Overview



This discussion, which presents our results for the fiscal years ended
January 31, 2022 ("fiscal 2022"), January 31, 2021 ("fiscal 2021") and
January 31, 2020 ("fiscal 2020"), 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.
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's
currency exchange rates and the comparable prior year period's currency exchange
rates. Additionally, no currency exchange rate fluctuations are calculated for
non-USD acquisitions until owned for 12 months. Throughout our discussion, we
refer to the results of this calculation as the impact of currency exchange rate
fluctuations. Volatility in currency exchange rates may impact the results,
including net sales and operating income, of the Company and the Walmart
International segment in the future.

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

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



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

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

We operate in the highly competitive omni-channel retail industry in all of the
markets we serve. We face strong sales competition from other discount,
department, drug, dollar, variety and specialty stores, warehouse clubs and
supermarkets, as well as eCommerce, 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 COVID-19 pandemic, competitive pressures,
consumer disposable income, consumer debt levels and buying patterns, consumer
credit availability, supply chain disruptions, cost and availability of goods,
currency exchange rate fluctuations, customer preferences, deflation, inflation,
fuel and energy prices,
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general economic conditions, insurance costs, interest rates, labor availability
and costs, tax rates, the imposition of tariffs, cybersecurity attacks and
unemployment. Further information on the factors that can affect our operating
results and on certain risks to our Company and an investment in its securities
can be found herein under "  Item 1A. Risk Factors  ."

We 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 measures; effectiveness and extent of administration of
vaccinations and medical treatment; supply chain disruptions; and volatility in
employment trends and consumer confidence which may impact our results. For a
detailed discussion on results of operations by reportable segment, refer to
"  Results of Ope    rations  " below.

Company Performance Metrics

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

•strong, efficient growth;

•consistent operating discipline; and

•strategic capital allocation.

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



Strong, Efficient Growth

Our objective of prioritizing strong, efficient growth means we will focus on
the most productive growth opportunities, increasing comparable store and club
sales, accelerating eCommerce sales growth and expanding omni-channel
initiatives that complement our flywheel strategy 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.

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.

Calendar comparable sales, including the impact of fuel, for fiscal 2022 and
2021, were as follows:

                                              Fiscal Years Ended January 31,
                                   2022            2021                2022         2021
                                         With Fuel                        Fuel Impact
               Walmart U.S.        6.4%              8.7%              0.3%        (0.2)%
               Sam's Club         15.0%              8.7%              5.5%        (3.4)%
               Total U.S.          7.7%              8.7%              1.2%        (0.6)%


Comparable sales in the U.S., including fuel, increased 7.7% and 8.7% in fiscal
2022 and 2021, respectively, when compared to the previous fiscal year. Walmart
U.S. comparable sales increased 6.4% and 8.7% in fiscal 2022 and 2021,
respectively. For fiscal 2022, comparable sales growth was driven by growth in
average ticket and transactions, which includes strong consumer spending from
government stimulus and some higher inflation impacts in certain merchandise
categories compared to recent years. In the first quarter of fiscal 2022,
average ticket increased while transactions decreased as customers consolidated
shopping trips and purchased larger baskets. Transaction growth turned positive
in April 2021 and continued with strong growth through the rest of the year as
customers' pre-pandemic behaviors largely resumed. For fiscal 2021, comparable
sales growth was 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 decreased as customers consolidated shopping trips.
Walmart U.S. eCommerce sales positively contributed approximately 0.7% and 5.4%
to comparable sales for fiscal 2022 and 2021, respectively, as we continue to
focus on a seamless omni-channel experience for our customers.

Sam's Club comparable sales increased 15.0% and 8.7% in fiscal 2022 and 2021,
respectively. For fiscal 2022, Sam's Club comparable sales benefited from growth
in transactions and average ticket and was aided by consumer spending due to
government stimulus, and also includes some higher inflation impacts in certain
merchandise categories compared to recent years. The growth in comparable sales
was partially offset by our decision to remove tobacco from certain club
locations. Sam's Club 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 1.3% and 2.2% to comparable sales for fiscal 2022 and 2021,
respectively.
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Consistent Operating Discipline



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

                                                                         Fiscal Years Ended January 31,
(Amounts in millions, except unit counts)                                    2022                  2021
Net sales                                                             $      567,762           $ 555,233
Percentage change from comparable period                                         2.3   %             6.8  %
Operating, selling, general and administrative expenses               $      117,812           $ 116,288
Percentage change from comparable period                                         1.3   %             6.9  %
Operating, selling, general and administrative expenses as a                    20.8   %            20.9  %

percentage of net sales




For fiscal 2022, operating expenses as a percentage of net sales decreased 19
basis points when compared to the previous fiscal year. Operating expenses as a
percentage of net sales benefited from growth in comparable sales and lower
incremental COVID-19 related costs of $2.5 billion as compared to the previous
year, partially offset by increased wage investments primarily in the Walmart
U.S. segment.

For fiscal 2021, operating expenses as a percentage of net sales was flat when
compared to the previous fiscal year. Operating expenses as a percentage of net
sales benefited from strong growth in comparable sales, offset by $4.0 billion
of incremental costs related to the COVID-19 pandemic.

Strategic Capital Allocation

Our strategy includes improving our customer-facing initiatives in stores and clubs and creating a seamless omni-channel experience for our customers. As such, we continue to allocate more capital to supply chain, omni-channel initiatives, technology and store remodels and less to new store and club openings. The following table provides additional detail:



(Amounts in millions)                                                  Fiscal Years Ended January 31,
Allocation of Capital Expenditures                                        2022                2021
Supply chain, omni-channel, technology and other                      $    7,197          $   5,681
Remodels                                                                   3,278              2,013
New stores and clubs, including expansions and relocations                   134                134
Total U.S.                                                            $   10,609          $   7,828
Walmart International                                                      2,497              2,436
Total capital expenditures                                            $   13,106          $  10,264


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%
for both fiscal 2022 and 2021, respectively. ROI was 14.9% and 14.0% for fiscal
2022 and 2021, respectively, which increased 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.

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 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
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expense items and adds interest income; and 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)                                                               2022                  2021
CALCULATION OF RETURN ON ASSETS
Numerator
Consolidated net income                                                      $       13,940           $  13,706

Denominator


Average total assets(1)                                                      $      248,678           $ 244,496
Return on assets (ROA)                                                                  5.6   %             5.6  %

CALCULATION OF RETURN ON INVESTMENT
Numerator
Operating income                                                             $       25,942           $  22,548
+ Interest income                                                                       158                 121
+ Depreciation and amortization                                                      10,658              11,152
+ Rent                                                                                2,274               2,626
ROI operating income                                                         $       39,032           $  36,447

Denominator
Average total assets(1)                                                      $      248,678           $ 244,496
 + Average accumulated depreciation and amortization(1)                              98,199              94,351
- Average accounts payable(1)                                                        52,201              48,057
- Average accrued liabilities(1)                                                     32,013              30,131

Average invested capital                                                     $      262,663           $ 260,659
Return on investment (ROI)                                                             14.9   %            14.0  %


(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,
                                                  2022           2021           2020
Certain Balance Sheet Data
Total assets                                   $ 244,860      $ 252,496      $ 236,495
Accumulated depreciation and amortization        102,211         94,187         94,514
Accounts payable                                  55,261         49,141         46,973
Accrued liabilities                               26,060         37,966         22,296


Free Cash Flow

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

We define free cash flow as net cash provided by operating activities in a
period minus payments for property and equipment made in that period. We had net
cash provided by operating activities of $24.2 billion, $36.1 billion and $25.3
billion for fiscal 2022, 2021 and 2020, respectively. We generated free cash
flow of $11.1 billion, $25.8 billion and $14.6 billion for fiscal 2022, 2021 and
2020, respectively. Net cash provided by operating activities for fiscal 2022
decreased when compared to fiscal 2021 primarily due to an increase in inventory
costs and purchases to support strong sales and lapping the impact of
accelerated inventory sell-through in fiscal 2021, as well as timing and payment
of wages. Free cash flow for fiscal 2022 decreased when compared to fiscal 2021
due to the same reasons as the decrease in net cash provided by operating
activities, as well as $2.8 billion in increased capital expenditures. Net cash
provided by operating activities for fiscal 2021 increased when compared to
fiscal 2020 primarily due to the impact of the global health crisis which
accelerated inventory sell-through, as well as the timing and payment of
inventory purchases, incremental COVID-19 related expenses and certain benefit
payments. Free cash flow for
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fiscal 2021 increased when compared to fiscal 2020 due to the same reasons as the increase in net cash provided by operating activities, as well as $0.4 billion in decreased capital expenditures.

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

Although other companies report their free cash flow, numerous methods may exist
for calculating a company's free cash flow. As a result, the method used by
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,


   (Amounts in millions)                                 2022              2021           2020
   Net cash provided by operating activities      $    24,181           $  

36,074 $ 25,255


   Payments for property and equipment                (13,106)            

(10,264) (10,705)


   Free cash flow                                 $    11,075           $  

25,810 $ 14,550

Net cash used in investing activities(1) $ (6,015) $ (10,071) $ (9,128)


   Net cash used in financing activities              (22,828)            

(16,117) (14,299)

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

Results of Operations

Consolidated Results of Operations



                                                            Fiscal Years 

Ended January 31,


  (Amounts in millions, except unit counts)              2022            2021            2020
  Total revenues                                     $ 572,754       $ 

559,151 $ 523,964


  Percentage change from comparable period                 2.4  %          

6.7 % 1.9 %


  Net sales                                          $ 567,762       $ 

555,233 $ 519,926


  Percentage change from comparable period                 2.3  %          

6.8 % 1.9 %


  Total U.S. calendar comparable sales increase            7.7  %          8.7  %          2.7  %
  Gross profit rate                                       24.4  %         24.3  %         24.1  %
  Operating income                                   $  25,942       $  22,548       $  20,568
  Operating income as a percentage of net sales            4.6  %          

4.1 % 4.0 %


  Loss on extinguishment of debt                     $   2,410       $       -       $       -
  Other (gains) and losses                           $   3,000       $    (210)      $  (1,958)
  Consolidated net income                            $  13,940       $  13,706       $  15,201
  Unit counts at period end(1)                          10,593          

11,443 11,501


  Retail square feet at period end(1)                    1,060           1,121           1,129


(1) Unit counts and associated retail square feet are presented for stores and
clubs generally open as of period end, and reflects the removal of stores in the
U.K. and Japan subsequent to closing the divestitures in fiscal 2022.
Permanently closed locations are not included.

Our total revenues, which includes net sales and membership and other income,
increased $13.6 billion or 2.4% and $35.2 billion or 6.7% for fiscal 2022 and
2021, respectively, when compared to the previous fiscal year. These increases
in revenues were primarily due to increases in net sales, which increased $12.5
billion or 2.3% and $35.3 billion or 6.8% for fiscal 2022 and 2021,
respectively, when compared to the previous fiscal year. For fiscal 2022, the
increase was primarily due to strong positive comparable sales for the Walmart
U.S. and Sam's Club segments which benefited from strong U.S. consumer spending
and some inflation, along with positive comparable sales in most of our
remaining international markets. The increase was partially offset by a $32.6
billion net sales decrease primarily related to the divestiture of our
operations in the U.K. and Japan, which closed in the first quarter of fiscal
2022. Net sales also benefited from a $4.5 billion positive impact of
fluctuations in currency exchange rates during fiscal 2022. For fiscal 2021, the
increase was primarily due to strong positive comparable sales for the Walmart
U.S. and Sam's Club segments as well as positive comparable sales in the
majority of our international markets resulting from increased demand stemming
from the COVID-19 pandemic. Overall net sales growth was strong despite certain
operating limitations in several international markets in the second quarter of
fiscal 2021 due to government regulations and precautionary measures taken as a
result of the COVID-19 pandemic. The net sales increase was partially offset by
a negative impact from fluctuations in currency exchange rates of $5.0 billion.

Our gross profit rate increased 14 and 20 basis points for fiscal 2022 and 2021,
respectively, when compared to the previous fiscal year. For fiscal 2022, the
increase was primarily due to price management in the Walmart U.S. segment
driven by cost
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inflation as well as merchandise mix, partially offset by increased supply chain
costs. For fiscal 2021, the increase was primarily due to strategic sourcing
initiatives, strong sales in higher margin categories, and fewer markdowns. This
was partially offset in the Walmart U.S. segment by carryover of 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.

For fiscal 2022, operating expenses as a percentage of net sales decreased 19
basis points when compared to the previous fiscal year. Operating expenses as a
percentage of net sales benefited from growth in comparable sales and lower
incremental COVID-19 related costs of $2.5 billion as compared to the previous
year, partially offset by increased wage investments primarily in the Walmart
U.S. segment. For fiscal 2021, operating expenses as a percentage of net sales
was flat when compared to the previous fiscal year. Operating expenses as a
percentage of net sales benefited from strong growth in comparable sales, offset
by $4.0 billion of incremental costs related to the COVID-19 pandemic.

Loss on extinguishment of debt was $2.4 billion in fiscal 2022 due to the early
retirement of certain higher rate long-term debt to reduce interest expense in
future periods.

Other gains and losses consisted of a net loss of $3.0 billion and a net gain of
$0.2 billion for fiscal 2022 and 2021, respectively. The loss in fiscal 2022
primarily reflects net losses associated with the fair value changes of our
equity investments, as well as $0.4 billion in incremental losses associated
with the divestiture of certain international operations which closed in the
first quarter of fiscal 2022. The gain in fiscal 2021 primarily reflects
$8.7 billion in net gains associated with the fair value changes of our equity
investments, partially offset by the $8.3 billion pre-tax loss related to the
divestiture of certain international operations classified as held for sale or
sold in fiscal 2021.

Our effective income tax rate was 25.4% for fiscal 2022, 33.3% for fiscal 2021,
and 24.4% for fiscal 2020. The decrease in our effective tax rate for fiscal
2022 as compared to fiscal 2021, and the increase in our effective tax rate for
fiscal 2021 as compared to fiscal 2020, is primarily due to the $8.3 billion
loss related to the divestiture of certain international operations classified
as held for sale or sold in fiscal 2021, which provided minimal realizable tax
benefit. Our effective income tax rate may also fluctuate as a result of various
factors, including changes in our assessment of certain tax contingencies,
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 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 2022, 2021
and 2020 is presented in   Note 9  .

As a result of the factors discussed above, we reported $13.9 billion and $13.7
billion of consolidated net income for fiscal 2022 and 2021, respectively, which
represents an increase of $0.2 billion and a decrease of $1.5 billion for fiscal
2022 and 2021, respectively, when compared to the previous fiscal year. Diluted
net income per common share attributable to Walmart ("EPS") was $4.87, $4.75 and
$5.19 for fiscal 2022, 2021 and 2020, respectively.

Walmart U.S. Segment



                                                            Fiscal Years 

Ended January 31,


  (Amounts in millions, except unit counts)              2022            2021            2020
  Net sales                                          $ 393,247       $ 

369,963 $ 341,004


  Percentage change from comparable period                 6.3  %          

8.5 % 2.8 %


  Calendar comparable sales increase                       6.4  %          

8.7 % 2.9 %


  Operating income                                   $  21,587       $  

19,116 $ 17,380


  Operating income as a percentage of net sales            5.5  %          

5.2 % 5.1 %


  Unit counts at period end                              4,742           4,743           4,756
  Retail square feet at period end                         703             703             703


Net sales for the Walmart U.S. segment increased $23.3 billion or 6.3% and $29.0
billion or 8.5% for fiscal 2022 and 2021, respectively, when compared to the
previous fiscal year. The increases in net sales were primarily due to increases
in comparable sales of 6.4% and 8.7% for fiscal 2022 and 2021, respectively.
Comparable sales in fiscal 2022 were driven by growth in average ticket and
transactions, which includes strong consumer spending from government stimulus
and some higher inflation impacts in certain merchandise categories compared to
recent years. In the first quarter of fiscal 2022, average ticket increased
while transactions decreased as customers consolidated shopping trips and
purchased larger baskets. Transaction growth turned positive in April 2021 and
continued with strong growth through the rest of the year as customers'
pre-pandemic behaviors largely resumed. Comparable sales in fiscal 2021 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 decreased as customers consolidated shopping trips. Walmart
U.S. eCommerce sales positively contributed approximately 0.7% and 5.4% to
comparable sales for fiscal 2022 and 2021, respectively, as we continue to focus
on a seamless omni-channel experience for our customers.

Gross profit rate increased 51 basis points for fiscal 2022 and was flat for
fiscal 2021, when compared to the respective previous fiscal year. The increase
in fiscal 2022 gross profit rate was primarily due to price management driven by
cost inflation as well merchandise mix, which includes lapping the temporary
closures of our Auto Care and Vision Centers and
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growth in our advertising business, partially offset by increased supply chain
costs. Gross profit rate for fiscal 2021 benefited from strategic sourcing
initiatives and fewer markdowns, but was offset by a change in merchandise mix,
the carryover effect of prior price investment and the temporary closure of our
Auto Care and Vision Centers in response to the COVID-19 pandemic.

Operating expenses as a percentage of segment net sales increased 31 basis
points for fiscal 2022 when compared to the previous fiscal year. Despite the
strong sales growth described above, fiscal 2022 operating expenses as a
percentage of segment net sales increased primarily due to investments in wages,
partially offset by lower incremental COVID-19 related costs of $1.9 billion.
For fiscal 2021, operating expenses as a percentage of segment net sales
decreased 15 basis points primarily due to 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 outfitting our stores and associates with masks, gloves and
sanitizer, and expanded cleaning practices.

As a result of the factors discussed above, segment operating income increased
$2.5 billion and increased $1.7 billion for fiscal 2022 and 2021, respectively,
when compared to the previous fiscal year.

Walmart International Segment



                                                            Fiscal Years 

Ended January 31,


  (Amounts in millions, except unit counts)              2022            2021            2020
  Net sales                                          $ 100,959       $ 

121,360 $ 120,130


  Percentage change from comparable period               (16.8) %          

1.0 % (0.6) %


  Operating income                                   $   3,758       $   

3,660 $ 3,370


  Operating income as a percentage of net sales            3.7  %          

3.0 % 2.8 %


  Unit counts at period end                              5,251           6,101           6,146
  Retail square feet at period end                         277             337             345


Net sales for the Walmart International segment decreased $20.4 billion or 16.8%
and increased $1.2 billion or 1.0% for fiscal 2022 and 2021, respectively, when
compared to the previous fiscal year. For fiscal 2022, the reduction in net
sales was driven by a $32.6 billion decrease primarily related to the
divestitures of Asda and Seiyu, which closed during the first quarter of fiscal
2022. This decrease was partially offset by positive comparable sales in most of
our remaining markets, as well as positive fluctuations in currency exchange
rates of $4.5 billion. For fiscal 2021, 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, partially
offset by negative fluctuations in currency exchange rates of $5.0 billion. The
pandemic led to significant economic pressures 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 of fiscal 2021 as a result of
government mandates, most closed stores and warehouses had resumed operations by
the third quarter of fiscal 2021.

Gross profit rate decreased 55 basis points and increased 50 basis points for
fiscal 2022 and 2021, respectively, when compared to the previous fiscal year.
For fiscal 2022, the decrease was primarily driven by shifts into lower margin
formats and the impact related to our divested markets. For fiscal 2021, the
increase was primarily due to Flipkart's improved margin mix and reduced fuel
sales in the U.K.

Operating expenses as a percentage of segment net sales decreased 71 basis
points and increased 14 basis points for fiscal 2022 and 2021, respectively,
when compared to the previous fiscal year. The decrease in operating expenses as
a percentage of segment net sales for fiscal 2022 was primarily due to impacts
from the divested markets and $0.4 billion of lower incremental COVID-19 related
costs. Operating expenses as a percentage of net sales benefited from
depreciation and amortization expense not having been recorded for our
operations in the U.K. and Japan subsequent to their held for sale
classification at the end of fiscal 2021 and prior to closing during the first
quarter of fiscal 2022. For fiscal 2021, the increase 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 markets and lapping a $0.4
billion non-cash impairment charge recorded in fiscal 2020.

Operating income for fiscal 2022 included a $0.3 billion impact from positive
fluctuations in currency exchange rates, and fiscal 2021 included a $0.2 billion
impact from negative fluctuations in currency exchange rates. As a result of the
factors discussed above, segment operating income increased $0.1 billion and
$0.3 billion for fiscal 2022 and 2021, respectively, when compared to the
previous fiscal year.
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Sam's Club Segment



                                                            Fiscal Years 

Ended January 31,


  (Amounts in millions, except unit counts)               2022            2021           2020

Including Fuel


  Net sales                                          $   73,556        $ 

63,910 $ 58,792


  Percentage change from comparable period                 15.1   %         

8.7 % 1.6 %


  Calendar comparable sales increase                       15.0   %         

8.7 % 1.6 %


  Operating income                                   $    2,259        $  

1,906 $ 1,642


  Operating income as a percentage of net sales             3.1   %         

3.0 % 2.8 %


  Unit counts at period end                                 600             599            599
  Retail square feet at period end                           80              80             80

  Excluding Fuel (1)
  Net sales                                          $   64,860        $ 59,184       $ 52,792
  Percentage change from comparable period                  9.6   %        

12.1 % 0.9 %


  Operating income                                   $    1,923        $  

1,645 $ 1,486


  Operating income as a percentage of net sales             3.0   %         

2.8 % 2.8 %




(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 $9.6 billion or 15.1% and $5.1
billion or 8.7% for fiscal 2022 and 2021, respectively, when compared to the
previous fiscal year. For fiscal 2022, the increase was primarily due to
comparable sales growth, including fuel, of 15.0%. Comparable sales benefited
from growth in transactions and average ticket due to increased consumer
spending, which was aided by government stimulus, and also includes some higher
inflation impacts in certain merchandise categories compared to recent years.
The growth in comparable sales was partially offset by our decision to remove
tobacco from certain club locations. Sam's Club eCommerce sales positively
contributed approximately 1.3% to comparable sales. For fiscal 2021, the
increase was primarily due to comparable sales, including fuel, of 8.7%.
Comparable sales benefited from growth in transactions and average ticket
resulting from the COVID-19 pandemic, partially offset by 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.

Gross profit rate decreased 68 basis points and increased 65 basis points for
fiscal 2022 and 2021, respectively, when compared to the previous fiscal year.
For fiscal 2022, the decrease in gross profit rate was primarily due to
increased fuel sales which have lower margins, cost inflation, and higher supply
chain costs, partially offset by favorable sales mix, including reduced tobacco
sales. For fiscal 2021, gross profit rate increased due to favorable sales mix,
including lower fuel and tobacco sales, and improvement in inventory losses
which was partially offset by price investment and higher eCommerce fulfillment
costs.

Membership and other income increased 13.1% and 6.8% for fiscal 2022 and 2021,
respectively, when compared to the previous fiscal year. For fiscal 2022, the
increase was primarily due to growth in total members and increased Plus Member
penetration. For fiscal 2021, the increase was primarily due to growth in total
members, which benefited from higher overall renewal rates and higher Plus
Member penetration.

Operating expenses as a percentage of segment net sales decreased 82 basis
points and increased 42 basis points for fiscal 2022 and 2021, respectively,
when compared to the previous fiscal year. Fiscal 2022 operating expenses as a
percentage of net sales decreased primarily due to higher sales as well as a
benefit from $0.2 billion of lower incremental COVID-19 related costs, partially
offset by reduced tobacco sales. Despite the increased sales growth described
above, fiscal 2021 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
practices and security, expanded sick and emergency leave pay, and outfitting
our associates with masks and gloves. Additionally, the increase in operating
expense as a percentage of segment net sales was affected by reduced tobacco and
fuel sales.

As a result of the factors discussed above, segment operating income increased $0.4 billion and $0.3 billion for fiscal 2022 and 2021, 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 sufficient to fund operations, finance our global investment activities,
pay dividends and fund our share repurchases for at least the next 12 months and
thereafter for the foreseeable future.
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Net Cash Provided by Operating Activities



                                                          Fiscal Years 

Ended January 31,


  (Amounts in millions)                                  2022               

2021 2020


  Net cash provided by operating activities       $    24,181            $ 

36,074 $ 25,255




Net cash provided by operating activities was $24.2 billion, $36.1 billion and
$25.3 billion for fiscal 2022, 2021 and 2020, respectively. Net cash provided by
operating activities for fiscal 2022 decreased when compared to the previous
fiscal year primarily due to an increase in inventory costs and purchases to
support strong sales and lapping the impact of accelerated inventory
sell-through in fiscal 2021, as well as timing and payment of wages. The
increase in net cash provided by operating activities for fiscal 2021, when
compared to the previous fiscal year, was primarily due to the impact of the
global health crisis which accelerated inventory sell-through, as well as the
timing and payment of inventory purchases, incremental COVID-19 related expenses
and certain benefit payments.

Cash Equivalents and Working Capital Deficit



Cash and cash equivalents were $14.8 billion and $17.7 billion as of January 31,
2022 and 2021, respectively. Our working capital deficit, defined as total
current assets less total current liabilities, was $6.3 billion and $2.6 billion
as of January 31, 2022 and 2021, respectively. 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,
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
currently evaluating recent regulations issued from the Internal Revenue Service
("IRS") and the U.S. Treasury Department, we do not expect current local laws,
other existing limitations 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, 2022 and 2021, cash and cash equivalents of $4.3 billion and
$2.8 billion, respectively, may not be freely transferable to the U.S. due to
local laws or other restrictions. Of the $4.3 billion as of January 31, 2022,
approximately $2.2 billion can only be accessed through dividends or
intercompany financing arrangements subject to approval of the Flipkart minority
shareholders; however, this cash is expected to be utilized by Flipkart.

Net Cash Used in Investing Activities



                                                        Fiscal Years Ended 

January 31,


     (Amounts in millions)                             2022              2021           2020

Net cash used in investing activities $ (6,015) $ (10,071) $ (9,128)




Net cash used in investing activities was $6.0 billion, $10.1 billion and $9.1
billion for fiscal 2022, 2021 and 2020, respectively, and generally consisted of
capital expenditures. Net cash used in investing activities decreased $4.1
billion for fiscal 2022 when compared to the previous fiscal year primarily due
to the net proceeds received from the divestitures of Asda and Seiyu, partially
offset by increased capital expenditures. Net cash used in investing activities
increased $0.9 billion for fiscal 2021 when compared to the previous fiscal
year, primarily as a result of lapping the net proceeds received from the sale
of our banking operations in Walmart Canada and the change in other investing
activities, partially offset by decreased capital expenditures.

Capital expenditures



Refer to the "  Strategic Capital Allocation  " section in our   Company
Performance Metrics   for capital expenditure detail for fiscal 2022 and 2021.
For the fiscal year ending January 31, 2023 ("fiscal 2023"), we project capital
expenditures will be approximately $18 billion, with a focus on supply chain,
automation, customer-facing initiatives and technology.

Net Cash Used in Financing Activities



                                                        Fiscal Years Ended 

January 31,


     (Amounts in millions)                            2022             2021

2020

Net cash used in financing activities $ (22,828) $ (16,117) $ (14,299)




Net cash from financing activities generally consists of transactions related to
our short-term and long-term debt, financing obligations, dividends paid and the
repurchase of Company stock. Transactions with noncontrolling interest
shareholders are also classified as cash flows from financing activities. Fiscal
2022 net cash used in financing activities increased $6.7 billion when compared
to the previous fiscal year. The increase is primarily due to repayments of
long-term debt and related payment
                                       42
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of premiums for the early extinguishment of certain notes, as well as increased
share repurchases, partially offset by new long-term debt issuances in the
current year and equity funding from the sale of subsidiary stock. Fiscal 2021
net cash used in financing activities increased $1.8 billion for fiscal 2021
when compared to the previous fiscal year. The increase was primarily due to the
timing of issuances and repayments of long-term debt, partially offset by both a
reduction in cash used to pay down short-term borrowings as well as share
repurchases.

Sale of Subsidiary Stock



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

Short-term Borrowings

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's short-term borrowings for fiscal
2022, 2021 and 2020:

                                                          Fiscal Years Ended January 31,
(Amounts in millions)                                2022                  2021          2020
Maximum amount outstanding at any month-end      $    716               $ 4,048       $ 13,315
Average daily short-term borrowings                   626                 1,577          7,120
Annual weighted-average interest rate                 3.7   %               

3.1 % 2.5 %




Short-term borrowings as of January 31, 2022 and 2021 were $0.4 billion and $0.2
billion, respectively, with weighted-average interest rates of 2.9% and 1.9%,
respectively. We also have $15.0 billion of various undrawn committed lines of
credit in the U.S. as of January 31, 2022 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, 2022, we have $1.8 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 2022:

                                                           Long-term debt
                                                           due within one
(Amounts in millions)                                           year                Long-term debt             Total
Balances as of February 1, 2021                           $        3,115          $        41,194          $   44,309
Proceeds from issuance of long-term debt                               -                    6,945               6,945
Repayments of long-term debt                                      (3,010)                 (10,000)            (13,010)
Reclassifications of long-term debt                                2,687                   (2,687)                  -
Currency and other adjustments                                        11                     (588)               (577)
Balances as of January 31, 2022                           $        2,803

$ 34,864 $ 37,667




Our total outstanding long-term debt decreased $6.6 billion during fiscal 2022,
primarily due to the extinguishment and maturities of certain long-term debt,
partially offset by the issuance of new long-term debt in September 2021. Refer
to   Note     6   to our Consolidated Financial Statements for details on the
maturities, extinguishment and issuances of long-term debt. The early
extinguishment of certain long-term debt allowed us to retire higher rate debt
to reduce interest expense in future periods. In connection with this early
extinguishment of debt, the Company paid premiums of $2.3 billion, which
represents the majority of the $2.4 billion loss recorded on the transaction
during fiscal 2022.

Estimated contractual interest payments associated with our long-term debt
amount to $16.0 billion, with approximately $1.3 billion expected to be paid in
fiscal 2023. Estimated interest payments are based on our principal amounts and
expected maturities of all debt outstanding as of January 31, 2022 and assumes
interest rates remain at current levels for our variable rate instruments.

Dividends



Our total dividend payments were $6.2 billion, $6.1 billion and $6.0 billion for
fiscal 2022, 2021 and 2020, respectively. Effective February 17, 2022, the Board
of Directors approved the fiscal 2023 annual dividend of $2.24 per share, an
increase over the fiscal 2022 annual dividend of $2.20 per share. For fiscal
2023, the annual dividend will be paid in four quarterly installments of $0.56
per share, according to the following record and payable dates:
                                       43
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Record Date           Payable Date
March 18, 2022        April 4, 2022
May 6, 2022           May 31, 2022
August 12, 2022       September 6, 2022
December 9, 2022      January 3, 2023

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 prior to February 22, 2021 were made under the plan in effect
at the beginning of fiscal 2022. On February 18, 2021, the Board of Directors
approved a new $20.0 billion share repurchase program which has no expiration
date or other restrictions limiting the period over which the Company can make
repurchases, and beginning February 22, 2021, replaced the previous share
repurchase program. As of January 31, 2022, authorization for $10.6 billion of
share repurchases remained under the 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. In fiscal 2023, we plan to spend at least $10 billion
in share repurchases.

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 2022, 2021 and 2020:



                                                           Fiscal Years Ended January 31,
(Amounts in millions, except per share data)              2022               2021          2020
Total number of shares repurchased                                69.7          19.4          53.9
Average price paid per share                       $    140.45            $ 135.20      $ 105.98
Total amount paid for share repurchases            $     9,787            $  2,625      $  5,717


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, 2022, the Company has $27.9 billion of unrecorded purchase
obligations outstanding, of which $9.3 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, current cash position, short-term
borrowings and access to capital markets will continue to be sufficient to meet
our anticipated cash requirements and contractual obligations, which includes
funding seasonal buildups in merchandise inventories and funding our capital
expenditures, acquisitions, dividend payments and share repurchases.

We have strong commercial paper and long-term debt ratings that have enabled and
should continue to enable us to refinance our debt as it becomes due at
favorable rates in capital markets. As of January 31, 2022, the ratings assigned
to our commercial paper and rated series of our outstanding long-term debt were
as follows:
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         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.

Other Matters



In   Note 10   to our Consolidated Financial Statements, which is captioned
"Contingencies" and appears in   Part I    I   of this Annual Report on Form
10-K under the caption "  Item 8. Financial Statements and Supplementary
Data  ," we discuss, under the sub-caption "Opioids Litigation," the
Prescription Opiate Litigation and other matters, including certain risks
arising therefrom. 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. We discuss various legal proceedings related to the
Federal and State Prescription Opiate Litigation, DOJ Opioid Civil Litigation
and Opioids Related Securities Class Actions and Derivative Litigation in   Part
I   of this Annual Report on Form 10-K under the caption "  Item 3. Legal
Proceedings  ," under the sub-caption "I. Supplemental Information." We also
discuss items related to the Asda Equal Value Claims matter, the Money Transfer
Agent Services Proceedings matter and the Foreign Direct Investment matters in
  Part I   of this Annual Report on Form 10-K under the caption "  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 contingent liabilities of the Company that may or may not
result in the incurrence 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, 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, 2022 and 2021, our inventories valued at
LIFO approximated those inventories as if they were valued at first-in,
first-out ("FIFO").
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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 2022, 2021 and 2020.
As a measure of sensitivity, fiscal 2022 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, the United Kingdom and
Japan 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, as well as $0.4 billion in incremental
charges associated with the United Kingdom and Japan divestitures upon closing
of the transactions during the first quarter of fiscal 2022. Refer to   Note
12  .

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 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, 2022, 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. 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 probable or it is reasonably possible
that a loss could be incurred in excess of amounts accrued. If a loss or an
additional loss has at least a reasonable possibility of occurring and the
impact on the financial statements would be material, we provide disclosure of
the loss contingency in the 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.
                                       46
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Income Taxes



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

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

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

As 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.

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