UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
___________________________________________
| | | | | |
| ☒ | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended January 31, 2021,2024, or
| | | | | |
| ☐ | Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number 001-06991.
___________________________________________
WALMART INC.
(Exact name of registrant as specified in its charter)
___________________________________________
| | | | | | | | | | | |
DEDelaware | | 71-0415188 |
(State or other jurisdiction of
incorporation or organization) | | (IRS Employer Identification No.) |
| | | |
| 702 S.W. 8th Street | | 72716 |
| Bentonville, | AR | |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (479) 273-4000
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.10 per share | | WMT | | NYSE |
1.900% Notes Due 2022 | | WMT22 | | NYSENew York Stock Exchange |
2.550% Notes Duedue 2026 | | WMT26 | | New York Stock Exchange |
| 1.050% Notes due 2026 | | NYSEWMT26A | | New York Stock Exchange |
| 1.500% Notes due 2028 | | WMT28C | | New York Stock Exchange |
| 4.875% Notes due 2029 | | WMT29B | | New York Stock Exchange |
| 5.750% Notes due 2030 | | WMT30B | | New York Stock Exchange |
| 1.800% Notes due 2031 | | WMT31A | | New York Stock Exchange |
| 5.625% Notes due 2034 | | WMT34 | | New York Stock Exchange |
| 5.250% Notes due 2035 | | WMT35A | | New York Stock Exchange |
| 4.875% Notes due 2039 | | WMT39 | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
___________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ý No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.
Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | |
| Large Accelerated Filer | | ☒ | | Accelerated Filer | | ☐ |
| Non-Accelerated Filer | | ☐ | | Smaller Reporting Company | | ☐ |
| | | | Emerging Growth Company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’smanagement's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of July 31, 2020,2023, the aggregate market value of the voting common stock of the registrant held by non-affiliates of the registrant, based on the closing sale price of those shares on the New York Stock Exchange reported on July 31, 2020,2023, was $182,886,052,366.$228,694,206,501. For the purposes of this disclosure only, the registrant has assumed that its directors, executive officers (as defined in Rule 3b-7 under the Exchange Act) and the beneficial owners of 5% or more of the registrant's outstanding common stock are the affiliates of the registrant.
The registrant had 2,817,071,6958,058,048,674 shares of common stock outstanding as of March 17, 2021.13, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
| | | | | | | | |
| Document | | Parts Into Which Incorporated |
Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held June 2, 20215, 2024 (the "Proxy Statement") | | Part III |
Walmart Inc.
Form 10-K
For the Fiscal Year Ended January 31, 20212024
Table of Contents
WALMART INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JANUARY 31, 20212024
All references in this Annual Report on Form 10-K, the information incorporated into this Annual Report on Form 10-K by reference to information in the Proxy Statement of Walmart Inc. for its Annual Shareholders' Meeting to be held on June 2, 20215, 2024 and in the exhibits to this Annual Report on Form 10-K to "Walmart Inc.," "Walmart," "the Company," "our Company," "we," "us" and "our" are to the Delaware corporation named "Walmart Inc." and, except where expressly noted otherwise or the context otherwise requires, that corporation's consolidated subsidiaries.
On February 23, 2024, the Company effected a 3-for-1 forward split of its common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split.
PART I
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K and other reports, statements and information that Walmart Inc. (which individually or together with its subsidiaries, as the context otherwise requires, is referred to as "we," "Walmart" or the "Company") has filed with or furnished to the Securities and Exchange Commission ("SEC") or may file with or furnish to the SEC in the future, and prior or future public announcements and presentations that we or our management have made or may make, include or may include, or incorporate or may incorporate by reference, statements that may be deemed to be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Act""Exchange Act"), that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Exchange Act as well as protections afforded by other federal securities laws.
Nature of Forward-Looking Statements
Such forward-looking statements are not statements of historical facts, but instead express our estimates or expectations for our consolidated, or one of our segment's, economic performance or results of operations for future periods or as of future dates or events or developments that may occur in the future or discuss our plans, objectives or goals. These forward-looking statements may relate to:
•macroeconomic, geopolitical, and business conditions, trends and events around the world and in the markets in which we operate, including inflation or deflation, generally, and in certain product categories, the impact of supply chain challenges, and recessionary pressures;
•the growth of our business or change in our competitive position in the future, or in or over particular periods;periods, both generally, and with respect to particular markets, segments or lines of business, including, but not limited to, advertising, fulfillment, healthcare and financial services;
•the amount, number, growth, increase, reduction or decrease in or over certain periods, of or in certain financial items or measures or operating measures, including our earnings per share, net sales, growth rates, comparable store and club sales, our Walmart U.S. operating segment's eCommerce sales, liabilities, expenses of certain categories, expense leverage, operating income, returns, capital and operating investments or expenditures of particular types and new store openings;and club openings, inventory levels and associated costs, product mix and demand for certain merchandise, consumer confidence, disposable income, credit availability, spending levels, shopping patterns and debt levels;
•our increasing investments in eCommerce, technology, automation, supply chain, new stores and clubs as well as remodels and other omni-channel customer initiatives, such as same day pickup and delivery;
•investments and capital expenditures we will make and how certain of those investments and capital expenditures are expected to be financed;
•our increasing investments in eCommerce, technology, supply chain, store remodelsworkforce strategy, including the availability of necessary personnel to staff our stores, clubs and other omni-channel customer initiatives, such as same day pickupfacilities and delivery;
•our workforce strategy;the potential impact of changes to the costs of labor;
•volatility in currency exchange rates affecting our consolidated, or one or more of our segments' results of operations;
•the Company continuing to provide returns to shareholders through share repurchases and dividends, the use of share repurchase authorization over a certain period or the source of funding of a certain portion of our share repurchases;
•our sources of liquidity, including our cash, continuing to be adequate or sufficient to fund our operations, finance our global investment and expansion activities, pay dividends and fund share repurchases;
•cash flows from operations, our current cash position and access to capital markets or credit will continue to be sufficient to meet our anticipated operating cash needs;
•the reclassification of amounts related to our derivatives;
•our effective tax rate for certain periods and the realization of certain net deferred tax assets and the effects of resolutions of tax-related matters;
•the adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and actions in the markets in which we operate and elsewhere and actions with respect to such policies, programs and initiatives (including, but not limited to, changes in the enforcement priorities of regulatory authorities);
•the effect of adverse decisions in, or settlement of, litigation or other proceedings or investigations to which we are subject;
•the effect on the Company'sour results of operations or financial position of the Company'sour adoption of certain new, or amendments to existing, accounting standards; or
•our commitments, intentions, plans or goals related to environmental, social, and governance ("ESG") priorities, including, but not limited to, the sustainability of our environment and supply chains, the promotion of economic opportunity or other societal initiatives.
Our forward-looking statements may also include statements of our strategies, plans and objectives for our operations, including areas of future focus in our operations, and the assumptions underlying any of the forward-looking statements we make. The forward-looking statements we make can typically be identified by the use therein of words and phrases such as "aim," "anticipate," "believe," "continue," "could be," "could increase," "could occur," "could result," "continue," "estimate," "expansion," "expect," "expectation," "expected to be," "focus," "forecast," "goal," "grow," "guidance," "intend," "invest," "is expected,"
"may "may continue," "may fluctuate," "may grow," "may impact," "may result," "objective," "plan," "priority," "project," "should," "strategy," "to be," "we'll," "we will," "will add," "will allow," "will be," "will benefit," "will change," "will come in at," "will continue," "will decrease," "will grow," "will have," "will impact," "will include," "will increase," "will open," "will remain," "will result," "will stay," "will strengthen," "would be," "would decrease" and "would increase," variations of such words or phrases, other phrases commencing with the word "will" or similar words and phrases denoting anticipated or expected occurrences or results.
The forward-looking statements that we make or that are made by others on our behalf are based on our knowledge of our business and our operating environment and assumptions that we believe to be or will believe to be reasonable when such forward-looking statements were or are made. As a consequence of the factors described above, the other risks, uncertainties and factors we disclose below and in the other reports as mentioned above, other risks not known to us at this time, changes in facts, assumptions not being realized or other circumstances, our actual results may differ materially from those discussed in or implied or contemplated by our forward-looking statements. Consequently, this cautionary statement qualifies all forward-looking statements we make or that are made on our behalf, including those made herein and incorporated by reference herein. We cannot assure you that the results or developments expected or anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business, our operations or our operating results in the manner or to the extent we expect. We caution readers not to place undue reliance on such forward-looking statements, which speak only as of their dates. We undertake no obligation to revise or update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.
General
Walmart Inc. ("Walmart," the "Company" or "we") helpsis a people-led, technology-powered omni-channel retailer dedicated to helping people around the world save money and live better – anytime and anywhere – by providing the opportunity to shop in both retail stores and through eCommerce.eCommerce, and to access our other service offerings. Through innovation, we strive to continuously improve a customer-centric experience that seamlessly integrates our eCommerce and retail stores in an omni-channel offering that saves time for our customers. Each week, we serve over 240approximately 255 million customers who visit approximately 11,400more than 10,500 stores and numerous eCommerce websites under 54 banners in 2619 countries.
Our strategy is to make every day easier for busy families, operate with discipline, sharpen our culture and become more digital, and make trust a competitive advantage. Making life easier for busy families includes our commitment to price leadership, which has been and will remain a cornerstone of our business, as well as increasing convenience to save our customers time. 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. Everyday low cost ("EDLC") is our commitment to control expenses so our cost savings can be passed along to our customers.
Our operations comprise three reportable segments: Walmart U.S., Walmart International and Sam's Club. Our fiscal year ends on January 31 for our United States ("U.S.") and Canadian operations. We consolidate all other operations generally using a one-month lag and on a calendar year basis. Our discussion is as of, and for the fiscal years ended, January 31, 20212024 ("fiscal 2021"2024"), January 31, 20202023 ("fiscal 2020"2023") and January 31, 20192022 ("fiscal 2019"2022"). During fiscal 2021,2024, we generated total revenues of $559.2$648.1 billion, which was comprised primarily comprised of net sales of $555.2$642.6 billion.
We maintain our principal offices in Bentonville, Arkansas. Our common stock trades on the New York Stock Exchange under the symbol "WMT."
The Development of Our Company
The businesses conducted by our founders began in 1945 when Sam M. Walton opened a franchise Ben Franklin variety store in Newport, Arkansas. In 1946, his brother, James L. Walton, opened a similar store in Versailles, Missouri. Until 1962, our founders' business was devoted entirely to the operation of variety stores, at which time we began to open discount stores. We completed our initial public offering in 1970. In 1983, we opened our first Sam's Club, and in 1988, we opened our first supercenter. In 1998, we opened our first Walmart Neighborhood Market. In 1991, we began our first international initiative when we entered into a joint venture in Mexico and, as of January 31, 2021,2024, our Walmart International segment conducted business in 2518 countries.
In 2000, we began our first eCommerce initiative by creating both walmart.com and samsclub.com. Since then, our eCommerce presence has continued to grow. In 2007, leveraging our physical stores, walmart.com launched its Site to StoreSite-to-Store service, enabling customers to make a purchase online and pick up merchandise in stores. To date, we now have approximately 7,300over 8,000 pickup and 5,200over 7,800 delivery locations globally. In recent years, we haveexpanded our eCommerce and digital presence through acquisitions with our majority stakes in Flipkart and PhonePe in India. We continue to heavily investedinvest in omni-channel and eCommerce innovation, as well as made several eCommerce acquisitions to better serve our customers. These investments have enabledwhich enables us to leverage technology, talent and expertise, incubate digitally-native brands, and expand our assortment and service offerings in stores and on walmart.com. We have also continued to enhance our eCommerce initiatives internationally, such as with our acquisition of a majority stake of Flipkart Private Limited ("Flipkart"), which is our ecosystem in India that includes eCommerce platforms of Flipkart and Myntra as well as PhonePe, a digital transaction platform.offerings.
In fiscal 2021, we launched Walmart+ in the U.S., a new membership offering with omni-channel shopping benefits that currently include unlimited free shipping on eligible items with no order minimum, unlimited delivery from store, fuel discounts, and mobile scan & go for a streamlined in-store shopping experience. We are enhancing our ecosystem with our omni-channel capabilities through a combination of stores, services, eCommerce siteswebsites and service offerings, as well as our supply chain, combined with our more than 2.3approximately 2.1 million associates as of January 31, 20212024, to better serve our customers. Together, we believe these elements produce a flywheel effect which creates customer relationships whereglobal retail ecosystem that we believe allows customers to view Walmart as their primary retail destination.
During fiscal 2021, In the world has been,U.S., our Walmart+ membership incorporates several service offerings which provide enhanced omni-channel shopping experiences and continues to be, impacted by the COVID-19 pandemic. Whilebenefits for members. As we have incurred incremental costs associated with operating during a global health crisis, the COVID-19 pandemic has also acceleratedexecute on our strategy globally, our business growthis expanding through offerings such as advertising, marketplace and eCommerce expansion. We have continued to invest infulfillment services, healthcare and financial services. These offerings represent mutually reinforcing pieces of our omni-channel offering which resonates withmodel centered on our customers around the world who are increasingly seeking convenience.
Information About Our Segments
We are engaged in global operations of retail, wholesale and other units, as well as eCommerce, located throughout the U.S., Africa, Canada, Central America, Chile, China, India and Mexico. The CompanyWe also engaged in operationspreviously operated in the U.K.United Kingdom and Japan both of which were classified as held for sale as of January 31, 2021. We also operated in Argentina and Brazil prior to the sale of Walmart Argentinathose operations in November 2020 and the majority stakefirst quarter of Walmart Brazil in fiscal 2019.2022. Refer to Note 12 to our Consolidated Financial Statements for information on these divestitures. Our operations are conducted in three reportable segments: Walmart U.S., Walmart International and Sam's Club, which are further described below. Each segment contributes to the Company's operating results differently. However, each 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 the exit of certain markets and fluctuations in currency exchange rates. Additional information on our operating segments and geographic and product information is contained in Note 13 to our Consolidated Financial Statements. Walmart U.S. Segment
Walmart U.S. is our largest segment and operates in the U.S., including in all 50 states, Washington D.C. and Puerto Rico. Walmart U.S. is a mass merchandiser of consumer products, operating under the "Walmart" and "Walmart Neighborhood Market" brands, as well as walmart.com and other eCommerce brands.including walmart.com. Walmart U.S. had net sales of $370.0$441.8 billion for fiscal 2021,2024, representing 67%69% of our fiscal 20212024 consolidated net sales, and had net sales of $341.0$420.6 billion and $331.7$393.2 billion for fiscal 20202023 and 2019,2022, respectively. Of our three segments, Walmart U.S. has historically had the highest gross profit as a percentage of net sales ("gross profit rate"). In addition, Walmart U.S. has historically contributed the greatest amount to the Company's net sales and operating income.
Omni-channel. Walmart U.S. provides an omni-channel experience to customers, integrating retail stores and eCommerce, through services such as pickup and delivery, in-home delivery, ship-from-store and digital pharmacy fulfillment options. As of January 31, 2021, we had approximately 3,750 2024, the vast majority of our stores have pickup locations and 3,000 delivery locations.more than 4,300 locations offer same-day delivery. Our Walmart+ membership incorporates several service offerings which provideoffering provides enhanced omni-channel shopping experiencesbenefits including unlimited free shipping on eligible items with no order minimum, unlimited delivery from store, fuel discounts, mobile Scan & Go and benefits for members. We have several eCommerce websites, the largest of which is walmart.com.access to additional member benefits. We define eCommerce sales as sales initiated by customers digitally and fulfilled by a number of methods including our dedicated eCommerce fulfillment centers and leveraging our stores.stores, as well as certain other business offerings that are part of our ecosystem, such as our Walmart Connect advertising business. The following table provides the approximate size of our retail stores as of January 31, 2021:2024:
| | Minimum Square Feet | | Maximum Square Feet | | Average Square Feet |
| | Minimum Square Feet | | | | Minimum Square Feet | | Maximum Square Feet | | Average Square Feet |
| Supercenters (general merchandise and grocery) | Supercenters (general merchandise and grocery) | | 69,000 | | | 260,000 | | | 178,000 | |
| Discount stores (general merchandise and limited grocery) | Discount stores (general merchandise and limited grocery) | | 30,000 | | | 221,000 | | | 106,000 | |
Neighborhood markets(1) (grocery) | Neighborhood markets(1) (grocery) | | 28,000 | | | 65,000 | | | 42,000 | |
(1) Excludes other small formats.
Merchandise. Walmart U.S. does business primarily in three strategic merchandise units, listed below:
•Grocery consists of a full line of grocery items, including dry grocery, snacks, dairy, meat, produce, deli & bakery, frozen foods, alcoholic and nonalcoholic beverages, as well as consumables such as health and beauty aids, pet supplies, household chemicals, paper goods and baby products;
•General merchandise includes:
◦Entertainment (e.g., electronics, toys, seasonal merchandise, wireless, video games, movies, music and books);
◦Hardlines (e.g., automotive, hardware and paint, sporting goods, outdoor living and stationery);
◦ApparelFashion (e.g., apparel for men, women, girls, boysadults and infants,children, as well as shoes, jewelry and accessories); and
◦Home (e.g., housewares and small appliances, bed & bath, furniture and home organization, home furnishings, home decor, fabrics and crafts).
•Health and wellness includes pharmacy, over-the-counter drugs and other medical products, optical services and other clinical services.
Other categories in the Walmart U.S. recently launched Walmart+, a membership offering providing omni-channel shopping benefitsbusiness include fuel and various service offerings such as unlimited free shipping on eligible items with no order minimums, as well as delivery and other benefits which help customers save more time and money. Walmart U.S. also offers an in-house advertising offering via Walmart Connect, supply chain and fulfillment capabilities to online marketplace sellers via Walmart Fulfillment Services, initiatives such as well as quality, affordable, and accessible healthcarebusiness-to-business last mile delivery services via Walmart Health.GoLocal, and a suite of data products for merchants and suppliers via Walmart Luminate. Additional service offerings include fuel and financial services and related products (including through our digital channels, stores and our fintech venture, ONE), such as money orders, prepaid cards,access, money (wire) transfers, check cashing, bill payment and bill payment. Combined, these offerings did not represent a significant portioncertain types of annual segment revenues.installment lending.
Brand name merchandise represents a significant portion of the merchandise sold in Walmart U.S. We also market lines of merchandise under our private-labelprivate brands, including brands such as: "Allswell," "Athletic Works," "Bonobos,"Equate," "Eloquii,"Free Assembly,"
"Equate," "FreshnessFreshness Guaranteed," "George," "Great Value," "Holiday Time," "Hyper Tough," "Mainstays," "Marketside," "No Boundaries," "Onn,"onn.," "Ozark Trail," "Parent's Choice," "Sam's Choice," "Scoop," "Spring Valley," "SwissTech," "Time and Tru"Tru," "Way to Celebrate" and "Wonder Nation." The Company also markets lines of merchandise under licensed brands, some of which include: "Avia," "Better Homes & Gardens," "Farberware,"Love & Sports," "Pioneer Woman""Sofia Jeans by Sofia Vergara," and "Russell."The Pioneer Woman."
Periodically, revisions are made to the categorization of the components comprising our strategic merchandise units. When revisions are made, the previous periods' presentation is adjusted to maintain comparability.
Operations. Historically, manyWalmart U.S. is available to customers through supercenters, discount stores and neighborhood markets, were generally openas well as online or through the mobile application 24 hours eacha day. In response to the COVID-19 pandemic, we reduced store hours to allow for additional cleaning and sanitizing but expanded store hours slightly toward the end of fiscal 2021.Consistent with its strategy, Walmart U.S. continues to develop technology tools and services that helpto better serve customers and help stores operate more efficiently, such as pickup and delivery, Walmart+, ship-from-store and other initiatives which provide convenient and seamless omni-channel shopping experiences.
Seasonal Aspects of Operations. Walmart U.S.'s business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as different weather patterns. Historically, its highest sales volume and segment operating income havehas occurred in the fiscal quarter ending January 31. However, the COVID-19 pandemic may have an impact on consumer behaviors that could result in temporary changes in the seasonal fluctuations of our business.
Competition. Walmart U.S. competes with brick and mortar, eCommerce and omni-channel retailers operating discount, department, retail and wholesale grocers, drug, dollar, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, social commerce platforms, as well as companies that offer services in digital advertising, fulfillment and delivery services, health and wellness and financial services. Each of these landscapes is highly competitive and rapidly evolving, and new business models and the entry of new, well-funded competitors continue to intensify this competition. Some of our competitors have longer histories in these lines of business, more customers and greater brand recognition. They may be able to obtain more favorable terms from suppliers and business partners and to devote greater resources to the development of these businesses. In addition, for eCommerce retailers. and other internet-based businesses, newer or smaller businesses may be better able to innovate and compete with us.
Our ability to develop and operate units at the right locations and to deliver a customer-centric omni-channel experience largely determines our competitive position within the retail industry. We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise and selection availability, services offered to customers, the quality of the products and services we offer, location, store hours, in-store amenities, the shopping convenience and overall shopping experience we offer, the attractiveness and ease of use of our digital platforms, cost and speed of and options for delivery to customers of merchandise purchased through our digital platforms or through our omni-channel integration of our physical and digital operations. We employ many strategies and programs designed to meet competitive pressures within our industry. These programsstrategies include the following:
•EDLP: our pricing philosophy under which we price items at everyday low prices so our customers trust that our prices will not change under frequent promotional activity;
•EDLC: everyday low cost is our commitment to control expenses so our cost savings can be passed along to our customers; and
•Omni-channel offerings such as pickup and delivery and our new Walmart+ membership offering, all of which enhance convenience and seek to serve customers in the ways they want to be served.served; and
•Expanding our ecosystem and the products and services we offer in areas such as digital advertising, fulfillment services, health and wellness, and financial services to provide our customers a broader set of offerings to meet expanding needs.
Distribution. We continue to invest in supply chain automation and utilize a total of 162 distribution facilities which are located strategically throughout the U.S. For fiscal 2021,2024, the majority of Walmart U.S.'s purchases of store merchandise were shipped through our 156 distributionthese facilities, which are located strategically throughoutwhile most of the U.S. The remaining store merchandise we purchased was shipped directly from suppliers. General merchandise and dry grocery merchandise is transported primarily through the segment's private truck fleet; however, we contract with common carriers to transport the majority of our perishable grocery merchandise. We ship merchandise purchased by customers on our eCommerce platforms by a number of methods from multiple locations including from our 3230 dedicated eCommerce fulfillment centers, as well as leveraging our ability to ship or deliver directly from approximately 3,000 stores.more than 4,300 stores, some of which include market fulfillment centers, which are positioned inside or attached to our stores to fill online orders more efficiently.
Walmart International Segment
Walmart International is our second largest segment and operatedoperates in 2518 countries outside of the U.S as of January 31, 2021.U.S. Walmart International operatedoperates through our wholly-owned subsidiaries in Canada, Chile, China, and China, as well as our businesses classified as held for sale in JapanAfrica (which includes Botswana, Lesotho, Malawi, Mozambique, Namibia, South Africa, Eswatini, and the United Kingdom as of January 31, 2021. Walmart International also operates throughZambia), and our majority-owned subsidiaries in Africa (which includes Botswana, Ghana, Kenya, Lesotho, Malawi, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Tanzania, UgandaIndia, as well as Mexico and Zambia), Central America (which includes Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua), India and Mexico.. Walmart International previously operated in Argentinathe United Kingdom and BrazilJapan prior to the sale of Walmart Argentinathose operations in the first quarter of fiscal 2021 and the majority stake of Walmart Brazil in fiscal 2019.2022. Refer to Note 12 to our Consolidated Financial Statements for discussion of recent divestitures. Walmart International includes numerous formats divided into threetwo major categories: retail wholesale and other.wholesale. These categories consist of many formats, including: supercenters, supermarkets, hypermarkets, warehouse clubs (including Sam's Clubs) and cash & carry, as well as eCommerce through websites and mobile applications, including walmart.com.mx, walmart.ca, flipkart.com, PhonePe and other sites. Walmart International had net sales of $121.4$114.6 billion for fiscal 2021,2024, representing 22%18% of our fiscal 20212024 consolidated net sales, and had net sales of $120.1 billion and $120.8$101.0 billion for both fiscal 20202023 and 2019, respectively. The segment's net sales were negatively impacted by currency exchange rate fluctuations for all years presented.2022. The gross profit rate is slightly lower than that of Walmart U.S. primarily because of its merchandiseformat and channel mix.
Walmart International's strategy is to create strong local businesses powered by Walmart, which means being locally relevant and customer-focused in each of the markets it operates. We are being deliberate about where and how we choose to operate and continue to re-shape the portfolio to best enable long-term, sustainable and profitable growth. As such, we have taken certain strategic actions to strengthen our Walmart International portfolio for the long-term, which include the following highlights over the last three years:
•Acquisition of a majority stake of Flipkart in August 2018.
•Divestiture of 80 percent of Walmart Brazil in August 2018.
•Divestiture of the Walmart Chile banking operations in December 2018 and the divestiture of the Walmart Canada banking operations in April 2019.
•Divestiture of Walmart Argentina in November 2020.
•DivestitureDivested of Asda Group Limited ("Asda”Asda"), our retail operations in the U.K., in February 2021.
•DivestitureDivested of a majority stake in Seiyu, our retail operations in Japan, in March 2021.
•Bought out the noncontrolling interest shareholders of our Massmart subsidiary in November 2022 and exited operations in certain countries in Africa.
•Increased our ownership in PhonePe, our digital payments platform in India, as part of the separation from Flipkart in December 2022.
Omni-channel. Walmart International provides an omni-channel experience to customers, integrating retail stores and eCommerce, such as through pickup and delivery services in most of our markets and our marketplaces such as Flipkart in India, and aIndia. Our financial services offerings continue to grow with our digital transactionpayment platform anchored in payments such asat PhonePe in India. In China,We continue to expand our partnerships with JD.commarketplace offerings, which also unlock fulfillment and JD Daojia provide customers one-hour delivery by leveraging Walmart stores as fulfillment centers.advertising services.
Generally, retail units' selling areaareas range in size from 1,400 square feet to 186,000 square feet. Our wholesale stores' selling areaareas generally range in size from 24,00025,000 square feet to 156,000158,000 square feet. As of January 31, 2021,2024, Walmart International had approximately 3,000over 2,800 pickup and 2,200over 2,900 delivery locations.
Merchandise. The merchandising strategy for Walmart International is similar to that of our operations in the U.S. in terms of the breadth and scope of merchandise offered for sale. While brand name merchandise accounts for a majority of our sales, we have both leveraged U.S. private brands and developed market specific private brands to serve our customers with high quality, low priced items. Along with the private brands we market globally, such as "Equate," "George," "Great Value," "Holiday Time," "Mainstays," "Marketside" and "Parent's Choice," our international markets have developed market specific brands including "Aurrera," "Cambridge," "Lider," "Myntra,""Aurrera" and "PhonePe."Lider." In addition, we have developed and continue to grow our relationships with regional and local suppliers in each market to ensure reliable sources of quality merchandise that is equal to national brands at low prices.
Consistent with its strategy, Walmart International also offers fuel,continues to build mutually reinforcing businesses in areas such as advertising, marketplace and fulfillment services, healthcare and financial services and related products in various markets.services. Our businesses in Mexico and Canada, for example, offer prepaid cards and money (wire) transfers, and our PhonePe business in India providescontinues to grow, providing a platform that offers mobile and bill payment, person-to-person (P2P) payment, investment and insurance solutions, financial services and advertising. In Mexico, we also offer a value-based internet and telephone service allowing customers to enjoy digital connectivity. Combined, these offerings did not represent a significant portion of annual segment revenues.
Operations. The hours of operation for operating units in Walmart International vary by country and by individual markets within countries, depending upon local and national ordinances governing hours of operation. Toward the beginning of the COVID-19 pandemic, government mandates ledCustomers can also access online and mobile applications 24 hours a day. Consistent with its strategy, Walmart International continues to extensive storedevelop technology tools and operational closures in several of our international marketsservices to better serve customers and help its various formats operate more efficiently, as well as limitations on certain merchandise sales in select markets. While most closed storesto provide convenient and warehouses resumed operations by the end of fiscal 2021, store hours have been partially reduced or modified in several markets. Additionally, several markets implemented enhanced safety and sanitization protocols, as well as provided increased customer options and capacity for pickup and delivery services.seamless omni-channel shopping experiences.
Seasonal Aspects of Operations. Walmart International's business is seasonal to a certain extent. Historically, its highest sales volume and operating income havehas occurred in the fourth quarter of our fiscal year. The seasonality of the business varies by country due to different national and religious holidays, festivals and customs, as well as different weather patterns. However, the COVID-19 pandemic may have an impact on consumer behaviors that could result in temporary changes in the seasonal fluctuations of our business.
Competition. Walmart International competes with brick and mortar, eCommerce and omni-channel retailers who operate department, drug, discount, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, wholesale clubs, home-improvement stores, specialty electronics stores, cash & carry operations and convenience stores, and eCommerce retailers,direct to consumer offerings, as well as catalog businesses.companies that offer services in digital advertising, fulfillment services, health and wellness and financial services. Our ability to develop and operate units at the right locations and to deliver a customer-centric omni-channel experience largely determines our competitive position within the retail industry. We believe price leadership is a critical part of our business model and we continue to focus on movingprogress our markets towards an EDLP approach. Additionally, our ability to operate food departments effectively has a significant impact on our competitive position in many of the markets where we operate. Each of these landscapes is highly competitive and rapidly evolving, and new business models and the entry of new or well-funded competitors continue to intensify this competition. Some of our competitors have longer histories in these lines of business, more customers and greater brand recognition and therefore they may be able to obtain more favorable terms from suppliers and business partners and to devote greater resources to the development of these businesses. In addition, for eCommerce and other internet-based businesses, newer or smaller businesses may be better able to innovate and compete with us.
Distribution. We utilize a total of 221176 distribution facilities located in Canada, Central America, Chile, China, India, Mexico and South Africa, as well as Japan and the United Kingdom, whose operations are classified as held for sale as of January 31, 2021, and subsequently divested in the first quarter of fiscal 2022.Africa. Through these facilities, we process and distribute both imported and domestic products to the operating units of the Walmart International segment. During fiscal 2021,2024, the majority of Walmart International's purchases passed through these distribution facilities. Suppliers ship the remainder of Walmart International's purchases directly to our stores in the various markets in which we operate. Across the segment, we have efficient networks connecting physical stores and distribution and fulfillment centers, which facilitate the movement of goods to where our customers live. We ship merchandise purchased by customers on our eCommerce platforms by a number of methods from multiple locations, including from our 83 dedicatedsuch as in India where we utilize a combination of more than 3,500 eCommerce fulfillment centers, more than 2,800 eCommerce sort centers and last-mile delivery facilities, in India, as well as our physical retail stores.
Sam's Club Segment
Sam's Club operates in 44 states in the U.S. and in Puerto Rico. Sam's Club is a membership-only warehouse club that also operates samsclub.com. Sam's Club had net sales of $63.9$86.2 billion for fiscal 2021,2024, representing 11%13% of our consolidated fiscal 20212024 net sales, and had net sales of $58.8$84.3 billion and $57.8$73.6 billion for fiscal 20202023 and 2019,2022, respectively. 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.
Membership. The following two options are available to members:
| | | | | | | | | | | | | | | |
| Plus Membership | | Club Membership | | | | |
| Annual Membership Fee | $100 | | $45 | | | | |
| Number of Add-on Memberships ($40 each) | Up to 16 | | Up to 8 | | | | |
| Eligible for Cash Rewards | Yes | | No | | | | |
| | | | | | | | | | | | | | | |
| Plus Membership | | Club Membership | | | | |
| Annual Membership Fee | $110 | | $50 | | | | |
| Number of Add-on Memberships ($45 each) | Up to 16 | | Up to 8 | | | | |
All memberships include a spouse/household card at no additional cost. Plus Members are eligible for Cash Rewards, which is a benefit that provides 2% back on qualifying Sam's Club purchases up to a $500 cash reward annually. The amount earned can be used for purchases or redeemed for cash. Plus Members are also eligible for free curbside pickup and free shipping on the majority of merchandise, with no minimum order size, and receive discounts on prescriptions and glasses. Beginning in fiscal 2023, Sam's Club launched a single loyalty rewards currency called Sam's Cash which merges and replaces existing Cash Rewards for Plus members and Cash Back for Sam's Club Mastercard holders. Members may redeem Sam's Cash on purchases in the club and online, to pay for membership fees or for cash in clubs. Sam's Cash does not expire and is available for monthly redemption.
Omni-channel. Sam's Club is a membership-only warehouse club which provides an omni-channel experience to customers,members, integrating retail storeswarehouse clubs and eCommerce through such services as Curbside Pickup, mobile Scan & Go, ship-from-club, and ship-from-club.delivery-from-club. Members have access to a broad assortment of merchandise and services, including those not found in our clubs, online at samsclub.com and through our mobile commerce applications. The warehouse facility sizes generally range between 32,000 and 168,000 square feet, with an average size of approximately 134,000 square feet.
Merchandise. Sam's Club offers merchandise in the following five merchandise categories:
•Grocery and consumables includes dairy, meat, bakery, deli, produce, dry, chilled or frozen packaged foods, alcoholic and nonalcoholic beverages, floral, snack foods, candy, other grocery items, health and beauty aids, paper goods, laundry and home care, baby care, pet supplies and other consumable items;
•Fuel, tobacco and other categories consists of gasoline stations and tobacco;categories;
•Home and apparel includes home improvement, outdoor living, gardening, furniture, apparel, jewelry, tools and power equipment, housewares, toys, seasonal items, mattresses and tire and battery centers;
•Health and wellness includes pharmacy, optical and hearing services and over-the-counter drugs; and
•Technology, office and entertainment includes consumer electronics and accessories, software, video games, office supplies, appliances and third-party gift cards; andcards.
•Health and wellness includes pharmacy, optical and hearing services and over-the-counter drugs.
In addition,Within the categories above, the Member's Mark private label brand continues to expand its assortment and deliver member value.
Operations. OperatingSam's Club is available to members through warehouse club locations, as well as online or through the mobile application 24 hours for Sam's Clubs are generally Monday through Friday from 10:00 a.m. to 8:00 p.m., Saturday from 9:00 a.m. to 8:00 p.m. and Sunday from 10:00 a.m. to 6:00 p.m. Additionally, most cluba day. Club locations offer Plus Members the ability to shop before the regular operating hours Monday through Saturday, starting at 8:00 a.m. While store operating hours generally remained stable during the COVID-19 pandemic, designated “Hero Hours” were also established for first responders, health care workers, and associates.hours. Consistent with its strategy, Sam's Club continues to develop technology tools to drive a great member experience. During the pandemic, Curbside Pickup was launchedis available at all clubs to help provide fast, easy and contact-free shopping for members. Sam's Club also offers "ScanScan & Go," a mobile checkout and payment solution, which allows members to bypass the checkout line.
Seasonal Aspects of Operations. Sam's Club's business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as different weather patterns. Historically, its highest sales volume has occurred in the fiscal quarter ending January 31. However, the COVID-19 pandemic may have an impact on consumer behaviors that could result in temporary changes in the seasonal fluctuations of our business.
Competition. Sam's Club competes with other membership-only warehouse clubs, the largest of which is Costco, as well as with discount retailers, retail and wholesale grocers, general merchandise wholesalers and distributors, gasoline stations as well as omni-channel and eCommerce retailers and catalog businesses. At Sam's Club, we provide value at members-only prices, a quality merchandise assortment, and bulk sizing to serve both our Plus and Club members. Our eCommerce website and mobile commerce applications have increasingly become important factors in our ability to compete and recently enabled the launch of Curbside Pickup across all clubs.compete.
Distribution. During fiscal 2021, the majority of Sam's Club's non-fuel club purchases were shipped from Sam's Club's 27We utilize 30 dedicated distribution facilities located strategically throughout the U.S., or fromas well as some of the Walmart U.S. segment's distribution facilities which service the Sam's Club segment for certain items. SuppliersDuring fiscal 2024, the majority of Sam's Club's non-fuel club purchases were shipped from these facilities, while the remainder of the Sam's Club segment's clubour purchases were shipped directly to Sam's Club locations.locations by suppliers. Sam's Club ships merchandise purchased on samsclub.com and through its mobile commerce applications by a number of methods including shipments made directly from clubs, 1115 dedicated eCommerce fulfillment centers and other distribution centers.
Sam's Club uses a combination of our private truck fleet, as well as common carriers, to transport non-perishable merchandise from distribution facilities to clubs. The segment contracts with common carriers to transport perishable groceryand non-perishable merchandise from distribution facilities to clubs.
Intellectual Property
We regard our trademarks, service marks, copyrights, patents, domain names, trade dress, trade secrets, proprietary technologies and similar intellectual property as important to our success, and with respect to our associates, customers and others, we rely on trademark, copyright, and patent law,laws, trade-secret protection, and confidentiality and/or license agreements to protect our proprietary rights. We have registered, or applied for the registration of, a number of U.S. and international domain names, trademarks, service marks and copyrights. Additionally, we have filed U.S. and international patent applications covering certain of our proprietary technology. We have licensed in the past, and expect that we may license in the future, certain of our proprietary rights to third parties.
Suppliers and Supply Chain
As a retailer and warehouse club operator, we utilize a global supply chain that includes both U.S. and international suppliers from whom we purchase the merchandise that we sell in our stores, clubs and online. In many instances, we purchase merchandise from producers located near the stores and clubs in which such merchandise will be sold, particularly products in the "fresh" category. Our purchases may represent a significant percentage of the annual sales for a number ofConsistent with applicable laws, we offer our suppliers and the volumeopportunity to efficiently sell significant quantities of product we acquire from many suppliers allowstheir products to us. These relationships enable us to obtain favorable pricing fromthat reflects the volume, certainty and cost-effectiveness these arrangements provide to such suppliers.suppliers, which in turn enables us to provide low prices to our customers. Our suppliers are subject to standards of conduct, including requirements that they comply with local labor laws, local worker safety laws and other applicable laws. Our ability to acquire from our suppliers the assortment and volume of products we wish to offer to our customer,customers, to receive those products within the required time through our supply chain and to distribute those products to our stores and clubs, determines, along with other supply chain logistics matters (such as containers or port access for example), in part, our in-stock levels in our stores and clubs and the attractiveness of our merchandise assortment we offer to our customers and members.
Government Regulation
As a company with global operations, we are subject to the laws of the United States and multiple foreign jurisdictions in which we operate and the rules and regulations of various governing bodies, which may differ among jurisdictions. For additional information, see the risk factors herein in "Item 1A.1A. Risk Factors" under the sub-caption “Legal,"Legal, Tax, Regulatory, Compliance, Reputational and Other Risks".
Environmental, Social and Governance ("ESG") Priorities
Our ESG strategy is centered on the concept of creating shared value: we believe we maximize long-term value and create competitive advantage for the Company by serving our stakeholders, including our customers, associates, shareholders, suppliers, business partners and communities. We believe that addressing such societal needs builds the value of our business, including by enhancing customer and associate trust, creating new business opportunities, managing cost and risk, building capabilities for future advantage and strengthening the underlying systems on which Walmart and our stakeholders rely.
We prioritize the ESG issues that offer the greatest potential for Walmart to create shared value: issues that rank high in relevance to our business and stakeholders and which Walmart is positioned to make a positive impact. Our current ESG priorities are categorized into four broad themes: opportunity, sustainability, community and ethics and integrity.
•Opportunity. Retail can be a powerful engine for inclusive economic opportunity. We aim to advance belonging, diversity, equity and inclusion, and create opportunity for Walmart associates (as further described in the Human Capital Management section below), our suppliers and workers in supply chains, and the communities in which we operate. Doing so helps us fulfill our customer mission, strengthens our business and helps people build a better life for themselves and their families.
•Sustainability. Walmart's sustainability efforts focus on our ability to create and preserve long-term value for both people and planet. With respect to people, our sustainability efforts include sourcing responsibly, helping prevent forced labor, empowering women, creating inclusive economic opportunity and selling safer, healthier products. With respect to the planet, our efforts aim to enhance the sustainability of product supply chains by reducing emissions, protecting and restoring nature and reducing waste. To help address the effects of climate change, Walmart has set science-based targets for emissions reduction, including our goal to achieve zero emissions in our operations by 2040—without offsets—and to reduce, avoid or sequester one billion metric tons of emissions in our value chain by 2030 under our Project Gigaton initiative.
•Community. Walmart aims to serve and strengthen communities by operating our business in a way that meets the needs of our customer and community stakeholder groups, including by providing safer, healthier and more affordable food and other products, disaster support, associate volunteerism, local grant programs and community cohesion initiatives.
•Ethics and Integrity. At every level of our Company, we work to create a culture that inspires trust among our associates, with our customers and in the communities we serve.
We periodically publish information on our ESG priorities, strategies and progress on our corporate website and may update those disclosures from time to time. Nothing on our website, including our ESG reporting, documents or sections thereof, shall be deemed incorporated by reference into this Annual Report on Form 10-K or incorporated by reference into any of our other filings with the SEC.
Human Capital Management
Our commitmentassociates – powered by technology – play a critical role in delivering on our purpose to help people around the world save money and live betterbetter. Our business is focused on serving people and this is delivered by our associates who make the difference for our customers every day. As of the end of fiscal 2021, we employed more than 2.3approximately 2.1 million associates worldwide,around the world with approximately 1.6 million associates in the U.S. and 0.7approximately 0.5 million associates internationally. In the U.S., approximately 94%92% of theseour associates are hourly and approximately 64%69% of our associates are full-time.
We believe our people make the strengthdifference, and we are focused on investing in the growth and well-being of our workforceassociates, investing in digital experiences to improve their quality of work and creating a culture of belonging. An important part of our focus is a significant contributor to our success. Walmart is a place of opportunity, not only asprovide opportunities for associates to grow and learn. For some, we are a foundational entry point to develop critical skills that are relevant for a variety of careers, but also a place where people can grow in their careers across our global omni-channel business. As customer demandscareers. We are focused on developing, rewarding and technology change the nature of work, we need to attract, develop and retainretaining associates to thrive in an ever-changing omni-channel environment. Approximately 75% of our U.S. salaried store, clubOur people ultimately make Walmart a better place to work and supply chain management started their careers in hourly positions. We believe our focus on improving career paths for our associates through robust training, competitive wages, new ways of working, and opportunities for advancement has improved turnover in the U.S. over the past few years.
a better place to shop. Our workforce strategy includes the following strategic priorities: belonging, well-being, growth and digital.
InclusionBelonging - Build a Walmart for everyone: a diverse, equitable and inclusive company, where associates' ideas and opinions matter. We are focusedFocus on creating an inclusive culture and a diverse associate base,workplace where all associates believe they belongfeel seen, supported and are empoweredconnected through a culture of belonging. We publish our diversity representation twice yearly and hold ourselves accountable to be themselves, which we believe is important in serving our customers now and in the future. Management providesproviding recurring culture,belonging, diversity, equity and inclusion updates to senior leadership – including our President and CEO – and the Compensation, Management and Development Committeemembers of the Board of Directors. Of the more than 2.3approximately 2.1 million associates employed worldwide, 54%52% identify as women. In the U.S., 47%51% of the approximately 1.6 million associates identify as ethnically diverse.people of color.
Our Belonging programs aim to create equitable opportunities for everyone, regardless of background, so that every eligible and qualified individual can thrive and perform. We regularly review our processes regarding our commitment toaround fair-pay practices. Wepractices and are committed to creating a performance culture where associates are rewarded based on meaningful factors such as qualifications, experience, performance and the type of work they do.
To build a company where associates feel valuedseen, supported and heard,connected, we gather and respond to associates’associate feedback in a variety of ways, including but not limited to an anonymous, periodic,in-person dialogue; real-time digital insights such as pulse surveys; formal surveys like our associate engagement survey,survey; and always-on confidential channels, including our Open Door process and one-on-one interactions. Management reviews the results of feedback obtained from our formal associate engagement survey. Feedback and suggestions received through these channels have led to meaningful changes in our business, including a new U.S. attendance policy, for example.ethics channels.
Well-being - Focus onPrioritize the emotional, physical emotional, and financial well-being of our associates. We invest in our associates by offering competitive wages, including bonuses based on Company performance, as well as a broad range of benefits that vary based on customary local practicesto meet the diverse needs of our global associate population and statutory requirements and believe these investments in our associates are important to our future.their eligible dependents. In the U.S., we offer affordable healthcare coverage to our full-time and eligible part-time associates, as well as Company paidthis includes company-paid benefits such as a store discount card or Sam's Club membership, 401(k) match, family building support, maternity leave, fertility benefits, a paid parental leave program to all full-time associates, paid time off, Associate Stock Purchase Plan match, life insurance, behavioral and behavioralmental health services.services, a Walmart discount card or Sam's Club membership and predictable scheduling that helps associates plan for life outside of work and know what to expect in their paychecks.
Additional information about how we invest in our associates' well-being, including wage structure and pay, can be found in our Human Capital brief in our most recent ESG reporting, which is available on our corporate website. Nothing on our website, including our ESG reporting documents, or sections thereof, shall be deemed incorporated by reference into this Annual Report on Form 10-K or incorporated by reference into any of our other filings with the SEC. Certain information relating to retirement-related benefits we provide to our associates is included in Note 11 to our Consolidated Financial Statements. In fiscal 2021, we added incremental benefits to support associate health and well-being during the COVID-19 pandemic. We provided extra pay and benefits, including special cash bonuses totaling $1.6 billion, and the introduction of the COVID-19 Emergency Leave Policy in the U.S. See "COVID-19 Updates" in Management's Discussion and Analysis for additional information regarding our response to the COVID-19 pandemic.Growth - Provide ongoing growth, development and learning opportunities for associates and continue to attract talent with new skills. To help associates acquire the experiences and skills needed for successWe are invested in the growth of our associates – in support of our business and their success – by offering good jobs that lead to great careers and better lives.
Approximately 75% of todayour U.S. salaried store, club and tomorrow, we have investedsupply chain management started their careers in their development – including new roleshourly positions. Our focus on providing a path of opportunity for our associates through robust training, competitive wages and benefits and career paths, cross-training, on-the-job coaching,advancement creates a strong associate value proposition and formal, classroom-style training such asstrengthens our workforce. In the U.S., we seek to enable these pathways through programs like Walmart Academy in the U.S. We also provideand Live Better U (LBU). Walmart Academy offers training for on-the-job retail skills, leadership and well-being, serving our associates through a combination of digital and in-person offerings. Additionally, our LBU program provides access to educational opportunities for our part-time and full-time frontline eligible associates in the U.S. through our Live Better U program, which provides a pathway to earn a high school diploma at no costdiplomas, short-form certificates and credentials or a college degree for $1 a day, as well as multiple digital learning opportunities.degrees.
Digital - AccelerateDrive a digital transformation and ways of working to improvethat improves the associate experience and drivepowers the business results. To deliver a seamless customer and associate experience, we continue to invest in consumer-grade digital tools designed to improve associate productivity and efficiency, engagement and performance. Asperformance, allowing associates to spend more customers shop digitally, we have adapted by adding more roles in eCommerce fulfillmenttime generating new ideas, developing strategy and our home officebuilding relationships. This capability has been expanded to certain international markets.
Technology is also used to improve associate experience, including an app developed to capture real-time associate feedback. Walmart also supports associates have accelerated tech-based solutions that enhanceon the customerU.S. Medical Plan with free virtual visits for medical doctor urgent care and associate experiences.mental health care with psychiatrists and psychologists.
Information About Our Executive Officers
The following chart names the executive officers of the Company as of the date of the filing of this Annual Report on Form 10-K with the SEC, each of whom is elected by, and serves at the pleasure of, the Board of Directors. The business experience shown for each officer has been his or her principal occupation for at least the past five years, unless otherwise noted.
| | Name | Name | | Business Experience | | Current
Position
Held Since | | Age | Name | | Business Experience | | Current
Position
Held Since | | Age |
| Daniel J. Bartlett | Daniel J. Bartlett | | Executive Vice President, Corporate Affairs, effective June 2013. From November 2007 to June 2013, he served as the Chief Executive Officer and President of U.S. Operations at Hill & Knowlton, Inc., a public relations company. | | 2013 | | 49 | |
| | M. Brett Biggs | | Executive Vice President and Chief Financial Officer, effective January 2016. From January 2014 to December 2015, he served as Executive Vice President and Chief Financial Officer of Walmart International. | | 2016 | | 52 | |
| | Rachel Brand | |
| | Rachel Brand | |
| | Rachel Brand | Rachel Brand | | Executive Vice President, Global Governance, Chief Legal Officer and Corporate Secretary, effective April 2018. From May 2017 to February 2018, she served as Associate Attorney General in the United States Department of Justice. From January 2017 to May 2017, Ms. Brand was an Associate Professor of Law at George Mason University Antonin Scalia Law School. From August 2012 to February 2017, she served as a board member on the Privacy and Civil Liberties Oversight Board of the U.S. government. | | 2018 | | 47 | |
| | David M. Chojnowski | David M. Chojnowski | | Senior Vice President and Controller effective January 2017. From October 2014 to January 2017, he served as Vice President and Controller, Walmart U.S. | | 2017 | | 51 | |
| David M. Chojnowski | |
| David M. Chojnowski | |
| | John Furner | |
| John Furner | |
| John Furner | John Furner | | Executive Vice President, President and Chief Executive Officer, Walmart U.S. effective November 2019. From February 2017 until November 2019, he served as President and Chief Executive Officer, Sam's Club. From October 2015 to January 2017, he served as Executive Vice President and Chief Merchandising Officer of Sam's Club. | | 2019 | | 46 | |
| | Suresh Kumar | Suresh Kumar | | Executive Vice President, Global Chief Technology Officer and Chief Development Officer effective July 2019. From February 2018 until June 2019, Mr. Kumar was Vice President and General Manager at Google LLC. From May 2014 until February 2018, he was Corporate Vice President at Microsoft Corporation. | | 2019 | | 56 | |
| Suresh Kumar | |
| Suresh Kumar | |
| | Judith McKenna | | Executive Vice President, President and Chief Executive Officer, Walmart International, effective February 2018. From February 2015 to January 2018, she served as Executive Vice President and Chief Operating Officer of Walmart U.S. | | 2018 | | 54 | |
| | Kathryn McLay | |
| Kathryn McLay | |
| Kathryn McLay | Kathryn McLay | | Executive Vice President, President and Chief Executive Officer, Sam's Club effective November 15, 2019. From February 2019 to November 2019, she served as Executive Vice President, Walmart U.S. Neighborhood Markets. From December 2015 until February 2019, she served as Senior Vice President, U.S. Supply Chain. Ms. McLay originally joined the Company in April 2015 as Vice President of U.S. Finance and Strategy. | | 2019 | | 47 | |
| | C. Douglas McMillon | C. Douglas McMillon | | President and Chief Executive Officer, effective February 2014. From February 2009 to January 2014, he served as Executive Vice President, President and Chief Executive Officer, Walmart International. | | 2014 | | 54 | |
| C. Douglas McMillon | |
| C. Douglas McMillon | |
| | Donna Morris | Donna Morris | | Executive Vice President, Global People, and Chief People Officer, effective February 2020. From April 2002 to January 2020, she worked at Adobe Inc. in various roles, including most recently, Chief Human Resources Officer and Executive Vice President, Employee Experience. | | 2020 | | 53 | |
| Donna Morris | |
| Donna Morris | |
| | Christopher Nicholas | |
| Christopher Nicholas | |
| Christopher Nicholas | |
| | John David Rainey | |
| John David Rainey | |
| John David Rainey | |
Our Website and Availability of SEC Reports and Other Information
Our corporate website is located at www.stock.walmart.com. We file with, or furnish to, the SEC Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports, proxy statements and annual reports to shareholders, and, from time to time, other documents. The reports and other documents filed with, or furnished to, the SEC are available to investors on or through our corporate website free of charge as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that file electronically with the SEC. The address of that website is www.sec.gov. Our SEC filings, our Reporting Protocols for Senior Financial Officers and our Code of Conduct can be found on our website at www.stock.walmart.com. These documents are available in print to any shareholder who requests a copy by writing or calling our Investor Relations Department, which is located at our principal offices.
A description of any substantive amendment or waiver of Walmart's Reporting Protocols for Senior Financial Officers or our Code of Conduct for our chief executive officer, our chief financial officer and our controller, who is our principal accounting officer, will be disclosed on our website at www.stock.walmart.com under the Corporate Governance section. Any such description will be located on our website for a period of 12 months following the amendment or waiver.
The risks described below could, in ways we may or may not be able to accurately predict, materially and adversely affect our business, results of operations, financial position and liquidity. Our business operations could also be affected by additional factors that apply to all companies operating in the U.S. and globally. The following risk factors do not identify all risks that we may face.
Strategic Risks
Failure to successfully execute our omni-channel strategy and the cost of our investments in eCommerce and technology may materially adversely affect our market position, net sales and financial performance.
The retail business continues to rapidly evolve and consumers increasingly embrace digital shopping. As a result, the portion of total consumer expenditures with retailers and wholesale clubs occurring through digital platforms is increasing and the pace of this increase could continue to accelerate.
Our strategy, which includes investments in eCommerce, technology, including the use of artificial intelligence technology, talent, supply chain automation, acquisitions, joint ventures, store remodels and other customer initiatives may not adequately or effectively allow us to continue to grow our eCommerce business, increase comparable store sales, maintain or grow our overall market position or otherwise offset the impact on the growth of our business of a moderated pace of new store and club openings.openings and sustain the current pace of remodels. The success of this strategy will depend in large measure on our ability to continue building and delivering a seamless omni-channel shopping experience and interconnected ecosystem for our customers that deepens and maintains our relationships with our customers across our various businesses and partnerships and reinforces our overall enterprise strategy. The success of this strategy is further subject to the related risks discussed in this Item 1A. FailureWith the interconnected components of this enterprise strategy and an increasing allocation of capital expenditures focused on these initiatives, changes in customer or member perceptions about our reputation or our failure to successfully execute on individual components of this strategy may adversely affect our market position, net sales and financial performance, which could also result in impairment charges to intangible assets or other long-lived assets. In addition, a greater concentration of eCommerce sales, including increasing online grocery sales, could result in a reduction in the amount of traffic in our stores and clubs, which would, in turn, reduce the opportunities for cross-store or cross-club sales of merchandise that such traffic creates and could reduce our sales within our stores and clubs and materially adversely affect our financial performance. Furthermore, the cost of certain investments in eCommerce, technology, talent and technology investments,automation, including any operating losses incurred for those initiatives, will adversely impact our financial performance in the short-term and failure to realize the benefits of these investments may adversely impact our financial performance over the longer term.
If we do not timely identify or effectively respond to consumer trends or preferences, it could negatively affect our relationship with our customers, demand for the products and services we sell, our market share and the growth of our business.
It is difficult to predict consistently and successfully the products and services our customers will demand and changes in their shopping patterns.patterns, tastes and preferences. The success of our business depends in part on how accurately we predict consumer demand, availability of merchandise, the related impact on the demand for existing products and services and the competitive environment. Our business is dependent on our ability to make critical decisions and predictions with respect to merchandise categories that quickly respond to changing consumer spending patterns, tastes and preferences, any incorrect calculations by us may result in lower sales, spoilage and inventory markdowns, which could adversely impact our results of operations. Our ability to predict and adapt to changing tastes and preferences depends on many factors, including obtaining accurate and
relevant data on customer preferences, emphasizing relevant merchandise categories, effectively managing our inventory levels, and implementing competitive and effective pricing and promotion strategies. Price transparency, assortment of products, customer experience, convenience, ease and the speed and cost of shipping are of primary importance to customers and continue to increase in importance, particularly as a result of digital tools and social media available to consumers and the choices available to consumers for purchasing products. OurWe must continue to preserve our reputation, which is impacted based on public perceptions. It may be difficult to address negative publicity across media channels, regardless of whether it is accurate. Negative incidents involving us, our workforce (including the loss of merchandise as a result of shrink or theft) or others with whom we do business could quickly erode trust and confidence in our business and could result in consumer boycotts, workforce unrest and government investigations. Negative reputational incidents or negative perceptions of us could adversely impact our business and results of operations, including through lower sales, the termination of business relationships and associate retention and recruiting efforts. Moreover, failure to adequately or effectively respond to changingpredict customer demand and consumer tastes, preferences (including those related to sustainability) and shoppingspending patterns or otherwise optimize and operate our distribution and fulfillment centers could result in excess or insufficient inventory, service interruptions and increased costs, any other failure on our part to timely identify or effectively respond to changing consumer tastes, preferences and shopping patternsof which could negatively affect our reputation and relationship with our customers, the demand for the products we sell or services we offer, our market share and the growth ofsignificantly harm our business.
As we continue to add new fulfillment centers, our fulfillment and technology networks become increasingly complex and operating them becomes more challenging. There can be no assurance that we will be able to operate our networks effectively.We face strong competition from other retailers, and wholesale club operators, omni-channel retailers and other businesses which could materially adversely affect our financial performance.
Each of our segments competes for customers, employees, digital prominence, products and services and in other important aspects of its business with many other local, regional, national and global physical, eCommerce and omni-channel retailers, social commerce platforms, wholesale club operators and retail intermediaries.intermediaries, as well as companies that offer services in digital advertising, fulfillment and delivery services, health and wellness and financial services. The omni-channel retail landscape is highly competitive and rapidly evolving, and the entry of new, well-funded competitors may increase competitive pressures. In addition, for eCommerce and other internet-based businesses, newer or smaller businesses may be better able to innovate and compete with us.
We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise selection and availability, services offered to customers, location, store hours, in-store amenities, the shopping convenience and overall shopping experience we offer, the attractiveness and ease of use of our digital platforms, cost and speed of and options for delivery to customers of merchandise purchased through our digital platforms or through our omni-channel integration of our physical and digital operations.
A failure to respond effectively to competitive pressures and changes in the retail and other markets in which we operate, omni-channel innovations and omni-channel ecosystems developed by our competitors or delays or failure in execution of our strategy could materially adversely affect our financial performance. See "Item 1. Business" above for additional discussion of the competitive situation of each of our reportable segments. Certain segments of the retail industry are undergoing consolidation or substantially reducing operations, whether due to bankruptcy, consolidation or other factors. Such consolidation, or other business combinations or alliances, competitive omni-channel ecosystems or reductionreductions in operationoperations may result in competitors with greatly improved financial resources, improved access to merchandise, greater market penetration than they previously enjoyed and other improvements in their competitive positions. Such business combinations or alliances could result in the provision ofallow these companies to provide a wider variety of products and services at competitive prices, by such consolidated or aligned companies, which could adversely affect our financial performance.
General or macro-economic factors, both domestically and internationally, may materially adversely affect our financial performance.
General economic conditions and other economic factors, globally or in one or more of the markets we serve, may adversely affect our financial performance. Higher interest rates, lower or higher prices of petroleum products, including crude oil, natural gas, gasoline and diesel fuel, higher costs for electricity and other energy, weakness in the housing market, inflation, deflation, increased costs of essential services, such as medical care and utilities, higher levels of unemployment, decreases in consumer disposable income, unavailability of consumer credit, higher consumer debt levels, changes in consumer spending and shopping patterns, fluctuations in currency exchange rates, higher tax rates, imposition of new taxes or other changes in tax laws, changes in healthcare laws, other regulatory changes, the imposition of tariffs or other measures that create barriers to or increase the costs associated with international trade, overall economic slowdown or recession and other economic factors in the U.S., or in any of the other markets in which we operate, could adversely affect consumer demand for the products and services we sell in the U.S. or such other markets, change the mix of products we sell to one with a lower average gross margin, cause a slowdown in discretionary purchases of goods, adversely affect our net sales, growth rates, operating income and result in slower inventory turnover and greater markdowns of inventory, or otherwise materially adversely affect our operations and operating results and could result in impairment charges to intangible assets, goodwill or other long-lived assets.
In addition, the economic factors listed above, any other economic factors or circumstances resulting in higher transportation, labor, insurance or healthcare costs or commodity prices, including energy prices, and other economic factors in the U.S. and
other countries in which we operate can increase our cost of sales and operating, selling, general and administrative expenses and otherwise materially adversely affect our operations and operating results.
The economic factors that affect our operations may also adversely affect the operations of our suppliers, which can result in an increase in the cost to us of the goods we sell to our customers or, in more extreme cases, in certain suppliers not producing goods in the volume typically available to us for sale.sale, or adversely impact product margins due to higher labor and material costs of our suppliers that we are unable, or choose not, to pass on to our customers.
The performance of strategic alliances and other business relationships to support the expansion of our business could materially adversely affect our financial performance.
We may enter into strategic alliances and other business relationships in the countries in which we have existing operations or in other markets to expand our business. These arrangements (such as ONE, our fintech venture, and our healthcare initiative with UnitedHealth Group) may not generate the level of sales or profitability we anticipate when entering into the arrangement or may otherwise adversely impact our business and competitive position relative to the results we could have achieved in the absence of such alliance. In addition, any investment we make in connection with a strategic alliance, business relationship or in certain of our recently divested markets, could materially adversely affect our financial performance.
Operational Risks
TheGlobal or regional health pandemics or epidemics, such as COVID-19, could negatively impact of the COVID-19 pandemic on our business, financial position and results of operations is in many respects unpredictable, and we may be unable to sustain our revenue growth rate in the future.operations.
The continuing impactsemergence, severity, magnitude and duration of theglobal or regional pandemics, epidemics or other health crises are uncertain and difficult to predict. A pandemic, such as COVID-19, pandemic are highly unpredictable and volatile, with varying impacts on certainor other epidemic or contagious disease outbreak could impact our business operations, demand for our products and services, in-stock positions, costs of doing business, access to inventory, supply chain operations, the extent and duration of measures to try to contain the spread of a virus or other disease (such as travel bans and restrictions, quarantines, shelter-in-place orders, limitations on large gatherings, business and government shutdowns and other restrictions on retailers), our ability to predict future performance, exposure to litigation and our financial performance, among other things.
The COVID-19 pandemic has resulted in widespread and continuing impacts on In the event of any global economy and on our domestic and international associates, members, suppliers and other people and entities with which we do business. There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders and business and government shutdowns and other restrictions on retailers.
Customeror regional health crisis, customer demand for certain products has also fluctuated as the pandemic has progressed andmay fluctuate, customer behaviors have changed,may change and consumer disposable income could be negatively impacted, which has challengedmay challenge our ability to anticipate and/or adjust inventory levels to meet that demand. These factors have resulted in higher out-of-stock positions in certain products, as well as delays in delivering those products, and could impact inventory levels in the future.
Other factors and uncertainties may include, but are not limited to: the severity and duration of the pandemic,pandemics, epidemics or other health crises, including whether there are additionaldisease outbreaks or spikes in the number of COVID-19 cases, future mutations or related strains of the virus in areas in which we and our suppliers operate; further increased operational costs associated with operating during a global pandemic;costs; evolving macroeconomic factors, including general economic uncertainty, unemployment rates and recessionary pressures; unknown consequences on our business performance and initiatives stemming from the substantial investment of time, capital and other resources to thea pandemic or other health crisis response; the availabilityeffectiveness and extent of administration of vaccinations and prevalence of access to, effective medical treatments and vaccines for COVID-19;treatments; the pace of recovery when theany such pandemic or other health crisis subsides; and the long-term impact of the COVID-19a pandemic or other health crisis on our business, including consumer behaviors. These risks and their impacts are difficult to predict and could otherwise disrupt and adversely affect our operations and our financial performance.
The COVID-19 pandemic has led to increased revenue growth relative to historic trends, and has particularly accelerated our eCommerce growth. These results, as well as those of other metrics such as net income and other financial and operating data, may not be indicative of results for future periods. Once the impact of the COVID-19 pandemic subsides, particularly as vaccines become more widely available, and customers return to work or school or are otherwise no longer subject to the aforementioned containment directives and similar mandates, a failure by us to continue capitalizing on growth opportunities may result in declining revenue and future operating results may fall below expectations.
To the extent that the COVID-19a future pandemic continues to adversely affect the U.S. and the global economy, itor epidemic occurs, such events may also heighten other risks described in this section, including but not limited to those related to consumer behavior and expectations, competition, our reputation, implementation of strategic initiatives, cybersecurity threats, payment-related risks, technology systems disruption, supply chain disruptions, labor availability and cost, litigation and regulatory requirements.
Natural disasters, climate change, geopolitical events, global health epidemics or pandemicscatastrophic and catastrophicother events could materially adversely affect our financial performance.
The occurrence of one or more natural disasters, such as hurricanes, tropical storms, floods, fires, earthquakes, tsunamis, cyclones, typhoons; weather conditions such as major or extended winter storms, droughts and tornadoes, whether as a result of climate change or otherwise; geopolitical events; global health epidemicstensions or pandemics or other contagious outbreaks such as the ongoing COVID-19 pandemic;events; and catastrophic and other events, such as war, civil unrest (including theft, looting or vandalism), terrorist attacks or other acts of violence, including active shooter situations (such as those that have occurred in our U.S. stores), or the loss of merchandise as a result of shrink or theft in countries in which we operate, or in which our suppliers are located or regions goods are transported from or through, or in other areas of the world (such as in Ukraine and Israel where wars currently exist, and armed hostilities in the Red Sea and surrounding areas through which ocean carrier vessels travel to the Suez Canal) could adversely affect our operations and financial performance.
Such events could result in physical damage to, or the complete loss of, one or more of our properties, the closure of one or more stores, clubs and distribution or fulfillment centers, limitations on store or club operating hours, the lack of an adequate work force in a market, the inability of customers and associates to reach or have transportation to our stores and clubs affected by such events, the evacuation of the populace from areas in which our stores, clubs and distribution and fulfillment centers are located, the unavailability of our digital platforms to our customers, changes in the purchasing patterns of consumers (including the frequency of visits by consumers to physical retail locations, whether as a result of limitations on large gatherings, travel and movement limitations or otherwise), such as Hurricane Otis that impacted our stores and operations around Acapulco,
Mexico in fiscal 2024, although not material to our consolidated financial performance. Moreover, these disasters and events can negatively impact consumers' disposable income, the temporary or long-term disruption in the supply of products from some suppliers, the disruption in the transport of goods from overseas, the disruption or delay in the delivery of goods to our distribution and fulfillment centers or stores within a country in which we are operating, the reduction in the availability of products in our stores, increases in the costs of procuring products as a result of either reduced availability or economic sanctions, increased transportation costs (whether due to fuel prices, fuel supply or otherwise), the disruption (whether directly or indirectly) of critical infrastructure systems, banking systems, utility services or energy availability to our stores, clubs and our facilities and the disruption in our communications with our stores.
stores, clubs and our other facilities.Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions, drought or rising sea levels) or transition risks (such as regulatory or technology changes) are expected to be widespread and unpredictable. TheseCertain impacts of physical risk may include: temperature changes over time couldthat increase the heating and cooling costs at stores, clubs and distribution or fulfillment centers; extreme weather patterns that affect for example, the availability and costproduction or sourcing of certain commodities; flooding and extreme storms that damage or destroy our buildings and inventory; and heat and extreme weather events that cause long-term disruption or threats to the habitability of the communities in which we operate. Relative to transition risk, certain impacts may include: changes in energy and commodity prices driven by climate-related weather events; prolonged climate-related events affecting macroeconomic conditions with related effects on consumer products, commoditiesspending and energy (including utilities), which in turn may impact our ability to procure those certain goods or services required for the operationconfidence; stakeholder perception of our business at the quantitiesengagement in climate-related policies; and levels we require.new regulatory requirements resulting in higher compliance risk and operational costs.
We bear the risk of losses incurred as a result of physical damage to, or destruction of, any stores, clubs and distribution or fulfillment centers,centers; theft, loss or spoilage of inventoryinventory; and business interruption caused by such events. These events and their impacts could otherwise disrupt and adversely affect our operations in the areas in which they occur and could materially adversely affect our financial performance. Moreover, our operations in the U.S. comprise a significant portion of our financial and operational performance. Therefore, any of the above matters that uniquely impact or are specifically concentrated in the U.S. could materially adversely affect our financial and operational performance.
Risks associated with our suppliers could materially adversely affect our financial performance.
The products we sell are sourced from a wide variety of domestic and international suppliers. Global sourcing of many of the products we sell is an important factor in our financial performance. We expect our suppliers to comply with applicable laws, including labor, safety, anti-corruption and environmental laws, and to otherwise meet our required supplier standards of conduct. Our ability to find qualified suppliers who uphold our standards, and to access products in a timely and efficient manner and in the large volumes we may demand, is a significant challenge, especially with respect to suppliers located and goods sourced outside the U.S.
Political and economic instability, as well as other impactful events and circumstances (such as pandemic recovery related challenges, including supply chain disruption and production, labor shortages and increases in labor costs) in the countries in which our suppliers and their manufacturers are located (such as the ongoing COVID-19 pandemic),or regions goods are transported from or through, the financial instability of suppliers, suppliers not having the financial ability or capacity to fulfill their indemnification obligations to us if called upon, thereby exposing us to the full cost of risks and claims, suppliers' failure to meet our terms and conditions or our supplier standards (including our responsible sourcing standards), labor problems experienced by our suppliers and their manufacturers, the availability of raw materials to suppliers, merchandise safety and quality issues, disruption or delay in the transportation of merchandise from the suppliers and manufacturers to our stores, clubs and other facilities, including as a result of labor slowdowns at any port at which a material amount of merchandise we purchase enters into the markets in which we operate, currency exchange rates, transport availability and cost, transport security, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.
In addition, the U.S. foreignand international trade policies, tariffs and other impositionsrestrictions on importedthe exportation and importation of goods, trade sanctions imposed onbetween certain countries and entities, the limitation on the exportation or importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond our control. These and other factors affecting our suppliers and our access to products could adversely affect our operations and financial performance.
If the quality or safety of products we sell are not safein stores or otherwise failonline fails to meet our customers' expectations or regulatory standards, we could lose customers, incur liability for any injuries sufferedcaused by customers using or consuming a product we sell or otherwise experience a material impact to our brand, reputation and financial performance. We are also subject to reputational and other risks related to third-party sales on our digital platforms.
Our customers count on us to provide them with safe products. Concerns regardingquality products at an affordable price. Occasionally, the safetyquality of food and non-food products that we source from our suppliers fails to meet customer expectations. In many cases, these products are subject to regulatory action or that we preparerecall. For general merchandise, this could be because the product fails to meet safety standards. For food products, it could be because the product is a source of foodborne illness. For health and then sellwellness products, it could be because the product does not produce the expected result for the customer or harms the customer. Any of these factors could cause customers to avoid purchasing certain products from us, or to seek alternative sources of supply for all of their food and non-food needs,choose to buy products from a different retailer, even if the basis for the concernquality issue is
outside of our control. Any lost confidence on the part of our customers would be difficult and costly to reestablishreestablish. When a product we sell does not meet quality or safety standards, there is an increased risk of liability for harm the product may cause our customers. While we rely on our suppliers to meet our safety and suchquality expectations, and to indemnify us if their products also expose usdo not, certain suppliers may not have the financial capacity or ability to productfulfill their indemnification obligations. In that case, we are exposed to the full cost of liability or food safety claims. As such, anyAny issue regarding the quality or safety of any food or non-food itemsproducts we sell, regardless of the cause, could adversely affect our brand, reputation and financial performance. In addition, third-parties sell goods
If the quality or safety of products offered for sale on someour third-party marketplace fails to meet our customers' expectations or regulatory standards, we could be held directly liable, lose customers, become subject to regulatory enforcement or otherwise experience reputational harm.
Some of the products customers buy from our digital platforms,website are sold by third parties, which we refer to as marketplace transactions. Whether lawsWhile that transaction ultimately occurs between the third-party seller and the customer, some regulators and courts have taken a view that the retailer is responsible for marketplace transactions that occur on a retailer's digital platform. Unsettled law on whether a retailer is responsible for intellectual property or product liability claims related to such sales apply to us is currently unsettled and anymarketplace transactions creates additional risk. Any unfavorable changes or legal interpretations could further expose us to liability. In addition, poor quality or safety of third-party products offered for sale on our platforms could erode customer trust, leading to loss of sales, reduction in transactions and deterioration of our competitive position. In addition, we may face reputational, financial and other risks, including liability, for third-party sales of goodsproducts offered for sale on our platform that are controversial, counterfeit, pirated or otherwise failstolen or that infringe the intellectual property rights of others. We may not be able to comply with applicable law.collect sufficient damages for these types of breaches from third-party sellers. Furthermore, a regulator may view us as having responsibility for regulatory compliance of the third-party products offered for sale on our platform. Although we have marketplace compliance controls in place and impose contractual terms on sellers that are intended to prohibit sales of certain type ofnon-compliant products, we may not be able to detect,prevent sellers from offering prohibited items for sale, enforce such terms, or collect sufficient damages for breaches of such agreements.fully protect against regulatory risk. Any of these events could have a material adverse impact on our business and results of operations and impede the execution of our eCommerce growth and enterprise strategy.
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 cyberattacks from cyberattackersa variety of threat actors, including both cybercriminals and sophisticated organizations including nation states),state-sponsored actors, catastrophic events such as fires, major or extended winter storms, tornadoes, earthquakes and hurricanes, and usage errors by our associates or contractors. Ourcontractors, civil or political unrest or armed hostilities. The availability of our information systems and the integrity of data 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 our 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 may experience loss or corruption of critical data as well as suffer interruptions in our business operations in the interim. Any interruption to the availability of our information systems or corruption of our data may have a material adverse effect on our business or results of operations. In addition, the cost of securing our systems against failure or attack is considerable, and increases in these costs, particularly in the wake of a breach or failure, could be significant.
In addition, we are constantly updatingfrequently 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 the fiscal year ended 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 omni-channel business globally, could be materially adversely affected.
Increasingly, customers are using computers, tablets and smart phones to shop with us and with our competitors and to do comparison shopping. We use social media, online advertising and email to interact with our customers and as a means to enhance their shopping experience. As a part of our omni-channel sales strategy, we offer various pickup, delivery and shipping programs 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-channelOmni-
channel retailing is a rapidly evolving part of the retail industry and of our operations around the world.world, and we continue to make investments in supply chain automation to support our 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, a faulty implementation or a cybersecurity incident, 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.
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 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.
Like most retailers, we process in our information systems personal information and/or payment information about our customers and members, and we also process 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 this information is stored digitally in connection with the digital platforms and technologies that we use to conduct and facilitate our various businesses.We utilize third-party service providers for a variety of reasons, including, without limitation, for digital storage technology, compute capacity, 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 disrupting or obtaining access to information systems or information stored in digital and other storage media are becoming increasingly sophisticated and frequent, and in some cases, they may lead to successful attacks. Unauthorized activities directed against information systems and devices, whether our own or those of our third-party service providers and vendors, have resulted in cybersecurity incidents, including malware, ransomware, denial of service attacks or phishing incidents. We expect that our information systems and those of our third-party service providers, vendors and suppliers will continue to experience such attempted attacks in the future, which could include disruptions to our supply chain system.Cyberattacks and threat actors can be sponsored by particular nation-states, or be the work of sophisticated criminal organizations, insiders (including our associates or contractors) or third parties, each with a wide-range of motives and expertise. We and the businesses with which we interact have experienced and continue to experience incidents and threats to data and information systems.These incidents and threats have included and are likely to continue to include both random and targeted cyberattacks, computer viruses, phishing incidents, worms, bot attacks, ransomware or other destructive or disruptive software and attempts to misappropriate customer information, including credit card and payment information, and cause system failures and disruptions. The increased use of remote work infrastructure in recent years has also increased the possible attack surfaces to be exploited. Our logging capabilities, or the logging capabilities of third parties, are also not always complete or sufficiently detailed, affecting our ability to fully investigate and understand the scope of security events. As noted above, some of our information systems and those of our third-party service providers have experienced cybersecurity incidents or breaches and, although to date they have not had a material adverse effect on our operating results, there can be no assurance of a similar result in the future.
Our digital platforms, which are increasingly important to our business and continue to grow in complexity and scope, and the systems on which they run, including those applications and systems used in ourlegacy operations and acquired eCommerce, technology or other businesses, are regularly subject to cyberattacks. Those attacks involve attempts to impede the operations of our system or gain unauthorized access to our eCommerce websites (including marketplace platforms) or mobile commerce applications to obtain and misuse customers' or members' information including personal information and/or payment information and related risks discussed in this ItemItem 1A. Such attacks, if successful, may result in addition to potential data misuse and/or loss and may also create denials of service or otherwise disable, degrade or sabotage the information systems that enable or support one or more of our digital platforms or otherwise significantly disrupt our customers' and members' shopping experience, our supply chain integrity and continuity and our ability to efficiently operate our business.If we are unable to maintain the security of the information systems that enable or support our digital platforms and keep them operating within acceptable parameters, we could suffer loss of sales, reductions in 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 misused, any of which events could have a material adverse impact on our business and results of operations and impede the execution of our strategy for the growth of our business.
Any failure to maintain the security of the information relating to our company, customers, members, associates and vendors, whether as a result of cybersecurity attacks on our information systems or otherwise, could damage our reputation, result in litigation or other legal actions against us, cause us to incur substantial additional costs, and materially adversely affect our business and operating results.
Like most retailers, we receive and store in our information systems personal information about our customers and members, and we receive and store personal information concerning our associates and vendors. Some of that information is stored digitally in connection with our digital platforms. We also utilize third-party service providers for a variety of reasons, including, without limitation, for digital storage technology, content delivery to customers and members, back-office support, and other functions. Such providers may have access to information we hold about our customers, members, associates or vendors. In addition, our eCommerce operations depend upon the secure transmission of confidential information over public networks, including information permitting cashless payments.
Cyber threats are rapidly evolving and those threats and the means for obtaining access to information in digital and other storage media are becoming increasingly sophisticated. Cyber threats and cyberattackers can be sponsored by countries or sophisticated criminal organizations or be the work of 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 targeted malicious cyberattacks, computer viruses, worms, bot attacks, ransomware or other destructive or disruptive software and attempts to misappropriate customer information, including credit card and payment information, and cause system failures and disruptions. The increased use of remote work infrastructure due to the COVID-19 pandemic has also increased the possible attack surfaces. Some of our systems and third-party service providers' systems have experienced limited security breaches or incidents and although they did not have a material adverse effect on our operating results, there can be no assurance of a similar result in the future.
Associate error or malfeasance, faulty password management, social engineering or other vulnerabilities and irregularities may also result in a defeat of our security measures or those of our third-party service providers' security measuresproviders and a compromise or breach of our or their information systems. Moreover, the hardware, software or applications we usethat comprise our information system and networked environment may have inherent vulnerabilities or defects of design, coding, manufacture or operations orthat could be inadvertentlyintentionally exploited or intentionally implemented orinadvertently used in a manner that could compromise information security. Given the age, size and complexity of these information systems and our networked environment, patches for certain vulnerabilities may not exist and, even where patches or other risk-mitigating activities are available, the deployment of patches or execution of risk-mitigating actions may not occur before an underlying vulnerability is exploited by threat actors or inadvertently results in the compromise of our information systems or data.
Any compromise of our data securityinformation systems or of those of businesses with which we interact, which results in regulated data or 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 or data 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, or detect the activities of a threat actor. Even if we detect a cybersecurity incident, the nature and we or our third-party service providersextent of that cybersecurity incident may not discover any security breach, vulnerability or compromisebe immediately clear. Based on the sophistication of the threat actors and the size and complexity of our information forsystems and networked environment, among other factors, an investigation into a cybersecurity incident could take a significant periodamount of time afterto complete. We may not understand or appreciate that what is detected and treated as multiple individual cybersecurity incidents or events may be associated with the securitycoordinated actions of a single threat actor. In addition, while our investigation of a cybersecurity incident occurs. is ongoing, we may not know the full extent of the harm caused by a threat actor, and such harm may spread both internally and to certain customers, vendors, or other third parties. These factors may inhibit our ability to provide rapid, complete and reliable information about the cybersecurity incident to customers, counterparties and regulators, as well as the public. It may also not be clear how best to contain and remediate any harm caused by the cybersecurity incident, and certain errors or actions could be repeated or compounded before they are discovered and remediated. Any or all of these factors could further increase the costs and consequences of a cybersecurity incident on our business operations, financial position and results of operations.
To the extent that any cyberattack, ransomware or incursion in our or 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 associate error or malfeasance, 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 other third parties that we interact with on a regular basis.
In addition, such security-relatedOur reputation with our customers and members is important to the success of our enterprise strategy, which combines traditional retail, membership models, marketplaces, financial services, healthcare, and other customer and business services into a series of interconnected assets to make it seamless for customers to interact with 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, growth rates, operating income, results of operations, financial position, cash flows and liquidity. Such events could also result in the release to the public of confidential information about our operations and financial 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 compromise or operationally impactful malware event, such as ransomware, event could require us to devote significant management resources to address the problems created by the issue and to expend significant additional resources to upgrade further the security measures we employ to guard personal and confidential information against cyberattacks and other attempts to access or otherwise compromise such information and could result in a disruption of our operations, particularly our digital 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 ofor our information technology systemsthird-party suppliers maintain are able to detect, prevent contain or detectcontain cyberattacks, cyberterrorism, security incidents, breaches or other compromises from known malware, or ransomware or other threats that are known or may be developed in the future. In certain circumstances, 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 process is compromised, which liabilities could be substantial.
Additionally, through various financial service partners and our ONE fintech venture, we offer various services such as money (wire) transfer services,transfers, digital payment platforms, bill payment, money orders, and check cashing, prepaid access, co-branded credits cards, installment lending and we sell prepaid cards and gift cards. We further offer co-branded credit cards and installment loans through financial services partners.earned wage access. These products and services require us to comply with legal and regulatory requirements, including globalthose related to privacy, information security, anti-money laundering and sanctions regimes and consumer protection, under both U.S. state and federal laws and regulations, as well as international, federal and state consumer financial laws and regulations.those of certain other countries. Failure to comply with these laws and regulations could result in fines, sanctions, penalties and harm to our reputation.
The CompanyWe also hashave compliance obligations associated with new privacy laws enacted to protect and regulate the collection, use, retention, disclosure and transfer of personal information, which include statutory liability for security and privacy breaches. Among other obligations, breaches may trigger obligations under U.S. federal and state laws and those in certain other countries to notify affected individuals, government agencies and the media. Consequently, cybersecurity attacksincidents that causeresult in a data breach could subject us to fines, sanctions and other legal liability and harm our reputation.
Changes in the resultsthird-party reimbursements and contracts, type or scope of offerings of our health and wellness business or the Walmart Health business could adversely affect our overall results of operations, cash flows and liquidity.
Walmart hasWe have 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 well as the recent addition ofCanada and Mexico. We also provide management services to Walmart Health Centerscenters that offer medical, dental, behavioral health and other health services in a number of states. states, as well as a national telehealth service provider. In addition, our 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 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 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 including competitors offering online retail pharmacy options with and/or without home delivery options; further consolidation and strategic alliances among 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; failure to meet any performance or incentive thresholds to which our level of 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 additional changes 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 suchthe 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 opportunitiesopportunities. 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 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'sour 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, attract or 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 revisednovel interpretations of existing labor laws, rules or regulations or healthcare laws, including those related to worker classification, 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, growth rates, eCommerce growth rates, advertising and other higher-margin initiatives (which is expected to help drive our operating income growth at a rate faster than net sales over the long term), 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'sour 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 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 have had adverse 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 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, clubs and clubseCommerce platforms 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 adversely affected, and may continue to adversely affect, our results of operations.
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 businessand eCommerce businesses in Africa, Canada, Central America, Chile, China, India and Mexico.
During fiscal 2021,2024, our Walmart International operations generated approximately 22%18% of our consolidated net sales. Walmart International's operations in various countries also 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, (suchsuch 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),India, restrictive governmental actions (such as trade protection measures)measures or nationalization), antitrust and competition law regulatory matters (such as the competition investigations currentlythose underway in Canada, Mexico related to our subsidiary Wal-Mart de Mexico, in Canada related to our subsidiary Wal-Mart Canada and competition proceedings in India related(relating 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.
Changing our operations in accordance with new or changed restrictions on international trade or newly imposed sanctions can be expensive, time-consuming and disruptive to our operations, and such restrictions can be announced with little or no advance notice and we may not be able to effectively mitigate all adverse impacts from such measures. In addition, tensions between nation-state governments and conflicts of laws may lead to challenges for our operations. If disputes and conflicts further escalate in the future, actions by governments in response could be significantly more severe and restrictive and could adversely affect our business or financial performance and our reputation. Political uncertainty surrounding trade and other international disputes could also have a negative effect on consumer confidence and spending, which could also adversely affect our business or financial performance and our reputation. 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,recur, 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 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 or U.S. sanctions laws and regulations or the laws and regulations of other countries. We maintain a global policy prohibitingpolicies which appropriately regulate such business practices and have in place a global anti-corruption compliance programprograms 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 prohibitedappropriately regulated 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 subject us to fines and penalties and adversely affect our business or financial performance and our reputation.
Changes in tax and trade laws, regulations and regulationsinterpretations could materially adversely affect our financial performance.
In fiscal 2021,2024, our Walmart U.S. and Sam's Club operating segments generated approximately 78%82% 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 andas well as our business.
We are subject to income taxes, and other taxes and tax collection and reporting obligations 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.principles and the interpretations of those rules. In addition, we also may not have sufficient notice to enable us to build systems and adopt processes to properly comply with new reporting or collection obligations by the effective date of those obligations.
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, and changes in transfer pricing arrangements with our subsidiaries, any of which can impact our or our subsidiaries current and future years' tax provision. The effect of such changes in tax law, changes in administrative interpretations of existing tax laws or changes in transfer pricing arrangements could also 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") significantly changed federal income tax laws that affect U.S. corporations and additional guidance from the U.S. Treasury Department, the IRS, and other standard-setting bodies is still pending.corporations. As further guidance is issued by these taxing authorities,the U.S. Treasury Department, the Internal Revenue Service, 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 Companyus or unexpected changes in our estimates, may require us to incur additional costs and could affect our results of operations.
In addition, in response to significant market volatility and disruptions to business operations resulting from the global spread of COVID-19, legislatures and taxing authorities in 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 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 taxed. In particular, the OECD's Pillar Two initiative introduces a 15% global minimum tax applied on a country-by-country basis, which became effective in many jurisdictions in which we operate starting January 1, 2024. The impact 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 effective tax rate.
Furthermore, 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, legislation and legislation.interpretations. 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 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 environmentsbusinesses and jurisdictions in which we operate could materially adversely affect our reputation, market position or our business and financial performance.
We operate in complex regulated environments in the 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 health and wellness operations in the 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 and reimbursement arrangements affecting our health and wellness operations. The regulations to which we are subject include, but are not limited to: federal and staterestrictions; registration and regulation of pharmacies; dispensing and sale of controlled substances and products containing pseudoephedrine; applicable governmental payer regulations including(including Medicare and Medicaid;Medicaid) and commercial reimbursement; data privacy and security laws and regulations including the Health Insurance Portability and Accountability Act, the Affordable Care Act, laws and regulations relating to the protection of the environment and health and safety matters, including those governing exposure to, and the managementsharing and disposalinteroperability of hazardous substances; regulations regarding fooddata, including obligations and drug safety includingrestrictions 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. Foodhealthcare services; relationships with referral
sources and Drug Administration (the "FDA")referral recipients and the Drug Enforcement Administration (the "DEA"), trade regulations includingother fraud and abuse issues, such as those of the U.S. Federal Trade Commission,addressed by anti-kickback 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;laws and patient inducement regulations; qualification of healthcare practitioners; quality and federalstandards of medical services and state laws governing health care fraud and abuseequipment; and the practice of the professions of pharmacy, optical caremedical, dental and health care 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 U.S., the DEADrug 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 controlledstate-controlled substance acts and related regulations governing the sale, dispensing, disposal and holding of controlled substances. The DEA, the FDAU.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 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 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 cybersecurity and the sharing and interoperability of data; working conditions, workplace health and safety, equal employment opportunity, worker classification, employee benefit and other labor and employment matters, laws and regulations related to competition and 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 such as our money transfer agent services, are subject to U.S. and international legal and regulatory requirements, including those intended to help detect and prevent money laundering, sanctions, fraud and other illicit activity, as well as consumer financial protection. Weprotections and sanctions laws. Failure to meet these requirements could affect the profitability of our business activities; limit our ability to pursue business opportunities or conduct business in certain jurisdictions; require changes to business practices or governance or alter our relationships with our customers, partners and other third parties, including our ability to continue certain relationships in Mexico, India or other international jurisdictions; result in increased costs related to regulatory oversight and compliance, litigation-related settlements, judgments or expenses, restitution to customers or the imposition of fines or monetary penalties. Increased U.S. regulation of non-bank financial institutions may also result in additional requirements and scrutiny of certain financial services we offer.
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 also subjectrequired to datacontrol, assess and report.
Data privacy and protection laws regulatingor customer expectations relating to the collection, use, retention, disclosure, transfer and processing of personal information continue to undergo a rapid transformation in the U.S. and in non-U.S. jurisdictions. Recently enacted state laws, such as the California Consumer ProtectionPrivacy Act (“CCPA”("CCPA"), which was recently significantly modified by the California Privacy Rights Act (“CPRA”), as wellin a number of states that have become effective, or will soon be effective, have created a substantially more complex regulatory regime associated with data-handling practices. Moreover, other laws and regulations related to data-handling and privacy that apply to our business, such as the Illinois Biometric Information Privacy Act, the European Union’sUnion's General Data Protection Regulation (“GDPR”("GDPR"). The potential effects, the United Kingdom's General Data Protection Regulation (which implements the GDPR into U.K. law), China's Personal Information Protection Act ("PIPL"), and similar legislation in Quebec Canada further increases the compliance obligations of our business. Certain of these laws are far-reaching and may requirehave required us to modify our data processing practices and policies and to incur substantial costs and expenses to comply. Incomply, which we anticipate will continue in the future. These and other privacy and cybersecurity laws may carry significant potential damages and civil penalties for noncompliance. For example, in the 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 (i.e., revenue) in the prior year. These administrative fines are discretionary and based, in each case, on a multi-factored approach. The CCPAFurther, PIPL took effect in China in November 2021. PIPL raises the protection requirements for processing personal information and CPRA give California residents expandedrequires government approval to either allow the access of personal information in China by someone outside of China or conduct personal data transfers outside of China. Fines for PIPL violations range from approximately RMB 50 million to up to 5% of
the infringing company's previous year's revenues generated from within China. We have made changes, and we may in the future make additional adjustments to our business practices, to comply with the personal information protection laws and regulations in China as they evolve. Residents in jurisdictions with comprehensive privacy laws have rights to access, correct and require deletion of their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPAused and CPRA provide for civil penalties for violations, as well asmay have a private right of action for data breaches. Furthermore, our marketing and customer engagement activities are subject to communications privacy laws such as the Telephone Consumer Protection Act. We may 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 adverse publicity, impact our reputation and could require a costly response from and defense by us.
The impact of new laws, regulations and policies and the related interpretations, 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, require significant capital 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.
WhileIn addition, we strivemay face audits or investigations by one or more government agencies relating to adhere our practicescompliance with applicable laws and procedures toregulations. The regulatory, political and media scrutiny we face, which may continue, amplifies these laws, they are subject to evolving regulations, interpretations and regulator discretion.risks. To the extent a regulator or court disagrees with our interpretation of these laws and determines that our practices are not in compliance with applicable laws and regulations, we could 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 governmentlicenses and certifications; loss of authorizations to participate in or exclusion from government programs, including the Medicare and Medicaid programs in the U.S.; loss of licenses; termination from contractual relationships, including those with our drug suppliers and third-party payers; and significant fines or monetary damages and/or penalties. In addition, failuredamages. Failure to comply with applicable legal or regulatory requirements in the 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 position and results of operations.
We are subject to risks related to litigation and other legal proceedings that may materially adversely affect our results of operations, financial position and liquidity.
We operate in a highly regulated and litigious environment. We are involved in legal proceedings, including litigation, arbitration and other 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 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.
The Company has alsoWe have been responding to subpoenas, information requests and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids and isopioids. We are also a defendant in numerous litigation proceedings related to opioids, including the consolidated multidistrict litigation entitled In re National Prescription Opiate Litigation (MDL No. 2804), currently pending in the U.S. District Court for the Northern District of Ohio.Ohio and a lawsuit filed against us by the United States Department of Justice in the District of Delaware in 2020. Similar cases that name the Companyus also have also been filed in state courts by state, local and tribal governments, health carehealthcare providers and other plaintiffs. Plaintiffs in these cases are seeking compensatory and punitive damages, as well as injunctive relief including abatement. On October 22, 2020, the Company filedWe have entered into a declaratory judgment action in the U.S. District Court for the Eastern District of Texas against the U.S. Department of Justice (the “DOJ”) and the U.S. Drug Enforcement Administration, asking a federal courtsettlement framework to clarify the roles and responsibilities of pharmacists and pharmacies as to the dispensing and distribution of opioids under the Controlled Substances Act (the “CSA”). The Company’s action was dismissed and the Company is appealing the decision. On December 22, 2020, the DOJ filed a civil complaint against the Company in the U.S. District Court for the District of Delaware alleging that the Company unlawfully dispensed controlled substances from its pharmacies and unlawfully distributed controlled substances to those pharmacies in violation of the CSA. The DOJ is seeking civil penalties and injunctive relief. The Company filed a motion to dismiss the DOJ complaint on February 22, 2021. In addition, the Company is the subject of two securities class actions alleging violations of the federal securities laws regarding the Company’s disclosures with respect to opioids filed in the U.S. District Court for the District of Delaware on January 20, 2021 and March 5, 2021 purportedly on behalf of a class of investors who acquired Walmart stock from March 30, 2016 through December 22, 2020. A derivative action was also filed by one of the Company's shareholders in the U.S. District Court for the District of Delaware on February 9, 2021 alleging breach of fiduciary duties againstresolve certain of its currentthese matters and former directors with respect to oversightaccrued a liability for approximately $3.3 billion, almost all of the Company’s distribution and dispensing of opioids.
The Companywhich was paid in fiscal 2024. We cannot predict the ultimate number of suchopioids-related claims that may be filed or their outcomes and cannot reasonably estimate any loss or range of loss that may arise from opioids-related 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 our acquisition of a majority stake in Flipkart in 2018. Also, in October 2023, the main Mexican operating subsidiary of Wal-Mart de México was notified of the initiation of a quasi-judicial administrative process against it for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such claimsconsumer
goods and related services. Because this process is at an early stage, we cannot provide any assurance as to the related opioid matters.scope and outcome of this matter, and cannot reasonably estimate any loss or range of loss that may arise from this matter.
We can provide no assurance as to the scope or outcome of any proceeding that might result from the notice, the amount of proceeds we may receive in indemnification, and can provide no assurance as to whether there will be a material adverse effect to our business or Consolidated Financial Statements. We are also a defendant in litigation with the Federal Trade Commission regarding our 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 our consumer fraud prevention program and anti-money laundering compliance related to our money transfer services, where we are an agent. We are 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 our 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 3. LegalLegal 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, or limit our shareholders’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 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 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’sshareholder'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 such persons. Alternatively, if a court were to find these provisions of our bylaws inapplicable to, or 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 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 not able to satisfy varied stakeholder expectations with respect to our ESG goals.
We strive to deliver shared value through our business and our diverse stakeholders expect us to make significant progress in certain ESG priority issue areas. Stakeholder expectations regarding ESG matters continue to evolve and are not uniform. We have established, and may continue to establish, various goals and initiatives on these matters, including with respect to climate change initiatives. We cannot guarantee that we will achieve these goals and initiatives. Any failure, or perceived failure, by us to achieve these goals and initiatives or to otherwise meet evolving and varied stakeholder expectations could adversely affect our reputation. We periodically publish information about our ESG priorities, strategies and 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 goals. Certain challenges we face in the achievement of our ESG objectives are also captured within our ESG reporting, which is not incorporated by reference into and does not form any part of this Annual Report on Form 10-K. A failure or perceived failure to meet our goals could adversely affect public perception of our business, associate morale or customer or shareholder support.
| | | | | |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
Walmart seeks to build and maintain the trust of customers, associates, shareholders and other stakeholders with respect to our use of technology and data. Our digital trust commitments, in line with our Company's values of service, excellence, integrity and respect for the individual, provide a foundation for our approach to cybersecurity.
The Board of Directors, committees of the Board of Directors and management coordinate risk oversight and management responsibilities, and cybersecurity represents an important component of our overall approach to enterprise risk management. In general, we seek to address cybersecurity risks through a cross-functional approach focused on protecting business operations and preserving the confidentiality, integrity and availability of information by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Board of Directors' oversight of risks from cybersecurity threats
Our Board of Directors, which has primary responsibility for overseeing risk management, has delegated risk management oversight responsibility for information systems, information security, data privacy and cybersecurity to the Audit Committee. Several of our Board members, including certain members of our Audit Committee, have backgrounds or professional experience in risk management, digital platforms, information technology or cybersecurity.
The Audit Committee receives periodic updates from our Chief Information Security Officer ("CISO"), Chief Technology Officer ("CTO") and other members of management on risks related to information systems, information security, data privacy and cybersecurity. Specific topics may include updates to our company's approach to cybersecurity risk management; recent developments; key initiatives; the threat landscape; trends; and the results of certain assessments and testing. The Board of Directors receives regular reports from the Audit Committee chair on these and other risk-related matters as deemed necessary. Our CISO or other members of management provide information to the Audit Committee pursuant to risk-based escalation protocols for cybersecurity incidents that exceed established reporting thresholds.
Management's role in assessing and managing material risks from cybersecurity threats
Our CISO leads Walmart's Information Security organization and has responsibility for overseeing our Company's cybersecurity program. To operationalize our program, we deploy multidisciplinary teams, including cybersecurity personnel and professionals, to address cybersecurity threats and respond to cybersecurity incidents, including for those non-wholly owned subsidiaries whose systems have not been fully integrated into Walmart's networks. Through ongoing engagement with these teams and certain third-party service providers, our CISO monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and reports cybersecurity incidents that reach established thresholds to senior management and the Audit Committee, which are also analyzed for external reporting requirements.
Our CISO has been a Walmart associate for over 30 years, has served in various roles in information technology and information security at Walmart for almost 20 years, and has received industry-recognized information security certifications. Our CTO, to whom the CISO reports, has served as Walmart's CTO since 2019 and prior to that had experience managing technology and other risks at several other large public companies.
Risk Management and Strategy
Our cybersecurity program is informed by various industry frameworks including the National Institute of Standards and Technology Cybersecurity Framework for Improving Critical Infrastructure Cybersecurity (NIST-CSF Version 1.1), which are reflected in our related policies, standards, processes and practices. We may implement changes to our cybersecurity program when deemed necessary based on updates to industry standards among other things. We have multiple layers of security designed to detect and block cybersecurity events, as well as dedicated teams of cybersecurity personnel and professionals, which assist our CISO in helping to assess, identify, monitor, detect and manage cybersecurity risks, threats, vulnerabilities and incidents. We collaborate with public and private entities and industry groups and engage third-party service providers to expand the capabilities and capacity of our cybersecurity program when deemed necessary. Certain key components of our cybersecurity program include the following:
Protecting our technology and information systems: When we implement significant changes to our technologies or information systems, we conduct risk-based security and privacy impact assessments and deploy technical safeguards that are designed to reasonably protect our technology and information systems from cybersecurity threats. We actively monitor and proactively research potential cybersecurity threats to our technologies and information systems. We use what we learn to evolve our security controls over time to mitigate risks posed by such threats.
Incident response and recovery planning: We maintain incident response and recovery plans that address our response to cybersecurity incidents, including incidents that we become aware of at third parties that support our operations. These plans guide how we evaluate and assign incident severity levels and reporting thresholds; escalate and engage incident response teams; and manage and mitigate the related risks.
Third-party risk management: We maintain a risk-based approach to identifying and managing cybersecurity threats presented to Walmart by third-party systems that support our operations, as well as third-party users of our data and systems, including vendors, service providers and subcontractors.
Training and awareness: We provide recurring information security training (which includes cybersecurity training) to our associates and certain third parties based on access, risk, roles, policies, standards and behaviors.
Assessments and testing: We engage in periodic assessment and testing of our policies, standards, processes and practices that are designed to address cybersecurity threats. These efforts include tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We regularly engage third parties to assist with our assessments and testing. Where appropriate we adjust our cybersecurity policies, standards, processes and practices accordingly based on internal and external assessment and testing results.
Certain of Walmart's systems and those of our third-party service providers have experienced cybersecurity incidents and threats. Based on the information available as of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. Despite our security measures, however, there can be no assurance that we, or the third parties with which we interact, will not experience a cybersecurity incident in the future that will materially affect us. Additional information about cybersecurity risks we face is discussed in "Item 1A.Risk Factors," which should be read in conjunction with the information above. United States
The Walmart U.S. and Sam's Club segments comprise the Company's operations in the U.S. As of January 31, 2021,2024(1), retail 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 | | | 37 | | | 9 | | | 127 | |
| California | | 142 | | | 71 | | | 78 | | | 29 | | | 320 | |
| Colorado | | 70 | | | 4 | | | 18 | | | 17 | | | 109 | |
| Connecticut | | 12 | | | 21 | | | 1 | | | 1 | | | 35 | |
| Delaware | | 6 | | | 3 | | | — | | | 1 | | | 10 | |
| Florida | | 232 | | | 9 | | | 98 | | | 46 | | | 385 | |
| Georgia | | 154 | | | 2 | | | 35 | | | 24 | | | 215 | |
| Hawaii | | — | | | 10 | | | — | | | 2 | | | 12 | |
| Idaho | | 23 | | | — | | | 3 | | | 1 | | | 27 | |
| Illinois | | 139 | | | 15 | | | 12 | | | 25 | | | 191 | |
| Indiana | | 97 | | | 6 | | | 11 | | | 13 | | | 127 | |
| Iowa | | 58 | | | 2 | | | — | | | 9 | | | 69 | |
| Kansas | | 58 | | | 2 | | | 16 | | | 9 | | | 85 | |
| Kentucky | | 78 | | | 7 | | | 9 | | | 9 | | | 103 | |
| Louisiana | | 88 | | | 2 | | | 34 | | | 14 | | | 138 | |
| Maine | | 19 | | | 3 | | | — | | | 3 | | | 25 | |
| Maryland | | 30 | | | 18 | | | 3 | | | 11 | | | 62 | |
| 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 | | 80 | | | 17 | | | 9 | | | 12 | | | 118 | |
| North Carolina | | 143 | | | 6 | | | 45 | | | 22 | | | 216 | |
| North Dakota | | 14 | | | — | | | — | | | 3 | | | 17 | |
| Ohio | | 139 | | | 6 | | | 2 | | | 27 | | | 174 | |
| Oklahoma | | 81 | | | 7 | | | 35 | | | 13 | | | 136 | |
| Oregon | | 29 | | | 7 | | | 10 | | | — | | | 46 | |
| Pennsylvania | | 116 | | | 20 | | | 3 | | | 24 | | | 163 | |
| Puerto Rico | | 13 | | | 5 | | | 12 | | | 7 | | | 37 | |
| Rhode Island | | 5 | | | 4 | | | — | | | — | | | 9 | |
| South Carolina | | 84 | | | — | | | 26 | | | 13 | | | 123 | |
| South Dakota | | 15 | | | — | | | — | | | 2 | | | 17 | |
| Tennessee | | 117 | | | 1 | | | 20 | | | 14 | | | 152 | |
| Texas | | 392 | | | 18 | | | 110 | | | 82 | | | 602 | |
| Utah | | 41 | | | — | | | 13 | | | 8 | | | 62 | |
| Vermont | | 3 | | | 3 | | | — | | | — | | | 6 | |
| Virginia | | 110 | | | 4 | | | 21 | | | 15 | | | 150 | |
| Washington | | 52 | | | 10 | | | 5 | | | — | | | 67 | |
| 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 | | 3,570 | | | 374 | | | 799 | | | 599 | | | 5,342 | |
Square feet (in thousands) | | 634,154 | | | 39,464 | | | 29,414 | | | 80,239 | | | 783,271 | |
International
The Walmart International segment comprises the Company's operations outside of the U.S. Unit counts as of January 31, 2021(1) for Walmart International are summarized by major category for each geographic market as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Geographic Market | | Retail | | Wholesale | | Other(2) | | Total | | Square feet(3) |
Africa(4) | | 332 | | | 91 | | | — | | | 423 | | | 24,537 | |
| Canada | | 408 | | | — | | | — | | | 408 | | | 52,976 | |
Central America(5) | | 855 | | | — | | | — | | | 855 | | | 13,724 | |
| Chile | | 352 | | | 6 | | | — | | | 358 | | | 15,932 | |
| China | | 403 | | | 31 | | | — | | | 434 | | | 69,312 | |
| India | | — | | | 29 | | | — | | | 29 | | | 1,569 | |
Japan(6) | | 328 | | | — | | | — | | | 328 | | | 19,570 | |
| Mexico | | 2,470 | | | 164 | | | — | | | 2,634 | | | 101,993 | |
United Kingdom(6) | | 614 | | | — | | | 18 | | | 632 | | | 37,660 | |
| International total | | 5,762 | | | 321 | | | 18 | | | 6,101 | | | 337,273 | |
| | | | | | | | | | | |
| Total | | Square feet(2) |
| Walmart U.S. | | | |
| Supercenters | 3,560 | | | 632,771 | |
| Discount Stores | 360 | | | 37,816 | |
| Neighborhood Markets and other small formats | 695 | | | 28,414 | |
| Walmart U.S. Total | 4,615 | | | 699,001 | |
| Sam's Club | 599 | | | 80,199 | |
| Domestic Total | 5,214 | | | 779,200 | |
| | | |
| International | | | |
| Retail | 5,075 | | | 236,180 | |
| Wholesale | 327 | | | 37,685 | |
| International Total | 5,402 | | | 273,865 | |
| | | |
| Total Company | 10,616 | | | 1,053,065 | |
(1)Walmart International unit counts, with the exception of Canada, are as of December 31, 2020,2023, to correspond with the balance sheet date of the related geographic market. Canada unit counts are as of January 31, 2021.2024.
(2)Other includes stand-alone gas stations.
(3)Square feet reported in thousands.
(4)Africa unit counts primarily reside in South Africa, with other locations in Botswana, Ghana, Kenya, Lesotho, Malawi, Mozambique, Namibia, Nigeria, Swaziland, Tanzania, Uganda and Zambia.
(5)Central America unit counts reside in Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua.
(6)As of January 31, 2021, the Company's operations in Japan and the United Kingdom were classified as held for sale. Refer to Note 12.
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, 2021:2024(1):
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Owned | | Leased(1) | | | | | | Total |
| U.S. properties | | | | | | | | | | |
| Walmart U.S. retail units | | 4,067 | | | 676 | | | | | | | 4,743 | |
| Sam's Club retail units | | 513 | | | 86 | | | | | | | 599 | |
| Total U.S. retail units | | 4,580 | | | 762 | | | | | | | 5,342 | |
| Walmart U.S. distribution facilities | | 108 | | | 48 | | | | | | | 156 | |
| Sam's Club distribution facilities | | 11 | | | 16 | | | | | | | 27 | |
| Total U.S. distribution facilities | | 119 | | | 64 | | | | | | | 183 | |
| Total U.S. properties | | 4,699 | | | 826 | | | | | | | 5,525 | |
| | | | | | | | | | |
| International properties | | | | | | | | | | |
| Africa | | 37 | | | 386 | | | | | | | 423 | |
| Canada | | 124 | | | 284 | | | | | | | 408 | |
| Central America | | 358 | | | 497 | | | | | | | 855 | |
| �� Chile | | 188 | | | 170 | | | | | | | 358 | |
| China | | 2 | | | 432 | | | | | | | 434 | |
| India | | 2 | | | 27 | | | | | | | 29 | |
Japan(2) | | 54 | | | 274 | | | | | | | 328 | |
| Mexico | | 700 | | | 1,934 | | | | | | | 2,634 | |
United Kingdom(2) | | 433 | | | 199 | | | | | | | 632 | |
| Total International retail units | | 1,898 | | | 4,203 | | | | | | | 6,101 | |
| International distribution facilities | | 32 | | | 189 | | | | | | | 221 | |
| Total International properties | | 1,930 | | | 4,392 | | | | | | | 6,322 | |
| Total properties | | 6,629 | | | 5,218 | | | | | | | 11,847 | |
| | | | | | | | | | |
| Total retail units | | 6,478 | | | 4,965 | | | | | | | 11,443 | |
| Total distribution facilities | | 151 | | | 253 | | | | | | | 404 | |
| Total properties | | 6,629 | | | 5,218 | | | | | | | 11,847 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Owned | | Leased(2) | | | | | | Total |
| Retail Units | | | | | | | | | | |
| Walmart U.S. retail units | | 4,041 | | | 574 | | | | | | | 4,615 | |
| Sam's Club retail units | | 512 | | | 87 | | | | | | | 599 | |
| International retail units | | 1,469 | | | 3,933 | | | | | | | 5,402 | |
| Total retail units | | 6,022 | | | 4,594 | | | | | | | 10,616 | |
| | | | | | | | | | |
| Distribution Facilities | | | | | | | | | | |
| Walmart U.S. distribution facilities | | 112 | | | 50 | | | | | | | 162 | |
| Sam's Club distribution facilities | | 10 | | | 20 | | | | | | | 30 | |
| International distribution facilities | | 22 | | | 154 | | | | | | | 176 | |
| Total distribution facilities | | 144 | | | 224 | | | | | | | 368 | |
(1)Walmart International properties, with the exception of Canada, are as of December 31, 2023, to correspond with the balance sheet date of the related geographic market. Canada unit counts are as of January 31, 2024.
(2)Also includes U.S. and international distribution facilities which are third-party owned and operated.
(2)As of January 31, 2021, the Company's operations in Japan and the United Kingdom were classified as held for sale. Refer to Note 12,
We own office facilities in Bentonville, Arkansas, that serve as our principal office and own and lease office facilities throughout the U.S. and internationally for operations as well as for field and market management. The land on which our stores are located is either owned or leased by the Company. We use independent contractors to construct our buildings. All store leases provide for annual rentals, some of which escalate during the original lease or provide for additional rent based on sales volume. Substantially all of the Company's store and club leases have renewal options, some of which include rent escalation clauses.
For further information on our distribution centers, see the caption "Distribution" provided for each of our segments under "Item 1. Business."
I. SUPPLEMENTAL INFORMATION: The Company is involved in legal proceedings arising in the normal course of its business, including litigation, arbitration and other claims, and investigations, inspections, subpoenas, audits, claims, inquiries and similar actions by governmental authorities. We discuss certain legal proceedings in Note 10 to our Consolidated Financial Statements which is included in "Item 8. Financial Statements and Supplementary Data.," 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) (the "MDL"). The MDL is pending in the U.S. District Court for the Northern District of Ohio and includes over 2,000340 cases as of March 5, 2021, some4, 2024. The liability phase of whicha single, two-county trial in one of the MDL cases are in the process of being transferred to the MDL. A trial previously scheduled to begin on May 10, 2021 against a number of parties, including the Company, regarding opioid dispensing and distribution claims has been postponed and rescheduled for October 4, 2021. A separateresulted 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 the MDLa judgment on August 17, 2022, that had been expected to start in November 2020 against a number of parties,ordered all three defendants, including the Company, regarding opioid distribution claimsto 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. The Company has been postponed indefinitely. Therefiled an appeal with the Sixth Circuit Court of Appeals. The monetary aspect of the judgment is one casestayed pending appeal, and the injunctive portion of the judgment went into effect on February 20, 2023. On September 11, 2023, the Sixth Circuit Court of Appeals issued an order certifying certain questions in which the Company is named as a defendantappeal for review by the Supreme Court of Ohio. On November 29, 2023, the Supreme Court of Ohio accepted the request for certification, and the matter remains pending with that was remanded fromcourt. On October 25, 2023, the MDL courtdesignated four cases brought by third-party payers as bellwether cases to proceed through discovery. Additional bellwethers of cases brought by hospitals and other healthcare providers may be designated in the U.S. District Court for the Eastern District of Oklahoma.future. In addition, there are over 20050 other cases pending in state court cases pendingand federal courts throughout the country against the Company as of March 5, 2021, some4, 2024, as well as other cases in Canada against Wal-Mart Canada Corp. and certain other subsidiaries of which may be removed to federal court to seek MDL transfer.the Company. The case citations for the state casesand currently scheduled trial dates, where applicable, are listed on Exhibit 99.1 to this Annual Report on 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), 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. As described in more detail in Note 10 to the Consolidated Financial Statements, the Settlement Framework became effective on September 6, 2023, and as of January 31, 2024 substantially all of the original approximately $3.3 billion accrued liability for the Settlement Framework and other settlements have been paid. DOJ Opioid Civil Litigation: On October 22, 2020, the Company filed a declaratory judgment action in the Eastern District of Texas against the U.S. Department of Justice (the “DOJ”) and the U.S. Drug Enforcement Administration, asking a federal court to clarify the roles and responsibilities of pharmacists and pharmacies as to the dispensing and distribution of opioids under the Controlled Substances Act (the “CSA”). The Company’s action, Walmart Inc. v. U.S. Department of Justice et al., USDC, Eastern Dist. of Texas, 10/22/20, was dismissed and the Company is appealing the decision. A civil complaint pending in the U.S. District Court for the District of Delaware has been filed by the DOJU.S. Department of Justice (the "DOJ") against the Company, in which the DOJ alleges violations of the CSAControlled Substances Act related to nationwide distribution and dispensing of opioids. U.S. v. Walmart Inc., et al.al., USDC, Dist. of DE, 12/22/20. The Company filed a motion to dismiss the DOJ complaint on February 22, 2021. After the parties had fully briefed the Company's motion to dismiss, 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. The Court held a hearing on the partial motion to dismiss on January 18, 2024, and ordered the DOJ to file an amended complaint. The DOJ filed that amended complaint on February 1, 2024, and Walmart filed a partial motion to dismiss that complaint on February 6, 2024. On March 11, 2024, the Court granted in-part Walmart's motion by dismissing the entirety of the DOJ's claims related to distribution and dismissing the DOJ's claims arising under one of the DOJ's two dispensing liability theories. The DOJ's claims arising under its other dispensing liability theory remain pending.
Opioids Related Securities Class Actions and Derivative Litigation: AThree derivative complaintcomplaints and two securities class action lawsuitsactions drawing heavily on the allegations of the DOJcomplaint have been filed in Delaware naming the Company and various current and former directors and certain current and former officers as defendants. The plaintiffplaintiffs in the derivative suitsuits (in which the Company is a nominal defendant) alleges,allege, among other things, that the defendants breached their fiduciary duties in connection with their oversight of opioids dispensing and distribution. distribution and that the defendants violated Section 14(a) of 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 filed in the U.S. District Court in Delaware and 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. The defendants in the derivative suit pending in the Delaware Court of Chancery moved to dismiss and/or to stay that case on December 21, 2021; the 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. In two orders issued on April 12 and 26, 2023, the Court of Chancery granted the defendants' motion to dismiss with respect to claims involving the Company's distribution practices and denied the remainder of the motion, including the Company's request to stay the litigation. On May 5, 2023, the Company's Board of Directors appointed an independent Special Litigation Committee (the "SLC") to investigate the allegations regarding certain current and former officers and directors named in the various proceedings regarding oversight with respect to opioids. The Board has authorized the SLC to retain independent legal counsel and such other advisors as the SLC deems appropriate in carrying out its duties. The derivative matter pending in the Delaware Court of Chancery is stayed until the SLC completes its investigation.
The securities class actions, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended regarding the Company’sCompany's disclosures with respect to opioids, were purportedlypurport to be filed on behalf of a class of investors who acquired Walmart stock from March 30, 2016, through December 22, 2020.2020. 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 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 Lawsuit: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; 21 andMartin v. Walmart Inc. et alal., .USDC, Dist. of DE, 3/5/21, consolidated into In re Walmart Inc. Securities Litigation, USDC, Dist. of DE, 3/5/11/21.
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.
Mexico Antitrust Matter: Comisión Federal de Competencia Económica of México, Investigative Authority v. Nueva Wal-Mart de México, S.de R.L. de C.V. (Docket IO-002-2020, consolidated with Docket DE-026-2020), Mexico, 10/6/23.
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 Company has received grand jury subpoenas issued bynotice requests the United States Attorney’s Office forrecipients to show cause as to why further proceedings under India's Foreign Direct Investment rules and regulations (the "Rules") should not be initiated against them based on alleged violations during the Middle District of Pennsylvania seeking documents regarding the Company’s consumer fraud program and anti-money laundering compliance relatedperiod from 2009 to 2015, prior to the Company’s money transfer services, where WalmartCompany's acquisition of a majority stake in Flipkart in 2018. The notice is an agent. The most recent subpoena was issuedinitial 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 August 2020. The Companythe notice. If a hearing is initiated and if it is determined that violations of the Rules occurred, the regulatory authority has beenthe authority to impose monetary and/or non-monetary relief. Flipkart has begun the process of responding to these subpoenasthe notice and, if the matter progresses to a consideration of the merits of the allegations described in the notice is cooperating withinitiated, Flipkart intends to defend against the government’s investigation. The Company has also respondedallegations vigorously. Due to civil investigative demands from the United States Federal Trade Commission (the “FTC”) andfact that this process is cooperating within an early stage, the FTC’s investigation related to money transfers and the Company’s anti-fraud program in its capacity as an agent. 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 investigations or any related actions by the governmental entities regarding these matters at this time.resulting proceedings. While the Company does not currently believe that the outcome of these mattersthis matter will have a material adverse effect on its business, financial position,condition, results of operations or cash flows, the Company can provide no assurance as to the scope andor outcome of these mattersany 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 financial position, results of operations or cash flows will not be materially adversely affected.its Consolidated Financial Statements.
III. ENVIRONMENTAL MATTERS: Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed an applied threshold not to exceed $1 million. Applying
In December 2021, the Office of the Attorney General of the State of 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. Trial is currently set for September 30, 2024. The Company believes it has strong defenses and is vigorously defending this threshold,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 material adverse effect on its business, financial position, results of operations or cash flows, the Company can provide no assurance as to the scope and outcome of this matter and no assurance as to whether there arewill be a material adverse effect to its business or its Consolidated Financial Statements.
In October 2023, the Company received a Finding of Violation from the U.S. Environmental Protection Agency (the "EPA") alleging violations of the Clean Air Act in connection with the Company's refrigeration leak detection and repair program at certain of its facilities. The Company is evaluating the findings and cooperating with the EPA in its investigation. The EPA may seek to impose monetary and non-monetary penalties for the alleged violations of the Clean Air Act. Due to the fact that this process is in an early stage, the Company is unable to predict the final outcome of this matter. Although the Company does not believe this matter will have a material adverse effect on its business, financial position, results of operations or cash flows, the Company can provide no environmental mattersassurance as to disclose forthe scope or outcome of this period.matter and no assurance as to whether there will be a material adverse effect to its business or its Consolidated Financial Statements.
| | | | | |
| 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 is the New York Stock Exchange. The common stock trades under the symbol "WMT."
Holders of Record of Common Stock
As of March 17, 2021,13, 2024, there were 214,673200,344 holders of record of Walmart's common stock.stock, although there is a much larger number of beneficial owners.
Stock Performance Chart
This graph compares the cumulative total shareholder return on Walmart's common stock during the five fiscal years ended through fiscal 20212024 to the cumulative total returns on the S&P 500 Consumer Discretionary Distribution & Retailing Index (formerly named the S&P 500 Retailing Index) and the S&P 500 Index. The comparison assumes $100 was invested on February 1, 20162019 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, 2016
2019 Assumes Dividends Reinvested
Fiscal Year ended January 31, 20212024 |
| | Fiscal Years Ended January 31, |
| 2016 | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 |
| Fiscal Years Ended January 31, | | | Fiscal Years Ended January 31, |
| 2019 | | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 |
| Walmart Inc. | Walmart Inc. | $ | 100.00 | | | $ | 103.50 | | | $ | 169.56 | | | $ | 156.05 | | | $ | 190.21 | | | $ | 237.33 | |
| S&P 500 Index | S&P 500 Index | 100.00 | | 120.04 | | 151.74 | | 148.23 | | 180.37 | | 211.48 | S&P 500 Index | 100.00 | | 121.68 | | 142.67 | | 175.90 | | 161.45 | | 195.06 |
| S&P 500 Retailing Index | 100.00 | | 120.09 | | 174.49 | | 186.29 | | 219.46 | | 316.05 |
| S&P 500 Consumer Discretionary Distribution & Retailing Index | | S&P 500 Consumer Discretionary Distribution & Retailing Index | 100.00 | | 117.54 | | 166.19 | | 180.56 | | 147.66 | | 190.67 |
Issuer Repurchases of Equity Securities
From time to time, we repurchasethe Company repurchases shares of our common stock under share repurchase programs authorized by the Company's Board of Directors. All repurchases made during fiscal 20212024 were made under the current $20.0 billion share repurchase program approved in October 2017,November 2022, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases. As of whichJanuary 31, 2024, authorization for $3.0$16.5 billion of share repurchases remained as of January 31, 2021. On February 18, 2021,under the Board of Directors approved a new $20.0 billion share repurchase program which, beginning February 22, 2021, replaced the previous 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, 2021,2024, 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, 2020 | | 1,827,372 | | | $ | 148.91 | | | 1,827,372 | | | $ | 4.2 | |
| December 1 - 31, 2020 | | 4,334,315 | | | 146.33 | | | 4,334,315 | | | 3.6 | |
| January 1 - 31, 2021 | | 3,926,701 | | | 145.80 | | | 3,926,701 | | | 3.0 | |
| Total | | 10,088,388 | | | | | 10,088,388 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Period | | Total Number of Shares Repurchased(1) | | Average Price Paid per Share (in dollars)(1) | | Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs(1) | | Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Plans or Programs(2) (in billions) |
| November 1-30, 2023 | | 5,340,951 | | | $ | 51.99 | | | 5,340,951 | | | $ | 17.8 | |
| December 1-31, 2023 | | 13,913,403 | | | 51.41 | | | 13,913,403 | | | 17.1 | |
| January 1-31, 2024 | | 10,211,025 | | | 53.62 | | | 10,211,025 | | | 16.5 | |
| Total | | 29,465,379 | | | | | 29,465,379 | | | |
(1) Share and per share information in this table has been adjusted to reflect the 3-for-1 common stock split effected on February 23, 2024. Refer to Note 1. (2) Represents the approximate dollar value of shares that could have been repurchased under the current plan at the end of the month.
| | | | | |
| ITEM 6. | SELECTED FINANCIAL DATARESERVED |
This Item is reserved as a result of the Company’s early adoption of Item 301 of Regulation S-K, as deleted pursuant to SEC Release No. 33-10890; 34-90459 (Management’s Discussion and Analysis; Selected Financial Data, and Supplementary Financial Information) adopted by the Securities and Exchange Commission on November 19, 2020.
| | | | | |
| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Overview
This discussion, which presents our results for the fiscal years ended January 31, 20212024 ("fiscal 2021"2024"), January 31, 20202023 ("fiscal 2020"2023") and January 31, 20192022 ("fiscal 2019"2022"), 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 to provide a better understanding of how each of those segments and its results of operations affect the financial position and results of operations of the Company as a whole.
Throughout this 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 and other measures as determined by the information regularly reviewed by our chief operating decision maker.
Management also measures the results of comparable store and club sales, or comparable sales, 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 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 ecosystem, such as our Walmart Connect advertising business. Sales at 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. Sales related to divested businesses are excluded from comparable sales, and sales related to 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, the term currency exchange rates refers to the currency exchange rates we use to convert the operating results for countries where the functional currency is not the U.S. dollar into U.S. dollars. We calculate the effect of changes in currency exchange rates as the difference between current period activity translated using the current period’speriod's currency exchange rates and the comparable prior year period’speriod'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.
Our business is seasonal toOn February 23, 2024, the Company effected a certain extent due to calendar events3-for-1 forward split of its common stock and national and religious holidays, as well as weather patterns. Generally, our highest sales volume and operating income have occurreda proportionate increase in the fiscal quarter ending January 31; however,number of authorized shares. All share and per share information, including share based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the COVID-19 pandemic may have an impact on consumer behaviors that could result in temporary changes in the seasonal fluctuations of our business.stock split.
We have taken certain strategic actions to strengthenacross our segments, including an increased emphasis on investments in automation and supply chain as well as diversifying our earnings streams through category and business mix. Additionally, in the Walmart International segment, we have taken strategic actions to reshape our portfolio for the long-term, including the following highlights over the last three years:
•Acquisition of 81 percent of the outstanding shares, or 77 percent of the diluted shares, of Flipkart Private Limited ("Flipkart") in August 2018. Refer to Note 12 for additional information on the transaction. •Divestiture of 80 percent of Walmart Brazil in August 2018, for which we recorded a pre-tax loss of $4.8 billion in fiscal 2019. Refer to Note 12 for additional information on the transaction.•Divestiture of banking operations in Walmart Chile and Walmart Canada in December 2018 and April 2019, respectively.
•In October 2020, we agreed to sell Asda for net consideration of $9.4 billion and recognized an estimated non-cash loss in fiscal 2021 of $5.7 billion, after tax, which includes the loss associated with the expected derecognition of the Asda pension plan. In February 2021, we completed the sale of Asda.Asda for net consideration of $9.6 billion. Refer to Note 1112 and.•In March 2021, we completed the sale of Seiyu for net consideration of $1.2 billion. Refer to Note 12. •In November 2020,2022, we completed the salebuyout of Walmart Argentinathe noncontrolling interest shareholders of our Massmart subsidiary (Refer to Note 3) and recorded a non-cash lossin December 2022, we exited operations in certain countries in Africa. •In December 2022, we increased our ownership in PhonePe as part of $1.0 billion, after-tax, primarily due to cumulative foreign currency translation losses.the separation from our majority-owned Flipkart subsidiary. Refer to Note 123.
•In November 2020, we agreed to sell a majority stake in Seiyu for net consideration of approximately $1.2 billion and recognized an estimated non-cash loss of $1.9 billion, after-tax, in fiscal 2021. In March 2021, we completed the sale of Seiyu. Refer to Note 12.We operate in thea 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 omni-channel or eCommerce presence. We compete with a number of companies for attracting and retaining quality 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 ongoing COVID-19 pandemic,and pandemics, 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." COVID-19 Updates
Throughout fiscal 2021, we have operated with a clear set of priorities to guide our decision making through the COVID-19 pandemic. These priorities are:
•Supporting our associates on the front lines in terms of their physical safety, financial health and emotional well-being. We are providing extra paycommitted to helping customers save money and benefits, including special cash bonuseslive better through everyday low prices, supported by everyday low
costs. Merchandise costs for fiscal 2024 continued to associatesbe impacted by inflation, however at a lower rate than we experienced in fiscal 2023. 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 introduction of a COVID-19 Emergency Leave Policyglobal economy due to inflationary trends; swings in the U.S.
•Serving our customers as safely as possiblemacroeconomic conditions and keeping ourtheir effect on consumer confidence; volatility in employment trends; supply chain operating. We reduced our store operating hours at the onset of the COVID-19 pandemicpressures; and have expanded store hours slightly toward the end of the year.
•Helping others which includes waiving or discounting rent for in-store tenants in April and May 2020 as well as hiring more than 500,000 new associates.
•Managing the business well both operationally and financially and driving our long-term strategy.We are maintaining our everyday low-price discipline while investing in our omni-channel offering which continuesongoing uncertainties related to resonate with customers around the world who are increasingly seeking convenience.
While we incurred incremental costs of $4.0 billion during fiscal 2021 associated with operating during a global health crisis, the COVID-19 pandemic resulted in overall net sales growth during fiscal 2021 with strong comparable sales in the U.S. and the majorityepidemics or pandemics, any of which may impact our international markets. Sales trends were positively affected by eCommerce growth acceleration and we also saw customers consolidate shopping trips and purchase larger baskets.results. For a detailed discussion on results of operations by reportable segment, refer to "Results of Operations" below.We expect continued uncertainty in our business and the global economy due to the duration and intensity of the COVID-19 pandemic; the duration and extent of economic stimulus; timing and effectiveness of global vaccines; and volatility in employment trends and consumer confidence which may impact our results.
Company Performance Metrics
We are committed to helping customers save money and live better through everyday low prices, supported by everyday low costs. At times, we adjust our business strategies to maintain and strengthen our competitive positions in the countries in which we operate. We define our financial framework as:priorities as follows:
•strong, efficient growth;Growth - serve customers through a seamless omni-channel experience;
•consistentMargin - improve our operating discipline;income margin through productivity initiatives as well as category and business mix; and
•strategicReturns - improve our Return on Investment ("ROI") through margin improvement and disciplined capital allocation.spend.
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,serving customers and members however they want to shop through our omni-channel business model. This includes increasing comparable store and club sales through increasing membership at Sam's Club and through Walmart+, accelerating eCommerce sales growth and expandingexpansion of omni-channel initiatives while slowing the rate of growth of new stores and clubs. At times, we make strategic investments which are focused on the long-term growth of the Company.that complement our strategy.
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 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, which may result in differences when compared to comparable sales using the retail calendar. We focus on comparable sales in the U.S. as we believe it is a meaningful metric within the context of the U.S. retail market where there is a single currency, one inflationary market and generally consistent store and club formats from year to year.
Calendar comparable sales, includingas well as the impact of fuel, for fiscal 20212024 and 2020,2023, were as follows:
| | | | | Fiscal Years Ended January 31, | | | Fiscal Years Ended January 31, |
| | | | 2021 | | 2020 | | 2021 | | 2020 | | | 2024 | | 2023 | | 2024 | | 2023 |
| | | | With Fuel | | Fuel Impact | | | With Fuel | | Fuel Impact |
| Walmart U.S. | Walmart U.S. | | 8.7% | | 2.9% | | (0.2)% | | 0.0% | Walmart U.S. | | 5.5% | | 7.0% | | (0.1)% | | 0.4% |
| Sam's Club | Sam's Club | | 8.7% | | 1.6% | | (3.4)% | | 0.8% | Sam's Club | | 2.3% | | 14.6% | | (2.6)% | | 4.2% |
| Total U.S. | Total U.S. | | 8.7% | | 2.7% | | (0.6)% | | 0.1% | Total U.S. | | 4.9% | | 8.2% | | (0.6)% | | 1.0% |
Comparable sales in the U.S., including fuel, increased 8.7%4.9% and 2.7%8.2% in fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year. Walmart U.S. comparable sales increased 8.7%5.5% and 2.9%7.0% in fiscal 20212024 and 2020,2023, respectively. For fiscal 2021,2024, comparable sales growth was driven by growth in transactions combined with growth in average ticket, including strong sales in grocery and health and wellness. For fiscal 2023, comparable sales growth was driven by growth in average ticket, primarily resulting from increased demand due to the COVID-19 pandemic, partially offset by a declineincluding strong food sales and higher inflation impacts in transactionscertain merchandise categories, as customers consolidated shopping trips. For fiscal 2020, comparable saleswell as growth was driven by growth in average ticket and
transactions. Walmart U.S. eCommerce sales positively contributed approximately 5.4%2.6% and 2.1%0.7% to comparable sales for fiscal 20212024 and 2020,2023, respectively, as we continue to focus on a seamless omni-channel experience for our customers.which was primarily driven by store pickup and delivery.
Comparable sales at Sam's Club comparable sales increased 8.7%2.3% and 1.6%14.6% in fiscal 20212024 and 2020,2023, respectively. For fiscal 2021,2024, Sam's Club comparable sales benefited from growth in transactions and average ticket, resulting from the COVID-19 pandemic, partially offset by both our decision to remove tobacco from certain club locationsincluding strong sales in grocery and by lower fuel sales.health and wellness. Sam's Club comparable sales for fiscal 20202023 benefited from growth in transactions and higher fuel sales, which were partially offset by lower average ticket due to our decision to remove tobacco fromand included higher inflation impacts in certain club locations.merchandise categories. Sam's Club eCommerce sales positively contributed approximately 2.2%1.7% and 1.8%0.8% to comparable sales for fiscal 20212024 and 2020,2023, respectively.
Consistent Operating DisciplineMargin
We operateOur objective of prioritizing margin focuses on growth with discipline by managing expenses, optimizing the efficiencya focus on incremental margin accretion through a combination of how we workproductivity improvements as well as category and creating an environment in which we have sustainable lowest cost to serve.business mix. We invest in technology and process improvements to increase productivity, manage inventory and reduce costs. We measurecosts and we operate with discipline by managing expenses and optimizing the efficiency of how we work. Additionally, we focus on our mix of businesses, including the expansion of connected value streams with higher margins, such as advertising and membership income. Our objective is to achieve operating discipline through expenseincome leverage, which we define as net sales growing operating income at a faster rate than operating, selling, generalnet sales.
| | | | | | | | | | | | | | |
| | Fiscal Years Ended January 31, |
| (Amounts in millions, except unit counts) | | 2024 | | 2023 |
| Net sales | | $ | 642,637 | | | $ | 605,881 | |
| Percentage change from comparable period | | 6.1 | % | | 6.7 | % |
| Gross profit as a percentage of net sales | | 23.7 | % | | 23.5 | % |
| Operating, selling, general and administrative expenses as a percentage of net sales | | 20.4 | % | | 21.0 | % |
| Operating income | | $ | 27,012 | | | $ | 20,428 | |
| Operating income as a percentage of net sales | | 4.2 | % | | 3.4 | % |
Gross profit as a percentage of net sales ("gross profit rate") increased 27 and administrative ("operating") expenses.
| | | | | | | | | | | | | | |
| | Fiscal Years Ended January 31, |
| (Amounts in millions, except unit counts) | | 2021 | | 2020 |
| Net sales | | $ | 555,233 | | | $ | 519,926 | |
| Percentage change from comparable period | | 6.8 | % | | 1.9 | % |
| Operating, selling, general and administrative expenses | | $ | 116,288 | | | $ | 108,791 | |
| Percentage change from comparable period | | 6.9 | % | | 1.5 | % |
| Operating, selling, general and administrative expenses as a percentage of net sales | | 20.9 | % | | 20.9 | % |
For fiscal 2021,2024, operating expenses as a percentage of net sales was flatdecreased 60 basis points when compared to the previous fiscal year. Operating expenses as a percentage of net sales benefited from strong growth in comparable saleswere positively impacted by lapping charges of $3.3 billion related to opioid-related legal settlements and lapping the $0.9$0.8 billion business restructuring charges from the prior year described below. These benefits were offset by $4.0 billion of incremental costs related to the COVID-19 pandemicreorganization and a $0.4 billion business restructuring chargeof certain businesses in the Walmart U.S.International segment recorded in the second quarter of fiscal 2021.prior year.
For fiscal 2020,2023, operating expenses as a percentage of net sales decreased 8increased 23 basis points when compared to the previous fiscal year dueyear. Operating expenses as a percentage of net sales were negatively impacted by the charges related to our focus on expense management combined with our growthopioid-related legal settlements and the reorganization and restructuring of certain businesses in comparable store sales.the Walmart International segment discussed above. These improvementscharges were partially offset by $0.9 billiongrowth in net sales and lower incremental COVID-19 costs.
Operating income as a percentage of net sales increased 83 basis points and decreased 120 basis points for fiscal 2024 and 2023, respectively, due to the factors described above.
Returns
As we execute our financial framework, we believe our return on capital will improve over time. We measure return on capital with our return on assets, return on investment and free cash flow metrics. 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 strategic initiatives with possible short-term impacts. ROA was 6.6% and 4.6% for fiscal 2024 and 2023, respectively. The increase in ROA was primarily due to the increase in consolidated net income, which was driven by higher operating income. ROI was 15.0% and 12.7% for fiscal 2024 and 2023, respectively. The increase in ROI was the result of an increase in operating income, primarily due to lapping charges associated with opioid-related legal settlements as well as reorganization and restructuring expenses, all recorded in fiscal 2023, as well as improvements in business restructuring charges consistingperformance, partially offset by an increase in average invested capital, primarily of non-cash impairment charges for certain trade names, acquired developed technology, and other business restructuring charges due to strategic decisionshigher purchases of property and equipment.
We define ROI as adjusted operating income (operating income plus interest income, depreciation and amortization, and rent expense) for the trailing twelve months divided by average invested capital during that resultedperiod. We consider average invested capital to be the average of our beginning and ending total assets, plus average accumulated depreciation and average amortization, less average accounts payable and average accrued liabilities for that period.
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 write downmost directly comparable GAAP financial measure. For example, we exclude the impact of depreciation and amortization from our reported operating income in calculating the numerator of our calculation of ROI. As mentioned above, we consider ROA to be the financial measure computed in accordance with GAAP most directly comparable to our calculation of ROI. ROI differs from ROA (which is consolidated net income for the period divided by average total assets for the period) because ROI: adjusts operating income to exclude certain expense items and adds interest income; and adjusts total assets infor the Walmart U.S.impact of accumulated depreciation and Walmart International segments.amortization, accounts payable and accrued 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 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) | | 2024 | | 2023 |
| CALCULATION OF RETURN ON ASSETS |
| Numerator | | | | |
| Consolidated net income | | $ | 16,270 | | | $ | 11,292 | |
| Denominator | | | | |
Average total assets(1) | | $ | 247,798 | | | $ | 244,029 | |
| Return on assets (ROA) | | 6.6 | % | | 4.6 | % |
| | | | |
| CALCULATION OF RETURN ON INVESTMENT |
| Numerator | | | | |
| Operating income | | $ | 27,012 | | | $ | 20,428 | |
| + Interest income | | 546 | | | 254 | |
| + Depreciation and amortization | | 11,853 | | | 10,945 | |
| + Rent | | 2,277 | | | 2,306 | |
| ROI operating income | | $ | 41,688 | | | $ | 33,933 | |
| | | | |
| Denominator | | | | |
Average total assets(1) | | $ | 247,798 | | | $ | 244,029 | |
+ Average accumulated depreciation and amortization(1) | | 114,944 | | | 106,249 | |
- Average accounts payable(1) | | 55,277 | | | 54,502 | |
- Average accrued liabilities(1) | | 29,943 | | | 28,593 | |
| | | | |
| Average invested capital | | $ | 277,522 | | | $ | 267,183 | |
| Return on investment (ROI) | | 15.0 | % | | 12.7 | % |
(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, |
| | | 2024 | | 2023 | | 2022 |
| Certain Balance Sheet Data | | | | | | |
| Total assets | | $ | 252,399 | | | $ | 243,197 | | | $ | 244,860 | |
| Accumulated depreciation and amortization | | 119,602 | | | 110,286 | | | 102,211 | |
| Accounts payable | | 56,812 | | | 53,742 | | | 55,261 | |
| Accrued liabilities | | 28,759 | | | 31,126 | | | 26,060 | |
Strategic Capital Allocation
Our strategy includes improvingallocating the majority of our customer-facing initiatives in stores and clubs and creating a seamless omni-channel experience for our customers. As such, we are allocating more capital to higher-return areas focused on automation such as eCommerce, technology, supply chain and store remodels and less to new store and club openings. Total fiscal 2021 capital expenditures decreased slightly compared to the prior year.investments. The following table provides additional detail:detail regarding our capital expenditures:
| | (Amounts in millions) | (Amounts in millions) | | Fiscal Years Ended January 31, | (Amounts in millions) | | Fiscal Years Ended January 31, |
| Allocation of Capital Expenditures | Allocation of Capital Expenditures | | 2021 | | 2020 | Allocation of Capital Expenditures | | 2024 | | 2023 |
| eCommerce, technology, supply chain and other | | $ | 5,681 | | | $ | 5,643 | |
| Remodels | | 2,013 | | | 2,184 | |
| Supply chain, customer-facing initiatives and technology | |
| Store and club remodels | |
| New stores and clubs, including expansions and relocations | New stores and clubs, including expansions and relocations | | 134 | | | 77 | |
| Total U.S. | Total U.S. | | $ | 7,828 | | | $ | 7,904 | |
| Walmart International | Walmart International | | 2,436 | | | 2,801 | |
| Total capital expenditures | Total capital expenditures | | $ | 10,264 | | | $ | 10,705 | |
Returns
As we execute our financial framework, we believe our return on capital will improve over time. We measure return on capital with our return on assets, return on investment and free cash flow metrics. 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 strategic initiatives with possible short-term impacts. ROA was 5.6% and 6.7% for fiscal 2021 and 2020, respectively. The decrease in ROA was primarily due to the losses on certain international operations held for sale or sold, partially offset by the fair value change in our equity investments as well as the increase in operating income. ROI was 14.0% and 13.4% for fiscal 2021 and 2020, respectively. The increase in ROI was primarily due to the increase in operating income.
We define ROI as adjusted operating income (operating income plus interest income, depreciation and amortization, and rent expense) for the trailing twelve months divided by average invested capital during that period. We consider average invested capital to be the average of our beginning and ending total assets, plus average accumulated depreciation and average amortization, less average accounts payable and average accrued liabilities for that period. For fiscal 2020, lease related assets and associated accumulated amortization are included in the denominator at their carrying amount as of that balance sheet date, rather than averaged, because they are not directly comparable to the prior year calculation which included rent for the trailing 12 months multiplied by a factor of 8. A two-point average was used for leased assets beginning in fiscal 2021, after one full year from the date of adoption of ASU 2016-02, Leases (Topic 842) ("ASU 2016-02").
Our calculation of ROI is considered a non-GAAP financial measure because we calculate ROI using financial measures that exclude and include amounts that are included and excluded in the most directly comparable GAAP financial measure. For example, we exclude the impact of depreciation and amortization from our reported operating income in calculating the numerator of our calculation of ROI. As mentioned above, we consider ROA to be the financial measure computed in accordance with generally accepted accounting principles most directly comparable to our calculation of ROI. ROI differs from ROA (which is consolidated net income for the period divided by average total assets for the period) because ROI: adjusts operating income to exclude certain expense items and adds interest income; adjusts total assets for the impact of accumulated depreciation and amortization, accounts payable and accrued liabilities 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 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) | | 2021 | | 2020 |
| CALCULATION OF RETURN ON ASSETS |
| Numerator | | | | |
| Consolidated net income | | $ | 13,706 | | | $ | 15,201 | |
| Denominator | | | | |
Average total assets(1) | | $ | 244,496 | | | $ | 227,895 | |
| Return on assets (ROA) | | 5.6 | % | | 6.7 | % |
| | | | |
| CALCULATION OF RETURN ON INVESTMENT |
| Numerator | | | | |
| Operating income | | $ | 22,548 | | | $ | 20,568 | |
| + Interest income | | 121 | | | 189 | |
| + Depreciation and amortization | | 11,152 | | | 10,987 | |
| + Rent | | 2,626 | | | 2,670 | |
| ROI operating income | | $ | 36,447 | | | $ | 34,414 | |
| | | | |
| Denominator | | | | |
Average total assets(1), (2) | | $ | 244,496 | | | $ | 235,277 | |
+ Average accumulated depreciation and amortization(1), (2) | | 94,351 | | | 90,351 | |
- Average accounts payable(1) | | 48,057 | | | 47,017 | |
- Average accrued liabilities(1) | | 30,131 | | | 22,228 | |
| | | | |
| Average invested capital | | $ | 260,659 | | | $ | 256,383 | |
| Return on investment (ROI) | | 14.0 | % | | 13.4 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | As of January 31, |
| | | 2021 | | 2020 | | 2019 |
| Certain Balance Sheet Data | | | | | | |
| Total assets | | $ | 252,496 | | | $ | 236,495 | | | $ | 219,295 | |
| Leased assets, net | | NP | | 21,841 | | | 7,078 | |
| Total assets without leased assets, net | | NP | | 214,654 | | | 212,217 | |
| Accumulated depreciation and amortization | | 94,187 | | | 94,514 | | | 87,175 | |
| Accumulated amortization on leased assets | | NP | | 4,694 | | | 5,682 | |
| Accumulated depreciation and amortization, without leased assets | | NP | | 89,820 | | | 81,493 | |
| Accounts payable | | 49,141 | | | 46,973 | | | 47,060 | |
| Accrued liabilities | | 37,966 | | | 22,296 | | | 22,159 | |
(1) The average is based on the addition of the account balance at the end of the current period to the account balance at the end of the corresponding prior period and dividing by 2. Average total assets as used in ROA includes the average impact of the adoption of ASU 2016-02.
(2) For fiscal 2020, as a result of adopting ASU 2016-02, average total assets is based on the average of total assets without leased assets, net plus leased assets, net as of January 31, 2020. Average accumulated depreciation and amortization is based on the average of accumulated depreciation and amortization, without leased assets plus accumulated amortization on leased assets as of January 31, 2020.
NP = Not provided.
Free Cash Flow
Free cash flow is considered a non-GAAP financial measure. Management believes, however, that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating the Company’sCompany'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 $36.1$35.7 billion, $25.3$28.8 billion and $27.8$24.2 billion for fiscal 2021, 20202024, 2023 and 2019,2022, respectively. We generated free cash flow of $25.8$15.1 billion, $14.6$12.0 billion and $17.4$11.1 billion for fiscal 2021, 20202024, 2023 and 2019,2022, respectively. The increase in net cash provided by operating activities in fiscal 2024 is primarily due to higher cash provided by operating income, as well as timing of certain payments and strategic inventory management as part of working capital initiatives, partially offset by payment of the remaining accrued opioid legal charges. Free cash flow for fiscal 2024 increased when compared to fiscal 2023 due to the increase in operating cash flows described above, partially offset by an increase of $3.7 billion in capital expenditures to support our investment strategy. Net cash provided by operating activities for fiscal 20212023 increased when compared to fiscal 20202022 primarily due to the impact of the global health crisis which accelerated inventory sell-through, as well as the timing and paymentmoderated levels of inventory purchases, incremental COVID-19 related expensespartially offset by a decline in operating income and the timing of certain benefit payments. Free cash flow for fiscal 20212023 increased when compared to fiscal 20202022 due to the same reasons as the increase in net cash provided by operating activities as well as $0.4described above, partially offset by an increase of $3.8 billion in decreased capital expenditures. Net cash provided by operating activities for fiscal 2020 declined when comparedexpenditures to fiscal 2019 was primarily due to the contribution to the Asda pension plan in anticipation of its
future settlement, the inclusion of a full year of Flipkart operations, and the timing of vendor payments. Free cash flow for fiscal 2020 declined when compared to fiscal 2019 due to the same reasons as the decline in net cash provided by operating activities, as well as $0.4 billion in increased capital expenditures.support our investment strategy.
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 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.
| | | | | Fiscal Years Ended January 31, | | | Fiscal Years Ended January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | | 2019 | (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Net cash provided by operating activities | Net cash provided by operating activities | | $ | 36,074 | | | $ | 25,255 | | | $ | 27,753 | |
| Payments for property and equipment | Payments for property and equipment | | (10,264) | | | (10,705) | | | (10,344) | |
| Free cash flow | Free cash flow | | $ | 25,810 | | | $ | 14,550 | | | $ | 17,409 | |
| Net cash used in investing activities(1) | Net cash used in investing activities(1) | | $ | (10,071) | | | $ | (9,128) | | | $ | (24,036) | |
Net cash used in investing activities(1) | |
Net cash used in investing activities(1) | |
| Net cash used in financing activities | Net cash used in financing activities | | (16,117) | | | (14,299) | | | (2,537) | |
(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, |
| | Fiscal Years Ended January 31, | | | | Fiscal Years Ended January 31, |
| (Amounts in millions, except unit counts) | (Amounts in millions, except unit counts) | | 2021 | | 2020 | | 2019 | (Amounts in millions, except unit counts) | | 2024 | | 2023 | | 2022 |
| Total revenues | Total revenues | | $ | 559,151 | | | $ | 523,964 | | | $ | 514,405 | |
| Percentage change from comparable period | Percentage change from comparable period | | 6.7 | % | | 1.9 | % | | 2.8 | % | Percentage change from comparable period | | 6.0 | % | | 6.7 | % | | 2.4 | % |
| Net sales | Net sales | | $ | 555,233 | | | $ | 519,926 | | | $ | 510,329 | |
| Percentage change from comparable period | Percentage change from comparable period | | 6.8 | % | | 1.9 | % | | 2.9 | % | Percentage change from comparable period | | 6.1 | % | | 6.7 | % | | 2.3 | % |
| Total U.S. calendar comparable sales increase | Total U.S. calendar comparable sales increase | | 8.7 | % | | 2.7 | % | | 4.0 | % | Total U.S. calendar comparable sales increase | | 4.9 | % | | 8.2 | % | | 7.7 | % |
| Gross profit rate | Gross profit rate | | 24.3 | % | | 24.1 | % | | 24.5 | % | Gross profit rate | | 23.7 | % | | 23.5 | % | | 24.4 | % |
| Operating income | Operating income | | $ | 22,548 | | | $ | 20,568 | | | $ | 21,957 | |
| Operating income as a percentage of net sales | Operating income as a percentage of net sales | | 4.1 | % | | 4.0 | % | | 4.3 | % | Operating income as a percentage of net sales | | 4.2 | % | | 3.4 | % | | 4.6 | % |
| Loss on extinguishment of debt | |
| Other (gains) and losses | |
| Consolidated net income | Consolidated net income | | $ | 13,706 | | | $ | 15,201 | | | $ | 7,179 | |
Unit counts at period end(1) | Unit counts at period end(1) | | 11,443 | | | 11,501 | | | 11,361 | |
Retail square feet at period end(1) | Retail square feet at period end(1) | | 1,121 | | | 1,129 | | | 1,129 | |
(1) Unit counts and associated retail square feet are presented for stores and clubs generally open as of period end, and includesreflects the removal of stores associated with operations classified as held for sale as of January 31, 2021.in the U.K. and Japan subsequent to closing the divestitures in fiscal 2022. Permanently closed locations are not included.included in these metrics.
Our total revenues, which includes net sales and membership and other income, increased $35.2$36.8 billion or 6.0% and $38.5 billion or 6.7% and $9.6 billion or 1.9% for fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year. These increases in revenues were primarily due to increases in net sales, which increased $35.3$36.8 billion or 6.8%6.1% and $9.6$38.1 billion or 1.9%6.7% for fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year. For fiscal 2021,2024, the increase was primarily due to positive comparable sales for the Walmart U.S. and Sam's Club segments, which were driven by growth in transactions, combined with growth in average ticket, including strong sales in grocery and health and wellness, along with positive comparable sales across our international markets. Net sales were positively impacted by $3.0 billion of fluctuations in currency exchange rates during fiscal 2024. For fiscal 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 the majorityall of our international markets resulting from increased demand stemming from the COVID-19 pandemic. Overallmarkets. Additionally, net sales growth was strong despite certain operating limitations in several international marketswere negatively impacted by a decrease of $5.0 billion related to the divestiture of our operations in the secondU.K. and Japan, which closed in the first quarter of fiscal 2021 due to government regulations2022 and precautionary measures taken as a result$3.7 billion of the COVID-19 pandemic. The net sales increase was partially offset by negative fluctuations in currency exchange rates of $5.0 billion. Forduring fiscal 2020, net sales were positively impacted by overall positive comparable sales for Walmart U.S. and Sam's Club segments, along with the addition of net sales from Flipkart, which we acquired in August 2018, and positive comparable sales in the majority of our international markets. These increases were partially offset by $4.1 billion of negative impact from fluctuations in currency exchange rates in fiscal 2020 and our sale of the majority stake in Walmart Brazil in August 2018.2023.
Our gross profit rate increased 2027 basis points and decreased 4098 basis points for fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year. For fiscal 2021,2024, the increase was primarily due to strategic sourcing initiatives, strong sales in higher margin categories, and fewer markdowns. This was partially offset indriven by the Walmart U.S. segment, by carryover ofdue to managing prices aligned to our competitive historic price gaps and lapping higher markdowns incurred in the prior year, price investment as well as the temporary closure of our Auto Care Centers and Vision Centers in response to the
COVID-19 pandemic.partially offset by product mix shifts into lower margin categories. For fiscal 2020,2023, the decrease was primarily due to price investmentmarkdowns and merchandise mix in the Walmart U.S. segment, higher supply chain costs and the addition of Flipkartinflation related LIFO charges in the Walmart International segment, partially offset by favorable merchandise mix including strength in private brands and less pressure from transportation costs in the Walmart U.S.Sam's Club segment.
For fiscal 2021,2024, operating expenses as a percentage of net sales was flatdecreased 60 basis points when compared to the previous fiscal year. Operating expenses as a percentage of net sales benefited from strong growth in comparable saleswere positively impacted by lapping charges of $3.3 billion related to opioid-related legal settlements and lapping the $0.9$0.8 billion business restructuring charges from the prior year described below. These benefits were offset by $4.0 billion of incremental costs related to the COVID-19 pandemicreorganization and a $0.4 billion business restructuring chargeof certain businesses in the Walmart U.S.International segment recorded in the second quarter of fiscal 2021.
prior year. For fiscal 2020,2023, operating expenses as a percentage of net sales decreased 8increased 23 basis points when compared to the previous fiscal year, dueyear. Operating expenses as a percentage of net sales were negatively impacted by the charges related to our focus on expense management combined with our growthopioid-related legal settlements and the reorganization and restructuring of certain businesses in comparable store sales.the Walmart International segment discussed above. These improvementscharges were partially offset by $0.9growth in net sales and lower incremental COVID-19 costs.
Loss on extinguishment of debt was $2.4 billion in business restructuring charges consisting primarily of non-cash impairment charges for certain trade names, acquired developed technology, and other business restructuring chargesfiscal 2022 due to strategic decisions that resultedthe early retirement of certain higher rate long-term debt to reduce interest expense in future periods. There were no such early retirements of debt in fiscal 2024 and fiscal 2023.
Other gains and losses consist of certain non-operating items, such as the change in the write downfair value of certain assets in the Walmart U.S.our investments and Walmart International segments.
gains or losses on business dispositions, which by their nature can fluctuate from period to period. Other gains and losses consisted of a net gainsloss of $0.2$3.0 billion and $2.0$1.5 billion for fiscal 20212024 and 2020,2023, respectively. The gainnet loss in fiscal 20212024 primarily reflects $8.7 billion inconsists of net gainslosses associated with the fair value changes of our equity investments, partially offset by the $8.3 billion pre-taxand other investments. The net loss related to the divestiture of certain international operations classified as held for sale or sold in fiscal 2021. The gain in fiscal 2020 was2023 primarily consists of: net losses associated with the result of a $1.9 billion increase in the marketfair value changes of our equity and other investments; a gain of $0.4 billion recognized on the sale of our remaining equity method investment in JD.com.Brazil; and a $0.2 billion dividend from one of our investments.
Our effective income tax rate was 33.3%25.5%, 33.6%, and 25.4% for fiscal 2021, 24.4% for fiscal 2020,2024, 2023 and 37.4% for fiscal 2019.2022, respectively. The increase in ourhigher effective tax rate forin fiscal 20212023 as compared to both fiscal 20202024 and fiscal 2022 is primarily due to the loss related totax impact of the divestiturebusiness reorganization resulting in the full separation of certain international operations classified as held for or soldPhonePe from Flipkart in fiscal 2021, which provided minimal realizable tax benefit. The decrease in our effective tax rate for fiscal 2020 as compared to fiscal 2019 was primarily due to the fiscal 2019 loss on sale of a majority stake in Walmart Brazil, which increased the previous comparative fiscal year's effective tax rate, as it provided minimal realizable tax benefit.2023. Our effective income tax rate may also fluctuate as a result of various factors, including changes in our assessment of certainunrecognized tax contingencies,benefits, valuation allowances, changes in tax 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, which are subject to statutory rates that beginning in fiscal 2019, 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 2021, 20202024, 2023 and 20192022 is presented in Note 9. As a result of the factors discussed above, we reported $13.7$16.3 billion and $15.2$11.3 billion of consolidated net income for fiscal 20212024 and 2020,2023, respectively, which represents an increase of $5.0 billion and a decrease of $1.5 billion and an increase of $8.0$2.6 billion for fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year. Diluted net income per common share attributable to Walmart ("EPS") was $4.75, $5.19$1.91, $1.42 and $2.26$1.62 for fiscal 2021, 20202024, 2023 and 2019,2022, respectively.
Walmart U.S. Segment
| | | | | Fiscal Years Ended January 31, | | | | Fiscal Years Ended January 31, |
| (Amounts in millions, except unit counts) | (Amounts in millions, except unit counts) | | 2021 | | 2020 | | 2019 | | (Amounts in millions, except unit counts) | | 2024 | | 2023 | | 2022 |
| Net sales | Net sales | | $ | 369,963 | | | $ | 341,004 | | | $ | 331,666 | | |
| Percentage change from comparable period | Percentage change from comparable period | | 8.5 | % | | 2.8 | % | | 4.1 | % | | Percentage change from comparable period | | 5.1 | % | | 6.9 | % | | 6.3 | % |
| Calendar comparable sales increase | Calendar comparable sales increase | | 8.7 | % | | 2.9 | % | | 3.7 | % | | Calendar comparable sales increase | | 5.5 | % | | 7.0 | % | | 6.4 | % |
| Operating income | Operating income | | $ | 19,116 | | | $ | 17,380 | | | $ | 17,386 | | |
| Operating income as a percentage of net sales | Operating income as a percentage of net sales | | 5.2 | % | | 5.1 | % | | 5.2 | % | | Operating income as a percentage of net sales | | 5.0 | % | | 4.9 | % | | 5.5 | % |
| Unit counts at period end | Unit counts at period end | | 4,743 | | | 4,756 | | | 4,769 | | |
| Retail square feet at period end | Retail square feet at period end | | 703 | | | 703 | | | 705 | | |
Net sales for the Walmart U.S. segment increased $29.0$21.3 billion or 8.5%5.1% and $9.3$27.3 billion or 2.8%6.9% for fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year. The increases in net sales were primarily due to increases in comparable sales of 8.7%5.5% and 2.9%7.0% for fiscal 20212024 and 2020,2023, respectively. Comparable sales in fiscal 20212024 were driven by growth in transactions combined with growth in average ticket, including strong sales in grocery and health and wellness. Comparable sales in fiscal 2023 were driven by growth in average ticket, primarily resulting from meeting the increased demand due to economic conditions related to the COVID-19 pandemic while transactions decreasedincluding strong food sales and higher inflation impacts in certain merchandise categories, as customers consolidated shopping trips. Comparable saleswell as growth in fiscal 2020 were driven by both average ticket and transaction growth for fiscal 2020.transactions. Walmart U.S. eCommerce sales positively contributed approximately 5.4%2.6% and 2.1%0.7% to comparable sales for fiscal 20212024 and 2020,2023, respectively, as we continue to focus on a seamless omni-channel experience for our customers.which was primarily driven by store pickup and delivery.
Gross profit rate was flat and decreased 14increased 20 basis points for fiscal 20212024 and 2020, respectively,decreased 85 basis points for fiscal 2023, when compared to the respective previous fiscal year. WhileThe increase in fiscal 20212024 gross profit rate was flat, it benefited from strategic sourcing initiativesprimarily due to managing prices aligned to our competitive historic price gaps and fewerlapping higher net markdowns offset by a changeincurred in merchandise mix, the carryover effect of prior year, price investment and the temporary closure of our Auto Care and Vision Centers in response to the COVID-19 pandemic. For fiscal 2020, the decrease was primarily the result of continued price investments which were partially offset by better merchandiseproduct mix including strengthshifts into lower margin categories. The decrease in private brands,fiscal 2023 gross profit rate was primarily due to net markdowns and less pressure from transportation costs.
product mix shifts into lower margin categories and increased supply chain costs, partially offset by price management impacts driven by cost inflation.Operating expenses as a percentage of segment net sales decreased 15 and 4increased 9 basis points for fiscal 2021 and 2020, respectively,2024 when compared to the previous fiscal year. We leveraged operating expenses in fiscal 2021year primarily driven by higher variable pay relative to last year as a result of strong sales, which were partially offset by $3.2 billion of incremental costs related to the COVID-19 pandemic including special bonuses, expanded sick and emergency leave pay, costs associated with outfittingexceeding our stores and associates with masks, gloves and sanitizer, and expanded cleaning practices. Fiscal 2021planned performance. For fiscal 2023, operating expenses as a percentage of segment net sales was also slightly aideddecreased 25 basis points primarily driven by lapping the $0.5 billion business restructuring charges from the prior year described below,strong sales growth and lower incremental COVID-19 related costs, partially offset by a $0.4 billion business restructuring charge recorded in the second quarter of fiscal 2021 resulting from changes to Walmart U.S. support teams to better support its omni-channel strategy. The decrease in fiscal 2020 was primarily due to strong sales and productivity improvements which were mostly offset by business restructuring charges of $0.5 billion consisting primarily of non-cash impairment charges for certain trade names, acquired developed technology and other business restructuring charges due to decisions that resulted in the write down of certain eCommerce assets.increased wage costs.
As a result of the factors discussed above, segment operating income increased $1.7$1.5 billion and decreased $6 million$1.0 billion for fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year.
Walmart International Segment
| | | | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, | | |
| (Amounts in millions, except unit counts) | | 2021 | | 2020 | | 2019 | | |
| Net sales | | $ | 121,360 | | | $ | 120,130 | | | $ | 120,824 | | | |
| Percentage change from comparable period | | 1.0 | % | | (0.6) | % | | 2.3 | % | | |
| Operating income | | $ | 3,660 | | | $ | 3,370 | | | $ | 4,883 | | | |
| Operating income as a percentage of net sales | | 3.0 | % | | 2.8 | % | | 4.0 | % | | |
| Unit counts at period end | | 6,101 | | | 6,146 | | | 5,993 | | | |
| Retail square feet at period end | | 337 | | | 345 | | | 344 | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, | | |
| (Amounts in millions, except unit counts) | | 2024 | | 2023 | | 2022 | | |
| Net sales | | $ | 114,641 | | | $ | 100,983 | | | $ | 100,959 | | | |
| Percentage change from comparable period | | 13.5 | % | | — | % | | (16.8) | % | | |
| Operating income | | $ | 4,909 | | | $ | 2,965 | | | $ | 3,758 | | | |
| Operating income as a percentage of net sales | | 4.3 | % | | 2.9 | % | | 3.7 | % | | |
| Unit counts at period end | | 5,402 | | | 5,306 | | | 5,251 | | | |
| Retail square feet at period end | | 274 | | | 273 | | | 277 | | | |
Net sales for the Walmart International segment increased $1.2$13.7 billion or 1.0%13.5% for fiscal 2024 and were flat for 2023, when compared to the previous fiscal year. For fiscal 2024, the increase was primarily due to positive comparable sales across our international markets and positive fluctuations in currency exchange rates of $3.0 billion during fiscal 2024. For fiscal 2023, net sales benefited from positive comparable sales across all of our international markets, offset by the impacts of a decrease of $5.0 billion related to the divestiture of our operations in the U.K. and 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.
Gross profit rate increased 20 basis points and decreased $0.7 billion or 0.6%50 basis points for fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year. For fiscal 2021,2024, the increase was primarily due to positive comparable sales growth in the majority of our markets driven by changes in consumer behavior in response to the COVID-19 pandemic,supply chain efficiencies partially offset by negative fluctuations in currency exchange rates of $5.0 billion. The pandemic led to significant economic pressuresongoing format and channel and mix shifts due to changes in consumer behavior, including accelerated growth in eCommerce in several markets. While several of our markets experienced extensive store and operational closures in the second quarter as a result of government mandates, most closed stores and warehouses had resumed operations by the third quarter.
shifts. For fiscal 2020,2023, the decrease was primarily due to negative fluctuations in currency exchange rates of $4.1 billion as well as a reduction in sales due to our sale of the majority stake in Walmart Brazil in August 2018, offsetdriven by a full year of net sales from Flipkart and positive comparable salescontinued growth in the majority of our markets.
Gross profit rate increased 50 basis pointslower margin formats and decreased 136 basis points for fiscal 2021channels in China and 2020, respectively, when compared to the previous fiscal year. For fiscal 2021, the increase was primarily due to Flipkart's improvedcategory mix shifts into lower margin mix and reduced fuel sales in the U.K. For fiscal 2020, the decrease was primarily due to Flipkart, as well as a change in merchandise mix.categories.
Operating expenses as a percentage of segment net sales increased 14decreased 152 basis points and decreased 13increased 41 basis points for fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year. The decrease in operating expenses as a percentage of segment net sales for fiscal 2024 was primarily due to the lapping of business reorganization and restructuring charges incurred related to Flipkart and Massmart in fiscal 2023 and an increase in sales in the current year. The increase in operating expenses as a percentage of segment net sales for fiscal 20212023, was primarily due to $0.5 billion of incremental costs related to the COVID-19 pandemic, partially offset by positive comparable sales in the majority of our marketsincurring these business reorganization and lapping the impairment charges in the prior year discussed below. Fiscal 2020 decreased primarily due to positive comparable sales in the majority of our markets as well as cost discipline across multiple markets, partially offset by $0.4 billion in impairment charges primarily due to the write-off of the carrying value of one of Flipkart's two fashion trade names, Jabong.com, as a result of a strategic decision to focus our efforts on a single fashion platform in order to simplify the business and customer proposition.restructuring charges.
As a result of the factors discussed above, segment operating income increased $0.3$1.9 billion and decreased $1.5$0.8 billion for fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year.
Sam's Club Segment
| | | |
| | | | | Fiscal Years Ended January 31, | |
| (Amounts in millions, except unit counts) | (Amounts in millions, except unit counts) | | 2021 | | 2020 | | 2019 | |
| (Amounts in millions, except unit counts) | |
| (Amounts in millions, except unit counts) | |
| Including Fuel | |
| Including Fuel | |
| Including Fuel | Including Fuel | | | | | | | |
| Net sales | Net sales | | $ | 63,910 | | | $ | 58,792 | | | $ | 57,839 | | |
| Net sales | |
| Net sales | |
| Percentage change from comparable period | |
| Percentage change from comparable period | |
| Percentage change from comparable period | Percentage change from comparable period | | 8.7 | % | | 1.6 | % | | (2.3) | % | |
| Calendar comparable sales increase | Calendar comparable sales increase | | 8.7 | % | | 1.6 | % | | 5.4 | % | |
| Calendar comparable sales increase | |
| Calendar comparable sales increase | |
| Operating income | |
| Operating income | |
| Operating income | Operating income | | $ | 1,906 | | | $ | 1,642 | | | $ | 1,520 | | |
| Operating income as a percentage of net sales | Operating income as a percentage of net sales | | 3.0 | % | | 2.8 | % | | 2.6 | % | |
| Operating income as a percentage of net sales | |
| Operating income as a percentage of net sales | |
| Unit counts at period end | Unit counts at period end | | 599 | | | 599 | | | 599 | | |
| Unit counts at period end | |
| Unit counts at period end | |
| Retail square feet at period end | |
| Retail square feet at period end | |
| Retail square feet at period end | Retail square feet at period end | | 80 | | | 80 | | | 80 | | |
| Excluding Fuel (1) | Excluding Fuel (1) | | |
| Excluding Fuel (1) | |
| Excluding Fuel (1) | |
| Net sales | |
| Net sales | |
| Net sales | Net sales | | $ | 59,184 | | | $ | 52,792 | | | $ | 52,332 | | |
| Percentage change from comparable period | Percentage change from comparable period | | 12.1 | % | | 0.9 | % | | (3.9) | % | |
| Percentage change from comparable period | |
| Percentage change from comparable period | |
| Operating income | |
| Operating income | |
| Operating income | Operating income | | $ | 1,645 | | | $ | 1,486 | | | $ | 1,383 | | |
| Operating income as a percentage of net sales | Operating income as a percentage of net sales | | 2.8 | % | | 2.8 | % | | 2.6 | % | |
| Operating income as a percentage of net sales | |
| Operating income as a percentage of net sales | |
(1) We believe the "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.
Net sales for the Sam's Club segment increased $5.1$1.8 billion or 8.7%2.2% and $1.0$10.8 billion or 1.6%14.7% for fiscal 20212024 and 2020, respectively, when compared to the previous fiscal year. Our 8.7% growth in comparable sales for fiscal 2021 benefited from growth in transactions and average ticket resulting from the COVID-19 pandemic, partially offset by both our decision to remove tobacco from certain club locations and by lower fuel sales. Sam's Club eCommerce sales positively contributed approximately 2.2% to comparable sales. For fiscal 2020, the increase was primarily due to comparable sales, including fuel, of 1.6%. Comparable sales benefited from growth in transactions and higher fuel sales, which were partially offset by lower ticket due to our decision to remove tobacco from certain club locations. Sam's Club eCommerce sales positively contributed approximately 1.8% to comparable sales.
Gross profit rate increased 65 basis points and decreased 11 basis points for fiscal 2021 and 2020,2023, respectively, when compared to the previous fiscal year. The increaseincreases in gross profit rate wasnet sales were primarily due to favorableincreases in comparable sales, mix, including lower fuel, of 2.3% and tobacco14.6% for fiscal 2024 and 2023, respectively. Comparable sales benefited from growth in transactions and improvementaverage ticket, including strong sales in inventory losses whichgrocery and health and wellness. Additionally, fiscal 2024 growth was partially offset by price investmentlower fuel sales due to deflation in this category. Sam's Club eCommerce sales positively contributed approximately 1.7% and higher eCommerce fulfillment costs. For0.8% to comparable sales for fiscal 2024 and 2023, respectively, which was primarily driven by curbside pickup and ship to home.
, grossGross profit rate increased 55 basis points and decreased due to price investment and higher eCommerce fulfillment costs, partially offset by reduced tobacco sales.
Membership and other income increased 6.8% and 4.7%155 basis points for fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year. For fiscal 20212024, the increase in gross profit rate was primarily due to the lapping of elevated markdowns in the prior year, partially offset by product mix shifts into lower margin categories. For fiscal 2023, the decrease in gross profit rate was primarily due to inventory markdowns, elevated supply chain and 2020,eCommerce fulfillment costs and inflation related LIFO charges.
Membership and other income increased 7.5% and 7.0% for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year. For fiscal 2024 and 2023, the increases were primarily due to growth in total members, which benefited from higher overall renewal rates,membership base and higher Plus Member penetration. Fiscal 2021 growth2024 was also positively affectedimpacted by higher Plus renewals, as well as the COVID-19 pandemic. Fiscal 2020 was also benefited by gains on property sales and other income.expiration of a promotional offering offsetting membership fee increases during the fourth quarter of fiscal 2024.
Operating expenses as a percentage of segment net sales increased 4246 basis points and decreased 1997 basis points for fiscal 20212024 and 2020,2023, respectively, when compared to the previous fiscal year. Despite increased net sales from the strong demand resulting from the COVID-19 pandemic, fiscal 2021Fiscal 2024 operating expenses as a percentage of net sales increased primarily due to $0.3 billion of incremental costs related to the pandemic, which included additional costs such as special bonuses, expanded cleaning practiceslower fuel sales and security, expanded sick and emergency leave pay, and outfitting our associates with masks and gloves. Additionally, the increase inelevated technology spend. Fiscal 2023 operating expenseexpenses as a percentage of segment net sales was affected by reduced tobacco and fueldecreased primarily due to higher sales. For fiscal 2020, the decrease was primarily the result of lower labor-related costs and a charge of approximately $50 million related to lease exit costs in the prior comparable period. These benefits were partially offset by a reduction in sales of tobacco and a higher level of technology investment.
As a result of the factors discussed above, segment operating income increased $0.3$0.2 billion and $0.1decreased $0.3 billion for fiscal 20212024 and 2020,2023, 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 dividends on our common stock and share repurchases. We believe our sources of liquidity will continue to be adequatesufficient 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 for the foreseeable future.
Net Cash Provided by Operating Activities
| | Fiscal Years Ended January 31, |
| | Fiscal Years Ended January 31, | | | | Fiscal Years Ended January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | | 2019 | (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Net cash provided by operating activities | Net cash provided by operating activities | | $ | 36,074 | | | $ | 25,255 | | | $ | 27,753 | |
Net cash provided by operating activities was $36.1$35.7 billion, $25.3$28.8 billion and $27.8$24.2 billion for fiscal 2021, 20202024, 2023 and 2019,2022, respectively. NetThe increase in net cash provided by operating activities forin fiscal 2021 increased when compared to the previous fiscal year2024 is primarily due to the impact of the global health crisis which accelerated inventory sell-through,higher cash provided by operating income, as well as the timing of certain payments and strategic inventory management as part of working capital initiatives, partially offset by payment of inventory purchases, incremental COVID-19 related expenses and certain benefit payments.the remaining accrued opioid legal charges. The decreaseincrease in net cash provided by operating activities for fiscal 2020,2023, when compared to the previous fiscal year, was primarily due to the contribution to our Asda pension planmoderated levels of inventory purchases, partially offset by a decline in anticipation of its future settlement, the inclusion of a full year of Flipkart operations,operating income and the timing of vendorcertain payments.
Cash Equivalents and Working Capital Deficit
Cash and cash equivalents were $17.7$9.9 billion and $9.5$8.6 billion as of January 31, 20212024 and 2020,2023, respectively. We maintained more cash at January 31, 2021 compared to January 31, 2020 in order to provide us with enhanced financial flexibility due to the uncertainties related to the COVID-19 pandemic. Our working capital deficit, defined as total current assets less total current liabilities, was $2.6$15.5 billion and $16.0$16.5 billion as of January 31, 20212024 and 2020,2023, respectively. The decrease in our working capital deficit as compared to the previous fiscal year is primarily driven by a decrease in accrued liabilities primarily due to the payment of the remaining accrued opioid legal charges and an increase in cash, and cash equivalents as well as thepartially offset by an increase in current assetsaccounts payable and current liabilities due to the classificationa decrease in inventories as part of the Company's operations in the U.K. and Japan as held for sale.working capital initiatives. 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. Additionally, from time-to-time, we repatriate earnings and related cash from jurisdictions outside of the U.S. Historically, U.S. taxes were due upon repatriation of foreign earnings. Due to the enactment of U.S. tax reform,Under current law, repatriations of foreign earnings will generally be free of U.S. federal tax, but may incur other taxes such as withholding or state taxes. While we are awaiting anticipated technical guidance from the Internal Revenue Service ("IRS") and the U.S. Treasury Department, weWe do not expect current local laws, or other existing limitations or potential taxes on anticipated future repatriations of cash amounts held outside the U.S. to have a material effect on our overall liquidity, financial position or results of operations.
As of January 31, 20212024 and 2020,2023, cash and cash equivalents of $2.8$3.5 billion and $2.3$2.9 billion, respectively, may not be freely transferable to the U.S. due to local laws or other restrictions. Of the $2.8 billion as of January 31, 2021, approximately $1.0 billion can only be accessed through dividendsrestrictions or intercompany financing arrangementsare subject to the approval of the Flipkart minority shareholders; however, this cash is expected to be utilized to fund the operations of Flipkart.noncontrolling interest shareholders.
Net Cash Used in Investing Activities
| | | | | Fiscal Years Ended January 31, | | | Fiscal Years Ended January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | | 2019 | (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Net cash used in investing activities | Net cash used in investing activities | | $ | (10,071) | | | $ | (9,128) | | | $ | (24,036) | |
Net cash used in investing activities was $10.1$21.3 billion, $9.1$17.7 billion and $24.0$6.0 billion for fiscal 2021, 20202024, 2023 and 2019,2022, respectively, and generally consisted of payments for business acquisitions and to expand our eCommerce capabilities, invest in other technologies and supply chain, remodel existing stores and clubs and add new stores and clubs.capital expenditures. Net cash used in investing activities increased $0.9$3.6 billion for fiscal 2024 when compared to the previous fiscal year primarily due to increased payments for property and equipment. Net cash used in investing activities increased $11.7 billion for fiscal 20212023 when compared to the previous fiscal year, primarily as adue to the result of lapping the net proceeds received from the saledivestitures of our banking operations in Walmart Canadathe U.K. and the changeJapan and an increase in other investing activities, partially offset by decreased capital expenditures. Net cash used in investing activities decreased $14.9 billion for fiscal 2020 when comparedexpenditures to the previous fiscal year, primarily as a result of the $13.8 billion payment for the acquisition of Flipkart, net of cash acquired, as well as payments for other, smaller acquisitions in fiscal 2019.support our investment strategy.
Growth Activities
2023. For the fiscal year ending January 31, 20222025 ("fiscal 2022"2025"), we project capital expenditures will be approximately $14$20 billion to $24 billion, with a focus on technology, supply chain, automation,and customer-facing initiatives and technology.initiatives.
Net Cash Used in Financing Activities
| | | | | Fiscal Years Ended January 31, | | | Fiscal Years Ended January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | | 2019 | (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Net cash used in financing activities | Net cash used in financing activities | | $ | (16,117) | | | $ | (14,299) | | | $ | (2,537) | |
Net cash used infrom financing activities generally consists of transactions related to our short-term and long-term debt financing obligations,transactions, dividends paid, and the repurchaserepurchases of Company stock. Transactionsstock and transactions with noncontrolling interest shareholders are also classified as cash flows from financing activities.shareholders. Fiscal 20212024 net cash used in financing activities increased $1.8decreased $3.6 billion when compared to the same period in the previous fiscal year. The increasedecrease is primarily due to the timingfewer repurchases of issuances and repayments of long-term debt,Company stock, partially offset by both a reduction in cash used to pay down short-term borrowings as well as share repurchases as we manage our financial position during the current economic environment.purchase of certain noncontrolling interests. Fiscal 20202023 net cash used in financing activities increased $11.8decreased $5.8 billion for fiscal 2020 when compared to the same period in the previous fiscal year. The increasedecrease was primarily due to the $15.9 billion of net proceeds received in fiscal 2019 from the issuancerepayments of long-term debt to fund a portionand related payment of premiums for the purchase price for Flipkartearly extinguishment of certain notes in the prior fiscal year, partially offset by $5.5 billionthe equity funding from the sale of additional long-term debtsubsidiary stock in the prior fiscal 2020year.
Purchase and Sale of Subsidiary Stock
During fiscal 2024, we paid $3.5 billion to fund general business operations.acquire shares from certain Flipkart noncontrolling interest holders and settle the liability to former noncontrolling interest holders of PhonePe. Additionally, we received $0.7 billion related to new rounds of equity funding for the Company's majority owned PhonePe subsidiary.
During fiscal 2023, we completed a $0.4 billion buyout of the noncontrolling interest shareholders of our Massmart subsidiary and completed a $0.4 billion acquisition of Alert Innovation, bringing our ownership to approximately 100% of both Massmart and Alert Innovation.
During fiscal 2022, we received $3.2 billion primarily related to a new equity funding for our majority-owned Flipkart subsidiary.
Short-term Borrowings
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. The following table includes additional information related to the Company'sour short-term borrowings for fiscal 2021, 20202024, 2023 and 2019:
| | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| (Amounts in millions) | | 2021 | | 2020 | | 2019 |
| Maximum amount outstanding at any month-end | | $ | 4,048 | | | $ | 13,315 | | | $ | 13,389 | |
| Average daily short-term borrowings | | 1,577 | | | 7,120 | | | 10,625 | |
| Annual weighted-average interest rate | | 3.1 | % | | 2.5 | % | | 2.4 | % |
2022: | | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Maximum amount outstanding at any month-end | | $ | 9,942 | | | $ | 11,432 | | | $ | 716 | |
| Average daily short-term borrowings | | 4,295 | | | 7,250 | | | 626 | |
| Annual weighted-average interest rate | | 5.1 | % | | 2.4 | % | | 3.7 | % |
Short-term borrowings as of January 31, 2024 and 2023 were $0.9 billion and $0.4 billion, respectively, with weighted-average interest rates of 7.7% and 6.6%, respectively. We also have $15.0 billion of various undrawn committed lines of credit in the U.S. as of January 31, 20212024 that provide additional liquidity, if needed. Additionally, we maintain access to various credit facilities outside of the U.S. to further support our Walmart International segment operations, as needed. As of January 31, 2024, we have $2.1 billion of syndicated and fronted letters of credit available, of which $1.7 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 2021:2024:
| | (Amounts in millions) | (Amounts in millions) | | Long-term debt due within one year | | Long-term debt | | Total | (Amounts in millions) | | Long-term debt due within one year | | Long-term debt | | Total |
| Balances as of February 1, 2020 | | $ | 5,362 | | | $ | 43,714 | | | $ | 49,076 | |
| | Balances as of February 1, 2023 | |
| Proceeds from issuance of long-term debt | |
| Repayments of long-term debt | Repayments of long-term debt | | (5,382) | | | — | | | (5,382) | |
| Reclassifications of long-term debt | Reclassifications of long-term debt | | 3,126 | | | (3,126) | | | — | |
| Other | | 9 | | | 606 | | | 615 | |
| Balances as of January 31, 2021 | | $ | 3,115 | | | $ | 41,194 | | | $ | 44,309 | |
| Currency and other adjustments | |
| Balances as of January 31, 2024 | |
Our total outstanding long-term debt increased $0.7 billion during fiscal 2024, primarily due to the issuance of new long-term debt in April 2023, partially offset by the maturities of certain long-term debt. Refer to Note 6 to our Consolidated Financial Statements for details on the issuances of long-term debt. Estimated contractual interest payments associated with our long-term debt amount to $20.2 billion, with approximately $1.8 billion expected to be paid in fiscal 2025. Estimated interest payments are based on our principal amounts and expected maturities of all debt outstanding as of January 31, 2024, and assumes interest rates remain at current levels for our variable rate instruments.
Dividends
Our total dividend payments were $6.1 billion, $6.0$6.1 billion and $6.1$6.2 billion for fiscal 2021, 20202024, 2023 and 2019,2022, respectively. The Board of DirectorsEffective February 20, 2024, the Company approved effective February 18, 2021, the fiscal 20222025 annual dividend of $2.20$0.83 per share, an increase over the fiscal 20212024 annual dividend of $2.16$0.76 per share. For fiscal 2022,2025, the annual dividend will be paid in four quarterly installments of $0.55$0.2075 per share, according to the following record and payable dates:
| | | | | | | | |
| Record Date | | Payable Date |
March 19, 202115, 2024 | | April 5, 20211, 2024 |
May 7, 202110, 2024 | | June 1, 2021May 28, 2024 |
August 13, 202116, 2024 | | September 7, 20213, 2024 |
December 10, 202113, 2024 | | January 3, 20226, 2025 |
Company Share Repurchase Program
From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors. All repurchases made during fiscal 20212024 were made under the $20current $20.0 billion share repurchase program approved in October 2017,November 2022, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases. As of whichJanuary 31, 2024, authorization for $3.0$16.5 billion of share repurchases remained as of January 31, 2021. On February 18, 2021,under the Board of Directors approved a new $20.0 billion share repurchase program which, beginning February 22, 2021, replaced the previous 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 majority of the ongoing share repurchase program will be funded through the Company's free cash 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 2021, 20202024, 2023 and 2019:2022:
| | Fiscal Years Ended January 31, |
| | Fiscal Years Ended January 31, | | | | Fiscal Years Ended January 31, |
| (Amounts in millions, except per share data) | (Amounts in millions, except per share data) | | 2021 | | 2020 | | 2019 | (Amounts in millions, except per share data) | | 2024 | | 2023 | | 2022 |
| Total number of shares repurchased | Total number of shares repurchased | | 19.4 | | 53.9 | | 79.5 | Total number of shares repurchased | | 54.6 | | 221.8 | | 209.1 |
| Average price paid per share | Average price paid per share | | $ | 135.20 | | | $ | 105.98 | | | $ | 93.18 | |
| Total amount paid for share repurchases | Total amount paid for share repurchases | | $ | 2,625 | | | $ | 5,717 | | | $ | 7,410 | |
Material Cash Requirements
Material cash requirements from operating activities primarily consist of inventory purchases, employee related costs, taxes, interest and other general operating expenses, which we expect to be primarily satisfied by our cash from operations. Other material cash requirements from known contractual and other obligations include short-term borrowings, long-term debt and related interest payments, leases and purchase obligations. See Note 6 and Note 7 to our Consolidated Financial Statements for information regarding outstanding short-term borrowings and long-term debt, and leases, respectively. As of January 31, 2024, the Company has $34.3 billion of unrecorded purchase obligations outstanding, of which $14.6 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 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 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. 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.
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 includeincludes 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. As of January 31, 2021,2024, 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+ | | AA |
| Moody's Investors Service | | P-1 | | Aa2 |
| Fitch Ratings | | F1+ | | AA |
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, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Payments Due During Fiscal Years Ending January 31, |
| (Amounts in millions) | | Total | | 2022 | | 2023-2024 | | 2025-2026 | | Thereafter |
| Recorded contractual obligations: | | | | | | | | | | |
Long-term debt(1) | | $ | 44,309 | | | $ | 3,115 | | | $ | 7,735 | | | $ | 5,840 | | | $ | 27,619 | |
| Short-term borrowings | | 224 | | | 224 | | | — | | | — | | | — | |
Operating lease obligations(2) | | 20,949 | | | 2,189 | | | 3,878 | | | 3,224 | | | 11,658 | |
Finance lease obligations and other(2)(3) | | 8,835 | | | 896 | | | 1,461 | | | 1,221 | | | 5,257 | |
Obligations related to businesses held for sale(4) | | 8,081 | | | 564 | | | 1,034 | | | 899 | | | 5,584 | |
| Unrecorded contractual obligations: | | | | | | | | | | |
| Estimated interest on long-term debt | | 21,124 | | | 1,636 | | | 3,072 | | | 2,678 | | | 13,738 | |
| Syndicated and other letters of credit | | 2,019 | | | 2,019 | | | — | | | — | | | — | |
| Purchase obligations | | 15,004 | | | 7,017 | | | 5,562 | | | 1,495 | | | 930 | |
Obligations related to businesses held for sale(4) | | 856 | | | 621 | | | 210 | | | 22 | | | 3 | |
| Total contractual obligations | | $ | 121,401 | | | $ | 18,281 | | | $ | 22,952 | | | $ | 15,379 | | | $ | 64,789 | |
(1) Includes deferred loan costs, discounts, fair value hedges, foreign-held debt and secured debt.
(2) Represents our contractual obligations to make future payments under non-cancelable operating leases and finance lease agreements, both of which are recorded on the balance sheet at their present value. Refer to Note 7 to our Consolidated Financial Statements for additional information regarding operating and finance leases.(3) Finance lease obligations and other includes contractual obligations under other financing obligations of $1.3 billion.
(4) Includes obligations related to our operations in Japan and the United Kingdom which are classified as held for sale as of January 31, 2021.
Under the terms of the sale of the majority stake of Walmart Brazil, we agreed to indemnify the purchaser for certain pre-closing tax and legal contingencies and other matters for up to R$2.3 billion, adjusted for interest based on the Brazilian interbank deposit rate. As of January 31, 2021, the indemnification liability was $0.6 billion and recorded in deferred income taxes and other in the Company's Consolidated Balance Sheet.
Estimated interest payments are based on our principal amounts and expected maturities of all debt outstanding as of January 31, 2021, and assumes interest rates remain at current levels for our variable rate debt. Additionally, we have $15.0 billion of various undrawn committed lines of credit in the U.S. as of January 31, 2021.
Purchase obligations include legally binding contracts, such as firm commitments for inventory and utility purchases, as well as commitments to make capital expenditures, software acquisition and license commitments and legally binding service contracts. For the purposes of the above table, contractual obligations for the purchase of goods or services are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Contracts that specify the Company will purchase all or a portion of its requirements of a specific product or service from a supplier, but do not include a fixed or minimum quantity, are excluded from the table above. Accordingly, purchase orders for inventory are not included in the table above as purchase orders represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our current inventory needs and are fulfilled by our suppliers within short time periods. We also enter into contracts for outsourced services; however, the obligations under these contracts are not significant and the contracts generally contain clauses allowing for cancellation without significant penalty.
The expected timing for payment discussed above is estimated based on current information. Timing of payments and actual amounts paid may be different depending on the timing of receipt of goods or services or changes to agreed-upon amounts for some obligations.
In addition to the amounts shown in the table above, $1.7 billion of net unrecognized tax benefits are considered uncertain tax positions and have been recorded as liabilities. The timing of the payment, if any, associated with these liabilities is uncertain. Refer to Note 9 to our Consolidated Financial Statements for additional discussion of unrecognized tax benefits.Off Balance Sheet Arrangements
As of January 31, 2021, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial position, results of operations, liquidity, capital expenditures or capital resources.
Other Matters
We discuss our "Asda Equal Value Claims" which includes certain existing employment claims against our recently divested United Kingdom subsidiary, Asda Group Limited, including certain risks arising therefrom, under the sub-caption "Legal Proceedings" inIn Note 10 to our Consolidated Financial Statements. We alsoStatements, which is captioned "Contingencies" and appears in Part II of this Annual Report on Form 10-K under the caption "Item 8. Financial Statements and Supplementary Data," we discuss, under the Opioidssub-captions "Settlement Framework Regarding Multidistrict and State or Local Opioid Related Litigation," and "Other Opioid Related Litigation" the Prescription Opiate Litigation, the Settlement Framework, and other matters, including certain risks arising therefrom, in "Item 1A. Risk Factors" under the caption "Legal, Tax, Regulatory, Compliance, Reputational and Other Risks" and under the sub-caption "Legal Proceedings" intherefrom. In that Note 10, we also discuss under the sub-caption "Asda Equal Value Claims" the Company's indemnification obligation for the Asda Equal Value Claims matter, under the sub-caption "Money Transfer Agent Services Matters," a United States Federal Trade Commission complaint related to our Consolidated Financial Statements.money transfers and the Company's anti-fraud program and a government investigation by the U.S. Attorney's Office for the Middle District of Pennsylvania into the Company's consumer fraud prevention and anti-money laundering compliance related to the Company's money transfer agent services as well as under the sub-caption "Mexico Antitrust Matter," we disclose the main Mexican operating subsidiary of Wal-Mart de México was notified of the initiation of a quasi-judicial administrative process against it for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services. We also discuss various legal proceedings related to the Asda Equal Value ClaimsFederal and State Prescription Opiate Litigation, the Settlement Framework, DOJ Opioid Civil Litigation and Opioids Related Securities Class Actions and Derivative Litigation inPart I of this Annual Report on Form 10-K under the caption "Item 3. Legal Proceedings," hereinunder the sub-caption "I. Supplemental Information." We also discuss the Foreign Direct Investment Matters in Part I of this Annual Report on Form 10-K under the caption "Supplemental Information."Item 3. Legal Proceedings," under the sub-caption "II. Certain Other Matters." We also discuss an environmental matter with the State of California in Part I of this Annual Report on Form 10-K under the caption "Item 3. Legal Proceedings," under the sub-caption "III. Environmental Matters." The foregoing matters and other
matters described elsewhere in this Annual Report on Form 10-K represent contingenciescontingent liabilities of the Company that may or may not result in the Company incurringincurrence of a material liability by the Company upon their final resolution.
Summary of Critical Accounting Estimates
Management strives to report our financial results in a clear and understandable manner, although in some cases accounting and disclosure rules are complex and require us to use technical terminology. In preparing the Company's Consolidated Financial Statements, we follow accounting principles generally accepted in the U.S. These principles require us to make certain estimates and apply judgments that affect our financial position and results of operations as reflected in our financial statements. These judgments and estimates are based on past events and expectations of future outcomes. Actual results may differ from our estimates.
Management continually reviews our accounting policies including how they are applied and how they are reported and disclosed in our financial statements. Following is a summary of our critical accounting estimates and how they are applied in preparation of the financial statements.
Inventories
We value inventories at the lower of cost or market as determined primarily by the retail inventory method of accounting, using the last-in, first-out ("LIFO") method for Walmart U.S. segment's inventories. The inventory at the Sam's Club segment is valued using the weighted-average cost LIFO method. When necessary, we record a LIFO provision for the estimated annual effect of inflation, and these estimates are adjusted to actual results determined at year-end. Our LIFO provision is calculated based on inventory levels, markup rates and internally generated retail price indices. As a measure of sensitivity, a 1% increase to our retail price indices would not have resulted in a decrease to the carrying value of inventory. As of January 31, 2021 and 2020, our inventories valued at LIFO approximated those inventories as if they were valued at first-in, first-out ("FIFO").
Impairment of Assets
We evaluate long-lived assets for indicators of impairment whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. Management's judgments regarding the existence of impairment indicators are based on market conditions and financial performance. The evaluation of long-lived assets is performed at the lowest level of identifiable cash flows, which is generally at the individual store level. The variability of these factors depends on a number of conditions, including uncertainty about future events and changes in demographics. Thus, our accounting estimates may change from period to period. These factors could cause management to conclude that indicators of impairment exist and require impairment tests be performed, which could result in management determining the value of long-lived assets is impaired, resulting in a write-down of the related long-lived assets. Impairment charges on assets held and used were immaterial in fiscal 2021, 2020 and 2019. As a measure of sensitivity, fiscal 2021 impairment would not change materially with a 10% decrease in the undiscounted cash flows for the stores or clubs with indicators of impairment.
In fiscal 2021, the Company's operations in Argentina, Japan and the United Kingdom met the held for sale criteria. As a result, the individual disposal groups were measured at fair value, less costs to sell, which resulted in impairment charges that were included in the total estimated pre-tax loss of $8.3 billion recorded in fiscal 2021. Refer to Note 12. Fiscal 2019 included a pre-tax loss of $4.8 billion related to the sale of the majority stake in Walmart Brazil, which included full impairment of all related assets.Business Combinations, Goodwill, and Acquired Intangible Assets
We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values at the date of acquisition. The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when market value is not readily available. For intangible assets acquired in a business combination, we typically use the income method. Significant estimates in valuing certain intangible assets include, but are not limited to, the amount and timing of future cash flows, growth rates, discount rates and useful lives. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded as goodwill.
Goodwill is assigned to the reporting unit which consolidates the acquisition. Components within the same reportable segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. As of January 31, 2021, our reporting units consisted of Walmart U.S., Walmart International and Sam's Club. Goodwill and other indefinite-lived acquired intangible assets are not amortized, but are evaluated for impairment annually or whenever events or changes in circumstances indicate that the value of a certain asset may be impaired. Generally, this evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary. If we determine, after performing an assessment based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in excess of the carrying amount cannot be assured, then a quantitative impairment test would be performed. The quantitative test for impairment requires management to make judgments relating to future cash flows, growth rates and economic and market conditions. These evaluations are based on determining the fair value of a reporting unit or asset using a valuation method such as discounted cash flow or a relative, market-based approach. Historically, our reporting units have generated sufficient returns to recover the cost of goodwill, as the fair value significantly exceeded the carrying value. Our indefinite-lived acquired intangible assets have also historically generated sufficient returns to recover their cost. Because of the nature of the factors used in these tests, if different conditions occur in future periods, future operating results could be materially impacted. Due to certain strategic restructuring decisions, we recorded approximately $0.7 billion in impairment in fiscal 2020 related to acquired trade names and acquired developed software.
Contingencies
We are involved in a number of legal proceedings.proceedings and certain regulatory matters. We record a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. We also perform an assessment of the materiality of loss contingencies where a loss is either not probablereasonably possible or it is reasonably possible that a loss could be incurred in excess of amounts accrued. If a loss or an additional loss has at least a reasonable possibility of occurring and the impact on the financial statements would be material, we provide disclosure of the loss contingency in the footnotes to our financial statements. We review all contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or the range of the loss can be made. Although we are not able to predict the outcome or reasonably estimate a range of possible losses in certain matters described in Note 10 to our Consolidated Financial Statements and have not recorded an associated accrual related to these matters, an adverse judgment or negotiated resolution in any of these matters could have a material adverse effect on our business, reputation, financial position, results of operations or cash flows. Uncertain Tax Positions
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our tax returns are routinely audited and settlements of issues raised in these audits sometimes affect our tax provisions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more likely than not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the financial statements as appropriate. We account for uncertain tax positions by determining the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. Accordingly, the determination of our uncertain tax positions requires judgment, the use of estimates in certain cases and the interpretation and application of complex tax laws.
| | | | | |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Market Risk
In addition to the risks inherent in our operations, we are exposed to certain market risks, including changes in interest rates, currency exchange rates and the fair values of certain equity and equity method investments measured on a recurring basis.
The analysis presented below for each of our market risk sensitive instruments is based on a hypothetical scenario used to calibrate potential risk and does not represent our view of future market changes. The effect of a change in a particular assumption is calculated without adjusting any other assumption. In reality, however, a change in one factor could cause a change in another, which may magnify or negate other sensitivities.
Interest Rate Risk
We are exposed to changes in interest rates as a result of our short-term borrowings and long-term debt. We hedge a portion of our interest rate risk by managing the mix of fixed and variable rate debt and by entering into interest rate swaps. For fiscal 2024, the net fair value of our interest rate swaps increased $35 million primarily due to fluctuations in market interest rates.
The table below provides information about our financial instruments that are sensitive to changes in interest rates. For long-term debt, the table represents the principal cash flows and related weighted-average interest rates by expected maturity dates. For interest rate swaps, the table represents the contractual cash flows and weighted-average interest rates by the contractual maturity date, unless otherwise noted. The notional amounts are used to calculate contractual cash flows to be exchanged under the contracts. The weighted-average variable rates are based upon prevailing market rates as of January 31, 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Expected Maturity Date |
| (Amounts in millions) | | Fiscal 2025 | | Fiscal 2026 | | Fiscal 2027 | | Fiscal 2028 | | Fiscal 2029 | | Thereafter | | Total |
| Liabilities | | | | | | | | | | | | | | |
| Short-term borrowings: | | | | | | | | | | | | | | |
| Variable rate | | $ | 878 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 878 | |
| Weighted-average interest rate | | 7.7 | % | | — | % | | — | % | | — | % | | — | % | | — | % | | 7.7 | % |
Long-term debt(1): | | | | | | | | | | | | | | |
| Fixed rate | | $ | 3,447 | | | $ | 2,600 | | | $ | 3,483 | | | $ | 1,760 | | | $ | 3,458 | | | $ | 24,831 | | | $ | 39,579 | |
| Weighted-average interest rate | | 3.0 | % | | 3.8 | % | | 2.5 | % | | 3.6 | % | | 3.0 | % | | 4.5 | % | | 3.9 | % |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Interest rate derivatives | | | | | | | | | | | | | | |
| Interest rate swaps: | | | | | | | | | | | | | | |
| Fixed to variable | | $ | 1,500 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,250 | | | $ | 3,521 | | | $ | 6,271 | |
| Weighted-average pay rate | | 6.7 | % | | — | % | | — | % | | — | % | | 5.7 | % | | 6.9 | % | | 6.6 | % |
| Weighted-average receive rate | | 3.3 | % | | — | % | | — | % | | — | % | | 1.5 | % | | 2.9 | % | | 2.7 | % |
(1) Includes deferred loan costs, discounts, fair value hedges, foreign-held debt and secured debt.
As of January 31, 2024, our variable rate borrowings, including the effect of our commercial paper and interest rate swaps, represented 18% of our total short-term and long-term debt. Based on January 31, 2024 debt levels, a 100 basis point change in prevailing market rates would cause our annual interest costs to change by approximately $0.1 billion.
Foreign Currency Risk
We are exposed to fluctuations in currency exchange rates as a result of our investments and operations in countries other than the U.S., as well as our foreign-currency-denominated long-term debt. For fiscal 2024, movements in currency exchange rates and the related impact on the translation of the balance sheets resulted in the $0.3 billion net gain in the currency translation and other category of accumulated other comprehensive loss.
We hedge a portion of our foreign currency risk by entering into currency swaps. The aggregate fair value of these swaps was in a liability position of $1.3 billion and $1.4 billion as of January 31, 2024 and January 31, 2023, respectively. The change in the fair value of these swaps was due to fluctuations in currency exchange rates, primarily due to the strengthening of certain currencies relative to the U.S. dollar in fiscal 2024. The hypothetical result of a uniform 10% weakening in the value of the U.S. dollar relative to other currencies underlying these swaps would have resulted in a change in the value of the swaps of $0.7 billion. A hypothetical 10% change in interest rates underlying these swaps from the market rates in effect as of January 31, 2024 would have resulted in a change in the value of the swaps of $0.1 billion.
In certain countries, we also enter into immaterial foreign currency forward contracts to hedge the purchase and payment of purchase commitments denominated in non-functional currencies.
Investment Risk
We are exposed to investment risk primarily related to changes in the fair value of certain equity investments, including certain immaterial equity method investments where we have elected the fair value option, measured on a recurring basis. The amounts of gains and losses included in earnings from fair value changes for these investments are recorded within other gains and losses and resulted in a net loss of $3.8 billion in fiscal 2024 primarily due to net decreases in the underlying stock prices of these investments. As of January 31, 2024, the fair value of our equity investments, including certain equity method investments, measured on a recurring basis was $7.2 billion. As of January 31, 2024, a hypothetical 10% change in the stock price of such investments would have changed the fair value of such investments by approximately $0.7 billion.
| | | | | |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Consolidated Financial Statements of Walmart Inc.
For the Fiscal Year Ended January 31, 2024
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Walmart Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Walmart Inc. (the Company) as of January 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes (collectively referred to as the "Consolidated Financial Statements"). In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company at January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 15, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
| | | | | | | | |
| | Contingencies
|
| Description of the Matter | | As described in Note 10 to the Consolidated Financial Statements, at January 31, 2024, the Company is involved in a number of legal proceedings and certain 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. 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 loss 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 loss 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, evaluated the current status of contingencies based on discussions with internal and outside legal counsel, and obtained representations from management. We also assessed the adequacy of the related disclosures. |
/s/ Ernst & Young LLP
We have served as the Company's auditor since 1969.
Rogers, Arkansas
March 15, 2024
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Walmart Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Walmart Inc.'s internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Walmart Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes and our report dated March 15, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Rogers, Arkansas
March 15, 2024
Walmart Inc.
Consolidated Statements of Income
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Years Ended January 31, |
| (Amounts in millions, except per share data) | | 2024 | | 2023 | | 2022 |
| Revenues: | | | | | | |
| Net sales | | $ | 642,637 | | | $ | 605,881 | | | $ | 567,762 | |
| Membership and other income | | 5,488 | | | 5,408 | | | 4,992 | |
| Total revenues | | 648,125 | | | 611,289 | | | 572,754 | |
| Costs and expenses: | | | | | | |
| Cost of sales | | 490,142 | | | 463,721 | | | 429,000 | |
| Operating, selling, general and administrative expenses | | 130,971 | | | 127,140 | | | 117,812 | |
| Operating income | | 27,012 | | | 20,428 | | | 25,942 | |
| Interest: | | | | | | |
| Debt | | 2,259 | | | 1,787 | | | 1,674 | |
| Finance lease | | 424 | | | 341 | | | 320 | |
| Interest income | | (546) | | | (254) | | | (158) | |
| Interest, net | | 2,137 | | | 1,874 | | | 1,836 | |
| Loss on extinguishment of debt | | — | | | — | | | 2,410 | |
| Other (gains) and losses | | 3,027 | | | 1,538 | | | 3,000 | |
| Income before income taxes | | 21,848 | | | 17,016 | | | 18,696 | |
| Provision for income taxes | | 5,578 | | | 5,724 | | | 4,756 | |
| Consolidated net income | | 16,270 | | | 11,292 | | | 13,940 | |
| Consolidated net (income) loss attributable to noncontrolling interest | | (759) | | | 388 | | | (267) | |
| Consolidated net income attributable to Walmart | | $ | 15,511 | | | $ | 11,680 | | | $ | 13,673 | |
| | | | | | |
| Net income per common share: | | | | | | |
| Basic net income per common share attributable to Walmart | | $ | 1.92 | | | $ | 1.43 | | | $ | 1.63 | |
| Diluted net income per common share attributable to Walmart | | 1.91 | | | 1.42 | | | 1.62 | |
| | | | | | |
| Weighted-average common shares outstanding: | | | | | | |
| Basic | | 8,077 | | | 8,171 | | | 8,376 | |
| Diluted | | 8,108 | | | 8,202 | | | 8,415 | |
| | | | | | |
| Dividends declared per common share | | $ | 0.7600 | | | $ | 0.7467 | | | $ | 0.7333 | |
See accompanying notes.
Walmart Inc.
Consolidated Statements of Comprehensive Income
| | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Consolidated net income | | $ | 16,270 | | | $ | 11,292 | | | $ | 13,940 | |
| Consolidated net (income) loss attributable to noncontrolling interest | | (759) | | | 388 | | | (267) | |
| Consolidated net income attributable to Walmart | | 15,511 | | | 11,680 | | | 13,673 | |
| | | | | | |
| Other comprehensive income (loss), net of income taxes | | | | | | |
| Currency translation and other | | 899 | | | (1,858) | | | 2,442 | |
| Net investment hedges | | — | | | — | | | (1,202) | |
| Cash flow hedges | | 56 | | | (203) | | | (444) | |
| Minimum pension liability | | (11) | | | 5 | | | 1,974 | |
| | | | | | |
| Other comprehensive income (loss), net of income taxes | | 944 | | | (2,056) | | | 2,770 | |
| Other comprehensive (income) loss attributable to noncontrolling interest | | (566) | | | 404 | | | 230 | |
| Other comprehensive income (loss) attributable to Walmart | | 378 | | | (1,652) | | | 3,000 | |
| | | | | | |
| Comprehensive income, net of income taxes | | 17,214 | | | 9,236 | | | 16,710 | |
| Comprehensive (income) loss attributable to noncontrolling interest | | (1,325) | | | 792 | | | (37) | |
| Comprehensive income attributable to Walmart | | $ | 15,889 | | | $ | 10,028 | | | $ | 16,673 | |
See accompanying notes.
Walmart Inc.
Consolidated Balance Sheets
| | | | | | | | | | | | | | |
| | As of January 31, |
| (Amounts in millions) | | 2024 | | 2023 |
| ASSETS | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 9,867 | | | $ | 8,625 | |
| Receivables, net | | 8,796 | | | 7,933 | |
| Inventories | | 54,892 | | | 56,576 | |
| Prepaid expenses and other | | 3,322 | | | 2,521 | |
| Total current assets | | 76,877 | | | 75,655 | |
| | | | |
| | | | |
| | | | |
| | | | |
| Property and equipment, net | | 110,810 | | | 100,760 | |
| | | | |
| Operating lease right-of-use assets | | 13,673 | | | 13,555 | |
| Finance lease right-of-use assets, net | | 5,855 | | | 4,919 | |
| | | | |
| | | | |
| Goodwill | | 28,113 | | | 28,174 | |
| Other long-term assets | | 17,071 | | | 20,134 | |
| Total assets | | $ | 252,399 | | | $ | 243,197 | |
| | | | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY | | | | |
| Current liabilities: | | | | |
| Short-term borrowings | | $ | 878 | | | $ | 372 | |
| Accounts payable | | 56,812 | | | 53,742 | |
| | | | |
| Accrued liabilities | | 28,759 | | | 31,126 | |
| Accrued income taxes | | 307 | | | 727 | |
| Long-term debt due within one year | | 3,447 | | | 4,191 | |
| Operating lease obligations due within one year | | 1,487 | | | 1,473 | |
| Finance lease obligations due within one year | | 725 | | | 567 | |
| | | | |
| Total current liabilities | | 92,415 | | | 92,198 | |
| | | | |
| Long-term debt | | 36,132 | | | 34,649 | |
| Long-term operating lease obligations | | 12,943 | | | 12,828 | |
| Long-term finance lease obligations | | 5,709 | | | 4,843 | |
| | | | |
| Deferred income taxes and other | | 14,629 | | | 14,688 | |
| | | | |
| Commitments and contingencies | | | | |
| | | | |
| Redeemable noncontrolling interest | | 222 | | | 237 | |
| | | | |
| Equity: | | | | |
| Common stock | | 805 | | | 808 | |
| Capital in excess of par value | | 4,544 | | | 4,430 | |
| Retained earnings | | 89,814 | | | 83,135 | |
| Accumulated other comprehensive loss | | (11,302) | | | (11,680) | |
| Total Walmart shareholders' equity | | 83,861 | | | 76,693 | |
| Noncontrolling interest | | 6,488 | | | 7,061 | |
| Total equity | | 90,349 | | | 83,754 | |
| Total liabilities, redeemable noncontrolling interest, and equity | | $ | 252,399 | | | $ | 243,197 | |
See accompanying notes.
Walmart Inc.
Consolidated Statements of Shareholders' Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Accumulated | | Total | | | | |
| | | | | Capital in | | | | Other | | Walmart | | | | |
| (Amounts in millions) | Common Stock | | Excess of | | Retained | | Comprehensive | | Shareholders' | | Noncontrolling | | Total |
| Shares | | Amount | | Par Value | | Earnings | | Income (Loss) | | Equity | | Interest | | Equity |
| Balances as of February 1, 2021 | 8,464 | | | $ | 846 | | | $ | 3,082 | | | $ | 88,763 | | | $ | (11,766) | | | $ | 80,925 | | | $ | 6,606 | | | $ | 87,531 | |
| Consolidated net income | — | | | — | | | — | | | 13,673 | | | — | | | 13,673 | | | 267 | | | 13,940 | |
| Other comprehensive income (loss), net of income taxes | — | | | — | | | — | | | — | | | 3,000 | | | 3,000 | | | (230) | | | 2,770 | |
| Cash dividends declared ($0.7333 per share) | — | | | — | | | — | | | (6,152) | | | — | | | (6,152) | | | — | | | (6,152) | |
| Purchase of Company stock | (210) | | | (21) | | | (412) | | | (9,375) | | | — | | | (9,808) | | | — | | | (9,808) | |
| Cash dividend declared to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (416) | | | (416) | |
| Sale of subsidiary stock | — | | | — | | | 952 | | | — | | | — | | | 952 | | | 2,287 | | | 3,239 | |
| Other | 30 | | | 3 | | | 665 | | | (5) | | | — | | | 663 | | | 124 | | | 787 | |
| Balances as of January 31, 2022 | 8,284 | | | 828 | | | 4,287 | | | 86,904 | | | (8,766) | | | 83,253 | | | 8,638 | | | 91,891 | |
| Consolidated net income | — | | | — | | | — | | | 11,680 | | | — | | | 11,680 | | | (388) | | | 11,292 | |
| Other comprehensive (loss), net of income taxes | — | | | — | | | — | | | — | | | (1,652) | | | (1,652) | | | (404) | | | (2,056) | |
| Cash dividends declared ($0.7467 per share) | — | | | — | | | — | | | (6,114) | | | — | | | (6,114) | | | — | | | (6,114) | |
| Purchase of Company stock | (221) | | | (22) | | | (518) | | | (9,326) | | | — | | | (9,866) | | | — | | | (9,866) | |
| Cash dividend declared to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (449) | | | (449) | |
| Purchase of noncontrolling interest | — | | | — | | | (18) | | | — | | | (1,262) | | | (1,280) | | | (493) | | | (1,773) | |
| Sale of subsidiary stock | — | | | — | | | 48 | | | — | | | — | | | 48 | | | 18 | | | 66 | |
| Other | 17 | | | 2 | | | 631 | | | (9) | | | — | | | 624 | | | 139 | | | 763 | |
| Balances as of January 31, 2023 | 8,080 | | | 808 | | | 4,430 | | | 83,135 | | | (11,680) | | | 76,693 | | | 7,061 | | | 83,754 | |
| Consolidated net income | — | | | — | | | — | | | 15,511 | | | — | | | 15,511 | | | 774 | | | 16,285 | |
| Other comprehensive income, net of income taxes | — | | | — | | | — | | | — | | | 378 | | | 378 | | | 566 | | | 944 | |
| Cash dividends declared ($0.7600 per share) | — | | | — | | | — | | | (6,140) | | | — | | | (6,140) | | | — | | | (6,140) | |
| Purchase of Company stock | (55) | | | (6) | | | (150) | | | (2,635) | | | — | | | (2,791) | | | — | | | (2,791) | |
| Cash dividend declared to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (776) | | | (776) | |
| Purchase of noncontrolling interest | — | | | — | | | (1,076) | | | — | | | — | | | (1,076) | | | (1,367) | | | (2,443) | |
| Sale of subsidiary stock | — | | | — | | | 562 | | | — | | | — | | | 562 | | | 154 | | | 716 | |
| Other | 29 | | | 3 | | | 778 | | | (57) | | | — | | | 724 | | | 76 | | | 800 | |
| Balances as of January 31, 2024 | 8,054 | | | 805 | | | 4,544 | | | 89,814 | | | (11,302) | | | 83,861 | | | 6,488 | | | 90,349 | |
See accompanying notes.
Walmart Inc.
Consolidated Statements of Cash Flows
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Years Ended January 31, |
| (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Cash flows from operating activities: | | | | | | |
| Consolidated net income | | $ | 16,270 | | | $ | 11,292 | | | $ | 13,940 | |
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | | | | | | |
| Depreciation and amortization | | 11,853 | | | 10,945 | | | 10,658 | |
| Net unrealized and realized (gains) and losses | | 3,193 | | | 1,683 | | | 2,440 | |
| Losses on disposal of business operations | | — | | | — | | | 433 | |
| Deferred income taxes | | (175) | | | 449 | | | (755) | |
| Loss on extinguishment of debt | | — | | | — | | | 2,410 | |
| Other operating activities | | 2,642 | | | 1,919 | | | 1,652 | |
| Changes in certain assets and liabilities, net of effects of acquisitions and dispositions: | | | | | | |
| Receivables, net | | (797) | | | 240 | | | (1,796) | |
| Inventories | | 2,017 | | | (528) | | | (11,764) | |
| Accounts payable | | 2,515 | | | (1,425) | | | 5,520 | |
| Accrued liabilities | | (1,324) | | | 4,393 | | | 1,404 | |
| Accrued income taxes | | (468) | | | (127) | | | 39 | |
| Net cash provided by operating activities | | 35,726 | | | 28,841 | | | 24,181 | |
| | | | | | |
| Cash flows from investing activities: | | | | | | |
| Payments for property and equipment | | (20,606) | | | (16,857) | | | (13,106) | |
| Proceeds from the disposal of property and equipment | | 250 | | | 170 | | | 394 | |
| Proceeds from disposal of certain operations, net of divested cash | | 135 | | | — | | | 7,935 | |
| | | | | | |
| Payments for business acquisitions, net of cash acquired | | (9) | | | (740) | | | (359) | |
| | | | | | |
| Other investing activities | | (1,057) | | | (295) | | | (879) | |
| Net cash used in investing activities | | (21,287) | | | (17,722) | | | (6,015) | |
| | | | | | |
| Cash flows from financing activities: | | | | | | |
| Net change in short-term borrowings | | 512 | | | (34) | | | 193 | |
| Proceeds from issuance of long-term debt | | 4,967 | | | 5,041 | | | 6,945 | |
| Repayments of long-term debt | | (4,217) | | | (2,689) | | | (13,010) | |
| Premiums paid to extinguish debt | | — | | | — | | | (2,317) | |
| Dividends paid | | (6,140) | | | (6,114) | | | (6,152) | |
| Purchase of Company stock | | (2,779) | | | (9,920) | | | (9,787) | |
| Dividends paid to noncontrolling interest | | (763) | | | (444) | | | (424) | |
| Purchase of noncontrolling interest | | (3,462) | | | (827) | | | — | |
| Sale of subsidiary stock | | 716 | | | 66 | | | 3,239 | |
| Other financing activities | | (2,248) | | | (2,118) | | | (1,515) | |
| Net cash used in financing activities | | (13,414) | | | (17,039) | | | (22,828) | |
| | | | | | |
| Effect of exchange rates on cash, cash equivalents and restricted cash | | 69 | | | (73) | | | (140) | |
| | | | | | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | | 1,094 | | | (5,993) | | | (4,802) | |
| Change in cash and cash equivalents reclassified from assets held for sale | | — | | | — | | | 1,848 | |
| Cash, cash equivalents and restricted cash at beginning of year | | 8,841 | | | 14,834 | | | 17,788 | |
| Cash, cash equivalents and restricted cash at end of year | | $ | 9,935 | | | $ | 8,841 | | | $ | 14,834 | |
| | | | | | |
| Supplemental disclosure of cash flow information: | | | | | | |
| Income taxes paid | | $ | 5,879 | | | $ | 3,310 | | | $ | 5,918 | |
| Interest paid | | 2,519 | | | 2,051 | | | 2,237 | |
See accompanying notes.
Walmart Inc.
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
General
Walmart Inc. ("Walmart" or the "Company") is a people-led, technology-powered omni-channel retailer dedicated to helping people around the world save money and live better – anytime and anywhere – by providing the opportunity to shop in both retail stores and through eCommerce. Through innovation, the Company is striving to continuously improve a customer-centric experience that seamlessly integrates eCommerce and retail stores in an omni-channel offering that saves time for its customers.
The Company's operations comprise three reportable segments: Walmart U.S., Walmart International and Sam's Club.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Walmart and its subsidiaries as of and for the fiscal years ended January 31, 2024 ("fiscal 2024"), January 31, 2023 ("fiscal 2023") and January 31, 2022 ("fiscal 2022"). Intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates variable interest entities where it has been determined that the Company is the primary beneficiary of those entities' operations. Investments in common stock or in-substance common stock for which the Company exercises significant influence but does not have control are accounted for under the equity method. These variable interest entities and equity method investments are immaterial to the Company's Consolidated Financial Statements.
The Company's Consolidated Financial Statements are based on a fiscal year ending on January 31 for the United States ("U.S.") and Canadian operations. The Company consolidates all other operations generally using a one-month lag and based on a calendar year. There were no significant intervening events during the month of January 2024 related to the operations consolidated using a lag that materially affected the Consolidated Financial Statements.
Use of Estimates
The Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). Those principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Management's estimates and assumptions also affect the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Common Stock Split
On February 23, 2024, the Company effected a 3-for-1 forward split of its common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $0.10 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from capital in excess of par value to common stock.
Cash and Cash Equivalents
The Company considers investments with a maturity when purchased of three months or less to be cash equivalents. All credit card, debit card and electronic transfer transactions that process in less than seven days are classified as cash and cash equivalents. The amounts due from banks for these transactions classified as cash and cash equivalents totaled $2.1 billion and $2.0 billion as of January 31, 2024 and 2023, respectively.
The Company's cash balances are held in various locations around the world. Of the Company's $9.9 billion and $8.6 billion in cash and cash equivalents as of January 31, 2024 and January 31, 2023, approximately 60% and 62% were held outside of the U.S., respectively. Cash and cash equivalents held outside of the U.S. are generally utilized to support liquidity needs in the Company's non-U.S. operations.
The Company uses 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.
As of January 31, 2024 and 2023, cash and cash equivalents of approximately $3.5 billion and $2.9 billion, respectively, may not be freely transferable to the U.S. due to local laws, other restrictions or are subject to the approval of the noncontrolling interest shareholders.
Receivables
Receivables are stated at their carrying values, net of a reserve for doubtful accounts, and are primarily due from the following: customers, which includes pharmacy insurance companies as well as advertisers, and banks for customer credit, debit cards and electronic transfer transactions that take in excess of seven days to process; suppliers for marketing or incentive programs; governments for income taxes; and real estate transactions. Net receivables from transactions with customers were $3.7 billion as of January 31, 2024 and January 31, 2023.
Inventories
The Company utilizes various inventory methods to account for and value its inventories depending upon the nature of the store formats and businesses in each of its segments, resulting in inventories that are recorded at the lower of cost or market or net realizable value, as appropriate.
•Walmart U.S. Segment - Inventories are primarily accounted for under the retail inventory method of accounting ("RIM") to determine inventory cost, using the last-in, first-out ("LIFO") valuation method. RIM generally results in inventory being valued at the lower of cost or market as permanent markdowns are immediately recorded as a reduction of the retail value of inventory.
•Walmart International Segment – Depending on the store format in each market, inventories are generally accounted for using either the RIM or weighted-average cost method, using the first-in, first-out valuation method.
•Sam's Club Segment - The majority of this segment's inventory is accounted for and valued using the weighted-average cost LIFO method.
For those segments that utilize the LIFO method, the Company records an adjustment each quarter, if necessary, for the projected annual effect of inflation or deflation. These estimates are adjusted to actual results determined at year end for inflation or deflation and inventory levels.
Property and Equipment
Property and equipment are initially recorded at cost. Gains or losses on disposition are recognized as earned or incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are expensed as incurred. The following table summarizes the Company's property and equipment balances and includes the estimated useful lives that are generally used to depreciate the assets on a straight-line basis:
| | | | | | | | | | | | | | | | | | | | |
| | Estimated Useful Lives | | As of January 31, |
| (Dollars in millions) | | (in Years) | | 2024 | | 2023 |
| Land | | N/A | | $ | 19,562 | | | $ | 19,317 | |
| Buildings and improvements | | 3 - 40 | | 111,767 | | | 104,554 | |
| Fixtures and equipment | | 2 - 30 | | 72,161 | | | 65,235 | |
| Transportation equipment | | 3 - 15 | | 2,979 | | | 2,462 | |
| Construction in progress | | N/A | | 13,390 | | | 10,802 | |
| Property and equipment | | | | 219,859 | | | 202,370 | |
| Accumulated depreciation | | | | (109,049) | | | (101,610) | |
| Property and equipment, net | | | | $ | 110,810 | | | $ | 100,760 | |
Leasehold improvements are depreciated or amortized over the shorter of the estimated useful life of the asset or the remaining expected lease term. Total depreciation and amortization expense for property and equipment, property under finance leases and intangible assets for fiscal 2024, 2023 and 2022 was $11.9 billion, $10.9 billion and $10.7 billion, respectively.
Leases
For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease. The Company records right-of-use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the Company's leases is not readily determinable, the Company's applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.
Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.
For a majority of all classes of underlying assets, the Company has elected to not separate lease from non-lease components. For leases in which the lease and non-lease components have been combined, the variable lease expense includes expenses such as common area maintenance, utilities and repairs and maintenance.
Impairment of Long-Lived Assets
Management reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows, which is at the individual store or club level. Undiscounted cash flows expected to be generated by the related assets are estimated over the assets' useful lives based on updated projections. If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related asset or asset group as determined by an appropriate market appraisal or other valuation technique.
Goodwill and Other Acquired Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is allocated to the appropriate reporting unit when acquired. Other acquired intangible assets are stated at the fair value acquired as determined by a valuation technique commensurate with the intended use of the related asset. Goodwill and indefinite-lived intangible assets are not amortized; rather, they are evaluated for impairment annually and whenever events or changes in circumstances indicate that the value of the asset may be impaired. Definite-lived intangible assets are considered long-lived assets and are amortized on a straight-line basis over the periods that expected economic benefits will be provided.
Goodwill is typically assigned to the reporting unit which consolidates the acquisition. Components within the same reportable segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. As of January 31, 2024, the Company's reporting units consisted of Walmart U.S., Walmart International and Sam's Club. Goodwill and other indefinite-lived acquired intangible assets are evaluated for impairment using either a qualitative or quantitative approach for each of the Company's reporting units. Generally, a qualitative assessment is first performed to determine whether a quantitative goodwill impairment test is necessary. If management determines, after performing an assessment based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in excess of the carrying amount cannot be assured, then a quantitative goodwill impairment test would be required. The quantitative test for goodwill impairment is performed by determining the fair value of the related reporting units. Fair value is measured based on the discounted cash flow method and relative market-based approaches. Management has performed its evaluation and determined the fair value of each reporting unit is significantly greater than the carrying amount and, accordingly, the Company has not recorded any impairment charges related to goodwill during fiscal 2024, fiscal 2023 or fiscal 2022.
The following table reflects goodwill activity, by reportable segment, for fiscal 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Amounts in millions) | | Walmart U.S. | | Walmart
International | | Sam's Club | | Total |
| Balances as of February 1, 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 | |
| Changes in currency translation and other | | (10) | | | (58) | | | — | | | (68) | |
| Acquisitions | | — | | | 7 | | | — | | | 7 | |
| Balances as of January 31, 2024 | | $ | 3,364 | | | $ | 24,428 | | | $ | 321 | | | $ | 28,113 | |
Intangible assets are recorded in other long-term assets in the Company's Consolidated Balance Sheets. As of January 31, 2024 and 2023, the Company had $4.1 billion and $4.3 billion, respectively, in indefinite-lived intangible assets which primarily consists of acquired trade names. There were no significant impairment charges related to intangible assets for fiscal 2024, 2023 or 2022.
Fair Value Measurement
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. Refer to Note 8 for more information. Investments
Investments in equity securities are recorded in other long-term assets in the Consolidated Balance Sheets. Changes in the fair value of certain equity securities, as well as certain immaterial equity method investments where the Company has elected the fair value option, are measured on a recurring basis and recognized within other gains and losses in the Consolidated Statements of Income. These fair value changes, along with certain other immaterial investment activity, resulted in net losses of $3.8 billion, $1.7 billion and $2.4 billion for fiscal 2024, 2023 and 2022, respectively, primarily due to net changes in the underlying stock prices of those investments. Refer to Note 8 for details. Equity investments without readily determinable fair values are
carried at cost and adjusted for any observable price changes or impairments within other gains and losses in the Consolidated Statements of Income.
Investments in debt securities classified as trading are reported at fair value and adjustments in fair value are recorded within other gains and losses in the Consolidated Statements of Income. As of January 31, 2024 and January 31, 2023, the Company had $1.2 billion and $0.5 billion, respectively, in debt securities classified as trading.
Indemnification Liabilities
The Company has provided certain indemnifications in connection with its divestitures and has recorded indemnification liabilities equal to the estimated fair value of the obligations upon inception. As of January 31, 2024 and January 31, 2023, the Company had $0.7 billion and $0.6 billion, respectively, of certain legal indemnification liabilities recorded within deferred income taxes and other in the Consolidated Balance Sheets. The maximum of potential future payments under these indemnities was $3.2 billion, based on exchange rates as of January 31, 2024.
Supplier Financing Program Obligations
In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. The Company adopted this ASU as of February 1, 2023, other than the roll-forward disclosure requirement, which the Company will adopt in fiscal 2025.
The Company has supplier financing programs with financial institutions, in which the Company agrees to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers. Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow early payment. Supplier participation in these programs has no bearing on the Company's amounts due. The payment terms that the Company has with participating suppliers under these programs generally range between 30 and 90 days. The Company does not have an economic interest in a supplier's participation in the program or a direct financial relationship with the financial institution funding the program. The Company is responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier, regardless of whether the supplier elects to receive early payment from the financial institution. The outstanding payment obligations to financial institutions under these programs were $5.3 billion and $5.2 billion, as of January 31, 2024 and January 31, 2023, respectively. These obligations are generally classified as accounts payable within the Consolidated Balance Sheets. The activity related to these programs is classified as an operating activity within the Consolidated Statements of Cash Flows.
Self Insurance Reserves
The Company self-insures a number of risks, including, but not limited to, workers' compensation, general liability, auto liability, product liability and certain employee-related healthcare benefits. Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis. The recorded liabilities reflect the ultimate cost for claims incurred but not paid and any estimable administrative run-out expenses related to the processing of these outstanding claim payments. On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations. To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers' compensation, general liability and auto liability.
Derivatives
The Company uses derivatives for hedging 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 derivatives in hedging programs subjects the Company to certain risks, such as market and credit risks. The Company may be exposed to credit-related losses in the event of nonperformance by its counterparties to derivatives. Credit risk is monitored through established approval procedures, including setting concentration limits by counterparty, reviewing credit ratings and requiring collateral from the counterparty. The Company enters into derivatives with counterparties rated generally "A-" or better by nationally recognized credit rating agencies. The Company is subject to master netting arrangements which provides set-off and close-out netting of exposures with counterparties, but the Company does not offset derivative assets and liabilities in its Consolidated Balance Sheets. The Company's collateral arrangements require the counterparty in a net liability position in excess of pre-determined thresholds, after considering the effects of netting arrangements, to pledge cash collateral. Cash collateral received from counterparties and cash collateral provided to counterparties under these arrangements was not significant as of January 31, 2024 and 2023.
In order to qualify for hedge accounting, at the inception of the hedging relationship, the Company formally documents its risk management objective and strategy for undertaking the hedging transaction, as well as its designation of the hedge. If a derivative is recorded using hedge accounting, depending on the nature of the hedge, derivative gains and losses are recorded through the same financial statement line item in earnings or are recognized in accumulated other comprehensive loss until the hedged item is recognized in earnings. Derivatives 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. Derivatives 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 derivatives with an unrealized loss are recorded as either current or non-current liabilities, based on maturity date. Refer to Note 8 for the presentation of the Company's derivative assets and liabilities. Fair Value Hedges
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. All interest rate swaps designated as fair value hedges of the related long-term debt meet the shortcut method requirements under U.S. GAAP. Accordingly, changes in the fair values of these interest rate swaps are considered to exactly offset changes in the fair value of the underlying long-term debt. These derivatives will mature on dates ranging from April 2024 to September 2031.
Cash Flow Hedges
The Company is a party to receive fixed-rate, pay fixed-rate cross currency interest rate swaps used to hedge the currency exposure associated with the forecasted payments of principal and interest of certain non-U.S. denominated debt. The Company records changes in the fair value of these swaps in accumulated other comprehensive loss which is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. These derivatives will mature on dates ranging from July 2024 to January 2039.
Net Investment Hedges
Prior to the divestiture of the Company's operations in the United Kingdom and Japan as discussed in Note 12, the Company was a party to receive fixed-rate, pay fixed-rate cross currency interest rate swaps used to hedge the currency exposure associated with net investments of these foreign operations. Changes in fair value attributable to the hedged risk were recorded in accumulated other comprehensive loss. The Company also previously designated certain foreign currency denominated long-term debt as a hedge of currency exposure associated with the net investment of these divested operations and recorded foreign currency gain or loss associated with designated long-term debt in accumulated other comprehensive loss. Upon closing of the sale of the Company's operations in the U.K. and Japan during the first quarter of fiscal 2022, these amounts were released from accumulated other comprehensive loss as discussed in Note 4. Income TaxesForeign Currency Risk
Income taxes have a significant effect on our net earnings. We are subjectexposed to income taxesfluctuations in the U.S. and numerous foreign jurisdictions. Accordingly, the determinationcurrency exchange rates as a result of our provision for income taxes requires judgment, the use of estimatesinvestments and operations in certain cases and the interpretation and application of complex tax laws. Our effective income tax rate is affected by many factors, including changes in our assessment of certain tax contingencies, increases and decreases in valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items and the mix of earnings among our U.S. and international operations where the statutory rates are generally highercountries other than the U.S. statutory rate,, as well as our foreign-currency-denominated long-term debt. For fiscal 2024, movements in currency exchange rates and may fluctuatethe related impact on the translation of the balance sheets resulted in the $0.3 billion net gain in the currency translation and other category of accumulated other comprehensive loss.
We hedge a portion of our foreign currency risk by entering into currency swaps. The aggregate fair value of these swaps was in a liability position of $1.3 billion and $1.4 billion as of January 31, 2024 and January 31, 2023, respectively. The change in the fair value of these swaps was due to fluctuations in currency exchange rates, primarily due to the strengthening of certain currencies relative to the U.S. dollar in fiscal 2024. The hypothetical result of a result.uniform 10% weakening in the value of the U.S. dollar relative to other currencies underlying these swaps would have resulted in a change in the value of the swaps of $0.7 billion. A hypothetical 10% change in interest rates underlying these swaps from the market rates in effect as of January 31, 2024 would have resulted in a change in the value of the swaps of $0.1 billion.
Our tax returnsIn certain countries, we also enter into immaterial foreign currency forward contracts to hedge the purchase and payment of purchase commitments denominated in non-functional currencies.
Investment Risk
We are routinely audited and settlements of issues raised in these audits sometimes affect our tax provisions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more likely than not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record anyexposed to investment risk primarily related to changes in the financial statements as appropriate. We accountfair value of certain equity investments, including certain immaterial equity method investments where we have elected the fair value option, measured on a recurring basis. The amounts of gains and losses included in earnings from fair value changes for uncertain tax positions by determining the minimum recognition threshold thatthese investments are recorded within other gains and losses and resulted in a tax position is requirednet loss of $3.8 billion in fiscal 2024 primarily due to meet before being recognizednet decreases in the financial statements. This determination requiresunderlying stock prices of these investments. As of January 31, 2024, the usefair value of judgmentour equity investments, including certain equity method investments, measured on a recurring basis was $7.2 billion. As of January 31, 2024, a hypothetical 10% change in evaluating our tax positions and assessing the timing and amountsstock price of deductible and taxable items.
Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise becausesuch investments would have changed the fair value of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. Deferred tax assets are evaluated for future realization and reducedsuch investments by a valuation allowance to the extent that a portion is not more likely than not to be realized. Many factors are considered when assessing whether it is more likely than not that the deferred tax assets will be realized, including recent cumulative earnings, expectations of future taxable income, carryforward periods and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. This evaluation relies on estimates.approximately $0.7 billion.
On December 22, 2017, the Tax Act was enacted and contains significant changes to U.S. income tax law. Effective beginning January 2018, the Tax Act reduced the U.S. statutory tax rate from 35% to 21% and created new taxes on foreign-sourced earnings and related-party payments. As discussed in Note 9 to our Consolidated Financial Statements, we completed our accounting for the tax effects of the Tax Act in fiscal 2019. As further guidance is issued by the U.S. Treasury Department, the IRS, and other standard–setting bodies, any resulting changes to our estimates will be treated in accordance with the relevant accounting guidance.
| | | | | |
ITEM 7A.8. | QUANTITATIVEFINANCIAL STATEMENTS AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKSUPPLEMENTARY DATA |
Market Risk
Consolidated Financial Statements of Walmart Inc.
For the Fiscal Year Ended January 31, 2024
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Walmart Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Walmart Inc. (the Company) as of January 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes (collectively referred to as the "Consolidated Financial Statements"). In additionour opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company at January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 15, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks inherentof material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our operations,audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are exposednot, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to certain market risks, includingwhich it relates.
| | | | | | | | |
| | Contingencies
|
| Description of the Matter | | As described in Note 10 to the Consolidated Financial Statements, at January 31, 2024, the Company is involved in a number of legal proceedings and certain 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. 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 loss 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 loss 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, evaluated the current status of contingencies based on discussions with internal and outside legal counsel, and obtained representations from management. We also assessed the adequacy of the related disclosures. |
/s/ Ernst & Young LLP
We have served as the Company's auditor since 1969.
Rogers, Arkansas
March 15, 2024
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Walmart Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Walmart Inc.'s internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Walmart Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes and our report dated March 15, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Rogers, Arkansas
March 15, 2024
Walmart Inc.
Consolidated Statements of Income
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Years Ended January 31, |
| (Amounts in millions, except per share data) | | 2024 | | 2023 | | 2022 |
| Revenues: | | | | | | |
| Net sales | | $ | 642,637 | | | $ | 605,881 | | | $ | 567,762 | |
| Membership and other income | | 5,488 | | | 5,408 | | | 4,992 | |
| Total revenues | | 648,125 | | | 611,289 | | | 572,754 | |
| Costs and expenses: | | | | | | |
| Cost of sales | | 490,142 | | | 463,721 | | | 429,000 | |
| Operating, selling, general and administrative expenses | | 130,971 | | | 127,140 | | | 117,812 | |
| Operating income | | 27,012 | | | 20,428 | | | 25,942 | |
| Interest: | | | | | | |
| Debt | | 2,259 | | | 1,787 | | | 1,674 | |
| Finance lease | | 424 | | | 341 | | | 320 | |
| Interest income | | (546) | | | (254) | | | (158) | |
| Interest, net | | 2,137 | | | 1,874 | | | 1,836 | |
| Loss on extinguishment of debt | | — | | | — | | | 2,410 | |
| Other (gains) and losses | | 3,027 | | | 1,538 | | | 3,000 | |
| Income before income taxes | | 21,848 | | | 17,016 | | | 18,696 | |
| Provision for income taxes | | 5,578 | | | 5,724 | | | 4,756 | |
| Consolidated net income | | 16,270 | | | 11,292 | | | 13,940 | |
| Consolidated net (income) loss attributable to noncontrolling interest | | (759) | | | 388 | | | (267) | |
| Consolidated net income attributable to Walmart | | $ | 15,511 | | | $ | 11,680 | | | $ | 13,673 | |
| | | | | | |
| Net income per common share: | | | | | | |
| Basic net income per common share attributable to Walmart | | $ | 1.92 | | | $ | 1.43 | | | $ | 1.63 | |
| Diluted net income per common share attributable to Walmart | | 1.91 | | | 1.42 | | | 1.62 | |
| | | | | | |
| Weighted-average common shares outstanding: | | | | | | |
| Basic | | 8,077 | | | 8,171 | | | 8,376 | |
| Diluted | | 8,108 | | | 8,202 | | | 8,415 | |
| | | | | | |
| Dividends declared per common share | | $ | 0.7600 | | | $ | 0.7467 | | | $ | 0.7333 | |
See accompanying notes.
Walmart Inc.
Consolidated Statements of Comprehensive Income
| | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Consolidated net income | | $ | 16,270 | | | $ | 11,292 | | | $ | 13,940 | |
| Consolidated net (income) loss attributable to noncontrolling interest | | (759) | | | 388 | | | (267) | |
| Consolidated net income attributable to Walmart | | 15,511 | | | 11,680 | | | 13,673 | |
| | | | | | |
| Other comprehensive income (loss), net of income taxes | | | | | | |
| Currency translation and other | | 899 | | | (1,858) | | | 2,442 | |
| Net investment hedges | | — | | | — | | | (1,202) | |
| Cash flow hedges | | 56 | | | (203) | | | (444) | |
| Minimum pension liability | | (11) | | | 5 | | | 1,974 | |
| | | | | | |
| Other comprehensive income (loss), net of income taxes | | 944 | | | (2,056) | | | 2,770 | |
| Other comprehensive (income) loss attributable to noncontrolling interest | | (566) | | | 404 | | | 230 | |
| Other comprehensive income (loss) attributable to Walmart | | 378 | | | (1,652) | | | 3,000 | |
| | | | | | |
| Comprehensive income, net of income taxes | | 17,214 | | | 9,236 | | | 16,710 | |
| Comprehensive (income) loss attributable to noncontrolling interest | | (1,325) | | | 792 | | | (37) | |
| Comprehensive income attributable to Walmart | | $ | 15,889 | | | $ | 10,028 | | | $ | 16,673 | |
See accompanying notes.
Walmart Inc.
Consolidated Balance Sheets
| | | | | | | | | | | | | | |
| | As of January 31, |
| (Amounts in millions) | | 2024 | | 2023 |
| ASSETS | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 9,867 | | | $ | 8,625 | |
| Receivables, net | | 8,796 | | | 7,933 | |
| Inventories | | 54,892 | | | 56,576 | |
| Prepaid expenses and other | | 3,322 | | | 2,521 | |
| Total current assets | | 76,877 | | | 75,655 | |
| | | | |
| | | | |
| | | | |
| | | | |
| Property and equipment, net | | 110,810 | | | 100,760 | |
| | | | |
| Operating lease right-of-use assets | | 13,673 | | | 13,555 | |
| Finance lease right-of-use assets, net | | 5,855 | | | 4,919 | |
| | | | |
| | | | |
| Goodwill | | 28,113 | | | 28,174 | |
| Other long-term assets | | 17,071 | | | 20,134 | |
| Total assets | | $ | 252,399 | | | $ | 243,197 | |
| | | | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY | | | | |
| Current liabilities: | | | | |
| Short-term borrowings | | $ | 878 | | | $ | 372 | |
| Accounts payable | | 56,812 | | | 53,742 | |
| | | | |
| Accrued liabilities | | 28,759 | | | 31,126 | |
| Accrued income taxes | | 307 | | | 727 | |
| Long-term debt due within one year | | 3,447 | | | 4,191 | |
| Operating lease obligations due within one year | | 1,487 | | | 1,473 | |
| Finance lease obligations due within one year | | 725 | | | 567 | |
| | | | |
| Total current liabilities | | 92,415 | | | 92,198 | |
| | | | |
| Long-term debt | | 36,132 | | | 34,649 | |
| Long-term operating lease obligations | | 12,943 | | | 12,828 | |
| Long-term finance lease obligations | | 5,709 | | | 4,843 | |
| | | | |
| Deferred income taxes and other | | 14,629 | | | 14,688 | |
| | | | |
| Commitments and contingencies | | | | |
| | | | |
| Redeemable noncontrolling interest | | 222 | | | 237 | |
| | | | |
| Equity: | | | | |
| Common stock | | 805 | | | 808 | |
| Capital in excess of par value | | 4,544 | | | 4,430 | |
| Retained earnings | | 89,814 | | | 83,135 | |
| Accumulated other comprehensive loss | | (11,302) | | | (11,680) | |
| Total Walmart shareholders' equity | | 83,861 | | | 76,693 | |
| Noncontrolling interest | | 6,488 | | | 7,061 | |
| Total equity | | 90,349 | | | 83,754 | |
| Total liabilities, redeemable noncontrolling interest, and equity | | $ | 252,399 | | | $ | 243,197 | |
See accompanying notes.
Walmart Inc.
Consolidated Statements of Shareholders' Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Accumulated | | Total | | | | |
| | | | | Capital in | | | | Other | | Walmart | | | | |
| (Amounts in millions) | Common Stock | | Excess of | | Retained | | Comprehensive | | Shareholders' | | Noncontrolling | | Total |
| Shares | | Amount | | Par Value | | Earnings | | Income (Loss) | | Equity | | Interest | | Equity |
| Balances as of February 1, 2021 | 8,464 | | | $ | 846 | | | $ | 3,082 | | | $ | 88,763 | | | $ | (11,766) | | | $ | 80,925 | | | $ | 6,606 | | | $ | 87,531 | |
| Consolidated net income | — | | | — | | | — | | | 13,673 | | | — | | | 13,673 | | | 267 | | | 13,940 | |
| Other comprehensive income (loss), net of income taxes | — | | | — | | | — | | | — | | | 3,000 | | | 3,000 | | | (230) | | | 2,770 | |
| Cash dividends declared ($0.7333 per share) | — | | | — | | | — | | | (6,152) | | | — | | | (6,152) | | | — | | | (6,152) | |
| Purchase of Company stock | (210) | | | (21) | | | (412) | | | (9,375) | | | — | | | (9,808) | | | — | | | (9,808) | |
| Cash dividend declared to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (416) | | | (416) | |
| Sale of subsidiary stock | — | | | — | | | 952 | | | — | | | — | | | 952 | | | 2,287 | | | 3,239 | |
| Other | 30 | | | 3 | | | 665 | | | (5) | | | — | | | 663 | | | 124 | | | 787 | |
| Balances as of January 31, 2022 | 8,284 | | | 828 | | | 4,287 | | | 86,904 | | | (8,766) | | | 83,253 | | | 8,638 | | | 91,891 | |
| Consolidated net income | — | | | — | | | — | | | 11,680 | | | — | | | 11,680 | | | (388) | | | 11,292 | |
| Other comprehensive (loss), net of income taxes | — | | | — | | | — | | | — | | | (1,652) | | | (1,652) | | | (404) | | | (2,056) | |
| Cash dividends declared ($0.7467 per share) | — | | | — | | | — | | | (6,114) | | | — | | | (6,114) | | | — | | | (6,114) | |
| Purchase of Company stock | (221) | | | (22) | | | (518) | | | (9,326) | | | — | | | (9,866) | | | — | | | (9,866) | |
| Cash dividend declared to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (449) | | | (449) | |
| Purchase of noncontrolling interest | — | | | — | | | (18) | | | — | | | (1,262) | | | (1,280) | | | (493) | | | (1,773) | |
| Sale of subsidiary stock | — | | | — | | | 48 | | | — | | | — | | | 48 | | | 18 | | | 66 | |
| Other | 17 | | | 2 | | | 631 | | | (9) | | | — | | | 624 | | | 139 | | | 763 | |
| Balances as of January 31, 2023 | 8,080 | | | 808 | | | 4,430 | | | 83,135 | | | (11,680) | | | 76,693 | | | 7,061 | | | 83,754 | |
| Consolidated net income | — | | | — | | | — | | | 15,511 | | | — | | | 15,511 | | | 774 | | | 16,285 | |
| Other comprehensive income, net of income taxes | — | | | — | | | — | | | — | | | 378 | | | 378 | | | 566 | | | 944 | |
| Cash dividends declared ($0.7600 per share) | — | | | — | | | — | | | (6,140) | | | — | | | (6,140) | | | — | | | (6,140) | |
| Purchase of Company stock | (55) | | | (6) | | | (150) | | | (2,635) | | | — | | | (2,791) | | | — | | | (2,791) | |
| Cash dividend declared to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (776) | | | (776) | |
| Purchase of noncontrolling interest | — | | | — | | | (1,076) | | | — | | | — | | | (1,076) | | | (1,367) | | | (2,443) | |
| Sale of subsidiary stock | — | | | — | | | 562 | | | — | | | — | | | 562 | | | 154 | | | 716 | |
| Other | 29 | | | 3 | | | 778 | | | (57) | | | — | | | 724 | | | 76 | | | 800 | |
| Balances as of January 31, 2024 | 8,054 | | | 805 | | | 4,544 | | | 89,814 | | | (11,302) | | | 83,861 | | | 6,488 | | | 90,349 | |
See accompanying notes.
Walmart Inc.
Consolidated Statements of Cash Flows
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Years Ended January 31, |
| (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Cash flows from operating activities: | | | | | | |
| Consolidated net income | | $ | 16,270 | | | $ | 11,292 | | | $ | 13,940 | |
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | | | | | | |
| Depreciation and amortization | | 11,853 | | | 10,945 | | | 10,658 | |
| Net unrealized and realized (gains) and losses | | 3,193 | | | 1,683 | | | 2,440 | |
| Losses on disposal of business operations | | — | | | — | | | 433 | |
| Deferred income taxes | | (175) | | | 449 | | | (755) | |
| Loss on extinguishment of debt | | — | | | — | | | 2,410 | |
| Other operating activities | | 2,642 | | | 1,919 | | | 1,652 | |
| Changes in certain assets and liabilities, net of effects of acquisitions and dispositions: | | | | | | |
| Receivables, net | | (797) | | | 240 | | | (1,796) | |
| Inventories | | 2,017 | | | (528) | | | (11,764) | |
| Accounts payable | | 2,515 | | | (1,425) | | | 5,520 | |
| Accrued liabilities | | (1,324) | | | 4,393 | | | 1,404 | |
| Accrued income taxes | | (468) | | | (127) | | | 39 | |
| Net cash provided by operating activities | | 35,726 | | | 28,841 | | | 24,181 | |
| | | | | | |
| Cash flows from investing activities: | | | | | | |
| Payments for property and equipment | | (20,606) | | | (16,857) | | | (13,106) | |
| Proceeds from the disposal of property and equipment | | 250 | | | 170 | | | 394 | |
| Proceeds from disposal of certain operations, net of divested cash | | 135 | | | — | | | 7,935 | |
| | | | | | |
| Payments for business acquisitions, net of cash acquired | | (9) | | | (740) | | | (359) | |
| | | | | | |
| Other investing activities | | (1,057) | | | (295) | | | (879) | |
| Net cash used in investing activities | | (21,287) | | | (17,722) | | | (6,015) | |
| | | | | | |
| Cash flows from financing activities: | | | | | | |
| Net change in short-term borrowings | | 512 | | | (34) | | | 193 | |
| Proceeds from issuance of long-term debt | | 4,967 | | | 5,041 | | | 6,945 | |
| Repayments of long-term debt | | (4,217) | | | (2,689) | | | (13,010) | |
| Premiums paid to extinguish debt | | — | | | — | | | (2,317) | |
| Dividends paid | | (6,140) | | | (6,114) | | | (6,152) | |
| Purchase of Company stock | | (2,779) | | | (9,920) | | | (9,787) | |
| Dividends paid to noncontrolling interest | | (763) | | | (444) | | | (424) | |
| Purchase of noncontrolling interest | | (3,462) | | | (827) | | | — | |
| Sale of subsidiary stock | | 716 | | | 66 | | | 3,239 | |
| Other financing activities | | (2,248) | | | (2,118) | | | (1,515) | |
| Net cash used in financing activities | | (13,414) | | | (17,039) | | | (22,828) | |
| | | | | | |
| Effect of exchange rates on cash, cash equivalents and restricted cash | | 69 | | | (73) | | | (140) | |
| | | | | | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | | 1,094 | | | (5,993) | | | (4,802) | |
| Change in cash and cash equivalents reclassified from assets held for sale | | — | | | — | | | 1,848 | |
| Cash, cash equivalents and restricted cash at beginning of year | | 8,841 | | | 14,834 | | | 17,788 | |
| Cash, cash equivalents and restricted cash at end of year | | $ | 9,935 | | | $ | 8,841 | | | $ | 14,834 | |
| | | | | | |
| Supplemental disclosure of cash flow information: | | | | | | |
| Income taxes paid | | $ | 5,879 | | | $ | 3,310 | | | $ | 5,918 | |
| Interest paid | | 2,519 | | | 2,051 | | | 2,237 | |
See accompanying notes.
Walmart Inc.
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
General
Walmart Inc. ("Walmart" or the "Company") is a people-led, technology-powered omni-channel retailer dedicated to helping people around the world save money and live better – anytime and anywhere – by providing the opportunity to shop in both retail stores and through eCommerce. Through innovation, the Company is striving to continuously improve a customer-centric experience that seamlessly integrates eCommerce and retail stores in an omni-channel offering that saves time for its customers.
The Company's operations comprise three reportable segments: Walmart U.S., Walmart International and Sam's Club.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Walmart and its subsidiaries as of and for the fiscal years ended January 31, 2024 ("fiscal 2024"), January 31, 2023 ("fiscal 2023") and January 31, 2022 ("fiscal 2022"). Intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates variable interest rates, currency exchange ratesentities where it has been determined that the Company is the primary beneficiary of those entities' operations. Investments in common stock or in-substance common stock for which the Company exercises significant influence but does not have control are accounted for under the equity method. These variable interest entities and equity method investments are immaterial to the Company's Consolidated Financial Statements.
The Company's Consolidated Financial Statements are based on a fiscal year ending on January 31 for the United States ("U.S.") and Canadian operations. The Company consolidates all other operations generally using a one-month lag and based on a calendar year. There were no significant intervening events during the month of January 2024 related to the operations consolidated using a lag that materially affected the Consolidated Financial Statements.
Use of Estimates
The Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). Those principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Management's estimates and assumptions also affect the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Common Stock Split
On February 23, 2024, the Company effected a 3-for-1 forward split of its common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $0.10 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from capital in excess of par value to common stock.
Cash and Cash Equivalents
The Company considers investments with a maturity when purchased of three months or less to be cash equivalents. All credit card, debit card and electronic transfer transactions that process in less than seven days are classified as cash and cash equivalents. The amounts due from banks for these transactions classified as cash and cash equivalents totaled $2.1 billion and $2.0 billion as of January 31, 2024 and 2023, respectively.
The Company's cash balances are held in various locations around the world. Of the Company's $9.9 billion and $8.6 billion in cash and cash equivalents as of January 31, 2024 and January 31, 2023, approximately 60% and 62% were held outside of the U.S., respectively. Cash and cash equivalents held outside of the U.S. are generally utilized to support liquidity needs in the Company's non-U.S. operations.
The Company uses 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.
As of January 31, 2024 and 2023, cash and cash equivalents of approximately $3.5 billion and $2.9 billion, respectively, may not be freely transferable to the U.S. due to local laws, other restrictions or are subject to the approval of the noncontrolling interest shareholders.
Receivables
Receivables are stated at their carrying values, net of a reserve for doubtful accounts, and are primarily due from the following: customers, which includes pharmacy insurance companies as well as advertisers, and banks for customer credit, debit cards and electronic transfer transactions that take in excess of seven days to process; suppliers for marketing or incentive programs; governments for income taxes; and real estate transactions. Net receivables from transactions with customers were $3.7 billion as of January 31, 2024 and January 31, 2023.
Inventories
The Company utilizes various inventory methods to account for and value its inventories depending upon the nature of the store formats and businesses in each of its segments, resulting in inventories that are recorded at the lower of cost or market or net realizable value, as appropriate.
•Walmart U.S. Segment - Inventories are primarily accounted for under the retail inventory method of accounting ("RIM") to determine inventory cost, using the last-in, first-out ("LIFO") valuation method. RIM generally results in inventory being valued at the lower of cost or market as permanent markdowns are immediately recorded as a reduction of the retail value of inventory.
•Walmart International Segment – Depending on the store format in each market, inventories are generally accounted for using either the RIM or weighted-average cost method, using the first-in, first-out valuation method.
•Sam's Club Segment - The majority of this segment's inventory is accounted for and valued using the weighted-average cost LIFO method.
For those segments that utilize the LIFO method, the Company records an adjustment each quarter, if necessary, for the projected annual effect of inflation or deflation. These estimates are adjusted to actual results determined at year end for inflation or deflation and inventory levels.
Property and Equipment
Property and equipment are initially recorded at cost. Gains or losses on disposition are recognized as earned or incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are expensed as incurred. The following table summarizes the Company's property and equipment balances and includes the estimated useful lives that are generally used to depreciate the assets on a straight-line basis:
| | | | | | | | | | | | | | | | | | | | |
| | Estimated Useful Lives | | As of January 31, |
| (Dollars in millions) | | (in Years) | | 2024 | | 2023 |
| Land | | N/A | | $ | 19,562 | | | $ | 19,317 | |
| Buildings and improvements | | 3 - 40 | | 111,767 | | | 104,554 | |
| Fixtures and equipment | | 2 - 30 | | 72,161 | | | 65,235 | |
| Transportation equipment | | 3 - 15 | | 2,979 | | | 2,462 | |
| Construction in progress | | N/A | | 13,390 | | | 10,802 | |
| Property and equipment | | | | 219,859 | | | 202,370 | |
| Accumulated depreciation | | | | (109,049) | | | (101,610) | |
| Property and equipment, net | | | | $ | 110,810 | | | $ | 100,760 | |
Leasehold improvements are depreciated or amortized over the shorter of the estimated useful life of the asset or the remaining expected lease term. Total depreciation and amortization expense for property and equipment, property under finance leases and intangible assets for fiscal 2024, 2023 and 2022 was $11.9 billion, $10.9 billion and $10.7 billion, respectively.
Leases
For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease. The Company records right-of-use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the Company's leases is not readily determinable, the Company's applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.
Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.
For a majority of all classes of underlying assets, the Company has elected to not separate lease from non-lease components. For leases in which the lease and non-lease components have been combined, the variable lease expense includes expenses such as common area maintenance, utilities and repairs and maintenance.
Impairment of Long-Lived Assets
Management reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows, which is at the individual store or club level. Undiscounted cash flows expected to be generated by the related assets are estimated over the assets' useful lives based on updated projections. If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related asset or asset group as determined by an appropriate market appraisal or other valuation technique.
Goodwill and Other Acquired Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is allocated to the appropriate reporting unit when acquired. Other acquired intangible assets are stated at the fair value acquired as determined by a valuation technique commensurate with the intended use of the related asset. Goodwill and indefinite-lived intangible assets are not amortized; rather, they are evaluated for impairment annually and whenever events or changes in circumstances indicate that the value of the asset may be impaired. Definite-lived intangible assets are considered long-lived assets and are amortized on a straight-line basis over the periods that expected economic benefits will be provided.
Goodwill is typically assigned to the reporting unit which consolidates the acquisition. Components within the same reportable segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. As of January 31, 2024, the Company's reporting units consisted of Walmart U.S., Walmart International and Sam's Club. Goodwill and other indefinite-lived acquired intangible assets are evaluated for impairment using either a qualitative or quantitative approach for each of the Company's reporting units. Generally, a qualitative assessment is first performed to determine whether a quantitative goodwill impairment test is necessary. If management determines, after performing an assessment based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in excess of the carrying amount cannot be assured, then a quantitative goodwill impairment test would be required. The quantitative test for goodwill impairment is performed by determining the fair value of the related reporting units. Fair value is measured based on the discounted cash flow method and relative market-based approaches. Management has performed its evaluation and determined the fair value of each reporting unit is significantly greater than the carrying amount and, accordingly, the Company has not recorded any impairment charges related to goodwill during fiscal 2024, fiscal 2023 or fiscal 2022.
The following table reflects goodwill activity, by reportable segment, for fiscal 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Amounts in millions) | | Walmart U.S. | | Walmart
International | | Sam's Club | | Total |
| Balances as of February 1, 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 | |
| Changes in currency translation and other | | (10) | | | (58) | | | — | | | (68) | |
| Acquisitions | | — | | | 7 | | | — | | | 7 | |
| Balances as of January 31, 2024 | | $ | 3,364 | | | $ | 24,428 | | | $ | 321 | | | $ | 28,113 | |
Intangible assets are recorded in other long-term assets in the Company's Consolidated Balance Sheets. As of January 31, 2024 and 2023, the Company had $4.1 billion and $4.3 billion, respectively, in indefinite-lived intangible assets which primarily consists of acquired trade names. There were no significant impairment charges related to intangible assets for fiscal 2024, 2023 or 2022.
Fair Value Measurement
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. Refer to Note 8 for more information. Investments
Investments in equity securities are recorded in other long-term assets in the Consolidated Balance Sheets. Changes in the fair value of certain equity securities, as well as certain immaterial equity method investments where the Company has elected the fair value option, are measured on a recurring basis and recognized within other gains and losses in the Consolidated Statements of Income. These fair value changes, along with certain other immaterial investment activity, resulted in net losses of $3.8 billion, $1.7 billion and $2.4 billion for fiscal 2024, 2023 and 2022, respectively, primarily due to net changes in the underlying stock prices of those investments. Refer to Note 8 for details. Equity investments without readily determinable fair values are
carried at cost and adjusted for any observable price changes or impairments within other gains and losses in the Consolidated Statements of Income.
Investments in debt securities classified as trading are reported at fair value and adjustments in fair value are recorded within other gains and losses in the Consolidated Statements of Income. As of January 31, 2024 and January 31, 2023, the Company had $1.2 billion and $0.5 billion, respectively, in debt securities classified as trading.
Indemnification Liabilities
The analysis presented below for each of our market risk sensitive instruments is based on a hypothetical scenario usedCompany has provided certain indemnifications in connection with its divestitures and has recorded indemnification liabilities equal to calibrate potential risk and does not represent our view of future market changes. The effect of a change in a particular assumption is calculated without adjusting any other assumption. In reality, however, a change in one factor could cause a change in another, which may magnify or negate other sensitivities.
Interest Rate Risk
We are exposed to changes in interest rates as a result of our short-term borrowings and long-term debt. We hedge a portion of our interest rate risk by managing the mix of fixed and variable rate debt and by entering into interest rate swaps. For fiscal 2021, the netestimated fair value of our interest rate swaps increased $69 million primarily due to fluctuationsthe obligations upon inception. As of January 31, 2024 and January 31, 2023, the Company had $0.7 billion and $0.6 billion, respectively, of certain legal indemnification liabilities recorded within deferred income taxes and other in market interest rates.
the Consolidated Balance Sheets. The table below provides information about our financial instruments that are sensitive to changes in interest rates. For long-term debt, the table represents the principal cash flows and related weighted-average interest rates by expected maturity dates. For interest rate swaps, the table represents the contractual cash flows and weighted-average interest rates by the contractual maturity date, unless otherwise noted. The notional amounts are used to calculate contractual cash flows to be exchangedmaximum of potential future payments under the contracts. The weighted-average variable rates arethese indemnities was $3.2 billion, based upon prevailing marketon exchange rates as of January 31, 2021.2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Expected Maturity Date |
| (Amounts in millions) | | Fiscal 2022 | | Fiscal 2023 | | Fiscal 2024 | | Fiscal 2025 | | Fiscal 2026 | | Thereafter | | Total |
| Liabilities | | | | | | | | | | | | | | |
| Short-term borrowings: | | | | | | | | | | | | | | |
| Variable rate | | $ | 224 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 224 | |
| Weighted-average interest rate | | 1.9 | % | | — | % | | — | % | | — | % | | — | % | | — | % | | 1.9 | % |
Long-term debt(1): | | | | | | | | | | | | | | |
| Fixed rate | | $ | 2,365 | | | $ | 3,014 | | | $ | 4,721 | | | $ | 4,360 | | | $ | 1,480 | | | $ | 27,619 | | | $ | 43,559 | |
| Weighted-average interest rate | | 3.8 | % | | 1.7 | % | | 3.1 | % | | 2.7 | % | | 3.6 | % | | 4.5 | % | | 3.9 | % |
| Variable rate | | $ | 750 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 750 | |
| Weighted-average interest rate | | 0.5 | % | | — | % | | — | % | | — | % | | — | % | | — | % | | 0.5 | % |
| Interest rate derivatives | | | | | | | | | | | | | | |
| Interest rate swaps: | | | | | | | | | | | | | | |
| Fixed to variable | | $ | — | | | $ | — | | | $ | 1,750 | | | $ | 1,500 | | | $ | — | | | $ | — | | | $ | 3,250 | |
| Weighted-average pay rate | | — | % | | — | % | | 0.6 | % | | 1.3 | % | | — | % | | — | % | | 0.9 | % |
| Weighted-average receive rate | | — | % | | — | % | | 2.6 | % | | 3.3 | % | | — | % | | — | % | | 2.9 | % |
(1) Includes deferred loan costs, discounts,In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. The Company adopted this ASU as of February 1, 2023, other than the roll-forward disclosure requirement, which the Company will adopt in fiscal 2025.
The Company has supplier financing programs with financial institutions, in which the Company agrees to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers. Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow early payment. Supplier participation in these programs has no bearing on the Company's amounts due. The payment terms that the Company has with participating suppliers under these programs generally range between 30 and 90 days. The Company does not have an economic interest in a supplier's participation in the program or a direct financial relationship with the financial institution funding the program. The Company is responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier, regardless of whether the supplier elects to receive early payment from the financial institution. The outstanding payment obligations to financial institutions under these programs were $5.3 billion and $5.2 billion, as of January 31, 2024 and January 31, 2023, respectively. These obligations are generally classified as accounts payable within the Consolidated Balance Sheets. The activity related to these programs is classified as an operating activity within the Consolidated Statements of Cash Flows.
Self Insurance Reserves
The Company self-insures a number of risks, including, but not limited to, workers' compensation, general liability, auto liability, product liability and certain employee-related healthcare benefits. Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis. The recorded liabilities reflect the ultimate cost for claims incurred but not paid and any estimable administrative run-out expenses related to the processing of these outstanding claim payments. On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations. To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers' compensation, general liability and auto liability.
Derivatives
The Company uses derivatives for hedging 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 derivatives in hedging programs subjects the Company to certain risks, such as market and credit risks. The Company may be exposed to credit-related losses in the event of nonperformance by its counterparties to derivatives. Credit risk is monitored through established approval procedures, including setting concentration limits by counterparty, reviewing credit ratings and requiring collateral from the counterparty. The Company enters into derivatives with counterparties rated generally "A-" or better by nationally recognized credit rating agencies. The Company is subject to master netting arrangements which provides set-off and close-out netting of exposures with counterparties, but the Company does not offset derivative assets and liabilities in its Consolidated Balance Sheets. The Company's collateral arrangements require the counterparty in a net liability position in excess of pre-determined thresholds, after considering the effects of netting arrangements, to pledge cash collateral. Cash collateral received from counterparties and cash collateral provided to counterparties under these arrangements was not significant as of January 31, 2024 and 2023.
In order to qualify for hedge accounting, at the inception of the hedging relationship, the Company formally documents its risk management objective and strategy for undertaking the hedging transaction, as well as its designation of the hedge. If a derivative is recorded using hedge accounting, depending on the nature of the hedge, derivative gains and losses are recorded through the same financial statement line item in earnings or are recognized in accumulated other comprehensive loss until the hedged item is recognized in earnings. Derivatives 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. Derivatives 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 derivatives with an unrealized loss are recorded as either current or non-current liabilities, based on maturity date. Refer to Note 8 for the presentation of the Company's derivative assets and liabilities. Fair Value Hedges
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. All interest rate swaps designated as fair value hedges foreign-heldof the related long-term debt and secured debt.
Asmeet the shortcut method requirements under U.S. GAAP. Accordingly, changes in the fair values of January 31, 2021, our variable rate borrowings, including the effect of our commercial paper andthese interest rate swaps represented 9%are considered to exactly offset changes in the fair value of our total short-term andthe underlying long-term debt. BasedThese derivatives will mature on dates ranging from April 2024 to September 2031.
Cash Flow Hedges
The Company is a party to receive fixed-rate, pay fixed-rate cross currency interest rate swaps used to hedge the currency exposure associated with the forecasted payments of principal and interest of certain non-U.S. denominated debt. The Company records changes in the fair value of these swaps in accumulated other comprehensive loss which is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. These derivatives will mature on dates ranging from July 2024 to January 31, 20212039.
Net Investment Hedges
Prior to the divestiture of the Company's operations in the United Kingdom and Japan as discussed in Note 12, the Company was a party to receive fixed-rate, pay fixed-rate cross currency interest rate swaps used to hedge the currency exposure associated with net investments of these foreign operations. Changes in fair value attributable to the hedged risk were recorded in accumulated other comprehensive loss. The Company also previously designated certain foreign currency denominated long-term debt levels,as a 100 basis point changehedge of currency exposure associated with the net investment of these divested operations and recorded foreign currency gain or loss associated with designated long-term debt in prevailing market rates would cause our annual interest costs to change by approximately $42 million.accumulated other comprehensive loss. Upon closing of the sale of the Company's operations in the U.K. and Japan during the first quarter of fiscal 2022, these amounts were released from accumulated other comprehensive loss as discussed in Note 4. Foreign Currency Risk
We are exposed to fluctuations in currency exchange rates as a result of our net investments and operations in countries other than the U.S,U.S., as well as our foreign-currency-denominated long-term debt. For fiscal 2021,2024, movements in currency exchange rates and the related impact on the translation of the balance sheets resulted in the $0.2$0.3 billion net gain in the currency translation and other category of accumulated other comprehensive loss.
We hedge a portion of our foreign currency risk by entering into currency swaps. The aggregate fair value of these swaps was in a liability position of $83 million$1.3 billion and $241 million$1.4 billion as of January 31, 20212024 and January 31, 2020,2023, respectively. The change in the fair value of these swaps was due to fluctuations in currency exchange rates, primarily due to the strengthening of certain currencies relative to the U.S. dollar in fiscal 2021.2024. The hypothetical result of a uniform 10% weakening in the value of the U.S. dollar relative to other currencies underlying these swaps would have resulted in a change in the value of the swaps of $524 million.$0.7 billion. A hypothetical 10% change in interest rates underlying these swaps from the market rates in effect as of January 31, 20212024 would have resulted in a change in the value of the swaps of $46 million.
In addition to currency swaps, we also hedge a portion of our foreign currency risk by designating foreign-currency-denominated long-term debt as nonderivative hedges of net investments of certain of our foreign operations. We had outstanding long-term debt of £1.7 billion as of January 31, 2021 and January 31, 2020 that was designated as a hedge of our net investment in the U.K. As of January 31, 2021, a hypothetical 10% increase or decrease in the value of the U.S. dollar relative to the British pound would have resulted in a change in the value of the debt of $210 million. In addition, we had outstanding long-term debt of ¥100 billion as of January 31, 2021 and ¥180 billion as of January 31, 2020 that was designated as a hedge of our net investment in Japan. As of January 31, 2021, a hypothetical 10% change in value of the U.S. dollar relative to the Japanese yen would have resulted in a change in the value of the debt of $87 million. As of January 31, 2021, the Company's operations in the U.K. and Japan are classified as held for sale, and subsequently closed in February 2021 and March 2021, respectively. Refer to Note 12 to our Consolidated Financial Statements.$0.1 billion.In certain countries, we also enter into immaterial foreign currency forward contracts to hedge the purchase and payment of purchase commitments denominated in non-functional currencies.
Investment Risk
We are exposed to investment risk primarily related to changes in the stock pricefair value of ourcertain equity investments, with readily determinable fair values. The change inincluding certain immaterial equity method investments where we have elected the fair value isoption, measured on a recurring basis. The amounts of gains and losses included in earnings from fair value changes for these investments are recorded within other gains and losses and resulted in a gainnet loss of $8.7$3.8 billion in fiscal 20212024 primarily due to net increasesdecreases in the underlying stock priceprices of those equitythese investments. As of January 31, 2021,2024, the fair value of our equity investments, with readily determinable fair valuesincluding certain equity method investments, measured on a recurring basis was $14.4$7.2 billion. As of January 31, 2021,2024, a hypothetical 10% change in the stock price of such investments would have changed the fair value of such investments by approximately $1.4$0.7 billion.
| | | | | |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Consolidated Financial Statements of Walmart Inc.
For the Fiscal Year Ended January 31, 20212024
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Walmart Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Walmart Inc. (the Company) as of January 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, 2021, and the related notes (collectively referred to as the "Consolidated Financial Statements"). In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company at January 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 19, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| | | | | | | | |
| | Contingencies
|
Description of the Matter | | As described in Note 10 to the Consolidated Financial Statements, at January 31, 2021, the Company is involved in a number of legal proceedings and has made accruals with respect to these matters, where appropriate. For some matters, a liability is not probable, or the amount cannot be reasonably estimated and therefore an accrual has not been made. Where a liability is reasonably possible and may be material, such matters have been disclosed. Management assessed the probability of occurrence and the estimation of any potential loss based on the ability to predict the number of claims that may be filed or whether any loss or range of loss can be reasonably estimated. For example, in assessing the probability of occurrence in a particular legal proceeding, management exercises judgment to determine if it can predict the number of claims that may be filed and whether it can reasonably estimate any loss or range of loss that may arise from that proceeding. In connection with the sale of Asda, the Company is no longer liable for the Asda Equal Value Claims; however, the Company has agreed to provide indemnification for any potential Asda liability related to these claims up to a contractually determined amount. |
| | | | | | | | |
| | Auditing management’s accounting for, and disclosure of, loss contingencies and the estimated fair value of related indemnifications was complex and highly judgmental as it involved our assessment of the significant judgments made by management when assessing the probability of occurrence for contingencies or related indemnifications or when determining whether an estimate of the loss or range of loss could be made.
|
How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of contingencies and related indemnities. For example, we tested controls over the Company’s assessment of the likelihood of loss and the Company’s determinations regarding the measurement of loss.
To test the Company’s assessment of the probability of occurrence or determination of an estimate of loss, or range of loss, among other procedures, we read the minutes of the meetings of the Board of Directors and committees of the Board of Directors, reviewed opinions provided to the Company by certain outside legal counsel, read letters received directly by us from internal and external counsel, and evaluated the current status of contingencies based on discussions with internal legal counsel. We also evaluated the appropriateness of the related disclosures. To test the estimated fair value of indemnities, we involved a valuation specialist to evaluate the valuation methodologies and significant assumptions including, among others, the discount rate.
|
| | Valuation of Indefinite-Lived Intangible Assets
|
Description of the Matter | | At January 31, 2021, the Company has $4.9 billion of indefinite-lived intangible assets which primarily consist of acquired tradenames. As disclosed in Notes 1, 8 and 12 to the Consolidated Financial Statements, these assets are evaluated for impairment at least annually using valuation techniques to estimate fair value. These fair value estimates are sensitive to certain significant assumptions including revenue growth rates, discount rates, and royalty rates.
Auditing management’s annual indefinite-lived intangible assets impairment tests was complex and highly judgmental due to the significant measurement uncertainty in determining the fair values of the indefinite-lived intangibles. For example, the fair value estimates are sensitive to significant assumptions identified above that are affected by future market or economic conditions.
|
How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s indefinite-lived intangible asset impairment review process. Our procedures included, among others, testing controls over management’s review of the significant assumptions described above used to estimate the fair values of the indefinite-lived intangible assets.
To test the estimated fair values of the indefinite-lived intangible assets, we performed audit procedures that included, among others, assessing methodologies used to determine the fair value, testing the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company. For example, we evaluated management’s forecasted revenue growth rates used in the fair value estimates by comparing those assumptions to the historical results of the Company and current industry, market and economic forecasts. We involved a valuation specialist to assist in evaluating the valuation methodologies and the significant assumptions such as discount rates and royalty rates. Additionally, we performed sensitivity analyses of significant assumptions to evaluate the effect on the fair value estimates of the indefinite-lived intangible assets.
|
/s/ Ernst & Young LLP
We have served as the Company's auditor since 1969.
Rogers, Arkansas
March 19, 2021
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Walmart Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Walmart Inc. (the Company) as of January 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes (collectively referred to as the "Consolidated Financial Statements"). In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company at January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 15, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
| | | | | | | | |
| | Contingencies
|
| Description of the Matter | | As described in Note 10 to the Consolidated Financial Statements, at January 31, 2024, the Company is involved in a number of legal proceedings and certain 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. 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 loss 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 loss 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, evaluated the current status of contingencies based on discussions with internal and outside legal counsel, and obtained representations from management. We also assessed the adequacy of the related disclosures. |
/s/ Ernst & Young LLP
We have served as the Company's auditor since 1969.
Rogers, Arkansas
March 15, 2024
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Walmart Inc.
Opinion on Internal Control overOver Financial Reporting
We have audited Walmart Inc.'s internal control over financial reporting as of January 31, 2021,2024, based on criteria established in Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Walmart Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2021,2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the accompanying consolidated balance sheets of Walmart Inc.the Company as of January 31, 20212024 and 2020,2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, 2021,2024, and the related notes and our report dated March 19, 202115, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’sCompany's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report on Internal Control overOver Financial Reporting. Our responsibility is to express an opinion on the Company’sCompany's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control overOver Financial Reporting
A company’scompany's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’scompany's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’scompany's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Rogers, Arkansas
March 19, 202115, 2024
Walmart Inc.
Consolidated Statements of Income
| | Fiscal Years Ended January 31, |
| | Fiscal Years Ended January 31, | | | | Fiscal Years Ended January 31, |
| (Amounts in millions, except per share data) | (Amounts in millions, except per share data) | | 2021 | | 2020 | | 2019 | (Amounts in millions, except per share data) | | 2024 | | 2023 | | 2022 |
| Revenues: | Revenues: | | | | | | |
| Net sales | |
| Net sales | |
| Net sales | Net sales | | $ | 555,233 | | | $ | 519,926 | | | $ | 510,329 | |
| Membership and other income | Membership and other income | | 3,918 | | | 4,038 | | | 4,076 | |
| Total revenues | Total revenues | | 559,151 | | | 523,964 | | | 514,405 | |
| Costs and expenses: | Costs and expenses: | |
| Cost of sales | Cost of sales | | 420,315 | | | 394,605 | | | 385,301 | |
| Cost of sales | |
| Cost of sales | |
| Operating, selling, general and administrative expenses | Operating, selling, general and administrative expenses | | 116,288 | | | 108,791 | | | 107,147 | |
| Operating income | Operating income | | 22,548 | | | 20,568 | | | 21,957 | |
| Interest: | Interest: | |
| Debt | Debt | | 1,976 | | | 2,262 | | | 1,975 | |
| Finance, capital lease and financing obligations | | 339 | | | 337 | | | 371 | |
| Debt | |
| Debt | |
| Finance lease | |
| Interest income | Interest income | | (121) | | | (189) | | | (217) | |
| Interest, net | Interest, net | | 2,194 | | | 2,410 | | | 2,129 | |
| | Loss on extinguishment of debt | |
| Other (gains) and losses | Other (gains) and losses | | (210) | | | (1,958) | | | 8,368 | |
| Income before income taxes | Income before income taxes | | 20,564 | | | 20,116 | | | 11,460 | |
| Provision for income taxes | Provision for income taxes | | 6,858 | | | 4,915 | | | 4,281 | |
| Consolidated net income | Consolidated net income | | 13,706 | | | 15,201 | | | 7,179 | |
| Consolidated net income attributable to noncontrolling interest | | (196) | | | (320) | | | (509) | |
| Consolidated net (income) loss attributable to noncontrolling interest | |
| Consolidated net income attributable to Walmart | Consolidated net income attributable to Walmart | | $ | 13,510 | | | $ | 14,881 | | | $ | 6,670 | |
| | Net income per common share: | Net income per common share: | |
| Net income per common share: | |
| Net income per common share: | |
| Basic net income per common share attributable to Walmart | |
| Basic net income per common share attributable to Walmart | |
| Basic net income per common share attributable to Walmart | Basic net income per common share attributable to Walmart | | $ | 4.77 | | | $ | 5.22 | | | $ | 2.28 | |
| Diluted net income per common share attributable to Walmart | Diluted net income per common share attributable to Walmart | | 4.75 | | | 5.19 | | | 2.26 | |
| | Weighted-average common shares outstanding: | Weighted-average common shares outstanding: | |
| Weighted-average common shares outstanding: | |
| Weighted-average common shares outstanding: | |
| Basic | |
| Basic | |
| Basic | Basic | | 2,831 | | | 2,850 | | | 2,929 | |
| Diluted | Diluted | | 2,847 | | | 2,868 | | | 2,945 | |
| | Dividends declared per common share | Dividends declared per common share | | $ | 2.16 | | | $ | 2.12 | | | $ | 2.08 | |
| Dividends declared per common share | |
| Dividends declared per common share | |
See accompanying notes.
Walmart Inc.
Consolidated Statements of Comprehensive Income
| | | | | Fiscal Years Ended January 31, | | | Fiscal Years Ended January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | | 2019 | (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Consolidated net income | Consolidated net income | | $ | 13,706 | | | $ | 15,201 | | | $ | 7,179 | |
| Consolidated net income attributable to noncontrolling interest | | (196) | | | (320) | | | (509) | |
| Consolidated net (income) loss attributable to noncontrolling interest | |
| Consolidated net income attributable to Walmart | Consolidated net income attributable to Walmart | | 13,510 | | | 14,881 | | | 6,670 | |
| | Other comprehensive income (loss), net of income taxes | Other comprehensive income (loss), net of income taxes | |
| Other comprehensive income (loss), net of income taxes | |
| Other comprehensive income (loss), net of income taxes | |
| Currency translation and other | |
| Currency translation and other | |
| Currency translation and other | Currency translation and other | | 842 | | | 286 | | | (226) | |
| Net investment hedges | Net investment hedges | | (221) | | | 122 | | | 272 | |
| Cash flow hedges | Cash flow hedges | | 235 | | | (399) | | | (290) | |
| Minimum pension liability | Minimum pension liability | | (30) | | | (1,244) | | | 131 | |
| | Other comprehensive income (loss), net of income taxes | Other comprehensive income (loss), net of income taxes | | 826 | | | (1,235) | | | (113) | |
| Other comprehensive income (loss), net of income taxes | |
| Other comprehensive income (loss), net of income taxes | |
| Other comprehensive (income) loss attributable to noncontrolling interest | Other comprehensive (income) loss attributable to noncontrolling interest | | 213 | | | (28) | | | 188 | |
| Other comprehensive income (loss) attributable to Walmart | Other comprehensive income (loss) attributable to Walmart | | 1,039 | | | (1,263) | | | 75 | |
| | Comprehensive income, net of income taxes | Comprehensive income, net of income taxes | | 14,532 | | | 13,966 | | | 7,066 | |
| Comprehensive income, net of income taxes | |
| Comprehensive income, net of income taxes | |
| Comprehensive (income) loss attributable to noncontrolling interest | Comprehensive (income) loss attributable to noncontrolling interest | | 17 | | | (348) | | | (321) | |
| Comprehensive income attributable to Walmart | Comprehensive income attributable to Walmart | | $ | 14,549 | | | $ | 13,618 | | | $ | 6,745 | |
See accompanying notes.
Walmart Inc.
Consolidated Balance Sheets
| | As of January 31, |
| | As of January 31, | | | | As of January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | (Amounts in millions) | | 2024 | | 2023 |
| ASSETS | ASSETS | | | | |
| Current assets: | Current assets: | |
| Current assets: | |
| Current assets: | |
| Cash and cash equivalents | |
| Cash and cash equivalents | |
| Cash and cash equivalents | Cash and cash equivalents | | $ | 17,741 | | | $ | 9,465 | |
| Receivables, net | Receivables, net | | 6,516 | | | 6,284 | |
| Inventories | Inventories | | 44,949 | | | 44,435 | |
| Prepaid expenses and other | Prepaid expenses and other | | 20,861 | | | 1,622 | |
| Total current assets | Total current assets | | 90,067 | | | 61,806 | |
| | | Property and equipment, net | Property and equipment, net | | 92,201 | | | 105,208 | |
| | | Property and equipment, net | |
| | Property and equipment, net | |
| | Operating lease right-of-use assets | |
| Operating lease right-of-use assets | |
| Operating lease right-of-use assets | Operating lease right-of-use assets | | 13,642 | | | 17,424 | |
| Finance lease right-of-use assets, net | Finance lease right-of-use assets, net | | 4,005 | | | 4,417 | |
| | Goodwill | Goodwill | | 28,983 | | | 31,073 | |
| | Goodwill | |
| | Goodwill | |
| Other long-term assets | Other long-term assets | | 23,598 | | | 16,567 | |
| Total assets | Total assets | | $ | 252,496 | | | $ | 236,495 | |
| | LIABILITIES AND EQUITY | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY | |
| Current liabilities: | Current liabilities: | |
| Current liabilities: | |
| Current liabilities: | |
| Short-term borrowings | |
| Short-term borrowings | |
| Short-term borrowings | Short-term borrowings | | $ | 224 | | | $ | 575 | |
| Accounts payable | Accounts payable | | 49,141 | | | 46,973 | |
| | Accrued liabilities | |
| Accrued liabilities | |
| Accrued liabilities | Accrued liabilities | | 37,966 | | | 22,296 | |
| Accrued income taxes | Accrued income taxes | | 242 | | | 280 | |
| Long-term debt due within one year | Long-term debt due within one year | | 3,115 | | | 5,362 | |
| Operating lease obligations due within one year | Operating lease obligations due within one year | | 1,466 | | | 1,793 | |
| Finance lease obligations due within one year | Finance lease obligations due within one year | | 491 | | | 511 | |
| | Total current liabilities | Total current liabilities | | 92,645 | | | 77,790 | |
| Total current liabilities | |
| Total current liabilities | |
| | Long-term debt | |
| Long-term debt | |
| Long-term debt | Long-term debt | | 41,194 | | | 43,714 | |
| Long-term operating lease obligations | Long-term operating lease obligations | | 12,909 | | | 16,171 | |
| Long-term finance lease obligations | Long-term finance lease obligations | | 3,847 | | | 4,307 | |
| | Deferred income taxes and other | Deferred income taxes and other | | 14,370 | | | 12,961 | |
| Deferred income taxes and other | |
| Deferred income taxes and other | |
| | Commitments and contingencies | Commitments and contingencies | | 0 | | 0 |
| Commitments and contingencies | |
| Commitments and contingencies | | | |
| | Redeemable noncontrolling interest | |
| Redeemable noncontrolling interest | |
| Redeemable noncontrolling interest | |
| | Equity: | Equity: | |
| Equity: | |
| Equity: | |
| Common stock | |
| Common stock | |
| Common stock | Common stock | | 282 | | | 284 | |
| Capital in excess of par value | Capital in excess of par value | | 3,646 | | | 3,247 | |
| Retained earnings | Retained earnings | | 88,763 | | | 83,943 | |
| Accumulated other comprehensive loss | Accumulated other comprehensive loss | | (11,766) | | | (12,805) | |
| Total Walmart shareholders' equity | Total Walmart shareholders' equity | | 80,925 | | | 74,669 | |
| Noncontrolling interest | Noncontrolling interest | | 6,606 | | | 6,883 | |
| Total equity | Total equity | | 87,531 | | | 81,552 | |
| Total liabilities and equity | | $ | 252,496 | | | $ | 236,495 | |
| Total liabilities, redeemable noncontrolling interest, and equity | |
See accompanying notes.
Walmart Inc.
Consolidated Statements of Shareholders' Equity
| | Accumulated | | Total | | |
| Capital in | | Other | | Walmart | | |
| | | | | | | | | Accumulated | |
| | | | | Capital in | |
| | | | | Capital in | |
| | | | | Capital in | |
| (Amounts in millions) | (Amounts in millions) | Common Stock | | Excess of | | Retained | | Comprehensive | | Shareholders' | | Noncontrolling | | Total | |
| Shares | | Amount | | Par Value | | Earnings | | Income (Loss) | | Equity | | Interest | | Equity | |
| Balances as of February 1, 2018 | 2,952 | | | $ | 295 | | | $ | 2,648 | | | $ | 85,107 | | | $ | (10,181) | | | $ | 77,869 | | | $ | 2,953 | | | $ | 80,822 | | |
| Adoption of new accounting standards, net of income taxes | — | | | — | | | — | | | 2,361 | | | (1,436) | | | 925 | | | (1) | | | 924 | | |
| (Amounts in millions) | | (Amounts in millions) | Common Stock | | Excess of | | Retained | | Comprehensive | | Shareholders' | | Noncontrolling | | Total |
| Shares | | Amount | | Par Value | | Earnings | | Income (Loss) | | Equity | | Interest | | Equity |
| Balances as of February 1, 2021 | |
| Consolidated net income | Consolidated net income | — | | | — | | | — | | | 6,670 | | | — | | | 6,670 | | | 509 | | | 7,179 | | |
| Other comprehensive income (loss), net of income taxes | Other comprehensive income (loss), net of income taxes | — | | | — | | | — | | | — | | | 75 | | | 75 | | | (188) | | | (113) | | |
| Cash dividends declared ($2.08 per share) | — | | | — | | | — | | | (6,102) | | | — | | | (6,102) | | | — | | | (6,102) | | |
| Cash dividends declared ($0.7333 per share) | |
| Purchase of Company stock | Purchase of Company stock | (80) | | | (8) | | | (245) | | | (7,234) | | | — | | | (7,487) | | | — | | | (7,487) | | |
| Cash dividend declared to noncontrolling interest | Cash dividend declared to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (488) | | | (488) | | |
| Noncontrolling interest of acquired entity | — | | | — | | | — | | | — | | | — | | | — | | | 4,345 | | | 4,345 | | |
| Sale of subsidiary stock | |
| Other | Other | 6 | | | 1 | | | 562 | | | (17) | | | — | | | 546 | | | 8 | | | 554 | | |
| Balances as of January 31, 2019 | 2,878 | | | 288 | | | 2,965 | | | 80,785 | | | (11,542) | | | 72,496 | | | 7,138 | | | 79,634 | | |
| Adoption of new accounting standards on February 1, 2019, net of income taxes | — | | | — | | | — | | | (266) | | | — | | | (266) | | | (34) | | | (300) | | |
| Balances as of January 31, 2022 | |
| Consolidated net income | Consolidated net income | — | | | — | | | — | | | 14,881 | | | — | | | 14,881 | | | 320 | | | 15,201 | | |
| Other comprehensive income (loss), net of income taxes | — | | | — | | | — | | | — | | | (1,263) | | | (1,263) | | | 28 | | | (1,235) | | |
| Cash dividends declared ($2.12 per share) | — | | | — | | | — | | | (6,048) | | | — | | | (6,048) | | | — | | | (6,048) | | |
| Other comprehensive (loss), net of income taxes | |
| Cash dividends declared ($0.7467 per share) | |
| Purchase of Company stock | Purchase of Company stock | (53) | | | (5) | | | (199) | | | (5,435) | | | — | | | (5,639) | | | — | | | (5,639) | | |
| Cash dividend declared to noncontrolling interest | Cash dividend declared to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (475) | | | (475) | | |
| | Purchase of noncontrolling interest | |
| Sale of subsidiary stock | |
| Other | Other | 7 | | | 1 | | | 481 | | | 26 | | | — | | | 508 | | | (94) | | | 414 | | |
| Balances as of January 31, 2020 | 2,832 | | | 284 | | | 3,247 | | | 83,943 | | | (12,805) | | | 74,669 | | | 6,883 | | | 81,552 | | |
| Balances as of January 31, 2023 | |
| Consolidated net income | Consolidated net income | — | | | — | | | — | | | 13,510 | | | — | | | 13,510 | | | 196 | | | 13,706 | | |
| Other comprehensive income (loss), net of income taxes | — | | | — | | | — | | | — | | | 1,039 | | | 1,039 | | | (213) | | | 826 | | |
| Cash dividends declared ($2.16 per share) | — | | | — | | | — | | | (6,116) | | | — | | | (6,116) | | | — | | | (6,116) | | |
| Other comprehensive income, net of income taxes | |
| Cash dividends declared ($0.7600 per share) | |
| Purchase of Company stock | Purchase of Company stock | (20) | | | (2) | | | (97) | | | (2,559) | | | — | | | (2,658) | | | — | | | (2,658) | | |
| Cash dividends declared to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (365) | | | (365) | | |
| | Cash dividend declared to noncontrolling interest | |
| Purchase of noncontrolling interest | |
| Sale of subsidiary stock | |
| Other | Other | 9 | | | — | | | 496 | | | (15) | | | — | | | 481 | | | 105 | | | 586 | | |
| Balances as of January 31, 2021 | 2,821 | | | $ | 282 | | | $ | 3,646 | | | $ | 88,763 | | | $ | (11,766) | | | $ | 80,925 | | | $ | 6,606 | | | $ | 87,531 | | |
| Balances as of January 31, 2024 | |
See accompanying notes.
Walmart Inc.
Consolidated Statements of Cash Flows
| | Fiscal Years Ended January 31, |
| | Fiscal Years Ended January 31, | | | | Fiscal Years Ended January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | | 2019 | (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Cash flows from operating activities: | Cash flows from operating activities: | | | | | | |
| Consolidated net income | Consolidated net income | | $ | 13,706 | | | $ | 15,201 | | | $ | 7,179 | |
| Consolidated net income | |
| Consolidated net income | |
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | Adjustments to reconcile consolidated net income to net cash provided by operating activities: | |
| Depreciation and amortization | |
| Depreciation and amortization | |
| Depreciation and amortization | Depreciation and amortization | | 11,152 | | | 10,987 | | | 10,678 | |
| Net unrealized and realized (gains) and losses | Net unrealized and realized (gains) and losses | | (8,589) | | | (1,886) | | | 3,516 | |
| Losses on disposal of business operations | Losses on disposal of business operations | | 8,401 | | | 15 | | | 4,850 | |
| Asda pension contribution | | 0 | | | (1,036) | | | 0 | |
| Deferred income taxes | Deferred income taxes | | 1,911 | | | 320 | | | (499) | |
| | Loss on extinguishment of debt | |
| Other operating activities | Other operating activities | | 1,521 | | | 1,981 | | | 1,734 | |
| Changes in certain assets and liabilities, net of effects of acquisitions and dispositions: | Changes in certain assets and liabilities, net of effects of acquisitions and dispositions: | |
| Receivables, net | |
| Receivables, net | |
| Receivables, net | Receivables, net | | (1,086) | | | 154 | | | (368) | |
| Inventories | Inventories | | (2,395) | | | (300) | | | (1,311) | |
| Accounts payable | Accounts payable | | 6,966 | | | (274) | | | 1,831 | |
| Accrued liabilities | Accrued liabilities | | 4,623 | | | 186 | | | 183 | |
| Accrued income taxes | Accrued income taxes | | (136) | | | (93) | | | (40) | |
| Net cash provided by operating activities | Net cash provided by operating activities | | 36,074 | | | 25,255 | | | 27,753 | |
| | Cash flows from investing activities: | Cash flows from investing activities: | |
| Cash flows from investing activities: | |
| Cash flows from investing activities: | |
| Payments for property and equipment | |
| Payments for property and equipment | |
| Payments for property and equipment | Payments for property and equipment | | (10,264) | | | (10,705) | | | (10,344) | |
| Proceeds from the disposal of property and equipment | Proceeds from the disposal of property and equipment | | 215 | | | 321 | | | 519 | |
| Proceeds from the disposal of certain operations | | 56 | | | 833 | | | 876 | |
| Proceeds from disposal of certain operations, net of divested cash | |
| | Payments for business acquisitions, net of cash acquired | Payments for business acquisitions, net of cash acquired | | (180) | | | (56) | | | (14,656) | |
| Payments for business acquisitions, net of cash acquired | |
| Payments for business acquisitions, net of cash acquired | |
| | Other investing activities | |
| Other investing activities | |
| Other investing activities | Other investing activities | | 102 | | | 479 | | | (431) | |
| Net cash used in investing activities | Net cash used in investing activities | | (10,071) | | | (9,128) | | | (24,036) | |
| | Cash flows from financing activities: | Cash flows from financing activities: | |
| Cash flows from financing activities: | |
| Cash flows from financing activities: | |
| Net change in short-term borrowings | |
| Net change in short-term borrowings | |
| Net change in short-term borrowings | Net change in short-term borrowings | | (324) | | | (4,656) | | | (53) | |
| Proceeds from issuance of long-term debt | Proceeds from issuance of long-term debt | | 0 | | | 5,492 | | | 15,872 | |
| Repayments of long-term debt | Repayments of long-term debt | | (5,382) | | | (1,907) | | | (3,784) | |
| | Premiums paid to extinguish debt | |
| Dividends paid | Dividends paid | | (6,116) | | | (6,048) | | | (6,102) | |
| Purchase of Company stock | Purchase of Company stock | | (2,625) | | | (5,717) | | | (7,410) | |
| Dividends paid to noncontrolling interest | Dividends paid to noncontrolling interest | | (434) | | | (555) | | | (431) | |
| | Purchase of noncontrolling interest | |
| Sale of subsidiary stock | |
| Other financing activities | Other financing activities | | (1,236) | | | (908) | | | (629) | |
| Net cash used in financing activities | Net cash used in financing activities | | (16,117) | | | (14,299) | | | (2,537) | |
| | Effect of exchange rates on cash, cash equivalents and restricted cash | Effect of exchange rates on cash, cash equivalents and restricted cash | | 235 | | | (69) | | | (438) | |
| Effect of exchange rates on cash, cash equivalents and restricted cash | |
| Effect of exchange rates on cash, cash equivalents and restricted cash | |
| | Net increase in cash, cash equivalents and restricted cash | | 10,121 | | | 1,759 | | | 742 | |
| Cash and cash equivalents reclassified as assets held for sale | | (1,848) | | | 0 | | | 0 | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | |
| Change in cash and cash equivalents reclassified from assets held for sale | |
| Cash, cash equivalents and restricted cash at beginning of year | Cash, cash equivalents and restricted cash at beginning of year | | 9,515 | | | 7,756 | | | 7,014 | |
| Cash, cash equivalents and restricted cash at end of year | Cash, cash equivalents and restricted cash at end of year | | $ | 17,788 | | | $ | 9,515 | | | $ | 7,756 | |
| | Supplemental disclosure of cash flow information: | Supplemental disclosure of cash flow information: | |
| Supplemental disclosure of cash flow information: | |
| Supplemental disclosure of cash flow information: | |
| Income taxes paid | |
| Income taxes paid | |
| Income taxes paid | Income taxes paid | | $ | 5,271 | | | $ | 3,616 | | | $ | 3,982 | |
| Interest paid | Interest paid | | 2,216 | | | 2,464 | | | 2,348 | |
See accompanying notes.
Walmart Inc.
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
General
Walmart Inc. ("Walmart" or the "Company") helpsis a people-led, technology-powered omni-channel retailer dedicated to helping people around the world save money and live better – anytime and anywhere – by providing the opportunity to shop in both retail stores and through eCommerce. Through innovation, the Company is striving to continuously improve a customer-centric experience that seamlessly integrates eCommerce and retail stores in an omni-channel offering that saves time for its customers.
The Company's operations comprise 3three reportable segments: Walmart U.S., Walmart International and Sam's Club.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Walmart and its subsidiaries as of and for the fiscal years ended January 31, 20212024 ("fiscal 2021"2024"), January 31, 20202023 ("fiscal 2020"2023") and January 31, 20192022 ("fiscal 2019"2022"). Intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates variable interest entities where it has been determined that the Company is the primary beneficiary of those entities' operations. Investments in common stock or in-substance common stock for which the Company exercises significant influence but does not have control are accounted for under the equity method. These variable interest entities and equity method investments are immaterial to the Company's Consolidated Financial Statements.
The Company's Consolidated Financial Statements are based on a fiscal year ending on January 31 for the United States ("U.S.") and Canadian operations. The Company consolidates all other operations generally using a one-month lag and based on a calendar year. There were no significant intervening events during the month of January 20212024 related to the operations consolidated using a lag that materially affected the Consolidated Financial Statements.
Use of Estimates
The Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles.principles ("GAAP"). Those principles require management to make estimates and assumptions including potential impacts arising from the COVID-19 pandemic and related government actions, that affect the reported amounts of assets and liabilities. Management's estimates and assumptions also affect the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Common Stock Split
On February 23, 2024, the Company effected a 3-for-1 forward split of its common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $0.10 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from capital in excess of par value to common stock.
Cash and Cash Equivalents
The Company considers investments with a maturity when purchased of three months or less to be cash equivalents. All credit card, debit card and electronic transfer transactions that process in less than seven days are classified as cash and cash equivalents. The amounts due from banks for these transactions classified as cash and cash equivalents totaled $4.1$2.1 billion and $1.7$2.0 billion as of January 31, 20212024 and 2020,2023, respectively.
The Company's cash balances are held in various locations around the world. Of the Company's $17.7$9.9 billion and $9.5$8.6 billion in cash and cash equivalents as of January 31, 20212024 and January 31, 2020,2023, approximately 40%60% and 80%62% were held outside of the U.S., respectively. Cash and cash equivalents held outside of the U.S. are generally utilized to support liquidity needs in the Company's non-U.S. operations.
The Company uses 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.
As of January 31, 20212024 and 2020,2023, cash and cash equivalents of approximately $2.8$3.5 billion and $2.3$2.9 billion, respectively, may not be freely transferable to the U.S. due to local laws, other restrictions or other restrictions. Of the $2.8 billion as of January 31, 2021, approximately $1.0 billion can only be accessed through dividends or intercompany financing arrangementsare subject to the approval of Flipkart Private Limited ("Flipkart") minority shareholders; however, this cash is expected to be utilized to fund the operations of Flipkart.noncontrolling interest shareholders.
Receivables
Receivables are stated at their carrying values, net of a reserve for doubtful accounts, and are primarily due from the following: customers, which also includes pharmacy insurance companies resulting from pharmacy sales,as well as advertisers, and banks for customer credit, debit cards and electronic transfer transactions that take in excess of seven days to process; suppliers for marketing or incentive programs; governments for income taxes; and real estate transactions. As of January 31, 2021 and January 31, 2020,Net receivables from transactions with customers net were $2.7$3.7 billion as of January 31, 2024 and $2.9 billion, respectively.
Inventories
The Company valuesutilizes various inventory methods to account for and value its inventories depending upon the nature of the store formats and businesses in each of its segments, resulting in inventories that are recorded at the lower of cost or market or net realizable value, as determinedappropriate.
•Walmart U.S. Segment - Inventories are primarily byaccounted for under the retail inventory method of accounting ("RIM") to determine inventory cost, using the last-in, first-out ("LIFO") method for the Walmart U.S. segment's inventories. The inventory for the Walmart International segment is valued primarily by the retail inventory method of accounting, using the first-in, first-out ("FIFO")valuation method. The retail inventory method of accountingRIM generally results in inventory being valued at the lower of cost or market sinceas permanent markdowns are immediately recorded as a reduction of the retail value of inventory. The inventory at
•Walmart International Segment – Depending on the store format in each market, inventories are generally accounted for using either the RIM or weighted-average cost method, using the first-in, first-out valuation method.
•Sam's Club segmentSegment - The majority of this segment's inventory is accounted for and valued using the weighted-average cost LIFO method. As of January 31, 2021 and January 31, 2020,
For those segments that utilize the Company's inventories valued at LIFO approximated those inventories as if they were valued at FIFO.
Held for Sale
Components and businesses that meet accounting requirements to be classified as held for sale are presented as single asset and liability amounts inmethod, the Company's financial statements with a valuation allowance,Company records an adjustment each quarter, if necessary, for the projected annual effect of inflation or deflation. These estimates are adjusted to recognize the net carrying amountactual results determined at the lower of costyear end for inflation or fair value, less costs to sell. The Company reviews its businessesdeflation and assets held for sale each reporting period to determine whether the existing carrying amounts are fully recoverable in comparison to estimated fair values. As of January 31, 2021, $19.2 billion assets held for sale and $12.7 billion liabilities held for sale were classified in prepaid expenses and other and accrued liabilities in the Consolidated Balance Sheets, respectively, reflecting the Company's operations in the U.K. and Japan classified as held for sale. Refer to Note 12 for additional details. As of January 31, 2020, assets and liabilities held for sale were immaterial.inventory levels.Property and Equipment
Property and equipment are initially recorded at cost. Gains or losses on disposition are recognized as earned or incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are expensed as incurred. The following table summarizes the Company's property and equipment balances and includes the estimated useful lives that are generally used to depreciate the assets on a straight-line basis:
| | As of January 31, |
| (Amounts in millions) | | Estimated Useful Lives | | 2021 | | 2020 |
| | Estimated Useful Lives | | | | Estimated Useful Lives | | As of January 31, |
| (Dollars in millions) | | (Dollars in millions) | | (in Years) | | 2024 | | 2023 |
| Land | Land | | N/A | | $ | 19,308 | | | $ | 24,619 | |
| Buildings and improvements | Buildings and improvements | | 3 - 40 years | | 97,582 | | | 105,674 | |
| Fixtures and equipment | Fixtures and equipment | | 1 - 30 years | | 56,639 | | | 58,607 | |
| Transportation equipment | Transportation equipment | | 3 - 15 years | | 2,301 | | | 2,377 | |
| Construction in progress | Construction in progress | | N/A | | 4,741 | | | 3,751 | |
| Property and equipment | Property and equipment | | 180,571 | | | 195,028 | |
| Accumulated depreciation | Accumulated depreciation | | (88,370) | | | (89,820) | |
| Property and equipment, net | Property and equipment, net | | $ | 92,201 | | | $ | 105,208 | |
Leasehold improvements are depreciated or amortized over the shorter of the estimated useful life of the asset or the remaining expected lease term. Total depreciation and amortization expense for property and equipment, property under finance leases and financing obligations, property under capital leases and intangible assets for fiscal 2021, 20202024, 2023 and 20192022 was $11.2$11.9 billion, $11.0$10.9 billion and $10.7 billion, respectively.
Leases
For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease. The Company records right-of-use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. AsIf the rate implicit in the Company's leases is not easilyreadily determinable, the Company’sCompany's applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.
Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.
For a majority of all classes of underlying assets, the Company has elected to not separate lease from non-lease components. For leases in which the lease and non-lease components have been combined, the variable lease expense includes expenses such as common area maintenance, utilities and repairs and maintenance.
Impairment of Long-Lived Assets
Management reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows, which is at the individual store or club level. Undiscounted cash flows expected to be generated by the related assets are estimated over the assets' useful lives based on updated projections. If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related asset or asset group as determined by an appropriate market appraisal or other valuation technique.
Goodwill and Other Acquired Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is allocated to the appropriate reporting unit when acquired. Other acquired intangible assets are stated at the fair value acquired as determined by a valuation technique commensurate with the intended use of the related asset. Goodwill and indefinite-lived intangible assets are not amortized; rather, they are evaluated for impairment annually and whenever events or changes in circumstances indicate that the value of the asset may be impaired. Definite-lived intangible assets are considered long-lived assets and are amortized on a straight-line basis over the periods that expected economic benefits will be provided.
Goodwill is typically assigned to the reporting unit which consolidates the acquisition. Components within the same reportable segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. As of January 31, 2021,2024, the Company's reporting units consisted of Walmart U.S., Walmart International and Sam's Club. Goodwill isand other indefinite-lived acquired intangible assets are evaluated for impairment using either a qualitative or quantitative approach for each of the Company's reporting units. Generally, a qualitative assessment is first performed to determine whether a quantitative goodwill impairment test is necessary. If management determines, after performing an assessment based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in excess of the carrying amount cannot be assured, then a quantitative goodwill impairment test would be required. The quantitative test for goodwill impairment is performed by determining the fair value of the related reporting units. Fair value is measured based on the discounted cash flow method and relative market-based approaches. AfterManagement has performed its evaluation managementand determined the fair value of each reporting unit is significantly greater than the carrying amount and, accordingly, the Company has not recorded any impairment charges related to goodwill.goodwill during fiscal 2024, fiscal 2023 or fiscal 2022.
The following table reflects goodwill activity, by reportable segment, for fiscal 20212024 and 2020:2023:
| | (Amounts in millions) | (Amounts in millions) | | Walmart U.S. | | Walmart
International | | Sam's Club | | Total | (Amounts in millions) | | Walmart U.S. | | Walmart
International | | Sam's Club | | Total |
| Balances as of February 1, 2019 | | $ | 2,552 | | | $ | 28,316 | | | $ | 313 | | | $ | 31,181 | |
| Balances as of February 1, 2022 | |
| Changes in currency translation and other | Changes in currency translation and other | | 0 | | | (149) | | | 0 | | | (149) | |
| Acquisitions | Acquisitions | | 41 | | | 0 | | | 0 | | | 41 | |
| Balances as of January 31, 2020 | | 2,593 | | | 28,167 | | | 313 | | | 31,073 | |
| | Balances as of January 31, 2023 | |
| Balances as of January 31, 2023 | |
| Balances as of January 31, 2023 | |
| Changes in currency translation and other | Changes in currency translation and other | | 0 | | | 10 | | | 0 | | | 10 | |
| Acquisitions | Acquisitions | | 103 | | | 0 | | | 8 | | | 111 | |
Amounts reclassified related to operations held for sale(1) | | 0 | | | (2,211) | | | 0 | | | (2,211) | |
| Balances as of January 31, 2021 | | $ | 2,696 | | | $ | 25,966 | | | $ | 321 | | | $ | 28,983 | |
| Balances as of January 31, 2024 | |
(1)Represents goodwill associated with operations in the U.K. and Japan which are classified as held for sale as of January 31, 2021. Refer to Note 12.Intangible assets are includedrecorded in other long-term assets in the Company's Consolidated Balance Sheets. As of January 31, 20212024 and 2020,2023, the Company had $4.9$4.1 billion and $5.2$4.3 billion, respectively, in indefinite-lived intangible assets which primarily consists of acquired trade names. Refer to Note 12 for additional information related to acquired intangible assets for the Flipkart acquisition in fiscal 2019. There were no significant impairment charges related to intangible assets for fiscal 2021. During fiscal 2020, the Company incurred approximately $0.7 billion in impairment charges related to its intangible assets. Refer to Note 8 for additional information.2024, 2023 or 2022. Fair Value Measurement
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. Refer to Note 8 for more information. Additionally, the Company may provide routine indemnifications in connection with certain transactions, primarily divestitures, for which an indemnification liability equal to the estimated fair value of the obligation is recorded upon inception. Where necessary, these obligations are recorded at their fair value within deferred income taxes and other in the Consolidated Balance Sheets.
Investments
Investments in equity securities with readily determinable fair values are recorded at fair value in other long-term assets in the Consolidated Balance Sheets with changesSheets. Changes in the fair value of certain equity securities, as well as certain immaterial equity method investments where the Company has elected the fair value option, are measured on a recurring basis and recognized inwithin other gains and losses in the Consolidated Statements of Income. These fair value changes, along with certain other immaterial investment activity, resulted in net losses of $3.8 billion, $1.7 billion and $2.4 billion for fiscal 2024, 2023 and 2022, respectively, primarily due to net changes in the underlying stock prices of those investments. Refer to Note 8 for details. Equity investments without readily determinable fair values are
carried at cost in other long-term assets in the Consolidated Balance Sheets, and adjusted for any observable price changes or impairments recorded inwithin other gains and losses in the Consolidated Statements of Income.
Investments in debt securities classified as held-to-maturitytrading are reported at amortized costfair value and adjustments in fair value are recorded within other long-term assets in the Consolidated Balance Sheets with interest or dividend income recorded in interest incomegains and losses in the Consolidated Statements of Income. As of January 31, 2024 and January 31, 2023, the Company had $1.2 billion and $0.5 billion, respectively, in debt securities classified as trading.
Indemnification Liabilities
The Company has provided certain indemnifications in connection with its divestitures and has recorded indemnification liabilities equal to the estimated fair value of the obligations upon inception. As of January 31, 2024 and January 31, 2023, the Company had $0.7 billion and $0.6 billion, respectively, of certain legal indemnification liabilities recorded within deferred income taxes and other in the Consolidated Balance Sheets. The maximum of potential future payments under these indemnities was $3.2 billion, based on exchange rates as of January 31, 2024.
Supplier Financing Program Obligations
In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. The Company adopted this ASU as of February 1, 2023, other than the roll-forward disclosure requirement, which the Company will adopt in fiscal 2025.
The Company has supplier financing programs with financial institutions, in which the Company agrees to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers. Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow early payment. Supplier participation in these programs has no bearing on the Company's amounts due. The payment terms that the Company has with participating suppliers under these programs generally range between 30 and 90 days. The Company does not have an economic interest in a supplier's participation in the program or a direct financial relationship with the financial institution funding the program. The Company is responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier, regardless of whether the supplier elects to receive early payment from the financial institution. The outstanding payment obligations to financial institutions under these programs were $5.3 billion and $5.2 billion, as of January 31, 2024 and January 31, 2023, respectively. These obligations are generally classified as accounts payable within the Consolidated Balance Sheets. The activity related to these programs is classified as an operating activity within the Consolidated Statements of Cash Flows.
Self Insurance Reserves
The Company self-insures a number of risks, including, but not limited to, workers' compensation, general liability, auto liability, product liability and certain employee-related healthcare benefits. Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks as of the balance sheet date on an undiscounted basis. The recorded liabilities reflect the ultimate cost for claims incurred but not paid and any estimable administrative run-out expenses related to the processing of these outstanding claim payments. On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations. To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers' compensation, general liability and auto liability.
Derivatives
The Company uses derivatives for hedging 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 derivatives in hedging programs subjects the Company to certain risks, such as market and credit risks. The Company may be exposed to credit-related losses in the event of nonperformance by its counterparties to derivatives. Credit risk is monitored through established approval procedures, including setting concentration limits by counterparty, reviewing credit ratings and requiring collateral from the counterparty. The Company enters into derivatives with counterparties rated onlygenerally "A-" or better by nationally recognized credit rating agencies. The Company is subject to master netting arrangements which provides set-off and close outclose-out netting of exposures with counterparties, but the Company does not offset derivative assets and liabilities in its Consolidated Balance Sheets. The Company’sCompany's collateral arrangements require the counterparty in a net liability position in excess of pre-determined thresholds, after considering the effects of netting arrangements, to pledge cash collateral. Cash collateral received from counterparties and cash collateral provided to counterparties under these arrangementsarrangements was not significant as of January 31, 20212024 and 2020. The Company was not required to provide any cash collateral to counterparties as of January 31, 2021 and 2020.2023.
In order to qualify for hedge accounting, at the inception of the hedging relationship, the Company formally documents its risk management objective and strategy for undertaking the hedging transaction, as well as its designation of the hedge. If a derivative is recorded using hedge accounting, depending on the nature of the hedge, derivative gains and losses are recorded through the same financial statement line item in earnings or are recognized in accumulated other comprehensive loss until the hedged item is recognized in earnings. Derivatives 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. Derivatives 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 derivatives with an unrealized loss are recorded as either current or non-current liabilities, based on maturity date. Refer to Note 8 for the presentation of the Company's derivative assets and liabilities. Fair Value Hedges
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. All interest rate swaps designated as fair value hedges of the related long-term debt meet the shortcut method requirements under U.S. GAAP. Accordingly, changes in the fair values of these interest rate swaps are considered to exactly offset changes in the fair value of the underlying long-term debt. These derivatives will mature on dates ranging from April 20232024 to April 2024.September 2031.
Cash Flow Hedges
The Company is a party to receive fixed-rate, pay fixed-rate cross currency interest rate swaps used to hedge the currency exposure associated with the forecasted payments of principal and interest of certain non-U.S. denominated debt. The Company records changes in the fair value of these swaps in accumulated other comprehensive loss which is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. These derivatives will mature on dates ranging from April 2022July 2024 to March 2034.
Net Investment Hedges
ThePrior to the divestiture of the Company's operations in the United Kingdom and Japan as discussed in Note 12, the Company iswas a party to receive fixed-rate, pay fixed-rate cross currency interest rate swaps used to hedge the currency exposure associated with net investments of certain of itsthese foreign operations. The Company records changesChanges in fair value attributable to the hedged risk were recorded in accumulated other comprehensive loss. These derivatives, which relate to the Company's operations in the United Kingdom held for sale as of January 31, 2021, have maturity dates ranging from October 2023 to February 2030. The Company also previously designated certain foreign currency denominated long-term debt as a hedge of currency exposure associated with the net investment of the Company'sthese divested operations in the United Kingdom and Japan, both of which were classified as held for sale as of January 31, 2021. The Company recordsrecorded foreign currency gain or loss associated with designated long-term debt in accumulated other comprehensive loss. AsUpon closing of January 31, 2021 and 2020, the Company had $3.3 billion and $3.9 billion, respectively, of outstanding long-term debt designated as net investment hedges.These derivative and non-derivative gains or losses continue to defer in accumulated other comprehensive loss until the sale or substantial liquidation of these foreign operations. Refer to Note 12 for additional detail regarding the divestiture of the Company's operations in the United KingdomU.K. and Japan.Japan during the first quarter of fiscal 2022, these amounts were released from accumulated other comprehensive loss as discussed in Note 4.Income Taxes
Income taxes are accounted for under the balance sheet method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases ("temporary differences"). Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date.
Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent that a portion is not more likely than not to be realized. Many factors are considered when assessing whether it is more likely than not that the deferred tax assets will be realized, including recent cumulative earnings, expectations of future taxable income, carryforward periods, and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely on estimates.
The Tax Cuts and Jobs Act of 2017 (the "Tax Act") contains a provision which subjects a U.S. parent of a foreign subsidiary to current U.S. tax on its global intangible low–taxed income (“GILTI”). The GILTI income is eligible for a deduction, which lowers the effective tax rate to 10.5% for calendar years 2018 through 2025 and 13.125% after 2025. The Company will report the tax impact of GILTI as a period cost when incurred. Accordingly, the Company is not providing deferred taxes for basis differences expected to reverse as GILTI.
In determining the provision for income taxes, an annual effective income tax rate is used based on annual income, permanent differences between book and tax income, and statutory income tax rates. Discrete events such as audit settlements or changes in tax laws are recognized in the period in which they occur.
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company records interest and penalties related to unrecognized tax benefits in interest expense and operating, selling, general and administrative expenses, respectively, in the Company's Consolidated Statements of Income. Refer to Note 9 for additional income tax disclosures.
Redeemable Noncontrolling Interest
Noncontrolling interests that are redeemable outside the Company's control at fixed or determinable prices and dates are presented as temporary equity in the Consolidated Balance Sheets. Redeemable noncontrolling interests are recorded at the greater of the redemption fair value or the carrying value of the noncontrolling interest and adjusted each reporting period for income, loss and any distributions made. Remeasurements to the redemption value of the redeemable noncontrolling interest are recognized in capital in excess of par. As of January 31, 2024, the Company has a redeemable noncontrolling interest related to an acquisition in the Walmart U.S. segment as the minority interest owner holds a put option which may require the Company to purchase its interest beginning in December 2027, with annual options thereafter.
Revenue Recognition
Net Sales
The Company recognizes sales revenue, net of sales taxes and estimated sales returns, at the time it sells merchandise or services to the customer. eCommerce sales include shipping revenue and are recorded upon delivery to the customer. Estimated sales returns are calculated based on expected returns.
Membership Fee Revenue
The Company recognizes membership fee revenue both in the U.S. and internationally over the term of the membership, which is typically 12 months. Membership fee revenue was $1.7$3.1 billion for fiscal 2021, $1.52024, $2.6 billion for fiscal 20202023 and $1.4$2.2 billion for fiscal 2019, respectively.2022. Membership fee revenue is included in membership and other income in the Company's Consolidated Statements of Income. Deferred membership fee revenue is included in accrued liabilities in the Company's Consolidated Balance Sheets.
Gift Cards
Customer purchases of gift cards are not recognized as sales until the card is redeemed and the customer purchases merchandise using the gift card. Gift cards in the U.S. and some countries do not carry an expiration date; therefore, customers and members can redeem their gift cards for merchandise and services indefinitely. Gift cards in some countries where the Company does business have expiration dates. While gift cards are generally redeemed within 12 months, a certain number of gift cards, both with and without expiration dates, will not be fully redeemed. Management estimates unredeemed balances and recognizes revenue for these amounts in membership and other income in the Company's Consolidated Statements of Income over the expected redemption period.
Financial, Advertising and Other Services
The Company recognizes revenue from service transactions at the time the service is performed. Generally, revenue from services is classified as a component of net sales in the Company's Consolidated Statements of Income.
Cost of Sales
Cost of sales includes actual product cost, the cost of transportation to the Company's distribution facilities, stores and clubs from suppliers, the cost of transportation from the Company's distribution facilities to the stores, clubs and customers and the cost of warehousing for the Sam's Club segment and import distribution centers. Cost of sales is reduced by supplier payments that are not a reimbursement of specific, incremental and identifiable costs.
Payments from Suppliers
The Company receives consideration from suppliers for various programs, primarily volume incentives, warehouse allowances and reimbursements for specific programs such as markdowns, margin protection, certain advertising arrangements and supplier-specific fixtures. Payments from suppliers are accounted for as a reduction of cost of sales and recognized in the Company's Consolidated Statements of Income when the related inventory is sold, except in certain limited situations when the payment is a reimbursement of specific, incremental and identifiable costs, and are recognized in the Company's Consolidated Statements of Income when the related inventory is sold.costs.
Operating, Selling, General and Administrative Expenses
Operating, selling, general and administrative expenses include all operating costs of the Company, except cost of sales, as described above. As a result, the majority of the cost of warehousing and occupancy for the Walmart U.S. and Walmart International segments' distribution facilities is included in operating, selling, general and administrative expenses. Because the Company only includes a portion of the cost of its Walmart U.S. and Walmart International segments' distribution facilities in cost of sales, its gross profit and gross profit as a percentage of net sales may not be comparable to those of other retailers that may include all costs related to their distribution facilities in cost of sales and in the calculation of gross profit.
Advertising Costs
Advertising costs are expensed as incurred, and consist primarily of print,digital, television and digitalprint advertisements andthat are recorded in operating, selling, general and administrative expenses in the Company's Consolidated Statements of Income. In certain limited situations, reimbursements from suppliers that are for specific, incremental and identifiable advertising costs are recognized as a reduction of advertising costs in operating, selling, general and administrative expenses. Advertising costs were $3.2$4.4 billion, $3.7$4.1 billion and $3.5$3.9 billion for fiscal 2021, 20202024, 2023 and 2019,2022, respectively.
Currency Translation
The assets and liabilities of all international subsidiaries are translated from the respective local currency to the U.S. dollar using exchange rates at the balance sheet date. Related translation adjustments are recorded as a component of accumulated other comprehensive loss. The Company's Consolidated Statements of Income of all international subsidiaries are translated from the respective local currencies to the U.S. dollar using average exchange rates for the period covered by the income statements.
Recent Accounting Pronouncements
Financial Instruments
In June 2016,November 2023, the FASB issued ASU 2016-13,2023-07, Financial Instruments–Credit LossesSegment Reporting (Topic 326)280): Improvements to Reportable Segment Disclosures, which modifiesupdates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the measurement of expected credit losses of certain financial instruments. The Company adoptedstatements. Management is currently evaluating this ASU on February 1, 2020 with no materialto determine its impact toon the Company's Consolidated Financial Statements.disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the requirements for income tax disclosures in order to provide greater transparency. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied prospectively. Management is currently evaluating this ASU to determine its impact on the Company's disclosures.
Note 2. Net Income Per Common Share
Basic net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period. Diluted net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards. The Company did not have significant share-based awards outstanding that were antidilutive and not included in the calculation of diluted net income per common share attributable to Walmart for fiscal 2021, 20202024, 2023 and 2019.2022.
The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income per common share attributable to Walmart:
| | Fiscal Years Ended January 31, |
| | Fiscal Years Ended January 31, | | | | Fiscal Years Ended January 31, |
| (Amounts in millions, except per share data) | (Amounts in millions, except per share data) | | 2021 | | 2020 | | 2019 | (Amounts in millions, except per share data) | | 2024 | | 2023 | | 2022 |
| Numerator | Numerator | | | | | | |
| Consolidated net income | Consolidated net income | | $ | 13,706 | | | $ | 15,201 | | | $ | 7,179 | |
| Consolidated net income attributable to noncontrolling interest | | (196) | | | (320) | | | (509) | |
| Consolidated net income | |
| Consolidated net income | |
| Consolidated net (income) loss attributable to noncontrolling interest | |
| Consolidated net income attributable to Walmart | Consolidated net income attributable to Walmart | | $ | 13,510 | | | $ | 14,881 | | | $ | 6,670 | |
| | Denominator | Denominator | |
| Denominator | |
| Denominator | |
| Weighted-average common shares outstanding, basic | |
| Weighted-average common shares outstanding, basic | |
| Weighted-average common shares outstanding, basic | Weighted-average common shares outstanding, basic | | 2,831 | | | 2,850 | | | 2,929 | |
| Dilutive impact of stock options and other share-based awards | Dilutive impact of stock options and other share-based awards | | 16 | | | 18 | | | 16 | |
| Weighted-average common shares outstanding, diluted | Weighted-average common shares outstanding, diluted | | 2,847 | | | 2,868 | | | 2,945 | |
| | Net income per common share attributable to Walmart | Net income per common share attributable to Walmart | |
| Net income per common share attributable to Walmart | |
| Net income per common share attributable to Walmart | |
| Basic | |
| Basic | |
| Basic | Basic | | $ | 4.77 | | | $ | 5.22 | | | $ | 2.28 | |
| Diluted | Diluted | | 4.75 | | | 5.19 | | | 2.26 | |
Note 3. Shareholders' Equity
The total authorized shares of $0.10 par value common stock is 11.033.0 billion, of which 2.88.1 billion were issued and outstanding as of January 31, 2024 and 2023. The total authorized shares of $0.10 par value preferred stock is 0.1 billion; none of which were issued or outstanding for any period presented.
Purchases and Sales of Subsidiary Stock
During fiscal 2024, the Company paid $3.5 billion to acquire shares from certain Flipkart noncontrolling interest holders and settle the liability to former noncontrolling interest holders of PhonePe. The Company's ownership of Flipkart increased from approximately 75% as of January 31, 2023 to approximately 85% as of January 31, 2024.
Also during fiscal 2024, the Company received $0.7 billion related to new rounds of equity funding for the Company's majority owned PhonePe subsidiary, which decreased the Company's ownership from approximately 89% as of January 31, 2023 to approximately 84% as of January 31, 2024.
During 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 in 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.
Also during fiscal 2023, the Company increased its ownership in PhonePe from approximately 76% to approximately 89% as part of the separation from the Company's majority-owned Flipkart subsidiary. In consideration for the transaction, the Company initially recorded a liability to noncontrolling interest holders of $0.9 billion within accrued liabilities in the Company's Consolidated Balance Sheet as of January 31, 2023, which was paid during fiscal 2024.
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 and 2020.to approximately 75% as of January 31, 2022.
Share-Based Compensation
The Company has awarded share-based compensation to associates and nonemployee directors of the Company. The compensation expense recognized for all stock incentive plans, including expense associated with plans of the Company's consolidated subsidiaries granted in the subsidiaries' respective stock, was $1.2$2.1 billion, $0.9$1.6 billion and $0.8$1.2 billion for fiscal 2021, 20202024, 2023 and 2019,2022, respectively. Share-based compensation expense is generally included in operating, selling, general and administrative expenses in the Company's Consolidated Statements of Income. The total income tax benefit recognized for share-based compensation was $0.3$0.5 billion, $0.2$0.4 billion and $0.2$0.3 billion for fiscal 2021, 20202024, 2023 and 2019,2022, respectively. The following table summarizes the Company's share-based compensation expense by award type for all plans:
| | | | Fiscal Years Ended January 31, | | Fiscal Years Ended January 31, |
| (Amounts in millions) | (Amounts in millions) | 2021 | | 2020 | | 2019 | (Amounts in millions) | 2024 | | 2023 | | 2022 |
| Restricted stock units | Restricted stock units | $ | 742 | | | $ | 553 | | | $ | 456 | |
| Restricted stock and performance-based restricted stock units | Restricted stock and performance-based restricted stock units | 277 | | | 270 | | | 293 | |
| Other | Other | 150 | | | 31 | | | 24 | |
| Share-based compensation expense | Share-based compensation expense | $ | 1,169 | | | $ | 854 | | | $ | 773 | |
The Walmart Inc. Stock Incentive Plan of 2015 (the "Plan"), as subsequently amended and restated, was established to grant stock options, restricted (non-vested) stock, restricted stock units, performance share units and other equity compensation awards for which 260780 million shares of Walmart common stock issued or to be issued under the Plan have been registered under the Securities Act of 1933. The Company believes that such awards serve to align the interests of its associates with those of its shareholders.
The Plan's award types are summarized as follows:
•Restricted Stock Units. Restricted stock units provide rights to Company stock after a specified service period. Beginning in fiscal 2023, restricted stock units generally vest at a rate of approximately 8% each quarter over a three year period from the date of grant. For grants made from fiscal 2020 through fiscal 2022, restricted stock units generally vest at a rate of 25% each year over a four year period from the date of the grant. Prior to fiscal 2020, 50% of restricted stock units generally vested three years from the grant date and the remaining 50% were vested five years from the grant date. The fair value of each restricted stock unit is determined on the date of grant using the stock price discounted for the expected dividend yield through the vesting period and is recognized ratably over the vesting period. The expected dividend yield is based on the anticipated dividends over the vesting period. The weighted-average discount for the dividend yield used to determine the fair value of restricted stock units granted in fiscal 2021, 20202024, 2023 and 20192022 was 4.4%2.2%, 4.9%2.3% and 7.2%3.8%, respectively.
•Restricted Stock and Performance-based Restricted Stock Units. Restricted stock awards are for shares that vest based on the passage of time and include restrictions related to employment. Performance-based restricted stock units vest based on the passage of time and achievement of performance criteria and maygenerally range from 0% to 150% of the original award amount. Vesting periods for these awardsrestricted stock are generally between one month and three years. Vesting periods for performance-based restricted stock units are generally between one and three years. Restricted stock and performance-based restricted stock units may be settled or deferred in stock and are accounted for as equity in the Company's Consolidated Balance Sheets. The fair value of restricted stock awards is determined on the date of grant and is expensed ratably over the vesting period. The fair value of performance-based restricted stock units is determined on the date of grant using the Company's stock price discounted for the expected dividend yield through the vesting period and is recognized over the vesting period. The weighted-average discount for the dividend yield used to determine the fair value of performance-based restricted stock units in fiscal 2021, 20202024, 2023 and 20192022 was 4.5%3.3%, 5.1%3.3% and 6.2%4.2%, respectively.
In addition to the Plan, Flipkart has certainand PhonePe have share-based compensation plans for associates under which options to acquire Flipkarttheir own common shares may be issued. These plans may be subject to performance or other conditions, including vesting upon an initial public offering. Share-based compensation expense associated with certain of these plans is included in the Other line in the table above.
The following table shows the activity for restricted stock units and restricted stock and performance-based restricted stock units during fiscal 2021:2024:
| | Restricted Stock Units | | Restricted Stock and
Performance-based Restricted Stock Units |
| | Restricted Stock Units | | | | Restricted Stock Units | | Restricted Stock and
Performance-based Restricted Stock Units |
| (Shares in thousands) | (Shares in thousands) | | Shares | | Weighted-Average Grant-Date Fair Value Per Share | | Shares | | Weighted-Average Grant-Date Fair Value Per Share | (Shares in thousands) | | Shares | | Weighted-Average Grant-Date Fair Value Per Share | | Shares | | Weighted-Average Grant-Date Fair Value Per Share |
| Outstanding as of February 1, 2020 | | 23,261 | | | $ | 79.51 | | | 6,045 | | | $ | 93.04 | |
| Outstanding as of February 1, 2023 | |
| Granted | Granted | | 7,472 | | | 114.51 | | | 2,867 | | | 120.47 | |
Adjustment for performance achievement(1) | Adjustment for performance achievement(1) | | 0 | | | 0 | | | 576 | | | 86.46 | |
| Vested/exercised | Vested/exercised | | (7,798) | | | 76.11 | | | (3,075) | | | 88.88 | |
| Forfeited | Forfeited | | (3,035) | | | 92.20 | | | (1,000) | | | 96.36 | |
| Outstanding as of January 31, 2021 | | 19,900 | | | $ | 92.13 | | | 5,413 | | | $ | 108.72 | |
| Outstanding as of January 31, 2024 | |
(1) Represents the adjustment to previously granted performance share units for performance achievement.
The following table includes additional information related to restricted stock units and restricted stock and performance-based restricted stock units:
| | | | | Fiscal Years Ended January 31, | | | Fiscal Years Ended January 31, |
| (Amounts in millions, except years) | (Amounts in millions, except years) | | 2021 | | 2020 | | 2019 | (Amounts in millions, except years) | | 2024 | | 2023 | | 2022 |
| Fair value of restricted stock units vested | Fair value of restricted stock units vested | | $ | 597 | | | $ | 442 | | | $ | 386 | |
| Fair value of restricted stock and performance-based restricted stock units vested | Fair value of restricted stock and performance-based restricted stock units vested | | 275 | | | 365 | | | 183 | |
| Unrecognized compensation cost for restricted stock units | Unrecognized compensation cost for restricted stock units | | 1,062 | | | 1,096 | | | 1,002 | |
| Unrecognized compensation cost for restricted stock and performance-based restricted stock units | Unrecognized compensation cost for restricted stock and performance-based restricted stock units | | 344 | | | 326 | | | 362 | |
| Weighted average remaining period to expense for restricted stock units (years) | Weighted average remaining period to expense for restricted stock units (years) | | 1.1 | | 1.3 | | 1.6 | Weighted average remaining period to expense for restricted stock units (years) | | 0.9 | | 1.0 | | 1.2 |
| Weighted average remaining period to expense for restricted stock and performance-based restricted stock units (years) | Weighted average remaining period to expense for restricted stock and performance-based restricted stock units (years) | | 1.4 | | 1.4 | | 1.1 | Weighted average remaining period to expense for restricted stock and performance-based restricted stock units (years) | | 1.3 | | 1.4 | | 1.5 |
Share Repurchase Program
From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors. All repurchases made during fiscal 20212024 were made under the current $20.0 billion share repurchase program approved in October 2017,November 2022, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases. As of whichJanuary 31, 2024 authorization for $3.0$16.5 billion of share repurchases remained as of January 31, 2021. On February 18, 2021,under the Board of Directors approved a new $20.0 billion share repurchase program which, beginning February 22, 2021, replaced the previous share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status.
The Company regularly reviews share repurchase activity and considers several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings, results of operations
and the market price of the Company's common stock. The following table provides, on a settlement date basis, the number of shares repurchased, average price paid per share and total amount paid for share repurchases for fiscal 2021, 20202024, 2023 and 2019:2022:
| | Fiscal Years Ended January 31, |
| | Fiscal Years Ended January 31, | | | | Fiscal Years Ended January 31, |
| (Amounts in millions, except per share data) | (Amounts in millions, except per share data) | | 2021 | | 2020 | | 2019 | (Amounts in millions, except per share data) | | 2024 | | 2023 | | 2022 |
| Total number of shares repurchased | Total number of shares repurchased | | 19.4 | | | 53.9 | | | 79.5 | |
| Average price paid per share | Average price paid per share | | $ | 135.20 | | | $ | 105.98 | | | $ | 93.18 | |
| Total cash paid for share repurchases | Total cash paid for share repurchases | | $ | 2,625 | | | $ | 5,717 | | | $ | 7,410 | |
Note 4. Accumulated Other Comprehensive Loss
The following table provides the changes in the composition of total accumulated other comprehensive loss for fiscal 2021, 2020,2024, 2023 and 2019:2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Amounts in millions and net of immaterial income taxes) | Currency
Translation
and Other | | Net Investment Hedges | | Unrealized Gain on Available-for-Sale Securities | | Cash Flow Hedges | | Minimum
Pension Liability | | Total |
| Balances as of February 1, 2018 | $ | (12,136) | | | $ | 1,030 | | | $ | 1,646 | | | $ | 122 | | | $ | (843) | | | $ | (10,181) | |
Adoption of new accounting standards(1) | 89 | | | 93 | | | (1,646) | | | 28 | | | 0 | | | (1,436) | |
| Other comprehensive income (loss) before reclassifications, net | (2,093) | | | 272 | | | 0 | | | (339) | | | 93 | | | (2,067) | |
Reclassifications to income, net(2) | 2,055 | | | 0 | | | 0 | | | 49 | | | 38 | | | 2,142 | |
| Balances as of January 31, 2019 | (12,085) | | | 1,395 | | | 0 | | | (140) | | | (712) | | | (11,542) | |
Other comprehensive income (loss) before reclassifications, net(3) | 281 | | | 122 | | | 0 | | | (399) | | | (1,283) | | | (1,279) | |
| Reclassifications to income, net | (23) | | | 0 | | | 0 | | | 0 | | | 39 | | | 16 | |
| Balances as of January 31, 2020 | (11,827) | | | 1,517 | | | 0 | | | (539) | | | (1,956) | | | (12,805) | |
| Other comprehensive income (loss) before reclassifications, net | 214 | | | (221) | | | 0 | | | 186 | | | (172) | | | 7 | |
Reclassifications to income, net(4) | 841 | | | 0 | | | 0 | | | 49 | | | 142 | | | 1,032 | |
| Balances as of January 31, 2021 | $ | (10,772) | | | $ | 1,296 | | | $ | 0 | | | $ | (304) | | | $ | (1,986) | | | $ | (11,766) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Amounts in millions and net of immaterial income taxes) | Currency
Translation
and Other | | Net Investment Hedges | | Cash Flow Hedges | | Minimum
Pension Liability | | Total |
| Balances as of February 1, 2021 | $ | (10,772) | | | $ | 1,296 | | | $ | (304) | | | $ | (1,986) | | | $ | (11,766) | |
| Other comprehensive loss before reclassifications, net | (586) | | | (7) | | | (540) | | | — | | | (1,133) | |
Reclassifications related to business dispositions, net(1) | 3,258 | | | (1,195) | | | 30 | | | 1,966 | | | 4,059 | |
| Reclassifications to income, net | — | | | — | | | 66 | | | 8 | | | 74 | |
| Balances as of January 31, 2022 | (8,100) | | | 94 | | | (748) | | | (12) | | | (8,766) | |
| Other comprehensive income (loss) before reclassifications, net | (1,145) | | | — | | | (571) | | | 5 | | | (1,711) | |
Return of currency translation to parent(2) | (1,262) | | | — | | | — | | | — | | | (1,262) | |
| Reclassifications to income, net | (309) | | | — | | | 368 | | | — | | | 59 | |
| Balances as of January 31, 2023 | (10,816) | | | 94 | | | (951) | | | (7) | | | (11,680) | |
| Other comprehensive income (loss) before reclassifications, net | 333 | | | — | | | (8) | | | (11) | | | 314 | |
| | | | | | | | | |
| Reclassifications to income, net | — | | | — | | | 64 | | | — | | | 64 | |
| Balances as of January 31, 2024 | $ | (10,483) | | | $ | 94 | | | $ | (895) | | | $ | (18) | | | $ | (11,302) | |
(1) Primarily relates to Upon closing of the adoption of ASU 2016-01 and ASU 2018-02, Income Statement–Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.
(2) Includes a cumulative foreign currency translation loss of $2.0 billion, for which there was no related income taxes, upon sale of the Company's operations in the U.K. and Japan during the first quarter of fiscal 2022, these amounts were released from accumulated other comprehensive loss, the majority stakeof which was considered in Walmart Brazil.the impairment evaluation when the individual disposal groups met the held for sale classification in fiscal 2021.
(2) Upon closing of the noncontrolling interest shareholder buyout of the Company's Massmart subsidiary during the fourth quarter of fiscal 2023, the cumulative amount of currency translation was reallocated from the Company's noncontrolling interest back to the Company. Refer to Note 12. (3) Primarily includes the remeasurement of Asda Group Limited's ("Asda") pension benefit obligation subsequent to the cash contribution made by Asda in fiscal 2020. Refer to Note 11.(4) Includes a cumulative foreign currency translation loss of $0.8 billion, for which there was no related income taxes, upon sale of the majority stake in Walmart Argentina. Refer to Note 123.Amounts reclassified from accumulated other comprehensive loss for derivativesderivative instruments are generally recorded in interest, net, in the Company's Consolidated Statements of Income, and theIncome. The amounts for the minimum pension liability, as well as the cumulative translation resulting from the disposition of a business, are recorded in other gains and losses 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 5. Accrued Liabilities
The Company's accrued liabilities consist of the following as of January 31, 20212024 and 2020:2023:
| | | | | January 31, | | | January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | (Amounts in millions) | | 2024 | | 2023 |
Liabilities held for sale(1) | | $ | 12,734 | | | $ | 0 | |
Accrued wages and benefits(2) | | 7,654 | | | 6,093 | |
Self-insurance(3) | | 4,698 | | | 4,469 | |
Accrued non-income taxes(4) | | 3,328 | | | 3,039 | |
Accrued wages and benefits(1) | |
Self-insurance(2) | |
Accrued non-income taxes(3) | |
Opioid litigation settlement(4) | |
| Deferred gift card revenue | Deferred gift card revenue | | 2,310 | | | 1,990 | |
Other(5) | Other(5) | | 7,242 | | | 6,705 | |
| Total accrued liabilities | Total accrued liabilities | | $ | 37,966 | | | $ | 22,296 | |
(1)Liabilities held for sale relate to the Company's operations in Japan and the U.K. classified as held for sale as of January 31, 2021. See Note 12. (2)Accrued wages and benefits include accrued wages, salaries, vacation, bonuses and other incentive plans.
(3)(2)Self-insurance consists of insurance-related liabilities, such as workers' compensation, general liability, auto liability, product liability and certain employee-related healthcare benefits.
(4)(3)Accrued non-income taxes include accrued payroll, property, value-added, sales and miscellaneous other taxes.
(4)Represents the remaining balance for the opioids litigation settlement (substantially all of the balance outstanding at the end of fiscal 2023 was paid in fiscal 2024, see Note 10.) (5)Other accrued liabilities consist of variousincludes items such as deferred membership revenue, interest, the purchase of PhonePe stock (see Note 3), supply chain, advertising, and maintenance utilities, legal contingencies, and advertising.& utilities.
Note 6. Short-term Borrowings and Long-term Debt
Short-term borrowings consist of commercial paper and lines of credit. Short-term borrowings as of January 31, 20212024 and 20202023 were $0.2$0.9 billion and $0.6$0.4 billion, respectively, with weighted-average interest rates of 1.9%7.7% and 5.0%6.6%, respectively. Short-term borrowings as of January 31, 2020 were primarily outside of the U.S.
The Company has various committed lines of credit in the U.S. to support its commercial paper program and are summarized in the following table:
| | January 31, 2021 | | January 31, 2020 |
| | January 31, 2024 | | | | January 31, 2024 | | January 31, 2023 |
| (Amounts in millions) | (Amounts in millions) | | Available | | Drawn | | Undrawn | | Available | | Drawn | | Undrawn | (Amounts in millions) | | Available | | Drawn | | Undrawn | | Available | | Drawn | | Undrawn |
Five-year credit facility | | $ | 5,000 | | | $ | 0 | | | $ | 5,000 | | | $ | 5,000 | | | $ | 0 | | | $ | 5,000 | |
Five-year credit facility(1) | |
364-day revolving credit facility(1) | 364-day revolving credit facility(1) | | 10,000 | | | 0 | | | 10,000 | | | 10,000 | | | 0 | | | 10,000 | |
| Total | Total | | $ | 15,000 | | | $ | 0 | | | $ | 15,000 | | | $ | 15,000 | | | $ | 0 | | | $ | 15,000 | |
(1) In April 2020,2023, the Company renewed and extended its existing 364-day revolving credit facility as well as its five year credit facility.
The committed lines of credit in the table above mature at various times betweenin April 20212024 and May 2024,April 2028, carry interest rates generally ranging between LIBORof the Secured Overnight Financing Rate plus 10 basis points and LIBOR plus 7555 basis points, and incur commitment fees ranging between 1.5 and 4.0 basis points. In conjunction with the committed lines of credit listed in the table above, the Company has agreed to observe certain covenants, the most restrictive of which relates to the maximum amount of secured debt. Additionally, the Company has syndicated and fronted letters of credit available which totaled $1.8$2.1 billion as of January 31, 20212024 and 2020,2023, of which $1.8$1.7 billion and $1.6$1.8 billion was drawn as of January 31, 20212024 and 2020,2023, respectively.
The Company's long-term debt, which includes the fair value instruments further discussed in Note 8, consists of the following as of January 31, 20212024 and 2020:2023: | | | | | January 31, 2021 | | January 31, 2020 | | | January 31, 2024 | | January 31, 2023 |
| (Amounts in millions) | (Amounts in millions) | | Maturity Dates
By Fiscal Year | | Amount | | Average Rate(1) | | Amount | | Average Rate(1) | (Amounts in millions) | | Maturity Dates
By Fiscal Year | | Amount | | Average Rate(1) | | Amount | | Average Rate(1) |
| Unsecured debt | Unsecured debt | | | | | | | | | | |
| Fixed | Fixed | | 2022 - 2050 | | $ | 35,216 | | | 3.9% | | $ | 39,752 | | | 3.8% |
| Variable | | 2022 | | 750 | | | 0.5% | | 1,500 | | | 2.1% |
| Fixed | |
| Fixed | | | 2025 - 2054 | | $ | 34,527 | | | 3.7% | | $ | 33,707 | | | 3.6% |
| | Total U.S. dollar denominated | |
| Total U.S. dollar denominated | |
| Total U.S. dollar denominated | Total U.S. dollar denominated | | 35,966 | | | 41,252 | | |
| Fixed | Fixed | | 2023 - 2030 | | 3,034 | | | 3.3% | | 2,758 | | | 3.3% |
| Variable | | 0 | | | 0 | | |
| Fixed | |
| Fixed | | | 2027 - 2030 | | 1,789 | | | 4.0% | | 1,790 | | | 4.0% |
| | Total Euro denominated | |
| Total Euro denominated | |
| Total Euro denominated | Total Euro denominated | | 3,034 | | | 2,758 | | |
| Fixed | Fixed | | 2031 - 2039 | | 3,682 | | | 5.4% | | 3,518 | | | 5.4% |
| Variable | | 0 | | | 0 | | |
| Fixed | |
| Fixed | | | 2031 - 2039 | | 3,412 | | | 5.4% | | 3,318 | | | 5.4% |
| | Total Sterling denominated | |
| Total Sterling denominated | |
| Total Sterling denominated | Total Sterling denominated | | 3,682 | | | 3,518 | | |
| Fixed | Fixed | | 2023-2028 | | 1,624 | | | 0.3% | | 1,652 | | | 0.4% |
| Variable | | 0 | | | 0 | | |
| Fixed | |
| Fixed | | | 2025 - 2028 | | 677 | | | 0.4% | | 767 | | | 0.4% |
| | Total Yen denominated | |
| Total Yen denominated | |
| Total Yen denominated | Total Yen denominated | | 1,624 | | | 1,652 | | |
| Total unsecured debt | Total unsecured debt | | 44,306 | | | 49,180 | | |
| Total unsecured debt | |
| Total unsecured debt | |
Total other(2) | |
Total other(2) | |
Total other(2) | Total other(2) | | 3 | | | (104) | | |
| Total debt | Total debt | | 44,309 | | | 49,076 | | |
| Total debt | |
| Total debt | |
| Less amounts due within one year | |
| Less amounts due within one year | |
| Less amounts due within one year | Less amounts due within one year | | (3,115) | | | (5,362) | | |
| Long-term debt | Long-term debt | | $ | 41,194 | | | $ | 43,714 | | |
| Long-term debt | |
| Long-term debt | |
(1)The average rate represents the weighted-average stated rate for each corresponding debt category, based on year-end balances and year-end interest rates.
(2)Includes deferred loan costs, discounts, fair value hedges, foreign-held debt and secured debt.
Annual maturities of long-term debt during the next five years and thereafter are as follows:
| | (Amounts in millions) | (Amounts in millions) | | Annual | (Amounts in millions) | | Annual |
| Fiscal Year | Fiscal Year | | Maturities | Fiscal Year | | Maturities |
| 2022 | | $ | 3,115 | |
| 2023 | | 3,014 | |
| 2024 | | 4,721 | |
| 2025 | 2025 | | 4,360 | |
| 2026 | 2026 | | 1,480 | |
| 2027 | |
| 2028 | |
| 2029 | |
| Thereafter | Thereafter | | 27,619 | |
| Total | Total | | $ | 44,309 | |
Debt Issuances
There were 0 long-term debt issuances in fiscal 2021. Information on significant long-term debt issued during fiscal 2020,2024 and 2023, for general corporate purposes, is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Amounts in millions) | | | | | | | | | | |
| Issue Date | | Principal Amount | | Maturity Date | | Fixed vs. Floating | | Interest Rate | | Net Proceeds |
| April 23, 2019 | | $1,500 | | July 8, 2024 | | Fixed | | 2.850% | | $ | 1,493 | |
| April 23, 2019 | | $1,250 | | July 8, 2026 | | Fixed | | 3.050% | | 1,242 | |
| April 23, 2019 | | $1,250 | | July 8, 2029 | | Fixed | | 3.250% | | 1,243 | |
| September 24, 2019 | | $500 | | September 24, 2029 | | Fixed | | 2.375% | | 497 | |
| September 24, 2019 | | $1,000 | | September 24, 2049 | | Fixed | | 2.950% | | 975 | |
| Various | | $42 | | Various | | Various | | Various | | 42 | |
| Total | | | | | | | | | | $ | 5,492 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Amounts in millions) | | | | | | | | | | |
| Issue Date | | Principal Amount | | Maturity Date | | Fixed vs. Floating | | Interest Rate | | Net Proceeds |
| April 18, 2023 | | $750 | | April 15, 2026 | | Fixed | | 4.000% | | $ | 748 | |
| April 18, 2023 | | $750 | | April 15, 2028 | | Fixed | | 3.900% | | 746 | |
| April 18, 2023 | | $500 | | April 15, 2030 | | Fixed | | 4.000% | | 497 | |
| April 18, 2023 | | $1,500 | | April 15, 2033 | | Fixed | | 4.100% | | 1,491 | |
| April 18, 2023 | | $1,500 | | April 15, 2053 | | Fixed | | 4.500% | | 1,485 | |
| Total | | | | | | | | | | $ | 4,967 | |
The fiscal 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (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 | |
These issuances are senior, unsecured notes which rank equally with all other senior, unsecured debt obligations of the Company, and are not convertible or exchangeable. These issuances do not contain any financial covenants which restrict the Company's ability to pay dividends or repurchase companyCompany stock. Additionally, the Company received immaterial proceeds from debt issuances by certain international markets during fiscal 2023.
RepaymentsMaturities and Extinguishments
The following table providestables provide details of significant long-term debt repayments during fiscal 2021:2024 and 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Amounts in millions) | | | | | | | | |
| Maturity Date | | Principal Amount | | Fixed vs. Floating | | Interest Rate | | Repayment |
| April 11, 2023 | | $1,750 | | Fixed | | 2.550% | | $ | 1,750 | |
| June 26, 2023 | | $2,280 | | Fixed | | 3.400% | | 2,280 |
| Total repayment of matured debt | | | | | | | | $ | 4,030 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Amounts in millions) | | | | | | | | |
| Maturity Date | | Principal Amount | | Fixed vs. Floating | | Interest Rate | | Repayment |
| June 23, 2020 | | $750 | | Floating | | Floating | | $ | 750 | |
| June 23, 2020 | | $1,250 | | Fixed | | 2.850% | | 1,250 |
| July 8, 2020 | | $840 | | Fixed | | 3.630% | | 840 |
| July 28, 2020 | | ¥10,000 | | Fixed | | 1.600% | | 95 |
| October 25, 2020 | | $1,197 | | Fixed | | 3.250% | | 1,197 |
| December 15, 2020 | | $1,250 | | Fixed | | 1.900% | | 1,250 |
| Total repayment of matured debt | | | | | | | | $ | 5,382 | |
The following table provides details of debt repayments during fiscal 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Amounts in millions) | | | | | | | | |
| Maturity Date | | Principal Amount | | Fixed vs. Floating | | Interest Rate | | Repayment |
| February 1, 2019 | | $364 | | Fixed | | 4.125% | | $ | 364 | |
| October 20, 2019 | | $300 | | Floating | | Floating | | 300 | |
| October 20, 2019 | | $1,200 | | Fixed | | 1.750% | | 1,200 | |
Various (1) | | $43 | | Various | | Various | | 43 | |
| Total repayment of matured debt | | | | | | | | $ | 1,907 | |
(1) Includes repayments of smaller long-term debt as it matured in several non-U.S. operations. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (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 | |
Note 7. Leases
The Company leases certain retail locations, distribution and fulfillment centers, warehouses, office spaces, land and equipment throughout the U.S. and internationally.
The Company's lease costs recognized in the Consolidated StatementStatements of Income consist of the following:
| | | | | | | | | | | | | | |
| | Fiscal years ended January 31, |
| (Amounts in millions) | | 2021 | | 2020 |
Operating lease cost(1) | | $ | 2,626 | | | $ | 2,670 |
| Finance lease cost: | | | | |
| Amortization of right-of-use assets | | 583 | | | 480 |
| Interest on lease obligations | | 298 | | | 306 |
| Variable lease cost | | 777 | | | 691 |
(1) Rentals (including amounts applicable to taxes, insurance, maintenance, other operating expenses and contingent rentals) under operating leases and other short-term rental arrangements were $3.0 billion in fiscal 2019. | | | | | | | | | | | | | | | | | | | | |
| | Fiscal years ended January 31, |
| (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Operating lease cost | | $ | 2,277 | | | $ | 2,306 | | $ | 2,274 |
| Finance lease cost: | | | | | | |
| Amortization of right-of-use assets | | 755 | | | 596 | | 565 |
| Interest on lease obligations | | 326 | | | 256 | | 232 |
| Variable lease cost | | 1,082 | | | 899 | | 823 |
Other lease information is as follows: | | | | | | | | | | | | | | | | | | | | |
| | Fiscal years ended January 31, |
| (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Cash paid for amounts included in measurement of lease obligations: | | | | | | |
| Operating cash flows from operating leases | | $ | 2,273 | | | 2,280 | | | 2,234 | |
| Operating cash flows from finance leases | | 315 | | | 248 | | | 225 | |
| Financing cash flows from finance leases | | 1,055 | | | 563 | | | 538 | |
| Assets obtained in exchange for operating lease obligations | | 1,514 | | | 1,714 | | | 1,816 | |
| Assets obtained in exchange for finance lease obligations | | 1,572 | | | 1,226 | | | 1,044 | |
| | | | | | | | | | | | | | |
| | Fiscal years ended January 31, |
| (Dollar amounts in millions) | | 2021 | | 2020 |
| Cash paid for amounts included in measurement of lease obligations: | | | | |
| Operating cash flows from operating leases | | $ | 2,629 | | | $ | 2,614 |
| Operating cash flows from finance leases | | 286 | | | 278 |
| Financing cash flows from finance leases | | 546 | | | 485 |
| Assets obtained in exchange for operating lease obligations | | 2,131 | | | 2,151 |
| Assets obtained in exchange for finance lease obligations | | 1,547 | | | 1,081 |
| | | | | | | | | | | | | | |
| | As of January 31, |
| | 2021 | | 2020 |
Weighted-average remaining lease term - operating leases(1) | | 12.5 years | | 15.6 years |
Weighted-average remaining lease term - finance leases(1) | | 13.7 years | | 14.4 years |
Weighted-average discount rate - operating leases(1) | | 6.1% | | 5.4% |
Weighted-average discount rate - finance leases(1) | | 6.8% | | 8.6% |
(1) For fiscal 2021, weighted average remaining lease term and discount rate amounts exclude operations classified as held for sale. | | | | | | | | | | | | | | |
| | As of January 31, |
| | 2024 | | 2023 |
| Weighted-average remaining lease term - operating leases | | 11.7 years | | 12.0 years |
| Weighted-average remaining lease term - finance leases | | 12.4 years | | 13.3 years |
| Weighted-average discount rate - operating leases | | 6.4% | | 6.0% |
| Weighted-average discount rate - finance leases | | 6.8% | | 6.5% |
The aggregate annual lease obligations at January 31, 2021,2024, are as follows:
| | (Amounts in millions) | (Amounts in millions) | |
| Fiscal Year | Fiscal Year | | Operating Leases | | Finance Leases |
| 2022 | | $ | 2,189 | | | $ | 717 | |
| 2023 | | 2,017 | | | 613 | |
| 2024 | | 1,861 | | | 551 | |
| Fiscal Year | |
| Fiscal Year | | | Operating Leases | | Finance Leases |
| 2025 | 2025 | | 1,697 | | | 496 | |
| 2026 | 2026 | | 1,527 | | | 449 | |
| 2027 | |
| 2028 | |
| 2029 | |
| Thereafter | Thereafter | | 11,658 | | | 4,746 | |
| Total undiscounted lease obligations | Total undiscounted lease obligations | | 20,949 | | | 7,572 | |
| Less imputed interest | Less imputed interest | | (6,574) | | | (3,234) | |
| Net lease obligations | Net lease obligations | | $ | 14,375 | | | $ | 4,338 | |
Note 8. Fair Value Measurements
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.
TheAs described in Note 1, the Company measures the fair value of certain equity investments, including certain immaterial equity method investments where the Company has elected the fair value option, on a recurring basis within other long-term assets in the accompanying Consolidated Balance Sheets. The amounts of gains and losses included in earnings from fair value changes for these investments are recognized within other gains and losses in the Consolidated Statements of Income. The fair value of these investments is as follows: | | | | | | | | | | | |
| (Amounts in millions) | Fair Value as of January 31, 2024 | | Fair Value as of January 31, 2023 |
| Equity investments measured using Level 1 inputs | $ | 2,835 | | | $ | 5,099 | |
| Equity investments measured using Level 2 inputs | 4,414 | | | 5,570 | |
| Total | $ | 7,249 | | | $ | 10,669 | |
Changes in the Company's equityfair value of these investments were primarily due to gains and losses resulting from net changes in the underlying stock prices, along with certain other immaterial investment activity. The fair value of these investments decreased $3.4 billion and $1.2 billion during fiscal 2024 and 2023, respectively. Equity investments without readily determinable fair values are as follows:
| | | | | | | | | | | |
| (Amounts in millions) | Fair Value as of January 31, 2021 | | Fair Value as of January 31, 2020 |
| Equity investments measured using Level 1 inputs | $ | 6,517 | | | $ | 2,715 | |
| Equity investments measured using Level 2 inputs | 7,905 | | | 2,723 | |
| Total | $ | 14,422 | | | $ | 5,438 | |
values are carried at cost and adjusted for any observable price changes or impairments within other gains and losses in the Consolidated Statements of Income.
Derivatives
The Company also has derivatives recorded at fair 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, 20212024 and January 31, 2020,2023, the notional amounts and fair values of these derivatives were as follows:
| | | | January 31, 2021 | | January 31, 2020 | |
| (Amounts in millions) | (Amounts in millions) | Notional Amount | | Fair Value | | Notional Amount | | Fair Value | |
| (Amounts in millions) | |
| (Amounts in millions) | |
| Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges | Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges | $ | 3,250 | | | $ | 166 | | (1) | $ | 4,000 | | | $ | 97 | | (1) |
| Receive fixed-rate, pay fixed-rate cross-currency swaps designated as net investment hedges | 1,250 | | | 311 | | (1) | 3,750 | | | 455 | | (1) |
| Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges | |
| Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges | | $ | 6,271 | | | $ | (654) | | (1) | $ | 8,021 | | | $ | (689) | | (1) |
| | Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges | |
| Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges | |
| Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges | Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges | 5,073 | | | (394) | | (3) | 4,067 | | | (696) | | (2) | 5,879 | | | (1,302) | | (1,302) | | (1) | (1) | 5,900 | | | (1,423) | | (1,423) | | (1) | (1) |
| Total | Total | $ | 9,573 | | | $ | 83 | | | $ | 11,817 | | | $ | (144) | | |
(1)Classified in other long-term assets within the Company's Consolidated Balance Sheets.
(2)Classified in deferred income taxes and other within the Company's Consolidated Balance Sheets.
(3)Approximately $456 million of cash flow hedges werePrimarily classified in deferred income taxes and other and $62 million of cash flow were classified in other long-term assets in the Company's 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.
As further discussed in Note 12,Upon completing the sales of the Company's operations in Argentina, Japan and the U.K. met the held for sale criteria in fiscal 2021. 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,February 2021 and Japan and U.K. disposal groups exceeded their fair value, less costs to sell, and as a result,in March 2021, the Company recognizedrecorded incremental non-recurring impairment charges. The aggregate pre-tax losscharges of $8.3$0.4 billion associated with the divestiture of these operations in the Walmart International segment was recorded infirst quarter of fiscal 2022 within 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 relatedIncome. Refer to the Asda pension plan. These impairment charges include 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 immaterial.For the fiscal year ended January 31, 2020, the Company recorded impairment charges related to assets measured at fair value on a non-recurring basis primarily related to the following:
•in the Walmart U.S. segment, $0.5 billion in impairment charges for impaired assets consisting primarily of trade names and acquired developed software due to strategic decisions that resulted in the write-down of certain eCommerce assets; and
•in the Walmart International segment, $0.4 billion in impairment charges consisting primarily of the write-off of the carrying value of one of Flipkart's two fashion trade names, Jabong.com, as a result of a strategic decision to focus on the Myntra.com fashion platform.
These impairment charges were classified in operating, selling, general and administrative expenses in the Company's Consolidated Statements of Income. Other impairment charges for assets measured at fair value on a nonrecurring basis during fiscal 2020 were immaterial.
For the fiscal year ended January 31, 2019, the Company sold the majority stake in Walmart Brazil during fiscal 2019 as discussed in Note 12. The Company did not have any material assets of the disposal group totaled $3.3 billion and were comprised of $1.0 billionor liabilities resulting in current assets, $1.6 billion in property and equipment and property under capital lease and financing obligations, net, and $0.7 billion of other long-term assets. When measured as held for sale, these assets were fully impaired as the carrying value of the disposal group exceeded thenonrecurring fair value less costs to sellmeasurements as of January 31, 2024 and contributed to a pre-tax net loss of $4.8 billion in the Walmart International segment, which was recorded in other gains and losses in the Company's Consolidated Statement of Income. Other impairment charges to assets measured at fair value on a nonrecurring basis during fiscal 2019 were immaterial.January 31, 2023.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, 20212024 and 2020,2023, are as follows:
| | | | | January 31, 2021 | | January 31, 2020 | | | January 31, 2024 | | January 31, 2023 |
| (Amounts in millions) | (Amounts in millions) | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | (Amounts in millions) | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| Long-term debt, including amounts due within one year | Long-term debt, including amounts due within one year | | $ | 44,309 | | | $ | 54,240 | | | $ | 49,076 | | | $ | 57,769 | |
Note 9. Taxes
The components of income (loss) before income taxes are as follows:
| | | | | Fiscal Years Ended January 31, | | | Fiscal Years Ended January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | | 2019 | (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| U.S. | U.S. | | $ | 20,003 | | | $ | 17,098 | | | $ | 15,875 | |
| Non-U.S. | Non-U.S. | | 561 | | | 3,018 | | | (4,415) | |
| Total income before income taxes | Total income before income taxes | | $ | 20,564 | | | $ | 20,116 | | | $ | 11,460 | |
A summary of the provision for income taxes is as follows:
| | | | | Fiscal Years Ended January 31, | | | Fiscal Years Ended January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | | 2019 | (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Current: | Current: | | | | | | |
| U.S. federal | |
| U.S. federal | |
| U.S. federal | U.S. federal | | $ | 2,991 | | | $ | 2,794 | | | $ | 2,763 | |
| U.S. state and local | U.S. state and local | | 742 | | | 587 | | | 493 | |
| International | International | | 1,127 | | | 1,205 | | | 1,495 | |
| Total current tax provision | Total current tax provision | | 4,860 | | | 4,586 | | | 4,751 | |
| Deferred: | Deferred: | | | | | | |
| U.S. federal | U.S. federal | | 2,316 | | | 663 | | | (361) | |
| U.S. federal | |
| U.S. federal | |
| U.S. state and local | U.S. state and local | | 23 | | | 35 | | | (16) | |
| International | International | | (341) | | | (369) | | | (93) | |
| Total deferred tax expense (benefit) | Total deferred tax expense (benefit) | | 1,998 | | | 329 | | | (470) | |
| Total provision for income taxes | Total provision for income taxes | | $ | 6,858 | | | $ | 4,915 | | | $ | 4,281 | |
In December 2017, the Tax Act was enacted and significantly changed U.S. income tax law. Beginning January 2018, the Tax Act reduced the U.S. statutory tax rate and created 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"). 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 SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118"), which allowed 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. The Company elected to apply the measurement period provisions of this guidance to certain income tax effects of the Tax Act when it became effective. The provisional measurement period ended in the fourth quarter of fiscal 2019. Management completed the Company's accounting for tax reform in fiscal 2019 based on prevailing regulations and currently available information, and any additional guidance issued by the IRS could impact the aforementioned amounts in future periods. In fiscal 2019, the Company recorded $442 million of additional tax expense related to the Tax Act, included as a component of provision for income taxes.
One-time Transition Tax
The Tax Act required 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 calculated the transition tax liability and increased the provisional amount by $413 million, with the increase included as a component of provision for income taxes in fiscal 2019.
Effective Income Tax Rate Reconciliation
A reconciliation of the significant differences between the U.S. statutory tax rate and the effective income tax rate on pre-tax income from continuing operations is as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| | | 2021 | | 2020 | | 2019 |
| U.S. statutory tax rate | | 21.0 | % | | 21.0 | % | | 21.0 | % |
| U.S. state income taxes, net of federal income tax benefit | | 2.9 | % | | 2.2 | % | | 3.0 | % |
| Impact of the Tax Act: | | | | | | |
| One-time transition tax | | 0 | % | | 0 | % | | 3.6 | % |
| Deferred tax effects | | 0 | % | | 0 | % | | (0.7) | % |
| Income taxed outside the U.S. | | (0.1) | % | | (1.0) | % | | (3.4) | % |
| Disposal and wind-down of certain business operations | | 7.1 | % | | 0 | % | | 6.7 | % |
| Valuation allowance | | 2.3 | % | | 2.3 | % | | 6.3 | % |
| Net impact of repatriated international earnings | | (0.4) | % | | 0.4 | % | | 0.8 | % |
| Federal tax credits | | (0.9) | % | | (0.8) | % | | (1.3) | % |
| Enacted change in tax laws | | 0 | % | | (1.9) | % | | 0 | % |
| Change in reserve for tax contingencies | | 0.8 | % | | 2.5 | % | | 0.6 | % |
| Other, net | | 0.6 | % | | (0.3) | % | | 0.8 | % |
| Effective income tax rate | | 33.3 | % | | 24.4 | % | | 37.4 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| | | 2024 | | 2023 | | 2022 |
| U.S. statutory tax rate | | 21.0 | % | | 21.0 | % | | 21.0 | % |
| U.S. state income taxes, net of federal income tax benefit | | 3.0 | % | | 3.1 | % | | 2.8 | % |
| Income taxed outside the U.S. | | 0.1 | % | | 1.1 | % | | (1.5) | % |
| Separation, disposal and wind-down of certain business operations | | — | % | | 6.3 | % | | 0.5 | % |
| Valuation allowance | | 1.2 | % | | 1.7 | % | | 4.4 | % |
| Net impact of repatriated international earnings | | (0.4) | % | | (0.4) | % | | (0.3) | % |
| Federal tax credits | | (1.5) | % | | (1.3) | % | | (1.1) | % |
| | | | | | |
| Change in unrecognized tax benefits | | 0.6 | % | | 0.3 | % | | 0.2 | % |
| Other, net | | 1.5 | % | | 1.8 | % | | (0.6) | % |
| Effective income tax rate | | 25.5 | % | | 33.6 | % | | 25.4 | % |
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 as of January 31, 2021.sale.
Deferred Taxes
The significant components of the Company's deferred tax account balances are as follows: | | | | | | | | | | | | | | |
| | | January 31, |
| (Amounts in millions) | | 2024 | | 2023 |
| Deferred tax assets: | | | | |
| Loss and tax credit carryforwards | | $ | 7,136 | | | $ | 7,690 | |
| Accrued liabilities | | 3,066 | | | 3,312 | |
| Share-based compensation | | 238 | | | 237 | |
| Lease obligations | | 4,831 | | | 4,653 | |
| Other | | 1,124 | | | 839 | |
| Total deferred tax assets | | 16,395 | | | 16,731 | |
| Valuation allowances | | (7,485) | | | (7,815) | |
| Deferred tax assets, net of valuation allowances | | 8,910 | | | 8,916 | |
| Deferred tax liabilities: | | | | |
| Property and equipment | | 4,813 | | | 4,352 | |
| Acquired intangibles | | 898 | | | 932 | |
| Inventory | | 3,035 | | | 3,032 | |
| Lease right of use assets | | 4,941 | | | 4,727 | |
| Mark-to-market investments | | 322 | | | 1,390 | |
| Other | | 486 | | | 249 | |
| Total deferred tax liabilities | | 14,495 | | | 14,682 | |
| Net deferred tax liabilities | | $ | 5,585 | | | $ | 5,766 | |
| | | | | | | | | | | | | | |
| | | January 31, |
| (Amounts in millions) | | 2021 | | 2020 |
| Deferred tax assets: | | | | |
| Loss and tax credit carryforwards | | $ | 9,179 | | | $ | 9,056 | |
| Accrued liabilities | | 2,582 | | | 2,483 | |
| Share-based compensation | | 224 | | | 250 | |
| Lease obligations | | 4,450 | | | 4,098 | |
| Other | | 589 | | | 887 | |
| Total deferred tax assets | | 17,024 | | | 16,774 | |
| Valuation allowances | | (8,782) | | | (8,588) | |
| Deferred tax assets, net of valuation allowances | | 8,242 | | | 8,186 | |
| Deferred tax liabilities: | | | | |
| Property and equipment | | 4,802 | | | 4,364 | |
| Acquired intangibles | | 1,071 | | | 1,153 | |
| Inventory | | 1,235 | | | 1,414 | |
| Lease right of use assets | | 4,390 | | | 3,998 | |
| Mark-to-market investments | | 2,678 | | | 723 | |
| Other | | 675 | | | 824 | |
| Total deferred tax liabilities | | 14,851 | | | 12,476 | |
| Net deferred tax liabilities | | $ | 6,609 | | | $ | 4,290 | |
The deferred taxes noted above are classified as follows in the Company's Consolidated Balance Sheets:
| | | | | | | | | | | | | | |
| | | January 31, |
| (Amounts in millions) | | 2021 | | 2020 |
| Balance Sheet classification | | | | |
| Assets: | | | | |
| Other long-term assets | | $ | 1,836 | | | $ | 1,914 | |
| | | | |
| Liabilities: | | | | |
| Deferred income taxes and other | | 8,445 | | | 6,204 | |
| | | | |
| Net deferred tax liabilities | | $ | 6,609 | | | $ | 4,290 | |
| | | | | | | | | | | | | | |
| | | January 31, |
| (Amounts in millions) | | 2024 | | 2023 |
| Balance Sheet classification | | | | |
| Assets: | | | | |
| Other long-term assets | | $ | 1,663 | | | $ | 1,503 | |
| Liabilities: | | | | |
| Deferred income taxes and other | | 7,248 | | | 7,269 | |
| | | | |
| Net deferred tax liabilities | | $ | 5,585 | | | $ | 5,766 | |
Unremitted Earnings
Prior to the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), the Company asserted that all unremitted earnings of its foreign subsidiaries were considered indefinitely reinvested. As a result of the 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 generally be free of U.S. federal tax, but may incur other taxes such as withholding or state taxes. As of January 31, 2021,2024, the Company has not recorded approximately $2$1 billion of deferred tax liabilities associated with remaining unremitted foreign earnings considered indefinitely reinvested, for which U.S. and foreign income and withholding taxes would be due upon repatriation.
Net Operating Losses, Tax Credit Carryforwards and Valuation Allowances
As of January 31, 2021,2024, the Company's net operating loss and capital loss carryforwards totaled approximately $38.4$30.3 billion. Of these carryforwards, approximately $26.4$16.5 billion will expire, if not utilized, in various years through 2041.2044. The remaining carryforwards have no expiration.
The recoverabilityrealizability 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 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 is recognized in the Consolidated Statements of Income.
The Company had valuation allowances of $8.8approximately $7.5 billion and $8.6$7.8 billion as of January 31, 20212024 and 2020,2023, respectively, on deferred tax assets associated primarily with the net operating loss carryforwards. Activity in the valuation allowance during fiscal 20212024 related to valuation allowance builds in multiple markets, as well as releases due to the expiration of underlyingunrealized deferred tax 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, 20212024 and 2020,2023, the amount of gross unrecognized tax benefits related to continuing operations was $3.1$3.5 billion and $1.8$3.3 billion, respectively. The amount of unrecognized tax benefits that would affect the Company's effective income tax rate was $1.7 billion and $1.6$1.5 billion as of January 31, 20212024 and 2020,2023, 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) | (Amounts in millions) | | 2021 | | 2020 | | 2019 | (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Gross unrecognized tax benefits, beginning of year | Gross unrecognized tax benefits, beginning of year | | $ | 1,817 | | | $ | 1,305 | | | $ | 1,010 | |
| Increases related to prior year tax positions | Increases related to prior year tax positions | | 92 | | | 516 | | | 620 | |
| Decreases related to prior year tax positions | Decreases related to prior year tax positions | | (264) | | | (15) | | | (107) | |
| Increases related to current year tax positions | Increases related to current year tax positions | | 1,582 | | | 66 | | | 203 | |
| Settlements during the period | Settlements during the period | | (64) | | | (29) | | | (390) | |
| Lapse in statutes of limitations | Lapse in statutes of limitations | | (28) | | | (26) | | | (31) | |
| Gross unrecognized tax benefits, end of year | Gross unrecognized tax benefits, end of year | | $ | 3,135 | | | $ | 1,817 | | | $ | 1,305 | |
The Company classifies interest and penalties related to uncertain tax benefits as interest expense and as operating, selling, general and administrative expenses, respectively. Interest expense and penalties related to these positions were immaterial for fiscal 2021, 20202024, 2023 and 2019.2022. During the next twelve months, it is reasonably possible that tax audit resolutions could reduce unrecognized tax benefits by 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 2014, and 2018 through 2021.2023. The Company also remains subject to income tax examinations for international income taxes for fiscal 2013 through 2021,2023, and for U.S. state and local income taxes generally for the fiscal years ended 20132017 through 2021.2023. 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 2012.2013.
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.
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 cannotof the loss can be reasonably estimated and therefore an accrual has not been made. However, where a liabilityestimated. The Company also discloses when it is reasonably possible andthat a material loss may be material, such matters have been disclosed. Theincurred. 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 position, results of operations or cash flows.
Asda Equal Value ClaimsSettlement Framework Regarding Multidistrict and State or Local Opioid-Related Litigation
Asda, a wholly-owned subsidiary ofDuring fiscal 2023, the Company which was sold in February 2021, isaccrued a defendant in over 40,000 "equal value" claims that began in 2008liability for approximately $3.3 billion for the Settlement Framework (described below) and are proceeding before an Employment Tribunal in Manchester (the "Employment Tribunal") in the United Kingdom ("U.K.") on behalfother previously agreed upon state and tribal settlements. The Settlement Framework includes no admission of current and former Asda store employees, and further claims may be asserted in the future. The claimants allege that the work performed by employees in Asda's retail stores is of equal value in terms of, among other things, the demands of their jobs compared to that of employees working in Asda's warehouse and distribution facilities, and that the difference in pay between these job positions disparately impacts women because more women work in retail stores while more men work in warehouses and distribution facilities, and that the pay difference is not objectively justified. The 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.
In October 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. Asda appealed the ruling and is awaiting a decision from the Supreme Court of the U.K. Notwithstanding the appeal, claimants are now proceeding in the next phase of their claims. That phase will determine whether the work performedwrongdoing or liability by the claimants is of equal value to the work performed by employees in Asda's warehouseCompany, and distribution facilities.
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. Accordingly, the Company can provide no assurance ascontinues to the scope and outcomes of these matters and no assurance as to whether its business, financial position, results of operations or cash flows will not be materially adversely affected. The Company believesbelieve it has substantial factual and legal defenses to these claims, and intends to defendopioids-related litigation. As of January 31, 2024, substantially all of the claims vigorously. Following the sale of Asda described in Note 12, the Company will continue to conduct the defense of these claims. While potentialoriginal approximately $3.3 billion accrued liability for these claims remains with Asda, the Company has agreed to provide indemnification with respect to these claims up to a contractually determined amount.Settlement Framework and other settlements have been paid.Opioids Litigation
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 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. the MDL.
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 states, political subdivisions, and Native American tribes whether as part of the MDL (excluding, however, a single, two-county trial described further below) or in 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. On August 22, 2023, the settlement administrator determined that a sufficient number of political subdivisions had agreed to participate in the Settlement Framework, which was a necessary condition for the Settlement Framework to become effective. The Settlement Framework became effective 15 days later, on September 6, 2023. The Company deposited the full portion of the Settlement Amount attributable to the Settling States on October 11, 2023. Although the settlement administrator has determined that sufficient number of political subdivisions have agreed to participate in the Settlement Framework, and thus the
Settlement Framework was effective, eligible political subdivisions still have until July 15, 2025, to join the Settlement Framework.
Other Opioid-Related Litigation
The Company will continue to vigorously defend against any opioid-related litigation not covered or otherwise resolved 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; and any action filed by a political subdivision or Native American tribe that is not resolved by 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; Canada; and Other Litigation. 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. On September 11, 2023, the Sixth Circuit Court of Appeals issued an order of certifying certain questions in the appeal for review by the Supreme Court of Ohio. On November 29, 2023, the Supreme Court of Ohio accepted the request for certification, and the matter remains pending with the court.
The MDL designated five additional single-county cases as bellwethers to proceed through discovery; however, these five counties have elected to participate in the Settlement Framework and receive a portion of the Settlement Amount rather than go to trial. On October 25, 2023, the MDL designated four cases brought by third-party payers as bellwether cases to proceed through discovery. Additional bellwethers of cases brought by hospitals and other healthcare providers may be designated in the future.
Wal-Mart Canada Corp. and certain other subsidiaries of the Company have been named as defendants in two putative class action complaints filed in Canada related to dispensing and distribution practices involving opioids. These matters remain pending.
Similar cases that name the Company also have also been filed in state and federal courts by state, local, and tribal governments, health carehealthcare providers, and other plaintiffs. Plaintiffs in these cases and in the MDL 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, but believes it has substantial factual and legal defenses to these claims, and intends to defend the claims vigorously. 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.
DOJ Opioid Civil Litigation. On OctoberDecember 22, 2020, the Company filed a declaratory judgment action in the U.S. District Court for the Eastern District of Texas against the U.S. Department of Justice (the “DOJ”"DOJ") and the U.S. Drug Enforcement Administration, asking a federal court to clarify the roles and responsibilities of pharmacists and pharmacies as to the dispensing and distribution of opioids under the Controlled Substances Act (the “CSA”).The Company’s action was dismissed and the Company is appealing the decision. On December 22, 2020, the DOJ filed a civil complaint 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 CSA.Controlled Substances Act. The DOJ is seeking civil penalties and injunctive relief. The Company filed a motioninitially 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. The Court held a hearing on the partial motion to dismiss on January 18, 2024, and ordered the DOJ to file an amended complaint. The DOJ filed that amended complaint on February 1, 2024, and Walmart filed a partial motion to dismiss that complaint on February 6, 2024. On March 11, 2024, the Court granted in-part Walmart's motion by dismissing the entirety of the DOJ's claims related to distribution and dismissing the DOJ's claims arising under one of the DOJ's two dispensing liability theories. The DOJ's claims arising under its other dispensing liability theory remain 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’sCompany's disclosures with respect to opioids, filed in the U.S. District Court for the District of Delaware on January 20, 2021 and March 5, 2021, purportedly on behalf of a class of investors who acquired Walmart stock from March 30, 2016 through December 22, 2020. A derivative actionThose 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 onetwo 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’sCompany's distribution and dispensing of opioids.opioids and also alleging violations of the federal
securities laws and other breaches of duty by certain current and former directors and 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 Board of Directors 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. In two orders issued on April 12 and 26, 2023, the Court of Chancery granted the defendants' motion to dismiss with respect to claims involving the Company's distribution practices and denied the remainder of the motion, including the Company's request to stay the litigation. On May 5, 2023, the Company's Board of Directors (the "Board") appointed an independent Special Litigation Committee (the "SLC") to investigate the allegations regarding certain current and former officers and directors named in the various derivative proceedings regarding oversight with respect to opioids. The Board has authorized the SLC to retain independent legal counsel and such other advisors as the SLC deems appropriate in carrying out its duties. The derivative matter pending in the Delaware Court of Chancery is stayed until the SLC completes its investigation.
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 related to these proceedings. Accordingly, the Company can provide no assurance as to the scope and outcome of these matters.
Money Transfer Agent Services Matters. The Company has responded to grand jury subpoenas issued by the United States Attorney's Office for the Middle District of Pennsylvania on behalf of the DOJ seeking documents 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 most recent subpoena was issued in August 2020. Walmart's responses to DOJ's subpoenas have been complete since 2021. The Company continues to cooperate with and provide information and documents voluntarily in response to supplemental requests from the various Opioids LitigationDOJ. The Company has also responded to civil investigative demands from the United States Federal Trade Commission (the "FTC") in connection with the FTC's investigation related to money transfers and 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 Company filed a motion to dismiss the complaint. On March 27, 2023, the Court issued an opinion dismissing the FTC's claim under the Telemarketing Sales Rule and denying Walmart's motion to dismiss the claim under Section 5 of the Federal Trade Commission Act. On April 12, 2023, Walmart filed a motion to certify the Court's March 27, 2023, order for interlocutory appeal. On June 30, 2023, the FTC filed an amended complaint against Walmart again asserting claims under the Federal Trade Commission Act and Telemarketing Sales Rule. On July 20, 2023, the Court denied Walmart's motion to certify the Court's March 27, 2023, order for interlocutory appeal, finding that it would be more orderly to consider a request for interlocutory appeal after a ruling on Walmart's motion to dismiss the amended complaint. Walmart's motion to dismiss the amended complaint was filed on August 11, 2023. The motion remains pending. No other deadlines have yet been set, and discovery is stayed.
The Company intends to vigorously defend these litigation matters. Accordingly,However, the Company can provide no assurance as to the scope and outcome of these matters and cannot reasonably estimate any loss or range of loss that may arise. Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.
Mexico Antitrust Matter. On October 6, 2023, the Comisión Federal de Competencia Económica of México ("COFECE") notified the main Mexican operating subsidiary of Wal-Mart de México, S.A.B. de C.V. ("Walmex"), a majority owned subsidiary of the Company, that COFECE's Investigatory Authority ("IA") had requested COFECE to initiate a quasi-judicial administrative process against Walmex's subsidiary for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services. The quasi-judicial administrative process is the first opportunity for Walmex's subsidiary to respond to and defend against the IA's allegations before COFECE. While COFECE has the authority to impose monetary relief and/or non-structural conduct measures, such relief and conduct measures would be subject to appeal by Walmex's subsidiary. On December 14, 2023, Walmex's subsidiary submitted its defense arguments and will continue to defend against the allegations vigorously, both at the quasi-judicial administrative process and, if required, before any courts. Because this process is at an early stage, the Company can provide no assurance as to whetherthe scope and outcome of these matters, cannot reasonably estimate any loss or range of loss that
may arise and can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.
Note 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 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 2021, 20202024, 2023 and 2019:2022:
| | Fiscal Years Ended January 31, |
| | Fiscal Years Ended January 31, | | | | Fiscal Years Ended January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | | 2019 | (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Defined contribution plans: | Defined contribution plans: | | | | | | |
| U.S. | U.S. | | $ | 1,290 | | | $ | 1,184 | | | $ | 1,165 | |
| U.S. | |
| U.S. | |
| International | International | | 200 | | | 177 | | | 126 | |
| Total contribution expense for defined contribution plans | Total contribution expense for defined contribution plans | | $ | 1,490 | | | $ | 1,361 | | | $ | 1,291 | |
Additionally, the Company's subsidiary in the United Kingdom has a sponsored defined benefit pension plan. In October 2019, 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. The agreement between Asda, Walmart and the Trustee of the Plan contemplates that subsequent to the purchase of the bulk annuity insurance contract by the Plan, each of the Plan participants will be issued an individual annuity contract. The issuer of the individual annuity insurance contracts will be solely responsible for paying each participant’s benefits in full and will release 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 disposal group and the estimated pre-tax loss recognized during the fourth quarter of fiscal 2021 as discussed in Note 8 and Note 12.
Note 12. Disposals, Acquisitions and Related Items
The following disposals and acquisitionsdispositions impact the Company's Walmart International segment. Other immaterial transactions have also occurred.
Walmart ArgentinaAsda
In November 2020,February 2021, the Company completed the saledivestiture of Walmart Argentina. As a result, the Company recorded a pre-tax loss of $1.0 billion in the third quarter of fiscal 2021 in other gains and losses in its Consolidated Statement of Income primarily due to the impact of cumulative translation losses on the carrying value of the disposal group.
Asda
In October 2020, the Company agreed to sell Asda, the Company’sCompany's retail operations in the U.K., for net consideration of $9.4 billion, which was classified as held for sale in the Consolidated Balance Sheet as of January 31, 2021. Under the terms$9.6 billion. Upon closing of the agreement,transaction, the Company agreed to indemnify the buyer for certain legal and tax matters and will retainrecorded an investment in Asda that will be accounted for as a debt security. As a result, the Company recognized an estimatedincremental pre-tax loss of $5.5$0.2 billion in other gains and losses in its Consolidated StatementStatements of Income in the fourth quarter of fiscal 2021. In calculating the loss, the fair value of the disposal group was reduced by approximately $0.8 billion related to the estimated fair value of certain indemnities and other transaction related costs. The Company completed the sale in February 2021, and will deconsolidate the financial statements of Asda in the first quarter of fiscal 2022, and begin recognizing immaterial interest incomeprimarily related to its debt security.
In October 2019, Asda, Walmart, andchanges in the Trusteenet assets of the Plan entered into an agreement which provides for the issuance of individual annuity contracts to each Plan participant and will release the Plan and Asda from any future obligations. Upon classifying the Asda disposal group, currency exchange rate fluctuations and customary purchase price adjustments upon closing. During the first quarter of fiscal 2022, the Company deconsolidated the financial statements of Asda and recognized its retained investment in Asda as held for sale, $2.3 billion of accumulated pension components associated witha debt security within other long-term assets and also recognized certain legal and tax indemnity liabilities within deferred income taxes and other in the expected derecognition of the Asda pension plan were included as part of the loss mentioned above, which will be reclassified from accumulated other comprehensive loss upon completion of the sale in February 2021.Consolidated Balance Sheet.
Seiyu
In November 2020,March 2021, the Company agreed to sellcompleted the divestiture of Seiyu, the Company's retail operations in Japan, for net consideration of $1.2 billion, which was classified as held for sale inbillion. Upon closing of the Consolidated Balance Sheet as of January 31, 2021. As a result,transaction, the Company recognizedrecorded an estimatedincremental pre-tax loss of $1.9$0.2 billion in other gains and losses in its Consolidated StatementStatements of Income in the fourth quarter of fiscal 2021. The sale was completed in March 2021 and the Company will deconsolidate the financial statements of Seiyu in the first quarter of fiscal 2022, primarily related to changes in the net assets of the disposal group, currency exchange rate fluctuations and account forcustomary purchase price adjustments upon closing. During the first quarter of fiscal 2022, the Company deconsolidated the financial statements of Seiyu and recognized its retained 15 percent ownership interest in Seiyu as an equity investment.
Assets and liabilities held for sale associated with the Asda and Seiyu disposal groups as of January 31, 2021 were as follows:
| | | | | | | | |
| | January 31, |
(Amounts in millions) | | 2021 |
Cash and cash equivalents | | $ | 1,848 | |
Other current assets(1)
| | 2,545 | |
Property and equipment, net | | 13,193 | |
Operating lease right-of-use assets | | 4,360 | |
Finance lease right-of-use assets, net | | 1,395 | |
Goodwill | | 2,211 | |
Otherinvestment within other long-term assets | | 1,063 | |
Valuation allowance against assets held for sale(2)
| | (7,420) | |
Total assets held for sale | | $ | 19,195 | |
| | |
Current liabilities(3)
| | 6,535 | |
Operating lease obligations, including amounts due within one year | | 4,245 | |
Finance lease obligations, including amounts due within one year | | 1,495 | |
Deferred income taxes and other | | 459 | |
Total liabilities held for sale | | $ | 12,734 | |
(1)Includes inventories, receivables, net and prepaid expenses and other.
(2)Includes the $2.3 billion loss associated with the derecognition of the Asda pension plan and $1.3 billion cumulative foreign currency and related net investment hedge and other impacts included within the disposal groups, which will be reclassified from accumulated other comprehensive loss upon closure of each transaction.
(3)Includes accounts payable and accrued liabilities.
Walmart Brazil
In August 2018, the Company sold an 80 percent stake of Walmart Brazil to Advent International ("Advent"). Under the terms of the sale, Advent agreed to contribute additional capital to the business over a three-year period and Walmart agreed to indemnify Advent for certain matters.
As a result, the Company recorded a pre-tax net loss of $4.8 billion during fiscal 2019 in other gains and losses in the Company's Consolidated Statement of Income. Substantially all of this charge was recorded during the second quarter of fiscal 2019 upon meeting the held for sale criteria. In calculating the loss, the fair value of the disposal group was reduced by $0.8 billion related to an indemnity, for which a liability was recognized upon closing and is recorded in deferred income taxes and other in the Company's Consolidated Balance Sheets. Under the indemnity, the Company will indemnify Advent for certain pre-closing tax and legal contingencies and other matters for up to R$2.3 billion, adjusted for interest based on the Brazilian interbank deposit rate.
The Company deconsolidated the financial statements of Walmart Brazil during the third quarter of fiscal 2019 and began accounting for its remaining 20 percent ownership interest using the equity method of accounting. This equity method investment was determined to have 0 fair value and continues to have 0 carrying value.
Flipkart
In August 2018, the Company acquired 81 percent of the outstanding shares, or 77 percent of the diluted shares, of Flipkart, an eCommerce marketplace in India, for cash consideration of approximately $16 billion. The acquisition increases the Company's investment in India, a large, growing economy. In the second quarter of fiscal 2020, the Company finalized the valuation of assets acquired and liabilities assumed for the Flipkart acquisition as follows:
•Assets of $24.1 billion, which comprise primarily of $2.2 billion in cash and cash equivalents, $2.8 billion in other current assets, $5.0 billion in intangible assets and $13.5 billion in goodwill. Of the intangible assets, $4.7 billion represents the fair value of trade names, each with an indefinite life, which were estimated using the income approach based on Level 3 unobservable inputs. The remaining $0.3 billion of intangible assets primarily relate to acquired technology with a life of 3 years. The goodwill arising from the acquisition consists largely of anticipated synergies and economies of scale primarily related to procurement and logistics and is not expected to be deductible for tax purposes;
•Liabilities of $3.7 billion, which comprise primarily of $1.8 billion of current liabilities and $1.7 billion of deferred income taxes; and
•Noncontrolling interest of $4.3 billion, for which the fair value was estimated using the income approach based on Level 3 unobservable inputs.
The Company began consolidating the financial statements of Flipkart in the third quarter of fiscal 2019, using a one-month lag. To finance the acquisition, the Company used a combination of cash provided by long-term debt as discussed in Note 6 and cash on hand. The Flipkart results of operations since acquisition and the pro forma financial information are immaterial.Sheet.Note 13. Segments and Disaggregated Revenue
Segments
The Company is engaged in the operation of retail and wholesale stores and other units,clubs, as well as eCommerce websites and mobile applications, located throughout the U.S., Africa, Canada, Central America, Chile, China, India and Mexico. The Company also engagedpreviously operated in operations in Japan and the United Kingdom both of which were classified as held for sale as of January 31, 2021, and subsequently sold in February 2021 and March 2021, respectively. The Company also operated in ArgentinaJapan prior to the sale of Walmart Argentinathose operations in November 2020 and in Brazil prior to salethe first quarter of the majority stake of Walmart Brazil in fiscal 2019.2022. Refer to Note 12 for discussion of recent divestitures. The Company's operations are conducted in 3three reportable segments: Walmart U.S., Walmart International and Sam's Club. The Company defines its segments as those operations whose results the chief operating decision maker ("CODM") regularly reviews to analyze performance and allocate resources. The Company sells similar individual products and services in each of its segments. It is impracticable to segregate and identify revenues for each of these individual products and services. The Walmart U.S. segment includes the Company's mass merchant concept in the U.S., as well as eCommerce, which includes omni-channel initiatives and omni-channel initiatives.certain other business offerings such as advertising services through Walmart Connect. The
Walmart International segment consists of the Company's operations outside of the U.S., as well as eCommerce and omni-channel initiatives. The Sam's Club segment includes the warehouse membership clubs in the U.S., as well as eCommerce and omni-channel initiatives. Corporate and support consists of corporate overhead and other items not allocated to any of the Company's segments.
The Company measures the results of its segments using, among other measures, each segment's net sales and operating income, which includes certain corporate overhead allocations. From time to time, the Company revises the measurement of each segment's operating income, including any corporate overhead allocations, as determined by the information regularly
reviewed by its CODM. Beginning with the first quarter in fiscal 2021, the Company revised its definition of eCommerce net sales to include certain pharmacy transactions, and accordingly, revised prior period amounts to maintain comparability. Information for the Company's segments, as well as for Corporate and support, including the reconciliation to income before income taxes, is provided in the following table:
| | (Amounts in millions) | (Amounts in millions) | | Walmart U.S. | | Walmart International | | Sam's Club | | Corporate and support | | Consolidated | (Amounts in millions) | | Walmart U.S. | | Walmart International | | Sam's Club | | Corporate and support | | Consolidated |
| Fiscal Year Ended January 31, 2021 | | | | | | | | | | |
| Fiscal Year Ended January 31, 2024 | |
| Net sales | Net sales | | $ | 369,963 | | | $ | 121,360 | | | $ | 63,910 | | | $ | 0 | | | $ | 555,233 | |
| Operating income (loss) | | 19,116 | | | 3,660 | | | 1,906 | | | (2,134) | | | 22,548 | |
| Interest, net | | (2,194) | |
| | Other gains and (losses) | | 210 | |
| Income before income taxes | | $ | 20,564 | |
| Total assets | | $ | 113,490 | | | $ | 109,445 | | | $ | 13,415 | | | $ | 16,146 | | | $ | 252,496 | |
| Depreciation and amortization | | 6,561 | | | 2,633 | | | 599 | | | 1,359 | | | 11,152 | |
| Capital expenditures | | 6,131 | | | 2,436 | | | 488 | | | 1,209 | | | 10,264 | |
| | Fiscal Year Ended January 31, 2020 | |
| Net sales | |
| Net sales | Net sales | | $ | 341,004 | | | $ | 120,130 | | | $ | 58,792 | | | $ | 0 | | | $ | 519,926 | |
| Operating income (loss) | Operating income (loss) | | 17,380 | | | 3,370 | | | 1,642 | | | (1,824) | | | 20,568 | |
| Interest, net | Interest, net | | (2,410) | |
| Other gains and (losses) | Other gains and (losses) | | 1,958 | |
| Income before income taxes | Income before income taxes | | $ | 20,116 | |
| Total assets | Total assets | | $ | 110,353 | | | $ | 105,811 | | | $ | 13,494 | | | $ | 6,837 | | | $ | 236,495 | |
| Depreciation and amortization | Depreciation and amortization | | 6,408 | | | 2,682 | | | 605 | | | 1,292 | | | 10,987 | |
| Capital expenditures | Capital expenditures | | 6,315 | | | 2,801 | | | 525 | | | 1,064 | | | 10,705 | |
| | Fiscal Year Ended January 31, 2019 | |
| Fiscal Year Ended January 31, 2023 | |
| Fiscal Year Ended January 31, 2023 | |
| Fiscal Year Ended January 31, 2023 | |
| Net sales | |
| Net sales | |
| Net sales | |
| Operating income (loss) | |
| Interest, net | |
| Other gains and (losses) | |
| Income before income taxes | |
| Total assets | |
| Depreciation and amortization | |
| Capital expenditures | |
| | Fiscal Year Ended January 31, 2022 | |
| Fiscal Year Ended January 31, 2022 | |
| Fiscal Year Ended January 31, 2022 | |
| Net sales | |
| Net sales | |
| Net sales | Net sales | | $ | 331,666 | | | $ | 120,824 | | | $ | 57,839 | | | $ | 0 | | | $ | 510,329 | |
| Operating income (loss) | Operating income (loss) | | 17,386 | | | 4,883 | | | 1,520 | | | (1,832) | | | 21,957 | |
| Interest, net | Interest, net | | (2,129) | |
| Loss on extinguishment of debt | Loss on extinguishment of debt | | (8,368) | |
| Other gains and (losses) | |
| Income before income taxes | Income before income taxes | | $ | 11,460 | |
| Total assets | Total assets | | $ | 105,114 | | | $ | 97,066 | | | $ | 12,893 | | | $ | 4,222 | | | $ | 219,295 | |
| Depreciation and amortization | Depreciation and amortization | | 6,201 | | | 2,590 | | | 639 | | | 1,248 | | | 10,678 | |
| Capital expenditures | Capital expenditures | | 6,034 | | | 2,661 | | | 450 | | | 1,199 | | | 10,344 | |
Total revenues, consisting of net sales and membership and other income, and long-lived assets, consisting primarily of net property and equipment net and lease right-of-use assets, aggregated by the Company's U.S. and non-U.S. operations for fiscal 2021, 20202024, 2023 and 2019,2022, are as follows:
| | Fiscal Years Ended January 31, |
| | Fiscal Years Ended January 31, | | | | Fiscal Years Ended January 31, |
| (Amounts in millions) | (Amounts in millions) | | 2021 | | 2020 | | 2019 | (Amounts in millions) | | 2024 | | 2023 | | 2022 |
| Revenues | Revenues | | | | | | |
| U.S. operations | |
| U.S. operations | |
| U.S. operations | U.S. operations | | $ | 436,649 | | | $ | 402,532 | | | $ | 392,265 | |
| Non-U.S. operations | Non-U.S. operations | | 122,502 | | | 121,432 | | | 122,140 | |
| Total revenues | Total revenues | | $ | 559,151 | | | $ | 523,964 | | | $ | 514,405 | |
| | Long-lived assets | Long-lived assets | |
| Long-lived assets | |
| Long-lived assets | |
| U.S. operations | |
| U.S. operations | |
| U.S. operations | U.S. operations | | $ | 87,068 | | | $ | 86,944 | | | $ | 81,144 | |
| Non-U.S. operations | Non-U.S. operations | | 22,780 | | | 40,105 | | | 30,251 | |
| Total long-lived assets | Total long-lived assets | | $ | 109,848 | | | $ | 127,049 | | | $ | 111,395 | |
No individual country outside of the U.S. had total revenues or long-lived assets that were material to the consolidated totals. Long-lived assets related to operations classified as held for sale are excluded from the table above. Additionally, the Company did not generate material revenues from any single customer.
Disaggregated Revenues
In the following tables, segment net sales are disaggregated by either merchandise category or market. In addition, net sales related to eCommerce, are provided for each segment, which include omni-channel sales where a customer initiates an order digitally and the order is fulfilled through a store or club.club, are provided for each segment.
| | (Amounts in millions) | (Amounts in millions) | | Fiscal Years Ended January 31, | (Amounts in millions) | | Fiscal Years Ended January 31, |
| Walmart U.S. net sales by merchandise category | Walmart U.S. net sales by merchandise category | | 2021 | | 2020 | Walmart U.S. net sales by merchandise category | | 2024 | | 2023 | | 2022 |
| Grocery | Grocery | | $ | 208,413 | | | $ | 192,428 | |
| General merchandise | General merchandise | | 119,406 | | | 108,687 | |
| Health and wellness | Health and wellness | | 38,522 | | | 36,558 | |
| Other categories | Other categories | | 3,622 | | | 3,331 | |
| Total | Total | | $ | 369,963 | | | $ | 341,004 | |
Of Walmart U.S.'s total net sales, approximately $43.0$65.4 billion, $53.4 billion and $24.1$47.8 billion related to eCommerce for fiscal 20212024, 2023 and fiscal 2020,2022, respectively.
| | (Amounts in millions) | (Amounts in millions) | | Fiscal Years Ended January 31, | (Amounts in millions) | | Fiscal Years Ended January 31, |
| Walmart International net sales by market | Walmart International net sales by market | | 2021 | | 2020 | Walmart International net sales by market | | 2024 | | 2023 | | 2022 |
| Mexico and Central America | Mexico and Central America | | $ | 32,642 | | | $ | 33,350 | |
| United Kingdom | | 29,234 | | | 29,243 | |
| Canada | Canada | | 19,991 | | | 18,420 | |
| China | China | | 11,430 | | | 10,671 | |
| United Kingdom | |
| Other | Other | | 28,063 | | | 28,446 | |
| Total | Total | | $ | 121,360 | | | $ | 120,130 | |
Of Walmart International's total net sales, approximately $16.6$24.8 billion, $20.3 billion and $11.8$18.5 billion related to eCommerce for fiscal 20212024, 2023 and fiscal 2020,2022, respectively.
| | (Amounts in millions) | (Amounts in millions) | | Fiscal Years Ended January 31, | (Amounts in millions) | | Fiscal Years Ended January 31, |
| Sam’s Club net sales by merchandise category | | 2021 | | 2020 |
| Sam's Club net sales by merchandise category | | Sam's Club net sales by merchandise category | | 2024 | | 2023 | | 2022 |
| Grocery and consumables | Grocery and consumables | | $ | 42,148 | | | $ | 35,043 | |
| Fuel, tobacco and other categories | Fuel, tobacco and other categories | | 7,838 | | | 10,571 | |
| Home and apparel | Home and apparel | | 7,092 | | | 6,744 | |
| Health and wellness | Health and wellness | | 3,792 | | | 3,372 | |
| Technology, office and entertainment | Technology, office and entertainment | | 3,040 | | | 3,062 | |
| Total | Total | | $ | 63,910 | | | $ | 58,792 | |
Of Sam's Club's total net sales, approximately $5.3$9.9 billion, $8.4 billion and $3.8$6.9 billion related to eCommerce for fiscal 20212024, 2023 and fiscal 2020,2022, respectively.
Note 14. Subsequent Event
Dividends Declared
The Board of DirectorsCompany approved, effective February 18, 2021,20, 2024, the fiscal 20222025 annual dividend of $2.20$0.83 per share, an increase over the fiscal 20212024 dividend of $2.16$0.76 per share. For fiscal 2022,2025, the annual dividend will be paid in four quarterly installments of $0.55$0.2075 per share, according to the following record and payable dates:
| | | | | | | | |
| Record Date | | Payable Date |
March 19, 202115, 2024 | | April 5, 20211, 2024 |
May 7, 202110, 2024 | | June 1, 2021May 28, 2024 |
August 13, 202116, 2024 | | September 7, 20213, 2024 |
December 10, 202113, 2024 | | January 3, 20226, 2025 |
| | | | | |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| | | | | |
| ITEM 9A. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls and procedures. Also, we have investments in unconsolidated entities. Since we do not control or manage those entities, our controls and procedures with respect to those entities are substantially more limited than those we maintain with respect to our consolidated subsidiaries.
In the ordinary course of business, we review our internal control over financial reporting and make changes to our systems and processes to improve such controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, updating existing systems, automating manual processes, standardizing controls globally, migrating certain processes to our shared services organizations and increasing monitoring controls. These changes have not materially affected,We are currently upgrading our financial system in stages, beginning in our U.S. and are not reasonably likely to materially affect, the Company'sCanadian markets, including our general ledger which was upgraded for these markets during fiscal 2024. Our financial system is a significant component of our internal control over financial reporting. However, they allow us toWe will continue to enhanceimplement other components of our new financial system in stages, and each implementation will impact our internal control over financial reporting and ensure that our internal control environment remains effective.reporting.
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this reportJanuary 31, 2024 was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.
Report on Internal Control Over Financial Reporting
Management has responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of the Company's internal control over financial reporting as of January 31, 2021.2024. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in Internal Control-Integrated Framework (2013). Management concluded that based on its assessment, Walmart's internal control over financial reporting was effective as of January 31, 2021.2024. The Company's internal control over financial reporting as of January 31, 2021,2024, has been audited by Ernst & Young LLP as stated in their report which appears herein.
Changes in Internal Control Over Financial Reporting
There hashave been no changechanges in the Company's internal control over financial reporting as of January 31, 2021,2024, that hashave materially affected, or isare reasonably likely to materially affect, the Company's internal control over financial reporting.
| | | | | |
| ITEM 9B. | OTHER INFORMATION |
None.Security Trading Plans of Directors and Executive Officers
None of the Company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended January 31, 2024, as such terms are defined under Item 408(a) or Regulation S-K.
| | | | | |
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Not applicable.
PART III
| | | | | |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Please see the information concerning our executive officers contained in "Item 1. Business" herein under the caption "Information About Our Executive Officers," which is included in accordance with the Instruction to Item 401 of the SEC's Regulation S-K. Information required by this Item 10 with respect to the Company's directors and certain family relationships is incorporated by reference to such information under the caption "Proposal No. 1 – Election of Directors" included in our Proxy Statement relating to our 20212024 Annual Meeting of Shareholders (our "Proxy Statement").
No material changes have been made to the procedures by which shareholders of the Company may recommend nominees to our Board of Directors since those procedures were disclosed in our proxy statement relating to our 20202023 Annual Shareholders' Meeting as previously filed with the SEC.
The information regarding our Audit Committee, including our audit committee financial experts, and our Reporting Protocols for Senior Financial Officers and our Code of Conduct applicable to all of our associates, including our Chief Executive Officer, Chief Financial Officer and our Controller, who is our principal accounting officer, required by this Item 10 is incorporated herein by reference to the information under the captions "Corporate Governance" and "Proposal No. 3:4: Ratification of Independent Accountants" included in our Proxy Statement. "Item 1. Business" above contains information relating to the availability of a copy of our Reporting Protocols for Senior Financial Officers and our Code of Conduct and the posting of amendments to and any waivers of the Reporting Protocols for Senior Financial Officers and our Code of Conduct on our website. | | | | | |
| ITEM 11. | EXECUTIVE COMPENSATION |
The information required by this Item 11 is incorporated herein by reference to the information under the captions "Corporate Governance – Director Compensation" and "Executive Compensation" included in our Proxy Statement.
| | | | | |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by this Item 12 is incorporated herein by reference to the information that appears under the caption "Stock Ownership" included in our Proxy Statement.
| | | | | |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information required by this Item 13 is incorporated herein by reference to the information under the caption "Corporate Governance – Board Processes and Practices" included in our Proxy Statement.
| | | | | |
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
The information required by this Item 14 is incorporated herein by reference to the information under the caption "Proposal No. 34 – Ratification of Independent Accountants" included in our Proxy Statement.
PART IV
| | | | | |
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a) Documents filed as part of this report are as follows:
| | | | | | | | |
| 1. | | |
| |
22. | | Financial Statement Schedules: Certain schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements, including the notes thereto. |
| |
| 3. | | Exhibits: See exhibits listed under part (b) below. |
| |
(b) The required exhibits are filed as part of this Form 10-K or are incorporated by reference herein.(1)
| | | | | | | | |
3.13.1(a) | | |
| |
| 3.1(b) | | |
| | |
| 3.2 | | |
| |
| 4.1 | | Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(a) to Registration Statement on Form S-3 (File Number 33-51344) (P) |
| |
| 4.2 | | First Supplemental Indenture dated as of September 9, 1992, to the Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(b) to Registration Statement on Form S-3 (File Number 33-51344) (P) |
| |
| 4.3 | | |
| | |
| 4.4 | | |
| |
| 4.5 | | First Supplemental Indenture, dated December 1, 2006, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4.6 to Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File Number 333-130569) |
| | |
| 4.6 | | Second Supplemental Indenture, dated December 19, 2014, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4.3 to Registration Statement on Form S-3 (File Number 333-201074) |
| | |
| 4.7 | | Third Supplemental Indenture, dated June 26, 2018, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4(S) to Current Report on Form 8-K filed on June 26, 2018.2018 |
| | |
4.84.8* | | |
| | | | | | | | |
10.110.1* | | |
| | |
| 10.2 | | |
| | |
10.310.3* | | |
| |
| 10.4 | | |
| |
| 10.5 | | |
| | |
| 10.6 | | |
| |
| 10.7 | | |
| | | | | | | | |
| 10.7(a)* | | |
| | |
| 10.8 | | |
| | |
| 10.9 | | |
| | |
10.10 | | |
| | |
10.11 | | |
| | |
10.1210.10 | | |
| | |
10.1310.11 | | |
| | |
10.14 | | |
| | |
| | | | | | | | |
10.15 | | |
| | |
10.16 | | |
| | |
10.1710.12 | | |
| | |
10.18* | | |
| | |
10.1910.13 | | |
| | |
10.2010.14 | | |
| | |
21* 10.15 | | |
| | | | | | | | |
| 31.1* | | |
| |
| 31.2* | | |
| |
| 32.1** | | |
| |
| 32.2** | | |
| | |
| 97.1* | | |
| | |
| 99.1* | | |
| |
| 101.INS* | | Inline XBRL Instance Document |
| |
| 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document |
| |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| |
| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| | | | | | | | |
| * | | Filed herewith as an Exhibit. |
| ** | | Furnished herewith as an Exhibit. |
| (C) | | This Exhibit is a management contract or compensatory plan or arrangement |
| (P) | | This Exhibit was originally filed in paper format. Accordingly, a hyperlink has not been provided. |
| (1) | | Certain instruments defining the rights of holders of long-term debt securities of the Registrant are omitted pursuant to Item601(b)Item 601(b)(4)(iii) of Regulation S-K. The Company hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
|
(c) Financial Statement Schedules: None.
| | | | | |
| ITEM 16. | FORM 10-K SUMMARY |
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | | | |
| | Walmart Inc. |
| | | | |
Date: March 19, 202115, 2024 | | By | | /s/ C. Douglas McMillon |
| | | | C. Douglas McMillon |
| | | | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| | | | | | | | | | | | | | |
| | | | |
Date: March 19, 202115, 2024 | | By | | /s/ C. Douglas McMillon |
| | | | C. Douglas McMillon |
| | | | President and Chief Executive Officer and Director |
| | | | (Principal Executive Officer) |
| | |
Date: March 19, 202115, 2024 | | By | | /s/ Gregory B. Penner |
| | | | Gregory B. Penner |
| | | | Chairman of the Board and Director |
| | |
Date: March 19, 202115, 2024 | | By | | /s/ M. Brett BiggsJohn David Rainey |
| | | | M. Brett BiggsJohn David Rainey |
| | | | Executive Vice President and Chief Financial Officer |
| | | | (Principal Financial Officer) |
| | |
Date: March 19, 202115, 2024 | | By | | /s/ David M. Chojnowski |
| | | | David M. Chojnowski |
| | | | Senior Vice President and Controller |
| | | | (Principal Accounting Officer) |
Signature Page to Walmart Inc.
Form 10-K for the Fiscal Year Ended January 31, 20212024
| | | | | | | | | | | | | | |
| | | | |
Date: March 19, 202115, 2024 | | By | | /s/ Cesar Conde |
| | | | Cesar Conde |
| | | | Director |
| | | | |
| | | | |
Date: March 19, 202115, 2024 | | By | | /s/ Timothy P. Flynn |
| | | | Timothy P. Flynn |
| | | | Director |
| | | | |
Date: March 19, 202115, 2024 | | By | | /s/ Sarah Friar |
| | | | Sarah Friar |
| | | | Director |
| | | | |
Date: March 19, 202115, 2024 | | By | | /s/ Carla A. Harris |
| | | | Carla A. Harris |
| | | | Director |
| | | | |
Date: March 19, 202115, 2024 | | By | | /s/ Thomas W. Horton |
| | | | Thomas W. Horton |
| | | | Director |
| | | | |
Date: March 19, 202115, 2024 | | By | | /s/ Marissa A. Mayer |
| | | | Marissa A. Mayer |
| | | | Director |
| | | | |
Date: March 19, 202115, 2024 | | By | | /s/ Steven S ReinemundRandall L. Stephenson |
| | | | Steven S. Reinemund |
| | | | Director |
| | | | |
Date: | | By | | |
| | | | Randall L. Stephenson |
| | | | Director |
| | | | |
Date: March 19, 202115, 2024 | | By | | /s/ S. Robson Walton |
| | | | S. Robson Walton |
| | | | Director |
| | | | |
Date: March 19, 202115, 2024 | | By | | /s/ Steuart L. Walton |
| | | | Steuart L. Walton |
| | | | Director |
Signature Page to Walmart Inc.
Form 10-K for the Fiscal Year Ended January 31, 20212024
