We rely extensively on information and financial 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 incidents and breaches ~~(through cyber-attacks~~(including through cyberattacks, which may be from ~~cyber-attackers and~~cybercriminals or sophisticated ~~organizations)~~state-sponsored threat actors), catastrophic events such as fires, major or extended winter storms, tornadoes, earthquakes and hurricanes, ~~and~~ usage errors by our associates or ~~contractors.~~contractors, civil or political unrest, or armed hostilities. 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, attacked, interrupted, or otherwise 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~~frequently update our information technology hardware, software, processes and systems. The risk of system disruption is increased when significant system changes are undertaken. If we fail to timely or successfully 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. For example, during the first quarter of fiscal year ending January 31, 2024, we initiated an upgrade to our existing financial system, including our general ledger and other applications. If we are unable to implement this upgrade as planned, the effectiveness of our internal control over financial reporting could be adversely affected; our ability to assess those controls adequately could be delayed; and our reputation, business, results of operations, financial condition and cash flows could be negatively impacted.

If the technology-based systems that give our customers the ability to shop with us online and enable us to deliver products and services 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 around the world, and we continue to make investments in ~~the U.S. (whether through organic growth or eCommerce acquisitions) and in a number of markets in which~~supply chain automation to support our ~~Walmart International segment operates.~~

omni-channel strategy. 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. Moreover, some of the various technology systems and services on which we rely are provided and managed by third-party service providers. To the extent either our or such other third-party systems and services do not perform or function as anticipated, whether because of an inherent flaw in the technology or a faulty implementation, such failure can significantly interfere with our ability to meet our customers' changing expectations. Any disruption or failure on our part to provide attractive, user-friendly, and secure digital platforms that offer a wide assortment of merchandise and services 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 in a cost-efficient manner 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 used in our acquired eCommerce, technology or other 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 personal information and/or 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, members 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 privacy or security of the information relating to our company, customers, members, associates, business partners and vendors, whether as a result of ~~cybersecurity attacks~~cyberattacks on our information systems or otherwise, could damage our reputation, result in litigation or other legal actions against us, result in fines, penalties, and liability, 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 and/or payment information about our customers and members, and we also receive and store ~~personal~~ information concerning our associates and vendors. In addition, our health and wellness business operations, the Walmart Health locations, and third-party service providers who handle information on our behalf, store and maintain personal health information. Some of ~~that~~this information is stored digitally in connection with the digital platforms and technologies that we use to conduct and facilitate our ~~digital platforms.~~ various businesses.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, business partners 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~~sophisticated and ~~cyber-attackers~~frequent. Attacks against information systems and devices, whether our own or those of our third-party service providers, create risk of cybersecurity incidents, including ransomware, malware, or phishing incidents. We expect to continue to experience such attempted attacks in the future. Cyberattacks and threat actors can be sponsored by particular 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, phishing incidents, 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. Mitigation and remediation recommendations continue to evolve, and addressing vulnerabilities is a priority for us. The increased use of remote work infrastructure in recent years has also increased the ~~information stored in~~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 security ~~measures~~incidents or breaches and although they have not had 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 compromise or 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 (including, with respect to health information, liability under the Health Insurance Portability and Accountability Act of 1996, or "HIPAA"), 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 event, 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 provider's information systems results in the loss, damage, misappropriation or other compromise of information, we may be materially adversely affected by claims from customers, members, financial institutions, regulatory authorities, payment card networks and others.

Our compliance programs, information technology, and enterprise risk management efforts cannot eliminate all systemic risk. Disruptions in our systems caused by security incidents, breaches or cyberattacks – including attacks on those parties we do business with (such as strategic partners, suppliers, banks, or utility companies) – could harm our ability to 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, members, financial services firms, and ~~loss~~other third parties that we interact with on a regular basis.

Our reputation with our customers and members is important to the success of our ~~confidential information, or any failure by us to comply with applicable privacy~~enterprise strategy, which combines traditional retail, membership models, marketplaces, financial services, healthcare, and ~~information security laws~~other customer 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~~business services into a series of interconnected assets to make ~~changes~~it seamless for customers to ~~our information systems and administrative processes to address security issues and compliance~~interact with ~~applicable laws and regulations.~~

~~In addition, such~~us. 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, electronic benefits transfer (EBT) cards, mobile payments, 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,~~cyberattacks, cyberterrorism, security incidents, breaches, or ~~security breaches~~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, through various financial service partners and our ONE fintech joint venture, we offer various services such as money transfers, digital payment platforms, bill payment, money orders, check cashing, prepaid access, co-branded credits cards, installment lending, and earned wage access. These products and services require us to comply with ~~stricter~~legal and ~~more complex data~~regulatory requirements, including privacy, ~~data collection~~authentication and ~~information security~~tokenization, global anti-money laundering and 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 privacy laws enacted to protect and regulate the collection, use, retention, disclosure and transfer of personal information, which include liability for security and privacy breaches. Among other obligations, breaches may trigger obligations under international, federal and state laws to notify affected individuals, government agencies and the media. 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~~type or scope of offerings of our ~~retail pharmacy~~health and wellness business or the Walmart Health 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 across the U.S. and in various of our international markets such as Canada and Mexico. We also provide management services to Walmart Health centers that offer medical, dental, behavioral health and other health services in a number of states, as well as a national telehealth service provider. In addition, Walmart's 10-year collaboration with UnitedHealth Group includes agreements for Walmart Health to provide value-based care to patients in certain areas of the U.S., among other initiatives.

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 and/or 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 state or federal 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,~~health reform efforts, and other changes into or novel interpretations of existing state or federal 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.

Walmart Health clinical operations are also subject to numerous risks, including but not limited to: reductions in the third-party reimbursement rates for services; changes in our payer mix; changes in the health insurance market generally; our inability to retain and negotiate favorable contracts with private third-party payers, including managed care plans; competition for patients from other healthcare providers, including those that offer telehealth services; changes to healthcare provider utilization practices and treatment methodologies; trends toward value-based purchasing and price transparency; overall economic conditions and the ability of patients to pay for services; staffing challenges, including retention of a sufficient number and quality of healthcare professionals; compliance with the complex and extensive laws and regulations governing the healthcare industry; changes in laws and regulations, including as a result of health reform efforts; and healthcare technology initiatives, including those related to patient data and interoperability; and public health conditions.

One or a combination of ~~such~~the factors above 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~~opportunities. In addition, these and other factors may adversely affect the type, volume and mix of services we provide, the reimbursement we receive for health and wellness services rendered, and the scope and pace of expansion of Walmart Health and related offerings. Any of these developments could, 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 our enterprise strategy and management transitions within the Company's senior leadership, and to effectively motivate and retain associates are critical to our business success. We compete for talent with other retail and non-retail businesses, including, for example, technology, health and wellness, and fintech businesses, and invest significant resources in training and motivating our associates. Increased competition among potential employers at all levels, including senior management and executive levels, could result in increased associate costs or make it more difficult to recruit and retain associates. 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, revised, or ~~revised~~novel interpretations of existing 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 consolidated net sales, consolidated operating income, capital expenditures, 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 effective tax rates, 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~~and eCommerce businesses 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,~~2023, our Walmart International operations generated approximately ~~24%~~17% 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 or nationalization), 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, foreign exchange or 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, geopolitical tensions or events, 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 2023, our Walmart U.S. and Sam's Club operating segments generated approximately 83% 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 business and 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. and international operations as well as 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 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.corporations. As ~~the Company collects and prepares necessary data, and interprets the Tax Act and any additional~~further guidance is issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, any resulting changes in our estimates will be treated in accordance with the relevant accounting guidance. Compliance with the Tax Act and any other new tax rules, regulations, guidance, and interpretations, including collecting information not regularly produced by the Company or unexpected changes in our estimates, may ~~make adjustments~~require us to ~~the provisional amounts during fiscal 2019. Those adjustments may materially impact~~incur additional costs and could affect our ~~provision for income taxes~~results of operations.

In addition, legislatures and ~~effective tax rate~~taxing authorities in ~~the period~~many jurisdictions in which we operate may enact changes to or seek to enforce novel interpretations of their tax rules. These changes could include modifications that have temporary effect and more permanent changes. For example, the ~~adjustments~~Organization for Economic Cooperation and Development (the "OECD"), the European Union and other countries (including countries in which we operate) have committed to enacting substantial changes to numerous long-standing tax principles impacting how large multinational enterprises are ~~made~~taxed. In particular, the OECD's Pillar Two initiative introduces a 15% global minimum tax applied on a country-by-country basis and ~~could~~for which many jurisdictions have now committed to an effective enactment date starting January 1, 2024. 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, regulations, and interpretations of such laws and regulations specific to the businesses and jurisdictions 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 materially 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. In addition, the degree of regulatory, political, and media scrutiny we face increases the likelihood that our efforts to adhere our practices and procedures to comply with these laws and legal requirements may be subject to frequent or increasing challenges.

Our ~~pharmacy~~health and wellness operations in the ~~United States~~U.S. and the operations of the Walmart Health locations are subject to numerous federal, state and local laws and regulations including, but not limited to, those related to: licensing, reimbursement arrangements, and other requirements ~~for pharmacies~~ and ~~reimbursement arrangements. The regulations to which we are subject include, but are not limited to: federal and state~~restrictions; registration and regulation of pharmacies; dispensing and sale of controlled substances and products containing pseudoephedrine; ~~applicable~~ governmental ~~payer regulations including~~and commercial reimbursement (including Medicare and ~~Medicaid;~~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~~sharing and ~~disposal~~interoperability of ~~hazardous substances; regulations regarding food~~data, including obligations and ~~drug safety including~~restrictions related to health information (such as those imposed under HIPAA); billing and coding for healthcare services and properly handling overpayments; debt collection; necessity and adequacy of ~~the U.S. Food~~healthcare services; relationships with referral sources and ~~Drug Administration (the "FDA")~~referral recipients 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; and federal and state laws governing health careother fraud and abuse issues, such as those addressed by anti-kickback and false claims laws and patient inducement regulations; qualification of healthcare practitioners; quality and standards of medical services and

equipment; and the practice of the professions of pharmacy, ~~optical care~~medical, dental, and ~~nurse practitioner services.~~behavioral healthcare services, including limitations on the corporate practice of medicine in certain states.

Health-related legislation at the federal and state level may have an adverse effect on our business or require us to modify certain aspects of our operations. For example, in the ~~United States~~U.S., the ~~DEA~~Drug Enforcement Administration ("DEA") and various other regulatory authorities regulate the purchase, distribution, maintenance 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, ~~FDA~~the U.S. Food and Drug Administration 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. In addition, there has been recent heightened governmental and public scrutiny of pharmaceutical product pricing, which has resulted in federal and state legislation and regulations, executive orders and other initiatives and proposals designed to increase transparency in pharmaceutical product pricing and reform government program reimbursement methodologies (for example, the Inflation Reduction Act, which includes, among other matters, policies designed to impact drug prices and reduce drug spending by the federal government). Other health reform efforts at the federal and state levels may also impact our business or require us to modify certain aspects of our operations. We may not be able to predict the nature or success of reform initiatives, and the resulting uncertainties may have an adverse effect on our business.

We are also governed by foreign, national and state laws and regulations of general applicability, including laws ~~regulating~~and regulations related to competition and antitrust matters; protection of the environment and health and safety matters, including exposure to, and the management and disposal of, hazardous substances; food and drug safety, including drug supply chain security requirements; trade, consumer protection, and safety, including the availability, sale, price label accuracy, advertisement, and promotion of products we sell and the financial services we offer (including through our digital channels, stores and clubs as well as our ONE fintech joint venture); anti-money laundering prohibitions; consumer financial protection laws; economic, trade, and other sanctions matters; licensure, certification, and enrollment with government programs; data privacy and security and the sharing and interoperability of data; working conditions, health and safety, ~~and~~ equal employment opportunity, employee benefit and other labor and employment ~~matters, as well as employee benefit, competition, anti-money laundering, antitrust matters~~matters; and health and wellness related regulations for our pharmacy operations outside of the U.S. In addition, certain financial services we offer or make available are subject to legal and regulatory requirements, including those intended to help detect and prevent money laundering, fraud and other illicit activity as well as consumer financial protections laws and U.S. sanctions. Increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting diligence, and disclosure topics such as climate change, sustainability (including with respect to our supply chain), natural resources, waste reduction, energy, human capital, and risk oversight could expand the nature, scope, and complexity of matters that we are required to control, assess, and report.

Moreover, we are also subject to data privacy and protection laws regulating the collection, use, retention, disclosure, transfer and processing of personal information, such as the California Consumer Privacy Act ("CCPA"), which was significantly modified by the California Privacy Rights Act ("CPRA"), new comprehensive privacy legislation passed in Connecticut (the Connecticut Data Protection Act), Colorado (the Colorado Privacy Act), Utah (the Utah Privacy Act) and Virginia (the Consumer Data Protection Act), each of which go into effect in 2023, as well as other laws and regulations such as the Illinois Biometric Information Privacy Act, the European Union's General Data Protection Regulation ("GDPR"), the United ~~States. Changes~~Kingdom's General Data Protection Regulation (which implements the GDPR into U.K. law), China's Personal Information Protection Act, and similar legislation in Quebec (An Act to modernize legislative provisions as regards the protection of personal information, SQ 2021, c 25). The potential effects of these laws ~~regulations~~are far-reaching, continue to evolve, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses to comply. These and other privacy and cybersecurity laws may carry significant potential penalties for noncompliance. For example, 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. Residents in jurisdictions with comprehensive privacy laws have 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. Laws such as those in California, Connecticut, Colorado, Illinois, Utah, and Virginia may ~~alter~~allow civil penalties for violations, and CCPA and CPRA provide a private right of action for data breaches. Furthermore, our marketing and customer engagement activities are subject to communications privacy laws such as the ~~landscape~~Telephone Consumer Protection Act. We may 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, impact our reputation 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 as to existing laws and regulations (including, but not limited to, in the U.S., shifting enforcement priorities for existing antitrust, competition, and pricing laws, as well as proposed new rules and regulations) generally cannot be predicted, and changes in applicable laws, regulations and policies and the related interpretations and enforcement practices of

existing laws and regulations 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. If we fail to predict or respond adequately to changes, including by implementing strategic and operational initiatives, or do not respond as effectively as our competitors, our business, operations, and financial performance may be adversely affected.

In addition, we may face audits or investigations by one or more government agencies relating to our compliance with applicable laws and regulations. The regulatory, political, and media scrutiny we face, which may continue, amplifies these risks. To the extent a regulator or ~~noncompliance~~court disagrees with our interpretation of these laws and determines that our practices are not in compliance 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~~licenses and certifications; loss of authorizations to participate in or exclusion from government programs, including the Medicare and Medicaid programs in the ~~United States; loss of licenses;~~U.S.; termination from contractual relationships, including those with our drug suppliers and third-party payers; and significant fines or monetary ~~damages and/or penalties. Any failure~~damages. 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 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 also is 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 also have been filed in state courts by ~~various counties~~state, local and ~~municipalities; by health care providers;~~tribal governments, healthcare providers and ~~by various Native American Tribes. At present, we~~other plaintiffs. Plaintiffs are seeking compensatory and punitive damages, as well as injunctive relief including abatement. The Company cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise from such ~~claims.~~

claims and the related opioid matters. In addition, in July 2021, the Directorate of Enforcement in India issued a show cause notice to Flipkart and other parties requesting the recipients show cause as to why further proceedings under India's Foreign Direct Investment rules and regulations should not be initiated against them based on alleged violations that related to a period prior to the Company's acquisition of a majority stake in Flipkart in 2018. The Company can provide no assurance as to the scope or outcome of any proceeding that might result from the notice, the amount of proceeds the Company may receive in indemnification, and can provide no assurance as to whether there will be a material adverse effect to its business or its consolidated financial statements. The Company is also a defendant in litigation with the Federal Trade Commission regarding the Company's money transfer agent services and is also cooperating with and responding to subpoenas issued by the U.S Attorney's Office for the Middle District of Pennsylvania on behalf of the U.S. Department of Justice regarding the Company's consumer fraud prevention program and anti-money laundering compliance related to the Company's money transfer services, where Walmart is an agent. The Company is unable to predict the outcome of the litigation or investigations or any other related actions by governmental entities regarding these matters and can provide no assurance as to the scope and outcome of these matters and whether its business, financial position, results of operations or cash flows will not be materially adversely affected. We discuss in more detail these cases and other litigation to which we are party below under the caption "~~Item~~"Item 3. Legal ~~Proceedings~~"Proceedings" and in Note 10 in the "~~Notes~~"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 claims as to which they are intended to apply, then we may incur additional costs associated with resolving such matters ~~that~~in other jurisdictions, which could adversely affect our business, financial position or results of operations. While the exclusive forum provision applies to state and federal law claims, our shareholders will not be deemed to have waived our compliance with, and the 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.

Our reputation may be adversely affected if we 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 usnot able to achieve our ESG goals.

We strive to deliver shared value through our business and our ~~current~~diverse stakeholders expect us to make significant progress in certain ESG priority issue areas. From time to time, we announce certain aspirations and ~~former directors~~goals relevant to our priority ESG issues. We periodically publish information about our ESG priorities, strategies, and ~~officers named~~progress on our corporate website and update our ESG reporting from time to time. Achievement of these aspirations and goals is subject to risks and uncertainties, many of which are outside of our control, and it is possible that we may fail, or be perceived to have failed, in the achievement of our ESG goals or that certain of our customers, associates, shareholders, investors, suppliers, business partners, government agencies, and non-governmental organizations might not be satisfied with our goals or our efforts toward achieving those ~~proceedings. We~~goals. Certain challenges we face in the achievement of our ESG objectives are also ~~expect that there will be ongoing media~~captured within our ESG reporting, which is not incorporated by reference into and ~~governmental interest regarding these matters, including additional news articles~~does not form any part of this Annual Report on ~~these matters that~~Form 10-K. A failure or perceived failure to meet our goals could ~~impact the~~adversely affect public 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~~business, associate morale or ~~subpoenas seeking documents, testimony and other information in~~customer or shareholder support.

~~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 as to the timing or the terms of the final resolution of these matters. Although we do not presently believe that these matters will have a material adverse effect on our business, given the inherent uncertainties in such situations, we can provide no assurance that these matters will not be material to our business in the future.



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,~~2023, 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
State or Territory	Supercenters	Discount Stores	Neighborhood Markets and other small formats	Clubs	Grand Total
Alabama	101	1	29	13	144
Alaska	7	2	—	—	9
Arizona	83	2	28	12	125
Arkansas	76	5	36	9	126
California	144	68	78	30	320
Colorado	70	4	18	17	109
Connecticut	12	20	1	1	34
Delaware	6	3	—	1	10
Florida	233	9	98	46	386
Georgia	154	2	35	24	215
Hawaii	—	10	—	2	12
Idaho	23	—	3	1	27
Illinois	139	15	11	25	190
Indiana	97	6	11	13	127
Iowa	58	2	—	9	69
Kansas	58	2	15	9	84
Kentucky	77	7	9	9	102
Louisiana	88	2	34	14	138
Maine	19	3	—	3	25
Maryland	31	16	3	11	61
Massachusetts	27	21	4	—	52
Michigan	90	3	9	23	125
Minnesota	65	3	1	12	81
Mississippi	65	3	11	7	86
Missouri	112	9	18	19	158
Montana	14	—	—	2	16
Nebraska	35	—	7	5	47
Nevada	30	2	11	7	50
New Hampshire	19	7	—	2	28
New Jersey	35	27	1	8	71
New Mexico	35	2	9	7	53
New York	82	16	9	12	119
North Carolina	143	6	45	22	216
North Dakota	14	—	—	3	17
Ohio	138	5	2	27	172
Oklahoma	81	7	34	13	135
Oregon	29	7	10	—	46
Pennsylvania	116	19	3	24	162
Puerto Rico	13	5	—	7	25
Rhode Island	5	4	—	—	9
South Carolina	83	—	26	13	122
South Dakota	15	—	—	2	17
Tennessee	117	1	19	14	151
Texas	391	18	110	82	601
Utah	41	—	11	8	60
Vermont	3	3	—	—	6
Virginia	110	4	22	15	151
Washington	52	9	5	—	66
Washington D.C.	3	—	2	—	5
West Virginia	38	—	1	5	44
Wisconsin	83	4	2	10	99
Wyoming	12	—	—	2	14
U.S. total	3,572	364	781	600	5,317
Square feet (in thousands)	634,615	38,226	28,885	80,351	782,076

Walmart U.S. Sam's Club
State or Territory Supercenters Discount Stores Neighborhood Markets
and other small formats Clubs Grand Total
Alabama 101
1
30
13
145
Alaska 7
2
—
—
9
Arizona 83
2
31
12
128
Arkansas 76
6
37
9
128
California 141
74
76
29
320
Colorado 70
4
18
17
109
Connecticut 12
21
1
1
35
Delaware 6
3
—
1
10
Florida 231
9
94
46
380
Georgia 154
2
35
24
215
Hawaii —
10
—
2
12
Idaho 23
—
3
1
27
Illinois 139
17
11
25
192
Indiana 97
7
11
13
128
Iowa 58
2
—
9
69
Kansas 58
2
16
9
85
Kentucky 79
8
11
9
107
Louisiana 89
2
34
14
139
Maine 19
3
—
3
25
Maryland 30
18
2
11
61
Massachusetts 27
22
3
—
52
Michigan 91
3
9
23
126
Minnesota 65
4
1
12
82
Mississippi 65
3
10
7
85
Missouri 112
9
18
19
158
Montana 14
—
—
2
16
Nebraska 35
—
7
5
47
Nevada 30
2
11
7
50
New Hampshire 19
8
—
2
29
New Jersey 29
34
—
7
70
New Mexico 35
2
9
7
53
New York 80
18
7
12
117
North Carolina 144
6
45
22
217
North Dakota 14
—
—
3
17
Ohio 139
6
—
27
172
Oklahoma 81
8
34
13
136
Oregon 28
7
10
—
45
Pennsylvania 116
21
3
24
164
Puerto Rico 13
5
17
7
42
Rhode Island 5
4
—
—
9
South Carolina 84
—
27
13
124
South Dakota 15
—
—
2
17
Tennessee 117
2
21
14
154
Texas 389
20
111
81
601
Utah 41
—
12
8
61
Vermont 3
3
—
—
6
Virginia 109
6
24
15
154
Washington 52
10
6
—
68
Washington D.C. 3
—
2
—
5
West Virginia 38
—
1
5
44
Wisconsin 83
4
2
10
99
Wyoming 12
—
—
2
14
U.S. total 3,561
400
800
597
5,358

International

The Walmart International segment comprises the Company's operations outside of the U.S. Unit counts as of January 31, ~~2018~~^2023(1) for Walmart International are summarized by major category for each geographic market as follows:


Geographic Market	Retail	Wholesale	Total	Square feet(2)
Africa(3)	289	86	375	20,939
Canada	402	—	402	52,557
Central America(4)	882	—	882	13,996
Chile	379	13	392	17,688
China	322	43	365	60,331
India	—	28	28	1,527
Mexico	2,694	168	2,862	106,412
International total	4,968	338	5,306	273,450

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 as of December 31, 2022, to correspond with the balance sheet date of the related geographic market. Canada unit counts are as of January 31, 2023.


~~(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).~~

(2)Square feet reported in thousands.

(3)Africa unit counts primarily reside in South Africa, with other locations in Botswana, Kenya, Lesotho, Malawi, Mozambique, Namibia, Swaziland, and Zambia.

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

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:~~2023(1):


	Owned	Leased(2)	Total
U.S. properties
Walmart U.S. retail units	4,057	660	4,717
Sam's Club retail units	513	87	600
Total U.S. retail units	4,570	747	5,317
Walmart U.S. distribution facilities	110	53	163
Sam's Club distribution facilities	12	17	29
Total U.S. distribution facilities	122	70	192
Total U.S. properties	4,692	817	5,509

International properties
Africa	33	342	375
Canada	124	278	402
Central America	380	502	882
Chile	205	187	392
China	2	363	365
India	2	26	28
Mexico	710	2,152	2,862
Total International retail units	1,456	3,850	5,306
International distribution facilities	23	165	188
Total International properties	1,479	4,015	5,494
Total properties	6,171	4,832	11,003

Total retail units	6,026	4,597	10,623
Total distribution facilities	145	235	380
Total properties	6,171	4,832	11,003

(1)Walmart International properties, with the exception of Canada, are as of December 31, 2022, to correspond with the balance sheet date of the related geographic market. Canada unit counts are as of January 31, 2023.

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

Owned and Operated Owned and Third Party Operated Leased and Operated Third Party Owned and Operated Total
U.S. properties
    Walmart U.S. retail units 4,066
—
695
—
4,761
    Sam's Club retail units 512
—
85
—
597
            Total U.S. retail units 4,578
—
780
—
5,358
    Walmart U.S. distribution facilities 103
2
23
29
157
    Sam's Club distribution facilities 3
3
3
13
22
Total U.S. distribution facilities 106
5
26
42
179
Total U.S. properties 4,684
5
806
42
5,537

International properties
    Africa 39
—
385
—
424
    Argentina 66
—
40
—
106
    Brazil 209
—
256
—
465
    Canada 124
—
286
—
410
    Central America 304
—
474
—
778
    Chile 228
—
150
—
378
    China 3
—
440
—
443
    India 2
—
18
—
20
    Japan 56
—
280
—
336
    Mexico 669
—
1,689
—
2,358
    United Kingdom 442
—
200
—
642
            Total International retail units 2,142
—
4,218
—
6,360
International distribution facilities 43
12
87
46
188
Total International properties 2,185
12
4,305
46
6,548

Total retail units 6,720
—
4,998
—
11,718
Total distribution facilities 149
17
113
88
367
Total properties 6,869
17
5,111
88
12,085

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.~~," which is captioned "Contingencies," under the sub-caption "Legal Proceedings." 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 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~~(MDL No. 2804)~~; Lac Courte Oreilles Band~~ (the "MDL"). The MDL is pending in the U.S. District Court for the Northern District of ~~Lake Superior Chippewa Indians v. McKesson Corp., et al.,~~ WIOhio and includes over 2,000 cases as of March 3, 2023. The liability phase of a single, two-county trial in one of the MDL cases against a number of parties, including the Company, regarding opioid dispensing claims resulted in a jury verdict on November 23, 2021, finding in favor of the plaintiffs as to the liability of all defendants, including the Company. The abatement phase of the single, two-county trial resulted in a judgment on August 17, 2022, that ordered all three defendants, including the Company, to pay an aggregate amount of approximately $651 million over fifteen years, on a joint and several liability basis, and granted the plaintiffs injunctive relief. The Company has filed an appeal with the Sixth Circuit Court ~~Sawyer County, 3/16/18;~~ ~~ApolloMD Bus. Servs.~~of Appeals. The monetary aspect of the judgment is stayed pending appeal, and the injunctive portion of the judgment went into effect on February 20, 2023. The MDL has designated five additional single-county cases as bellwethers to proceed through discovery. In addition, there are over 300 other cases pending in state and federal courts throughout the country as of March 3, 2023. The case citations and currently scheduled trial dates, where applicable, are listed on Exhibit 99.1 to this Form 10-K.

Opioid Settlement Framework: On November 15, 2022, the Company announced that it had agreed to a Settlement Framework to resolve substantially all opioids-related lawsuits filed against the Company by states, political subdivisions, and Native American tribes (other than the single, two-county trial on appeal to the Sixth Circuit Court of Appeals as described above), ~~LLC~~as described in more detail in Note 10 to the Consolidated Financial Statements. The Company now has settlement agreements with all 50 states, including four states that previously settled with the Company, as well as the District of Columbia, Puerto Rico, and three other U.S. territories, that are intended to resolve substantially all opioids-related lawsuits brought by state and local governments against the Company. The settlement will take effect if a sufficient number of political subdivisions also join.

DOJ Opioid Civil Litigation: A civil complaint pending in the U.S. District Court for the District of Delaware has been filed by the U.S. Department of Justice (the "DOJ") against the Company, in which the DOJ alleges violations of the Controlled Substances Act related to nationwide distribution and dispensing of opioids. U.S. v. ~~Attain Med,~~Walmart 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.~~USDC, Dist. 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,~~DE, 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:~~22/20. The Company ~~is a defendant in several lawsuits in which the complaints closely track the allegations set forth in a news story that appeared in~~ ~~The New York Times (the "Times~~") on April 21, 2012. One of these is a securities lawsuit that was filed on May 7, 2012, in the United States District Court for the Middle District of Tennessee, and subsequently transferred to the Western District of Arkansas, in which the plaintiff alleges various violations of the U.S. Foreign Corrupt Practices Act (the "FCPA") beginning in 2005, and asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, relating to certain prior disclosures of the Company. The plaintiff seeks to represent a class of shareholders who purchased or acquired stock of the Company between December 8, 2011, and April 20, 2012, and seeks damages and other relief based on allegations that the defendants' conduct affected the value of such stock. On September 20, 2016, the court granted plaintiff's motion for class certification. On October 6, 2016, the defendants filed a ~~petition~~motion to ~~appeal~~dismiss the ~~class certification ruling~~DOJ complaint on February 22, 2021. After the parties had fully briefed the Company's motion to dismiss, the ~~U.S. Court of Appeals for the Eighth Circuit.~~DOJ filed an amended complaint on October 7, 2022. On November 7, ~~2016,~~2022, the ~~U.S. Court~~Company filed a partial motion to dismiss the amended complaint. The motion remains pending.

Opioids Related Securities Class Actions and Derivative Litigation: Three derivative complaints and two securities class actions drawing heavily on the allegations of ~~Appeals for~~ the ~~Eighth Circuit denied the Company's petition.~~

~~In addition, a number of derivative complaints~~DOJ complaint have been filed in Delaware ~~and Arkansas, also tracking~~naming the ~~allegations of the~~ ~~Times~~ ~~story,~~Company and ~~naming~~ various current and former directors and certain current and 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~~opioids dispensing and distribution and that the defendants violated Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are liable for contribution under Section 10(b) of the Exchange Act in connection with the Company's disclosures about opioids. Two of the derivative suits have been ~~combined into two consolidated proceedings, one of which was consolidated~~

filed in the ~~United States~~U.S. District Court ~~for the Western District of Arkansas~~in Delaware and ~~the~~those suits have been stayed pending further developments in other opioids litigation matters. The other derivative suit has been filed in the Delaware Court of Chancery. ~~On March 31, 2015,~~The defendants in the ~~Western District of Arkansas granted the defendants' motion to dismiss the consolidated~~ derivative ~~proceedings~~suit pending in that court. On April 15, 2015, plaintiffs filed their notice of appeal with the United States Court of Appeals for the Eighth Circuit. On July 22, 2016, the United States Court of Appeals for the Eighth Circuit affirmed the dismissal of the consolidated derivative proceedings in Arkansas. There was no appeal from that ruling. On May 13, 2016, the Delaware Court of Chancery ~~granted~~moved to dismiss and/or to stay that case on December 21, 2021; the ~~defendants'~~plaintiffs responded by filing an amended complaint on February 22, 2022. On April 20, 2022, the defendants moved to dismiss and/or stay proceedings on the amended complaint. The court held a hearing on that motion on September 26, 2022; a ruling remains pending. The securities class actions, alleging violations of Sections 10(b) and 20(a) of the Exchange Act regarding the Company's disclosures with respect to opioids, purport to be filed on behalf of a class of investors who acquired Walmart stock from March 30, 2016, through December 22, 2020. On May 11, 2021, the U.S. District Court in Delaware consolidated the class actions and appointed a lead plaintiff and lead counsel. The defendants moved to dismiss the consolidated ~~derivative~~securities class action on October 8, 2021. On October 14, 2022, plaintiffs filed an amended complaint, which revised the applicable putative class of investors to those who acquired Walmart stock from March 31, 2017, through December 22, 2020. On November 16, 2022, the Company moved to dismiss the amended complaint. That motion remains pending.

Derivative Lawsuits: Abt v. Alvarez et al., USDC, Dist. of DE, 2/9/21; Nguyen v. McMillon et al., USDC, Dist. of DE, 4/16/21: Ontario Provincial Council of Carpenters' Pension Trust Fund et al. v. Walton et al., DE Court of Chancery, 9/27/21.

Securities Class Actions: Stanton v. Walmart Inc.et al., USDC, Dist. of DE, 1/20/21 and Martin v. Walmart Inc. et al., USDC, Dist. of DE, 3/5/21, consolidated into In re Walmart Inc. Securities Litigation, USDC, Dist. of DE, 5/11/21.

ASDA Equal Value Claims: Ms S Brierley & Others v. ASDA Stores Ltd (2406372/2008 & Others – Manchester Employment Tribunal); Abbas & Others v Asda Stores limited (KB-2022-003243); and Abusubih & Others v Asda Stores limited (KB-2022-003240).

Money Transfer Agent Services Litigation: Federal Trade Commission v. Walmart Inc. (CV-3372), USDC, N. Dist. Of Ill, 6/28/22.

II. CERTAIN OTHER MATTERS:

Foreign Direct Investment Matters: In July 2021, the Directorate of Enforcement in India issued a show cause notice to Flipkart Private Limited and one of its subsidiaries ("Flipkart"), and to unrelated companies and individuals, including certain current and former shareholders and directors of Flipkart. The notice requests the recipients to show cause as to why further proceedings ~~in that court. On June 10, 2016, plaintiffs in~~under India's Foreign Direct Investment rules and regulations (the "Rules") should not be initiated against them based on alleged violations during the ~~Delaware consolidated derivative proceedings filed their notice of appeal~~period from 2009 to ~~the Delaware Supreme Court. On January 25, 2018, the Delaware Supreme Court affirmed the dismissal 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~~2015, prior to the Company's acquisition of a majority stake in Flipkart in 2018. The notice is an initial stage of proceedings under the Rules which could, depending upon the conclusions at the end of the initial stage, lead to a hearing to consider the merits of the allegations described in the notice. If a hearing is initiated and if it is determined that violations of the Rules occurred, the regulatory authority has the authority to impose monetary and/or non-monetary relief. Flipkart has begun the process of responding to the notice and, if the matter progresses to a consideration of the merits of the allegations described in the notice is initiated, Flipkart intends to defend against the allegations vigorously. Due to the fact that this process is in an early stage, the Company is unable to predict whether the notice will lead to a hearing on the merits or, if it does, the final outcome of the resulting proceedings. While the Company does not currently believe that this matter will have a material adverse effect on its business, financial condition, or results of ~~operations.~~operations or cash flows, the Company can provide no assurance as to the scope or outcome of any proceeding that might result from the notice, the amount of the proceeds the Company may receive in indemnification from individuals and entities that sold shares to the Company under the 2018 agreement pursuant to which the Company acquired its majority stake in Flipkart, and can provide no assurance as to whether there will be a material adverse effect to its business or its consolidated financial statements.

~~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~~proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed an applied threshold not to exceed $1 million.

In December 2021, the Office of ~~operations.~~

~~On January 25, 2018,~~ the ~~Environmental Prosecutor~~Attorney General of the State of ~~Chiapas (Procuradurí~~California filed suit against the Company, bringing enforcement claims regarding Walmart's management of waste consumer products at its California facilities that are alleged to be hazardous. The suit was filed in Superior Court of Alameda County, California, Case No. 21CV004367, People v. Walmart Inc., and a ~~Ambiental del Estado de Chiapas) in Mexico imposed~~trial date has been scheduled for April 22, 2024. The Company believes the suit is without merit and is vigorously defending this litigation matter. While the Company cannot predict the ultimate outcome of this matter, the potential for penalties or settlement costs could exceed $1 million. Although the Company does not believe that this matter will have a ~~fine~~material adverse effect on its business, financial position, results of ~~$163,000 for~~operations, or cash flows, the ~~absence of an Environmental Impact Authorization License related~~Company can provide no assurance as 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,~~scope 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~~outcome of small containers of automotive refrigerant to fund certain consumer education programs. The ARB alleged that the Company had improperly retained approximately $4.2 million in unclaimed deposits and has sought reimbursement. The Company has denied any wrongdoing.

In November and December 2016, the Environmental and Natural History Ministry of Chiapas, Mexico ("Ministry") notified a subsidiary of the Company, Arrendadora de Centros Comerciales, S. de R.L. de C.V. ("Arrendadora"), that it was proposing aggregated penalties approximating $430,000 in respect to four stores which the Ministry believed may have been constructed without first obtaining a required environmental impact license. Arrendadora has challenged the penalties before an administrative court and the trials are in process. The Ministry had previously proposed penalties of approximately $640,000 related to this matter ~~in 2014, but Arrendadora was released by an administrative court from payment of such penalties on the basis that the Ministry had failed~~and no assurance as to ~~comply with legal formalities in connection with their imposition.~~whether there will be a material adverse effect to its business or its consolidated financial statements.

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.



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,~~15, 2023, there were ~~229,858~~205,465 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~~2023 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,~~2018 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~~ 2018 Assumes Dividends Reinvested Fiscal Year ~~Ending~~ended January 31, ~~2018~~ 2023


	Fiscal Years Ended January 31,													Fiscal Years Ended January 31,
	2013		2014		2015		2016		2017		2018			2018		2019		2020		2021		2022		2023
Walmart Inc.	$	100.00	$	109.39	$	127.58	$	102.39	$	105.97	$	173.61	Walmart Inc.	$	100.00	$	92.03	$	112.17	$	139.96	$	141.50	$	147.89
S&P 500 Index	100.00		121.52		138.80		137.88		165.51		209.22		S&P 500 Index	100.00		97.69		118.87		139.37		171.83		157.71
S&P 500 Retailing Index	100.00		127.72		153.64		184.32		218.76		321.37		S&P 500 Retailing Index	100.00		108.42		127.45		180.19		195.77		160.10

Issuer ~~Purchases~~Repurchases of Equity Securities

From time to time, ~~we repurchase~~the Company repurchases 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~~21, 2022 were made under the plan in effect at the beginning of fiscal ~~2018. On October 9, 2017,~~2022. In November 2022, the ~~Board of Directors~~Company approved a new $20.0 billion share repurchase program which, beginning on November ~~20, 2017,~~21, 2022, replaced the previous share repurchase program. As of January 31, ~~2018,~~2023, authorization for ~~$18.8~~$19.3 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,~~2023, was as follows:


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, 2022	3,972,269	$	144.52	3,972,269	$	19.9
December 1-31, 2022	2,035,515	145.82		2,035,515	19.6
January 1-31, 2023	2,108,707	143.15		2,108,707	19.3
Total	8,116,491			8,116,491

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

(1) Represents the approximate dollar value of shares that could have been ~~purchased~~repurchased under the current plan 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,~~2022, as of November ~~17, 2017,~~21, 2022, when such plan was replaced, was ~~$2.2~~$1.4 billion.



ITEM 6.			~~SELECTED FINANCIAL DATA~~RESERVED



~~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~~2023 ("fiscal ~~2018"~~2023"), January 31, ~~2017~~2022 ("fiscal ~~2017"~~2022") and January 31, ~~2016~~2021 ("fiscal ~~2016"~~2021"), 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.~~clubs as well as certain other business offerings that are part of our flywheel strategy, such as our Walmart Connect advertising business. 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 currency exchange rates and ~~current period activity translated using~~ the comparable prior year 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~~We have taken certain strategic actions to strengthen our portfolio, primarily in the Walmart International segment, including the following highlights over the last three years:

•In November 2020, we completed the sale of Walmart Argentina and recorded a pre-tax non-cash loss in fiscal 2021 of $1.0 billion, primarily due to cumulative foreign currency translation losses. Refer to Note 12.

•In February 2021, we completed the sale of Asda for net consideration of $9.6 billion, for which we recognized an estimated pre-tax loss in fiscal 2021 of $5.5 billion, and an incremental loss of $0.2 billion in fiscal 2022 upon closing of the transaction. Refer to Note 11 and Note 12.

•In March 2021, we completed the sale of Seiyu for net consideration of $1.2 billion, for which we recognized an estimated pre-tax loss in fiscal 2021 of $1.9 billion, and an incremental loss of $0.2 billion in fiscal 2022 upon closing of the transaction. Refer to Note 12.

•In November 2022, we completed the buyout of the noncontrolling interest shareholders of our Massmart subsidiary (Refer to Note 3) and in December 2022, we exited operations in certain countries in Africa.

•In December 2022, we increased our ownership in PhonePe as part of the separation from our majority-owned Flipkart subsidiary. Refer to Note 3.

We operate in ~~the~~a 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, health and wellness, financial services, advertising, and data service 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 and other risks related to climate change, global health epidemics, including the COVID-19 pandemic, competitive pressures, consumer disposable income, consumer debt levels and buying patterns, consumer credit availability, disruptions in supply chain, inventory management, cost and availability of goods, currency exchange rate fluctuations, customer preferences, inflation, deflation, ~~inflation,~~ fuel and energy prices, general economic conditions, insurance costs, interest rates, labor availability and 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,."

We are committed to helping customers save money and live better through everyday low prices, supported by everyday low

costs. However, like other retail companies, we have seen supply chain disruptions contributing to higher than

normal inventory levels throughout the year. In addition, our merchandise costs for the fiscal year ended January 31, 2023 have been impacted by high inflation, greater than what we have experienced in recent years. The impact to our net sales and gross profit margin is influenced in part by our pricing and merchandising strategies in response to cost increases. Those pricing strategies include, but are not limited to: absorbing cost increases instead of passing those cost increases on to our customers and members; reducing prices in certain merchandise categories; focusing on opening price points for certain food categories; and when necessary, passing cost increases on to our customers and members. Merchandising strategies include, but are not limited to: working with our suppliers to reduce product costs and share in absorbing cost increases; focusing on private label brands and smaller pack sizes; earlier-than-usual purchasing and in greater volumes or moderating purchasing in certain categories; and securing ocean carrier and container capacity. These strategies have and may continue to impact gross profit as a percentage of net sales.

We expect continued uncertainty in our business and the global economy due to pressure from inflation; swings in macroeconomic conditions and their effect on consumer confidence; volatility in employment trends; supply chain pressures; and ongoing uncertainties related to global health epidemics or pandemics, any of which may impact our results. For a detailed discussion on results of operations by reportable segment, refer to "Results of Operations" ~~and under "Cautionary Statement Regarding Forward-Looking Statements~~."below.

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 through increasing membership at Sam's Club and through Walmart+, accelerating eCommerce sales growth ~~while slowing the rate of growth of new stores~~ and ~~clubs.~~expanding omni-channel initiatives that complement our flywheel strategy. 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~~2023 and ~~2017,~~2022, were as follows:


	Fiscal Years Ended January 31,
	2023	2022	2023	2022
	With Fuel		Fuel Impact
Walmart U.S.	7.0%	6.4%	0.4%	0.3%
Sam's Club	14.6%	15.0%	4.2%	5.5%
Total U.S.	8.2%	7.7%	1.0%	1.2%

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%~~8.2% and ~~1.4%~~7.7% in fiscal ~~2018~~2023 and ~~2017,~~2022, respectively, when compared to the previous fiscal year. ~~The fiscal 2018 total~~Walmart U.S. comparable sales ~~were positively impacted~~increased 7.0% and 6.4% in fiscal 2023 and 2022, respectively. For

fiscal 2023, comparable sales growth was driven by ~~continued traffic improvement, higher eCommerce~~growth in average ticket, including strong food sales and ~~the impact of~~ higher ~~fuel sales.~~inflation impacts in certain merchandise categories, as well as growth in transactions. For fiscal 2022, comparable sales growth was driven driven by growth in average ticket and transactions, which included strong consumer spending from government stimulus and some higher inflation impacts in certain merchandise categories compared to recent years. Walmart U.S. eCommerce sales positively ~~impacted~~contributed approximately 0.7% to comparable sales ~~approximately 0.7%~~ for both ~~Walmart U.S.~~fiscal 2023 and 2022 as we continue to focus on a seamless omni-channel experience for our customers.

Comparable sales at Sam's Club increased 14.6% and 15.0% in fiscal 2023 and 2022, respectively. For fiscal 2023, Sam's Club comparable sales benefited from growth in transactions and average ticket and included higher inflation impacts in certain merchandise categories. Sam's Club comparable sales for fiscal ~~2018.~~2022 benefited from growth in transactions and average ticket and was aided by consumer spending due to government stimulus, and also included some higher inflation impacts in certain merchandise categories compared to recent years. The ~~fiscal 2017 total U.S.~~growth in comparable sales ~~were positively impacted by continued traffic improvement and higher eCommerce sales at the Walmart U.S. segment,~~was partially offset by ~~the negative impact of lower fuel sales primarily due~~our decision to ~~lower fuel prices at the~~remove tobacco from certain club locations. Sam's Club ~~segment.~~ eCommerce sales positively ~~impacted~~ contributed approximately 0.8% and 1.3% to comparable sales ~~approximately 0.4% and 0.7% for Walmart U.S. and Sam's Club, respectively,~~ for fiscal ~~2017.~~2023 and 2022, 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.


	Fiscal Years Ended January 31,
(Amounts in millions, except unit counts)	2023			2022
Net sales	$	605,881		$	567,762
Percentage change from comparable period	6.7		%	2.3		%
Operating, selling, general and administrative expenses	$	127,140		$	117,812
Percentage change from comparable period	7.9		%	1.3		%
Operating, selling, general and administrative expenses as a percentage of net sales	21.0		%	20.8		%

For fiscal 2023, operating expenses as a percentage of net sales increased 3223 basis points when compared to the ~~same period in the~~ previous fiscal year. ~~While our increase~~Operating expenses as a percentage of net sales were impacted by charges of $3.3 billion related to opioid-related legal settlements and charges of $0.8 billion related to the reorganization and restructuring of certain businesses in the Walmart International segment. These charges were partially offset by growth in net sales and ~~improving expense management had a positive impact on our~~lower incremental COVID-19 costs.

For fiscal 2022, operating expenses as a percentage of net sales ~~we did not leverage~~decreased 19 basis points when compared to the previous fiscal year. Operating expenses as a ~~result~~percentage of ~~approximately $0.6~~net sales benefited from growth in comparable sales and lower incremental COVID-19 related costs of $2.5 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 million relatedas compared to the ~~FCPA matter, a charge of $244 million related to~~previous year, partially offset by increased wage investments primarily in the Walmart U.S. ~~discontinued real estate projects, and the decisions to exit certain international properties and wind down the first party Brazil eCommerce operations.~~segment.

Strategic Capital Allocation

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


(Amounts in millions)	Fiscal Years Ended January 31,
Allocation of Capital Expenditures	2023		2022
Supply chain, customer-facing initiatives and technology	$	9,209	$	7,197
Store and club remodels	4,990		3,278
New stores and clubs, including expansions and relocations	33		134
Total U.S.	$	14,232	$	10,609
Walmart International	2,625		2,497
Total capital expenditures	$	16,857	$	13,106

(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%~~4.6% and ~~7.2%~~5.6% for ~~the~~ fiscal ~~years ended January 31, 2018~~2023 and ~~2017,~~2022, respectively. The ~~decline~~decrease in ROA was primarily due to the ~~loss on~~decrease in net income, which was driven by lower operating income, partially offset by lapping debt extinguishment ~~of debt~~charges. ROI was 12.7% and ~~the~~14.9% for fiscal 2023 and 2022, respectively, which was primarily due to a decrease in operating income ~~for the~~which included charges associated with opioid-related legal settlements as well as reorganization and restructuring expenses, all recorded in fiscal year ended January 31, 2018. ROI was 14.2% and 15.2% for the fiscal years ended January 31, 2018 and 2017, respectively. The decline in ROI was primarily due to the decrease in operating income for the fiscal year ended January 31, 2018.2023.

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 to the rent for the fiscal year or trailing 12 months multiplied by a factor of eight. When we have discontinued operations, we exclude the impact of the discontinued operations.period.

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~~ 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; and 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.

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,
(Amounts in millions)	2023			2022
CALCULATION OF RETURN ON ASSETS
Numerator
Consolidated net income	$	11,292		$	13,940
Denominator
Average total assets(1)	$	244,029		$	248,678
Return on assets (ROA)	4.6		%	5.6		%

CALCULATION OF RETURN ON INVESTMENT
Numerator
Operating income	$	20,428		$	25,942
+ Interest income	254			158
+ Depreciation and amortization	10,945			10,658
+ Rent	2,306			2,274
ROI operating income	$	33,933		$	39,032

Denominator
Average total assets(1)	$	244,029		$	248,678
+ Average accumulated depreciation and amortization(1)	106,249			98,199
- Average accounts payable(1)	54,502			52,201
- Average accrued liabilities(1)	28,593			32,013

Average invested capital	$	267,183		$	262,663
Return on investment (ROI)	12.7		%	14.9		%

Fiscal Years Ended January 31,
(Amounts in millions) 2018 2017
CALCULATION OF RETURN ON ASSETS
Numerator
Consolidated net income $ 10,523
$ 14,293
Denominator
Average total assets⁽¹⁾
$ 201,674
$ 199,203
Return on assets (ROA) 5.2 % 7.2 %

CALCULATION OF RETURN ON INVESTMENT
Numerator
Operating income $ 20,437
$ 22,764
+ Interest income 152
100
+ Depreciation and amortization 10,529
10,080
+ Rent 2,932
2,612
= Adjusted operating income $ 34,050
$ 35,556

Denominator
Average total assets⁽¹⁾
$ 201,674
$ 199,203
+ Average accumulated depreciation and amortization⁽¹⁾
79,995
74,245
- Average accounts payable⁽¹⁾
43,763
39,960
- Average accrued liabilities⁽¹⁾
21,388
20,131
+ Rent x 8 23,456
20,896
= Average invested capital $ 239,974
$ 234,253
Return on investment (ROI) 14.2 % 15.2 %

As of January 31,
2018 2017 2016
Certain Balance Sheet Data
Total assets $ 204,522
$ 198,825
$ 199,581
Accumulated depreciation and amortization 83,039
76,951
71,538
Accounts payable 46,092
41,433
38,487
Accrued liabilities 22,122
20,654
19,607

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


	As of January 31,
	2023		2022		2021
Certain Balance Sheet Data
Total assets	$	243,197	$	244,860	$	252,496
Accumulated depreciation and amortization	110,286		102,211		94,187
Accounts payable	53,742		55,261		49,141
Accrued liabilities	31,126		26,060		37,966

Free Cash Flow

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

We define free cash flow as net cash provided by operating activities in a period minus payments for property and equipment made in that period. We had net cash provided by operating activities of ~~$28.3~~$28.8 billion, ~~$31.7~~$24.2 billion and ~~$27.6~~$36.1 billion for fiscal ~~2018, 2017~~2023, 2022 and ~~2016,~~2021, respectively. We generated free cash flow of ~~$18.3~~$12.0 billion, ~~$21.1~~$11.1 billion and ~~$16.1~~$25.8 billion for fiscal ~~2018, 2017~~2023, 2022 and ~~2016,~~2021, respectively. Net cash provided by operating activities for fiscal 2023 increased when compared to fiscal 2022. The ~~decreases~~increase is primarily due to moderated levels of inventory purchases, partially offset by a decline in operating income and the timing of certain payments. Free cash flow for fiscal 2023 increased when compared to fiscal 2022 due to the increase in operating cash flows described above, partially offset by an increase of $3.8 billion in capital expenditures to support our investment strategy. Net cash provided by operating activities for fiscal 2022 decreased when compared to fiscal 2021 primarily due to an increase in inventory costs and purchases to support strong sales and lapping the impact of accelerated inventory sell-through in fiscal 2021, as well as timing and payment of wages. Free cash flow for fiscal 2022 decreased when compared to fiscal 2021 due to the same reasons as the decrease in net cash provided by operating activities, ~~and free cash flow in fiscal 2018 from fiscal 2017 were primarily due to the timing of tax and other payments,~~ as well as ~~lapping the previous year's improvements~~$2.8 billion in ~~working~~increased capital management and the benefit from the application of tax regulations adopted in fiscal 2017. The increase in net cash provided by operating activities and free cash flow in fiscal 2017 from fiscal 2016 was primarily due to improved working capital management. Additionally, we benefited from the application of new tax regulations related to the accelerated deduction of remodels and related expenses.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,
(Amounts in millions)	2023		2022		2021
Net cash provided by operating activities	$	28,841	$	24,181	$	36,074
Payments for property and equipment	(16,857)		(13,106)		(10,264)
Free cash flow	$	11,984	$	11,075	$	25,810

Net cash used in investing activities(1)	$	(17,722)	$	(6,015)	$	(10,071)
Net cash used in financing activities	(17,039)		(22,828)		(16,117)

Fiscal Years Ended January 31,
(Amounts in millions) 2018 2017 2016
Net cash provided by operating activities $ 28,337
$ 31,673
$ 27,552
Payments for property and equipment (10,051 ) (10,619 ) (11,477 )
Free cash flow $ 18,286
$ 21,054
$ 16,075

Net cash used in investing activities⁽¹⁾
$ (9,060 ) $ (13,987 ) $ (10,675 )
Net cash used in financing activities (19,875 ) (19,072 ) (16,285 )

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

Results of Operations

Consolidated Results of Operations


	Fiscal Years Ended January 31,
(Amounts in millions, except unit counts)	2023			2022			2021
Total revenues	$	611,289		$	572,754		$	559,151
Percentage change from comparable period	6.7		%	2.4		%	6.7		%
Net sales	$	605,881		$	567,762		$	555,233
Percentage change from comparable period	6.7		%	2.3		%	6.8		%
Total U.S. calendar comparable sales increase	8.2		%	7.7		%	8.7		%
Gross profit rate	23.5		%	24.4		%	24.3		%
Operating income	$	20,428		$	25,942		$	22,548
Operating income as a percentage of net sales	3.4		%	4.6		%	4.1		%
Loss on extinguishment of debt	$	—		$	2,410		$	—
Other (gains) and losses	$	1,538		$	3,000		$	(210)
Consolidated net income	$	11,292		$	13,940		$	13,706
Unit counts at period end(1)	10,623			10,593			11,443
Retail square feet at period end(1)	1,056			1,060			1,121

Fiscal Years Ended January 31,
(Amounts in millions, except unit counts) 2018 2017 2016
Total revenues $ 500,343
$ 485,873
$ 482,130
Percentage change from comparable period 3.0 % 0.8 % (0.7 )%
Net sales $ 495,761
$ 481,317
$ 478,614
Percentage change from comparable period 3.0 % 0.6 % (0.7 )%
Total U.S. calendar comparable sales increase 2.2 % 1.4 % 0.3 %
Gross profit rate 24.7 % 24.9 % 24.6 %
Operating income $ 20,437
$ 22,764
$ 24,105
Operating income as a percentage of net sales 4.1 % 4.7 % 5.0 %
Consolidated net income $ 10,523
$ 14,293
$ 15,080
Unit counts at period end 11,718
11,695
11,528
Retail square feet at period end 1,158
1,164
1,149
(1) Unit counts and associated retail square feet are presented for stores and clubs generally open as of period end, and reflects the removal of stores in the U.K. and Japan subsequent to closing the divestitures in fiscal 2022. Permanently closed locations are not included in these metrics.

Our total revenues, which ~~are mostly comprised of~~includes net sales ~~but also include~~and membership and other income, increased ~~$14.5~~$38.5 billion or ~~3.0%~~6.7% and ~~$3.7~~$13.6 billion or ~~0.8%~~2.4% for fiscal ~~2018~~2023 and ~~2017,~~2022, respectively, when compared to the previous fiscal year. ~~Net~~These increases in revenues were primarily due to increases in net sales, which increased ~~$14.4~~$38.1 billion or ~~3.0%~~ 6.7% and $2.7$12.5 billion or ~~0.6%~~2.3% for fiscal ~~2018~~2023 and ~~2017,~~2022, respectively, when compared to the previous fiscal year. For fiscal ~~2018,~~2023, the increase was primarily due to strong positive comparable sales for the Walmart U.S. and Sam's Club segments which was driven by growth in average ticket, including strong food sales and higher inflation impacts in certain merchandise categories, as well as growth in transactions, along with positive comparable sales in all of our international markets. Additionally, net sales were ~~positively~~negatively impacted by ~~overall positive comparable sales,~~a decrease of $5.0 billion related to the ~~impact from new store openings~~divestiture of our operations in the U.K. and ~~sales generated from eCommerce acquisitions. Additionally, for~~Japan, which closed in the first quarter of fiscal ~~2018, the increase in net sales was partially offset by a reduction in net sales of $1.9~~2022 and $3.7 billion due to divesting our Yihaodian and Suburbia businesses and the $0.5 billion of negative impact from fluctuations in currency exchange rates. For fiscal 2017, net sales were positively impacted by overall positive comparable sales and the 1.3% year-over-year growth in consolidated retail square feet. The positive effect of such factors on our consolidated net sales for fiscal 2017 was partially offset by a negative impact of $11.0 billion or 2.3% as a result of fluctuations in currency exchange rates ~~and a $0.4 billion decrease in fuel~~during fiscal 2023. For fiscal 2022, the increase was primarily due to strong positive comparable sales ~~from lower fuel prices at~~for the Walmart U.S. and Sam's Club ~~segment.~~which benefited from strong U.S. consumer spending and some inflation, along with positive comparable sales in most of our remaining international markets. The increase was partially offset by a $32.6 billion net sales decrease primarily related to the divestiture of our operations in the U.K. and Japan, which closed in the first quarter of fiscal 2022. Net sales also benefited from a $4.5 billion positive impact of fluctuations in currency exchange rates during fiscal 2022.

Our gross profit rate decreased 2698 and increased 14 basis points for fiscal ~~2018~~2023 and increased 36 basis points for fiscal 2017, when compared to the previous fiscal year. For fiscal 2018, the decrease was primarily due to strategic price investments and the mix impact from eCommerce. For fiscal 2017, the increase in gross profit rate was primarily due to improved margin in food and consumables, including the impact of savings in procuring merchandise and lower transportation expense from lower fuel costs in the Walmart U.S. segment. Additionally, improvement in certain markets' inventory management and cost analytics programs in the Walmart International segment also positively impacted our gross profit rate for fiscal 2017.

~~Operating expenses as a percentage of net sales increased 32 and 88 basis points for fiscal 2018 and 2017,~~2022, respectively, when compared to the previous fiscal year. For fiscal ~~2018,~~2023, the decrease was primarily due to markdowns and merchandise mix in the U.S., higher supply chain costs and inflation related LIFO charges in the Sam's Club segment. For fiscal 2022, the increase was primarily due to price management in the Walmart U.S. segment driven by cost inflation as well as merchandise mix, partially offset by increased supply chain costs.

For fiscal 2023, operating expenses as a percentage of net sales ~~was primarily due~~increased 23 basis points when compared to ~~approximately $0.6~~the previous fiscal year. Operating expenses as a percentage of net sales were impacted by charges of $3.3 billion ~~in charges~~ related to ~~Sam's Club closures~~opioid-related legal settlements 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~~charges of ~~$283 million~~$0.8 billion related to the ~~FCPA matter~~reorganization and restructuring of certain businesses in the ~~third quarter, a charge of $244 million related to discontinued real estate projects~~Walmart International segment. These charges were partially offset by growth in ~~Walmart U.S.,~~net sales and ~~the decisions to exit certain international properties and wind down the first party Brazil eCommerce operations.~~lower incremental COVID-19 costs. For fiscal ~~2017, the increase in~~2022, operating expenses as a percentage of net sales ~~was primarily due~~decreased 19 basis points when compared to ~~an increase in wage expense at~~ the Walmart U.S. and Sam's Club segments resulting from the continued investment in associate wage structure, a $370 million charge related to discontinued domestic real estate projects and severance, and our

~~continued investments in eCommerce and technology. The increase in operating~~previous fiscal year. Operating expenses as a percentage of net sales ~~for fiscal 2017 was~~benefited from growth in comparable sales and lower incremental COVID-19 related costs of $2.5 billion as compared to the previous year, partially offset by ~~the impact of store closures~~increased wage investments primarily in the ~~fourth quarter of fiscal 2016.~~Walmart U.S. segment.

Membership and other income was relatively flat for fiscal 2018 and increased $1.0 billion for fiscal 2017, when compared to the same period in the previous fiscal year. While fiscal 2018 included a $387 million gain from the sale of Suburbia, a $47 million gain from a land sale, higher recycling income from our sustainability efforts and higher membership income from increased Plus Member penetration at Sam's Club, these gains were less than gains recognized in fiscal 2017. Fiscal 2017 included a $535 million gain from the sale of our Yihaodian business and a $194 million gain from the sale of shopping malls in Chile.

~~For fiscal 2018, loss~~Loss on extinguishment of debt was ~~$3.1~~$2.4 billion in fiscal 2022 due to the early ~~extinguishment~~retirement of ~~long-term debt which allowed us to retire~~certain higher rate long-term debt to reduce interest expense in future periods.

Other gains and losses consist of certain non-operating items, such as the change in the fair value of our investments and gains or losses on business dispositions, which by their nature can fluctuate from period to period. Other gains and losses consisted of a net loss of $1.5 billion and $3.0 billion for fiscal 2023 and 2022, respectively. The net loss in fiscal 2023 primarily consists of: (a) net losses associated with the fair value changes of our equity and other investments; (b) a gain of $0.4 billion recognized on the sale of our remaining equity method investment in Brazil; and (c) a $0.2 billion dividend from one of our investments. The net loss in fiscal 2022 primarily consists of net losses associated with the fair value changes of our equity investments, as well as $0.4 billion in incremental losses associated with the divestitures of our operations in the U.K. and Japan, which closed in the first quarter of fiscal 2022.

Our effective income tax rate was ~~30.4%~~33.6% for fiscal ~~2018~~2023, 25.4% for fiscal 2022, and ~~30.3%~~33.3% for ~~both~~ fiscal ~~2017 and 2016. Although relatively consistent year-over-year,~~2021, respectively. The increase in our effective tax rate for fiscal 2023 as compared to fiscal 2022 is primarily due to the tax impact of the business reorganization resulting in the full separation of PhonePe from Flipkart. The decrease in our effective tax rate for fiscal 2022 as compared to fiscal 2021 is primarily due to the $8.3 billion loss related to the divestiture of certain international operations classified as held for sale or sold in fiscal 2021, which provided minimal realizable tax benefit. Our effective income tax rate may also fluctuate ~~from period to period~~ as a result of various factors, including changes in our assessment of ~~certain~~unrecognized tax ~~contingencies,~~benefits, valuation allowances, changes in tax ~~laws,~~law, outcomes of administrative audits, the impact of discrete items and the mix and size of earnings among our U.S. operations and international ~~operations.~~operations, which are subject to statutory rates that are generally higher than the U.S. statutory rate. The reconciliation from the U.S. statutory rate to the effective income tax rates for fiscal ~~2018, 2017~~2023, 2022 and ~~2016~~2021 is presented in Note 9 ~~in the "Notes to Consolidated Financial Statements" and describes the impact of the enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act") to the fiscal 2018 effective income tax rate.~~.

As a result of the factors discussed above, we reported ~~$10.5~~$11.3 billion and ~~$14.3~~$13.9 billion of consolidated net income for fiscal ~~2018~~2023 and ~~2017,~~2022, respectively, which represents a decrease of ~~$3.8~~$2.6 billion and ~~$0.8~~an increase of $0.2 billion for fiscal ~~2018~~2023 and ~~2017,~~2022, respectively, when compared to the previous fiscal year. Diluted net income per common share attributable to Walmart ("EPS") was ~~$3.28~~$4.27, $4.87 and ~~$4.38~~$4.75 for fiscal ~~2018~~2023, 2022 and ~~2017,~~2021, respectively.

Walmart U.S. Segment


	Fiscal Years Ended January 31,										Fiscal Years Ended January 31,
(Amounts in millions, except unit counts)	2018			2017			2016			(Amounts in millions, except unit counts)	2023			2022			2021
Net sales	$	318,477		$	307,833		$	298,378		Net sales	$	420,553		$	393,247		$	369,963
Percentage change from comparable period	3.5		%	3.2		%	3.6		%	Percentage change from comparable period	6.9		%	6.3		%	8.5		%
Calendar comparable sales increase	2.1		%	1.6		%	1.0		%	Calendar comparable sales increase	7.0		%	6.4		%	8.7		%
Operating income	$	17,869		$	17,745		$	19,087		Operating income	$	20,620		$	21,587		$	19,116
Operating income as a percentage of net sales	5.6		%	5.8		%	6.4		%	Operating income as a percentage of net sales	4.9		%	5.5		%	5.2		%
Unit counts at period end	4,761			4,672			4,574			Unit counts at period end	4,717			4,742			4,743
Retail square feet at period end	705			699			690			Retail square feet at period end	702			703			703

Net sales for the Walmart U.S. segment increased ~~$10.6~~$27.3 billion or ~~3.5%~~6.9% and ~~$9.5~~$23.3 billion or ~~3.2%~~6.3% for fiscal ~~2018~~2023 and ~~2017,~~2022, respectively, when compared to the previous fiscal year. The increases in net sales were primarily due to increases in comparable ~~store~~ sales of ~~2.1%~~7.0% and ~~1.6%~~6.4% for fiscal ~~2018~~2023 and ~~2017, respectively, and year-over-year~~2022, respectively. Comparable sales in fiscal 2023 were driven by growth in ~~retail square feet of~~average ticket, including strong food sales and higher inflation impacts in certain merchandise categories, as well as growth in transactions. Comparable sales in fiscal 2022 were driven by growth in average ticket and transactions, which included strong consumer spending from government stimulus and some higher inflation impacts in certain merchandise categories compared to recent years. Walmart U.S. eCommerce sales positively contributed approximately 0.7% to comparable sales for both fiscal 2023 and ~~1.4%~~2022, as we continue to focus on a seamless omni-channel experience for ~~fiscal 2018 and 2017, respectively. Additionally, for fiscal 2018, sales generated from eCommerce acquisitions further contributed to the year-over-year increase.~~our customers.

Gross profit rate decreased 2485 basis points for fiscal ~~2018~~2023 and increased 2451 basis points for fiscal ~~2017,~~2022, when compared to the respective previous fiscal year. ~~For~~The decrease in fiscal 2018, the decrease was primarily due to strategic price investments and the mix impact from eCommerce. Partially offsetting the negative factors for fiscal 2018 was the positive impact of savings from procuring merchandise. For fiscal 2017, the increase in2023 gross profit rate was primarily due to ~~improved~~net markdowns and product mix shifts into lower margin categories and increased supply chain costs, partially offset by price management impacts driven by cost inflation. Gross profit rate for fiscal 2022 benefited from price management driven by cost inflation as well as merchandise mix, which includes lapping the temporary closures of our Auto Care and Vision Centers and growth in ~~food and consumables, including the impact of savings in procuring merchandise and lower transportation expense from lower fuel~~our advertising business, partially offset by increased supply chain costs.

Operating expenses as a percentage of segment net sales ~~was relatively flat for fiscal 2018 and increased 101~~decreased 25 basis points for fiscal ~~2017,~~2023 when compared to the previous fiscal year primarily driven by strong sales growth and lower incremental COVID-19 related costs, partially offset by increased wage costs. For fiscal 2022, operating expenses as a percentage of segment net sales increased 31 basis points primarily due to investments in wages, partially offset by lower incremental COVID-19 related costs of $1.9 billion.

As a result of the factors discussed above, segment operating income decreased $1.0 billion and increased $2.5 billion for fiscal 2023 and 2022, respectively, when compared to the previous fiscal year.

Walmart International Segment


	Fiscal Years Ended January 31,
(Amounts in millions, except unit counts)	2023			2022			2021
Net sales	$	100,983		$	100,959		$	121,360
Percentage change from comparable period	—		%	(16.8)		%	1.0		%
Operating income	$	2,965		$	3,758		$	3,660
Operating income as a percentage of net sales	2.9		%	3.7		%	3.0		%
Unit counts at period end	5,306			5,251			6,101
Retail square feet at period end	273			277			337

Net sales for the Walmart International segment were flat and decreased $20.4 billion or 16.8% for fiscal 2023 and 2022, respectively, when compared to the previous fiscal year. ~~Fiscal 2018 and~~For fiscal ~~2017 included charges~~2023, net sales benefited from positive comparable sales in all of our international markets, offset by the impacts of a decrease of $5.0 billion related to ~~discontinued real estate projects~~the divestiture of ~~$244 million~~our operations in the U.K. and ~~$249 million, respectively.~~Japan, which closed in the first quarter of fiscal 2022, as well as $3.7 billion of fluctuations in currency exchange rates during fiscal 2023. For fiscal ~~2017,~~2022, the ~~increase~~reduction in net sales was driven by a $32.6 billion decrease primarily related to the divestitures of our operations in the U.K. and Japan, which closed during the first quarter of fiscal 2022. This decrease was partially offset by positive comparable sales in most of our remaining markets, as well as positive fluctuations in currency exchange rates of $4.5 billion.

Gross profit rate decreased 50 basis points and 55 basis points for fiscal 2023 and 2022, respectively, when compared to the previous fiscal year. For fiscal 2023, the decrease was primarily driven by ~~an increase~~continued growth in ~~wage expense due~~lower margin formats and channels in China and category mix shifts into lower margin categories. For fiscal 2022, the decrease was primarily driven by shifts into lower margin formats and the impact related to our divested markets.

Operating expenses as a percentage of segment net sales increased 41 basis points and decreased 71 basis points for fiscal 2023 and 2022, respectively, when compared to the ~~investment in the associate wage structure; the charge related to discontinued real estate projects; and investments in digital retail and technology.~~previous fiscal year. The increase in operating expenses as a percentage of segment net sales for fiscal ~~2017~~2023 was ~~partially offset by~~primarily due to business reorganization and restructuring charges incurred related to Flipkart and Massmart during the ~~impact~~fourth quarter. For fiscal 2022, the decrease was primarily due to impacts from the divested markets and $0.4 billion of ~~store closures~~lower incremental COVID-19 related costs. Operating expenses as a percentage of net sales benefited from depreciation and amortization expense not having been recorded for our operations in the U.K. and Japan subsequent to their held for sale classification at the end of fiscal ~~2016.~~2021 and prior to closing during the first quarter of fiscal 2022.

As a result of the factors discussed above, segment operating income decreased $0.8 billion and increased ~~$124 million for fiscal 2018 and decreased $1.3~~$0.1 billion for fiscal ~~2017, respectively.~~

~~Walmart International Segment~~

Fiscal Years Ended January 31,
(Amounts in millions, except unit counts) 2018 2017 2016
Net sales $ 118,068
$ 116,119
$ 123,408
Percentage change from comparable period 1.7 % (5.9 )% (9.4 )%
Operating income $ 5,352
$ 5,758
$ 5,346
Operating income as a percentage of net sales 4.5 % 5.0 % 4.3 %
Unit counts at period end 6,360

6,363
6,299
Retail square feet at period end 373

377
372

~~Net sales for the Walmart International segment increased $1.9 billion or 1.7% for fiscal 2018~~2023 and ~~decreased $7.3 billion or 5.9% for fiscal 2017,~~2022, respectively, when compared to the previous fiscal year. For fiscal 2018, the increase in net sales was due to positive comparable sales in the majority of our markets and the impact of new stores, partially offset by a reduction in net sales of $1.9 billion due to divesting our Yihaodian and Suburbia businesses and a $0.5 billion negative impact from fluctuations in currency exchange rates. For fiscal 2017, the decrease in net sales was due to a $11.0 billion negative impact from fluctuations in currency exchange rates. Additionally, net sales for fiscal 2017 were impacted by positive comparable sales in all of our markets, except in the United Kingdom, and year-over-year growth in retail square feet of 1.2%.

Gross profit rate decreased 28 basis points for fiscal 2018 and increased 46 basis points for fiscal 2017, when compared to the previous fiscal year. For fiscal 2018, the decrease in the gross profit rate was primarily due to strategic price investments in certain markets. For fiscal 2017, the increase in gross profit rate was primarily due to improvement in certain markets' inventory management and cost analytics programs.

Membership and other income decreased 14.0% for fiscal 2018 and increased 69.4% for fiscal 2017, when compared to the previous fiscal year. While fiscal 2018 included a $387 million gain from the sale of Suburbia and a $47 million gain from a land sale, these gains were less than gains recognized in fiscal 2017. Fiscal 2017 included a $535 million gain from the sale of our Yihaodian business and a $194 million gain from the sale of shopping malls in Chile.

Operating expenses as a percentage of segment net sales decreased 11 basis points for fiscal 2018 and increased 58 basis points for fiscal 2017, when compared to the previous fiscal year. The decrease in operating expenses as a percentage of segment net sales for fiscal 2018 was primarily due to an increase in net sales partially offset by restructuring and impairment charges in certain markets of approximately $0.5 billion, including charges from decisions to exit certain properties and to wind down the first party Brazil eCommerce operations. The increase in operating expenses as a percentage of segment net sales for fiscal 2017 was primarily due to declining sales on relatively flat fixed costs in the United Kingdom, as well as adjustments to useful lives of certain assets and impairment charges in certain markets.

Segment operating income was negatively impacted by fluctuations in currency exchange rates of $68 million and $642 million for fiscal 2018 and 2017, respectively. As a result of the factors discussed above, segment operating income decreased $406 million for fiscal 2018 and increased $412 million for fiscal 2017, respectively.

Sam's Club Segment


	Fiscal Years Ended January 31,
(Amounts in millions, except unit counts)	2023			2022			2021
Including Fuel
Net sales	$	84,345		$	73,556		$	63,910
Percentage change from comparable period	14.7		%	15.1		%	8.7		%
Calendar comparable sales increase	14.6		%	15.0		%	8.7		%
Operating income	$	1,964		$	2,259		$	1,906
Operating income as a percentage of net sales	2.3		%	3.1		%	3.0		%
Unit counts at period end	600			600			599
Retail square feet at period end	80			80			80

Excluding Fuel (1)
Net sales	$	71,665		$	64,860		$	59,184
Percentage change from comparable period	10.5		%	9.6		%	12.1		%
Operating income	$	1,352		$	1,923		$	1,645
Operating income as a percentage of net sales	1.9		%	3.0		%	2.8		%

(1)We believe the ~~information in the below table under the caption~~ "Excluding Fuel" information is useful to investors because it permits investors to understand the effect of the Sam's Club segment's fuel sales on its results of operations, which are impacted by the volatility of fuel prices. Volatility in fuel prices may continue to impact the operating results of the Sam's Club segment in the future. Management uses such information to better measure underlying operating results in the segment.

Fiscal Years Ended January 31,
(Amounts in millions, except unit counts) 2018 2017 2016
Including Fuel
Net sales $ 59,216
$ 57,365
$ 56,828
Percentage change from comparable period 3.2 % 0.9 % (2.1 )%
Calendar comparable sales increase (decrease) 2.8 % 0.5 % (3.2 )%
Operating income $ 982
$ 1,671
$ 1,820
Operating income as a percentage of net sales 1.7 % 2.9 % 3.2 %
Unit counts at period end 597

660
655
Retail square feet at period end 80

88
88

Excluding Fuel
Net sales $ 54,456
$ 53,289
$ 52,330
Percentage change from comparable period 2.2 % 1.8 % 1.4 %
Operating income $ 864
$ 1,619
$ 1,746
Operating income as a percentage of net sales 1.6 % 3.0 % 3.3 %

Net sales for the Sam's Club segment increased ~~$1.9~~$10.8 billion or ~~3.2%~~14.7% and ~~$0.5~~$9.6 billion or ~~0.9%~~15.1% for fiscal ~~2018~~2023 and ~~2017,~~2022, respectively, when compared to the previous fiscal year. For fiscal ~~2018,~~2023, the increase ~~in net sales~~ was primarily due to ~~an increase~~comparable sales growth, including fuel, of 14.6%. Comparable sales benefited from growth in transactions and average ticket and included higher inflation impacts in certain merchandise categories. Sam's Club eCommerce sales positively contributed approximately 0.8% to comparable sales which ~~were benefited~~was primarily driven by ~~an increase of $0.7 billion in fuel sales from higher fuel prices in fiscal 2018.~~ship to home and curbside pickup. For fiscal ~~2017,~~2022, the increase ~~in net sales~~ was primarily due to ~~an increase~~comparable sales growth, including fuel, of 15.0%. Comparable sales benefited from growth in transactions and average ticket due to increased consumer spending, which was aided by government stimulus, and also includes some

higher inflation impacts in certain merchandise categories. The growth in comparable sales ~~without fuel driven by higher eCommerce sales, and a year-over-year increase in retail square feet of 0.9%,~~was partially offset ~~by a decrease of $0.4 billion in fuel sales primarily from lower fuel prices in fiscal 2017. In the future, net sales will be negatively impacted~~ by our decision to remove tobacco infrom certain ~~clubs.~~club locations. Sam's Club eCommerce sales positively contributed approximately 1.3% to comparable sales.

Gross profit rate decreased 44155 basis points and 68 basis points for fiscal ~~2018~~2023 and ~~increased 39 basis points for fiscal 2017,~~2022, respectively, when compared to the previous fiscal year. For fiscal ~~2018,~~2023, the decrease in gross profit rate was primarily due to ~~the impact of markdowns to liquidate~~ inventory write-downs, elevated supply chain and eCommerce fulfillment costs and inflation related to the club closures, a reclassification of certain supply expenses from operating expenses to cost of goods sold, higher inventory shrink, increased shipping costs at samsclub.com and the investment in cash rewards.LIFO charges. For fiscal ~~2017~~2022, ~~the increase in~~ gross profit rate ~~was~~decreased primarily due to ~~margin rate improvement in home~~increased fuel sales which have lower margins, cost inflation, and ~~apparel, health and wellness, and grocery,~~higher supply chain costs, partially offset by ~~changes in merchandise~~favorable sales mix, ~~and the growth of the Cash Rewards program.~~including reduced tobacco sales.

Membership and other income increased ~~2.3%~~7.0% and 13.1% for fiscal ~~2018~~2023 and ~~decreased 6.5% for fiscal 2017,~~2022, respectively, when compared to the previous fiscal year. For fiscal ~~2018,~~2023 and 2022, the increase ~~in membership and other income~~ was primarily due to ~~higher recycling income from our sustainability efforts~~increases in new member sign-ups and ~~an increase of 1.3% in membership income resulting from increased~~ Plus ~~Member~~member penetration. ~~For fiscal 2017, the decrease was primarily due to a reduction in other income partially offset by an increase of 2.3% in membership income as a result of increased Plus Member renewals.~~

Operating expenses as a percentage of segment net sales ~~increased 80~~decreased 97 basis points and 4982 basis points for fiscal ~~2018~~2023 and ~~2017,~~2022, respectively, when compared to the previous fiscal year. ~~For fiscal 2018, the increase in~~Fiscal 2023 operating expenses as a percentage of ~~segment~~ net sales ~~was~~decreased primarily due to ~~a charge of approximately $0.6 billion related to club closures and discontinued real estate projects. For fiscal 2017, the increase in~~higher sales. Fiscal 2022 operating expenses as a percentage of ~~segment~~ net sales ~~was~~decreased primarily due to ~~an increase in wage, benefit and incentive expenses from the investment in the associate wage structure,~~higher sales as well as ~~our investments in eCommerce and technology and an increase in advertising expense.~~a benefit from $0.2 billion of lower incremental COVID-19 related costs, partially offset by reduced tobacco sales.

As a result of the factors discussed above, segment operating income decreased ~~$689 million~~$0.3 billion and ~~$149 million f~~orincreased $0.4 billion for fiscal~~2018~~2023 and ~~2017, respectively.~~ 2022, respectively, when compared to the previous fiscal year.

Liquidity and Capital Resources

Liquidity

The strength and stability of our operations have historically supplied us with a significant source of liquidity. Our cash flows provided by operating activities, supplemented with our long-term debt and short-term borrowings, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our operations. Generally, some or all of the remaining available cash flow has been used to fund ~~the~~ dividends on our common stock and share repurchases. We believe our sources of liquidity will continue to be ~~adequate~~sufficient to fund operations, finance our global investment ~~and expansion~~ activities, pay dividends and fund our share repurchases for at least the next 12 months and thereafter for the foreseeable future.

Net Cash Provided by Operating Activities


	Fiscal Years Ended January 31,
(Amounts in millions)	2023		2022		2021
Net cash provided by operating activities	$	28,841	$	24,181	$	36,074

Fiscal Years Ended January 31,
(Amounts in millions) 2018 2017 2016
Net cash provided by operating activities $ 28,337
$ 31,673
$ 27,552

Net cash provided by operating activities was ~~$28.3~~$28.8 billion, ~~$31.7~~$24.2 billion and ~~$27.6~~$36.1 billion for fiscal ~~2018, 2017~~2023, 2022 and ~~2016,~~2021, respectively. Net cash provided by operating activities for fiscal 2023 increased when compared to the previous fiscal year. The increase is primarily due to moderated levels of inventory purchases, partially offset by a decline in operating income and the timing of certain payments. The decrease in net cash provided by operating activities for fiscal 2018, when compared to the previous fiscal year, was due to the timing of tax and other payments, as well as lapping the previous year's improvements in working capital management and the benefit from the application of tax regulations adopted in fiscal 2017. The increase in net cash provided by operating activities for fiscal 2017,2022, when compared to the previous fiscal year, was primarily due to ~~improved working capital management. Additionally, we benefited from~~an increase in inventory costs and purchases to support strong sales and lapping the ~~application~~impact of ~~new tax regulations related to the~~ accelerated ~~deduction~~inventory sell-through in fiscal 2021, as well as timing and payment of ~~remodels and related expenses.~~wages.

Cash Equivalents and Working Capital Deficit

Cash and cash equivalents were ~~$6.8~~$8.6 billion and ~~$6.9~~$14.8 billion atas of January 31, ~~2018~~2023 and ~~2017,~~2022, respectively. Our working capital deficit, defined as total current assets less total current liabilities, was ~~$18.9~~$16.5 billion and ~~$9.2~~$6.3 billion atas of January 31, ~~2018~~2023 and ~~2017,~~2022, respectively. The increase in our working capital deficit ~~reflects~~is primarily driven by a decrease in cash and cash equivalents and an increase in ~~short-term borrowings as part of our long-term debt extinguishment activity as well as improved procurement and inventory management.~~accrued liabilities. We generally operate with a working capital deficit due to our efficient use of cash in funding operations, consistent access to the capital markets and returns provided to our shareholders in the form of payments of cash dividends and share repurchases.

We use intercompany financing arrangements in an effort to ensure cash can be made available in the country in which it is needed with the minimum cost possible. ~~We do not believe it will be necessary to~~Additionally, from time-to-time, we repatriate earnings ~~held~~and related cash from jurisdictions outside of the U.S. and anticipate our domestic liquidity needs will be met through cash flows provided by domestic operating activities, supplemented with long-term debt and short-term borrowings. Accordingly, we intend, with only certain exceptions,Historically, U.S. taxes were due upon repatriation of foreign earnings. Due to ~~continue to indefinitely reinvest our earnings held outside of~~ the ~~U.S. in our foreign operations. As part~~enactment of U.S. tax reform, ~~enacted on December 22, 2017, we are currently assessing the impact~~repatriations of ~~the new legislation, which can in turn, impact our assertion regarding any potential future repatriation. If our intentions with respect to reinvestment were to change, most~~foreign earnings will generally be free of ~~the amounts held within our foreign operations could be repatriated to the U.S., although any repatriation under new~~ U.S. federal tax, ~~laws could be subject to incremental~~but may incur other taxes such as withholding or state taxes. We do not expect current local laws, other existing limitations ~~or potential taxes~~ on anticipated future repatriations of cash amounts held outside of the U.S. to have a material effect on our overall liquidity, financial ~~condition~~position or results of operations.

As of January 31, ~~2018~~2023 and ~~2017,~~2022, cash and cash equivalents of ~~$1.4~~$2.9 billion and ~~$1.0~~$4.3 billion, respectively, may not be freely transferable to the U.S. due to local laws or other ~~restrictions.~~restrictions or are subject to the approval of the noncontrolling interest shareholders.

Net Cash Used in Investing Activities


	Fiscal Years Ended January 31,
(Amounts in millions)	2023		2022		2021
Net cash used in investing activities	$	(17,722)	$	(6,015)	$	(10,071)

Fiscal Years Ended January 31,
(Amounts in millions) 2018 2017 2016
Net cash used in investing activities $ (9,060 ) $ (13,987 ) $ (10,675 )

Net cash used in investing activities was ~~$9.1~~$17.7 billion ~~$14.0~~, $6.0 billion and ~~$10.7~~$10.1 billion for fiscal ~~2018, 2017~~2023, 2022 and ~~2016,~~2021, respectively, and generally consisted of ~~payments~~capital expenditures. Net cash used in investing activities increased $11.7 billion for fiscal 2023 when compared to ~~remodel existing stores~~the previous fiscal year primarily due to the result of lapping the net proceeds received from the divestitures of our operations in the U.K. and ~~clubs, expand~~Japan and an increase in capital expenditures to support our ~~eCommerce capabilities, invest in other technologies and add stores and clubs.~~investment strategy. Net cash used in investing activities decreased ~~$4.9~~$4.1 billion for fiscal 2018, when compared to the previous fiscal year. Fiscal 2018 included cash received of $1.0 billion from the sale of Suburbia in Mexico, while fiscal 2017 included our acquisition of Jet.com, Inc. ("jet.com") for approximately $2.4 billion and our purchase of $1.9 billion of available for sale securities in JD.com ("JD"). Net cash used in investing activities increased $3.3 billion for fiscal 2017,2022 when compared to the previous fiscal year, primarily due to the net proceeds received from the divestitures of our ~~acquisition of jet.com~~operations in the U.K. and ~~investment in JD,~~Japan, partially offset by ~~$0.7 billion in cash received from the sales of shopping malls in Chile.~~ increased capital expenditures.

Capital expenditures

Refer to ~~Note 13~~ ~~to our Consolidated Financial Statements for further details on our acquisition of jet.com and investment in JD. Additionally, refer~~ to the "Strategic Capital Allocation" section in our Company Performance Metrics for capital expenditure detail for fiscal ~~2018~~2023 and ~~2017.~~

We continued to focus on eCommerce, including a seamless omni-channel shopping experience, in each of our segments during fiscal 2018. Our fiscal 2018 accomplishments in this area include growing "Online Grocery" to over 1,100 pickup locations in the U.S., new dedicated eCommerce fulfillment centers, two-day free shipping with no membership fee at Walmart U.S. and one-hour delivery from stores in China.

~~Growth Activities~~

2022. For the fiscal year ending January 31, ~~2019~~2024 ("fiscal ~~2019"~~2024"), we project capital expenditures will be approximately ~~$11.0~~$17 billion ~~and involve:~~

~~in Walmart U.S., continuing~~ to ~~prioritize store remodels and digital experiences,~~$18 billion, with ~~approximately 1,000 additional online grocery locations;~~

~~in Walmart International, investing more in fulfillment capabilities in addition to new stores; and,~~

~~eCommerce investments that include enhanced~~a focus on technology, supply chain, ~~capabilities.~~

~~Globally, in fiscal 2019, we expect to add approximately 280 new, expanded or relocated stores~~ and ~~clubs, with approximately 255 of those in Walmart International, focusing on key markets such as Mexico and China.~~customer-facing initiatives.

Net Cash Used in Financing Activities


	Fiscal Years Ended January 31,
(Amounts in millions)	2023		2022		2021
Net cash used in financing activities	$	(17,039)	$	(22,828)	$	(16,117)

Fiscal Years Ended January 31,
(Amounts in millions) 2018 2017 2016
Net cash used in financing activities $ (19,875 ) $ (19,072 ) $ (16,285 )

Net cash ~~flows~~from financing activities generally consists of debt transactions, dividends paid, repurchases of Company stock and transactions with noncontrolling interest shareholders. Fiscal 2023 net cash used in financing activities ~~generally consist~~decreased $5.8 billion when compared to the previous fiscal year. The decrease is primarily due to repayments of ~~transactions related to our short-term and~~ long-term debt ~~financing obligations, dividends paid~~ and related payment of premiums for the ~~repurchase~~early extinguishment of ~~Company stock. Transactions with noncontrolling interests are also classified as cash flows~~certain notes in the prior fiscal period, partially offset by the equity funding from ~~financing activities. Net~~the sale of subsidiary stock in the prior fiscal period. Fiscal 2022 net cash used in financing activities increased ~~$0.8~~$6.7 billion ~~and $2.8 billion for fiscal 2018 and 2017, respectively,~~ when compared to the ~~same period in the~~ previous fiscal year. ~~Net cash used in financing activities for fiscal 2018 increased~~The increase was primarily due to repayments of long-term debt and related payment of premiums ~~paid~~ for the early extinguishment of ~~debt. Net cash used in financing~~

~~activities for fiscal 2017~~certain notes, as well as increased ~~primarily due to~~share repurchases, ~~of Company stock~~ partially offset by ~~lower repayments~~long-term debt issuances and equity funding from the sale of ~~long-term debt. Further discussion~~subsidiary stock.

Purchase and Sale of ~~financing activities is provided by major category below.~~Subsidiary Stock

In the fourth quarter of fiscal 2023, the Company completed a $0.4 billion buyout of the noncontrolling interest shareholders of the Company's Massmart subsidiary. This transaction increased the Company's ownership of Massmart from approximately 53% to 100%. Additionally, the Company completed a $0.4 billion acquisition of Alert Innovation, which was previously consolidated as a variable interest entity and resulted in the Company becoming a 100% owner.

During fiscal 2022, the Company received $3.2 billion primarily related to a new equity funding for the Company's majority-owned Flipkart subsidiary, which reduced the Company's ownership from approximately 83% as of January 31, 2021 to approximately 75%.

Short-term Borrowings

~~Net cash flows provided by short-term borrowings increased $4.1 billion in fiscal 2018 and decreased $1.7 billion in fiscal 2017, when compared to the balance at the end of the previous fiscal year.~~ We generally utilize the liquidity provided by short-term borrowings to provide funding for our operations, dividend payments, share repurchases, capital expenditures and other cash requirements. For fiscal 2018, the additional cash provided by short-term borrowings was primarily due to the timing of our January 2018 debt extinguishment. For fiscal 2017, the decrease in net cash flows provided by short-term borrowings was due to improved cash flows from operations driven by working capital improvements and changes to tax regulations.

The following table includes additional information related to the Company's short-term borrowings for fiscal ~~2018, 2017~~2023, 2022 and ~~2016:~~

Fiscal Years Ended January 31,
(Amounts in millions) 2018 2017 2016
Maximum amount outstanding at any month-end $ 11,386
$ 9,493
$ 10,551
Average daily short-term borrowings 8,131
5,691
4,536
Annual weighted-average interest rate 1.3 % 1.8 % 1.5 %

~~In addition to our short-term~~2021:


	Fiscal Years Ended January 31,
(Amounts in millions)	2023			2022			2021
Maximum amount outstanding at any month-end	$	11,432		$	716		$	4,048
Average daily short-term borrowings	7,250			626			1,577
Annual weighted-average interest rate	2.4		%	3.7		%	3.1		%

Short-term borrowings weas of January 31, 2023 and 2022 were $0.4 billion, with weighted-average interest rates of 6.6% and 2.9%, respectively. We also have $15.0 billion of various undrawn committed lines of credit in the U.S. as of January 31, 2023 that provide ~~$12.5 billion and~~additional liquidity, if needed. Additionally, we maintain access to various ~~undrawn committed lines of~~ credit facilities outside of the U.S. ~~that provide approximately $4.0~~to further support our Walmart International segment operations, as needed.

As of January 31, 2023, we have $2.1 billion of ~~additional liquidity, if needed.~~syndicated and fronted letters of credit available, of which $1.8 billion was drawn and represents an unrecorded current obligation.

Long-term Debt

The following table provides the changes in our long-term debt for fiscal ~~2018:~~

2023:

(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


(Amounts in millions)	Long-term debt due within one year		Long-term debt		Total
Balances as of February 1, 2022	$	2,803	$	34,864	$	37,667
Proceeds from issuance of long-term debt	—		5,041		5,041
Repayments of long-term debt	(2,689)		—		(2,689)
Reclassifications of long-term debt	4,197		(4,197)		—
Currency and other adjustments	(120)		(1,059)		(1,179)
Balances as of January 31, 2023	$	4,191	$	34,649	$	38,840

Our total outstanding long-term debt ~~decreased $4.5~~increased $1.2 billion ~~for~~during fiscal ~~2018,~~2023, primarily due to the ~~extinguishment and~~issuance of new long-term debt in September 2022, partially offset by the maturities of certain long-term ~~debt, partially offset by~~debt. Refer to Note 6 to our Consolidated Financial Statements for details on the ~~issuance~~issuances of long-term debt. ~~The extinguishment of certain~~

Estimated contractual interest payments associated with our long-term debt ~~allowed us~~amount to ~~retire higher~~$18.8 billion, with approximately $1.7 billion expected to be paid in fiscal 2024. Estimated interest payments are based on our principal amounts and expected maturities of all debt outstanding as of January 31, 2023 and assumes interest rates remain at current levels for our variable rate ~~debt to reduce interest expense in future periods.~~instruments.

Dividends

Our total dividend payments were ~~$6.1~~$6.1 billion, $6.2 billion and ~~$6.3~~$6.1 billion for fiscal ~~2018, 2017~~2023, 2022 and ~~2016,~~2021, respectively. OnEffective February ~~20, 2018,~~21, 2023, the ~~Board of Directors~~Company approved the fiscal ~~2019~~2024 annual dividend of ~~$2.08~~$2.28 per share, an increase over the fiscal ~~2018~~2023 annual dividend of ~~$2.04~~$2.24 per share. For fiscal ~~2019,~~2024, the annual dividend will be paid in four quarterly installments of ~~$0.52~~$0.57 per share, according to the following record and payable dates:



Record Date						Payable Date
March ~~9, 2018~~17, 2023						April ~~2, 2018~~3, 2023
May ~~11, 2018~~5, 2023						~~June 4, 2018~~May 30, 2023
August ~~10, 2018~~11, 2023						September ~~4, 2018~~5, 2023
December ~~7, 2018~~8, 2023						January 2, ~~2019~~2024

Company Share Repurchase Program

From time to time, ~~we repurchase~~the Company repurchases shares of ~~our~~its common stock under share repurchase programs authorized by the Company's Board of Directors. All repurchases made during the fiscal year prior to November ~~20, 2017~~21, 2022 were made under the plan in effect at the beginning of fiscal ~~2018. On October 9, 2017,~~2022. In November 2022, the ~~Board of Directors~~Company approved a new $20.0 billion share repurchase program which, beginning on November ~~20, 2017,~~21, 2022, replaced the previous share repurchase program. As of January 31, ~~2018,~~2023, authorization for ~~$18.8~~$19.3 billion of share repurchases remained under the ~~current~~ share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status.

We regularly review share repurchase activity and consider several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings, our results of operations and the market price of our common stock. We anticipate that a ~~significant~~ majority of the ongoing share repurchase program will be

funded through the Company's free cash ~~flows.~~ flow.

The following table provides, on a settlement date basis, the number of shares repurchased, average price paid per share and total amount paid for share repurchases for fiscal ~~2018, 2017~~2023, 2022 and ~~2016:~~

2021:


	Fiscal Years Ended January 31,							Fiscal Years Ended January 31,
(Amounts in millions, except per share data)	2018		2017		2016		(Amounts in millions, except per share data)	2023		2022		2021
Total number of shares repurchased	104.9		119.9		62.4		Total number of shares repurchased	73.9		69.7		19.4
Average price paid per share	$	79.11	$	69.18	$	65.90	Average price paid per share	$	134.17	$	140.45	$	135.20
Total amount paid for share repurchases	$	8,296	$	8,298	$	4,112	Total amount paid for share repurchases	$	9,920	$	9,787	$	2,625

~~Share repurchases were flat for fiscal 2018~~Material Cash Requirements

Material cash requirements from operating activities primarily consist of inventory purchases, employee related costs, taxes, interest and ~~increased $4.2 billion for fiscal 2017, respectively, when compared~~other general operating expenses, which we expect to ~~the previous fiscal year.~~

~~Significant Transactions with Noncontrolling Interests~~

~~In fiscal 2016, as described in~~ be primarily satisfied by our cash from operations. Other material cash requirements from known contractual and other obligations include opioid and other legal settlements, short-term borrowings, long-term debt and related interest payments, leases, purchases of subsidiary stock and purchase obligations. See Note 133, Note 6 and Note 7 to our Consolidated Financial Statements ~~we completed~~for information regarding purchase of subsidiary stock, outstanding short-term borrowings and long-term debt, and leases, respectively.

As of January 31, 2023, the Company has $33.3 billion of unrecorded purchase obligations outstanding, of which $11.6 billion is due within one year. 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. 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 ~~remaining noncontrolling interest in Yihaodian,~~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 obligations quantified above. Accordingly, purchase orders for inventory are also excluded as purchase orders represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our ~~eCommerce operations in China,~~current inventory needs and are fulfilled by our suppliers within short time periods. We also enter into contracts for ~~approximately $760 million, using existing cash~~outsourced services; however, the obligations under these contracts are not significant and the contracts generally contain clauses allowing for cancellation without significant penalty. Timing of payments and actual amounts paid may be different depending on the timing of receipt of goods or services or changes to ~~complete the transaction. The Company subsequently sold Yihaodian to JD in fiscal 2017.~~agreed-upon amounts for some obligations.

Capital Resources

We believe our cash flows from operations, ~~our~~ current cash position, short-term borrowings and access to capital markets will continue to be sufficient to meet our anticipated ~~operating~~ cash ~~needs,~~requirements and contractual obligations, which ~~include~~includes funding seasonal buildups in merchandise inventories and funding our capital expenditures, acquisitions, dividend payments and share repurchases.

We have strong commercial paper and long-term debt ratings that have enabled and should continue to enable us to refinance our debt as it becomes due at favorable rates in capital markets. AtAs of January 31, ~~2018,~~2023, the ratings assigned to our commercial paper and rated series of our outstanding long-term debt were as follows:

Rating agency

Commercial paper

Long-term debt

Standard & Poor's

A-1+

Moody's Investors Service

P-1

Aa2

Fitch Ratings

F1+

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

~~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:

Payments Due During Fiscal Years Ending January 31,
(Amounts in millions)
Total
2019
2020-2021
2022-2023
Thereafter
Recorded contractual obligations:

Long-term debt⁽¹⁾

$ 33,783

$ 3,733

$ 5,250

$ 3,541

$ 21,259
Short-term borrowings
5,257

5,257

—

—

—
Capital lease and financing obligations⁽²⁾

9,930

1,039

1,929

1,539

5,423
Unrecorded contractual obligations:

Non-cancelable operating leases⁽³⁾

15,366

1,933

3,250

2,539

7,644
Estimated interest on long-term debt
17,601

1,291

2,319

2,121

11,870
Trade and stand-by letters of credit
2,626

2,626

—

—

—
Purchase obligations
13,278

6,121

5,094

1,138

925
Total contractual obligations
$ 97,841

$ 22,000

$ 17,842

$ 10,878

$ 47,121


~~(1)~~	~~"Long-term debt" includes the fair value of our derivatives designated as fair value hedges.~~


~~(2)~~	~~"Capital lease and financing obligations" includes executory costs and imputed interest related to capital lease and financing obligations that are not yet recorded. Refer to~~ ~~Note 11~~ ~~to our Consolidated Financial Statements for more information.~~


~~(3)~~	~~Represents minimum contractual obligation for non-cancelable leases with initial or remaining terms greater than 12 months as of January 31, 2018.~~

Additionally, the Company has $12.5 billion in undrawn committed lines of credit in the U.S. and approximately $4.0 billion of undrawn committed lines of credit outside of the U.S. which, if drawn upon, would be included in the current liabilities section of the Company's Consolidated Balance Sheets.

Estimated interest payments are based on our principal amounts and expected maturities of all debt outstanding at January 31, 2018, and assumes interest rates remain at current levels for our variable rate debt.

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 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, 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 billion of 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, 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, results of operations, liquidity, capital expenditures or capital resources.

Annual maturities of long-term debt during the next five years and thereafter are as follows:


(Amounts in millions)	Annual
Fiscal Year	Maturities
2024	$	4,191
2025	3,516
2026	2,604
2027	2,737
2028	1,817
Thereafter	23,975
Total	$	38,840

(Amounts in millions) Annual
Fiscal Year Maturities
2019 $ 3,733
2020 1,914
2021 3,336
2022 607
2023 2,934
Thereafter 21,259
Total $ 33,783

Debt Issuances

Information on significant long-term debt issued during fiscal ~~2018~~2023, for general corporate purposes, is as follows:


(Amounts in millions)
Issue Date	Principal Amount	Maturity Date	Fixed vs. Floating	Interest Rate	Net Proceeds
September 9, 2022	$1,750	September 9, 2025	Fixed	3.900%	$	1,744
September 9, 2022	$1,000	September 9, 2027	Fixed	3.950%	$	994
September 9, 2022	$1,250	September 9, 2032	Fixed	4.150%	$	1,239
September 9, 2022	$1,000	September 9, 2052	Fixed	4.500%	$	992
Total					$	4,969

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

~~As described in~~ ~~Note 8, the current year~~These issuances ~~of foreign-currency-denominated long-term~~are senior, unsecured notes which rank equally with all other senior, unsecured debt ~~are designated as a hedge~~obligations of the Company, and are not convertible or exchangeable. These issuances do not contain any financial covenants which restrict the Company's ~~net investment in Japan.~~

~~The~~ability to pay dividends or repurchase Company ~~did not have any significant long-term debt issuances during fiscal 2017, but~~stock. Additionally, the Company received ~~some~~immaterial proceeds from ~~a number of small long-term~~ debt issuances by ~~several of its non-U.S. operations.~~

certain international markets.

Maturities and Extinguishments

The following table provides details of debt repayments during fiscal 2023:


(Amounts in millions)
Maturity Date	Principal Amount	Fixed vs. Floating	Interest Rate	Repayment
April 8, 2022	€850	Fixed	1.900%	$	927
July 15, 2022	¥70,000	Fixed	0.183%	512
December 15, 2022	$1,250	Fixed	2.350%	1,250
Total repayment of matured debt				2,689

The following table provides details of debt repayments during fiscal ~~2018:~~2022:


(Amounts in millions)
Maturity Date	Principal Amount	Fixed vs. Floating	Interest Rate	Repayment
April 15, 2021	$510	Fixed	4.250%	$	510
June 23, 2021	$750	Floating	Floating	750
June 23, 2021	$1,750	Fixed	3.125%	1,750
Total repayment of matured debt				3,010

June 26, 2023	$2,750	Fixed	3.400%	470
October 15, 2023	$152	Fixed	6.750%	2
July 8, 2024	$1,500	Fixed	2.850%	510
December 15, 2024	$1,000	Fixed	2.650%	370
June 26, 2025	$1,500	Fixed	3.550%	625
July 8, 2026	$1,250	Fixed	3.050%	451
April 5, 2027	$483	Fixed	5.875%	110
June 26, 2028	$2,750	Fixed	3.700%	1,271
July 8, 2029	$1,250	Fixed	3.250%	517
September 24, 2029	$500	Fixed	2.375%	181
February 15, 2030	$588	Fixed	7.550%	119
September 1, 2035	$1,968	Fixed	5.250%	635
August 15, 2037	$1,300	Fixed	6.500%	262
April 15, 2038	$919	Fixed	6.200%	116
June 28, 2038	$1,500	Fixed	3.950%	925
April 1, 2040	$751	Fixed	5.625%	142
July 8, 2040	$378	Fixed	4.875%	101
October 25, 2040	$519	Fixed	5.000%	125
April 15, 2041	$918	Fixed	5.625%	305
April 11, 2043	$709	Fixed	4.000%	296
October 2, 2043	$269	Fixed	4.750%	38
April 22, 2044	$502	Fixed	4.300%	172
December 15, 2047	$1,000	Fixed	3.625%	566
June 29, 2048	$3,000	Fixed	4.050%	1,317
September 24, 2049	$1,000	Fixed	2.950%	371
Total repayment of extinguished debt(1)				10,000
Total				13,010

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

December 15, 2018 1,000 USD Fixed 1.950% 276
February 1, 2019 500 USD Fixed 4.125% 136
July 8, 2020 1,500 USD Fixed 3.625% 661
October 25, 2020 1,750 USD Fixed 3.250% 553
April 15, 2021 1,000 USD Fixed 4.250% 491
October 16, 2023 250 USD Fixed 6.750% 98
April 5, 2027 750 USD Fixed 5.875% 267
February 15, 2030 500 USD Fixed 7.550% 412
September 4, 2035 2,500 USD Fixed 5.250% 532
September 28, 2035 1,000 GBP Fixed 5.250% 260
August 17, 2037 3,000 USD Fixed 6.500% 1,700
April 15, 2038 2,000 USD Fixed 6.200% 1,081
January 19, 2039 1,000 GBP Fixed 4.875% 851
April 2, 2040 1,250 USD Fixed 5.625% 499
July 9, 2040 750 USD Fixed 4.875% 372
October 25, 2040 1,250 USD Fixed 5.000% 731
April 15, 2041 2,000 USD Fixed 5.625% 1,082
April 11, 2043 1,000 USD Fixed 4.000% 291
October 2, 2043 750 USD Fixed 4.750% 481
April 22, 2044 1,000 USD Fixed 4.300% 498
Total repayment of extinguished debt 11,272
Total $ 12,772

(1) Represents portion of the outstanding principal amount which was repaid during fiscal ~~2018.~~2022. Individual repayment amounts may not sum due to rounding.

~~In connection with extinguishing debt, the~~The Company ~~paid premiums of approximately $3.1~~recorded a $2.4 billion ~~during fiscal 2018, resulting in a~~ loss on extinguishment of debt during fiscal 2022, which included payment of ~~approximately $3.1 billion.~~$2.3 billion in early extinguishment premiums.

~~During fiscal 2017,~~

Note 7. Leases

The Company leases certain retail locations, distribution and fulfillment centers, warehouses, office spaces, land and equipment throughout the ~~following long-term debt matured~~U.S. and ~~was repaid:~~internationally. The Company's lease costs recognized in the Consolidated Statement of Income consist of the following:


	Fiscal years ended January 31,
(Amounts in millions)	2023		2022		2021
Operating lease cost	$	2,306	$	2,274	$	2,626
Finance lease cost:
Amortization of right-of-use assets	596		565		583
Interest on lease obligations	256		232		298
Variable lease cost	899		823		777

(Amounts in millions)
Maturity Date Principal Amount Fixed vs. Floating Interest Rate Repayment
April 11, 2016 1,000 USD Fixed 0.600% $ 1,000
April 15, 2016 1,000 USD Fixed 2.800% 1,000
$ 2,000

~~During fiscal 2018 and 2017, the Company also repaid other, smaller long-term debt as it matured in several of its non-U.S. operations.~~

Other lease information is as follows:


	Fiscal years ended January 31,
(Amounts in millions)	2023		2022	2021
Cash paid for amounts included in measurement of lease obligations:
Operating cash flows from operating leases	$	2,280	2,234	2,629
Operating cash flows from finance leases	248		225	286
Financing cash flows from finance leases	563		538	546
Assets obtained in exchange for operating lease obligations	1,714		1,816	2,131
Assets obtained in exchange for finance lease obligations	1,226		1,044	1,547


	As of January 31,
	2023	2022
Weighted-average remaining lease term - operating leases	12.0 years	12.2 years
Weighted-average remaining lease term - finance leases	13.3 years	13.4 years
Weighted-average discount rate - operating leases	6.0%	5.9%
Weighted-average discount rate - finance leases	6.5%	6.5%

The aggregate annual lease obligations at January 31, 2023, are as follows:


(Amounts in millions)
Fiscal Year	Operating Leases		Finance Leases
2024	$	2,166	$	834
2025	2,077		774
2026	1,917		712
2027	1,735		638
2028	1,556		545
Thereafter	11,018		5,438
Total undiscounted lease obligations	20,469		8,941
Less imputed interest	(6,168)		(3,531)
Net lease obligations	$	14,301	$	5,410

Note 7.8. Fair Value Measurements

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

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

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

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

~~Recurring Fair Value Measurements~~As described in Note 1, the Company measures the fair value of certain equity investments, including certain equity method investments, on a recurring basis in the accompanying Consolidated Balance Sheets. The fair values of the Company's equity investments measured on a recurring basis are as follows:


(Amounts in millions)	Fair Value as of January 31, 2023		Fair Value as of January 31, 2022
Equity investments measured using Level 1 inputs	$	5,099	$	6,069
Equity investments measured using Level 2 inputs	5,570		5,819
Total	$	10,669	$	11,888

Derivatives

The Company ~~holds derivative instruments that are required to be measured~~also has derivatives recorded at fair ~~value on a recurring basis. The~~value. Derivative fair values are the estimated amounts the Company would receive or pay upon termination of the related derivative agreements as of the reporting dates. The fair values have been measured using the income approach and Level 2 inputs, which include the relevant interest rate and foreign currency forward curves. As of January 31, ~~2018~~2023 and ~~2017,~~January 31, 2022, the notional amounts and fair values of these derivatives were as follows:


	January 31, 2023					January 31, 2022
(Amounts in millions)	Notional Amount		Fair Value			Notional Amount		Fair Value
Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges	$	8,021	$	(689)	(1)	$	8,021	$	(47)	(1)

Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges	5,900		(1,423)		(1)	7,855		(1,048)		(1)
Total	$	13,921	$	(2,112)		$	15,876	$	(1,095)

January 31, 2018 January 31, 2017
(Amounts in millions) Notional Amount Fair Value Notional Amount Fair Value
Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges $ 4,000
$ (91 ) $ 5,000
$ (4 )
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as net investment hedges 2,250
208
2,250
471
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges 4,523
205
3,957
(618 )
Total $ 10,773
$ 322
$ 11,207
$ (151 )

~~Additionally,~~(1)Primarily classified in deferred income taxes and other in the Company's available-for-sale securities are measured at fair value on a recurring basis using Level 1 inputs. Changes in fair value are recorded in accumulated other comprehensive loss. The cost basis and fair value of the Company's available-for-sale securities as of January 31, 2018 and 2017, are as follows:

January 31, 2018 January 31, 2017
(Amounts in millions) Cost Basis Fair Value Cost Basis Fair Value
Available-for-sale securities $ 1,901
$ 3,547
$ 1,901
$ 2,046
Consolidated Balance Sheets.

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company's assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. ~~Fiscal 2018~~

Upon completing the sales of the Company's operations in the U.K. in February 2021 and Japan in March 2021, the Company recorded incremental non-recurring impairment charges of $0.4 billion in the first quarter of fiscal 2022 within other gains and losses in the Consolidated Statements of Income. Refer toNote 12. The Company did not have any material assets or liabilities resulting in nonrecurring fair value measurements as of January 31, 2023.

For the fiscal year ended January 31, 2021, the Company's operations in Argentina, Japan and the U.K. met the held for sale criteria in fiscal 2021, as further discussed in Note 12. As a result, the individual disposal groups were measured at fair value, less costs to sell, which is considered a Level 3 fair value measurement based on each transaction's expected consideration. The carrying value of the Argentina, Japan and U.K. disposal groups exceeded their fair value, less costs to sell, and as a result, the Company recognized non-recurring impairment charges. The aggregate pre-tax loss of $8.3 billion associated with the divestiture of these operations in the Walmart International segment was recorded in other gains and losses in the Consolidated Statements of Income for the year ended January 31, 2021, and included these impairment charges as well as a $2.3 billion charge related to the Asda pension plan. These impairment charges included the anticipated release of non-cash cumulative foreign currency translation losses associated with the disposal groups. Other impairment charges for assets measured at fair value on a nonrecurring basis during fiscal 2021 were ~~$1.4 billion and 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. These impairment charges were classified in operating, selling, general and administrative expenses in the Company's Consolidated Statement of Income. The fair value was determined based on comparable market values of similar properties or on a rental income approach, using Level 2 inputs. Impairment charges not related to restructuring or decisions to exit properties for fiscal 2018 were not material. Additionally, total impairment charges for fiscal 2017 were not material.immaterial.

Other Fair Value Disclosures

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

The Company's long-term debt is also recorded at cost. The fair value is estimated using Level 2 inputs based on the Company's current incremental borrowing rate for similar types of borrowing arrangements. The carrying value and fair value of the Company's long-term debt as of January 31, ~~2018~~2023 and ~~2017,~~2022, are as follows:


	January 31, 2023				January 31, 2022
(Amounts in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including amounts due within one year	$	38,840	$	38,169	$	37,667	$	42,381

January 31, 2018 January 31, 2017
(Amounts in millions) Carrying Value Fair Value Carrying Value Fair Value
Long-term debt, including amounts due within one year $ 33,783
$ 38,766
$ 38,271
$ 44,602

~~Note 8. Derivative Financial Instruments~~

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

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

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

~~Fair Value Instruments~~

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

~~Net Investment Instruments~~

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

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

~~hedge of its net investment in the United Kingdom. These nonderivative net investment hedges will mature on dates ranging from July 2020 to January 2039.~~

~~Cash Flow Instruments~~

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

~~Financial Statement Presentation~~

Although subject to master netting arrangements, the Company does not offset derivative assets and derivative liabilities in its Consolidated Balance Sheets. Derivative instruments with an unrealized gain are recorded in the Company's Consolidated Balance Sheets as either current or non-current assets, based on maturity date, and those hedging instruments with an unrealized loss are recorded as either current or non-current liabilities, based on maturity date. Refer to ~~Note 7~~ ~~for the net presentation of the Company's derivative instruments.~~

The Company's derivative instruments, as well as its nonderivative debt instruments designated and qualifying as net investment hedges, were classified as follows as of January 31, 2018 and 2017 in the Company's Consolidated Balance Sheets:

January 31, 2018 January 31, 2017
(Amounts in millions) Fair Value
Instruments Net Investment
Instruments Cash Flow
Instruments Fair Value
Instruments
Net Investment
Instruments
Cash Flow
Instruments
Derivative instruments
Derivative assets:
Other assets and deferred charges $ —
$ 208
$ 300
$ 8
$ 471
$ —

Derivative liabilities:
Deferred income taxes and other 91
—
95
12
—
618

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

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

Note 9. ~~Taxes~~

~~Income Before Income~~ Taxes

The components of income before income taxes are as follows:


	Fiscal Years Ended January 31,
(Amounts in millions)	2023		2022		2021
U.S.	$	15,089	$	15,536	$	18,068
Non-U.S.	1,927		3,160		2,496
Total income before income taxes	$	17,016	$	18,696	$	20,564

Fiscal Years Ended January 31,
(Amounts in millions) 2018 2017 2016
U.S. $ 10,722
$ 15,680
$ 16,685
Non-U.S. 4,401
4,817
4,953
Total income before income taxes $ 15,123
$ 20,497
$ 21,638

A summary of the provision for income taxes is as follows:

Fiscal Years Ended January 31,
(Amounts in millions) 2018 2017 2016
Current:
U.S. federal $ 2,998
$ 3,454
$ 5,562
U.S. state and local 405
495
622
International 1,377
1,510
1,400
Total current tax provision 4,780
5,459
7,584
Deferred:
U.S. federal (22 ) 1,054
(704 )
U.S. state and local (12 ) 51
(106 )
International (146 ) (360 ) (216 )
Total deferred tax expense (benefit) (180 ) 745
(1,026 )
Total provision for income taxes $ 4,600
$ 6,204
$ 6,558

On December 22, 2017, the Tax Act was enacted and contains significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes focused on foreign-sourced earnings and related-party payments, including the creation of the base erosion anti-abuse tax and a new tax on global intangible low-taxed income ("GILTI"). By operation of law, the Company will apply a blended U.S. statutory federal income tax rate of 33.8% for fiscal 2018. 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 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 its 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 the U.S. Treasury Department, the IRS, and other standard-setting bodies, the Company may make adjustments to the provisional amounts during fiscal 2019. Those adjustments may materially impact the Company's 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 will be completed by the measurement period provided in SAB 118.

Provisional amounts for the following income tax effects of the Tax Act have been recorded as of January 31, 2018, and are subject to change during fiscal 2019. The net tax benefit recognized in fiscal 2018 related to the Tax Act was $0.2 billion. As the Company completes its analysis of the Tax Act and incorporates additional guidance that may be issued by the U.S. Treasury Department, the IRS or other standard-setting bodies, the Company may identify additional effects not reflected as of January 31, 2018.

~~One-time Transition Tax~~

The Tax Act requires the Company to pay U.S. income taxes on accumulated foreign subsidiary earnings not previously subject to U.S. income tax at a rate of 15.5% to the extent of foreign cash and certain other net current assets, as defined by the Tax Act, and 8.0% on the remaining earnings. The Company recorded a provisional amount of $1.9 billion of additional income tax expense for its one-time transitional tax liability. The Company recorded a provisional amount based on estimates as it completes its analysis of the application of the effects of the Tax Act as well as finalize its calculations surrounding the components of its foreign subsidiaries subject to the transition tax including the potential of any correlative adjustments.

~~Deferred Tax Effects~~

The Tax Act reduces the U.S. statutory tax rate from 35% to 21% for years after 2017. Accordingly, the Company re-measured its deferred taxes as of January 31, 2018, to reflect the reduced rate that will apply in future periods when these deferred taxes

are settled or realized. The Company recognized a deferred tax benefit of $2.1 billion to reflect the reduced U.S. tax rate and other effects of the Tax Act. The benefit associated with the remeasurement of the deferred taxes is provisional as of January 31, 2018, as the Company continues gathering the necessary information to complete the calculations. The Company has no provisional adjustment with respect to the GILTI provision of the Tax Act as the Company is not able to make reasonable estimates of its related effects at this time. The Company has not yet elected an accounting policy to determine whether it will recognize GILTI as a period cost when incurred or to recognize deferred taxes for basis differences expected to reverse.


	Fiscal Years Ended January 31,
(Amounts in millions)	2023		2022		2021
Current:
U.S. federal	$	2,030	$	3,313	$	2,991
U.S. state and local	610		649		742
International	2,654		1,553		1,127
Total current tax provision	5,294		5,515		4,860
Deferred:
U.S. federal	608		(671)		2,316
U.S. state and local	119		41		23
International	(297)		(129)		(341)
Total deferred tax expense (benefit)	430		(759)		1,998
Total provision for income taxes	$	5,724	$	4,756	$	6,858

Effective Income Tax Rate Reconciliation

The Company's effective income tax rate is typically lower than the U.S. statutory tax rate primarily because of benefits from lower-taxed global operations, including the use of global funding structures and certain U.S. tax credits as further discussed in the "Cash and Cash Equivalents" section of the Company's significant accounting policies in ~~Note 1. The Company's non-U.S. income is generally subject to local country tax rates that are below the U.S. statutory tax rate. Certain non-U.S. earnings have been indefinitely reinvested outside the U.S.~~ A reconciliation of the significant differences between the U.S. statutory tax rate and the effective income tax rate on ~~pretax~~pre-tax income from continuing operations is as follows:


	Fiscal Years Ended January 31,
	2023		2022		2021
U.S. statutory tax rate	21.0	%	21.0	%	21.0	%
U.S. state income taxes, net of federal income tax benefit	3.1	%	2.8	%	2.9	%
Income taxed outside the U.S.	1.1	%	(1.5)	%	(0.1)	%
Separation, disposal and wind-down of certain business operations	6.3	%	0.5	%	7.1	%
Valuation allowance	1.7	%	4.4	%	2.3	%
Net impact of repatriated international earnings	(0.4)	%	(0.3)	%	(0.4)	%
Federal tax credits	(1.3)	%	(1.1)	%	(0.9)	%

Change in unrecognized tax benefits	0.3	%	0.2	%	0.8	%
Other, net	1.8	%	(0.6)	%	0.6	%
Effective income tax rate	33.6	%	25.4	%	33.3	%

Fiscal Years Ended January 31,
2018 2017 2016
U.S. statutory tax rate 33.8 % 35.0 % 35.0 %
U.S. state income taxes, net of federal income tax benefit 1.8 % 1.7 % 1.8 %
Impact of the Tax Act:
One-time transition tax 12.3 % — % — %
Deferred tax effects (14.1 )% — % — %
Income taxed outside the U.S. (4.1 )% (4.5 )% (4.0 )%
Net impact of repatriated international earnings (0.1 )% (1.0 )% 0.1 %
Other, net 0.8 % (0.9 )% (2.6 )%
Effective income tax rate 30.4 % 30.3 % 30.3 %
The following sections regarding deferred taxes, unremitted earnings, net operating losses, tax credit carryforwards, valuation allowances and uncertain tax positions exclude amounts related to operations classified as held for sale.

Deferred Taxes

The Company recorded a provisional adjustment to its U.S. deferred income taxes as of January 31, 2018 to reflect the reduction in the U.S. statutory tax rate from 35% to 21% resulting from the Tax Act. The significant components of the Company's deferred tax account balances are as follows:


	January 31,
(Amounts in millions)	2023		2022
Deferred tax assets:
Loss and tax credit carryforwards	$	7,690	$	9,456
Accrued liabilities	3,312		2,752
Share-based compensation	237		231
Lease obligations	4,653		4,320
Other	839		893
Total deferred tax assets	16,731		17,652
Valuation allowances	(7,815)		(9,542)
Deferred tax assets, net of valuation allowances	8,916		8,110
Deferred tax liabilities:
Property and equipment	4,352		4,414
Acquired intangibles	932		1,065
Inventory	3,032		1,588
Lease right of use assets	4,727		4,355
Mark-to-market investments	1,390		1,825
Other	249		307
Total deferred tax liabilities	14,682		13,554
Net deferred tax liabilities	$	5,766	$	5,444

January 31,
(Amounts in millions) 2018 2017
Deferred tax assets:
Loss and tax credit carryforwards $ 1,989
$ 3,633
Accrued liabilities 2,482
3,437
Share-based compensation 217
309
Other 1,251
1,474
Total deferred tax assets 5,939
8,853
Valuation allowances (1,843 ) (1,494 )
Deferred tax assets, net of valuation allowance 4,096
7,359
Deferred tax liabilities:
Property and equipment 3,954
6,435
Inventories 1,153
1,808
Other 941
1,884
Total deferred tax liabilities 6,048
10,127
Net deferred tax liabilities $ 1,952
$ 2,768

The deferred taxes noted above are classified as follows in the Company's Consolidated Balance Sheets:


	January 31,					January 31,
(Amounts in millions)	2018		2017		(Amounts in millions)	2023		2022
Balance Sheet classification					Balance Sheet classification
Assets:					Assets:
Other assets and deferred charges	$	1,879	$	1,565

Other long-term assets					Other long-term assets	$	1,503	$	1,473
Liabilities:					Liabilities:
Deferred income taxes and other	3,831		4,333		Deferred income taxes and other	7,269		6,917

Net deferred tax liabilities	$	1,952	$	2,768	Net deferred tax liabilities	$	5,766	$	5,444

Unremitted Earnings

~~The Company has previously asserted all~~Prior to the Tax Cuts and Jobs Act of ~~its unremitted earnings offshore were permanently reinvested. Accordingly,~~2017 (the "Tax Act"), the Company did not record any deferred taxes related to any outside basis differences associated with its foreign subsidiaries. As part of the tax reform enacted on December 22, 2017, the Company is currently assessing the impact of the new legislation, which can in turn, impact its assertion regarding any potential future repatriation. After consideration of the provisional transition tax calculation and deemed repatriation of the previouslyasserted that all unremitted earnings ~~the Company is estimating, on a provisional basis, its outside tax basis exceeds the outside book basis~~ of its foreign subsidiaries ~~by approximately $10.0 billion. Once~~were considered indefinitely reinvested. As a result of the ~~calculations are completed regarding the transition tax, taking into account the timeline provided in SAB 118,~~Tax Act, the Company reported and paid U.S. tax on the majority of its previously unremitted foreign earnings, and repatriations of foreign earnings will ~~provide updated disclosures regarding any potential changes~~generally be free of U.S. federal tax, but may incur other taxes such as withholding or state taxes. As of January 31, 2023, the Company has not recorded approximately $3 billion of deferred tax liabilities associated with remaining unremitted foreign earnings considered indefinitely reinvested, for ~~its previous assertions.~~which U.S. and foreign income and withholding taxes would be due upon repatriation.

Net Operating Losses, Tax Credit Carryforwards and Valuation Allowances

AtAs of January 31, ~~2018,~~2023, the ~~Company had~~Company's net operating loss and capital loss carryforwards ~~totaling~~totaled approximately ~~$6.7~~$32.3 billion. Of these carryforwards, approximately ~~$3.6~~$19.6 billion will expire, if not utilized, in various years through ~~2038.~~2043. The remaining carryforwards have no expiration. ~~At January 31, 2018, the Company's provisional transition tax calculation fully utilized all foreign tax credit carryforwards.~~

The ~~recoverability~~realizability of these future tax deductions and credits is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is generally established. To the extent that a valuation allowance ~~has been~~was established and it is subsequently determined that it is more likely than not that the deferred tax assets will be recovered, the change in the valuation allowance ~~will be released.~~is recognized in the Consolidated Statements of Income.

The Company had valuation allowances of approximately ~~$1.8~~$7.8 billion and ~~$1.5~~$9.5 billion as of January 31, ~~2018~~2023 and ~~2017,~~2022, respectively, on deferred tax assets associated primarily with the net operating loss ~~carryforwards for which management has determined it is more likely than not that the deferred tax asset will not be realized. Net activity~~carryforwards. Activity in the valuation allowance during fiscal ~~2018~~2023 related to valuation allowance builds in multiple markets, as well as releases ~~arising from~~due to the ~~use~~expiration of unrealized deferred tax assets, changes in judgment regarding the future realization of deferred tax assets, increases from certain net operating losses and deductible temporary differences arising in fiscal 2018, decreases due to operating loss expirations and fluctuations in currency exchange rates. Management believes that it is more likely than not that the remaining deferred tax assets will be fully realized.assets.

Uncertain Tax Positions

The benefits of uncertain tax positions are recorded in the Company's Consolidated Financial Statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities.

As of January 31, ~~2018~~2023 and ~~2017,~~2022, the amount of gross unrecognized tax benefits related to continuing operations was ~~$1.0~~$3.3 billion and ~~$1.1~~$3.2 billion, respectively. The amount of unrecognized tax benefits that would affect the Company's effective income tax rate was ~~$690 million~~$1.5 billion and ~~$703 million~~$1.8 billion as of January 31, ~~2018~~2023 and ~~2017,~~2022, respectively.

A reconciliation of gross unrecognized tax benefits from continuing operations is as follows:


	Fiscal Years Ended January 31,										Fiscal Years Ended January 31,
(Amounts in millions)	2018			2017			2016			(Amounts in millions)	2023		2022		2021
Unrecognized tax benefits, beginning of year	$	1,050		$	607		$	838
Gross unrecognized tax benefits, beginning of year										Gross unrecognized tax benefits, beginning of year	$	3,245	$	3,135	$	1,817
Increases related to prior year tax positions	130			388			164			Increases related to prior year tax positions	79		170		92
Decreases related to prior year tax positions	(254		)	(32		)	(446		)	Decreases related to prior year tax positions	(248)		(97)		(264)
Increases related to current year tax positions	122			145			119			Increases related to current year tax positions	357		75		1,582
Settlements during the period	(23		)	(46		)	(25		)	Settlements during the period	(89)		(5)		(64)
Lapse in statutes of limitations	(15		)	(12		)	(43		)	Lapse in statutes of limitations	(37)		(33)		(28)
Unrecognized tax benefits, end of year	$	1,010		$	1,050		$	607
Gross unrecognized tax benefits, end of year										Gross unrecognized tax benefits, end of year	$	3,307	$	3,245	$	3,135

The Company classifies interest and penalties related to uncertain tax benefits as interest expense and as operating, selling, general and administrative expenses, respectively. ~~During fiscal 2018, 2017~~Interest expense and 2016, the Company recognized interest expense related to uncertain tax positions of $32 million, $35 million and $5 million, respectively. As of January 31, 2018 and 2017, accrued interest related to uncertain tax positions of $96 million and $72 million, respectively, was recorded in the Company's Consolidated Balance Sheets. As of January 31, 2018, accrued penalties related to ~~uncertain tax~~these positions ~~of $12 million~~ were ~~recorded in the Company's Consolidated Balance Sheets. As of January 31, 2017, there were no accrued penalties related to uncertain tax positions recorded in the Company's Consolidated Balance Sheets.~~

immaterial for fiscal 2023, 2022 and 2021. During the next twelve months, it is reasonably possible that tax audit resolutions could reduce unrecognized tax benefits by ~~between $50 million and $400 million,~~an immaterial amount, either because the tax positions are sustained on audit or because the Company agrees to their disallowance. The Company is focused on resolving tax audits as expeditiously as possible. As a result of these efforts, unrecognized tax benefits could potentially be reduced beyond the provided range during the next twelve months. The Company does not expect any change to have a material impact to its Consolidated Financial Statements.

The Company remains subject to income tax examinations for its U.S. federal income taxes generally for fiscal ~~2013~~2018 through ~~2018.~~2022. The Company also remains subject to income tax examinations for international income taxes for fiscal ~~2011~~2013 through ~~2018,~~2022, and for U.S. state and local income taxes generally for the fiscal years ended ~~2013~~2015 through ~~2018.~~2022. With few exceptions, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before fiscal 2013.

Other Taxes

The Company is subject to tax examinations for value added, sales-based, payroll and other non-income taxes. A number of these examinations are ongoing in various jurisdictions. In certain cases, the Company has received assessments and judgments from the respective taxing authorities in connection with these examinations. Unless otherwise indicated, the possible losses or range of possible losses associated with these matters are individually immaterial, but a group of related matters, if decided adversely to the Company, could result in a liability material to the Company's Consolidated Financial Statements.

In particular, Brazil federal, state and local laws are complex and subject to varying interpretations, and the Company's subsidiaries in Brazil are party to a large number of non-income tax assessments. One of these interpretations common to the retail industry in Brazil relates to whether credits received from suppliers should be treated as a reduction of cost for purposes of calculating certain indirect taxes. The Company believes credits received from suppliers are reductions in cost and that it has substantial legal defenses in this matter and intends to defend this matter vigorously. As such, the Company has not accrued for this matter, although the Company may be required to deposit funds in escrow or secure financial guarantees to continue the judicial process in defending this matter in Brazil.

Note 10. Contingencies

Legal Proceedings

The Company is involved in a number of legal ~~proceedings.~~proceedings and certain regulatory matters. The Company ~~has made accruals with respect to these matters, where appropriate, which are reflected in the Company's Consolidated Financial Statements. For some matters,~~records a liability for those legal proceedings and regulatory matters when it determines it is ~~not~~ probable orthat a loss has been incurred and the amount ~~cannot~~of the loss can be reasonably ~~estimated and therefore an accrual has not been made. However, where a liability~~estimated. The Company also discloses when it is reasonably possible ~~and~~that a material loss may be ~~material, such matters have been disclosed. The~~incurred. From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders.

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

~~ASDA Equal Value Claims~~Settlement Framework Regarding Multidistrict and State or Local Opioid Related Litigation

~~ASDA Stores, Ltd. ("ASDA"), a wholly-owned subsidiary of~~During fiscal 2023, the Company accrued a liability for approximately $3.3 billion for the Settlement Framework (described below) and other previously agreed upon state and tribal settlements. Because loss contingencies are inherently unpredictable and unfavorable developments or resolutions can occur, the assessment is highly subjective and requires judgments about future events. Moreover, the Settlement Framework will only take effect once a ~~defendant in over 10,000 "equal value" claims that are proceeding before an Employment Tribunal in Manchester (the "Employment Tribunal") in the United Kingdom ("UK") on behalf~~sufficient number of ~~current~~political subdivisions join, and ~~former ASDA store employees, and further claims~~there is no assurance regarding such participation. The amount of ultimate loss may ~~be asserted in the future.~~thus differ materially from this accrual. The ~~claimants allege that the work performed by female employees in ASDA's retail stores is~~Settlement Framework includes no admission of equal value in terms of, among other things, the demands of their jobs compared to that of male employees working in ASDA's warehouse and distribution facilities, and that the disparity in pay between these different job positions is not objectively justified. As a result, claimants are requesting differential back pay based on higher wage rates in the warehouse and distribution facilities and higher wage rates on a prospective basis.

On March 23, 2015, ASDA asked the Employment Tribunal to stay all proceedings and to "strike out" substantially all of the claims because the claimants had not adhered to the Tribunal's procedural rule for including multiple claimants on the same claim form. On July 23, 2015, the Employment Tribunal denied ASDA's requests. Following additional proceedings, on June 20, 2017, the Employment Appeal Tribunal ruled in favor of ASDA on the "strike out" issue and remitted the matter to the Employment Tribunal to determine whether the improperly filed claims should be struck out. On July 12, 2017, claimants sought permission from the Court of Appeals to appeal this ruling, which was granted on October 3, 2017. A hearing before the Court of Appeals is scheduled for October 23, 2018.

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

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

~~At present,~~ the Company ~~cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise from these proceedings. The Company believes~~continues to believe it has substantial factual and legal defenses to ~~these claims, and intends to defend the claims vigorously.~~opioids-related litigation.

~~National Prescription Opiate Litigation~~

In December 2017, the United States Judicial Panel on Multidistrict Litigation ~~ordered~~ 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,~~payers, asserting claims generally concerning the impacts of widespread opioid abuse. The consolidated multidistrict litigation is entitled In re National Prescription Opiate Litigation (MDL No. 2804), (the "MDL") and is pending in the U.S. District Court for the Northern District of Ohio. The Company is named as a defendant in some of the cases included in ~~this multidistrict litigation, 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.~~ MDL.

Similar cases that name the Company also have been filed in state courts by ~~various counties~~state, local, and ~~municipalities;~~tribal governments, healthcare providers, and other plaintiffs. Plaintiffs in these state court cases and in the MDL are seeking compensatory and punitive damages, as well as injunctive relief including abatement. The Company has also been responding to subpoenas, information requests, and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids.

On November 15, 2022, the Company announced it had agreed to financial amounts and payment terms to resolve substantially all opioids-related lawsuits filed against the Company by ~~health care providers;~~states, political subdivisions, and ~~by various~~ Native American ~~Tribes.~~tribes whether as part of the MDL (excluding, however, a single, two-county trial described further below) or pending state court, as well as all potential claims that could be made against the Company by states, political subdivisions, and Native American tribes for up to approximately $3.1 billion (the "Settlement Amount"). The Settlement Amount includes amounts for remediation of alleged harms as well as attorneys' fees and costs and also includes some, but not all, amounts from previously agreed recent settlements by the Company. One settlement framework with corresponding conditions and participation thresholds applies for the states and political subdivisions, and another settlement framework with corresponding conditions and participation thresholds applies for the Native American tribes. Both settlement frameworks are referred to collectively as the "Settlement Framework."

The Settlement Framework, among other applicable conditions, provides that payments to states and political subdivisions are contingent upon the number of states and political subdivisions, including those states and political subdivisions who have not yet sued the Company, that agree to participate in the Settlement Framework or otherwise have their claims foreclosed within a prescribed deadline. On December 20, 2022, the Company announced that it had settlement agreements with all 50 states, including four states that previously settled with the Company, as well as the District of Columbia, Puerto Rico, and three other

U.S. territories (the "Settling States"), thus satisfying the initial threshold of required participation by Settling States. The settlement with the Settling States is now contingent upon, among other applicable terms and conditions, a sufficient number of political subdivisions also agreeing to participate in the Settlement Framework.

If all conditions for the Settlement Framework, including, but not limited to, the minimum participation thresholds applicable for political subdivisions are satisfied within the prescribed deadlines, then the Company would expect to pay up to the full portion of the Settlement Amount attributable to the Settling States, beginning as early as the second quarter of fiscal 2024 and being completed during fiscal 2024. However, the Company cannot predict if, when, or to what extent the Settlement Framework will be finalized with any of the Settling States.

In the fourth quarter of fiscal 2023, the Company paid $0.4 billion for separate settlements with Cherokee Nation, New Mexico, and Florida. Following these payments, the remaining $2.9 billion liability for the Settlement Framework and other settlements is recorded in accrued liabilities within the Company's Consolidated Balance Sheet as of January 31, 2023.

The Settlement Framework also provides for payments to Native American tribes (excluding Cherokee Nation), contingent upon the number of tribes, including those tribes that have not yet sued the Company, that agreed to participate in the Settlement Framework or otherwise have their claims foreclosed within a prescribed deadline (the "Settling Tribes"). Pursuant to the terms of the Settlement Framework, on March 3, 2023, the Company paid approximately $0.1 billion to the Settling Tribes in satisfaction of their claims against the Company.

Other Opioid Related Litigation

The Company will continue to vigorously defend against any opioid-related litigation not covered or otherwise extinguished by the Settlement Framework, including, but not limited to, each of the matters described below; any other actions filed by healthcare providers, individuals, and third-party payers, as well as any action filed by a state, political subdivision, or Native American tribe that does not agree to the Settlement Framework. Accordingly, the Company has not accrued a liability for these opioid-related litigation matters nor can the Company reasonably estimate any loss or range of loss that may arise from these matters. The Company can provide no assurance as to the scope and outcome of any of these matters and no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Two-county Trial and MDL Bellwethers. The liability phase of a single, two-county trial in one of the MDL cases resulted in a jury verdict on November 23, 2021, finding in favor of the plaintiffs as to the liability of all defendants, including the Company. The abatement phase of the single, two-county trial resulted in a judgment on August 17, 2022, that ordered all three defendants, including the Company, to pay an aggregate amount of approximately $0.7 billion over fifteen years, on a joint and several liability basis, and granted the plaintiffs injunctive relief. On September 7, 2022, the Company filed an appeal with the Sixth Circuit Court of Appeals. The monetary aspect of the judgment is stayed pending appeal, and the injunctive aspect of the judgment went into effect on February 20, 2023.

The MDL has designated five additional single-county cases as bellwethers to proceed through discovery; however, these five counties ultimately may elect to participate in the Settlement Framework and receive a portion of the Settlement Amount rather than go to trial.

DOJ Opioid Civil Litigation. On December 22, 2020, the U.S. Department of Justice (the "DOJ") filed a civil complaint 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. The complaint alleges that this conduct resulted in violations of the Controlled Substances Act. The DOJ is seeking civil penalties and injunctive relief. The Company initially moved to dismiss the DOJ complaint on February 22, 2021. After that motion was fully briefed, the DOJ filed an amended complaint on October 7, 2022. On November 7, 2022, the Company filed a partial motion to dismiss the amended complaint. That motion remains pending.

Opioid Related Securities Class Actions and Derivative Litigation. 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. Those cases have been consolidated. On October 8, 2021, the defendants filed a motion to dismiss the consolidated securities action. After the parties had fully briefed the motion to dismiss, on September 9, 2022, the Court entered an order permitting the plaintiffs to file an amended complaint, which was filed on October 14, 2022 and which revised the applicable putative class of investors to those who acquired Walmart stock from March 31, 2017, through December 22, 2020. On November 16, 2022, the defendants filed a motion to dismiss the amended complaint. That motion remains pending.

Derivative actions were also filed by two of the Company's shareholders in the U.S. District Court for the District of Delaware on February 9, 2021 and April 16, 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 and also alleging violations of the federal securities laws and other breaches of duty by current directors and two current officers in connection with the Company's opioids disclosures. Those cases have been stayed pending developments in other opioids litigation matters. On September 27, 2021, three shareholders filed a derivative action in the Delaware Court of Chancery alleging that certain members of the

current Board and certain former officers breached their fiduciary duties in failing to adequately oversee the Company's prescription opioids business. The defendants moved to dismiss and/or to stay proceedings on December 21, 2021, and the plaintiffs responded by filing an amended complaint on February 22, 2022. On April 20, 2022, the defendants moved to dismiss and/or to stay proceedings with respect to the amended complaint. On September 26, 2022, the court held a hearing on that motion, and a ruling remains pending.

Other Legal Proceedings

Asda Equal Value Claims. Asda, formerly a subsidiary of the Company, was and still is a defendant in certain equal value claims that began in 2008 and are proceeding before an Employment Tribunal in Manchester in the United Kingdom on behalf of current and former Asda store employees, as well as additional claims in the High Court of the United Kingdom (the "Asda Equal Value Claims"). Further claims may be asserted in the future. Subsequent to the divestiture of Asda in February 2021, the Company continues to oversee the conduct of the defense of these claims. While potential liability for these claims remains with Asda, the Company has agreed to provide indemnification with respect to certain of these claims up to a contractually determined amount. The Company cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise ~~from such claims. The Company believes it has substantial factual and legal defenses~~related to these ~~claims, and intends to defend the claims vigorously.~~

~~FCPA Investigation and Related Matters~~

~~The Audit Committee (the "Audit Committee") of the Board of Directors of~~proceedings. Accordingly, the Company ~~has been conducting an internal investigation into, among other things, alleged violations of~~can provide no assurance as to the ~~U.S. Foreign Corrupt Practices Act ("FCPA")~~scope and ~~other alleged crimes or misconduct in connection with foreign subsidiaries, including Wal-Mart de México, S.A.B. de C.V. ("Walmex"), and~~

whether prior allegations of such violations and/or misconduct were appropriately handled by the Company. The Audit Committee and the Company have engaged outside counsel from a number of law firms and other advisors who are assisting in the on-going investigationoutcome of these matters.

Money Transfer Agent Services Matters. The Company has ~~also been conducting a voluntary global review~~responded to grand jury subpoenas issued by the United States Attorney's Office for the Middle District of its policies, practices and internal controls for anti-corruption compliance. The Company is engaged in strengthening its global anti-corruption compliance program through appropriate remedial anti-corruption measures. In November 2011, the Company voluntarily disclosed that investigative activity toPennsylvania on behalf of the U.S. Department of Justice (the "DOJ") seeking documents regarding the Company's consumer fraud prevention program and anti-money laundering compliance related to the ~~Securities~~Company's money transfer services, where Walmart is an agent. The most recent subpoena was issued in August 2020. The Company continues to cooperate with and ~~Exchange Commission (the "SEC"). Since~~provide information in response to requests from the implementation of the global review and the enhanced anti-corruption compliance program, the Audit Committee and the Company have identified or been made aware of additional allegations regarding potential violations of the FCPA. When such allegations have been reported or identified, the Audit Committee and the Company, together with their third party advisors, have conducted inquiries and when warranted based on those inquiries, opened investigations. Inquiries or investigations regarding allegations of potential FCPA violations were commenced in a number of foreign markets where the Company operates, including, but not limited to, Brazil, China and India.

~~As previously disclosed, the Company is under investigation by the DOJ and the SEC regarding possible violations of the FCPA.~~DOJ. The Company has ~~been cooperating~~also responded to civil investigative demands from the United States Federal Trade Commission (the "FTC") in connection with the ~~agencies~~FTC's investigation related to money transfers and ~~discussions have been ongoing~~the Company's anti-fraud program in its capacity as an agent. On June 28, 2022, the FTC filed a complaint against the Company in the U.S. District Court for the Northern District of Illinois alleging that Walmart violated the Federal Trade Commission Act and the Telemarketing Sales Rule regarding its money transfer agent services and is requesting non-monetary relief and civil penalties. On August 29, 2022, the ~~resolution of~~Company filed a motion to dismiss the complaint, on October 5, 2022, the FTC responded to the motion, and on October 28, 2022, the Company filed its reply. The court has entered an order staying discovery pending a decision on the Company's motion to dismiss. The Company intends to vigorously defend these matters. ~~These discussions have progressed to a point that~~However, the Company can ~~now reasonably estimate a probable loss and has recorded an aggregate accrual of $283 million with respect to these matters (the "Accrual"). As the discussions are continuing, there can be~~provide no assurance as to the ~~timing or the terms of the final resolution~~scope and outcome of these ~~matters.~~

~~A number~~matters and cannot reasonably estimate any loss or range of federal and local government agencies in Mexico have also initiated investigations of these matters. Walmex is cooperating with the Mexican governmental agencies conducting these investigations. Furthermore, lawsuits relating to the matters under investigation have been filed by several of the Company's shareholders against it, certain of its current directors, and certain of its former directors, certain of its former officers and certain of Walmex's former officers.

~~The Company could be exposed to a variety of negative consequences as a result of the matters noted above. There could be one or more enforcement actions in respect of the matters~~loss that ~~are the subject of some or all of the on-going government investigations, and such actions, if brought,~~ may result in judgments, settlements, fines, penalties, injunctions, cease and desist orders, debarment or other relief, criminal convictions and/or penalties and the shareholder lawsuits referenced above may result in judgments against the Company and its current and former directors and officers named in those proceedings. The Company expects that there will be on-going media and governmental interest, including additional news articles from media publications on these matters, which could impact the perception among certain audiences of the Company's role as a corporate citizen.

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

Fiscal Years Ended January 31,
(Amounts in millions) 2018 2017 2016
Ongoing inquiries and investigations $ 26
$ 80
$ 95
Global compliance program and organizational enhancements 14
19
31
Total $ 40
$ 99
$ 126

The Company does not presently believe that these matters, including the Accrual (and the payment of the Accrual at some point-in-time in the future), will have a material adverse effect on its business, although given the inherent uncertainties in such situations,arise. Accordingly, the Company can provide no assurance that ~~these matters~~its business, financial position, results of operations or cash flows will not be ~~material to its business in the future.~~materially adversely affected.

~~Note 11. Commitments~~

The Company has long-term leases for stores and equipment. Rentals (including amounts applicable to taxes, insurance, maintenance, other operating expenses and contingent rentals) under operating leases and other short-term rental arrangements were $2.9 billion, $2.6 billion and $2.5 billion in fiscal 2018, 2017 and 2016, respectively.

~~Aggregate minimum annual rentals at January 31, 2018, under non-cancelable leases are as follows:~~

(Amounts in millions)
Fiscal Year
Operating Leases⁽¹⁾
Capital Lease and Financing Obligations
2019 $ 1,933
$ 1,039
2020 1,718
987
2021 1,532
942
2022 1,381
843
2023 1,158
696
Thereafter 7,644
5,423
Total minimum rentals $ 15,366
$ 9,930
Less estimated executory costs 27
Net minimum lease payments 9,903
Noncash gain on future termination of financing obligation 1,111
Less imputed interest (3,567 )
Present value of minimum lease payments $ 7,447


~~(1)~~	~~Represents minimum contractual obligation for non-cancelable leases with initial or remaining terms greater than 12 months as of January 31, 2018.~~

Certain of the Company's leases provide for the payment of contingent rentals based on a percentage of sales. Such contingent rentals were not material for fiscal 2018, 2017 and 2016. Substantially all of the Company's store leases have renewal options, some of which may trigger an escalation in rentals.

Note ~~12.~~11. Retirement-Related Benefits

The Company offers a 401(k) plan for associates in the U.S. under which eligible associates can begin contributing to the plan immediately upon hire. The Company also offers a 401(k) type plan for associates in Puerto Rico under which associates can begin to contribute generally after one year of employment. Under these plans, after one year of employment, the Company matches 100% of participant contributions up to 6% of annual eligible earnings. The matching contributions immediately vest at 100% for each associate. Participants can contribute up to 50% of their ~~pretax~~pre-tax earnings, but not more than the statutory limits.

Associates in international countries who are not U.S. citizens are covered by various defined contribution post-employment benefit arrangements. These plans are administered based upon the legislative and tax requirements in the countries in which they are established.

The following table summarizes the contribution expense related to the Company's defined contribution plans for fiscal ~~2018, 2017~~2023, 2022 and ~~2016:~~2021:


	Fiscal Years Ended January 31,
(Amounts in millions)	2023		2022		2021
Defined contribution plans:
U.S.	$	1,491	$	1,441	$	1,290
International	74		39		200
Total contribution expense for defined contribution plans	$	1,565	$	1,480	$	1,490

Fiscal Years Ended January 31,
(Amounts in millions) 2018 2017 2016
Defined contribution plans:
U.S. $ 1,124
$ 1,064
$ 967
International 126
173
179
Total contribution expense for defined contribution plans $ 1,250
$ 1,237
$ 1,146

Additionally, the Company's ~~subsidiaries~~previously owned subsidiary in the United Kingdom ~~and Japan have~~ sponsored a defined benefit pension ~~plans. The plan~~plan. In fiscal 2020, Asda, Walmart and the Trustee of the Asda Group Pension Scheme (the "Plan") entered into an agreement pursuant to which Asda made a cash contribution of $1.0 billion to the Plan (the "Asda Pension Contribution") which enabled the Plan to purchase a bulk annuity insurance contract for the benefit of Plan participants, and released the Plan and Asda from any future obligations. In connection with the sale of Asda, all accumulated pension components of $2.3 billion were included in the ~~United Kingdom was overfunded by $97 million at January 31, 2018~~disposal group and ~~underfunded by $129 million at January 31, 2017. The plan~~the estimated pre-tax loss recognized during the fourth quarter of fiscal 2021 as discussed in ~~Japan was underfunded by $184 million~~Note 8 and $203 million at January 31, 2018 and 2017, respectively. Overfunded amounts are recorded as assets in the Company's Consolidated Balance Sheets in other assets and deferred charges. Underfunded amounts are recorded as liabilities in the Company's Consolidated Balance Sheets in deferred income taxes and other. Certain other international operations also have defined benefit arrangements that are not significant.

Note 12.



~~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~~31, 2023 (the "Proxy Statement")						Part III


					Page
Part I
Item 1			Business		6
Item 1A			Risk Factors		15
Item 1B			Unresolved Staff Comments		27
Item 2			Properties		28
Item 3			Legal Proceedings		31
Item 4			Mine Safety Disclosures		32

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			3133
Item 6			~~Selected Financial Data~~Reserved		3334
Item 7			Management's Discussion and Analysis of Financial Condition and Results of Operations		3435
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
Item 9C			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		81

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	206,000	105,000
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


~~(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).~~



	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%



ITEM 1.			BUSINESS



	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



	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



	Membership Type
	Plus	Club
Annual Membership Fee	$100	$45
Number of Add-on Memberships ($40 each)	Up to 16	Up to 8
Eligible for Cash Rewards	Yes	No
Eligible for Free Shipping	Yes	No



	Owned and Operated	Owned and Third Party Operated	Leased and Operated	Third Party Owned and Operated	Total
Walmart U.S. distribution facilities	103	2	23	29	157


~~(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	51


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.	2018	49

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	53

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.	2019	48

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.	2019	58

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	56

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.	2019	49

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	56

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	55
John David Rainey	Executive Vice President and Chief Financial Officer, effective June 2022. From September 2016 to June 2022, he served as Chief Financial Officer and Executive Vice President, Global Customer Operations for PayPal Holdings, Inc.	2022	52



	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



ITEM 7A.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


	Expected Maturity Date																						Expected Maturity Date
(Amounts in millions)	Fiscal 2019			Fiscal 2020			Fiscal 2021			Fiscal 2022			Fiscal 2023			Thereafter			Total			(Amounts in millions)	Fiscal 2024			Fiscal 2025			Fiscal 2026			Fiscal 2027			Fiscal 2028			Thereafter			Total
Liabilities																						Liabilities
Short-term borrowings:																						Short-term borrowings:
Variable rate	$	5,257		$	—		$	—		$	—		$	—		$	—		$	5,257		Variable rate	$	372		$	—		$	—		$	—		$	—		$	—		$	372
Weighted-average interest rate	1.5		%	—		%	—		%	—		%	—		%	—		%	1.5		%	Weighted-average interest rate	6.6		%	—		%	—		%	—		%	—		%	—		%	6.6		%
Long-term debt⁽¹⁾:																						Long-term debt(1):
Fixed rate	$	3,233		$	1,614		$	3,336		$	607		$	2,934		$	21,259		$	32,983		Fixed rate	$	4,191		$	3,516		$	2,604		$	2,737		$	1,817		$	23,975		$	38,840
Weighted-average interest rate	3.2		%	2.6		%	2.8		%	5.5		%	1.7		%	4.6		%	3.9		%	Weighted-average interest rate	3.2		%	2.9		%	3.8		%	2.0		%	3.5		%	4.3		%	3.8		%
Variable rate	$	500		$	300		$	—		$	—		$	—		$	—		$	800
Weighted-average interest rate	5.5		%	1.7		%	—		%	—		%	—		%	—		%	4.1		%

Interest rate derivatives																						Interest rate derivatives
Interest rate swaps:																						Interest rate swaps:
Fixed to variable	$	—		$	—		$	750		$	—		$	—		$	3,250		$	4,000		Fixed to variable	$	1,750		$	1,500		$	—		$	—		$	—		$	4,771		$	8,021
Weighted-average pay rate	—		%	—		%	3.2		%	—		%	—		%	2.5		%	2.6		%	Weighted-average pay rate	5.2		%	5.9		%	—		%	—		%	—		%	5.8		%	5.7		%
Weighted-average receive rate	—		%	—		%	3.3		%	—		%	—		%	2.9		%	3.0		%	Weighted-average receive rate	2.6		%	3.3		%	—		%	—		%	—		%	2.5		%	2.7		%


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



	Page
~~Management's Report to Our Shareholders~~		52
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	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, 2023, the Company is involved in a number of legal proceedings and regulatory matters. The Company records a liability for those legal proceedings and regulatory matters when management determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred. In assessing the probability of occurrence and whether an estimate of loss can be reasonably estimated for a particular legal proceeding, management exercises judgment on matters relevant to each proceeding, such as whether sufficient participation in settlement proceedings will occur, or whether it can predict the number of claims that may be filed. For example, management exercised judgment in accruing a liability for approximately $3.3 billion for the Settlement Framework and other previously agreed state and tribal settlements regarding opioid-related lawsuits. Auditing management's accounting for, and disclosure of, loss contingencies 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 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. 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 documents provided to the Company by certain outside legal counsel, read letters received directly by us from internal and outside legal counsel, and evaluated the current status of contingencies based on discussions with internal and outside legal counsel. As part of this assessment, we evaluated management's assumptions and calculations by, among other things, comparing those assumptions to key terms in the Settlement Framework and to payments made during the year. We also assessed the adequacy of the related disclosures.


												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, 2020																								Balances as of February 1, 2020	2,832	$	284	$	3,247	$	83,943	$	(12,805)	$	74,669	$	6,883	$	81,552
Consolidated net income	—		—			—			14,694			—			14,694			386			15,080			Consolidated net income	—	—		—		13,510		—		13,510		196		13,706
Other comprehensive income (loss), net of income taxes	—		—			—			—			(4,429		)	(4,429		)	(541		)	(4,970		)	Other comprehensive income (loss), net of income taxes	—	—		—		—		1,039		1,039		(213)		826
Cash dividends declared ($1.96 per share)	—		—			—			(6,294		)	—			(6,294		)	—			(6,294		)
Cash dividends declared ($2.16 per share)																								Cash dividends declared ($2.16 per share)	—	—		—		(6,116)		—		(6,116)		—		(6,116)
Purchase of Company stock	(65	)	(6		)	(102		)	(4,148		)	—			(4,256		)	—			(4,256		)	Purchase of Company stock	(20)	(2)		(97)		(2,559)		—		(2,658)		—		(2,658)
Cash dividend declared to noncontrolling interest	—		—			—			—			—			—			(691		)	(691		)	Cash dividend declared to noncontrolling interest	—	—		—		—		—		—		(365)		(365)
Sale of subsidiary stock																								Sale of subsidiary stock	—	—		29		—		—		29		111		140
Other	(1	)	—			(555		)	(8		)	—			(563		)	(632		)	(1,195		)	Other	9	—		467		(15)		—		452		(6)		446
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, 2021																								Balances as of January 31, 2021	2,821	282		3,646		88,763		(11,766)		80,925		6,606		87,531
Consolidated net income	—		—			—			13,643			—			13,643			650			14,293			Consolidated net income	—	—		—		13,673		—		13,673		267		13,940
Other comprehensive income (loss), net of income taxes	—		—			—			—			(2,635		)	(2,635		)	(210		)	(2,845		)	Other comprehensive income (loss), net of income taxes	—	—		—		—		3,000		3,000		(230)		2,770
Cash dividends declared ($2.00 per share)	—		—			—			(6,216		)	—			(6,216		)	—			(6,216		)
Cash dividends declared ($2.20 per share)																								Cash dividends declared ($2.20 per share)	—	—		—		(6,152)		—		(6,152)		—		(6,152)
Purchase of Company stock	(120	)	(12		)	(174		)	(8,090		)	—			(8,276		)	—			(8,276		)	Purchase of Company stock	(70)	(7)		(426)		(9,375)		—		(9,808)		—		(9,808)
Cash dividend declared to noncontrolling interest	—		—			—			—			—			—			(519		)	(519		)	Cash dividend declared to noncontrolling interest	—	—		—		—		—		—		(416)		(416)
Sale of subsidiary stock																								Sale of subsidiary stock	—	—		952		—		—		952		2,287		3,239
Other	6		—			740			(4		)	—			736			(249		)	487			Other	10	1		667		(5)		—		663		124		787
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, 2022																								Balances as of January 31, 2022	2,761	276		4,839		86,904		(8,766)		83,253		8,638		91,891
Consolidated net income	—		—			—			9,862			—			9,862			661			10,523			Consolidated net income	—	—		—		11,680		—		11,680		(388)		11,292
Other comprehensive income (loss), net of income taxes	—		—			—			—			4,051			4,051			169			4,220
Cash dividends declared ($2.04 per share)	—		—			—			(6,124		)	—			(6,124		)	—			(6,124		)
Other comprehensive loss, net of income taxes																								Other comprehensive loss, net of income taxes	—	—		—		—		(1,652)		(1,652)		(404)		(2,056)
Cash dividends declared ($2.24 per share)																								Cash dividends declared ($2.24 per share)	—	—		—		(6,114)		—		(6,114)		—		(6,114)
Purchase of Company stock	(103	)	(10		)	(219		)	(7,975		)	—			(8,204		)	—			(8,204		)	Purchase of Company stock	(74)	(7)		(533)		(9,326)		—		(9,866)		—		(9,866)
Cash dividend declared to noncontrolling interest	—		—			—			—			—			—			(687		)	(687		)	Cash dividend declared to noncontrolling interest	—	—		—		—		—		—		(449)		(449)
Purchase of noncontrolling interest																								Purchase of noncontrolling interest	—	—		(18)		—		(1,262)		(1,280)		(493)		(1,773)
Sale of subsidiary stock																								Sale of subsidiary stock	—	—		48		—		—		48		18		66
Other	7		—			496			(10		)	—			486			73			559			Other	6	—		633		(9)		—		624		139		763
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, 2023																								Balances as of January 31, 2023	2,693	269		4,969		83,135		(11,680)		76,693		7,061		83,754


									Estimated Useful Lives	As of January 31,
		As of January 31,
(Amounts in millions)	Estimated Useful Lives	2018			2017
(Dollars in millions)								(Dollars in millions)	(in Years)	2023		2022
Land	N/A	$	25,298		$	24,801		Land	N/A	$	19,317	$	19,204
Buildings and improvements	3-40 years	101,155			98,547			Buildings and improvements	3 - 40	104,554		100,376
Fixtures and equipment	1-30 years	52,695			48,998			Fixtures and equipment	2 - 30	65,235		60,282
Transportation equipment	3-15 years	2,387			2,845			Transportation equipment	3 - 15	2,462		2,263
Construction in progress	N/A	3,619			4,301			Construction in progress	N/A	10,802		7,199
Property and equipment		$	185,154		$	179,492		Property and equipment		202,370		189,324
Accumulated depreciation		(77,479		)	(71,782		)	Accumulated depreciation		(101,610)		(94,809)
Property and equipment, net		$	107,675		$	107,710		Property and equipment, net		$	100,760	$	94,515


(Amounts in millions)	Walmart U.S.		Walmart International		Sam's Club		Total
Balances as of February 1, 2021	$	2,696	$	25,966	$	321	$	28,983
Changes in currency translation and other	—		(415)		—		(415)
Acquisitions	245		201		—		446

Balances as of January 31, 2022	2,941		25,752		321		29,014
Changes in currency translation and other	—		(1,475)		—		(1,475)
Acquisitions	433		202		—		635
Balances as of January 31, 2023	$	3,374	$	24,479	$	321	$	28,174


~~(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, 2022	17,283	$	111.42	6,140	$	125.25
Granted	9,357	143.97		4,572	142.74
Adjustment for performance achievement(1)	—	—		638	132.00
Vested/exercised	(8,338)	111.69		(3,242)	120.18
Forfeited	(2,082)	127.36		(948)	128.68
Outstanding as of January 31, 2023	16,220	$	128.01	7,160	$	138.86