Item 7.01. Regulation FD Disclosure.

On November 15, 2020, Walmart Inc. ("Walmart") issued a joint press release disclosing that it had entered into a definitive purchase agreement with KKR & Co. Inc. and Rakuten, Inc., to sell a majority stake in Seiyu, Walmart's retail business in Japan. Walmart will retain a 15% ownership in the business. A copy of the joint press release is furnished as Exhibit 99.1 to this report.

Based on the current deal terms, Seiyu will be sold for an enterprise value of ¥172.5 billion (approximately $1.6 billion based on current exchange rates), subject to customary purchase price adjustments. Walmart expects to recognize a non-cash loss of approximately $2 billion, after tax, in the fourth quarter of fiscal 2021. This estimate could fluctuate due to changes in currency exchange rates and purchase price adjustments up to the closing date of the transaction, which is expected to occur in the first quarter of fiscal 2022 and is subject to regulatory approvals. Walmart does not expect a significant impact to earnings per share following completion of the transaction.

Walmart considers the foregoing statements regarding its expected recognition of a non-cash loss, including the amount thereof and factors that could impact that amount, the expected timing for closing of this transaction, and the expected impact to earnings per share following completion of this transaction, to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the "Act"), that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act. These forward-looking statements are subject to certain risks, uncertainties and other factors.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liability of that section and shall not be incorporated by reference into any filing or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.




Item 9.01. Financial Statements and Exhibits.
(d)  Exhibits
99.1         Joint press release dated November     1    5    , 2020 issued by Walmart
           Inc.    , KKR & C    o., Inc and Rakuten, Inc    , regarding     an     agreement
           to sell     a majority stake in Seiyu    .




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