☒
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Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
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☐
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Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
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DE
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71-0415188
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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702 S.W. 8th Street
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72716
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Bentonville,
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AR
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.10 per share
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WMT
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NYSE
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1.900% Notes Due 2022
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WMT22
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NYSE
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2.550% Notes Due 2026
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WMT26
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NYSE
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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Document
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Parts Into Which Incorporated
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Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held June 3, 2020 (the "Proxy Statement")
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Part III
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Page
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•
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the growth of our business or change in our competitive position in the future or in or over particular periods;
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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, comparable store and club sales, our Walmart U.S. operating segment's eCommerce sales, liabilities, expenses of certain categories, expense leverage, returns, capital and operating investments or expenditures of particular types and new store openings;
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investments and capital expenditures we will make and how certain of those investments and capital expenditures are expected to be financed;
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our increasing investments in eCommerce, technology, supply chain, store remodels and other omni-channel customer initiatives, such as same day pickup and delivery;
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volatility in currency exchange rates and fuel prices affecting our or one of our segments' results of operations;
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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;
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our sources of liquidity, including our cash, continuing to be adequate or sufficient to fund and finance our operations, expansion activities, dividends and share repurchases, to meet our cash needs and to fund our operations;
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the insignificance of ineffective hedges; and reclassification of amounts related to our derivatives;
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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;
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the effect of adverse decisions in, or settlement of, litigation or other proceedings or investigations to which we are subject;
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the effect on the Company's results of operations or financial condition of the Company's adoption of certain new, or amendments to existing, accounting standards; or
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our commitments, intentions, plans or goals related to the sustainability of our environment and supply chains, the promotion of economic opportunity or other societal initiatives.
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economic, geo-political, capital markets and business conditions, trends and events around the world and in the markets in which Walmart operates;
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currency exchange rate fluctuations;
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changes in market rates of interest;
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changes in market levels of wages;
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changes in the size of various markets, including eCommerce markets;
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unemployment levels;
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inflation or deflation, generally and in certain product categories;
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transportation, energy and utility costs;
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commodity prices, including the prices of oil and natural gas;
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consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels, and demand for certain merchandise;
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trends in consumer shopping habits around the world and in the markets in which Walmart operates;
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consumer enrollment in health and drug insurance programs and such programs' reimbursement rates and drug formularies; and
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initiatives of competitors, competitors' entry into and expansion in Walmart's markets, and competitive pressures;
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the amount of Walmart's net sales and operating expenses denominated in U.S. dollar and various foreign currencies;
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the financial performance of Walmart and each of its segments, including the amounts of Walmart's cash flow during various periods;
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customer transaction and average ticket in Walmart's stores and clubs and on its eCommerce platforms;
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the mix of merchandise Walmart sells and its customers purchase;
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the availability of goods from suppliers and the cost of goods acquired from suppliers;
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the effectiveness of the implementation and operation of Walmart's strategies, plans, programs and initiatives;
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the impact of acquisitions, divestitures, store or club closures and other strategic decisions;
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Walmart's ability to successfully integrate acquired businesses, including within the eCommerce space;
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unexpected changes in Walmart's objectives and plans;
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•
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the amount of shrinkage Walmart experiences;
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consumer acceptance of and response to Walmart's stores and clubs, eCommerce platforms, programs, merchandise offerings and delivery methods;
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Walmart's gross profit margins, including pharmacy margins and margins of other product categories;
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the selling prices of gasoline and diesel fuel;
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disruption of seasonal buying patterns in Walmart's markets;
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disruptions in Walmart's supply chain;
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cybersecurity events affecting Walmart and related costs and impact of any disruption in business;
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Walmart's labor costs, including healthcare and other benefit costs;
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Walmart's casualty and accident-related costs and insurance costs;
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the size of and turnover in Walmart's workforce and the number of associates at various pay levels within that workforce;
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the availability of necessary personnel to staff Walmart's stores, clubs and other facilities;
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delays in the opening of new, expanded, relocated or remodeled units;
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developments in, and the outcome of, legal and regulatory proceedings and investigations to which Walmart is a party or is subject, and the liabilities, obligations and expenses, if any, that Walmart may incur in connection therewith;
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changes in the credit ratings assigned to the Company's commercial paper and debt securities by credit rating agencies;
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Walmart's effective tax rate; and
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unanticipated changes in accounting judgments and estimates;
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changes in existing tax, labor and other laws and changes in tax rates, including the enactment of laws and the adoption and interpretation of administrative rules and regulations;
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the imposition of new taxes on imports and new tariffs and changes in existing tariff rates;
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the imposition of new trade restrictions and changes in existing trade restrictions;
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adoption or creation of new, and modification of existing, governmental policies, programs and initiatives in the markets in which Walmart operates and elsewhere and actions with respect to such policies, programs and initiatives;
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changes in currency control laws;
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changes in the level of public assistance payments;
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one or more prolonged federal government shutdowns;
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the timing and amount of federal income tax refunds;
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natural disasters, changes in climate, catastrophic events and global health epidemics or pandemics such as the recent coronavirus outbreak; and
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changes in generally accepted accounting principles in the United States.
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ITEM 1.
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BUSINESS
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Minimum Square Feet
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Maximum Square Feet
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Average Square Feet
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Supercenters (general merchandise and grocery)
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69,000
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260,000
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178,000
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Discount stores (general merchandise and limited grocery)
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30,000
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206,000
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105,000
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Neighborhood markets(1) (grocery)
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28,000
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65,000
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42,000
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(1)
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Excludes other small formats.
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Grocery consists of a full line of grocery items, including meat, produce, natural & organics, deli & bakery, dairy, frozen foods, alcoholic and nonalcoholic beverages, floral and dry grocery, as well as consumables such as health and beauty aids, baby products, household chemicals, paper goods and pet supplies;
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Health and wellness includes pharmacy, optical services, clinical services, and over-the-counter drugs and other medical products;
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General merchandise includes:
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◦
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Entertainment (e.g., electronics, cameras and supplies, photo processing services, wireless, movies, music, video games and books);
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Hardlines (e.g., stationery, automotive, hardware and paint, sporting goods, outdoor living and horticulture);
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◦
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Apparel (e.g., apparel for women, girls, men, boys and infants, as well as shoes, jewelry and accessories); and
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◦
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Home/Seasonal (e.g., home furnishings, housewares and small appliances, bedding, home decor, toys, fabrics and crafts and seasonal merchandise).
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•
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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;
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EDLC: everyday low cost is our commitment to control expenses so our cost savings can be passed along to our customers; and
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Omni-channel offerings such as Same Day Pickup and Same Day Delivery, where a customer places an order online and picks it up for free from a store or has it delivered; Delivery Unlimited, where a customer can receive unlimited grocery delivery for an annual fee; as well as free two-day shipping without an annual membership fee and free NextDay Delivery on an assortment of best-selling items.
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Acquisition of a majority stake of Flipkart in August 2018.
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Divestiture of 80 percent of Walmart Brazil to Advent International (“Advent”) in August 2018.
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Divestiture of the Walmart Chile banking operations in December 2018 and the divestiture of the Walmart Canada banking operations in April 2019.
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Plus Membership
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Club Membership
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Annual Membership Fee
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$100
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$45
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Number of Add-on Memberships ($40 each)
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Up to 16
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Up to 8
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Eligible for Cash Rewards
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Yes
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No
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•
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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;
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•
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Fuel, tobacco and other categories consists of gasoline stations, tobacco, tools and power equipment, and tire and battery centers;
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Home and apparel includes home improvement, outdoor living, grills, gardening, furniture, apparel, jewelry, housewares, toys, seasonal items, mattresses and small appliances;
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•
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Technology, office and entertainment includes electronics, wireless, software, video games, movies, books, music, office supplies, office furniture, photo processing and third-party gift cards; and
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•
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Health and wellness includes pharmacy, optical and hearing services and over-the-counter drugs.
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Name
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Business Experience
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Current
Position
Held Since
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Age
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Daniel J. Bartlett
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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.
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2013
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48
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M. Brett Biggs
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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.
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2016
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51
|
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Rachel Brand
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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.
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2018
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46
|
|
|
|
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David M. Chojnowski
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Senior Vice President and Controller effective January 2017. From October 2014 to January 2017, he served as Vice President and Controller, Walmart U.S.
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2017
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50
|
|
|
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|
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John Furner
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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.
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2019
|
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45
|
|
|
|
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Suresh Kumar
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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.
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2019
|
|
55
|
|
|
|
|
|
|
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Marc Lore
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Executive Vice President, President and Chief Executive Officer, U.S. eCommerce, effective September 2016. From April 2014 to September 2016, he served as President and Chief Executive Officer of Jet.com, Inc.
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2016
|
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48
|
|
|
|
|
|
|
|
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Judith McKenna
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|
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
|
|
53
|
|
|
|
|
|
|
|
|
|
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.
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2019
|
|
46
|
|
|
|
|
|
|
|
|
|
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
|
|
53
|
|
|
|
|
|
|
|
|
|
Donna Morris
|
|
Executive Vice President, Global People and Chief People Officer, effective February 2020. From April 2002 to January 2020, she served at Adobe Inc. in various roles, including most recently, Chief Human Resources Officer and Executive Vice President, Employee Experience.
|
|
2020
|
|
52
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ITEM 1A.
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RISK FACTORS
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
|
ITEM 2.
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PROPERTIES
|
|
|
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
|
|
|
99
|
|
|
46
|
|
|
386
|
|
Georgia
|
|
154
|
|
|
2
|
|
|
36
|
|
|
24
|
|
|
216
|
|
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
|
|
|
15
|
|
|
9
|
|
|
84
|
|
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
|
|
91
|
|
|
3
|
|
|
11
|
|
|
23
|
|
|
128
|
|
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
|
|
34
|
|
|
28
|
|
|
1
|
|
|
8
|
|
|
71
|
|
New Mexico
|
|
35
|
|
|
2
|
|
|
9
|
|
|
7
|
|
|
53
|
|
New York
|
|
80
|
|
|
17
|
|
|
10
|
|
|
12
|
|
|
119
|
|
North Carolina
|
|
144
|
|
|
6
|
|
|
46
|
|
|
22
|
|
|
218
|
|
North Dakota
|
|
14
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
17
|
|
Ohio
|
|
139
|
|
|
6
|
|
|
4
|
|
|
27
|
|
|
176
|
|
Oklahoma
|
|
81
|
|
|
8
|
|
|
35
|
|
|
13
|
|
|
137
|
|
Oregon
|
|
29
|
|
|
7
|
|
|
10
|
|
|
—
|
|
|
46
|
|
Pennsylvania
|
|
116
|
|
|
20
|
|
|
4
|
|
|
24
|
|
|
164
|
|
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
|
|
|
111
|
|
|
82
|
|
|
603
|
|
Utah
|
|
41
|
|
|
—
|
|
|
13
|
|
|
8
|
|
|
62
|
|
Vermont
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Virginia
|
|
110
|
|
|
4
|
|
|
22
|
|
|
15
|
|
|
151
|
|
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
|
|
3,571
|
|
|
376
|
|
|
809
|
|
|
599
|
|
|
5,355
|
|
Square feet (in thousands)
|
|
634,287
|
|
|
39,557
|
|
|
29,474
|
|
|
80,239
|
|
|
783,557
|
|
Geographic Market
|
|
Retail
|
|
Wholesale
|
|
Other(2)
|
|
Total
|
|
Square feet(3)
|
|||||
Africa(4)
|
|
351
|
|
|
91
|
|
|
—
|
|
|
442
|
|
|
24,754
|
|
Argentina
|
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
8,095
|
|
Canada
|
|
408
|
|
|
—
|
|
|
—
|
|
|
408
|
|
|
52,936
|
|
Central America(5)
|
|
836
|
|
|
—
|
|
|
—
|
|
|
836
|
|
|
13,460
|
|
Chile
|
|
362
|
|
|
5
|
|
|
—
|
|
|
367
|
|
|
15,992
|
|
China
|
|
412
|
|
|
26
|
|
|
—
|
|
|
438
|
|
|
70,163
|
|
India
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
|
1,514
|
|
Japan
|
|
333
|
|
|
—
|
|
|
—
|
|
|
333
|
|
|
19,832
|
|
Mexico
|
|
2,408
|
|
|
163
|
|
|
—
|
|
|
2,571
|
|
|
100,643
|
|
United Kingdom
|
|
613
|
|
|
—
|
|
|
18
|
|
|
631
|
|
|
37,560
|
|
International total
|
|
5,815
|
|
|
313
|
|
|
18
|
|
|
6,146
|
|
|
344,949
|
|
(1)
|
Walmart International unit counts, with the exception of Canada, are as of December 31, 2019, to correspond with the balance sheet date of the related geographic market. Canada unit counts are as of January 31, 2020.
|
(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, South Africa, Swaziland, Tanzania, Uganda and Zambia.
|
(5)
|
Central America unit counts reside in Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua.
|
|
|
Owned
|
|
Leased(1)
|
|
Total
|
|||
U.S. properties
|
|
|
|
|
|
|
|||
Walmart U.S. retail units
|
|
4,069
|
|
|
687
|
|
|
4,756
|
|
Sam's Club retail units
|
|
513
|
|
|
86
|
|
|
599
|
|
Total U.S. retail units
|
|
4,582
|
|
|
773
|
|
|
5,355
|
|
Walmart U.S. distribution facilities
|
|
108
|
|
|
54
|
|
|
162
|
|
Sam's Club distribution facilities
|
|
11
|
|
|
14
|
|
|
25
|
|
Total U.S. distribution facilities
|
|
119
|
|
|
68
|
|
|
187
|
|
Total U.S. properties
|
|
4,701
|
|
|
841
|
|
|
5,542
|
|
|
|
|
|
|
|
|
|||
International properties
|
|
|
|
|
|
|
|||
Africa
|
|
37
|
|
|
405
|
|
|
442
|
|
Argentina
|
|
67
|
|
|
25
|
|
|
92
|
|
Canada
|
|
124
|
|
|
284
|
|
|
408
|
|
Central America
|
|
346
|
|
|
490
|
|
|
836
|
|
Chile
|
|
196
|
|
|
171
|
|
|
367
|
|
China
|
|
2
|
|
|
436
|
|
|
438
|
|
India
|
|
2
|
|
|
26
|
|
|
28
|
|
Japan
|
|
54
|
|
|
279
|
|
|
333
|
|
Mexico
|
|
693
|
|
|
1,878
|
|
|
2,571
|
|
United Kingdom
|
|
432
|
|
|
199
|
|
|
631
|
|
Total International retail units
|
|
1,953
|
|
|
4,193
|
|
|
6,146
|
|
International distribution facilities
|
|
34
|
|
|
187
|
|
|
221
|
|
Total International properties
|
|
1,987
|
|
|
4,380
|
|
|
6,367
|
|
Total properties
|
|
6,688
|
|
|
5,221
|
|
|
11,909
|
|
|
|
|
|
|
|
|
|||
Total retail units
|
|
6,535
|
|
|
4,966
|
|
|
11,501
|
|
Total distribution facilities
|
|
153
|
|
|
255
|
|
|
408
|
|
Total properties
|
|
6,688
|
|
|
5,221
|
|
|
11,909
|
|
(1)
|
Also includes U.S. and international distribution facilities which are third-party owned and operated.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
*Assumes $100 Invested on February 1, 2015
Assumes Dividends Reinvested
Fiscal Year Ending January 31, 2020 |
|
Fiscal Years Ended January 31,
|
||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||||
Walmart Inc.
|
$
|
100.00
|
|
|
$
|
80.25
|
|
|
$
|
83.06
|
|
|
$
|
136.08
|
|
|
$
|
125.24
|
|
|
$
|
152.65
|
|
S&P 500 Index
|
100.00
|
|
|
99.33
|
|
|
119.24
|
|
|
150.73
|
|
|
147.24
|
|
|
179.17
|
|
||||||
S&P 500 Retailing Index
|
100.00
|
|
|
118.07
|
|
|
140.38
|
|
|
203.32
|
|
|
216.05
|
|
|
253.36
|
|
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, 2019
|
|
2,396,857
|
|
|
$
|
119.37
|
|
|
2,396,857
|
|
|
$
|
6.3
|
|
December 1-31, 2019
|
|
2,494,584
|
|
|
119.52
|
|
|
2,494,584
|
|
|
6.0
|
|
||
January 1-31, 2020
|
|
2,627,813
|
|
|
116.14
|
|
|
2,627,813
|
|
|
5.7
|
|
||
Total
|
|
7,519,254
|
|
|
|
|
7,519,254
|
|
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Five-Year Financial Summary
|
|
Walmart Inc.
|
|
|
|
As of and for the Fiscal Years Ended January 31,
|
||||||||||||||||||
(Amounts in millions, except per share and unit count data)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
Operating results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
523,964
|
|
|
$
|
514,405
|
|
|
$
|
500,343
|
|
|
$
|
485,873
|
|
|
$
|
482,130
|
|
Percentage change in total revenues from previous fiscal year
|
|
1.9
|
%
|
|
2.8
|
%
|
|
3.0
|
%
|
|
0.8
|
%
|
|
(0.7
|
)%
|
|||||
Net sales
|
|
$
|
519,926
|
|
|
$
|
510,329
|
|
|
$
|
495,761
|
|
|
$
|
481,317
|
|
|
$
|
478,614
|
|
Percentage change in net sales from previous fiscal year
|
|
1.9
|
%
|
|
2.9
|
%
|
|
3.0
|
%
|
|
0.6
|
%
|
|
(0.7
|
)%
|
|||||
Increase (decrease) in calendar comparable sales(1) in the U.S.
|
|
2.7
|
%
|
|
4.0
|
%
|
|
2.2
|
%
|
|
1.4
|
%
|
|
0.3
|
%
|
|||||
Walmart U.S.
|
|
2.9
|
%
|
|
3.7
|
%
|
|
2.1
|
%
|
|
1.6
|
%
|
|
1.0
|
%
|
|||||
Sam's Club
|
|
1.6
|
%
|
|
5.4
|
%
|
|
2.8
|
%
|
|
0.5
|
%
|
|
(3.2
|
)%
|
|||||
Gross profit margin
|
|
24.1
|
%
|
|
24.5
|
%
|
|
24.7
|
%
|
|
24.9
|
%
|
|
24.6
|
%
|
|||||
Operating, selling, general and administrative expenses, as a percentage of net sales
|
|
20.9
|
%
|
|
21.0
|
%
|
|
21.5
|
%
|
|
21.2
|
%
|
|
20.3
|
%
|
|||||
Operating income
|
|
$
|
20,568
|
|
|
$
|
21,957
|
|
|
$
|
20,437
|
|
|
$
|
22,764
|
|
|
$
|
24,105
|
|
Interest, net
|
|
2,410
|
|
|
2,129
|
|
|
2,178
|
|
|
2,267
|
|
|
2,467
|
|
|||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
3,136
|
|
|
—
|
|
|
—
|
|
|||||
Other (gains) and losses
|
|
(1,958
|
)
|
|
8,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consolidated net income attributable to Walmart
|
|
14,881
|
|
|
6,670
|
|
|
9,862
|
|
|
13,643
|
|
|
14,694
|
|
|||||
Diluted net income per common share attributable to Walmart
|
|
$
|
5.19
|
|
|
$
|
2.26
|
|
|
$
|
3.28
|
|
|
$
|
4.38
|
|
|
$
|
4.57
|
|
Dividends declared per common share
|
|
2.12
|
|
|
2.08
|
|
|
2.04
|
|
|
2.00
|
|
|
1.96
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial position(2)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
236,495
|
|
|
$
|
219,295
|
|
|
$
|
204,522
|
|
|
$
|
198,825
|
|
|
$
|
199,581
|
|
Long-term debt and long-term lease obligations (excluding amounts due within one year)
|
|
64,192
|
|
|
50,203
|
|
|
36,825
|
|
|
42,018
|
|
|
44,030
|
|
|||||
Total Walmart shareholders' equity
|
|
74,669
|
|
|
72,496
|
|
|
77,869
|
|
|
77,798
|
|
|
80,546
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unit counts
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Walmart U.S. segment
|
|
4,756
|
|
|
4,769
|
|
|
4,761
|
|
|
4,672
|
|
|
4,574
|
|
|||||
Walmart International segment
|
|
6,146
|
|
|
5,993
|
|
|
6,360
|
|
|
6,363
|
|
|
6,299
|
|
|||||
Sam's Club segment
|
|
599
|
|
|
599
|
|
|
597
|
|
|
660
|
|
|
655
|
|
|||||
Total units
|
|
11,501
|
|
|
11,361
|
|
|
11,718
|
|
|
11,695
|
|
|
11,528
|
|
(1)
|
Comparable sales include sales from stores and clubs open for the previous 12 months, including sales from acquisitions when such acquisitions have been owned for 12 months. 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. Comparable sales include fuel.
|
(2)
|
As described in Note 1 to our Consolidated Financial Statements, on February 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) under the modified retrospective approach, and thus financial statements prior to fiscal 2020 were not recast for the adoption of this standard.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Acquisition of 81 percent of the outstanding shares, or 77 percent of the diluted shares, of Flipkart Private Limited ("Flipkart") in August 2018, which negatively impacted fiscal 2020 and 2019 net income. Refer to Note 12 for additional information on the transaction.
|
•
|
Divestiture of 80 percent of Walmart Brazil to Advent International ("Advent") 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.
|
•
|
Asda made a $1.0 billion cash contribution to the Asda Group Pension Scheme (the "Plan") in October 2019 which enabled the Plan to purchase a bulk insurance annuity contract for the benefit of Plan participants in anticipation that each Plan participant 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. Once all Plan participants have been issued individual annuity contracts, we currently
|
•
|
strong, efficient growth;
|
•
|
consistent operating discipline; and
|
•
|
strategic capital allocation.
|
|
|
Fiscal Years Ended January 31,
|
||||||
(Amounts in millions, except unit counts)
|
|
2020
|
|
2019
|
||||
Net sales
|
|
$
|
519,926
|
|
|
$
|
510,329
|
|
Percentage change from comparable period
|
|
1.9
|
%
|
|
2.9
|
%
|
||
Operating, selling, general and administrative expenses
|
|
$
|
108,791
|
|
|
$
|
107,147
|
|
Percentage change from comparable period
|
|
1.5
|
%
|
|
0.6
|
%
|
||
Operating, selling, general and administrative expenses as a percentage of net sales
|
|
20.9
|
%
|
|
21.0
|
%
|
(Amounts in millions)
|
|
Fiscal Years Ended January 31,
|
||||||
Allocation of Capital Expenditures
|
|
2020
|
|
2019
|
||||
eCommerce, technology, supply chain and other
|
|
$
|
5,643
|
|
|
$
|
5,218
|
|
Remodels
|
|
2,184
|
|
|
2,152
|
|
||
New stores and clubs, including expansions and relocations
|
|
77
|
|
|
313
|
|
||
Total U.S.
|
|
$
|
7,904
|
|
|
$
|
7,683
|
|
Walmart International
|
|
2,801
|
|
|
2,661
|
|
||
Total capital expenditures
|
|
$
|
10,705
|
|
|
$
|
10,344
|
|
|
|
Fiscal Years Ended January 31,
|
||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
||||
CALCULATION OF RETURN ON ASSETS
|
||||||||
Numerator
|
|
|
|
|
||||
Consolidated net income
|
|
$
|
15,201
|
|
|
$
|
7,179
|
|
Denominator
|
|
|
|
|
||||
Average total assets(1)
|
|
$
|
227,895
|
|
|
$
|
211,909
|
|
Return on assets (ROA)
|
|
6.7
|
%
|
|
3.4
|
%
|
||
|
|
|
|
|
||||
CALCULATION OF RETURN ON INVESTMENT
|
||||||||
Numerator
|
|
|
|
|
||||
Operating income
|
|
$
|
20,568
|
|
|
$
|
21,957
|
|
+ Interest income
|
|
189
|
|
|
217
|
|
||
+ Depreciation and amortization
|
|
10,987
|
|
|
10,678
|
|
||
+ Rent
|
|
2,670
|
|
|
3,004
|
|
||
ROI operating income
|
|
$
|
34,414
|
|
|
$
|
35,856
|
|
|
|
|
|
|
||||
Denominator
|
|
|
|
|
||||
Average total assets(1), (2)
|
|
$
|
235,277
|
|
|
$
|
211,909
|
|
+ Average accumulated depreciation and amortization(1), (2)
|
|
90,351
|
|
|
85,107
|
|
||
- Average accounts payable(1)
|
|
47,017
|
|
|
46,576
|
|
||
- Average accrued liabilities(1)
|
|
22,228
|
|
|
22,141
|
|
||
+ Rent x 8
|
|
N/A
|
|
|
24,032
|
|
||
Average invested capital
|
|
$
|
256,383
|
|
|
$
|
252,331
|
|
Return on investment (ROI)
|
|
13.4
|
%
|
|
14.2
|
%
|
|
|
As of January 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Certain Balance Sheet Data
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
236,495
|
|
|
$
|
219,295
|
|
|
$
|
204,522
|
|
Leased assets, net
|
|
21,841
|
|
|
7,078
|
|
|
NP
|
|
|||
Total assets without leased assets, net
|
|
214,654
|
|
|
212,217
|
|
|
NP
|
|
|||
Accumulated depreciation and amortization
|
|
94,514
|
|
|
87,175
|
|
|
83,039
|
|
|||
Accumulated amortization on leased assets
|
|
4,694
|
|
|
5,682
|
|
|
NP
|
|
|||
Accumulated depreciation and amortization, without leased assets
|
|
89,820
|
|
|
81,493
|
|
|
NP
|
|
|||
Accounts payable
|
|
46,973
|
|
|
47,060
|
|
|
46,092
|
|
|||
Accrued liabilities
|
|
22,296
|
|
|
22,159
|
|
|
22,122
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net cash provided by operating activities
|
|
$
|
25,255
|
|
|
$
|
27,753
|
|
|
$
|
28,337
|
|
Payments for property and equipment
|
|
(10,705
|
)
|
|
(10,344
|
)
|
|
(10,051
|
)
|
|||
Free cash flow
|
|
$
|
14,550
|
|
|
$
|
17,409
|
|
|
$
|
18,286
|
|
|
|
|
|
|
|
|
||||||
Net cash used in investing activities(1)
|
|
$
|
(9,128
|
)
|
|
$
|
(24,036
|
)
|
|
$
|
(9,079
|
)
|
Net cash used in financing activities
|
|
(14,299
|
)
|
|
(2,537
|
)
|
|
(19,875
|
)
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except unit counts)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Total revenues
|
|
$
|
523,964
|
|
|
$
|
514,405
|
|
|
$
|
500,343
|
|
Percentage change from comparable period
|
|
1.9
|
%
|
|
2.8
|
%
|
|
3.0
|
%
|
|||
Net sales
|
|
$
|
519,926
|
|
|
$
|
510,329
|
|
|
$
|
495,761
|
|
Percentage change from comparable period
|
|
1.9
|
%
|
|
2.9
|
%
|
|
3.0
|
%
|
|||
Total U.S. calendar comparable sales increase
|
|
2.7
|
%
|
|
4.0
|
%
|
|
2.2
|
%
|
|||
Gross profit rate
|
|
24.1
|
%
|
|
24.5
|
%
|
|
24.7
|
%
|
|||
Operating income
|
|
$
|
20,568
|
|
|
$
|
21,957
|
|
|
$
|
20,437
|
|
Operating income as a percentage of net sales
|
|
4.0
|
%
|
|
4.3
|
%
|
|
4.1
|
%
|
|||
Consolidated net income
|
|
$
|
15,201
|
|
|
$
|
7,179
|
|
|
$
|
10,523
|
|
Unit counts at period end(1)
|
|
11,501
|
|
|
11,361
|
|
|
11,718
|
|
|||
Retail square feet at period end(1)
|
|
1,129
|
|
|
1,129
|
|
|
1,158
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except unit counts)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net sales
|
|
$
|
341,004
|
|
|
$
|
331,666
|
|
|
$
|
318,477
|
|
Percentage change from comparable period
|
|
2.8
|
%
|
|
4.1
|
%
|
|
3.5
|
%
|
|||
Calendar comparable sales increase
|
|
2.9
|
%
|
|
3.7
|
%
|
|
2.1
|
%
|
|||
Operating income
|
|
$
|
17,380
|
|
|
$
|
17,386
|
|
|
$
|
16,995
|
|
Operating income as a percentage of net sales
|
|
5.1
|
%
|
|
5.2
|
%
|
|
5.3
|
%
|
|||
Unit counts at period end
|
|
4,756
|
|
|
4,769
|
|
|
4,761
|
|
|||
Retail square feet at period end
|
|
703
|
|
|
705
|
|
|
705
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except unit counts)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net sales
|
|
$
|
120,130
|
|
|
$
|
120,824
|
|
|
$
|
118,068
|
|
Percentage change from comparable period
|
|
(0.6
|
)%
|
|
2.3
|
%
|
|
1.7
|
%
|
|||
Operating income
|
|
$
|
3,370
|
|
|
$
|
4,883
|
|
|
$
|
5,229
|
|
Operating income as a percentage of net sales
|
|
2.8
|
%
|
|
4.0
|
%
|
|
4.4
|
%
|
|||
Unit counts at period end
|
|
6,146
|
|
|
5,993
|
|
|
6,360
|
|
|||
Retail square feet at period end
|
|
345
|
|
|
344
|
|
|
373
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except unit counts)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Including Fuel
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
58,792
|
|
|
$
|
57,839
|
|
|
$
|
59,216
|
|
Percentage change from comparable period
|
|
1.6
|
%
|
|
(2.3
|
)%
|
|
3.2
|
%
|
|||
Calendar comparable sales increase
|
|
1.6
|
%
|
|
5.4
|
%
|
|
2.8
|
%
|
|||
Operating income
|
|
$
|
1,642
|
|
|
$
|
1,520
|
|
|
$
|
915
|
|
Operating income as a percentage of net sales
|
|
2.8
|
%
|
|
2.6
|
%
|
|
1.5
|
%
|
|||
Unit counts at period end
|
|
599
|
|
|
599
|
|
|
597
|
|
|||
Retail square feet at period end
|
|
80
|
|
|
80
|
|
|
80
|
|
|||
|
|
|
|
|
|
|
||||||
Excluding Fuel (1)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
52,792
|
|
|
$
|
52,332
|
|
|
$
|
54,456
|
|
Percentage change from comparable period
|
|
0.9
|
%
|
|
(3.9
|
)%
|
|
2.2
|
%
|
|||
Operating income
|
|
$
|
1,486
|
|
|
$
|
1,383
|
|
|
$
|
797
|
|
Operating income as a percentage of net sales
|
|
2.8
|
%
|
|
2.6
|
%
|
|
1.5
|
%
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net cash provided by operating activities
|
|
$
|
25,255
|
|
|
$
|
27,753
|
|
|
$
|
28,337
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net cash used in investing activities
|
|
$
|
(9,128
|
)
|
|
$
|
(24,036
|
)
|
|
$
|
(9,079
|
)
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net cash used in financing activities
|
|
$
|
(14,299
|
)
|
|
$
|
(2,537
|
)
|
|
$
|
(19,875
|
)
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Maximum amount outstanding at any month-end
|
|
$
|
13,315
|
|
|
$
|
13,389
|
|
|
$
|
11,386
|
|
Average daily short-term borrowings
|
|
7,120
|
|
|
10,625
|
|
|
8,131
|
|
|||
Annual weighted-average interest rate
|
|
2.5
|
%
|
|
2.4
|
%
|
|
1.3
|
%
|
(Amounts in millions)
|
|
Long-term debt due within one year
|
|
Long-term debt
|
|
Total
|
||||||
Balances as of February 1, 2019
|
|
$
|
1,876
|
|
|
$
|
43,520
|
|
|
$
|
45,396
|
|
Proceeds from issuance of long-term debt
|
|
—
|
|
|
5,492
|
|
|
5,492
|
|
|||
Payments of long-term debt
|
|
(1,907
|
)
|
|
—
|
|
|
(1,907
|
)
|
|||
Reclassifications of long-term debt
|
|
5,378
|
|
|
(5,378
|
)
|
|
—
|
|
|||
Other
|
|
15
|
|
|
80
|
|
|
95
|
|
|||
Balances as of January 31, 2020
|
|
$
|
5,362
|
|
|
$
|
43,714
|
|
|
$
|
49,076
|
|
Record Date
|
|
Payable Date
|
March 20, 2020
|
|
April 6, 2020
|
May 8, 2020
|
|
June 1, 2020
|
August 14, 2020
|
|
September 8, 2020
|
December 11, 2020
|
|
January 4, 2021
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except per share data)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Total number of shares repurchased
|
|
53.9
|
|
|
79.5
|
|
|
104.9
|
|
|||
Average price paid per share
|
|
$
|
105.98
|
|
|
$
|
93.18
|
|
|
$
|
79.11
|
|
Total amount paid for share repurchases
|
|
$
|
5,717
|
|
|
$
|
7,410
|
|
|
$
|
8,296
|
|
Rating agency
|
|
Commercial paper
|
|
Long-term debt
|
Standard & Poor's
|
|
A-1+
|
|
AA
|
Moody's Investors Service
|
|
P-1
|
|
Aa2
|
Fitch Ratings
|
|
F1+
|
|
AA
|
|
|
|
|
Payments Due During Fiscal Years Ending January 31,
|
||||||||||||||||
(Amounts in millions)
|
|
Total
|
|
2021
|
|
2022-2023
|
|
2024-2025
|
|
Thereafter
|
||||||||||
Recorded contractual obligations(3):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt(1)
|
|
$
|
49,180
|
|
|
$
|
5,362
|
|
|
$
|
5,839
|
|
|
$
|
9,019
|
|
|
$
|
28,960
|
|
Short-term borrowings
|
|
575
|
|
|
575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations(2)
|
|
26,257
|
|
|
2,587
|
|
|
4,496
|
|
|
3,660
|
|
|
15,514
|
|
|||||
Finance lease obligations and other(2)(3)
|
|
10,254
|
|
|
1,000
|
|
|
1,729
|
|
|
1,298
|
|
|
6,227
|
|
|||||
Unrecorded contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Estimated interest on long-term debt
|
|
22,957
|
|
|
1,780
|
|
|
3,268
|
|
|
2,872
|
|
|
15,037
|
|
|||||
Syndicated and other letters of credit
|
|
1,987
|
|
|
1,987
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
|
|
12,782
|
|
|
5,912
|
|
|
4,318
|
|
|
1,480
|
|
|
1,072
|
|
|||||
Total contractual obligations
|
|
$
|
123,992
|
|
|
$
|
19,203
|
|
|
$
|
19,650
|
|
|
$
|
18,329
|
|
|
$
|
66,810
|
|
(1)
|
Long-term debt includes the fair value of our derivatives designated as fair value hedges.
|
(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 $1.4 billion.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||
(Amounts in millions)
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023
|
|
Fiscal 2024
|
|
Fiscal 2025
|
|
Thereafter
|
|
Total
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate
|
|
$
|
575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
575
|
|
Weighted-average interest rate
|
|
5.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
5.0
|
%
|
|||||||
Long-term debt(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate
|
|
$
|
4,612
|
|
|
$
|
2,366
|
|
|
$
|
2,802
|
|
|
$
|
4,670
|
|
|
$
|
4,400
|
|
|
$
|
28,726
|
|
|
$
|
47,576
|
|
Weighted-average interest rate
|
|
2.8
|
%
|
|
3.8
|
%
|
|
1.7
|
%
|
|
3.2
|
%
|
|
2.7
|
%
|
|
4.4
|
%
|
|
3.8
|
%
|
|||||||
Variable rate
|
|
$
|
750
|
|
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
Weighted-average interest rate
|
|
2.0
|
%
|
|
2.2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.1
|
%
|
|||||||
Interest rate derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed to variable
|
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,750
|
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
4,000
|
|
Weighted-average pay rate
|
|
3.2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.2
|
%
|
|
2.8
|
%
|
|
—
|
%
|
|
2.6
|
%
|
|||||||
Weighted-average receive rate
|
|
3.3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.6
|
%
|
|
3.3
|
%
|
|
—
|
%
|
|
3.0
|
%
|
(1)
|
The long-term debt amounts in the table exclude the Company's derivatives classified as fair value hedges.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
Contingencies
|
Description of the Matter
|
|
As described in Note 10 to the Consolidated Financial Statements, at January 31, 2020, the Company is involved in a number of legal proceedings and has made accruals with respect to certain of these matters. For other 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.
|
|
|
Auditing management’s accounting for, and disclosure of, loss contingencies was complex and highly judgmental as it involved our assessment of the significant judgments made by management when assessing the probability of occurrence or when determining whether an estimate of the loss or range of loss could be made.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of contingencies. For example, we tested controls over the Company’s assessment of the likelihood of loss and the Company’s determinations regarding the measurement of loss.
To test the Company’s assessment of the probability of occurrence or determination of an estimate of loss, or range of loss, among other procedures, we read the minutes of the meetings of the board of directors and committees of the board of directors, reviewed 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.
|
|
|
Valuation of Indefinite-Lived Intangible Assets
|
Description of the Matter
|
|
At January 31, 2020, the Company has $5.2 billion of indefinite-lived intangible assets. 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 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.
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except per share data)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
519,926
|
|
|
$
|
510,329
|
|
|
$
|
495,761
|
|
Membership and other income
|
|
4,038
|
|
|
4,076
|
|
|
4,582
|
|
|||
Total revenues
|
|
523,964
|
|
|
514,405
|
|
|
500,343
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
394,605
|
|
|
385,301
|
|
|
373,396
|
|
|||
Operating, selling, general and administrative expenses
|
|
108,791
|
|
|
107,147
|
|
|
106,510
|
|
|||
Operating income
|
|
20,568
|
|
|
21,957
|
|
|
20,437
|
|
|||
Interest:
|
|
|
|
|
|
|
||||||
Debt
|
|
2,262
|
|
|
1,975
|
|
|
1,978
|
|
|||
Finance, capital lease and financing obligations
|
|
337
|
|
|
371
|
|
|
352
|
|
|||
Interest income
|
|
(189
|
)
|
|
(217
|
)
|
|
(152
|
)
|
|||
Interest, net
|
|
2,410
|
|
|
2,129
|
|
|
2,178
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
3,136
|
|
|||
Other (gains) and losses
|
|
(1,958
|
)
|
|
8,368
|
|
|
—
|
|
|||
Income before income taxes
|
|
20,116
|
|
|
11,460
|
|
|
15,123
|
|
|||
Provision for income taxes
|
|
4,915
|
|
|
4,281
|
|
|
4,600
|
|
|||
Consolidated net income
|
|
15,201
|
|
|
7,179
|
|
|
10,523
|
|
|||
Consolidated net income attributable to noncontrolling interest
|
|
(320
|
)
|
|
(509
|
)
|
|
(661
|
)
|
|||
Consolidated net income attributable to Walmart
|
|
$
|
14,881
|
|
|
$
|
6,670
|
|
|
$
|
9,862
|
|
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
|
||||||
Basic net income per common share attributable to Walmart
|
|
$
|
5.22
|
|
|
$
|
2.28
|
|
|
$
|
3.29
|
|
Diluted net income per common share attributable to Walmart
|
|
5.19
|
|
|
2.26
|
|
|
3.28
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
2,850
|
|
|
2,929
|
|
|
2,995
|
|
|||
Diluted
|
|
2,868
|
|
|
2,945
|
|
|
3,010
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends declared per common share
|
|
$
|
2.12
|
|
|
$
|
2.08
|
|
|
$
|
2.04
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Consolidated net income
|
|
$
|
15,201
|
|
|
$
|
7,179
|
|
|
$
|
10,523
|
|
Consolidated net income attributable to noncontrolling interest
|
|
(320
|
)
|
|
(509
|
)
|
|
(661
|
)
|
|||
Consolidated net income attributable to Walmart
|
|
14,881
|
|
|
6,670
|
|
|
9,862
|
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of income taxes
|
|
|
|
|
|
|
||||||
Currency translation and other
|
|
286
|
|
|
(226
|
)
|
|
2,540
|
|
|||
Net investment hedges
|
|
122
|
|
|
272
|
|
|
(405
|
)
|
|||
Cash flow hedges
|
|
(399
|
)
|
|
(290
|
)
|
|
437
|
|
|||
Minimum pension liability
|
|
(1,244
|
)
|
|
131
|
|
|
147
|
|
|||
Unrealized gain on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
1,501
|
|
|||
Other comprehensive income (loss), net of income taxes
|
|
(1,235
|
)
|
|
(113
|
)
|
|
4,220
|
|
|||
Other comprehensive (income) loss attributable to noncontrolling interest
|
|
(28
|
)
|
|
188
|
|
|
(169
|
)
|
|||
Other comprehensive income (loss) attributable to Walmart
|
|
(1,263
|
)
|
|
75
|
|
|
4,051
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income, net of income taxes
|
|
13,966
|
|
|
7,066
|
|
|
14,743
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
|
(348
|
)
|
|
(321
|
)
|
|
(830
|
)
|
|||
Comprehensive income attributable to Walmart
|
|
$
|
13,618
|
|
|
$
|
6,745
|
|
|
$
|
13,913
|
|
|
|
As of January 31,
|
||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
9,465
|
|
|
$
|
7,722
|
|
Receivables, net
|
|
6,284
|
|
|
6,283
|
|
||
Inventories
|
|
44,435
|
|
|
44,269
|
|
||
Prepaid expenses and other
|
|
1,622
|
|
|
3,623
|
|
||
Total current assets
|
|
61,806
|
|
|
61,897
|
|
||
|
|
|
|
|
||||
Property and equipment, net
|
|
105,208
|
|
|
104,317
|
|
||
Operating lease right-of-use assets
|
|
17,424
|
|
|
—
|
|
||
Finance lease right-of-use assets, net
|
|
4,417
|
|
|
—
|
|
||
Property under capital lease and financing obligations, net
|
|
—
|
|
|
7,078
|
|
||
Goodwill
|
|
31,073
|
|
|
31,181
|
|
||
Other long-term assets
|
|
16,567
|
|
|
14,822
|
|
||
Total assets
|
|
$
|
236,495
|
|
|
$
|
219,295
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term borrowings
|
|
$
|
575
|
|
|
$
|
5,225
|
|
Accounts payable
|
|
46,973
|
|
|
47,060
|
|
||
Accrued liabilities
|
|
22,296
|
|
|
22,159
|
|
||
Accrued income taxes
|
|
280
|
|
|
428
|
|
||
Long-term debt due within one year
|
|
5,362
|
|
|
1,876
|
|
||
Operating lease obligations due within one year
|
|
1,793
|
|
|
—
|
|
||
Finance lease obligations due within one year
|
|
511
|
|
|
—
|
|
||
Capital lease and financing obligations due within one year
|
|
—
|
|
|
729
|
|
||
Total current liabilities
|
|
77,790
|
|
|
77,477
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
43,714
|
|
|
43,520
|
|
||
Long-term operating lease obligations
|
|
16,171
|
|
|
—
|
|
||
Long-term finance lease obligations
|
|
4,307
|
|
|
—
|
|
||
Long-term capital lease and financing obligations
|
|
—
|
|
|
6,683
|
|
||
Deferred income taxes and other
|
|
12,961
|
|
|
11,981
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Common stock
|
|
284
|
|
|
288
|
|
||
Capital in excess of par value
|
|
3,247
|
|
|
2,965
|
|
||
Retained earnings
|
|
83,943
|
|
|
80,785
|
|
||
Accumulated other comprehensive loss
|
|
(12,805
|
)
|
|
(11,542
|
)
|
||
Total Walmart shareholders' equity
|
|
74,669
|
|
|
72,496
|
|
||
Noncontrolling interest
|
|
6,883
|
|
|
7,138
|
|
||
Total equity
|
|
81,552
|
|
|
79,634
|
|
||
Total liabilities and equity
|
|
$
|
236,495
|
|
|
$
|
219,295
|
|
|
|
|
|
|
|
|
|
|
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, 2017
|
3,048
|
|
|
$
|
305
|
|
|
$
|
2,371
|
|
|
$
|
89,354
|
|
|
$
|
(14,232
|
)
|
|
$
|
77,798
|
|
|
$
|
2,737
|
|
|
$
|
80,535
|
|
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,862
|
|
|
—
|
|
|
9,862
|
|
|
661
|
|
|
10,523
|
|
|||||||
Other comprehensive income (loss), net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,051
|
|
|
4,051
|
|
|
169
|
|
|
4,220
|
|
|||||||
Cash dividends declared ($2.04 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,124
|
)
|
|
—
|
|
|
(6,124
|
)
|
|
—
|
|
|
(6,124
|
)
|
|||||||
Purchase of Company stock
|
(103
|
)
|
|
(10
|
)
|
|
(219
|
)
|
|
(7,975
|
)
|
|
—
|
|
|
(8,204
|
)
|
|
—
|
|
|
(8,204
|
)
|
|||||||
Cash dividend declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(687
|
)
|
|
(687
|
)
|
|||||||
Other
|
7
|
|
|
—
|
|
|
496
|
|
|
(10
|
)
|
|
—
|
|
|
486
|
|
|
73
|
|
|
559
|
|
|||||||
Balances as of January 31, 2018
|
2,952
|
|
|
295
|
|
|
2,648
|
|
|
85,107
|
|
|
(10,181
|
)
|
|
77,869
|
|
|
2,953
|
|
|
80,822
|
|
|||||||
Adoption of new accounting standards on February 1, 2018, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
2,361
|
|
|
(1,436
|
)
|
|
925
|
|
|
(1
|
)
|
|
924
|
|
|||||||
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
6,670
|
|
|
—
|
|
|
6,670
|
|
|
509
|
|
|
7,179
|
|
|||||||
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
|
)
|
|||||||
Purchase of Company stock
|
(80
|
)
|
|
(8
|
)
|
|
(245
|
)
|
|
(7,234
|
)
|
|
—
|
|
|
(7,487
|
)
|
|
—
|
|
|
(7,487
|
)
|
|||||||
Cash dividend declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(488
|
)
|
|
(488
|
)
|
|||||||
Noncontrolling interest of acquired entity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,345
|
|
|
4,345
|
|
|||||||
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
|
)
|
|||||||
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
|
)
|
|||||||
Purchase of Company stock
|
(53
|
)
|
|
(5
|
)
|
|
(199
|
)
|
|
(5,435
|
)
|
|
—
|
|
|
(5,639
|
)
|
|
—
|
|
|
(5,639
|
)
|
|||||||
Cash dividends declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(475
|
)
|
|
(475
|
)
|
|||||||
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
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Consolidated net income
|
|
$
|
15,201
|
|
|
$
|
7,179
|
|
|
$
|
10,523
|
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
10,987
|
|
|
10,678
|
|
|
10,529
|
|
|||
Unrealized (gains) and losses
|
|
(1,886
|
)
|
|
3,516
|
|
|
—
|
|
|||
(Gains) and losses for disposal of business operations
|
|
15
|
|
|
4,850
|
|
|
—
|
|
|||
Asda pension contribution
|
|
(1,036
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
320
|
|
|
(499
|
)
|
|
(304
|
)
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
3,136
|
|
|||
Other operating activities
|
|
1,981
|
|
|
1,734
|
|
|
1,210
|
|
|||
Changes in certain assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Receivables, net
|
|
154
|
|
|
(368
|
)
|
|
(1,074
|
)
|
|||
Inventories
|
|
(300
|
)
|
|
(1,311
|
)
|
|
(140
|
)
|
|||
Accounts payable
|
|
(274
|
)
|
|
1,831
|
|
|
4,086
|
|
|||
Accrued liabilities
|
|
186
|
|
|
183
|
|
|
928
|
|
|||
Accrued income taxes
|
|
(93
|
)
|
|
(40
|
)
|
|
(557
|
)
|
|||
Net cash provided by operating activities
|
|
25,255
|
|
|
27,753
|
|
|
28,337
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Payments for property and equipment
|
|
(10,705
|
)
|
|
(10,344
|
)
|
|
(10,051
|
)
|
|||
Proceeds from the disposal of property and equipment
|
|
321
|
|
|
519
|
|
|
378
|
|
|||
Proceeds from the disposal of certain operations
|
|
833
|
|
|
876
|
|
|
1,046
|
|
|||
Payments for business acquisitions, net of cash acquired
|
|
(56
|
)
|
|
(14,656
|
)
|
|
(375
|
)
|
|||
Other investing activities
|
|
479
|
|
|
(431
|
)
|
|
(77
|
)
|
|||
Net cash used in investing activities
|
|
(9,128
|
)
|
|
(24,036
|
)
|
|
(9,079
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
|
(4,656
|
)
|
|
(53
|
)
|
|
4,148
|
|
|||
Proceeds from issuance of long-term debt
|
|
5,492
|
|
|
15,872
|
|
|
7,476
|
|
|||
Repayments of long-term debt
|
|
(1,907
|
)
|
|
(3,784
|
)
|
|
(13,061
|
)
|
|||
Premiums paid to extinguish debt
|
|
—
|
|
|
—
|
|
|
(3,059
|
)
|
|||
Dividends paid
|
|
(6,048
|
)
|
|
(6,102
|
)
|
|
(6,124
|
)
|
|||
Purchase of Company stock
|
|
(5,717
|
)
|
|
(7,410
|
)
|
|
(8,296
|
)
|
|||
Dividends paid to noncontrolling interest
|
|
(555
|
)
|
|
(431
|
)
|
|
(690
|
)
|
|||
Purchase of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||
Other financing activities
|
|
(908
|
)
|
|
(629
|
)
|
|
(261
|
)
|
|||
Net cash used in financing activities
|
|
(14,299
|
)
|
|
(2,537
|
)
|
|
(19,875
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
|
(69
|
)
|
|
(438
|
)
|
|
487
|
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
1,759
|
|
|
742
|
|
|
(130
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
|
7,756
|
|
|
7,014
|
|
|
7,144
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
|
$
|
9,515
|
|
|
$
|
7,756
|
|
|
$
|
7,014
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Income taxes paid
|
|
$
|
3,616
|
|
|
$
|
3,982
|
|
|
$
|
6,179
|
|
Interest paid
|
|
2,464
|
|
|
2,348
|
|
|
2,450
|
|
|
|
|
|
As of January 31,
|
||||||
(Amounts in millions)
|
|
Estimated Useful Lives
|
|
2020
|
|
2019
|
||||
Land
|
|
N/A
|
|
$
|
24,619
|
|
|
$
|
24,526
|
|
Buildings and improvements
|
|
3-40 years
|
|
105,674
|
|
|
101,006
|
|
||
Fixtures and equipment
|
|
1-30 years
|
|
58,607
|
|
|
54,488
|
|
||
Transportation equipment
|
|
3-15 years
|
|
2,377
|
|
|
2,316
|
|
||
Construction in progress
|
|
N/A
|
|
3,751
|
|
|
3,474
|
|
||
Property and equipment
|
|
|
|
195,028
|
|
|
185,810
|
|
||
Accumulated depreciation
|
|
|
|
(89,820
|
)
|
|
(81,493
|
)
|
||
Property and equipment, net
|
|
|
|
$
|
105,208
|
|
|
$
|
104,317
|
|
(Amounts in millions)
|
|
Walmart U.S.
|
|
Walmart
International
|
|
Sam's Club
|
|
Total
|
||||||||
Balances as of February 1, 2018
|
|
$
|
2,445
|
|
|
$
|
15,484
|
|
|
$
|
313
|
|
|
$
|
18,242
|
|
Changes in currency translation and other
|
|
—
|
|
|
(743
|
)
|
|
—
|
|
|
(743
|
)
|
||||
Acquisitions (1)
|
|
107
|
|
|
13,575
|
|
|
—
|
|
|
13,682
|
|
||||
Balances as of January 31, 2019
|
|
2,552
|
|
|
28,316
|
|
|
313
|
|
|
31,181
|
|
||||
Changes in currency translation and other
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
||||
Acquisitions
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||
Balances as of January 31, 2020
|
|
$
|
2,593
|
|
|
$
|
28,167
|
|
|
$
|
313
|
|
|
$
|
31,073
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except per share data)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Consolidated net income
|
|
$
|
15,201
|
|
|
$
|
7,179
|
|
|
$
|
10,523
|
|
Consolidated net income attributable to noncontrolling interest
|
|
(320
|
)
|
|
(509
|
)
|
|
(661
|
)
|
|||
Consolidated net income attributable to Walmart
|
|
$
|
14,881
|
|
|
$
|
6,670
|
|
|
$
|
9,862
|
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding, basic
|
|
2,850
|
|
|
2,929
|
|
|
2,995
|
|
|||
Dilutive impact of stock options and other share-based awards
|
|
18
|
|
|
16
|
|
|
15
|
|
|||
Weighted-average common shares outstanding, diluted
|
|
2,868
|
|
|
2,945
|
|
|
3,010
|
|
|||
|
|
|
|
|
|
|
||||||
Net income per common share attributable to Walmart
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
5.22
|
|
|
$
|
2.28
|
|
|
$
|
3.29
|
|
Diluted
|
|
5.19
|
|
|
2.26
|
|
|
3.28
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
2020
|
|
2019
|
|
2018
|
||||||
Restricted stock and performance share units
|
$
|
270
|
|
|
$
|
293
|
|
|
$
|
234
|
|
Restricted stock units
|
553
|
|
|
456
|
|
|
368
|
|
|||
Other
|
31
|
|
|
24
|
|
|
24
|
|
|||
Share-based compensation expense
|
$
|
854
|
|
|
$
|
773
|
|
|
$
|
626
|
|
•
|
Restricted Stock and Performance Share Units. Restricted stock awards are for shares that vest based on the passage of time and include restrictions related to employment. Performance share units vest based on the passage of time and achievement of performance criteria and may range from 0% to 150% of the original award amount. Vesting periods for these awards are generally between one and three years. Restricted stock and performance share 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 share 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 share units in fiscal 2020, 2019 and 2018 was 5.1%, 6.2% and 7.2%, respectively.
|
•
|
Restricted Stock Units. Restricted stock units provide rights to Company stock after a specified service period. Beginning in fiscal 2020, 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
|
|
|
Restricted Stock and Performance Share Units
|
|
Restricted Stock Units
|
||||||||||
(Shares in thousands)
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
||||||
Outstanding as of February 1, 2019
|
|
8,799
|
|
|
$
|
75.39
|
|
|
23,955
|
|
|
$
|
70.47
|
|
Granted
|
|
3,354
|
|
|
100.38
|
|
|
8,504
|
|
|
95.92
|
|
||
Adjustment for performance achievement(1)
|
|
898
|
|
|
64.50
|
|
|
—
|
|
|
—
|
|
||
Vested/exercised
|
|
(5,365
|
)
|
|
67.96
|
|
|
(6,496
|
)
|
|
68.13
|
|
||
Forfeited
|
|
(1,641
|
)
|
|
82.77
|
|
|
(2,702
|
)
|
|
78.86
|
|
||
Outstanding as of January 31, 2020
|
|
6,045
|
|
|
$
|
93.04
|
|
|
23,261
|
|
|
$
|
79.51
|
|
(1)
|
Represents the adjustment to previously granted performance share units for performance achievement.
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except years)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Fair value of restricted stock and performance share units vested
|
|
$
|
365
|
|
|
$
|
183
|
|
|
$
|
181
|
|
Fair value of restricted stock units vested
|
|
442
|
|
|
386
|
|
|
344
|
|
|||
Unrecognized compensation cost for restricted stock and performance share units
|
|
326
|
|
|
362
|
|
|
291
|
|
|||
Unrecognized compensation cost for restricted stock units
|
|
1,096
|
|
|
1,002
|
|
|
972
|
|
|||
Weighted average remaining period to expense for restricted stock and performance share units (years)
|
|
1.4
|
|
|
1.1
|
|
|
1.2
|
|
|||
Weighted average remaining period to expense for restricted stock units (years)
|
|
1.3
|
|
|
1.6
|
|
|
1.8
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, except per share data)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Total number of shares repurchased
|
|
53.9
|
|
|
79.5
|
|
|
104.9
|
|
|||
Average price paid per share
|
|
$
|
105.98
|
|
|
$
|
93.18
|
|
|
$
|
79.11
|
|
Total cash paid for share repurchases
|
|
$
|
5,717
|
|
|
$
|
7,410
|
|
|
$
|
8,296
|
|
(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, 2017
|
$
|
(14,507
|
)
|
|
$
|
1,435
|
|
|
$
|
145
|
|
|
$
|
(315
|
)
|
|
$
|
(990
|
)
|
|
$
|
(14,232
|
)
|
Other comprehensive income (loss) before reclassifications, net
|
2,345
|
|
|
(405
|
)
|
|
1,501
|
|
|
436
|
|
|
83
|
|
|
3,960
|
|
||||||
Amounts reclassified from accumulated other comprehensive loss, net
|
26
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
64
|
|
|
91
|
|
||||||
Balances as of January 31, 2018
|
(12,136
|
)
|
|
1,030
|
|
|
1,646
|
|
|
122
|
|
|
(843
|
)
|
|
(10,181
|
)
|
||||||
Adoption of new accounting standards on February 1, 2018(1)
|
89
|
|
|
93
|
|
|
(1,646
|
)
|
|
28
|
|
|
—
|
|
|
(1,436
|
)
|
||||||
Other comprehensive income (loss) before reclassifications, net
|
(2,093
|
)
|
|
272
|
|
|
—
|
|
|
(339
|
)
|
|
93
|
|
|
(2,067
|
)
|
||||||
Reclassifications to income, net(2)
|
2,055
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
38
|
|
|
2,142
|
|
||||||
Balances as of January 31, 2019
|
(12,085
|
)
|
|
1,395
|
|
|
—
|
|
|
(140
|
)
|
|
(712
|
)
|
|
(11,542
|
)
|
||||||
Other comprehensive income (loss) before reclassifications, net(3)
|
281
|
|
|
122
|
|
|
—
|
|
|
(399
|
)
|
|
(1,283
|
)
|
|
(1,279
|
)
|
||||||
Reclassifications to income, net
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
16
|
|
||||||
Balances as of January 31, 2020
|
$
|
(11,827
|
)
|
|
$
|
1,517
|
|
|
$
|
—
|
|
|
$
|
(539
|
)
|
|
$
|
(1,956
|
)
|
|
$
|
(12,805
|
)
|
|
|
January 31,
|
||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
||||
Accrued wages and benefits(1)
|
|
$
|
6,093
|
|
|
$
|
6,504
|
|
Self-insurance(2)
|
|
4,469
|
|
|
3,979
|
|
||
Accrued non-income taxes(3)
|
|
3,039
|
|
|
2,979
|
|
||
Deferred gift card revenue
|
|
1,990
|
|
|
1,932
|
|
||
Other(4)
|
|
6,705
|
|
|
6,765
|
|
||
Total accrued liabilities
|
|
$
|
22,296
|
|
|
$
|
22,159
|
|
(1)
|
Accrued wages and benefits include accrued wages, salaries, vacation, bonuses and other incentive plans.
|
(2)
|
Self-insurance consists of insurance-related liabilities, such as workers' compensation, general liability, auto liability, product liability and certain employee-related healthcare benefits.
|
(3)
|
Accrued non-income taxes include accrued payroll, property, value-added, sales and miscellaneous other taxes.
|
(4)
|
Other accrued liabilities consist of various items such as interest, maintenance, utilities, legal contingencies, and advertising.
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||||||||||||||||||
(Amounts in millions)
|
|
Available
|
|
Drawn
|
|
Undrawn
|
|
Available
|
|
Drawn
|
|
Undrawn
|
||||||||||||
Five-year credit facility(1)
|
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
5,000
|
|
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
5,000
|
|
364-day revolving credit facility(1)
|
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
10,000
|
|
|
—
|
|
|
10,000
|
|
||||||
Total
|
|
$
|
15,000
|
|
|
$
|
—
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
—
|
|
|
$
|
15,000
|
|
(1)
|
In May 2019, the Company renewed and extended its existing five-year credit facility and its existing 364-day revolving credit facility, both of which are used to support its commercial paper program.
|
|
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||||||
(Amounts in millions)
|
|
Maturity Dates
By Fiscal Year |
|
Amount
|
|
Average Rate(1)
|
|
Amount
|
|
Average Rate(1)
|
||||
Unsecured debt
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed
|
|
2021 - 2050
|
|
$
|
39,752
|
|
|
3.8%
|
|
$
|
35,816
|
|
|
3.9%
|
Variable
|
|
2021 - 2022
|
|
1,500
|
|
|
2.1%
|
|
1,800
|
|
|
2.9%
|
||
Total U.S. dollar denominated
|
|
|
|
41,252
|
|
|
|
|
37,616
|
|
|
|
||
Fixed
|
|
2023 - 2030
|
|
2,758
|
|
|
3.3%
|
|
2,870
|
|
|
3.3%
|
||
Variable
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||
Total Euro denominated
|
|
|
|
2,758
|
|
|
|
|
2,870
|
|
|
|
||
Fixed
|
|
2031 - 2039
|
|
3,518
|
|
|
5.4%
|
|
3,524
|
|
|
5.4%
|
||
Variable
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||
Total Sterling denominated
|
|
|
|
3,518
|
|
|
|
|
3,524
|
|
|
|
||
Fixed
|
|
2021 - 2028
|
|
1,652
|
|
|
0.4%
|
|
1,651
|
|
|
0.4%
|
||
Variable
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||
Total Yen denominated
|
|
|
|
1,652
|
|
|
|
|
1,651
|
|
|
|
||
Total unsecured debt
|
|
|
|
49,180
|
|
|
|
|
45,661
|
|
|
|
||
Total other(2)
|
|
|
|
(104
|
)
|
|
|
|
(265
|
)
|
|
|
||
Total debt
|
|
|
|
49,076
|
|
|
|
|
45,396
|
|
|
|
||
Less amounts due within one year
|
|
|
|
(5,362
|
)
|
|
|
|
(1,876
|
)
|
|
|
||
Long-term debt
|
|
|
|
$
|
43,714
|
|
|
|
|
$
|
43,520
|
|
|
|
(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.
|
(Amounts in millions)
|
|
Annual
|
||
Fiscal Year
|
|
Maturities
|
||
2021
|
|
$
|
5,362
|
|
2022
|
|
3,009
|
|
|
2023
|
|
2,830
|
|
|
2024
|
|
4,652
|
|
|
2025
|
|
4,367
|
|
|
Thereafter
|
|
28,960
|
|
|
Total
|
|
$
|
49,180
|
|
(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
|
||
June 27, 2018
|
|
$750
|
|
June 23, 2020
|
|
Floating
|
|
Floating
|
|
$
|
748
|
|
June 27, 2018
|
|
$1,250
|
|
June 23, 2020
|
|
Fixed
|
|
2.850%
|
|
1,247
|
|
|
June 27, 2018
|
|
$750
|
|
June 23, 2021
|
|
Floating
|
|
Floating
|
|
748
|
|
|
June 27, 2018
|
|
$1,750
|
|
June 23, 2021
|
|
Fixed
|
|
3.125%
|
|
1,745
|
|
|
June 27, 2018
|
|
$2,750
|
|
June 26, 2023
|
|
Fixed
|
|
3.400%
|
|
2,740
|
|
|
June 27, 2018
|
|
$1,500
|
|
June 26, 2025
|
|
Fixed
|
|
3.550%
|
|
1,490
|
|
|
June 27, 2018
|
|
$2,750
|
|
June 26, 2028
|
|
Fixed
|
|
3.700%
|
|
2,725
|
|
|
June 27, 2018
|
|
$1,500
|
|
June 28, 2038
|
|
Fixed
|
|
3.950%
|
|
1,473
|
|
|
June 27, 2018
|
|
$3,000
|
|
June 29, 2048
|
|
Fixed
|
|
4.050%
|
|
2,935
|
|
|
Various
|
|
$21
|
|
Various
|
|
Various
|
|
Various
|
|
21
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
15,872
|
|
(Amounts in millions)
|
|
Fiscal Year Ended January 31, 2020
|
||
Operating lease cost(1)
|
|
$
|
2,670
|
|
Finance lease cost:
|
|
|
||
Amortization of right-of-use assets
|
|
480
|
|
|
Interest on lease obligations
|
|
306
|
|
|
Variable lease cost
|
|
691
|
|
(Dollar amounts in millions)
|
|
Fiscal Year Ended January 31, 2020
|
||
Cash paid for amounts included in measurement of lease obligations:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
2,614
|
|
Operating cash flows from finance leases
|
|
278
|
|
|
Financing cash flows from finance leases
|
|
485
|
|
|
Assets obtained in exchange for operating lease obligations
|
|
2,151
|
|
|
Assets obtained in exchange for finance lease obligations
|
|
1,081
|
|
|
Weighted-average remaining lease term - operating leases
|
|
15.6 years
|
|
|
Weighted-average remaining lease term - finance leases
|
|
14.4 years
|
|
|
Weighted-average discount rate - operating leases
|
|
5.4
|
%
|
|
Weighted-average discount rate - finance leases
|
|
8.6
|
%
|
(1)
|
Represents minimum contractual obligation for non-cancelable leases with initial or remaining terms greater than 12 months as of January 31, 2019.
|
•
|
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.
|
•
|
The purchased portion of the investment in JD is measured using Level 1 inputs.
|
•
|
The portion of the investment in JD received in exchange for selling certain assets related to Yihaodian, the Company's former eCommerce operation in China, measured using Level 2 inputs. Fair value is determined primarily using quoted prices in active markets for similar assets.
|
(Amounts in millions)
|
Fair Value as of January 31, 2020
|
|
Fair Value as of January 31, 2019
|
||||
Investment in JD measured using Level 1 inputs
|
$
|
2,715
|
|
|
$
|
1,791
|
|
Investment in JD measured using Level 2 inputs
|
2,723
|
|
|
1,792
|
|
||
Total
|
$
|
5,438
|
|
|
$
|
3,583
|
|
|
January 31, 2020
|
|
January 31, 2019
|
|
||||||||||||
(Amounts in millions)
|
Notional Amount
|
|
Fair Value
|
|
Notional Amount
|
|
Fair Value
|
|
||||||||
Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges
|
$
|
4,000
|
|
|
$
|
97
|
|
(1)
|
$
|
4,000
|
|
|
$
|
(78
|
)
|
(2)
|
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as net investment hedges
|
3,750
|
|
|
455
|
|
(1)
|
2,250
|
|
|
334
|
|
(1)
|
||||
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges
|
4,067
|
|
|
(696
|
)
|
(2)
|
4,173
|
|
|
(272
|
)
|
(3)
|
||||
Total
|
$
|
11,817
|
|
|
$
|
(144
|
)
|
|
$
|
10,423
|
|
|
$
|
(16
|
)
|
|
(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 $350 million of cash flow hedges were classified in Deferred income taxes and other and $78 million of cash flow were classified in Other long-term assets in the Company's Consolidated Balance Sheets.
|
•
|
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.
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||||||||||
(Amounts in millions)
|
|
Carrying Value
|
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|||||||
Long-term debt, including amounts due within one year
|
|
$
|
49,076
|
|
|
$
|
57,769
|
|
|
$
|
45,396
|
|
|
$
|
49,570
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
U.S.
|
|
$
|
17,098
|
|
|
$
|
15,875
|
|
|
$
|
10,722
|
|
Non-U.S.
|
|
3,018
|
|
|
(4,415
|
)
|
|
4,401
|
|
|||
Total income before income taxes
|
|
$
|
20,116
|
|
|
$
|
11,460
|
|
|
$
|
15,123
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
2,794
|
|
|
$
|
2,763
|
|
|
$
|
2,998
|
|
U.S. state and local
|
|
587
|
|
|
493
|
|
|
405
|
|
|||
International
|
|
1,205
|
|
|
1,495
|
|
|
1,377
|
|
|||
Total current tax provision
|
|
4,586
|
|
|
4,751
|
|
|
4,780
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
663
|
|
|
(361
|
)
|
|
(22
|
)
|
|||
U.S. state and local
|
|
35
|
|
|
(16
|
)
|
|
(12
|
)
|
|||
International
|
|
(369
|
)
|
|
(93
|
)
|
|
(146
|
)
|
|||
Total deferred tax expense (benefit)
|
|
329
|
|
|
(470
|
)
|
|
(180
|
)
|
|||
Total provision for income taxes
|
|
$
|
4,915
|
|
|
$
|
4,281
|
|
|
$
|
4,600
|
|
|
|
Fiscal Years Ended January 31,
|
|||||||
|
|
2020
|
|
2019
|
|
2018
|
|||
U.S. statutory tax rate
|
|
21.0
|
%
|
|
21.0
|
%
|
|
33.8
|
%
|
U.S. state income taxes, net of federal income tax benefit
|
|
2.2
|
%
|
|
3.0
|
%
|
|
1.7
|
%
|
Impact of the Tax Act:
|
|
|
|
|
|
|
|
||
One-time transition tax
|
|
—
|
%
|
|
3.6
|
%
|
|
12.3
|
%
|
Deferred tax effects
|
|
—
|
%
|
|
(0.7
|
)%
|
|
(14.1
|
)%
|
Income taxed outside the U.S.
|
|
(1.0
|
)%
|
|
(3.4
|
)%
|
|
(6.3
|
)%
|
Disposition of Walmart Brazil
|
|
—
|
%
|
|
6.7
|
%
|
|
—
|
%
|
Valuation allowance
|
|
2.3
|
%
|
|
6.3
|
%
|
|
2.1
|
%
|
Net impact of repatriated international earnings
|
|
0.4
|
%
|
|
0.8
|
%
|
|
(0.1
|
)%
|
Federal tax credits
|
|
(0.8
|
)%
|
|
(1.3
|
)%
|
|
(0.9
|
)%
|
Enacted change in tax laws
|
|
(1.9
|
)%
|
|
—
|
%
|
|
—
|
%
|
Change in reserve for tax contingencies
|
|
2.5
|
%
|
|
0.6
|
%
|
|
(0.1
|
)%
|
Other, net
|
|
(0.3
|
)%
|
|
0.8
|
%
|
|
2.0
|
%
|
Effective income tax rate
|
|
24.4
|
%
|
|
37.4
|
%
|
|
30.4
|
%
|
|
|
January 31,
|
||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Loss and tax credit carryforwards
|
|
$
|
9,056
|
|
|
$
|
2,964
|
|
Accrued liabilities
|
|
2,483
|
|
|
2,135
|
|
||
Share-based compensation
|
|
250
|
|
|
245
|
|
||
Lease obligations
|
|
4,098
|
|
|
—
|
|
||
Other
|
|
1,020
|
|
|
1,131
|
|
||
Total deferred tax assets
|
|
16,907
|
|
|
6,475
|
|
||
Valuation allowances
|
|
(8,588
|
)
|
|
(2,448
|
)
|
||
Deferred tax assets, net of valuation allowances
|
|
8,319
|
|
|
4,027
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
4,621
|
|
|
4,175
|
|
||
Acquired intangibles
|
|
1,152
|
|
|
2,099
|
|
||
Inventory
|
|
1,414
|
|
|
1,354
|
|
||
Lease right of use assets
|
|
3,998
|
|
|
—
|
|
||
Mark-to-market investments
|
|
724
|
|
|
335
|
|
||
Other
|
|
700
|
|
|
564
|
|
||
Total deferred tax liabilities
|
|
12,609
|
|
|
8,527
|
|
||
Net deferred tax liabilities
|
|
$
|
4,290
|
|
|
$
|
4,500
|
|
|
|
January 31,
|
||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
||||
Balance Sheet classification
|
|
|
|
|
||||
Assets:
|
|
|
|
|
||||
Other long-term assets
|
|
$
|
1,914
|
|
|
$
|
1,796
|
|
|
|
|
|
|
|
|||
Liabilities:
|
|
|
|
|
||||
Deferred income taxes and other
|
|
6,204
|
|
|
6,296
|
|
||
|
|
|
|
|
|
|
||
Net deferred tax liabilities
|
|
$
|
4,290
|
|
|
$
|
4,500
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Unrecognized tax benefits, beginning of year
|
|
$
|
1,305
|
|
|
$
|
1,010
|
|
|
$
|
1,050
|
|
Increases related to prior year tax positions
|
|
516
|
|
|
620
|
|
|
130
|
|
|||
Decreases related to prior year tax positions
|
|
(15
|
)
|
|
(107
|
)
|
|
(254
|
)
|
|||
Increases related to current year tax positions
|
|
66
|
|
|
203
|
|
|
122
|
|
|||
Settlements during the period
|
|
(29
|
)
|
|
(390
|
)
|
|
(23
|
)
|
|||
Lapse in statutes of limitations
|
|
(26
|
)
|
|
(31
|
)
|
|
(15
|
)
|
|||
Unrecognized tax benefits, end of year
|
|
$
|
1,817
|
|
|
$
|
1,305
|
|
|
$
|
1,010
|
|
1.
|
A non-prosecution agreement (the "NPA") between the DOJ and the Company for a three-year term. Pursuant to the NPA, the Company paid a $138 million penalty and agreed to maintain the Company's anti-corruption compliance program for three years, certain reporting obligations for three years, and a limited monitorship with a third-party for two years regarding the Company's anti-corruption compliance program, with the possibility of a third year pending the results of the monitorship during the initial two-year period. The DOJ agreed that it will not prosecute the Company for any conduct described in the NPA provided that the Company performs its obligations under the NPA for the three-year term.
|
2.
|
A plea agreement (the "Plea Agreement") entered into for a three-year term by the DOJ and WMT Brasilia S.a.r.l., an indirect wholly-owned foreign subsidiary of the Company ("WMT Brasilia") that previously owned a majority stake of the Company's Brazilian business. Through the Plea Agreement, entered in the United States District Court for the Eastern District of Virginia, WMT Brasilia pled guilty to one count of causing a books and records violation of the FCPA. The Company on behalf of WMT Brasilia was assessed a $4 million penalty, including forfeiture, that was deducted from the amount paid by the Company under the NPA.
|
3.
|
A Cease-and-Desist Order entered into by the SEC in a civil administrative proceeding (the "SEC Order"), the entry of which the Company consented to with respect to certain violations of the books and records and internal controls provisions of the FCPA. The Company paid $145 million in disgorgement and interest, and agreed to make certain reports to the SEC on its anti-corruption compliance and remediation efforts for two years, and cease and desist any violations of the books and records and internal controls provisions of the FCPA.
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Defined contribution plans:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
1,184
|
|
|
$
|
1,165
|
|
|
$
|
1,124
|
|
International
|
|
177
|
|
|
126
|
|
|
126
|
|
|||
Total contribution expense for defined contribution plans
|
|
$
|
1,361
|
|
|
$
|
1,291
|
|
|
$
|
1,250
|
|
•
|
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.
|
(Amounts in millions)
|
|
Walmart U.S.
|
|
Walmart International
|
|
Sam's Club
|
|
Corporate and support
|
|
Consolidated
|
||||||||||
Fiscal Year Ended January 31, 2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
341,004
|
|
|
$
|
120,130
|
|
|
$
|
58,792
|
|
|
$
|
—
|
|
|
$
|
519,926
|
|
Operating income (loss)
|
|
17,380
|
|
|
3,370
|
|
|
1,642
|
|
|
(1,824
|
)
|
|
20,568
|
|
|||||
Interest, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,410
|
)
|
|||||
Other gains and (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,958
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,116
|
|
||||
Total assets
|
|
$
|
110,353
|
|
|
$
|
105,811
|
|
|
$
|
13,494
|
|
|
$
|
6,837
|
|
|
$
|
236,495
|
|
Depreciation and amortization
|
|
6,408
|
|
|
2,682
|
|
|
605
|
|
|
1,292
|
|
|
10,987
|
|
|||||
Capital expenditures
|
|
6,315
|
|
|
2,801
|
|
|
525
|
|
|
1,064
|
|
|
10,705
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal Year Ended January 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
331,666
|
|
|
$
|
120,824
|
|
|
$
|
57,839
|
|
|
$
|
—
|
|
|
$
|
510,329
|
|
Operating income (loss)
|
|
17,386
|
|
|
4,883
|
|
|
1,520
|
|
|
(1,832
|
)
|
|
21,957
|
|
|||||
Interest, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,129
|
)
|
|||||
Other gains and (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,368
|
)
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
11,460
|
|
||||
Total assets
|
|
$
|
105,114
|
|
|
$
|
97,066
|
|
|
$
|
12,893
|
|
|
$
|
4,222
|
|
|
$
|
219,295
|
|
Depreciation and amortization
|
|
6,201
|
|
|
2,590
|
|
|
639
|
|
|
1,248
|
|
|
10,678
|
|
|||||
Capital expenditures
|
|
6,034
|
|
|
2,661
|
|
|
450
|
|
|
1,199
|
|
|
10,344
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal Year Ended January 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
318,477
|
|
|
$
|
118,068
|
|
|
$
|
59,216
|
|
|
$
|
—
|
|
|
$
|
495,761
|
|
Operating income (loss)
|
|
16,995
|
|
|
5,229
|
|
|
915
|
|
|
(2,702
|
)
|
|
20,437
|
|
|||||
Interest, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,178
|
)
|
|||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
(3,136
|
)
|
|||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
15,123
|
|
||||
Total assets
|
|
$
|
104,347
|
|
|
$
|
81,549
|
|
|
$
|
13,418
|
|
|
$
|
5,208
|
|
|
$
|
204,522
|
|
Depreciation and amortization
|
|
6,005
|
|
|
2,601
|
|
|
698
|
|
|
1,225
|
|
|
10,529
|
|
|||||
Capital expenditures
|
|
5,680
|
|
|
2,607
|
|
|
626
|
|
|
1,138
|
|
|
10,051
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
U.S. operations
|
|
$
|
402,532
|
|
|
$
|
392,265
|
|
|
$
|
380,580
|
|
Non-U.S. operations
|
|
121,432
|
|
|
122,140
|
|
|
119,763
|
|
|||
Total revenues
|
|
$
|
523,964
|
|
|
$
|
514,405
|
|
|
$
|
500,343
|
|
|
|
|
|
|
|
|
||||||
Long-lived assets
|
|
|
|
|
|
|
||||||
U.S. operations
|
|
$
|
86,944
|
|
|
$
|
81,144
|
|
|
$
|
81,478
|
|
Non-U.S. operations
|
|
40,105
|
|
|
30,251
|
|
|
33,340
|
|
|||
Total long-lived assets
|
|
$
|
127,049
|
|
|
$
|
111,395
|
|
|
$
|
114,818
|
|
(Amounts in millions)
|
|
Fiscal Years Ended January 31,
|
||||||
Walmart U.S. net sales by merchandise category
|
|
2020
|
|
2019
|
||||
Grocery
|
|
$
|
190,550
|
|
|
$
|
184,202
|
|
General merchandise
|
|
109,600
|
|
|
108,739
|
|
||
Health and wellness
|
|
37,507
|
|
|
35,788
|
|
||
Other categories
|
|
3,347
|
|
|
2,937
|
|
||
Total
|
|
$
|
341,004
|
|
|
$
|
331,666
|
|
(Amounts in millions)
|
|
Fiscal Years Ended January 31,
|
||||||
Walmart International net sales by market
|
|
2020
|
|
2019
|
||||
Mexico and Central America
|
|
$
|
33,350
|
|
|
$
|
31,790
|
|
United Kingdom
|
|
29,243
|
|
|
30,547
|
|
||
Canada
|
|
18,420
|
|
|
18,613
|
|
||
China
|
|
10,671
|
|
|
10,702
|
|
||
Other
|
|
28,446
|
|
|
29,172
|
|
||
Total
|
|
$
|
120,130
|
|
|
$
|
120,824
|
|
(Amounts in millions)
|
|
Fiscal Year Ended January 31, 2020
|
||||||
Sam’s Club net sales by merchandise category
|
|
2020
|
|
2019
|
||||
Grocery and consumables
|
|
$
|
35,328
|
|
|
$
|
33,708
|
|
Fuel, tobacco and other categories
|
|
11,296
|
|
|
12,110
|
|
||
Home and apparel
|
|
5,478
|
|
|
5,452
|
|
||
Health and wellness
|
|
3,371
|
|
|
3,181
|
|
||
Technology, office and entertainment
|
|
3,319
|
|
|
3,388
|
|
||
Total
|
|
$
|
58,792
|
|
|
$
|
57,839
|
|
Record Date
|
|
Payable Date
|
March 20, 2020
|
|
April 6, 2020
|
May 8, 2020
|
|
June 1, 2020
|
August 14, 2020
|
|
September 8, 2020
|
December 11, 2020
|
|
January 4, 2021
|
|
|
Fiscal Year Ended January 31, 2020
|
||||||||||||||||||
(Amounts in millions, except per share data)
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Total
|
||||||||||
Total revenues
|
|
$
|
123,925
|
|
|
$
|
130,377
|
|
|
$
|
127,991
|
|
|
$
|
141,671
|
|
|
$
|
523,964
|
|
Net sales
|
|
122,949
|
|
|
129,388
|
|
|
126,981
|
|
|
140,608
|
|
|
519,926
|
|
|||||
Cost of sales
|
|
93,034
|
|
|
97,923
|
|
|
95,900
|
|
|
107,748
|
|
|
394,605
|
|
|||||
Consolidated net income
|
|
3,906
|
|
|
3,680
|
|
|
3,321
|
|
|
4,294
|
|
|
15,201
|
|
|||||
Consolidated net income attributable to Walmart
|
|
3,842
|
|
|
3,610
|
|
|
3,288
|
|
|
4,141
|
|
|
14,881
|
|
|||||
Basic net income per common share attributable to Walmart(1)
|
|
1.34
|
|
|
1.27
|
|
|
1.16
|
|
|
1.46
|
|
|
5.22
|
|
|||||
Diluted net income per common share attributable to Walmart(1)
|
|
1.33
|
|
|
1.26
|
|
|
1.15
|
|
|
1.45
|
|
|
5.19
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Fiscal Year Ended January 31, 2019
|
||||||||||||||||||
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Total
|
||||||||||
Total revenues
|
|
$
|
122,690
|
|
|
$
|
128,028
|
|
|
$
|
124,894
|
|
|
$
|
138,793
|
|
|
$
|
514,405
|
|
Net sales
|
|
121,630
|
|
|
127,059
|
|
|
123,897
|
|
|
137,743
|
|
|
510,329
|
|
|||||
Cost of sales
|
|
91,707
|
|
|
95,571
|
|
|
93,116
|
|
|
104,907
|
|
|
385,301
|
|
|||||
Consolidated net income (loss)
|
|
2,276
|
|
|
(727
|
)
|
|
1,817
|
|
|
3,813
|
|
|
7,179
|
|
|||||
Consolidated net income (loss) attributable to Walmart
|
|
2,134
|
|
|
(861
|
)
|
|
1,710
|
|
|
3,687
|
|
|
6,670
|
|
|||||
Basic net income (loss) per common share attributable to Walmart(1)
|
|
0.72
|
|
|
(0.29
|
)
|
|
0.58
|
|
|
1.27
|
|
|
2.28
|
|
|||||
Diluted net income (loss) per common share attributable to Walmart(1)
|
|
0.72
|
|
|
(0.29
|
)
|
|
0.58
|
|
|
1.27
|
|
|
2.26
|
|
(1)
|
The sum of quarterly amounts may not agree to annual amount due to rounding and the impact of a decreasing amount of shares outstanding during the year.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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(b)
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The required exhibits are filed as part of this Form 10-K or are incorporated by reference herein.(1)
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3.1
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3.2
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4.1
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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)
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4.2
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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)
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4.3
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4.4
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4.5
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4.6
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4.7
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4.8*
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.7(a)*
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10.8*
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10.9*
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10.10
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10.11
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10.12
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10.13
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10.14
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10.15
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10.16*
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10.17*
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10.18
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10.19
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21*
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23*
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31.1*
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31.2*
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32.1**
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32.2**
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99.1*
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed herewith as an Exhibit.
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**
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Furnished herewith as an Exhibit.
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(C)
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This Exhibit is a management contract or compensatory plan or arrangement
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(P)
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This Exhibit was originally filed in paper format. Accordingly, a hyperlink has not been provided.
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(1)
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Certain instruments defining the rights of holders of long-term debt securities of the Registrant are omitted pursuant to Item601(b)(4)(iii) of Regulation S-K. The Company hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
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ITEM 16.
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FORM 10-K SUMMARY
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Walmart Inc.
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Date: March 20, 2020
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By
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/s/ C. Douglas McMillon
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C. Douglas McMillon
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President and Chief Executive Officer
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Date: March 20, 2020
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By
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/s/ C. Douglas McMillon
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C. Douglas McMillon
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President and Chief Executive Officer and Director
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(Principal Executive Officer)
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Date: March 20, 2020
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By
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/s/ Gregory B. Penner
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Gregory B. Penner
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Chairman of the Board and Director
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Date: March 20, 2020
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By
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/s/ M. Brett Biggs
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M. Brett Biggs
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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Date: March 20, 2020
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By
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/s/ David M. Chojnowski
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David M. Chojnowski
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Senior Vice President and Controller
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(Principal Accounting Officer)
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Date: March 20, 2020
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By
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/s/ Cesar Conde
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Cesar Conde
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Director
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Date: March 20, 2020
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By
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/s/ Timothy P. Flynn
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Timothy P. Flynn
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Director
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Date: March 20, 2020
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By
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/s/ Sarah Friar
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Sarah Friar
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Director
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Date: March 20, 2020
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By
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/s/ Carla A. Harris
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Carla A. Harris
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Director
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Date: March 20, 2020
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By
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/s/ Thomas W. Horton
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Thomas W. Horton
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Director
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Date: March 20, 2020
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By
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/s/ Marissa A. Mayer
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Marissa A. Mayer
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Director
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Date: March 20, 2020
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By
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/s/ Steven S Reinemund
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Steven S Reinemund
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Director
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Date: March 20, 2020
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By
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/s/ S. Robson Walton
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S. Robson Walton
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Director
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Date: March 20, 2020
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By
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/s/ Steuart L. Walton
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Steuart L. Walton
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Director
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i.
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vacancies on our board of directors, and any new director positions created by the expansion of our board of directors, may be filled only by a majority of the directors then in office, subject to certain exceptions;
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ii.
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our Bylaws establish an advance notice procedure for shareholders to submit proposed nominations of persons for election to our board of directors and other proposals for business to be brought before an annual meeting of our shareholders;
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iii.
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our board of directors may issue up to 100,000,000 shares of preferred stock, with designations, rights and preferences as may be determined from time to time by our board of directors; and
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iv.
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our Bylaws may be amended by our shareholders or our board of directors.
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•
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a stockholder who owns 15% or more of the Company’s outstanding voting stock (otherwise known as an “interested stockholder”);
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•
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an affiliate of an interested stockholder; or
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•
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an associate of an interested stockholder,
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•
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the board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;
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•
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after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of the Company’s voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of Common Stock; or
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•
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on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at a meeting of the Company’s stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
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i.
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any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that beneficial owner, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that beneficial owner, if that beneficial owner is an estate, trust, partnership or corporation, and the United States, including that beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or (B) the presentation of a Note for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for;
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ii.
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any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
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iii.
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any tax, assessment or other governmental charge imposed by reason of that beneficial owner’s past or present status as a passive foreign investment company, a controlled
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iv.
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any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on such holder’s Notes;
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v.
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any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on any Note if that payment can be made without withholding by any other paying agent;
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vi.
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any tax, assessment or other governmental charge which would not have been imposed but for the failure of a beneficial owner or any holder of Notes to comply with our request to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the beneficial owner or any holder of the Notes, if such compliance is required by statute or by regulation of the U.S. Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge, including, without limitation, any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”);
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vii.
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any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of our Company or (B) a controlled foreign corporation that is related to us within the meaning of Section 864(d)(4) of the Code;
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viii.
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any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or
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ix.
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any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii).
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•
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100% of the principal amount of the Notes to be redeemed; or
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i.
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we fail to pay interest on any outstanding debt securities of that series when that interest is due and payable and that failure continues for 30 days;
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ii.
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we fail to pay principal of or premium, if any, on any outstanding debt securities of that series when that principal or premium, if any, is due and payable;
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iii.
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we fail to perform or we breach any covenant or warranty in the Indenture with respect to any outstanding debt securities of that series and that failure continues for 90 days after we receive written notice of that default;
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iv.
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certain events of bankruptcy, insolvency or reorganization occur with respect to us; or
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v.
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any other event occurs that is designated as an event of default with respect to the particular series of debt securities when that particular series of debt security is established.
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i.
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such holder has previously given written notice to the trustee of a continuing event of default with respect to the debt securities of such series;
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ii.
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the holders of not less than 25% in principal amount of the outstanding debt securities of such series have made a written request to the trustee to institute proceedings in respect of such event of default in its own name as trustee;
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iii.
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such holder or holders have offered to the trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;
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iv.
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the trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
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v.
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no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of the outstanding debt securities of such series;
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Name of Grantee:
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Grant Date:
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Number of Shares:
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Dollar Value of Award
as of Grant Date:
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Walmart Identification Number:
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Percentage of
Restricted Stock Vesting
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Vesting Date
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Name of Grantee:
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Grant Date:
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Number of Performance-Based Restricted Stock Units at Target Performance:
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Performance Period:
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Vesting Date:
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Walmart Identification Number:
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1.
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Grant of Performance-Based Restricted Stock Units. Walmart has granted to you, effective on the Grant Date, the PRSUs, which consist of the right to receive a number of Shares underlying the PRSUs set forth above (as further determined in Paragraph 5 below), subject to certain vesting conditions.
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1.
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within 150 days of the Vesting Date; or
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2.
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within 74 days of an Accelerated Vesting pursuant to Paragraph 8 below.
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9.
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Permanent Transfers Between Walmart and Walmart Affiliates.
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I.
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Acknowledgements
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a)
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Walmart is a major retail operation, with stores located throughout the United States, territories of the United States and in certain foreign countries;
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b)
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Associate will become Global Chief Technology Officer and Chief Development Officer, which is a key executive officer position appointed by the Walmart Board of Directors and Associate will report to the President and Chief Executive Officer of Walmart, who is located at Corporate;
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c)
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As an essential part of its business, Walmart has cultivated, established and maintained long-term customer and vendor relationships and goodwill, and competitive advantages which are difficult to develop and maintain, have required and continue to require a significant investment of time, effort and expense, and that can suffer significantly and irreparably upon the departure of key officers, regardless of whether the officer has been personally involved in developing or maintaining the relationships, goodwill or competitive advantages;
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d)
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In the development of its business, Walmart has expended a significant amount of time, money and effort in developing, maintaining and protecting private, sensitive, confidential, proprietary and trade secret information including but not limited to, information regarding Walmart’s products or services, strategies, research and development efforts, logistics, transportation, selling and delivery plans, geographic markets, developing or potential geographic markets, developing or potential product markets, mergers, acquisitions, divestitures, data, business methods, computer programs and related source and object code, supplier and customer relationships, contacts and information, methods or sources of product manufacture, know-how, product or service cost or pricing, personnel allocation or organizational structure, business, marketing, development and expansion or contraction plans, information concerning the legal or financial affairs of Walmart, any other non-public information, and any other information protected by the Nondisclosure and Restricted Use Agreement executed by
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e)
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As Global Chief Technology Officer and Chief Development Officer, Associate will have access to Confidential Information that would be of considerable value to Walmart’s global and domestic competitors and potential competitors; and
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f)
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Associate acknowledges that Walmart is entitled to take appropriate steps to ensure:
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i.
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That its associates do not misappropriate or make any other improper use of Confidential Information;
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ii.
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That no individual associate, competitor or potential competitor gains an unfair, competitive advantage over Walmart; and
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iii.
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That its competitors and potential competitors do not improperly gain access to or make any use of Confidential Information in their efforts to compete against, or cause harm to, Walmart.
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II.
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Transition Payments
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a)
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Transition Payments will not be paid if Associate is terminated as the result of Associate’s violation of any Walmart policy.
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b)
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No Transition Payments will be paid if Associate voluntarily resigns or retires from employment with Walmart.
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c)
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Receipt of Transition Payments is contingent on Associate executing a waiver and release of claims at the time of Associate’s separation from employment with Walmart in a form that is satisfactory to Walmart.
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d)
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Given the availability of other programs designed to provide financial protection in such circumstances, Transition Payments will not be paid under this Agreement if Associate dies or becomes disabled on or before the Separation Date. If Associate dies during the period when Transition Payments are being made, Transition Payments will cease, and Associate’s heirs will not be entitled to the continuation of such payments. Transition Payments will not be affected should Associate become disabled after the Separation Date.
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e)
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Associate’s violation of the obligations under Sections IV, V or VI, below, or any other act that is materially harmful to Walmart’s business interests while the Agreement remains in effect, will result in the immediate termination of the Transition Payments, the recovery of the Transition Payments already made, and any other remedies that may be available to Walmart. In such event, Associate acknowledges that this Agreement and Associate's obligations hereunder shall continue per their terms and that Associate shall not claim that the Agreement fails for lack of consideration in light of the Sign-On Bonus and Initial Employment specifically referenced and incorporated above.
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f)
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Transition Payments will be paid on the following schedule based on length of service:
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i.
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Should Associate's Separation Date be on or before January 31, 2020, the Transition Payment will be equivalent to three (3) months of base salary, and will be paid within thirty (30) days of the Separation Date;
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ii.
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Should Associate's Separation Date be anytime between February 1, 2020 through January 31, 2021, the Transition Payment will be one (1) year of base salary. 50% of such Transition Payment will be paid within thirty (30) days of the Separation Date and the remainder will be paid in accordance with subsection iv below; and
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iii.
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Should Associate's Separation Date be on or after February 1, 2021, the Transition Payment will be two (2) years of base salary. 25% of such Transition Payment will be paid within thirty (30) days of the Separation Date and the remainder will be paid in accordance with subsection iv below.
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iv.
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The remainder of the Transition Payments per subsection ii and iii above shall commence on the first regularly scheduled pay period six (6) months after Associate’s termination and
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g)
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Receipt of Transition Payments will not entitle Associate to participate during the Transition Period in any other incentive, restricted stock, performance share, stock option, stock incentive, profit sharing, management incentive or other associate benefit plan or program maintained by Walmart; except that, Associate will be entitled to participate in such plans or programs to the extent that the terms of the plan or program provide for participation by former associates. Such participation, if any, shall be governed by the terms of the applicable plan or program.
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III.
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Benefits
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IV.
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Covenant Not to Compete and Non-Solicitation of Associates
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a)
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For a period of two (2) years from the date on which Associate’s employment with Walmart terminates, and regardless of the cause or reason for such termination, Associate will not directly or indirectly:
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i.
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Own, manage, operate, finance, join, control, advise, consult, render services to, have a current or future interest in, or participate in the ownership, management, operation, financing or control of, or be employed by or connected in any manner with, any Competing Business as defined below in Section IV (b) (i) and/or any Global Retail Business as defined below in Section IV (b) (ii); and/or
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ii.
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Participate in any other activity that risks the use or disclosure of Confidential Information either overtly by the Associate or inevitably through the performance of such activity by the Associate; and/or
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iii.
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Solicit for employment, hire or offer employment to, or otherwise aid or assist any person or entity other than Walmart in soliciting for employment, hiring, or offering employment to, any officer, officer equivalent or management associate of Walmart, or any of its subsidiaries or affiliates.
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b)
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i. For purposes of this Agreement, the term “Competing Business” shall include
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1.
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Sells goods or merchandise at retail to consumers and/or businesses (whether through physical locations, via the internet or combined) or has plans to sell goods or merchandise at retail to consumers and/or businesses (whether through physical locations, via the internet or combined) within twelve (12) months following Associate’s last day of employment with Walmart in the United States; and
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2.
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Has gross annual consolidated sales volume or revenues attributable to its retail operations (whether through physical locations, via the internet or combined) equal to or in excess of U.S. $7 billion.
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ii.
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For purposes of this Agreement, the term “Global Retail Business” shall include any general or specialty retail, grocery, wholesale membership club or merchandising business, inclusive of its respective parent companies, subsidiaries and/or affiliates, that:
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1.
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In any country or countries outside of the United States in which Walmart conducts business or intends to conduct business in the twelve (12) months following Associate’s last day of employment with Walmart, sells goods or merchandise at retail to consumers and/or businesses (whether through physical locations, via the internet or combined); and
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2.
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Has gross annual consolidated sales volume or revenues attributable to its retail operations (whether through physical locations, via the internet or combined) equal to or in excess of U.S. $7 billion in any country pursuant to
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3.
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(b) (ii) (1) or in the aggregate equal to or in excess of U.S. $7 billion in any countries taken together pursuant to (b) (ii) (1) when no business in any one country has annual consolidated sales volume or revenues attributable to its retail operations equal to or in excess of U.S. $7 billion.
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iii.
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For purposes of this Agreement, the term “Management Associate” shall mean any domestic or international associate holding the title of “manager” or above.
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iv.
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For purposes of this Agreement, the term “Officer” shall mean any domestic Walmart associate who holds a title of Vice President or above.
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v.
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For purposes of this Agreement, the term “Officer Equivalent” shall mean any non-U.S. Walmart associate who Walmart views as holding a position equivalent to an officer position, such as managers and directors in international markets, irrespective of whether such managers and directors are on assignment in the U.S.
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c)
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Ownership of an investment of less than the greater of $25,000 or 1% of any class of equity or debt security of a Competing Business and/or a Global Retail Business will not be deemed ownership or participation in ownership of a Competing Business and/or a Global Retail Business for purposes of this Agreement.
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d)
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The covenant not to compete contained in this Section IV shall bind Associate, and shall remain in full force and effect, regardless of whether Associate qualifies or continues to remain eligible, for the Transition Payments described in Section II above. Termination of the Transition Payments pursuant to Section II will not release Associate from Associate’s obligations under this Section IV or Section V and VI.
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V.
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Future Assistance
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VI.
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Preservation of Confidential Information
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VII.
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Remedies for Breach
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VIII.
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Severability
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IX.
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Nature of the Relationship
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X.
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Entire Agreement
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XI.
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Modification
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XII.
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Successors and Assigns
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XIII.
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Counterparts
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XIV.
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Governing Law and Venue
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a)
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Submit themselves to the personal jurisdiction of such courts;
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b)
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Agree to service of such courts’ process upon them with respect to any such proceeding;
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c)
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Waive any objection to venue laid therein; and
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d)
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Consent to service of process by registered mail, return receipt requested.
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XV.
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Statement of Understanding
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a)
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That Associate has received a copy of this Agreement,
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b)
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That Associate has read the Agreement carefully before signing it,
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c)
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That Associate has had ample opportunity to ask questions concerning the Agreement and has had the opportunity to discuss the Agreement with legal counsel of Associate’s own choosing, and
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d)
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That Associate understands the rights and obligations under this Agreement and enters into this Agreement voluntarily.
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1.
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Employment. The Associate shall remain employed by Walmart on a full-time basis in his current role as Executive Vice President, President and Chief Executive Officer, Walmart U.S. through October 31, 2019. From November 1, 2019 through and including January 31, 2020 (the “Transitional Period”), the Associate shall remain employed by Walmart as an Executive Vice President in a transitional role, continuing to report to Walmart’s President and Chief Executive Officer. The parties acknowledge that the Associate’s employment with Walmart will terminate on the close of business on January 31, 2020 (the “Separation Date,” unless the parties mutually agree in writing that the Associate’s employment shall terminate on a different date, in which case such other date shall be the Separation Date). During the Transitional Period, the Associate shall:
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a)
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be available for consultation and advice to Walmart’s management and Board of Directors (the “Board”);
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b)
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consult with Walmart’s management on strategic matters, including ongoing and future initiatives relating to Walmart’s U.S. segment; and
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c)
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assist with the transition of the oversight and management of Walmart’s U.S. segment.
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2.
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Compensation During Remaining Term of Employment. The Associate shall receive the following compensation during the remainder of his employment:
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a)
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Base Salary. Through to and including the Separation Date, the Associate shall continue to be paid his current annualized base salary of $1,163,887, less applicable withholding.
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b)
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Incentive Payments and Equity Awards. Unless the Associate either voluntarily terminates his employment with Walmart in writing with an effective date prior to the Separation Date or is terminated for Cause prior to the end of the Transitional Period, the Associate will receive the following benefits:
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(i)
|
an annual cash incentive payment under Walmart’s FY20 Management Incentive Plan for the fiscal year ending January 31, 2020 (“2020 MIP”), in accordance with the terms and conditions set forth in the 2020 MIP. The Associate’s target payout under the 2020 MIP is $2,094,997, less applicable withholding, with the final payout to be calculated based on Walmart’s achievement of the pre-established performance goals under the 2020 MIP. The Associate will not be eligible for an annual cash incentive payout for the fiscal year ending January 31, 2021 or any subsequent fiscal year.
|
(ii)
|
full vesting in all of the Global Share-Settled Performance-Based Restricted Stock Units (“PRSUs”) awarded to the Associate on January 23, 2017, in accordance with the terms and conditions set forth in the written award agreement. As of October 9, 2019, the number of shares underlying PRSUs held by the Associate is 100,842, less applicable withholding. The Associate will not be eligible for an annual performance equity payout for the fiscal year ending January 31, 2021 or any subsequent fiscal year.
|
(iii)
|
24,381 shares of restricted stock, less applicable withholding, awarded to the Associate on January 23, 2017 and scheduled to vest on January 21, 2020, in accordance with the terms and conditions set forth in the written award agreement.
|
c)
|
Future Equity Grants. The Associate will not be eligible for any future equity grants under Walmart’s Stock Incentive Plan. All restricted stock awards, performance shares, performance equity, restricted stock rights, stock options, and any other equity awards issued to the Associate under Walmart’s equity compensation plans that are not vested as of the Separation Date shall be forfeited and cancelled as of the Separation Date.
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d)
|
Other Payments and Benefits. The Associate shall be entitled to participate in and receive benefits under the employee benefit plans and programs available to associates in comparable positions through the Separation Date (except as limited by Sections 2(b) and 2(c) above), including (but not limited to) the Associate’s entitlement to use his remaining PTO and personal aircraft use hours (subject to availability and Walmart’s Global Aviation Policy) during the Transitional Period. To the extent the Associate has unused PTO as of the Separation Date, up to 5 days of remaining PTO will be paid out to the Associate.
|
3.
|
Separation Payments and Benefits. Subject to compliance with the terms, provisions, and conditions of this Agreement, the Associate shall receive total separation payments and other benefits as described below. The Associate agrees and acknowledges that if the Associate voluntarily resigns from employment in writing with an effective date prior to the Separation Date or is terminated from employment for Cause prior to the Separation Date, he will not be entitled to the payments or other benefits described in this Section 3 or for damages in lieu thereof or for any loss of opportunity relating thereto. None of the payments or other benefits described in this Section 3 are due, payable or earned until the Separation Date.
|
a)
|
Transition Payments. The Associate shall receive total transition payments of $2,327,775, less applicable withholding (the “Transition Payments”). As soon as practical after the Separation Date, but not to exceed 30 calendar days after the Separation Date, the Associate will receive the first installment of the Transition Payments in a lump-sum payment in the amount of $581,944, less applicable withholding. Thereafter, the Associate shall receive the remaining $1,745,831 of the Transition Payments, less applicable withholding, over an eighteen (18) month period in equal bi-weekly installments beginning at the end of the regularly scheduled pay period that is six (6) months after the Separation Date. Such amounts are inclusive of all amounts to which the Associate would have been entitled under the Post-Termination Agreement and Covenant Not to Compete entered into as of July 23, 2014 between the Associate and Walmart. (the “Non-Competition Agreement”).
|
b)
|
Bonus Payment. The Associate shall also receive a bonus payment of $2,500,000, less applicable withholding (the “Bonus Payment”), to be paid within 90 days of the Separation Date. The Associate must remain employed through the Separation Date in order to receive the Bonus Payment.
|
4.
|
Other Benefits. After the Separation Date, Walmart will provide the Associate certain benefits in accordance with the terms and conditions of the Walmart plan or program pursuant to which such benefits were issued, including (but not limited to) the following:
|
a)
|
COBRA. At the Associate’s election and at the Associate’s expense, the Associate may choose to continue the Associate’s group medical and dental coverage for up to eighteen (18) months from the Separation Date under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”).
|
b)
|
Deferred Compensation and Retirement Benefits. All retirement benefits and deferred compensation (including deferred equity awards) which are vested as of the Associate’s Separation Date shall be distributed to the Associate in accordance with the terms of the applicable plans and the Associate’s elections on file, including but (not limited to) benefits to which the Associate is entitled under the Walmart’s 401(k) Plan and Deferred Compensation Matching Plan, subject to subsection (d) below.
|
c)
|
Other Payments and Benefits. The Associate is not entitled to any other payments or benefits not provided for in this Agreement, unless the payment or benefit is provided for through the Associate’s participation in an established Walmart-sponsored benefit plan or program. In addition, unless otherwise provided for in the plan or provided for in this Agreement, the Associate’s participation in all Walmart-sponsored benefit plans or programs will end on the Separation Date.
|
d)
|
Section 409A. Notwithstanding anything contained herein or in any Walmart-sponsored plan to the contrary, the Associate acknowledges that any and all distributions of benefits under any Walmart deferred compensation plan which is subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), shall not commence until six (6) months after the Associates incurs a “separation from service” as defined in Section 409A.
|
5.
|
Releases.
|
a)
|
Release and Waiver of Claims. In exchange for, and in consideration of, the payments, benefits, and other commitments described above, the Associate releases Walmart from any and all claims of any kind, whether known or unknown, that arose up to and including the date the Associate signs this Agreement (including claims arising out of or relating to the termination of the Associate’s employment with Walmart). For illustration purposes and not as a limitation, the claims the Associate is releasing include any claims for damages, costs, attorneys’ fees, expenses, compensation or any other monetary recovery. Further, the Associate specifically waives and releases all claims he may have that arose up to and including the date the Associate signs this Agreement (including claims arising out of or relating to the termination of the Associate’s employment with Walmart) regarding veteran’s status; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Equal Pay Act; the Americans With Disabilities Act of 1990, as amended; the Rehabilitation Act of 1973, as amended; the Age Discrimination in Employment Act, as amended (“ADEA”); the Family and Medical Leave Act (“FMLA”), as amended; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Genetic Information Non-Discrimination Act; the Immigration Reform and Control Act, as amended; the Workers Adjustment and Retraining Notification Act (“WARN”), as amended; any applicable state WARN-like statute; the Occupational Safety and Health Act, as amended; the Sarbanes-Oxley Act of 2002; the Consolidated Omnibus Budget Reconciliation Act (COBRA); the Employee Retirement Income Security Act of 1974, as amended; the National Labor Relations Act; the Fair Labor Standards Act (FLSA); the Massachusetts Overtime Law; the Massachusetts Payment of Wages Law; the Massachusetts Fair Employment Practices Act; the New Jersey Conscientious Employee Protection Act, N.J.S.A. 34:19-1, et seq.; the New Jersey Law Against Discrimination; the West Virginia Human Rights Act, W. Va. CSR §77-6-3; the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code; the Wage Orders of the California Industrial Welfare Commission; the California Unfair Business Practices law (Cal. Bus. and Prof. Code Sec. 17200, et seq.); California WARN (CA Labor Code Section 1400-1408); and all state or local statutes, ordinances, or regulations regarding anti-discrimination employment laws, as well as all matters arising under federal, state, or local law involving any tort, employment contract (express or implied), public policy, wrongful discharge, retaliation, and leaves of absence claims; and any claims related to emotional distress, mental anguish, benefits, or any other claim brought under local, state or federal law.
|
b)
|
Release of Age Discrimination Claims. With respect to the Associate’s release and waiver of claims under the ADEA as described in Section 5(a) above, the Associate agrees and acknowledges the following:
|
(i)
|
The Associate has reviewed this Agreement carefully and understands its terms and conditions. The Associate has been advised, and by this Agreement is again advised, to consult with an attorney of the Associate’s choice prior to entering into this Agreement.
|
(ii)
|
The Associate shall have twenty-one (21) days from receipt of this Agreement to consider and execute the Agreement by fully executing it below and returning it to Walmart; otherwise, the terms and provisions of this Agreement become null and void. The Associate agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original review period.
|
(iii)
|
The Associate will have a period of seven (7) calendar days after Associate signs the Agreement during which to revoke the Agreement. The Associate must provide written notice of revocation during the seven (7) day period to Jackie Telfair, Senior Vice President, Global Total Rewards. Any revocation within this period must expressly state, “I hereby revoke my Agreement.” The written revocation must be delivered to Jackie Telfair, Senior Vice President, Global Total Rewards, or to her successor, and be postmarked within seven (7) calendar days of the Associate’s execution of this Agreement. This Agreement will not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday, then the revocation period will not expire until the next following day that is not a Saturday, Sunday, or legal holiday.
|
(iv)
|
The Associate knows that he is waiving his rights under the ADEA and does so voluntarily. The Associate realizes the waiver does not include any ADEA rights which may arise after the Associate signs this Agreement. By signing this Agreement, the Associate acknowledges that he is receiving consideration that the Associate would not otherwise be entitled to receive.
|
(v)
|
No payments pursuant to Section 3 of this Agreement shall occur or be effective until after (1) the Associate has executed and delivered this Agreement to Walmart, (2) the above-mentioned seven-day revocation period has expired, and (3) the Associate has separated from employment with Walmart as set forth in Section 1 of this Agreement.
|
c)
|
Limitation of Release. Nothing in this Agreement releases or impairs claims for workers’ compensation or unemployment benefits. Nothing in this Agreement prevents Associate from pursuing administrative claims with or otherwise assisting government agencies, including engaging in or participating in an investigation or proceeding conducted by, or providing information to, the EEOC, NLRB, the Securities and Exchange Commission, or any federal, state or local agency charged with the enforcement of employment or other laws. Associate acknowledges and agrees, however, that the transition payments set forth in Section 3 of this Agreement are in full satisfaction of any amounts to which the Associate might be entitled from any claim against Walmart, and that, as a result of this release and waiver of claims, the Associate is not entitled to receive any additional individual monetary relief from Walmart. This release and waiver of claims will not apply to rights or claims that may arise after the effective date of this Agreement. This Agreement is not intended to release and does not release or include claims that the law states cannot be waived by private agreement, nor does it prevent the Associate from receiving any whistleblower or similar award. Nothing in this subparagraph or in this Agreement is intended to limit or restrict any rights the Associate may have to enforce this Agreement or challenge the Agreement’s validity under the ADEA, or any other right that cannot, by express and unequivocal terms of law, be limited, waived, or extinguished by settlement. Further, nothing in this Agreement is intended to waive, release of impair the Associate’s right to vested benefits under any Walmart-sponsored benefit plan or program. In addition, nothing in this Agreement is intended to release or impair any and all rights to indemnification, advancement or reimbursement of expenses, and insurance coverage available to Associate as an officer, director or employee of Walmart (including Walmart’s director and officer insurance coverage), including without limitation under Walmart’s certificate of incorporation and bylaws and under applicable corporate law (including without limitation to the maximum extent permitted under the Delaware General Corporation Law).
|
d)
|
Agreement not to File Suits. By signing this Agreement, Associate agrees not to file a lawsuit to assert any claims released under this Section 5. Associate also agrees that if a court of competent jurisdiction makes a final determination that Associate breached this provision, Associate will be liable for all reasonable costs and attorneys’ fees incurred by any person against whom claims were released under Section 5(a) resulting from such action and shall pay all reasonable expenses incurred by such person in defending any proceeding pursuant to this Section 5(d)., together with any tax liability incurred by such person in connection with the receipt of such amounts; provided, however, that the person against whom such claims were released provides Associate with notice of
|
6.
|
Confidential Information. Except in the performance of the Associate’s duties during his employment with Walmart, the Associate agrees that he will not at any time, whether prior to or subsequent to the Separation Date, directly or indirectly use any Confidential Information (as defined below) obtained during the course of his employment with Walmart or otherwise, except as previously authorized by Walmart in writing. Additionally, except in the performance of the Associate’s duties during his employment with Walmart, the Associate shall not at any time, whether prior to or subsequent to the Separation Date, disclose any Confidential Information obtained during the course of his employment with Walmart or otherwise, unless such disclosure is (a) previously authorized by Walmart in writing, (b) required by applicable legal proceeding, or (c) as permitted by Section 18(a) of this Agreement. In addition, except in the performance of the Associate’s duties during his employment with Walmart, the Associate shall not disclose any information for which Walmart holds a legally recognized privilege against disclosure or discovery (“Privileged Information”), or take any other action that would cause such privilege to be waived by Walmart. With respect to (b) above only, in the event that the Associate is required by applicable legal proceeding (including, without limitation, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, or other legal proceeding) to disclose any Confidential Information or Privileged Information, the Associate shall provide Walmart with prompt prior written notice of such requirement. The Associate shall also, to the extent legally permissible, provide Walmart as promptly as practicable with a description of the information that may be required to be disclosed (and, if applicable, the text of the disclosure itself) and cooperate with Walmart (at Walmart’s expense) to the extent Walmart may seek to limit such disclosure, including, if requested, by taking all reasonable steps to resist or narrow any such disclosure or to obtain a protective order or other remedy with respect thereto. If a protective order or other remedy is not obtained and disclosure is legally required, the Associate shall (a) disclose such information only to the extent required in the written opinion of the Associate’s legal counsel, and (b) give advance notice to Walmart of the information to be actually disclosed as far in advance as is reasonably possible. In any such event, the Associate and his legal counsel shall use reasonable commercial efforts to ensure that all Confidential Information or Privileged Information that is so disclosed is accorded confidential treatment by the recipient thereof.
|
7.
|
Cooperation.
|
a.
|
Cooperation with Walmart. The Associate may from time to time after the Separation Date be called upon to testify or provide information to Walmart in connection with employment-related and other legal proceedings against Walmart. The Associate will provide reasonable assistance to, and will cooperate with, Walmart in connection with any litigation, arbitration, investigations, or judicial or non-judicial administrative proceedings that may exist or may subsequently arise regarding events about which the Associate has knowledge. If the assistance is at Walmart’s request, Walmart will compensate the Associate for all reasonable costs and expenses. Walmart acknowledges that the Associate may have other employment and Walmart agrees that it will use its reasonable efforts to minimize the amount of time that any such consultation shall require of the Associate.
|
b.
|
Cooperation with Governmental Authorities. From time to time, Walmart may be under investigation by various governmental authorities. Walmart encourages the Associate to cooperate with all such investigations.
|
c.
|
Board Membership. Effective as of the Separation Date, the Associate hereby resigns from any boards of directors, boards of managers, and similar governing boards of any Walmart entities of which the Associate may be a member, resigns as an officer of any and all Walmart entities, resigns as Walmart’s representative on any external trade, industry or similar associations, and agrees to sign any documents acknowledging such resignations, as may be requested by Walmart.
|
8.
|
Non-disclosure and Non-disparagement. The Associate agrees, acknowledges and confirms that he has complied with and will continue to comply with the most recent Non-Disclosure and Restricted Use Agreement between the Associate and Walmart (the “Non-Disclosure Agreement”). The Associate further agrees, promises and covenants that he shall not directly or indirectly at any time, whether prior to or subsequent to the Separation Date, make disparaging comments regarding Walmart, its business strategies and operations, and any of Walmart’s past or present officers, directors, and shareholders, except that nothing herein shall prevent the Associate from providing truthful information and testimony to government authorities, nor shall it prevent the Associate from providing truthful information and testimony in any legal proceedings or as otherwise provided by law. The parties will use reasonable best efforts to keep the terms of this Agreement confidential until such time as the Agreement is publicly disclosed as an exhibit to a periodic or current report of Walmart filed with the U.S. Securities and Exchange Commission; however, Associate may share and discuss the Agreement with his spouse, attorneys, and financial and tax advisors, each of whom shall be informed of the confidential nature of this Agreement.
|
9.
|
Statement of Ethics and Compliance with Laws. The Associate has read and understands the provisions of Walmart’s Statement of Ethics and agrees to abide by the provisions thereof to the extent applicable to former Walmart associates. The Associate further acknowledges that the Associate has complied with the applicable Statement of Ethics, as well as with all applicable laws, rules and regulations, during the Associate’s employment with Walmart. If a court of competent jurisdiction makes a final determination that the Associate has materially failed to abide by a material provision of the Statement of Ethics and/or materially comply with all applicable material laws, rules or regulations, whenever discovered, this shall, in addition to any other remedies under this Agreement, entitle Walmart to suspend and recoup any payments paid or due under this Agreement.
|
10.
|
Covenant not to Compete. Due to the strategic, sensitive and far-reaching nature of the Associate’s current and former positions at Walmart and the Confidential Information to which the Associate is and has been exposed, Associate agrees, promises, and covenants that:
|
a)
|
For a period of two (2) years from the date on which Associate’s employment with Walmart terminates, and regardless of the cause or reason for such termination, Associate will not directly or indirectly:
|
(i)
|
own, manage, operate, finance, join, control, advise, consult, render services to, have a current or future interest in, or participate in the ownership, management, operation, financing, or control of, or be employed by or connected in any manner with, any Competing Business as defined below in Section 10(b)(i), any Global Retail Business as defined below in Section 10(b)(ii); and/or
|
(ii)
|
participate in any other activity that risks the use or disclosure of Confidential Information either overtly by the Associate or inevitably through the performance of such activity by the Associate; and/or
|
(iii)
|
solicit for employment, hire or offer employment to, or otherwise aid or assist any person or entity other than Walmart in soliciting for employment, hiring, or offering employment to, any Officer, Officer Equivalent or Management Associate of Walmart, or any of its subsidiaries or affiliates. For the avoidance of doubt, nothing in this paragraph prohibits the Associate from making general advertisements for positions that are not specifically targeted at any such person.
|
b)
|
For purposes of this Agreement:
|
(i)
|
the term “Competing Business” shall include any general or specialty retail, grocery, wholesale membership club, or merchandising business, inclusive of its respective parent companies, subsidiaries and/or affiliates that: (a) sells goods or merchandise at retail to consumers and/or businesses (whether through physical locations, via the internet or combined) or has plans to sell goods or merchandise at
|
(ii)
|
the term “Global Retail Business” shall include any general or specialty retail, grocery, wholesale membership club, or merchandising business, inclusive of its respective parent companies, subsidiaries and/or affiliates, that: (a) in any country or countries outside of the United States in which Walmart conducts business or intends to conduct business in the twelve (12) months following Associate’s last day of employment with Walmart, sells goods or merchandise at retail to consumers and/or businesses (whether through physical locations, via the internet or combined); and (b) has gross annual consolidated sales volume or revenues attributable to its retail operations (whether through physical locations, via the internet or combined) equal to or in excess of U.S.D. $7 billion in any country pursuant to b(ii)(a) or in the aggregate equal to or in excess of U.S.D. $7 billion in any countries taken together pursuant to b(ii)(a) when no business in any one country has annual consolidated sales volume or revenues attributable to its retail operations equal to or in excess of U.S.D. $7 billion.
|
c)
|
For purposes of this Agreement, the term “Management Associate” shall mean any domestic or international associate holding the title of “manager” or above.
|
d)
|
For purposes of this Agreement, the term “Officer” shall mean any domestic Walmart associate who holds a title of Vice President or above.
|
e)
|
For purposes of this Agreement, the term “Officer Equivalent” shall mean any non-U.S. Walmart associate who Walmart views as holding a position equivalent to an officer position, such as managers and directors in international markets, irrespective of whether such managers and directors are on assignment in the U.S.
|
f)
|
Ownership of an investment of less than the greater of $25,000 or 1% of any class of equity or debt security of a Competing Business and/or a Global Retail Business will not be deemed ownership or participation in ownership of a Competing Business and/or a Global Retail Business for purposes of this Agreement.
|
g)
|
The covenant not to compete set forth in this Section 10 shall bind associate and shall remain in full force and effect regardless of whether the Associate qualifies or continues to remain eligible for the Transition Payments set forth in Section 3 above.
|
11.
|
Affirmation. Other than may be provided for in any class or collective action that was pending against Walmart as of the date of this Agreement, the Associate states and acknowledges that he has been paid and/or received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due him, except as provided for in this Agreement. The Associate also states and confirms that he has reported to Walmart any and all work-related injuries incurred by him during his employment by Walmart. Further, Associate acknowledges that he has been properly provided any leave of absence because of the Associate’s or the Associate’s family member’s health condition and has not been subjected to any improper treatment, conduct, or actions due to a request for or taking such leave. Additionally, Associate specifically acknowledges that he has not made any request for leave pursuant to FMLA which was not granted; and, Walmart has not interfered in any way with Associate’s efforts to take leave pursuant to FMLA.
|
12.
|
Advice of Counsel. The Associate has been advised, and by this Agreement is again advised, to consider this Agreement carefully and to review it with legal counsel of the Associate’s choice. The Associate understands the provisions of this Agreement and has been given the opportunity to seek independent legal advice before signing this Agreement.
|
13.
|
Non-Admission. The parties acknowledge that the terms and execution of this Agreement are the result of negotiation and compromise, that this Agreement is entered into in good faith, and that this Agreement shall never be considered at any time or for any purpose as an admission of liability by Walmart or that Walmart acted wrongfully with respect to the Associate, or any other person, or that the Associate has any rights or claims whatsoever against Walmart arising out of or from the Associate’s employment. Walmart specifically denies any liability to the Associate on the part of itself, its employees, its agents, and all other persons and entities released herein.
|
14.
|
Return of Company Property. As soon as practical after the Separation Date, the Associate will return all Walmart-owned property including but not limited to computers, hand-held computing devices (e.g., iPad, Surface, etc.), cell phones, videoconferencing equipment (e.g., Tandberg), documents, files, computer files, keys, ID’s, credit cards, and Associate and spouse discount cards, if any.
|
15.
|
Taxes. The Associate acknowledges and agrees that the Associate is responsible for paying all taxes and related penalties, and interest on the Associate’s income. Walmart will withhold taxes, including from amounts or benefits payable under this Agreement, and report them to tax authorities, as it determines it is required to do. Although the payments under this Agreement are intended to comply with the requirements of Section 409A and Walmart intends to administer this Agreement so that it will comply with Section 409A, Walmart has not warranted to the Associate that taxes and penalties will not be imposed under Section 409A or any other provision of federal, state, local, or non-United States law.
|
16.
|
Remedies for Breach. The Parties shall each be entitled to pursue all legal and equitable rights and remedies to secure performance of their respective obligations and duties under this Agreement, and enforcement of one or more of these rights and remedies will not preclude the Parties from pursuing any other rights or remedies. Associate acknowledges that a breach of the provisions of Sections 6 through 10 above could result in substantial and irreparable damage to Walmart’s business, and that the restrictions contained in Sections 6 through 10 are a reasonable attempt by Walmart to safeguard its rights and protect its confidential information. Associate expressly agrees that upon a breach or a threatened breach of the provisions of Sections 6 through 10, Walmart shall be entitled to seek injunctive relief to restrain such violation. With respect to any breach of this Agreement by either Party as made by a final determination by a court of competent jurisdiction, the breaching Party agrees to indemnify and hold the non-breaching Party harmless from and against any and all loss, cost, damage, or expense, including, but not limited to, attorneys’ fees incurred by the non-breaching Party. In addition to any other remedies at law or at equity, if at any time a court of competent jurisdiction makes a final determination that the Associate failed to comply with the terms, provisions or conditions of this Agreement, the Associate acknowledges that Walmart is not obligated to make any further Transition Payments to the Associate.
|
17.
|
Recoupment. The Associate agrees and acknowledges that incentive compensation paid or granted during the course of the Associate’s employment with Walmart is subject to the recoupment provisions of the incentive plans under which such incentive compensation was paid or granted. Furthermore, in the event that Walmart is required to recoup any incentive compensation previously paid to the Associate pursuant to the provisions of the Dodd-Frank Act or rules promulgated thereunder, the Associate agrees to repay such amounts.
|
18.
|
Miscellaneous.
|
a)
|
Protected Rights. Nothing in this Agreement is intended to prohibit the Associate from engaging in any legally protected communication or action. Nothing contained in this Agreement shall restrict, limit or otherwise modify Associate’s rights under Walmart’s Open Door Policy. Nothing contained in this Agreement is intended to discourage the Associate from reporting any activity or information under the Global Statement of Ethics or to a governmental agency as permitted by any “whistleblower” laws. Associate shall not be held liable under this Agreement or any other agreement or any federal or state trade secret law for making any confidential disclosure of a Walmart trade secret or other confidential information to a government official or an attorney for purposes of reporting or investigating a suspected violation of law or regulation, or in a court filing under seal, nor shall Associate be required to obtain approval or notify Walmart prior to making any such disclosure.
|
b)
|
Entire Agreement. This Agreement, along with the Non-Disclosure Agreement, contains the entire agreement and understanding of the parties, and no prior statements by either party will be binding unless contained in this Agreement or incorporated by reference in this Agreement or the Non-Disclosure Agreement. The parties agree that no prior statements by either party will be binding unless contained in this Agreement or the Non-Disclosure Agreement. In addition, to be binding on the parties, any handwritten changes to this Agreement must be initialed and dated by the Associate and the authorized representative of Walmart whose signature appears below. This Agreement supercedes and specifically terminates all prior agreements between the Associate and Walmart with respect to the subject matter hereof, including the Non-Competition Agreement, and no amounts will be owed or payable to the Associate under or pursuant to the Non-Competition Agreement. For the avoidance of doubt, the Associate’s Continued Employment Terms dated October 9, 2019 (including any addendums to those terms signed by both parties) shall continue to apply and any inconsistencies with the terms of this Agreement will be interpreted for the benefit of the Associate and consistent with such Continued Employment Terms.
|
c)
|
Conflict with Exhibits. If the terms and provisions of this Agreement conflict with the terms and provisions of any exhibit to this Agreement, the terms and provisions of this Agreement will govern.
|
d)
|
Severability. If any portion or provision of this Agreement is found to be unenforceable or invalid, the parties agree that the remaining portions will remain in full force and effect. The parties will negotiate in good faith to give such unenforceable or invalid provisions the effect the parties intended.
|
e)
|
Section Titles. Section titles are informational only and are not to be considered in construing this Agreement.
|
f)
|
Successors and Assigns. The parties acknowledge that this Agreement will be binding on their respective successors, assigns, and heirs.
|
g)
|
Governing Law and Dispute Resolution. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to Delaware law concerning the conflicts of law. The Parties further agree that any action relating to the interpretation, validity, or enforcement of this Agreement shall be brought in the of the courts of the State of Delaware, County of New Castle, or in the United States District Court of Delaware, and the parties hereby expressly consent to the jurisdiction of such courts and agree that venue is proper in those courts. The parties do hereby irrevocably: (a) submit themselves to the personal jurisdiction of such courts; (b) agree to service of such courts’ process upon them with respect to any such proceeding; (c) waive any objection to venue laid therein; and (d) consent to service of process by registered mail, return receipt requested. Associate further agrees that in any claim or action involving the execution, interpretation, validity or enforcement of this Agreement, Associate will seek satisfaction exclusively from the assets of Walmart and will hold harmless Walmart’s individual directors, officers, employees, and representatives.
|
GREGORY S. FORAN
|
WALMART INC.
|
|
||
|
|
|
Executive Officer Who is a Party to such a Post-Termination Agreement and Covenant Not to Compete
|
Date of Agreement
|
Value of Restricted Stock Award Granted in Connection with Agreement
|
Daniel J. Bartlett
|
May 16, 2013
|
Not Applicable
|
M. Brett Biggs
|
September 21, 2010
|
$500,000
|
Rachel L. Brand
|
February 21, 2018
|
Not Applicable
|
David Chojnowski
|
November 16, 2016
|
Not Applicable
|
John R. Furner
|
May 7, 2011
|
Not Applicable
|
C. Douglas McMillon
|
January 19, 2010
|
$2,000,000
|
Judith McKenna
|
May 18, 2015
|
Not Applicable
|
Kathryn McLay
|
December 24, 2015
|
Not Applicable
|
Donna Morris
|
December 17, 2019
|
Not Applicable
|
Subsidiary
|
|
Organized or Incorporated
|
|
Percent of Equity Securities Owned
|
|
Name Under Which Doing Business Other Than Subsidiary's
|
Wal-Mart Stores East, LP
|
|
Delaware, U.S.
|
|
100%
|
|
Walmart
|
Wal-Mart Stores Texas, LLC
|
|
Delaware, U.S.
|
|
100%
|
|
Walmart
|
Wal-Mart Property Company
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
Wal-Mart Real Estate Business Trust
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
Sam's West, Inc.
|
|
Arkansas, U.S.
|
|
100%
|
|
Sam's Club
|
Sam's East, Inc.
|
|
Arkansas, U.S.
|
|
100%
|
|
Sam's Club
|
Sam's Property Company
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
Sam's Real Estate Business Trust
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
ASDA Group Limited
|
|
England
|
|
100%
|
|
ASDA
|
Wal-Mart de Mexico, S.A.B. de C.V.
|
|
Mexico
|
|
71%
|
|
Walmex
|
Wal-Mart Canada Corp.
|
|
Canada
|
|
100%
|
|
Walmart
|
Flipkart Private Limited
|
|
Singapore
|
|
82%
|
|
Flipkart
|
Wal-Mart Japan Holdings K.K.
|
|
Japan
|
|
100%
|
|
Seiyu
|
Walmart Chile S.A.(1)
|
|
Chile
|
|
100%
|
|
Walmart Chile
|
Massmart Holdings Ltd
|
|
South Africa
|
|
53%
|
|
Massmart
|
(1)
|
The Company owns substantially all of Walmart Chile.
|
(1)
|
Stock Option Plan of 1984 of Wal-Mart Stores, Inc., as amended
|
Form S-8 File Nos. 2-94358 and 1-6991
|
(2)
|
Stock Option Plan of 1994 of Wal-Mart Stores, Inc., as amended
|
Form S-8 File No. 33-55325
|
(3)
|
Dividend Reinvestment and Stock Purchase Plan of Wal-Mart Stores, Inc.
|
Form S-3 File No. 333-02089
|
(4)
|
Wal-Mart Stores, Inc. Director Compensation Plan
|
Form S-8 File No. 333-24259
|
(5)
|
Wal-Mart Stores, Inc. 401(k) Retirement Savings Plan
|
Form S-8 File No. 333-29847
|
(6)
|
Wal-Mart Puerto Rico, Inc., 401(k) Retirement Savings Plan
|
Form S-8 File No. 333-44659
|
(7)
|
Wal-Mart Stores, Inc. Associate Stock Purchase Plan of 1996
|
Form S-8 File No. 333-62965
|
(8)
|
Wal-Mart Stores, Inc. Stock Incentive Plan of 2015, which amended and restated the 2010 plan
|
Form S-8 File No. 333-60329
|
(9)
|
The ASDA Colleague Share Ownership Plan
|
Form S-8 File No. 333-84027
|
|
The ASDA Group Long Term Incentive Plan
|
|
|
The ASDA Group PLC Sharesave Scheme
|
|
|
The ASDA 1984 Executive Share Option Scheme
|
|
|
The ASDA 1994 Executive Share Option Scheme
|
|
(10)
|
The ASDA Colleague Share Ownership Plan 1999
|
Form S-8 File No. 333-88501
|
(11)
|
Wal-Mart Profit Sharing and 401(k) Plan
|
Form S-8 File No. 333-109421
|
(12)
|
Wal-Mart Stores, Inc. Associate Stock Purchase Plan of 1996
|
Form S-8 File No. 333-109417
|
(13)
|
Wal-Mart Puerto Rico Profit Sharing and 401(k) Plan
|
Form S-8 File No. 333-109414
|
(14)
|
ASDA Sharesave Plan 2000
|
Form S-8 File No. 333-107439
|
(15)
|
Wal-Mart Stores, Inc. Stock Incentive Plan of 2015, which amended and restated the 2010 plan
|
Form S-8 File No. 333-128204
|
(16)
|
The ASDA Sharesave Plan 2000
|
Form S-8 File No. 333-168348
|
(17)
|
Walmart Deferred Compensation Matching Plan
|
Form S-8 File No. 333-178717
|
(18)
|
Wal-Mart Stores, Inc. Common Stock
|
Form S-3 ASR File No. 333-178385
|
(19)
|
Walmart 401(k) Plan
|
Form S-8 File No. 333-187577
|
(20)
|
Wal-Mart Stores, Inc. Associate Stock Purchase Plan
|
Form S-8 File No. 333-214060
|
(21)
|
Debt Securities of Wal-Mart Stores, Inc.
|
Form S-3 ASR File No. 333-221941
|
(22)
|
Walmart Inc. 2016 Associate Stock Purchase Plan
|
Form S-8 File No. 333-228631
|
(23)
|
Walmart Inc. Stock Incentive Plan of 2015
|
Form S-8 File No. 333-228635
|
(24)
|
Walmart 401(k) Plan
|
Form S-8 File No. 333-233682
|
1.
|
I have reviewed this Annual Report on Form 10-K of Walmart Inc. (the "registrant");
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluations; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of registrant's Board of Directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: March 20, 2020
|
/s/ C. Douglas McMillon
|
|
C. Douglas McMillon
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Walmart Inc. (the "registrant");
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluations; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of registrant's Board of Directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: March 20, 2020
|
/s/ M. Brett Biggs
|
|
M. Brett Biggs
Executive Vice President and Chief Financial Officer
|
/s/ C. Douglas McMillon
|
C. Douglas McMillon
President and Chief Executive Officer
|
/s/ M. Brett Biggs
|
M. Brett Biggs
Executive Vice President and Chief Financial Officer
|