adequate work force in a market, the inability of customers and associates to reach or have transportation to our stores and clubs affected by such events, the evacuation of the populace from areas in which our stores, clubs and distribution ~~facilities~~and fulfillment centers are located, the unavailability of our digital platforms to our customers, changes in the purchasing patterns of consumers (including the frequency of visits by consumers to physical retail locations, whether as a result of limitations on large gatherings, travel and movement limitations or otherwise) and in consumers' disposable income, the temporary or long-term disruption in the supply of products from some ~~local and overseas~~ suppliers, the disruption in the transport of goods from overseas, the disruption or delay in the delivery of goods to our distribution ~~facilities~~and fulfillment centers or stores within a country in which we are operating, the reduction in the availability of products in our stores, the disruption of utility services to our stores and our facilities, and the disruption in our communications with our stores.

Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions or rising sea levels) or transition risks (such as regulatory or technology changes) are expected to be widespread and unpredictable. These changes over time could affect, for example, the availability and cost of certain consumer products, commodities and energy (including utilities), which in turn may impact our ability to procure those certain goods or services required for the operation of our business at the quantities and levels we require.

We bear the risk of losses incurred as a result of physical damage to, or destruction of, any stores, clubs and distribution ~~facilities,~~or fulfillment centers, loss or spoilage of inventory and business interruption caused by such events. These events and their impacts could otherwise disrupt and adversely affect our operations in the areas in which they occur and could materially adversely affect our financial performance.

Risks associated with ~~the~~our suppliers ~~from whom our products are sourced~~ could materially adversely affect our financial performance.

The products we sell are sourced from a wide variety of domestic and international suppliers. Global sourcing of many of the products we sell is an important factor in our financial performance. We expect ~~all of~~ our suppliers to comply with applicable laws, including labor, safety, anti-corruption and environmental laws, and to otherwise meet our required supplier standards of conduct. Our ability to find qualified suppliers who uphold our standards, and to access products in a timely and efficient manner and in the large volumes we may demand, is a significant challenge, especially with respect to suppliers located and goods sourced outside the U.S.

Political and economic instability, as well as other impactful events and circumstances in the countries in which our ~~foreign~~ suppliers and their manufacturers are located (such as the ongoing COVID-19 pandemic), the financial instability of suppliers, suppliers' failure to meet ~~certain of~~our terms and conditions or our supplier standards (including our responsible sourcing standards), labor problems experienced by our suppliers and their manufacturers, the availability of raw materials to suppliers, merchandise safety and quality issues, disruption or delay in the transportation of merchandise from the suppliers and manufacturers to our stores, clubs, and other facilities, including as a result of labor slowdowns at any port at which a material amount of merchandise we purchase enters into the ~~U.S.,~~markets in which we operate, currency exchange rates, transport availability and cost, transport security, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.

In addition, the U.S.'s foreign trade policies, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries and entities, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond our control. These and other factors affecting our suppliers and our access to products could adversely affect our financial performance.

If the products we sell are not safe or otherwise fail to meet our customers' expectations, we could lose customers, incur liability for any injuries suffered by customers using or consuming a product we sell or otherwise experience a material ~~adverse effects~~impact to our brand, reputation and financial performance. We are also subject to reputational and other risks related to third-party sales on our digital platforms.

Our customers count on us to provide them with safe products. Concerns regarding the safety of food and non-food products that we source from our suppliers or that we prepare and then sell could cause customers to avoid purchasing certain products from us, or to seek alternative sources of supply for all of their food and non-food needs, even if the basis for the concern is outside of our control. Any lost confidence on the part of our customers would be difficult and costly to ~~reestablish.~~reestablish and such products also expose us to product liability or food safety claims. As such, any issue regarding the safety of any food or non-food items we sell, regardless of the cause, could adversely affect our brand, reputation and financial performance.

In addition, third-parties sell goods on some of our digital platforms, which we refer to as marketplace transactions. Whether laws related to such sales apply to us is currently unsettled and any unfavorable changes could expose us to loss of sales, reduction in transactions and deterioration of our competitive position. In addition, we may face reputational, financial and other risks, including liability, for third-party sales of goods that are controversial, counterfeit or otherwise fail to comply with applicable law. Although we impose contractual terms on sellers that are intended to prohibit sales of certain type of products, we may not be able to detect, enforce, or collect sufficient damages for breaches of such agreements. Any of these events could have a material adverse impact on our business and results of operations and impede the execution of our eCommerce growth strategy.

We rely extensively on information systems to process transactions, summarize results and manage our business. Disruptions in our systems could harm our ability to conduct our operations.

Given the number of individual transactions we have each year, it is crucial that we maintain uninterrupted operation of our business-critical information systems. Our information systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, worms, other malicious computer programs, denial-of-service attacks, security breaches (through ~~cyber-attacks~~cyberattacks from ~~cyber-attackers~~cyberattackers and sophisticated ~~organizations)~~organizations including nation states), catastrophic events such as fires, tornadoes, earthquakes and hurricanes, and usage errors by our associates or contractors. Our information systems are essential to our business operations, including the processing of transactions, management of our associates, facilities, logistics, inventories, physical stores and clubs and our online operations. Our information systems are not

fully redundant and ifour disaster recovery planning cannot account for all eventualities. If our systems are damaged, breached or cease to function properly, we may have to make a significant investment to repair or replace them, and we may experience loss or corruption of critical data as well as suffer interruptions in our business operations in the interim. Any interruption to our information systems may have a material adverse effect on our business or results of operations. In addition, we are constantly updating our information technology processes and systems. The risk of system disruption is increased when significant system changes are undertaken. If we fail to timely integrate and update our information systems and processes, we may fail to realize the cost savings or operational benefits anticipated to be derived from these initiatives.

If the technology-based systems that give our customers the ability to shop with us online do not function effectively, our operating results, as well as our ability to grow our ~~eCommerce~~omni-channel business globally, could be materially adversely affected.

~~Many of our customers shop with us using our digital platforms, which are a part of our omni-channel sales strategy.~~ Increasingly, customers are using computers, tablets, and smart phones to shop ~~online and through digital platforms~~ with us and with our competitors and to do comparison shopping. We use social media, online advertising, and ~~electronic mail~~email to interact with our customers and as a means to enhance their shopping experience. As a part of our omni-channel sales strategy, ~~in addition to home delivery,~~ we offer ~~"Walmart Pickup," "Pickup Today"~~various pickup, delivery and ~~"Club Pickup" and, in a growing number of locations, "Online Grocery"~~shipping programs ~~under which~~including options where many products available for purchase online can be picked up by the customer or member at a local Walmart store or Sam's Club, which provides additional customer traffic at such stores and clubs. Omni-channel retailing is a rapidly evolving part of the retail industry and of our operations inaround the ~~U.S. (whether through organic growth or eCommerce acquisitions) and in a number of markets in which our Walmart International segment operates.~~

world. We must anticipate and meet our customers' changing expectations while adjusting for technology investments and developments in our competitors' operations through focusing on the building and delivery of a seamless shopping experience across all channels by each operating segment. Any failure on our part to provide attractive, user-friendly secure digital platforms that offer a wide assortment of merchandise at competitive prices and with low cost and rapid delivery options and that continually meet the changing expectations of online shoppers and developments in online and digital platform merchandising and related technology could place us at a competitive disadvantage, result in the loss of eCommerce and other sales, harm our reputation with customers, have a material adverse impact on the growth of our eCommerce business globally and have a material adverse impact on our business and results of operations.

Our digital platforms, which are increasingly important to our business and continue to grow in complexity and scope, and the ~~computer and operating~~ systems on which they run, including those applications and systems in our acquired eCommerce businesses, ~~may be~~are regularly subject to ~~cyber-attacks.~~cyberattacks. Those attacks ~~could~~ involve attempts to gain unauthorized access to ~~one of~~ our eCommerce websites (including marketplace platforms) or mobile commerce applications to obtain and ~~make unauthorized use of~~misuse customers' or members' information including payment information and related risks discussed ~~below.~~in this Item 1A. Such attacks, if successful, ~~can~~in addition to potential data misuse and/or loss, may also create denials of service or otherwise disable, degrade or sabotage one or more of our digital platforms ~~and~~or otherwise significantly disrupt our customers' and members' shopping ~~experience.~~experience, our supply chain integrity and continuity, and our ability to efficiently operate our business. If we are unable to maintain the security of our digital platforms and keep them operating within acceptable parameters, we could suffer loss of sales, reductions in ~~traffic,~~transactions, reputational damage and deterioration of our competitive position and incur liability for any damage to customers or others whose personal or confidential information is unlawfully obtained and ~~used,~~misused, any of which events could have a material adverse impact on our business and results of operations and impede the execution of our strategy for the growth of our business.

Any failure to maintain the security of the information relating to our company, customers, members, associates and vendors, whether as a result of cybersecurity attacks on our information systems or otherwise, could damage our reputation, result in litigation or other legal actions against us, cause us to incur substantial additional costs, and materially adversely affect our business and operating results.

~~As do~~Like most retailers, we receive and store in our ~~digital~~ information systems ~~certain~~ personal information about our customers and members, and we receive and store personal information concerning our associates and vendors. Some of that information is stored digitally in connection with our digital platforms. We also utilize third-party service providers for a variety of reasons, including, without limitation, for ~~encryption and authentication~~digital storage technology, content delivery to customers and members, back-office support, and other functions. Such providers may have access to information we hold about our customers, members, associates or vendors. In addition, our eCommerce operations depend upon the secure transmission of confidential information over public networks, including information permitting cashless payments.

Cyber threats are rapidly evolving and those threats and the means for obtaining access to information in digital and other storage media are becoming increasingly sophisticated. Cyber threats and ~~cyber-attackers~~cyberattackers can be sponsored by countries or sophisticated criminal organizations or be the work of ~~single "hackers"~~hackers with a wide range of motives and expertise. We and the businesses with which we interact have experienced and continue to experience threats to data and systems, including by perpetrators of random or ~~small groups of "hackers." Each year, cyber-attackers make numerous~~targeted malicious cyberattacks, computer viruses, worms, bot attacks, ransomware or other destructive or disruptive software and attempts to ~~access~~misappropriate customer information, including credit card and payment information, and cause system failures and disruptions. The increased use of remote work infrastructure due to the ~~information stored in~~COVID-19 pandemic has also increased the possible attack surfaces. Some of our ~~information systems. As cyber threats evolve, change~~systems and ~~become more difficult to detect and successfully defend against, one or more cyber-attacks might defeat our or a~~ third-party service ~~provider's~~providers' systems have experienced limited security ~~measures~~breaches or incidents and although they did not have a material adverse effect on our operating results, there can be no assurance of a similar result in the ~~future and obtain the personal information of customers, members, associates and vendors.~~future.

Associate error or malfeasance, faulty password management, social engineering or other vulnerabilities and irregularities may also result in a defeat of our or our third-party service providers' security measures and a breach of our or their information systems. Moreover, hardware, software or applications we use may have inherent vulnerabilities or defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. We

Any compromise of our data security systems or of those of businesses with which we interact, which results in confidential information being accessed, obtained, damaged, disclosed, destroyed, modified, lost or used by unauthorized persons could harm our reputation and expose us to regulatory actions, customer attrition, remediation expenses, and claims from customers, members, associates, vendors, financial institutions, payment card networks and other persons, any of which could materially and adversely affect our business operations, financial position and results of operations. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of a compromise, we may be unable to anticipate these techniques or to implement adequate preventative measures and we or our third-party service providers may not discover any security breach, ~~and loss~~vulnerability or compromise of information for a significant period of time after the security ~~breach~~incident occurs.

~~Any breach of~~ To the extent that any cyberattack, ransomware or incursion in our ~~security measures~~ or ~~any breach, error or malfeasance of those~~one of our third-party service providers and loss of our confidential information, or any failure by us to comply with applicable privacy and information security laws and regulations, could cause us to incur significant costs to protect any customers, members, associates and vendors whose personal data was compromised and to restore their confidence in us and to make changes to ourprovider's information systems results in the loss, damage, misappropriation or other compromise of information, we may be materially adversely affected by claims from customers, financial institutions, regulatory authorities, payment card networks and ~~administrative processes~~others.

Our compliance programs, information technology, and enterprise risk management efforts cannot eliminate all systemic risk. Disruptions in our systems caused by security breaches or cyberattacks – including attacks on those parties we do business with – could harm our ability to ~~address security issues~~conduct our operations, which may have a material effect on us, may result in losses that could have a material adverse effect on our financial position or results of operations, or may have a cascading effect that adversely impacts our partners, third-party service providers, customers, financial services firms, and ~~compliance~~other third parties that we interact with ~~applicable laws and regulations.~~on a regular basis.

In addition, such security-related events could be widely publicized and could materially adversely affect our reputation with our customers, members, associates, vendors and shareholders, could harm our competitive position particularly with respect to our eCommerce operations, and could result in a material reduction in our net sales in our eCommerce operations, as well as in our stores thereby materially adversely affecting our operations, net sales, results of operations, financial ~~condition,~~position, cash flows and liquidity. Such events could also result in the release to the public of confidential information about our operations and financial ~~condition~~position and performance and could result in litigation or other legal actions against us or the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies. Moreover, a security ~~breach~~compromise or ransomware event could require us to devote significant management resources to address the problems created by the ~~security breach~~issue and to expend significant additional resources to upgrade further the security measures we employ to guard personal and confidential information against ~~cyber-attacks~~cyberattacks and other attempts to access or otherwise compromise such information and could result in a disruption of our operations, particularly our digital ~~retail~~ operations.

We accept payments using a variety of methods, including cash, checks, credit and debit cards, and our private label credit cards and gift cards, and we may offer new payment options over time, which may have information security risk implications. As a retailer accepting debit and credit cards for payment, we are subject to various industry data protection standards and protocols, such as payment network security operating guidelines and the Payment Card Industry Data Security Standard. We cannot be certain that the security measures we maintain to protect all of our information technology systems are able to prevent, contain or detect ~~any cyber-attacks, cyber terrorism, or~~cyberattacks, cyberterrorism, security breaches or other compromises from known ~~cyber-attacks~~malware or ~~malware~~ransomware or other threats that may be developed in the future. To the extent that any cyber-attack or incursion in our or one of our third-party service provider's information systems results in the loss, damage or misappropriation of information, we may be materially adversely affected by claims from customers, financial institutions, regulatory authorities, payment card networks and others. In certain circumstances, ~~payment card association rules and obligations to which we are subject under~~ our contracts with payment card processors and payment card networks (such as Visa, Mastercard, American Express and Discover) generally require us to adhere to payment card network rules which could make us liable to payment card issuers and others if information in connection with payment cards and payment card transactions that we ~~hold~~process is compromised, which liabilities could be substantial. ~~In addition, the cost of complying~~

Additionally, we offer money (wire) transfer services, digital payment platforms, bill payment, money orders and check cashing and we sell prepaid cards and gift cards. We further offer co-branded credit cards and installment loans through financial services partners. These products and services require us to comply with ~~stricter~~legal and ~~more complex data privacy, data collection~~regulatory requirements, including global anti-money laundering and ~~information security~~sanctions laws and ~~standards~~regulations as well as international, federal and state consumer financial laws and regulations. Failure to comply with these laws and regulations could ~~be significant~~result in fines, sanctions, penalties and harm to ~~us.~~our reputation.

The Company also has compliance obligations associated with new privacy laws enacted to protect and regulate the collection, use, retention, disclosure and transfer of personal information, which include statutory liability for security breaches. Consequently, cybersecurity attacks that cause a data breach could subject us to fines, sanctions and other legal liability and harm our reputation.

Changes in the results of our ~~retail pharmacy~~health and wellness business could adversely affect our overall results of operations, cash flows and liquidity.

Walmart has retail pharmacy operations in our Walmart U.S. and Sam's Club segments, ~~and~~as well as the recent addition of Walmart Health Centers in a number of states. A large majority of ~~the~~our retail pharmacy net sales are generated by filling prescriptions for which we receive payment through established contractual relationships with third-party payers and payment administrators, such as private insurers, governmental agencies and pharmacy benefit managers ("PBMs").

Our retail pharmacy operations are subject to numerous risks, including: reductions in the third-party reimbursement rates for drugs; changes in our payer mix (i.e., shifts in the relative distribution of our pharmacy customers across drug insurance plans and programs toward plans and programs with less favorable reimbursement terms); changes in ~~third party~~third-party payer drug formularies (i.e., the schedule of prescription drugs approved for reimbursement or which otherwise receive preferential coverage treatment); growth in, and our participation in or exclusion from, pharmacy payer network arrangements including exclusive and preferred pharmacy network arrangements operated by PBMs and/or any insurance plan or program; increases in the prices we pay for brand name and generic prescription drugs we sell; increases in the administrative burdens associated with seeking third-party reimbursement; changes in the frequency with which new brand name pharmaceuticals become available to consumers; introduction of lower cost generic drugs as substitutes for existing brand name drugs for which there was no prior generic drug competition; changes in drug mix (i.e., the relative distribution of drugs customers purchase at our pharmacies between brands and generics); changes

in the health insurance market generally; changes in the scope of or the elimination of Medicare Part D or Medicaid drug programs; increased competition from other retail pharmacy ~~operations;~~operations including competitors offering online retail pharmacy options with or without home delivery options; further consolidation and strategic alliances among ~~third party~~third-party payers, PBMs or purchasers of drugs; overall economic conditions and the ability of our pharmacy customers to pay for drugs prescribed for them to the extent the costs are not reimbursed by a ~~third party;~~third-party; failure to meet any performance or incentive thresholds to which our level of ~~third party~~third-party reimbursement may be subject; changes in laws or regulations or the practices of third-party payers and PBMs related to the use of third-party financial assistance to assist our pharmacy customers with paying for drugs prescribed for them; and any additionalchanges in the regulatory environment for the retail pharmacy industry and the pharmaceutical industry, including as a result of restrictions on the further implementation of or the repeal of the Patient Protection and Affordable Care Act or the enactment and implementation of a law replacing such act, and other changes in laws, rules and regulations that affect our retail pharmacy business.

If the supply of certain pharmaceuticals provided by one or more of our vendors were to be disrupted for any reason, our pharmacy operations could be severely affected until at least such time as we could obtain a new supplier for such pharmaceuticals. Any such disruption could cause reputational damage and result in a significant number of our pharmacy customers transferring their prescriptions to other pharmacies.

One or a combination of such factors may adversely affect the volumes of brand name and generic pharmaceuticals we sell, our cost of sales associated with our retail pharmacy operations, and the net sales and gross margin of those operations or result in the loss of cross-store or cross-club selling opportunities and, in turn, adversely affect our overall net sales, other results of operations, cash flows and liquidity.

Our failure to attract and retain qualified associates, increases in wage and benefit costs, changes in laws and other labor issues could materially adversely affect our financial performance.

Our ability to continue to conduct and expand our operations depends on our ability to attract and retain a large and growing number of qualified associates globally. Our ability to meet our labor needs, including our ability to find qualified personnel to fill positions that become vacant at our existing stores, clubs, distribution and ~~distribution~~fulfillment centers and corporate offices, while controlling our associate wage and related labor costs, is generally subject to numerous external factors, including the availability of a sufficient number of qualified persons in the work force of the markets in which we operate, unemployment levels within those markets, prevailing wage rates, changing demographics, health and other insurance costs and adoption of new or revised employment and labor laws and regulations. Additionally, our ability to successfully execute organizational changes, including management transitions within the Company's senior leadership, and to effectively motivate and retain associates are critical to our business success.If we are unable to locate, to attract or to retain qualified personnel, or manage leadership transition successfully, the quality of service we provide to our customers may decrease and our financial performance may be adversely affected.

In addition, if our costs of labor or related costs increase for other reasons or if new or revised labor laws, rules or regulations or healthcare laws are adopted or implemented that further increase our labor costs, our financial performance could be materially adversely affected.

Financial Risks

Failure to meet market expectations for our financial performance could adversely affect the market price and volatility of our stock.

We believe that the price of our stock generally reflects high market expectations for our future operating results. Any failure to meet or delay in meeting these expectations, including our comparable store and club sales growth rates, eCommerce growth rates, gross margin, or earnings and adjusted earnings per share could cause the market price of our stock to decline, as could changes in our dividend or stock repurchase programs or policies, changes in our financial estimates and recommendations by securities analysts or, failure of Walmart's performance to compare favorably to that of other retailers may have a negative effect on the price of our stock.

Fluctuations in foreign exchange rates may materially adversely affect our financial performance and our reported results of operations.

Our operations in countries other than the U.S. are conducted primarily in the local currencies of those countries. Our ~~consolidated financial statements~~Consolidated Financial Statements are denominated in U.S. dollars, and to prepare those financial statements we must translate the amounts of the assets, liabilities, net sales, other revenues and expenses of our operations outside of the U.S. from local currencies into U.S. dollars using exchange rates for the current period. In recent years, fluctuations in currency exchange rates that were unfavorable ~~to us coupled with such translations~~ have had ~~a material~~ adverse ~~effect~~effects on our reported results of operations.

As a result of such translations, fluctuations in currency exchange rates from period-to-period that are unfavorable to us may also result in our ~~consolidated financial statements~~Consolidated Financial Statements reflecting significant adverse period-over-period changes in our financial performance or reflecting a period-over-period improvement in our financial performance that is not as robust as it would be without such fluctuations in the currency exchange rates. Such unfavorable currency exchange rate fluctuations will adversely affect the reported performance of our Walmart International operating segment and have a corresponding adverse effect on our reported consolidated results of operations.

We may pay for products we purchase for sale in our stores and clubs around the world with a currency other than the local currency of the country in which the goods will be sold. When we must acquire the currency to pay for such products and the exchange rates for the payment currency fluctuate in a manner unfavorable to us, our cost of sales may increase and we may be unable or unwilling to change the prices at which we sell those goods to address that increase in our costs, with a corresponding adverse effect on our gross profit. Consequently, unfavorable fluctuations in currency exchange rates have and may continue to adversely affect our results of operations.

~~Failure to meet market expectations for our financial performance could adversely affect the market price and volatility of our stock.~~

rates, gross margin, or earnings and earnings per share could cause the market price of our stock to decline, as could changes in our dividend or stock repurchase programs or policies. Additionally, failure of Walmart's performance to match that of other retailers may have a negative effect on the price of our stock.

Legal, Tax, Regulatory, Compliance, Reputational and Other Risks

Our international operations subject us to legislative, judicial, accounting, legal, regulatory, tax, political and economic risks and conditions specific to the countries or regions in which we operate, which could materially adversely affect our business or financial performance.

In addition to our U.S. operations, we operate our retail business ~~principally through wholly-owned subsidiaries~~ in ~~Argentina, Brazil,~~Africa, Canada, Central America, Chile, China, India ~~Japan and the United Kingdom and our majority-owned subsidiaries in Africa, Central America~~ and Mexico.

In fiscal 2018, our Walmart U.S. and Sam's Club operating segments generated approximately 76% of our consolidated net sales. The Federal Government has created the potential for significant changes in trade policies, including tariffs and government regulations affecting trade between the U.S. and other countries where we source many of the products we sell in our stores and clubs. Potential changes which have been discussed include the renegotiation or termination of trade agreements and the imposition of higher tariffs on imports into the U.S. A significant portion of the general merchandise we sell in our U.S. stores and clubs is manufactured in other countries. Any such actions could increase the cost to us of such merchandise (whether imported directly or indirectly) and cause increases in the prices at which we sell such merchandise to our customers, which could materially adversely affect the financial performance of our U.S. operations and our business.

During fiscal ~~2018,~~2021, our Walmart International operations generated approximately ~~24%~~22% of our consolidated net sales. Walmart International's operations in various countries also ~~sources~~source goods and services from other countries. Our future operating results in these countries could be negatively affected by a variety of factors, most of which are beyond our control. These factors include political conditions, including political instability, local and global economic conditions, legal and regulatory constraints (such as regulation of product and service offerings including regulatory restrictions (such as foreign ownership restrictions) on eCommerce and retail operations in international markets, such as India), restrictive governmental actions (such as trade protection measures), antitrust and competition law regulatory matters (such as the competition investigations currently underway in Mexico related to our subsidiary Wal-Mart de Mexico, in Canada related to our subsidiary Wal-Mart Canada and competition proceedings in India related to our Flipkart subsidiary),local product safety and environmental laws, tax regulations, local labor laws, anti-money laundering laws and regulations, trade policies, currency regulations, laws and regulations regarding consumer and data protection, and other matters in any of the countries or regions in which we operate, now or in the future.

Our business and results of operations in the UK may be negatively affected by fluctuations in currency exchange rates, increases in food costs, changes in trade policies, or changes in labor, immigration, tax or other laws resulting from the UK's anticipated exit from the European Union.

Brazilian federal, state and local laws are complex and subject to varying interpretations. Although the Company believes it complies with those laws, the Company's subsidiaries in Brazil are party to a large number of labor claims and non-income tax assessments, which have arisen during the normal course of business in Brazil. These matters are subject to inherent uncertainties and if decided adversely to the Company, could materially adversely affect our financial performance.

The economies of some of the countries in which we have operations have in the past suffered from high rates of inflation and currency devaluations, which, if they occurred again, could adversely affect our financial performance. Other factors which may impact our international operations include foreign trade, monetary and fiscal policies of the U.S. and of other countries, laws, regulations and other activities of foreign governments, agencies and similar organizations, and risks associated with having numerous facilities located in countries ~~which~~that have historically been less stable than the U.S. Additional risks inherent in our international operations generally include, among others, the costs and difficulties of managing international operations, adverse tax consequences and greater difficulty in enforcing intellectual property rights in countries other than the U.S. The various risks inherent in doing business in the U.S. generally also exist when doing business outside of the U.S., and may be exaggerated by the difficulty of doing business in numerous sovereign jurisdictions due to differences in culture, laws and regulations.

In foreign countries in which we have operations, a risk exists that our associates, contractors or agents could, in contravention of our policies, engage in business practices prohibited by U.S. laws and regulations applicable to us, such as the Foreign Corrupt Practices Act ~~("FCPA"),~~ or the laws and regulations of other ~~countries, such as the UK Bribery Act.~~countries. We maintain a global policy prohibiting such business practices and have in place a global anti-corruption compliance program designed to ensure compliance with these laws and regulations. Nevertheless, we remain subject to the risk that one or more of our associates, contractors or agents, including those based in or from countries where practices that violate such U.S. laws and regulations or the laws and regulations of other countries may be customary, will engage in business practices that are prohibited by our policies, circumvent our compliance programs and, by doing so, violate such laws and regulations. Any such violations, even if prohibited by our internal policies, could adversely affect our business or financial performance and our reputation.

Changes in tax and trade laws and regulations could materially adversely affect our financial performance.

In fiscal 2021, our Walmart U.S. and Sam's Club operating segments generated approximately 78% of our consolidated net sales. Significant changes in tax and trade policies, including tariffs and government regulations affecting trade between the U.S. and other countries where we source many of the products we sell in our stores and clubs could have an adverse effect on our financial performance. A significant portion of the general merchandise we sell in our U.S. stores and clubs is manufactured in other countries. Any such actions including the imposition of further tariffs on imports could increase the cost to us of such merchandise (whether imported directly or indirectly) and cause increases in the prices at which we sell such merchandise to our customers, which could materially adversely affect the financial performance of our U.S. operations and our business.

We are subject to income taxes and other taxes in both the U.S. and the foreign jurisdictions in which we currently operate or have historically operated. The determination of our worldwide provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation. Our income taxes could be materially adversely affected by earnings being

lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in worldwide tax laws, tax rates, regulations or accounting principles.

~~On December 22, 2017,~~We are also exposed to future tax legislation, as well as the issuance of future regulations and changes in administrative interpretations of existing tax laws, any of which can impact our current and future years' tax provision. The effect of such changes in tax law could have a material effect on our business, financial position and results of operations. In the U.S., the Tax Cuts and Jobs Act of 2017 (the "Tax Act") ~~was enacted and contains significant changes to U.S.~~significantly changed federal income tax ~~law. Effective in 2018, the Tax Act reduces the~~laws that affect U.S. ~~statutory tax rate from 35 percent to 21 percent~~corporations and creates new taxes focused on foreign-sourced earnings and related-party payments. In addition, the Company was subject to a one-time transition tax in fiscal 2018 on accumulated foreign subsidiary earnings not previously subject to U.S. income tax. The Securities and Exchange Commission (SEC) staff issued Staff Accounting Bulletin No. 118 ("SAB 118") on December 22, 2017, which allows companies to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the effects and recorded provisional amounts in our financial statements as of January 31, 2018, in accordance with SAB 118. As the Company collects and prepares necessary data, and interprets the Tax Act and any additional guidance ~~issued by~~from the U.S. Treasury Department, the IRS, and other standard-setting bodies is still pending. As further guidance is issued by these taxing authorities, any resulting changes in our estimates will be treated in accordance with the relevant accounting guidance. Compliance with the Tax Act, including collecting information not regularly produced by the Company or unexpected changes in our estimates, may ~~make adjustments~~require us to incur additional costs and could affect our results of operations.

In addition, in response to significant market volatility and disruptions to business operations resulting from the ~~provisional amounts during fiscal 2019. Those adjustments may materially impact our provision for income taxes~~global spread of COVID-19, legislatures and ~~effective tax rate~~taxing authorities in ~~the period~~many jurisdictions in which ~~the adjustments are made~~we operate may enact changes to their tax rules. These changes could include modifications that have temporary effect and ~~could~~more permanent changes. The impact ~~our net income and our earnings per share,~~of these potential new rules as well as any other changes in domestic and international tax rules and regulations could have a material effect on our ~~consolidated cash flows and liquidity.~~effective tax rate.

WeFurthermore, we are subject to regular review and audit by both domestic and foreign tax authorities as well as subject to the prospective and retrospective effects of changing tax regulations and legislation. Although we believe our tax estimates are reasonable, the ultimate tax outcome may materially differ from the tax amounts recorded in our ~~consolidated financial statements~~Consolidated Financial Statements and may materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination and settlement is made.

Changes in and/or failure to comply with other laws and regulations specific to the environments in which we operatecould materially adversely affect our reputation, market position, or our business and financial performance.

We operate in complex regulated environments in the ~~United States~~U.S. and in the other countries in which we operate and could be adversely affected by changes to existing legal requirements including the related interpretations and enforcement practices, new legal requirements and/or any failure to comply with applicable regulations.

Our ~~pharmacy~~ operations in the ~~United States~~U.S. are subject to numerous federal, state and local regulations including licensing and other requirements ~~for pharmacies~~ and reimbursement ~~arrangements.~~arrangements affecting our health and wellness operations. The regulations to which we are subject include, but are not limited to: federal and state registration and regulation of pharmacies; dispensing and sale of controlled substances and products containing pseudoephedrine; applicable governmental payer regulations including Medicare and Medicaid; data privacy and security laws and regulations including the Health Insurance Portability and Accountability Act, the Affordable Care Act, ~~or any successor thereto;~~ laws and regulations relating to the protection of the environment and health and safety matters, including those governing exposure to, and the management and disposal of, hazardous substances; regulations regarding food and drug safety including those of the U.S. Food and Drug Administration (the "FDA") and the Drug Enforcement Administration (the "DEA"), trade regulations including those of the U.S. Federal Trade Commission, and consumer protection and safety regulations including those of the Consumer Product Safety Commission, as well as state regulatory authorities, governing the availability, sale, advertisement and promotion of products we sell and the financial services we offer; anti-kickback laws; false claims laws; patient inducement regulations; and federal and state laws governing health care fraud and abuse and the practice of the professions of pharmacy, optical care and ~~nurse practitioner~~health care services.

For example, in the ~~United States~~U.S., the DEA and various other regulatory authorities regulate the distribution and dispensing of pharmaceuticals and controlled substances. We are required to hold valid DEA and state-level licenses, meet various security and operating standards and comply with the federal and various state controlled substance acts and related regulations governing the sale, dispensing, disposal ~~holding~~ and ~~distribution~~holding of controlled substances. The DEA, the FDA and state regulatory authorities have broad enforcement powers, including the ability to seize or recall products and impose significant criminal, civil and administrative sanctions for violations of these laws and regulations.

We are also governed by foreign, national and state laws and regulations of general applicability, including laws ~~regulating matters of~~and regulations related to working conditions, health and safety, ~~and~~ equal employment opportunity, employee benefit and other labor and employment matters, ~~as well as employee benefit,~~laws and regulations related to competition ~~anti-money laundering,~~and antitrust matters, and health and wellness related regulations for our pharmacy operations outside of the ~~United States. Changes in~~U.S. In addition, certain financial services we offer or make available, such as our money transfer agent services, are subject to legal and regulatory requirements, including those intended to help detect and prevent money laundering, sanctions, fraud and other illicit activity as well as consumer financial protection. We are also subject to data privacy and protection laws ~~regulations~~regulating the collection, use, retention, disclosure, transfer and processing of personal information, such as the California Consumer Protection Act (“CCPA”), which was recently significantly modified by the California Privacy Rights Act (“CPRA”), as well as the European Union’s General Data Protection Regulation (“GDPR”). The potential effects of these laws are far-reaching and may require us to modify our data processing practices and policies and to incur substantial costs and expenses to comply. In the ~~related interpretations~~case of non-compliance with a material provision of the GDPR (such as non-adherence to the core principles of processing personal data), regulators have the authority to levy a fine in an amount that is up to the greater of €20 million or 4% of global annual turnover in the prior year. These administrative fines are discretionary and ~~enforcement practices~~based, in each case, on a multi-factored approach. The CCPA and CPRA give California residents expanded rights to access, correct and require deletion of their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPA and CPRA provide for civil penalties for violations, as well as a private right of action for data breaches. Furthermore, our marketing and customer engagement activities are subject to communications privacy laws such as the Telephone Consumer Protection Act. We may ~~alter the landscape~~be subjected to penalties and other consequences for noncompliance, including changing some portions of our business. Even an unsuccessful challenge by customer or regulatory authorities of our activities could result in ~~which we do business~~adverse publicity and ~~may significantly affect our cost of doing business.~~could require a costly response from and defense by us.

The impact of new laws, regulations and policies and the related interpretations, ~~and~~as well as changes in enforcement practices or regulatory scrutiny generally cannot be predicted, and changes in applicable laws, regulations and policies and the related interpretations and enforcement practices may require extensive system and operational changes, be difficult to implement, increase our operating costs, ~~and~~ require significant capital ~~expenditures. Untimely~~expenditures, or adversely impact the cost or attractiveness of the products or services we offer, or result in adverse publicity and harm our reputation.

While we strive to adhere our practices and procedures to these laws, they are subject to evolving regulations, interpretations and regulator discretion. To the extent a regulator or court disagrees with our interpretation of these laws and determines that our practices are not in compliance ~~or noncompliance~~ with applicable laws and regulations, we could ~~result in the imposition of~~be subject to civil and criminal penalties that could adversely affect the continued operation of our businesses, including: suspension of payments from government programs; loss of required government certifications; loss of authorizations to participate in or exclusion from government programs, including the Medicare and Medicaid programs in the ~~United States;~~U.S.; loss of licenses; termination from contractual relationships, including those with our drug suppliers and third-party payers; and significant fines or monetary damages and/or penalties. ~~Any~~In addition, failure to comply with applicable legal or regulatory requirements in the ~~United States~~U.S. or in any of the countries in which we operate could result in significant legal and financial

exposure, damage to our reputation, and have a material adverse effect on our business operations, financial ~~condition~~position and results of operations.

We are subject to ~~certain~~risks related to litigation and other legal proceedings that may materially adversely affect our results of operations, financial ~~condition~~position and liquidity.

We operate in a highly regulated and litigious environment. We are involved in ~~a number of~~ legal proceedings, ~~which include consumer, employment, tort~~including litigation, arbitration and other ~~litigation. In~~claims, and investigations, inspections, audits, claims, inquiries and similar actions by pharmacy, healthcare, tax, environmental and other governmental authorities. We may also have indemnification obligations for legal commitments of certain businesses we have divested. Legal proceedings, in general, and securities, derivative action and class action and multi-district litigation, in particular, can be expensive and disruptive. Some of these suits may purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years. For example, we are currently a defendant in a number of cases containing ~~class-action~~class or collective-action allegations, or both, in which the plaintiffs have brought claims under federal and state wage and hour laws, as well as a number of cases containing class-action allegations in which the plaintiffs have brought claims under federal and state consumer laws.

~~In addition, ASDA Stores, Ltd. ("ASDA"), a wholly-owned subsidiary of the~~The Company has also been ~~named as~~responding to subpoenas, information requests and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids and is also a defendant in ~~over 10,000 "equal value" claims pending in~~numerous litigation proceedings related to opioids including the Manchester Employment Tribunal (the "Employment Tribunal") in the United Kingdom. The claimants, who are current and former ASDA store employees, allege that the work performed by female employees in ASDA's retail stores is of equal value in terms of, among other things, the demands of their jobs to that of male employees working in ASDA's warehouses and distribution facilities, and that the disparity in pay between these different job positions is not objectively justified. The claimants are seeking differential back pay based on higher wage rates in the warehouses and distribution facilities and higher wage rates on a prospective basis. At present, we cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise from these proceedings.

In December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous lawsuits filed against a wide array of defendants by various plaintiffs, including counties, cities, healthcare providers, Native American tribes, individuals, and third-party payors, asserting claims generally concerning the impacts of widespread opioid abuse. The consolidated multidistrict litigation is entitled In re National Prescription Opiate Litigation~~(MDL~~ (MDL No. 2804), ~~and is~~currently pending in the U.S. District Court for the Northern District of Ohio. The Company is named as a defendant in some of the cases included in this multidistrict litigation, including cases filed by several counties in West Virginia; by healthcare providers in Mississippi, Alabama, Texas, and Florida; and by the St. Croix Chippewa Indians of Wisconsin. Similar cases that name the Company have also been filed in state courts by ~~various counties~~state, local and ~~municipalities; by~~tribal governments, health care ~~providers;~~providers and other plaintiffs. Plaintiffs are seeking compensatory and punitive damages, as well as injunctive relief including abatement. On October 22, 2020, the Company filed a declaratory judgment action in the U.S. District Court for the Eastern District of Texas against the U.S. Department of Justice (the “DOJ”) and the U.S. Drug Enforcement Administration, asking a federal court to clarify the roles and responsibilities of pharmacists and pharmacies as to the dispensing and distribution of opioids under the Controlled Substances Act (the “CSA”). The Company’s action was dismissed and the Company is appealing the decision. On December 22, 2020, the DOJ filed a civil complaint against the Company in the U.S. District Court for the District of Delaware alleging that the Company unlawfully dispensed controlled substances from its pharmacies and unlawfully distributed controlled substances to those pharmacies in violation of the CSA. The DOJ is seeking civil penalties and injunctive relief. The Company filed a motion to dismiss the DOJ complaint on February 22, 2021. In addition, the Company is the subject of two securities class actions alleging violations of the federal securities laws regarding the Company’s disclosures with respect to opioids filed in the U.S. District Court for the District of Delaware on January 20, 2021 and March 5, 2021 purportedly on behalf of a class of investors who acquired Walmart stock from March 30, 2016 through December 22, 2020. A derivative action was also filed by ~~various Native American Tribes. At present, we~~one of the Company's shareholders in the U.S. District Court for the District of Delaware on February 9, 2021 alleging breach of fiduciary duties against certain of its current and former directors with respect to oversight of the Company’s distribution and dispensing of opioids.

The Company cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise from such ~~claims.~~claims and the related opioid matters.

We discuss these cases and other litigation to which we are party below under the caption "Item 3. Legal Proceedings" and in Note 10 in the "Notes to our Consolidated Financial Statements," which are part of this Annual Report on Form 10-K.

Our amended and restated bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could increase the costs for our shareholders to bring claims, discourage our shareholders from bringing claims, orlimit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, associates or shareholders in such capacity.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be ~~subject~~the sole and exclusive forum for claims, including derivative claims that are based upon a violation of a duty by a current or former director, officer, associate or shareholder in such capacity or as to ~~liability, penalties~~which the Delaware General Corporation Law confers jurisdiction upon the Court of Chancery. The exclusive forum provision may increase the costs for a shareholder to bring a claim or limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder finds favorable for disputes with us or our directors, officers, associates or shareholders in such capacity, which may discourage such lawsuits against us and ~~other sanctions and other adverse consequences arising out~~such persons. Alternatively, if a court were to find these provisions of our ~~on-going FCPA matter.~~

~~The Audit Committee of our Board of Directors has been conducting an internal investigation into, among other things, alleged violations of the FCPA and other alleged crimes~~bylaws inapplicable to, or misconduct in connection with certain of our foreign subsidiaries, including Wal-Mart de México, S.A.B. de C.V. ("Walmex"), and whether prior allegations of such violations and/or misconduct were appropriately handled by the Company. We have also been conducting a voluntary global review of our policies, practices and internal controls for anti-corruption compliance and are engaged in strengthening our global anti-corruption compliance programs. Since the implementation of the global review and enhanced anti-corruption compliance programs, the Audit Committee and we have identified or been made aware of additional allegations regarding potential violations of the FCPA.

Inquiries or investigations regarding allegations of potential FCPA violations have been commenced in a number of foreign markets in which we operate, including, but not limited to, Brazil, China and India. In November 2011, we voluntarily disclosed our investigative activity to the U.S. Department of Justice (the "DOJ") and the SEC. We have been cooperating with those agencies and discussions have been ongoing with them regarding the resolution of these matters. These discussions have progressed to a point that we can now reasonably estimate a probable loss and have recorded an aggregate accrual of $283 million with respect to these matters (the "Accrual").

A number of federal and local government agencies in Mexico have also initiated investigations of these matters. Furthermore, lawsuits relating to the matters under investigation have been filed by several of our shareholders against us, certain of our current and former directors and officers and certain of Walmex's current and former officers.

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

~~connection with the government investigations, in defending the shareholder lawsuits and in conducting our review and investigations.~~

~~While we have made an Accrual for these matters, because the discussions are continuing, there can be no assurance~~claims as to ~~the timing or the terms of the final resolution of these matters. Although~~which they are intended to apply, then we ~~do not presently believe that these~~may incur additional costs associated with resolving such matters ~~will have a material adverse effect on~~in other jurisdictions, which could adversely affect our business, ~~given~~financial position or results of operations. While the ~~inherent uncertainties in such situations, we can provide no assurance that these matters~~exclusive forum provision applies to state and federal law claims, our shareholders will not be ~~material~~deemed to have waived our ~~business in~~compliance with, and the ~~future.~~exclusive forum provision will not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under, the federal securities laws, including the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.



ITEM 1B.			UNRESOLVED STAFF COMMENTS

None.



ITEM 2.			PROPERTIES

United States

The Walmart U.S. and Sam's Club segments comprise the Company's operations in the U.S. As of January 31, ~~2018,~~2021, unit counts for Walmart U.S. and Sam's Club are summarized by format for each state and territory as follows:


	Walmart U.S.			Sam's Club			Walmart U.S.			Sam's Club
State or Territory	Supercenters	Discount Stores	Neighborhood Markets and other small formats	Clubs	Grand Total	State or Territory	Supercenters	Discount Stores	Neighborhood Markets and other small formats	Clubs	Grand Total
Alabama	101	1	30	13	145	Alabama	101	1	29	13	144
Alaska	7	2	—	—	9	Alaska	7	2	—	—	9
Arizona	83	2	31	12	128	Arizona	83	2	28	12	125
Arkansas	76	6	37	9	128	Arkansas	76	5	37	9	127
California	141	74	76	29	320	California	142	71	78	29	320
Colorado	70	4	18	17	109	Colorado	70	4	18	17	109
Connecticut	12	21	1	1	35	Connecticut	12	21	1	1	35
Delaware	6	3	—	1	10	Delaware	6	3	—	1	10
Florida	231	9	94	46	380	Florida	232	9	98	46	385
Georgia	154	2	35	24	215	Georgia	154	2	35	24	215
Hawaii	—	10	—	2	12	Hawaii	—	10	—	2	12
Idaho	23	—	3	1	27	Idaho	23	—	3	1	27
Illinois	139	17	11	25	192	Illinois	139	15	12	25	191
Indiana	97	7	11	13	128	Indiana	97	6	11	13	127
Iowa	58	2	—	9	69	Iowa	58	2	—	9	69
Kansas	58	2	16	9	85	Kansas	58	2	16	9	85
Kentucky	79	8	11	9	107	Kentucky	78	7	9	9	103
Louisiana	89	2	34	14	139	Louisiana	88	2	34	14	138
Maine	19	3	—	3	25	Maine	19	3	—	3	25
Maryland	30	18	2	11	61	Maryland	30	18	3	11	62
Massachusetts	27	22	3	—	52	Massachusetts	27	21	4	—	52
Michigan	91	3	9	23	126	Michigan	90	3	9	23	125
Minnesota	65	4	1	12	82	Minnesota	65	3	1	12	81
Mississippi	65	3	10	7	85	Mississippi	65	3	11	7	86
Missouri	112	9	18	19	158	Missouri	112	9	18	19	158
Montana	14	—	—	2	16	Montana	14	—	—	2	16
Nebraska	35	—	7	5	47	Nebraska	35	—	7	5	47
Nevada	30	2	11	7	50	Nevada	30	2	11	7	50
New Hampshire	19	8	—	2	29	New Hampshire	19	7	—	2	28
New Jersey	29	34	—	7	70	New Jersey	35	27	1	8	71
New Mexico	35	2	9	7	53	New Mexico	35	2	9	7	53
New York	80	18	7	12	117	New York	80	17	9	12	118
North Carolina	144	6	45	22	217	North Carolina	143	6	45	22	216
North Dakota	14	—	—	3	17	North Dakota	14	—	—	3	17
Ohio	139	6	—	27	172	Ohio	139	6	2	27	174
Oklahoma	81	8	34	13	136	Oklahoma	81	7	35	13	136
Oregon	28	7	10	—	45	Oregon	29	7	10	—	46
Pennsylvania	116	21	3	24	164	Pennsylvania	116	20	3	24	163
Puerto Rico	13	5	17	7	42	Puerto Rico	13	5	12	7	37
Rhode Island	5	4	—	—	9	Rhode Island	5	4	—	—	9
South Carolina	84	—	27	13	124	South Carolina	84	—	26	13	123
South Dakota	15	—	—	2	17	South Dakota	15	—	—	2	17
Tennessee	117	2	21	14	154	Tennessee	117	1	20	14	152
Texas	389	20	111	81	601	Texas	392	18	110	82	602
Utah	41	—	12	8	61	Utah	41	—	13	8	62
Vermont	3	3	—	—	6	Vermont	3	3	—	—	6
Virginia	109	6	24	15	154	Virginia	110	4	21	15	150
Washington	52	10	6	—	68	Washington	52	10	5	—	67
Washington D.C.	3	—	2	—	5	Washington D.C.	3	—	2	—	5
West Virginia	38	—	1	5	44	West Virginia	38	—	1	5	44
Wisconsin	83	4	2	10	99	Wisconsin	83	4	2	10	99
Wyoming	12	—	—	2	14	Wyoming	12	—	—	2	14
U.S. total	3,561	400	800	597	5,358	U.S. total	3,570	374	799	599	5,342
Square feet (in thousands)						Square feet (in thousands)	634,154	39,464	29,414	80,239	783,271

International

The Walmart International segment comprises the Company's operations outside of the U.S. Unit counts as of January 31, ~~2018~~^2021(1) for Walmart International are summarized by major category for each geographic market as follows:


Geographic Market	Retail	Wholesale	Other(2)	Total	Square feet(3)
Africa(4)	332	91	—	423	24,537
Canada	408	—	—	408	52,976
Central America(5)	855	—	—	855	13,724
Chile	352	6	—	358	15,932
China	403	31	—	434	69,312
India	—	29	—	29	1,569
Japan(6)	328	—	—	328	19,570
Mexico	2,470	164	—	2,634	101,993
United Kingdom(6)	614	—	18	632	37,660
International total	5,762	321	18	6,101	337,273

(1)Walmart International unit counts, with the exception of Canada, are as of December 31, 2020, to correspond with the balance sheet date of the related geographic market. Canada unit counts are as of January 31, 2021.

(2)Other includes stand-alone gas stations.

(3)Square feet reported in thousands.

(4)Africa unit counts primarily reside in South Africa, with other locations in Botswana, Ghana, Kenya, Lesotho, Malawi, Mozambique, Namibia, Nigeria, Swaziland, Tanzania, Uganda and Zambia.

(5)Central America unit counts reside in Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua.

(6)As of January 31, 2021, the Company's operations in Japan and the United Kingdom were classified as held for sale. Refer to Note 12.

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 Leased Properties

The following table provides further details of our retail units and distribution facilities, including return facilities and dedicated eCommerce fulfillment centers, as of January 31, ~~2018:~~

2021:


	Owned and Operated	Owned and Third Party Operated	Leased and Operated	Third Party Owned and Operated	Total		Owned	Leased(1)	Total
U.S. properties						U.S. properties
Walmart U.S. retail units	4,066	—	695	—	4,761	Walmart U.S. retail units	4,067	676	4,743
Sam's Club retail units	512	—	85	—	597	Sam's Club retail units	513	86	599
Total U.S. retail units	4,578	—	780	—	5,358	Total U.S. retail units	4,580	762	5,342
Walmart U.S. distribution facilities	103	2	23	29	157	Walmart U.S. distribution facilities	108	48	156
Sam's Club distribution facilities	3	3	3	13	22	Sam's Club distribution facilities	11	16	27
Total U.S. distribution facilities	106	5	26	42	179	Total U.S. distribution facilities	119	64	183
Total U.S. properties	4,684	5	806	42	5,537	Total U.S. properties	4,699	826	5,525

International properties						International properties
Africa	39	—	385	—	424	Africa	37	386	423
Argentina	66	—	40	—	106
Brazil	209	—	256	—	465
Canada	124	—	286	—	410	Canada	124	284	408
Central America	304	—	474	—	778	Central America	358	497	855
Chile	228	—	150	—	378
�� Chile						�� Chile	188	170	358
China	3	—	440	—	443	China	2	432	434
India	2	—	18	—	20	India	2	27	29
Japan	56	—	280	—	336
Japan(2)						Japan(2)	54	274	328
Mexico	669	—	1,689	—	2,358	Mexico	700	1,934	2,634
United Kingdom	442	—	200	—	642
United Kingdom(2)						United Kingdom(2)	433	199	632
Total International retail units	2,142	—	4,218	—	6,360	Total International retail units	1,898	4,203	6,101
International distribution facilities	43	12	87	46	188	International distribution facilities	32	189	221
Total International properties	2,185	12	4,305	46	6,548	Total International properties	1,930	4,392	6,322
Total properties						Total properties	6,629	5,218	11,847

Total retail units	6,720	—	4,998	—	11,718	Total retail units	6,478	4,965	11,443
Total distribution facilities	149	17	113	88	367	Total distribution facilities	151	253	404
Total properties	6,869	17	5,111	88	12,085	Total properties	6,629	5,218	11,847

(1)Also includes U.S. and international distribution facilities which are third-party owned and operated.

(2)As of January 31, 2021, the Company's operations in Japan and the United Kingdom were classified as held for sale. Refer to No t e 12,

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

stores are located is either owned or leased by the Company. We use independent contractors to construct our buildings. All store leases provide for annual rentals, some of which escalate during the original lease or provide for additional rent based on sales volume. Substantially all of the Company's store and club leases have renewal options, some of which include rent escalation clauses.

For further information on our distribution centers, see the caption "Distribution" provided for each of our segments under "Item 1. Business."



ITEM 3.			LEGAL PROCEEDINGS

I. SUPPLEMENTAL INFORMATION: We discuss certain legal proceedings in Note 10 to our Consolidated Financial Statements, ~~entitled "Contingencies,"~~ which is included in "~~Part II,~~ Item 8. Financial Statements and Supplementary Data ~~of this Annual Report on Form 10-K.~~." We refer you to that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought.

We provide the following additional information concerning those legal proceedings, including the name of the lawsuit, the court in which the lawsuit is pending, and the date on which the petition commencing the lawsuit was filed.

~~ASDA~~Asda Equal Value Claims: Ms S Brierley & Others v ASDA Stores Ltd (2406372/2008 & Others - Manchester Employment Tribunal); ASDA Stores Ltd v Brierley & Ors (A2/2016/0973 - United Kingdom Court of Appeal); ASDA Stores Ltd v Ms S Brierley & Others (UKEAT/0059/16/DM - United Kingdom Employment Appeal Tribunal); ASDA Stores Ltd v Ms S Brierley & Others (UKEAT/0009/16/JOJ - United Kingdom Employment Appeal Tribunal).

National Prescription Opiate Litigation: In re National Prescription Opiate Litigation (MDL No. 2804)~~; Lac Courte Oreilles Band of Lake Superior Chippewa Indians v. McKesson Corp., et al.,~~ ~~WI Circuit Court, Sawyer County, 3/16/18;~~ ~~ApolloMD Bus. Servs., LLC v. Attain Med, Inc., et al.,~~ ~~GA State Ct., Fulton Cty., 3/8/2018;~~ ~~Center Point, Inc. v. McKesson Corp., et al,~~ ~~CA Superior Ct., San Francisco County, 3/6/2018;~~ ~~Cty. of Greenville v. Rite Aid of S.C., Inc., et al., SC Ct. of Common Pleas, 13th Judicial Dist., 3/5/2018;~~ ~~Big Sandy Rancheria of W. Mono Indians v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 3/2/2018;~~ ~~Consolidated Tribal Health Project, Inc. v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 3/2/2018;~~ ~~Robinson Rancheria v.McKesson Corp., et al., CA Superior Ct., San Francisco County, 3/2/2018;~~ ~~Round Valley Indian Tribes; Round Valley Indian Health Center, Inc. v. McKesson Corp., et al.,~~ ~~CA Superior Ct., San Francisco County, 3/2/2018;~~ ~~Hopland Band of Pomo Indians v. McKesson Corp., et al.,~~ ~~CA Superior Ct., San Francisco County, 2/21/2018;~~ ~~Redwood Valley or Little River Band of Pomo Indians of Redwood Valley Rancheria v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 2/21/2018;~~ ~~Scotts Valley Band of Pomo Indians v. McKesson Corp., et al., CA Superior Ct., San Francisco County, 2/21/2018;~~ ~~Big Valley Band of Pomo Indians of the Big Valley Rancheria v. McKesson Corp., et al.,~~ ~~CA Superior Ct., San Francisco County, 2/13/2018;~~ ~~Guidiville Rancheria of Cal. v. McKesson Corp., et al.,~~ ~~CA Superior Ct., San Francisco County~~, ~~2/13/2018;~~ ~~Odyssey House La., Inc. v. Morris & Dickson Co., et al., LA Civil Dist. Ct., New Orleans Parish, 2/6/2018;~~ ~~Coyote Valley Band of Pomo Indians v. McKesson Corp., et al.,~~ ~~CA Superior Ct., San Francisco County,1/29/2018;~~ ~~Cty. Comm'n of Mingo Cty. v. Purdue Pharma, L.P., et al.,~~ ~~WV Circuit Ct., Mingo County, 1/18/2018;~~ ~~Brooke Cty. Comm'n v. Purdue Pharma L.P., et al.,~~ ~~WV Circuit Ct., Marshall County, 12/13/2017;~~ ~~Hancock Cty. Comm'n v. Purdue Pharma L.P., et al.,~~ ~~WV Circuit Ct., Marshall County, 12/13/2017;~~ ~~Harrison Cty. Comm'n v. Purdue Pharma L.P., et al.,~~ ~~WV Circuit Ct., Marshall County, 12/13/2017;~~ ~~Lewis Cty. Comm'n v. Purdue Pharma L.P., et al.,~~ ~~WV Circuit Ct., Marshall County, 12/13/2017;~~ ~~Marshall Cty. Comm'n v. Purdue Pharma L.P., et al.,~~ ~~WV Circuit Ct., Marshall County, 12/13/2017;~~ ~~Ohio Cty. Comm'n v. Purdue Pharma L.P., et al.,~~ ~~WV Circuit Ct., Marshall County~~, ~~12/13/2017;~~ ~~Tyler Cty. Comm'n v. Purdue Pharma L.P., et al.,~~ ~~WV Circuit Ct., Marshall County, 12/13/2017;~~ ~~Wetzel Cty. Comm'n v. Purdue Pharma L.P., et al.,~~ ~~WV Circuit Ct., Marshall County, 12/13/2017.~~

~~II. CERTAIN OTHER PROCEEDINGS:~~ (the "MDL"). The ~~Company~~MDL is ~~a defendant in several lawsuits in which the complaints closely track the allegations set forth in a news story that appeared in~~ ~~The New York Times (the "Times~~") ~~on April 21, 2012. One of these is a securities lawsuit that was filed on May 7, 2012,~~pending in the ~~United States~~U.S. District Court for the ~~Middle~~Northern District of ~~Tennessee,~~Ohio and ~~subsequently~~includes over 2,000 cases as of March 5, 2021, some of which cases are in the process of being transferred to the ~~Western District~~MDL. A trial previously scheduled to begin on May 10, 2021 against a number of ~~Arkansas,~~parties, including the Company, regarding opioid dispensing and distribution claims has been postponed and rescheduled for October 4, 2021. A separate trial in the MDL that had been expected to start in November 2020 against a number of parties, including the Company, regarding opioid distribution claims has been postponed indefinitely. There is one case in which the ~~plaintiff~~Company is named as a defendant that was remanded from the MDL court to the U.S. District Court for the Eastern District of Oklahoma. In addition, there are over 200 state court cases pending as of March 5, 2021, some of which may be removed to federal court to seek MDL transfer. The case citations for the state cases are listed on Exhibit 99.1 to this Form 10-K.

DOJ Opioid Litigation: On October 22, 2020, the Company filed a declaratory judgment action in the Eastern District of Texas against the U.S. Department of Justice (the “DOJ”) and the U.S. Drug Enforcement Administration, asking a federal court to clarify the roles and responsibilities of pharmacists and pharmacies as to the dispensing and distribution of opioids under the Controlled Substances Act (the “CSA”). The Company’s action, Walmart Inc. v. U.S. Department of Justice et al., USDC, Eastern Dist. of Texas, 10/22/20, was dismissed and the Company is appealing the decision. A civil complaint pending in the U.S. District Court for the District of Delaware has been filed by the DOJ against the Company, in which the DOJ alleges ~~various~~ violations of the CSA related to nationwide distribution and dispensing of opioids.U.S. ~~Foreign Corrupt Practices Act (the "FCPA") beginning~~v. Walmart Inc., et al., USDC, Dist. of DE, 12/22/20. The Company filed a motion to dismiss the DOJ complaint on February 22, 2021.

Opioids Related Securities Class Actions and Derivative Litigation: A derivative complaint and class action lawsuits drawing heavily on the allegations of the DOJcomplaint have been filed in ~~2005,~~Delaware naming various current and ~~asserts~~former directors and certain officers as defendants. The plaintiff in the derivative suit (in which the Company is a nominal defendant) alleges, among other things, that the defendants breached their fiduciary duties in connection with their oversight of opioids dispensing and distribution. The securities class actions, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended ~~relating~~regarding the Company’s disclosures with respect to ~~certain prior disclosures~~opioids were purportedly filed on behalf of ~~the Company. The plaintiff seeks to represent~~ a class of ~~shareholders~~investors who ~~purchased or~~ acquired Walmart stock from March 30, 2016 through December 22, 2020.

Derivative Lawsuit: Abt v. Alvarez et al., USDC, Dist. of ~~the~~DE, 2/9/21.

Securities Class Actions: Stanton v. Walmart Inc.et al., USDC, Dist. of DE, 1/20/21; Martin v. Walmart Inc. et al., USDC, Dist. of DE, 3/5/21.

II. CERTAIN OTHER MATTERS: The Company between December 8, 2011, and April 20, 2012, and seeks damages and other relief based on allegations that the defendants' conduct affected the value of such stock. On September 20, 2016, the court granted plaintiff's motion for class certification. On October 6, 2016, the defendants filed a petition to appeal the class certification ruling to the U.S. Court of Appeals for the Eighth Circuit. On November 7, 2016, the U.S. Court of Appeals for the Eighth Circuit denied the Company's petition.

~~In addition, a number of derivative complaints have been filed in Delaware and Arkansas, also tracking the allegations of the~~ ~~Times~~ story, and naming various current and former directors and certain former officers as additional defendants. The plaintiffs in the derivative suits (in which the Company is a nominal defendant) allege, among other things, that the defendants who are or were directors or officers of the Company breached their fiduciary duties in connection with their oversight of FCPA compliance. All of the derivative suits have been combined into two consolidated proceedings, one of which was consolidated

inhas received grand jury subpoenas issued by the United States ~~District Court~~Attorney’s Office for the ~~Western~~Middle District of ~~Arkansas~~Pennsylvania seeking documents regarding the Company’s consumer fraud program and anti-money laundering compliance related to the ~~other~~Company’s money transfer services, where Walmart is an agent. The most recent subpoena was issued in August 2020. The Company has been responding to these subpoenas and is cooperating with the ~~Delaware Court of Chancery. On March 31, 2015, the Western District of Arkansas granted the defendants' motion~~government’s investigation. The Company has also responded to ~~dismiss the consolidated derivative proceedings in that court. On April 15, 2015, plaintiffs filed their notice of appeal with~~civil investigative demands from the United States ~~Court of Appeals for~~Federal Trade Commission (the “FTC”) and is cooperating with the ~~Eighth Circuit. On July 22, 2016,~~FTC’s investigation related to money transfers and the ~~United States Court of Appeals for~~Company’s anti-fraud program in its capacity as an agent. The Company is unable to predict the ~~Eighth Circuit affirmed the dismissal~~outcome of the ~~consolidated derivative proceedings in Arkansas. There was~~investigations or any related actions by the governmental entities regarding these matters at this time. While the Company does not currently believe that the outcome of these matters will have a material adverse effect on its business, financial position, results of operations or cash flows, the Company can provide no appeal from that ruling. On May 13, 2016, the Delaware Court of Chancery granted the defendants' motion to dismiss the consolidated derivative proceedings in that court. On June 10, 2016, plaintiffs in the Delaware consolidated derivative proceedings filed their notice of appealassurance as to the ~~Delaware Supreme Court. On January 25, 2018, the Delaware Supreme Court affirmed the dismissal~~scope and outcome of ~~the consolidated derivative proceedings in Delaware.~~

~~Management does not believe any possible loss or the range of any possible loss that may be incurred in connection with~~ these ~~proceedings will be material to the Company's~~matters and whether its business, financial ~~condition or~~position, results of ~~operations.~~operations or cash flows will not be materially adversely affected.

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

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

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

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

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

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

In November and December 2016, the Environmental and Natural History Ministry of Chiapas, Mexico ("Ministry") notified a subsidiary of the Company, Arrendadora de Centros Comerciales, S. de R.L. de C.V. ("Arrendadora"), that it was proposing aggregated penalties approximating $430,000 in respectreasonably believes will exceed an applied threshold not to ~~four stores which the Ministry believed may have been constructed without first obtaining a required~~exceed $1 million. Applying this threshold, there are no environmental ~~impact license. Arrendadora has challenged the penalties before an administrative court and the trials are in process. The Ministry had previously proposed penalties of approximately $640,000 related~~matters to disclose for this matter in 2014, but Arrendadora was released by an administrative court from payment of such penalties on the basis that the Ministry had failed to comply with legal formalities in connection with their imposition.

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

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

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

period.



ITEM 4.			MINE SAFETY DISCLOSURES

Not applicable.

PART II



ITEM 5.			MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Stock

The principal market on which Walmart's common stock is listed for trading onis the New York Stock ~~Exchange, which is the primary market for Walmart's common stock.~~Exchange. The common stock trades under the symbol "WMT."

~~Market Price of Common Stock~~

~~The high market price and low market price per share for the Company's common stock for each fiscal quarter in fiscal 2018 and 2017 were as follows:~~

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

~~The high market price and low market price per share for the Company's common stock for the first fiscal quarter of fiscal 2019, were as follows:~~

2019
High Low
1st Quarter⁽¹⁾
$ 106.56
$ 85.28


~~(1)~~	~~Through March 28, 2018.~~

Holders of Record of Common Stock

As of March ~~28, 2018,~~17, 2021, there were ~~229,858~~214,673 holders of record of Walmart's common stock.

~~Dividends Payable Per Share~~

~~For fiscal 2019, dividends will be paid based on the following schedule:~~

April 2, 2018 $ 0.52
June 4, 2018 0.52
September 4, 2018 0.52
January 2, 2019 0.52

~~Dividends Paid Per Share~~

~~For fiscal 2018, dividends were paid based on the following schedule:~~

April 3, 2017 $ 0.51
June 5, 2017 0.51
September 5, 2017 0.51
January 2, 2018 0.51

~~For fiscal 2017, dividends were paid based on the following schedule:~~

April 4, 2016 $ 0.50
June 6, 2016 0.50
September 6, 2016 0.50
January 3, 2017 0.50

Stock Performance Chart

This graph compares the cumulative total shareholder return on Walmart's common stock during the five fiscal years ~~ending with~~ended through fiscal ~~2018~~2021 to the cumulative total returns on the S&P 500 Retailing Index and the S&P 500 Index. The comparison assumes $100 was invested on February 1, ~~2013,~~2016 in shares of our common stock and in each of the indices shown and assumes that all of the dividends were reinvested.



*Assumes $100 Invested on February 1, ~~2013~~ 2016 Assumes Dividends Reinvested Fiscal Year ~~Ending~~ended January 31, ~~2018~~ 2021


	Fiscal Years Ended January 31,													Fiscal Years Ended January 31,
	2013		2014		2015		2016		2017		2018			2016		2017		2018		2019		2020		2021
Walmart Inc.	$	100.00	$	109.39	$	127.58	$	102.39	$	105.97	$	173.61	Walmart Inc.	$	100.00	$	103.50	$	169.56	$	156.05	$	190.21	$	237.33
S&P 500 Index	100.00		121.52		138.80		137.88		165.51		209.22		S&P 500 Index	100.00		120.04		151.74		148.23		180.37		211.48
S&P 500 Retailing Index	100.00		127.72		153.64		184.32		218.76		321.37		S&P 500 Retailing Index	100.00		120.09		174.49		186.29		219.46		316.05

Issuer ~~Purchases~~Repurchases of Equity Securities

From time to time, we repurchase shares of our 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~~2021 were made under the ~~plan~~$20.0 billion share repurchase program approved in ~~effect at the beginning~~October 2017, of ~~fiscal 2018.~~which authorization for $3.0 billion of share repurchases remained as of January 31, 2021. On ~~October 9, 2017,~~February 18, 2021, the Board of Directors approved a new $20.0 billion share repurchase program which, beginning ~~on November 20, 2017,~~February 22, 2021, 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.

Share repurchase activity under our share repurchase programs, on a trade date basis, for each month in the quarter ended January 31, ~~2018,~~2021, was as follows:

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


Fiscal Period	Total Number of Shares Repurchased	Average Price Paid per Share (in dollars)		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Plans or Programs(1) (in billions)
November 1 - 30, 2020	1,827,372	$	148.91	1,827,372	$	4.2
December 1 - 31, 2020	4,334,315	146.33		4,334,315	3.6
January 1 - 31, 2021	3,926,701	145.80		3,926,701	3.0
Total	10,088,388			10,088,388

(1) Represents the approximate dollar value of shares that could have been ~~purchased under the current plan~~repurchased at the end of the month. The approximate dollar value of shares that could still have been purchased under the plan in effect at the beginning of fiscal 2018, as of November 17, 2017, when such plan was replaced, was $2.2 billion.



ITEM 6.			SELECTED FINANCIAL DATA

This Item is reserved as a result of the Company’s early adoption of Item 301 of Regulation S-K, as deleted pursuant to SEC Release No. 33-10890; 34-90459 (Management’s Discussion and Analysis; Selected Financial Data, and Supplementary Financial Information) adopted by the Securities and Exchange Commission on November 19, 2020.



~~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

Overview

Walmart Inc. ("Walmart," the "Company" or "we") is engaged in retail and wholesale operations in various formats around the world. Through our operations, we help people around the world save money and live better – anytime and anywhere – in retail stores and through eCommerce. Through innovation, we are striving to create a customer-centric experience that seamlessly integrates digital and physical shopping into an omni-channel offering that saves time for our customers. Physical retail encompasses our brick and mortar presence in each of the markets in which we operate. Digital retail, or eCommerce, is comprised of our eCommerce websites, mobile commerce applications and transactions involving both an eCommerce platform and a physical format, which we refer to as omni-channel. Each week, we serve nearly 270 million customers who visit our more than 11,700 stores and numerous eCommerce websites under 65 banners in 28 countries. Our strategy is to lead on price, invest to differentiate on access, be competitive on assortment and deliver a great experience. By leading on price we earn the trust of our customers every day by providing a broad assortment of quality merchandise and services at everyday low prices ("EDLP"). EDLP is our pricing philosophy under which we price items at a low price every day so our customers trust that our prices will not change under frequent promotional activity. Price leadership is core to who we are. Everyday low cost ("EDLC") is our commitment to control expenses so our cost savings can be passed along to our customers. Our physical and digital presence, in which we are investing to integrate into a seamless omni-channel, provides customers convenient access to our broad assortment anytime and anywhere. We strive to give our customers and members a great shopping experience through whichever shopping method they prefer.

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

Walmart U.S. is our largest segment with three primary store formats and eCommerce, as well as 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.

Each of our segments contributes to the Company's operating results differently. Each, however, has generally maintained a consistent contribution rate to the Company's net sales and operating income in recent years other than minor changes to the contribution rate for the Walmart International segment due to fluctuations in currency exchange rates.

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

This discussion, which presents our results for the fiscal years ended January 31, ~~2018~~2021 ("fiscal ~~2018"~~2021"), January 31, ~~2017~~2020 ("fiscal ~~2017"~~2020") and January 31, ~~2016~~2019 ("fiscal ~~2016"~~2019"), should be read in conjunction with our Consolidated Financial Statements and the accompanying notes. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period and the primary factors that accounted for those changes. We also discuss certain performance metrics that management uses to assess the Company's performance. Additionally, the discussion provides information about the financial results of each of the three segments ~~of our business~~ to provide a better understanding of how each of those segments and its results of operations affect the financial ~~condition~~position and results of operations of the Company as a whole.

Throughout this ~~Management's Discussion and Analysis of Financial Condition and Results of Operations,~~Item 7, we discuss segment operating income, comparable store and club sales and other measures. Management measures the results of the Company's segments using each segment's operating income, including certain corporate overhead allocations, as well as other measures. From time to time, we revise the measurement of each segment's operating income ~~including certain corporate overhead allocations,~~ and other measures as determined by the information regularly reviewed by our chief operating decision maker. ~~When we do so,~~

Management also measures the ~~previous period amounts and balances are reclassified to conform to the current period's presentation.~~

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

In discussing our operating results, ~~we use~~ the term ~~"currency~~currency exchange ~~rates" to refer~~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 for financial reporting purposes.~~dollars. We calculate the effect of changes in currency exchange rates ~~from the prior period to the current period~~ as the difference between current period activity translated using the current ~~period's~~period’s currency exchange rates and ~~current period activity translated using~~ the comparable prior year ~~period's~~period’s currency exchange rates. Additionally, no currency exchange rate fluctuations are calculated for non-USD acquisitions until owned for 12 months. Throughout our discussion, we refer to the results of this calculation as the impact of currency exchange rate fluctuations. Volatility in currency exchange rates may impact the results, including net sales and operating income, of the Company and the Walmart International segment in the future.

~~The Retail Industry~~Our business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as weather patterns. Generally, our highest sales volume and operating income have occurred in the fiscal quarter ending January 31; however, the COVID-19 pandemic may have an impact on consumer behaviors that could result in temporary changes in the seasonal fluctuations of our business.

We have taken certain strategic actions to strengthen our Walmart International portfolio for the long-term, including the following highlights over the last three years:

•Acquisition of 81 percent of the outstanding shares, or 77 percent of the diluted shares, of Flipkart Private Limited ("Flipkart") in August 2018. Refer to Note 12 for additional information on the transaction.

•Divestiture of 80 percent of Walmart Brazil in August 2018, for which we recorded a pre-tax loss of $4.8 billion in fiscal 2019. Refer to Note 12 for additional information on the transaction.

•Divestiture of banking operations in Walmart Chile and Walmart Canada in December 2018 and April 2019, respectively.

•In October 2020, we agreed to sell Asda for net consideration of $9.4 billion and recognized an estimated non-cash loss in fiscal 2021 of $5.7 billion, after tax, which includes the loss associated with the expected derecognition of the Asda pension plan. In February 2021, we completed the sale of Asda. Refer to Note 11 and Note 12.

•In November 2020, we completed the sale of Walmart Argentina and recorded a non-cash loss of $1.0 billion, after-tax, primarily due to cumulative foreign currency translation losses. Refer to Note 12.

•In November 2020, we agreed to sell a majority stake in Seiyu for net consideration of approximately $1.2 billion and recognized an estimated non-cash loss of $1.9 billion, after-tax, in fiscal 2021. In March 2021, we completed the sale of Seiyu. Refer to Note 12.

We operate in the highly competitive omni-channel retail industry in all of the markets we serve. We face strong sales competition from other discount, department, drug, dollar, variety and specialty stores, warehouse clubs and supermarkets, as well as eCommerce businesses. Many of these competitors are national, regional or international chains or have a national or international ~~online~~omni-channel or eCommerce presence. We compete with a number of companies for ~~prime retail site locations, as well as in~~ attracting and retaining quality ~~employees ("associates").~~associates. We, along with other retail companies, are influenced by a number of factors including, but not limited to: catastrophic events, weather, global health epidemics including the ongoing COVID-19 pandemic, competitive pressures, consumer disposable income, consumer debt levels and buying patterns, consumer credit availability, cost of goods, currency exchange rate fluctuations, customer preferences, deflation, inflation, fuel and energy prices, general economic conditions, insurance costs, interest rates, labor costs, tax rates, the imposition of tariffs, cybersecurity attacks and unemployment. Further information on the factors that can affect our operating results and on certain risks to our Company and an investment in its securities can be found herein under "Item 1A. Risk Factors,."

COVID-19 Updates

Throughout fiscal 2021, we have operated with a clear set of priorities to guide our decision making through the COVID-19 pandemic. These priorities are:

•Supporting our associates on the front lines in terms of their physical safety, financial health and emotional well-being. We are providing extra pay and benefits, including special cash bonuses to associates and the introduction of a COVID-19 Emergency Leave Policy in the U.S.

•Serving our customers as safely as possible and keeping our supply chain operating. We reduced our store operating hours at the onset of the COVID-19 pandemic and have expanded store hours slightly toward the end of the year.

•Helping others which includes waiving or discounting rent for in-store tenants in April and May 2020 as well as hiring more than 500,000 new associates.

•Managing the business well both operationally and financially and driving our long-term strategy.We are maintaining our everyday low-price discipline while investing in our omni-channel offering which continues to resonate with customers around the world who are increasingly seeking convenience.

While we incurred incremental costs of $4.0 billion during fiscal 2021 associated with operating during a global health crisis, the COVID-19 pandemic resulted in overall net sales growth during fiscal 2021 with strong comparable sales in the U.S. and the majority of our international markets. Sales trends were positively affected by eCommerce growth acceleration and we also saw customers consolidate shopping trips and purchase larger baskets. For a detailed discussion on results of operations by reportable segment, refer to "Results of Operations" below.

We expect continued uncertainty in our business and ~~under "Cautionary Statement Regarding Forward-Looking Statements~~."the global economy due to the duration and intensity of the COVID-19 pandemic; the duration and extent of economic stimulus; timing and effectiveness of global vaccines; and volatility in employment trends and consumer confidence which may impact our results.

Company Performance Metrics

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

•strong, efficient growth;

•consistent operating discipline; and

•strategic capital allocation.

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

Strong, Efficient Growth

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

Comparable sales is a metric ~~which~~that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs, including eCommerce sales, for a particular period over the corresponding period in the previous year. The retail industry generally reports comparable sales using the retail calendar (also known as the 4-5-4 calendar). To be consistent with the retail industry, we provide comparable sales using the retail calendar in our quarterly earnings releases. However, when we discuss our comparable sales below, we are referring to our calendar comparable sales calculated using our fiscal ~~calendar. As our fiscal~~ calendar, ~~differs from~~which may result in differences when compared to comparable sales using the retail ~~calendar, our fiscal calendar comparable sales also differ from the retail calendar comparable sales provided in our quarterly earnings releases.~~

calendar.

Calendar comparable sales, ~~as well as~~including the impact of fuel, for fiscal ~~2018~~2021 and ~~2017,~~2020, were as follows:


	Fiscal Years Ended January 31,
	2021	2020	2021	2020
	With Fuel		Fuel Impact
Walmart U.S.	8.7%	2.9%	(0.2)%	0.0%
Sam's Club	8.7%	1.6%	(3.4)%	0.8%
Total U.S.	8.7%	2.7%	(0.6)%	0.1%

Fiscal Years Ended January 31,
2018 2017 2018 2017
With Fuel Fuel Impact
Walmart U.S. 2.1% 1.6% 0.1% 0.0%
Sam's Club 2.8% 0.5% 1.0% (0.9)%
Total U.S. 2.2% 1.4% 0.2% (0.1)%

Comparable sales in the U.S., including fuel, increased ~~2.2%~~8.7% and ~~1.4%~~2.7% in fiscal ~~2018~~2021 and ~~2017,~~2020, respectively, when compared to the previous fiscal year. ~~The fiscal 2018 total~~Walmart U.S. comparable sales ~~were positively impacted~~increased 8.7% and 2.9% in fiscal 2021 and 2020, respectively. For fiscal 2021, comparable sales growth was driven by ~~continued traffic improvement, higher eCommerce~~growth in average ticket primarily resulting from increased demand due to the COVID-19 pandemic, partially offset by a decline in transactions as customers consolidated shopping trips. For fiscal 2020, comparable sales growth was driven by growth in average ticket and ~~the impact of higher fuel sales.~~transactions. Walmart U.S. eCommerce sales positively ~~impacted~~contributed approximately 5.4% and 2.1% to comparable sales ~~approximately 0.7%~~ for ~~both Walmart U.S.~~fiscal 2021 and 2020, respectively, as we continue to focus on a seamless omni-channel experience for our customers.

Sam's Club ~~for fiscal 2018. The fiscal 2017 total U.S.~~ comparable sales ~~were positively impacted by continued traffic improvement~~increased 8.7% and ~~higher eCommerce~~1.6% in fiscal 2021 and 2020, respectively. For fiscal 2021, Sam's Club comparable sales atbenefited from growth in transactions and average ticket resulting from the ~~Walmart U.S. segment,~~COVID-19 pandemic, partially offset by ~~the negative impact of~~both our decision to remove tobacco from certain club locations and by lower fuel sales. Sam's Club comparable sales ~~primarily~~for fiscal 2020 benefited from growth in transactions and higher fuel sales, which were partially offset by lower average ticket due to ~~lower fuel prices at the~~our decision to remove tobacco from certain club locations. Sam's Club ~~segment.~~ eCommerce sales positively ~~impacted~~contributed approximately 2.2% and 1.8% to comparable sales ~~approximately 0.4% and 0.7% for Walmart U.S. and Sam's Club, respectively,~~ for fiscal ~~2017.~~2021 and 2020, respectively.

In the past, when we were focused on adding new stores and clubs in the U.S., we did so with an understanding that additional stores and clubs may take sales away from existing units. We reduced the number of new store and club openings in fiscal 2018 and the negative impact on comparable sales as a result of these openings was not significant. We expect this trend to continue in the future as well. In fiscal 2017, we estimate the negative impact on comparable sales as a result of opening new stores and clubs was approximately 0.7%. Our estimate was calculated primarily by comparing the sales trends of the impacted stores and clubs, which are identified based on their proximity to the new stores and clubs, to those of nearby non-impacted stores and clubs, in each case, as measured after the new stores and clubs are opened.

Consistent Operating Discipline

We operate with discipline by managing expenses, ~~and~~ optimizing the efficiency of how we ~~work.~~work and creating an environment in which we have sustainable lowest cost to serve. We invest in technology and process improvements to increase productivity, manage inventory and reduce costs. We measure operating discipline through expense leverage, which we define as net sales growing at a faster rate than operating, ~~expenses.~~

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 %

~~For fiscal 2018, operating,~~ selling, general and administrative ("operating") ~~expenses as a percentage of net sales increased 32 basis points, when compared to the same period in the previous~~expenses.


	Fiscal Years Ended January 31,
(Amounts in millions, except unit counts)	2021			2020
Net sales	$	555,233		$	519,926
Percentage change from comparable period	6.8		%	1.9		%
Operating, selling, general and administrative expenses	$	116,288		$	108,791
Percentage change from comparable period	6.9		%	1.5		%
Operating, selling, general and administrative expenses as a percentage of net sales	20.9		%	20.9		%

For fiscal ~~year. While our increase in net sales and improving expense management had a positive impact on our~~2021, operating expenses as a percentage of net sales ~~we did not leverage~~was flat when compared to the previous fiscal year. Operating expenses as a ~~result~~percentage of ~~approximately $0.6~~net sales benefited from strong growth in comparable sales and lapping the $0.9 billion business restructuring charges from the prior year described below. These benefits were offset by $4.0 billion of charges related to Sam's Club closures and discontinued real estate projects, approximately $400 million related to a lump sum bonus paid to associates, $300 million related to Home Office severance, a legal accrual of $283 millionincremental costs related to the ~~FCPA matter,~~COVID-19 pandemic and a $0.4 billion business restructuring charge ~~of $244 million related to~~in the Walmart U.S. ~~discontinued real estate projects,~~segment recorded in the second quarter of fiscal 2021.

For fiscal 2020, operating expenses as a percentage of net sales decreased 8 basis points compared to the previous fiscal year due to our focus on expense management combined with our growth in comparable store sales. These improvements were partially offset by $0.9 billion in business restructuring charges consisting primarily of non-cash impairment charges for certain trade names, acquired developed technology, and other business restructuring charges due to strategic decisions that resulted in the ~~decisions to exit~~write down of certain ~~international properties~~assets in the Walmart U.S. and ~~wind down the first party Brazil eCommerce operations.~~Walmart International segments.

Strategic Capital Allocation

WeOur strategy includes improving our customer-facing initiatives in stores and clubs and creating a seamless omni-channel experience for our customers. As such, we are allocating more capital to ~~remodels,~~ eCommerce, technology, ~~and~~ supply chain, and store remodels and less to new store and club ~~openings, when~~openings. Total fiscal 2021 capital expenditures decreased slightly compared to the prior ~~years. This allocation aligns with our initiatives of improving our customer proposition in stores and clubs and integrating digital and physical shopping.~~year. The following table provides additional detail:


(Amounts in millions)	Fiscal Years Ended January 31,
Allocation of Capital Expenditures	2021		2020
eCommerce, technology, supply chain and other	$	5,681	$	5,643
Remodels	2,013		2,184
New stores and clubs, including expansions and relocations	134		77
Total U.S.	$	7,828	$	7,904
Walmart International	2,436		2,801
Total capital expenditures	$	10,264	$	10,705

(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

Total U.S. capital expenditures decreased $478 million for fiscal 2018, when compared to the previous fiscal year. Capital expenditures related to new stores and clubs, including expansions and relocations, decreased $1.3 billion, partially offset by increases to capital expenditures for remodels and for eCommerce, technology, supply chain and other. These changes were a result of our shift in capital allocation strategy to support growth in comparable store and club sales and eCommerce, while slowing the rate at which we open new stores and clubs.

Returns

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

Return on Assets and Return on Investment

We include Return on Assets ("ROA"), the most directly comparable measure based on our financial statements presented in accordance with generally accepted accounting principles in the U.S. ("GAAP"), and Return on Investment ("ROI") as metrics to assess returns on assets. While ROI is considered a non-GAAP financial measure, management believes ROI is a meaningful metric to share with investors because it helps investors assess how effectively Walmart is deploying its assets. Trends in ROI can fluctuate over time as management balances long-term ~~potential~~ strategic initiatives with possible short-term impacts. ROA was ~~5.2%~~5.6% and ~~7.2%~~6.7% for ~~the~~ fiscal ~~years ended January 31, 2018~~2021 and ~~2017,~~2020, respectively. The ~~decline~~decrease in ROA was primarily due to the ~~loss~~losses on ~~extinguishment of debt and~~certain international operations held for sale or sold, partially offset by the ~~decrease~~fair value change in our equity investments as well as the increase in operating ~~income for the fiscal year ended January 31, 2018.~~income. ROI was ~~14.2%~~14.0% and ~~15.2%~~13.4% for ~~the~~ fiscal ~~years ended January 31, 2018~~2021 and ~~2017,~~2020, respectively. The ~~decline~~increase in ROI was primarily due to the ~~decrease~~increase in operating ~~income for the fiscal year ended January 31, 2018.~~income.

We define ROI as adjusted operating income (operating income plus interest income, depreciation and amortization, and rent expense) for the ~~fiscal year or~~ trailing 12twelve months divided by average invested capital during that period. We consider average invested capital to be the average of our beginning and ending total assets, plus average accumulated depreciation and average ~~accumulated~~ amortization, less average accounts payable and average accrued liabilities for that ~~period, plus a rent factor equal~~period. For fiscal 2020, lease related assets and associated accumulated amortization are included in the denominator at their carrying amount as of that balance sheet date, rather than averaged, because they are not directly comparable to the prior year calculation which included rent for the ~~fiscal year or~~ trailing 12 months multiplied by a factor of ~~eight. When we have discontinued operations, we exclude~~8. A two-point average was used for leased assets beginning in fiscal 2021, after one full year from the ~~impact~~date of ~~the discontinued operations.~~adoption of ASU 2016-02, Leases (Topic 842) ("ASU 2016-02").

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

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

3736

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


		Fiscal Years Ended January 31,							Fiscal Years Ended January 31,
(Amounts in millions)		2018			2017			(Amounts in millions)	2021			2020
CALCULATION OF RETURN ON ASSETS	CALCULATION OF RETURN ON ASSETS							CALCULATION OF RETURN ON ASSETS
Numerator								Numerator
Consolidated net income		$	10,523		$	14,293		Consolidated net income	$	13,706		$	15,201
Denominator								Denominator
Average total assets⁽¹⁾		$	201,674		$	199,203		Average total assets(1)	$	244,496		$	227,895
Return on assets (ROA)		5.2		%	7.2		%	Return on assets (ROA)	5.6		%	6.7		%

CALCULATION OF RETURN ON INVESTMENT	CALCULATION OF RETURN ON INVESTMENT							CALCULATION OF RETURN ON INVESTMENT
Numerator								Numerator
Operating income		$	20,437		$	22,764		Operating income	$	22,548		$	20,568
+ Interest income		152			100			+ Interest income	121			189
+ Depreciation and amortization		10,529			10,080			+ Depreciation and amortization	11,152			10,987
+ Rent		2,932			2,612			+ Rent	2,626			2,670
= Adjusted operating income		$	34,050		$	35,556
ROI operating income								ROI operating income	$	36,447		$	34,414

Denominator								Denominator
Average total assets⁽¹⁾		$	201,674		$	199,203
+ Average accumulated depreciation and amortization⁽¹⁾		79,995			74,245
Average total assets(1), (2)								Average total assets(1), (2)	$	244,496		$	235,277
+ Average accumulated depreciation and amortization(1), (2)								+ Average accumulated depreciation and amortization(1), (2)	94,351			90,351
- Average accounts payable⁽¹⁾		43,763			39,960			- Average accounts payable(1)	48,057			47,017
- Average accrued liabilities⁽¹⁾		21,388			20,131			- Average accrued liabilities(1)	30,131			22,228
+ Rent x 8		23,456			20,896
= Average invested capital		$	239,974		$	234,253

Average invested capital								Average invested capital	$	260,659		$	256,383
Return on investment (ROI)		14.2		%	15.2		%	Return on investment (ROI)	14.0		%	13.4		%


	As of January 31,
	2021		2020		2019
Certain Balance Sheet Data
Total assets	$	252,496	$	236,495	$	219,295
Leased assets, net	NP		21,841		7,078
Total assets without leased assets, net	NP		214,654		212,217
Accumulated depreciation and amortization	94,187		94,514		87,175
Accumulated amortization on leased assets	NP		4,694		5,682
Accumulated depreciation and amortization, without leased assets	NP		89,820		81,493
Accounts payable	49,141		46,973		47,060
Accrued liabilities	37,966		22,296		22,159

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

(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 corresponding prior period and dividing by 2. Average total assets as used in ROA includes the average impact of the adoption of ASU 2016-02.

(2) For fiscal 2020, as a result of adopting ASU 2016-02, average total assets is based on the average of total assets without leased assets, net plus leased assets, net as of January 31, 2020. Average accumulated depreciation and amortization is based on the average of accumulated depreciation and amortization, without leased assets plus accumulated amortization on leased assets as of January 31, 2020.

NP = Not provided.

Free Cash Flow

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

We define free cash flow as net cash provided by operating activities in a period minus payments for property and equipment made in that period. We had net cash provided by operating activities of ~~$28.3~~$36.1 billion, ~~$31.7~~$25.3 billion and ~~$27.6~~$27.8 billion for fiscal ~~2018, 2017~~2021, 2020 and ~~2016,~~2019, respectively. We generated free cash flow of ~~$18.3~~$25.8 billion, ~~$21.1~~$14.6 billion and ~~$16.1~~$17.4 billion for fiscal ~~2018, 2017~~2021, 2020 and ~~2016,~~2019, respectively. ~~The decreases in net~~Net cash provided by operating activities ~~and free cash flow in~~for fiscal ~~2018 from~~2021 increased when compared to fiscal ~~2017 were~~2020 primarily due to the ~~timing~~impact of ~~tax and other payments,~~the global health crisis which accelerated inventory sell-through, as well as ~~lapping~~ the ~~previous year's improvements in working capital management~~timing and payment of inventory purchases, incremental COVID-19 related expenses and certain benefit payments. Free cash flow for fiscal 2021 increased when compared to fiscal 2020 due to the ~~benefit from~~same reasons as the ~~application of tax regulations adopted in fiscal 2017. The~~ increase in net cash provided by operating activities, ~~and free~~as well as $0.4 billion in decreased capital expenditures. Net cash ~~flow in~~provided by operating activities for fiscal ~~2017 from~~2020 declined when compared to fiscal ~~2016~~2019 was primarily due to ~~improved working capital management. Additionally, we benefited from~~ the ~~application of new tax regulations related~~contribution to the ~~accelerated deduction~~Asda pension plan in anticipation of ~~remodels~~its

future settlement, the inclusion of a full year of Flipkart operations, and ~~related expenses.~~the timing of vendor payments. Free cash flow for fiscal 2020 declined when compared to fiscal 2019 due to the same reasons as the decline in net cash provided by operating activities, as well as $0.4 billion in increased capital expenditures.

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:~~activities.


	Fiscal Years Ended January 31,										Fiscal Years Ended January 31,
(Amounts in millions)	2018			2017			2016			(Amounts in millions)	2021		2020		2019
Net cash provided by operating activities	$	28,337		$	31,673		$	27,552		Net cash provided by operating activities	$	36,074	$	25,255	$	27,753
Payments for property and equipment	(10,051		)	(10,619		)	(11,477		)	Payments for property and equipment	(10,264)		(10,705)		(10,344)
Free cash flow	$	18,286		$	21,054		$	16,075		Free cash flow	$	25,810	$	14,550	$	17,409

Net cash used in investing activities⁽¹⁾	$	(9,060	)	$	(13,987	)	$	(10,675	)	Net cash used in investing activities(1)	$	(10,071)	$	(9,128)	$	(24,036)
Net cash used in financing activities	(19,875		)	(19,072		)	(16,285		)	Net cash used in financing activities	(16,117)		(14,299)		(2,537)

Contractual Obligations

The following table sets forth certain information concerning our obligations to make contractual future payments, such as debt and lease agreements, and certain contingent commitments as of January 31, ~~2018:~~2021:


			Payments Due During Fiscal Years Ending January 31,
(Amounts in millions)	Total		2022		2023-2024		2025-2026		Thereafter
Recorded contractual obligations:
Long-term debt(1)	$	44,309	$	3,115	$	7,735	$	5,840	$	27,619
Short-term borrowings	224		224		—		—		—
Operating lease obligations(2)	20,949		2,189		3,878		3,224		11,658
Finance lease obligations and other(2)(3)	8,835		896		1,461		1,221		5,257
Obligations related to businesses held for sale(4)	8,081		564		1,034		899		5,584
Unrecorded contractual obligations:
Estimated interest on long-term debt	21,124		1,636		3,072		2,678		13,738
Syndicated and other letters of credit	2,019		2,019		—		—		—
Purchase obligations	15,004		7,017		5,562		1,495		930
Obligations related to businesses held for sale(4)	856		621		210		22		3
Total contractual obligations	$	121,401	$	18,281	$	22,952	$	15,379	$	64,789

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) Includes deferred loan costs, discounts, fair value hedges, foreign-held debt and secured debt.


~~(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.~~

~~Additionally,~~(2) Represents our contractual obligations to make future payments under non-cancelable operating leases and finance lease agreements, both of which are recorded on the ~~Company has $12.5 billion~~balance sheet at their present value. Refer to Note 7 to our Consolidated Financial Statements for additional information regarding operating and finance leases.

(3) Finance lease obligations and other includes contractual obligations under other financing obligations of $1.3 billion.

(4) Includes obligations related to our operations in ~~undrawn committed lines~~Japan and the United Kingdom which are classified as held for sale as of ~~credit in~~January 31, 2021.

Under the ~~U.S. and approximately $4.0 billion of undrawn committed lines of credit outside~~terms of the ~~U.S. which, if drawn upon, would be included~~sale of the majority stake of Walmart Brazil, we agreed to indemnify the purchaser for certain pre-closing tax and legal contingencies and other matters for up to R$2.3 billion, adjusted for interest based on the Brazilian interbank deposit rate. As of January 31, 2021, the indemnification liability was $0.6 billion and recorded in ~~the current liabilities section of~~deferred income taxes and other in the Company's Consolidated Balance ~~Sheets.~~Sheet.

Estimated interest payments are based on our principal amounts and expected maturities of all debt outstanding atas of January 31, ~~2018,~~2021, and assumes interest rates remain at current levels for our variable rate debt. Additionally, we have $15.0 billion of various undrawn committed lines of credit in the U.S. as of January 31, 2021.

Purchase obligations include legally binding contracts, such as firm commitments for inventory and utility purchases, as well as commitments to make capital expenditures, software acquisition and license commitments and legally binding service contracts. For the purposes of ~~this~~the above table, contractual obligations for the purchase of goods or services are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Contracts that specify the Company will purchase all or a portion of its requirements of a specific product or service from a supplier, but do not include a fixed or minimum quantity, are excluded from the table above. ~~Additionally,~~Accordingly, purchase orders for inventory are not included in the table above as purchase orders represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our current inventory needs and are fulfilled by our suppliers within short time periods. We also enter into contracts for outsourced services; however, the obligations under these contracts are not significant and the contracts generally contain clauses allowing for cancellation without significant penalty.

The expected timing for payment discussed above is estimated based on current information. Timing of payments and actual amounts paid may be different depending on the timing of receipt of goods or services or changes to agreed-upon amounts for some obligations.

In addition to the amounts shown in the table above, ~~$1.0~~$1.7 billion of net unrecognized tax benefits are considered uncertain tax positions and have been recorded as liabilities. The timing of the payment, if any, associated with these liabilities is uncertain. Refer to Note 9 to our Consolidated Financial Statements for additional discussion of unrecognized tax benefits.

Off Balance Sheet Arrangements

As of January 31, ~~2018,~~2021, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial ~~condition,~~position, results of operations, liquidity, capital expenditures or capital resources.

Other Matters

We discuss our "Asda Equal Value Claims" which includes certain existing ~~FCPA investigation and related matters,~~employment claims against our recently divested United Kingdom subsidiary, Asda Group Limited, including certain risks arising therefrom, under the sub-caption "Legal Proceedings" in Note 10 to our Consolidated Financial Statements. We also discuss the Opioids Litigation including certain risks arising therefrom, in "~~Part I,~~ Item 1A1A. Risk Factors ~~of this Form 10-K~~" under the caption ~~"Risk Factors"~~"Legal, Tax, Regulatory, Compliance, Reputational and Other Risks" and under the sub-caption "Legal Proceedings" in Note 10 to our Consolidated Financial ~~Statements, which is captioned "Contingencies," and appears elsewhere herein.~~Statements. We also discuss various legal proceedings related to the ~~FCPA investigation~~Asda Equal Value Claims and Opioids Litigation in "Item 33. Legal Proceedings" herein under the caption ~~"Part I, Item 3. Legal Proceedings,~~"Supplemental Information." ~~under the sub-caption "II. Certain Other Proceedings." We discuss the "equal value" claims against our United Kingdom subsidiary, ASDA Stores, Ltd., including certain risks arising therefrom,~~The foregoing matters and other matters described elsewhere in ~~Part I, Item 1A~~ of this Annual Report on Form 10-K ~~under~~represent contingencies of the ~~caption "Risk Factors" and under~~Company that may or may not result in the ~~sub-caption "Legal Proceedings" in~~ ~~Note 10~~ to our Consolidated Financial Statements, which is captioned "Contingencies," and appears elsewhere herein. We discuss the national prescription opiate litigation including certain risks arising therefrom, in ~~Part I, Item 1A~~ ~~of this Form 10-K under the caption "Risk Factors" and under the sub-caption "Legal Proceedings" in~~ ~~Note 10~~ ~~to our Consolidated Financial Statements, which is captioned "Contingencies," and appears elsewhere herein.~~Company incurring a material liability upon their final resolution.

Summary of Critical Accounting Estimates

Management strives to report our financial results in a clear and understandable manner, although in some cases accounting and disclosure rules are complex and require us to use technical terminology. In preparing the Company's Consolidated Financial Statements, we follow accounting principles generally accepted in the U.S. These principles require us to make certain estimates and apply judgments that affect our financial position and results of operations as reflected in our financial statements. These judgments and estimates are based on past events and expectations of future outcomes. Actual results may differ from our estimates.

Management continually reviews our accounting policies, how they are applied and how they are reported and disclosed in our financial statements. Following is a summary of our critical accounting estimates and how they are applied in preparation of the financial statements.

Inventories

We value inventories at the lower of cost or market as determined primarily by the retail inventory method of accounting, using the last-in, first-out ("LIFO") method for Walmart U.S. segment's inventories. The inventory at the Walmart International segment is valued primarily by the retail inventory method of accounting, using the first-in, first-out ("FIFO") method. The retail inventory method of accounting results in inventory being valued at the lower of cost or market, since permanent markdowns are immediately recorded as a reduction of the retail value of inventory. The inventory at the Sam's Club segment is valued using the weighted-average cost LIFO method.

Under the retail method of accounting, inventory is valued at the lower of cost or market, which is determined by applying a cost-to-retail ratio to each merchandise grouping's retail value. The FIFO cost-to-retail ratio is generally based on the fiscal year purchase activity. The cost-to-retail ratio for measuring any LIFO provision is based on the initial margin of the fiscal year purchase activity less the impact of any permanent markdowns. The retail method of accounting requires management to make certain judgments and estimates that may significantly impact the ending inventory valuation at cost, as well as the amount of gross profit recognized. Judgments made include recording markdowns used to sell inventory and shrinkage. When management determines the ability to sell inventory has diminished, markdowns for clearance activity and the related cost impact are recorded. Factors considered in the determination of markdowns include current and anticipated demand, customer preferences and age of merchandise, as well as seasonal and fashion trends. Changes in weather and customer preferences could also cause changes in the amount and timing of markdowns from year to year.

When necessary, we record a LIFO provision for the estimated annual effect of inflation, and these estimates are adjusted to actual results determined at year-end. Our LIFO provision is calculated based on inventory levels, markup rates and internally generated retail price indices. As a measure of sensitivity, a 1% increase to our retail price indices would not have resulted in a decrease to the carrying value of inventory. AtAs of January 31, ~~2018~~2021 and ~~2017,~~2020, our inventories valued at LIFO approximated those inventories as if they were valued at ~~FIFO.~~

We provide for estimated inventory losses, or shrinkage, between physical inventory counts on the basis of a historical percentage of sales. Following annual inventory counts, the provision is adjusted to reflect updated historical results. Historically, our estimated inventory losses have been materially accurate when compared to annual inventory counts and we expect that trend to continue.first-in, first-out ("FIFO").

Impairment of Assets

We evaluate long-lived assets ~~other than goodwill and assets with indefinite lives,~~ for indicators of impairment whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. Management's judgments regarding the existence of impairment indicators are based on market conditions and financial performance. The evaluation of long-lived assets is performed at the lowest level of identifiable cash flows, which is generally at the individual store level. The variability of these factors depends on a number of conditions, including uncertainty about future events and changes in

demographics. Thus, our accounting estimates may change from period to period. These factors could cause management to conclude that indicators of impairment exist and require impairment tests be performed, which could result in management determining the value of long-lived assets is impaired, resulting in a write-down of the related long-lived assets. ~~Although impairment charges for fiscal 2018 were $1.4 billion, these charges primarily related to restructuring activities described in~~ ~~Note 14, as well as discontinued real estate projects in the U.S. and decisions to exit certain international properties.~~ Impairment charges ~~not related to restructuring activities or decisions to exit properties for~~on assets held and used were immaterial in fiscal ~~2018 were not material~~2021, 2020 and 2019. As a measure of sensitivity, fiscal 2021 impairment would not change materially with a 10% decrease in the undiscounted cash flows for the stores or clubs with indicators of impairment. ~~Additionally, total~~

In fiscal 2021, the Company's operations in Argentina, Japan and the United Kingdom met the held for sale criteria. As a result, the individual disposal groups were measured at fair value, less costs to sell, which resulted in impairment charges that were included in the total estimated pre-tax loss of $8.3 billion recorded in fiscal 2021. Refer to Note 12. Fiscal 2019 included a pre-tax loss of $4.8 billion related to the sale of the majority stake in Walmart Brazil, which included full impairment of all related assets.

Business Combinations, Goodwill, and Acquired Intangible Assets

We account for ~~fiscal 2017 were~~business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values at the date of acquisition. The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when market value is not ~~material.~~readily available. For intangible assets acquired in a business combination, we typically use the income method. Significant estimates in valuing certain intangible assets include, but are not limited to, the amount and timing of future cash flows, growth rates, discount rates and useful lives. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded as goodwill.

Goodwill is assigned to the reporting unit which consolidates the acquisition. Components within the same reportable segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. As of January 31, 2021, our reporting units consisted of Walmart U.S., Walmart International and Sam's Club. Goodwill and other indefinite-lived acquired intangible assets are not amortized, but are evaluated for impairment annually or whenever events or changes in circumstances indicate that the value of a certain asset may be impaired. Generally, this evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary. If we determine, after performing an assessment based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in excess of the carrying amount cannot be assured, then a quantitative impairment test would be performed. The quantitative test for impairment requires management to make judgments relating to future cash flows, growth rates and economic and market conditions. These evaluations are based on determining the fair value of a reporting unit or asset using a valuation method such as discounted cash flow or a relative, market-based approach. Historically, our reporting units ~~and other indefinite-lived acquired intangible assets~~ have generated sufficient returns to recover the cost of goodwill, ~~and other~~as the fair value significantly exceeded the carrying value. Our indefinite-lived acquired intangible ~~assets.~~assets have also historically generated sufficient returns to recover their cost. Because of the nature of the factors used in these tests, if different conditions occur in future periods, future operating results could be materially impacted. ~~For~~Due to certain strategic restructuring decisions, we recorded approximately ~~$300 million~~$0.7 billion in impairment in fiscal 2020 related to acquired trade names and acquired developed software.

Contingencies

We are involved in a number of ~~certain acquired indefinite-lived intangible assets,~~legal proceedings. We record a liability when it is probable that a loss has been incurred and the ~~fair value approximated~~amount is reasonably estimable. We also perform an assessment of the ~~carrying value; any deterioration~~materiality of loss contingencies where a loss is either not probable or it is reasonably possible that a loss could be incurred in excess of amounts accrued. If a loss or an additional loss has at least a reasonable possibility of occurring and the impact on the financial statements would be material, we provide disclosure of the loss contingency in the ~~fair value may result~~footnotes to our financial statements. We review all contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or the range of the loss can be made. Although we are not able to predict the outcome or reasonably estimate a range of possible losses in certain matters described in Note 10 to our Consolidated Financial Statements, and have not recorded an ~~impairment charge.~~ associated accrual related to these matters, an adverse judgment or negotiated resolution in any of these matters could have a material adverse effect on our business, financial position, results of operations or cash flows.

Income Taxes

Income taxes have a significant effect on our net earnings. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Accordingly, the determination of our provision for income taxes requires ~~significant~~ judgment, the use of estimates in certain cases and the interpretation and application of complex tax laws. Our effective income tax rate is affected by many factors, including changes in our assessment of certain tax contingencies, increases and decreases in valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items and the mix of earnings among our U.S. and international operations where the statutory rates are generally ~~lower~~higher than the U.S. statutory rate, and may fluctuate as a result.

Our tax returns are routinely audited and settlements of issues raised in these audits sometimes affect our tax provisions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more likely than not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the financial statements as appropriate. We account for uncertain tax positions by determining the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. This determination requires the use of ~~significant~~ judgment in evaluating our tax positions and assessing the timing and amounts of deductible and taxable items.

Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent that a portion is not more likely than not to be realized. Many factors are considered when assessing whether it is more likely than not that the deferred tax assets will be realized, including recent cumulative earnings, expectations of future taxable income, carryforward periods and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. This evaluation relies ~~heavily~~ on estimates.

On December 22, 2017, the Tax ~~Cuts and Jobs~~ Act ~~of 2017 (the "Tax Act")~~ was enacted and contains significant changes to U.S. income tax law. Effective inbeginning January 2018, the Tax Act ~~reduces~~reduced the U.S. statutory tax rate from ~~35 percent~~35% to ~~21 percent~~21% and ~~creates~~created new taxes on foreign-sourced earnings and related-party payments. ~~In addition, the Company was subject to a one-time transition tax in fiscal 2018 on accumulated foreign subsidiary earnings not previously subject to U.S. income tax.~~

During the fourth quarter of fiscal 2018, the Company recorded a net tax benefit of $0.2 billion related to the enactment of the Tax Act. The benefit primarily related to the remeasurement of the Company's deferred tax assets and liabilities considering the Tax Act's newly enacted tax rates and is net of the Tax Act's one-time transition tax on previously unremitted earnings of non-U.S. subsidiaries. As discussed in Note 9 to our Consolidated Financial Statements, aswe completed our accounting for the ~~Company collects and prepares necessary data, and interprets~~tax effects of the Tax Act ~~and any additional~~in fiscal 2019. As further guidance is issued by the U.S. Treasury Department, the IRS, and other ~~standard-setting~~standard–setting bodies, ~~the Company may make adjustments~~any resulting changes to ~~the provisional amounts. Those adjustments may materially impact~~ our ~~provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Tax Act is provisional and~~estimates will be ~~completed by~~treated in accordance with the ~~measurement period provided in Staff Accounting Bulletin No. 118.~~

relevant accounting guidance.



ITEM 7A.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

In addition to the risks inherent in our operations, we are exposed to certain market risks, including changes in interest rates, ~~and fluctuations in~~ currency exchange ~~rates.~~rates and the fair value of certain equity investments.

The analysis presented below for each of our market risk sensitive instruments is based on a hypothetical scenario used to calibrate potential risk and does not represent our view of future market changes. The effect of a change in a particular assumption is calculated without adjusting any other assumption. In reality, however, a change in one factor could cause a change in another, which may magnify or negate other sensitivities.

Interest Rate Risk

We are exposed to changes in interest rates as a result of our short-term borrowings and long-term ~~debt issuances.~~debt. We hedge a portion of our interest rate risk by managing the mix of fixed and variable rate debt and by entering into interest rate swaps. For fiscal ~~2018,~~2021, the net fair value of our interest rate swaps ~~decreased approximately $87~~increased $69 million primarily due to fluctuations in market interest rates.

The table below provides information about our financial instruments that are sensitive to changes in interest rates. For long-term debt, ~~obligations,~~ the table represents the principal cash flows and related weighted-average interest rates by expected maturity dates. For interest rate swaps, the table represents the contractual cash flows and weighted-average interest rates by the contractual maturity date, unless otherwise noted. The notional amounts are used to calculate contractual cash flows to be exchanged under the contracts. The weighted-average variable rates are based upon prevailing market rates atas of January 31, ~~2018.~~2021.


	Expected Maturity Date
(Amounts in millions)	Fiscal 2022			Fiscal 2023			Fiscal 2024			Fiscal 2025			Fiscal 2026			Thereafter			Total
Liabilities
Short-term borrowings:
Variable rate	$	224		$	—		$	—		$	—		$	—		$	—		$	224
Weighted-average interest rate	1.9		%	—		%	—		%	—		%	—		%	—		%	1.9		%
Long-term debt(1):
Fixed rate	$	2,365		$	3,014		$	4,721		$	4,360		$	1,480		$	27,619		$	43,559
Weighted-average interest rate	3.8		%	1.7		%	3.1		%	2.7		%	3.6		%	4.5		%	3.9		%
Variable rate	$	750		$	—		$	—		$	—		$	—		$	—		$	750
Weighted-average interest rate	0.5		%	—		%	—		%	—		%	—		%	—		%	0.5		%
Interest rate derivatives
Interest rate swaps:
Fixed to variable	$	—		$	—		$	1,750		$	1,500		$	—		$	—		$	3,250
Weighted-average pay rate	—		%	—		%	0.6		%	1.3		%	—		%	—		%	0.9		%
Weighted-average receive rate	—		%	—		%	2.6		%	3.3		%	—		%	—		%	2.9		%

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) Includes deferred loan costs, discounts, fair value hedges, foreign-held debt and secured debt.


~~(1)~~	~~The long-term debt amounts in the table exclude the Company's derivatives classified as fair value hedges.~~

As of January 31, ~~2018,~~2021, our variable rate borrowings, including the effect of our commercial paper and interest rate swaps, represented ~~26%~~9% of our total short-term and long-term debt. Based on January 31, ~~2018~~2021 debt levels, a 100 basis point change in prevailing market rates would cause our annual interest costs to change by approximately ~~$96~~$42 million.

Foreign Currency Risk

We are exposed to fluctuations in ~~foreign~~ currency exchange rates as a result of our net investments and operations in countries other than the ~~U.S.~~U.S, as well as our foreign-currency-denominated long-term debt. For fiscal ~~2018,~~2021, movements in currency exchange rates and the related impact on the translation of the balance sheets ~~of the Company's subsidiaries~~resulted in the ~~United Kingdom and Canada were the primary cause of the $2.3~~$0.2 billion net gain in the currency translation and other category of accumulated other comprehensive loss.

We hedge a portion of our foreign currency risk by entering into currency ~~swaps and designating certain foreign-currency-denominated long-term debt as net investment hedges.~~

We hold currency swaps to hedge the currency exchange component of our net investments and also to hedge the currency exchange rate fluctuation exposure associated with the forecasted payments of principal and interest of non-U.S. denominated debt.swaps. The aggregate fair value of these swaps was in ~~an asset position of $413 million at January 31, 2018 and~~ a liability position of ~~$147~~$83 million atand $241 million as of January 31, ~~2017.~~2021 and January 31, 2020, respectively. The change in the fair value of these swaps was due to fluctuations in currency exchange rates, primarily due to the strengthening of ~~other~~certain currencies relative to the U.S. dollar in fiscal ~~2018. A~~2021. The hypothetical result of a uniform 10% ~~increase or decrease~~weakening in the ~~currency exchange rates~~value of the U.S. dollar relative to other currencies underlying these swaps ~~from the market rate at January 31, 2018~~ would have resulted in a ~~loss or gain~~change in the value of the swaps of ~~$560~~$524 million. A hypothetical 10% change in interest rates underlying

these swaps from the market rates in effect atas of January 31, ~~2018~~2021 would have resulted in a ~~loss or gain~~change in the value of the swaps of ~~$22~~$46 million.

In addition to currency swaps, we ~~have designated~~also hedge a portion of our foreign currency risk by designating foreign-currency-denominated long-term debt as nonderivative hedges of net investments of certain of our foreign operations. We had outstanding long-term debt of £1.7 billion atas of January 31, ~~2018~~2021 and ~~£2.5 billion at~~ January 31, ~~2017~~2020 that was designated as a hedge of our net investment in the ~~United Kingdom. At~~U.K. As of January 31, ~~2018,~~2021, a hypothetical 10% increase or decrease in the value of the U.S. dollar relative to the British pound would have resulted in a change in the value of the debt of ~~$217~~$210 million. In addition, we had outstanding long-term debt of ¥100 billion as of January 31, 2021 and ¥180 billion atas of January 31, ~~2018 and ¥10 billion at January 31, 2017~~2020 that was designated as a hedge of our net investment in Japan. AtAs of January 31, ~~2018,~~2021, a hypothetical 10% ~~increase or decrease~~change in value of the U.S. dollar relative to the Japanese yen would have resulted in a change in the value of the debt of ~~$150~~$87 million. As of January 31, 2021, the Company's operations in the U.K. and Japan are classified as held for sale, and subsequently closed in February 2021 and March 2021, respectively. Refer to Note 12 to our Consolidated Financial Statements.

In certain countries, we also enter into immaterial foreign currency forward contracts to hedge the purchase and payment of purchase commitments denominated in non-functional currencies.

Investment Risk

~~During~~We are exposed to changes in the stock price of our equity investments with readily determinable fair values. The change in fair value is recorded within other gains and losses and resulted in a gain of $8.7 billion in fiscal ~~2018,~~2021 due to net increases in the stock price of those equity investments. As of January 31, 2021, the fair value of our ~~available-for-sale investment in JD increased approximately $1.5 billion, due to an increase~~equity investments with readily determinable fair values was $14.4 billion. As of January 31, 2021, a hypothetical 10% change in the ~~market~~stock price of such investments would have changed the fair value of ~~JD.~~such investments by approximately $1.4 billion.



~~Delaware~~DE		71-0415188
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

702 S.W. 8th Street ~~Bentonville, Arkansas~~		72716
Bentonville,	AR
(Address of principal executive offices)		(Zip Code)



Document						Parts Into Which Incorporated
Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held ~~May 30, 2018~~June 2, 2021 (the "Proxy Statement")						Part III


					Page
Part I
Item 1			Business		6
Item 1A			Risk Factors		14
Item 1B			Unresolved Staff Comments		25
Item 2			Properties		26
Item 3			Legal Proceedings		28
Item 4			Mine Safety Disclosures		30

Part II					~~Page~~
~~Part I~~
~~Item 1~~	~~Business~~	7
~~Item 1A~~	~~Risk Factors~~	17
~~Item 1B~~	~~Unresolved Staff Comments~~	26
~~Item 2~~	~~Properties~~	27
~~Item 3~~	~~Legal Proceedings~~	29
~~Item 4~~	~~Mine Safety Disclosures~~	30

~~Part II~~
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			31
Item 6			Selected Financial Data		3332
Item 7			Management's Discussion and Analysis of Financial Condition and Results of Operations		3433
Item 7A			Quantitative and Qualitative Disclosures About Market Risk		4948
Item 8			Financial Statements and Supplementary Data		5150
Item 9			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		8581
Item 9A			Controls and Procedures		8581
Item 9B			Other Information		8681

Part III
Item 10			Directors, Executive Officers and Corporate Governance		8782
Item 11			Executive Compensation		8782
Item 12			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		8782
Item 13			Certain Relationships and Related Transactions, and Director Independence		8782
Item 14			Principal Accounting Fees and Services		8782

Part IV
Item 15			Exhibits, Financial Statement Schedules		8883
Item 16			Form 10-K Summary		8885
			Signatures		8986
			~~Exhibit Index~~		91



	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


	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	221,000	106,000
Neighborhood markets(1) (grocery)	28,000	65,000	42,000



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



	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.~~


◦	~~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).~~



ITEM 1.			BUSINESS



	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%



	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


~~(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.~~



	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%


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	49

M. Brett Biggs	Executive Vice President and Chief Financial Officer, effective January 2016. From January 2014 to December 2015, he served as Executive Vice President and Chief Financial Officer of Walmart International.	2016	52

Rachel Brand	Executive Vice President, Global Governance, Chief Legal Officer and Corporate Secretary, effective April 2018. From May 2017 to February 2018, she served as Associate Attorney General in the United States Department of Justice. From January 2017 to May 2017, Ms. Brand was an Associate Professor of Law at George Mason University Antonin Scalia Law School. From August 2012 to February 2017, she served as a board member on the Privacy and Civil Liberties Oversight Board of the U.S. government.	2018	47

David M. Chojnowski	Senior Vice President and Controller effective January 2017. From October 2014 to January 2017, he served as Vice President and Controller, Walmart U.S.	2017	51

John Furner	Executive Vice President, President and Chief Executive Officer, Walmart U.S. effective November 2019. From February 2017 until November 2019, he served as President and Chief Executive Officer, Sam's Club. From October 2015 to January 2017, he served as Executive Vice President and Chief Merchandising Officer of Sam's Club.	2019	46

Suresh Kumar	Executive Vice President, Global Chief Technology Officer and Chief Development Officer effective July 2019. From February 2018 until June 2019, Mr. Kumar was Vice President and General Manager at Google LLC. From May 2014 until February 2018, he was Corporate Vice President at Microsoft Corporation.	2019	56

Judith McKenna	Executive Vice President, President and Chief Executive Officer, Walmart International, effective February 2018. From February 2015 to January 2018, she served as Executive Vice President and Chief Operating Officer of Walmart U.S.	2018	54

Kathryn McLay	Executive Vice President, President and Chief Executive Officer, Sam's Club effective November 15, 2019. From February 2019 to November 2019, she served as Executive Vice President, Walmart U.S. Neighborhood Markets. From December 2015 until February 2019, she served as Senior Vice President, U.S. Supply Chain. Ms. McLay originally joined the Company in April 2015 as Vice President of U.S. Finance and Strategy.	2019	47

C. Douglas McMillon	President and Chief Executive Officer, effective February 2014. From February 2009 to January 2014, he served as Executive Vice President, President and Chief Executive Officer, Walmart International.	2014	54

Donna Morris	Executive Vice President, Global People, and Chief People Officer, effective February 2020. From April 2002 to January 2020, she worked at Adobe Inc. in various roles, including most recently, Chief Human Resources Officer and Executive Vice President, Employee Experience.	2020	53



	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



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



	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



(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~~19, 2021						April ~~2, 2018~~5, 2021
May ~~11, 2018~~7, 2021						June ~~4, 2018~~1, 2021
August ~~10, 2018~~13, 2021						September ~~4, 2018~~7, 2021
December ~~7, 2018~~10, 2021						January ~~2, 2019~~3, 2022



	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



	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		%



	Page
~~Management's Report to Our Shareholders~~		52
Report of Independent Registered Public Accounting Firm	5351
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting		5453
Consolidated Statements of Income		5554
Consolidated Statements of Comprehensive Income		5655
Consolidated Balance Sheets		5756
Consolidated Statements of Shareholders' Equity		5857
Consolidated Statements of Cash Flows		5958
Notes to Consolidated Financial Statements		6059


						Contingencies
Description of the Matter						As described in Note 10 to the Consolidated Financial Statements, at January 31, 2021, the Company is involved in a number of legal proceedings and has made accruals with respect to these matters, where appropriate. For some matters, a liability is not probable, or the amount cannot be reasonably estimated and therefore an accrual has not been made. Where a liability is reasonably possible and may be material, such matters have been disclosed. Management assessed the probability of occurrence and the estimation of any potential loss based on the ability to predict the number of claims that may be filed or whether any loss or range of loss can be reasonably estimated. For example, in assessing the probability of occurrence in a particular legal proceeding, management exercises judgment to determine if it can predict the number of claims that may be filed and whether it can reasonably estimate any loss or range of loss that may arise from that proceeding. In connection with the sale of Asda, the Company is no longer liable for the Asda Equal Value Claims; however, the Company has agreed to provide indemnification for any potential Asda liability related to these claims up to a contractually determined amount.


						Auditing management’s accounting for, and disclosure of, loss contingencies and the estimated fair value of related indemnifications was complex and highly judgmental as it involved our assessment of the significant judgments made by management when assessing the probability of occurrence for contingencies or related indemnifications or when determining whether an estimate of the loss or range of loss could be made.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of contingencies and related indemnities. For example, we tested controls over the Company’s assessment of the likelihood of loss and the Company’s determinations regarding the measurement of loss. To test the Company’s assessment of the probability of occurrence or determination of an estimate of loss, or range of loss, among other procedures, we read the minutes of the meetings of the Board of Directors and committees of the Board of Directors, reviewed opinions provided to the Company by certain outside legal counsel, read letters received directly by us from internal and external counsel, and evaluated the current status of contingencies based on discussions with internal legal counsel. We also evaluated the appropriateness of the related disclosures. To test the estimated fair value of indemnities, we involved a valuation specialist to evaluate the valuation methodologies and significant assumptions including, among others, the discount rate.
						Valuation of Indefinite-Lived Intangible Assets
Description of the Matter						At January 31, 2021, the Company has $4.9 billion of indefinite-lived intangible assets which primarily consist of acquired tradenames. As disclosed in Notes 1, 8 and 12 to the Consolidated Financial Statements, these assets are evaluated for impairment at least annually using valuation techniques to estimate fair value. These fair value estimates are sensitive to certain significant assumptions including revenue growth rates, discount rates, and royalty rates. Auditing management’s annual indefinite-lived intangible assets impairment tests was complex and highly judgmental due to the significant measurement uncertainty in determining the fair values of the indefinite-lived intangibles. For example, the fair value estimates are sensitive to significant assumptions identified above that are affected by future market or economic conditions.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s indefinite-lived intangible asset impairment review process. Our procedures included, among others, testing controls over management’s review of the significant assumptions described above used to estimate the fair values of the indefinite-lived intangible assets. To test the estimated fair values of the indefinite-lived intangible assets, we performed audit procedures that included, among others, assessing methodologies used to determine the fair value, testing the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company. For example, we evaluated management’s forecasted revenue growth rates used in the fair value estimates by comparing those assumptions to the historical results of the Company and current industry, market and economic forecasts. We involved a valuation specialist to assist in evaluating the valuation methodologies and the significant assumptions such as discount rates and royalty rates. Additionally, we performed sensitivity analyses of significant assumptions to evaluate the effect on the fair value estimates of the indefinite-lived intangible assets.


												Accumulated			Total																	Accumulated		Total
						Capital in						Other			Walmart													Capital in				Other		Walmart
(Amounts in millions)	Common Stock					Excess of			Retained			Comprehensive			Shareholders'			Noncontrolling			Total			(Amounts in millions)	Common Stock			Excess of		Retained		Comprehensive		Shareholders'		Noncontrolling		Total
	Shares		Amount			Par Value			Earnings			Income (Loss)			Equity			Interest			Equity				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
Balances as of February 1, 2018																								Balances as of February 1, 2018	2,952	$	295	$	2,648	$	85,107	$	(10,181)	$	77,869	$	2,953	$	80,822
Adoption of new accounting standards, net of income taxes																								Adoption of new accounting standards, net of income taxes	—	—		—		2,361		(1,436)		925		(1)		924
Consolidated net income	—		—			—			14,694			—			14,694			386			15,080			Consolidated net income	—	—		—		6,670		—		6,670		509		7,179
Other comprehensive income (loss), net of income taxes	—		—			—			—			(4,429		)	(4,429		)	(541		)	(4,970		)	Other comprehensive income (loss), net of income taxes	—	—		—		—		75		75		(188)		(113)
Cash dividends declared ($1.96 per share)	—		—			—			(6,294		)	—			(6,294		)	—			(6,294		)
Cash dividends declared ($2.08 per share)																								Cash dividends declared ($2.08 per share)	—	—		—		(6,102)		—		(6,102)		—		(6,102)
Purchase of Company stock	(65	)	(6		)	(102		)	(4,148		)	—			(4,256		)	—			(4,256		)	Purchase of Company stock	(80)	(8)		(245)		(7,234)		—		(7,487)		—		(7,487)
Cash dividend declared to noncontrolling interest	—		—			—			—			—			—			(691		)	(691		)	Cash dividend declared to noncontrolling interest	—	—		—		—		—		—		(488)		(488)
Noncontrolling interest of acquired entity																								Noncontrolling interest of acquired entity	—	—		—		—		—		—		4,345		4,345
Other	(1	)	—			(555		)	(8		)	—			(563		)	(632		)	(1,195		)	Other	6	1		562		(17)		—		546		8		554
Balances as of January 31, 2016	3,162		317			1,805			90,021			(11,597		)	80,546			3,065			83,611
Balances as of January 31, 2019																								Balances as of January 31, 2019	2,878	288		2,965		80,785		(11,542)		72,496		7,138		79,634
Adoption of new accounting standards on February 1, 2019, net of income taxes																								Adoption of new accounting standards on February 1, 2019, net of income taxes	—	—		—		(266)		—		(266)		(34)		(300)
Consolidated net income	—		—			—			13,643			—			13,643			650			14,293			Consolidated net income	—	—		—		14,881		—		14,881		320		15,201
Other comprehensive income (loss), net of income taxes	—		—			—			—			(2,635		)	(2,635		)	(210		)	(2,845		)	Other comprehensive income (loss), net of income taxes	—	—		—		—		(1,263)		(1,263)		28		(1,235)
Cash dividends declared ($2.00 per share)	—		—			—			(6,216		)	—			(6,216		)	—			(6,216		)
Cash dividends declared ($2.12 per share)																								Cash dividends declared ($2.12 per share)	—	—		—		(6,048)		—		(6,048)		—		(6,048)
Purchase of Company stock	(120	)	(12		)	(174		)	(8,090		)	—			(8,276		)	—			(8,276		)	Purchase of Company stock	(53)	(5)		(199)		(5,435)		—		(5,639)		—		(5,639)
Cash dividend declared to noncontrolling interest	—		—			—			—			—			—			(519		)	(519		)	Cash dividend declared to noncontrolling interest	—	—		—		—		—		—		(475)		(475)

Other	6		—			740			(4		)	—			736			(249		)	487			Other	7	1		481		26		—		508		(94)		414
Balances as of January 31, 2017	3,048		305			2,371			89,354			(14,232		)	77,798			2,737			80,535
Balances as of January 31, 2020																								Balances as of January 31, 2020	2,832	284		3,247		83,943		(12,805)		74,669		6,883		81,552
Consolidated net income	—		—			—			9,862			—			9,862			661			10,523			Consolidated net income	—	—		—		13,510		—		13,510		196		13,706
Other comprehensive income (loss), net of income taxes	—		—			—			—			4,051			4,051			169			4,220			Other comprehensive income (loss), net of income taxes	—	—		—		—		1,039		1,039		(213)		826
Cash dividends declared ($2.04 per share)	—		—			—			(6,124		)	—			(6,124		)	—			(6,124		)
Cash dividends declared ($2.16 per share)																								Cash dividends declared ($2.16 per share)	—	—		—		(6,116)		—		(6,116)		—		(6,116)
Purchase of Company stock	(103	)	(10		)	(219		)	(7,975		)	—			(8,204		)	—			(8,204		)	Purchase of Company stock	(20)	(2)		(97)		(2,559)		—		(2,658)		—		(2,658)
Cash dividend declared to noncontrolling interest	—		—			—			—			—			—			(687		)	(687		)
Cash dividends declared to noncontrolling interest																								Cash dividends declared to noncontrolling interest	—	—		—		—		—		—		(365)		(365)

Other	7		—			496			(10		)	—			486			73			559			Other	9	—		496		(15)		—		481		105		586
Balances as of January 31, 2018	2,952		$	295		$	2,648		$	85,107		$	(10,181	)	$	77,869		$	2,953		$	80,822
Balances as of January 31, 2021																								Balances as of January 31, 2021	2,821	$	282	$	3,646	$	88,763	$	(11,766)	$	80,925	$	6,606	$	87,531


(Amounts in millions)	Walmart U.S.		Walmart International		Sam's Club		Total
Balances as of February 1, 2019	$	2,552	$	28,316	$	313	$	31,181
Changes in currency translation and other	0		(149)		0		(149)
Acquisitions	41		0		0		41
Balances as of January 31, 2020	2,593		28,167		313		31,073
Changes in currency translation and other	0		10		0		10
Acquisitions	103		0		8		111
Amounts reclassified related to operations held for sale(1)	0		(2,211)		0		(2,211)
Balances as of January 31, 2021	$	2,696	$	25,966	$	321	$	28,983


~~(1)~~	~~Goodwill recorded for fiscal 2017 Walmart U.S. acquisitions primarily relates to Jet.com, Inc. ("jet.com").~~


	Restricted Stock Units			Restricted Stock and Performance-based 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 as of February 1, 2020	23,261	$	79.51	6,045	$	93.04
Granted	7,472	114.51		2,867	120.47
Adjustment for performance achievement(1)	0	0		576	86.46
Vested/exercised	(7,798)	76.11		(3,075)	88.88
Forfeited	(3,035)	92.20		(1,000)	96.36
Outstanding as of January 31, 2021	19,900	$	92.13	5,413	$	108.72



	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