Shareholders' Equity

12 Months Ended

Jan. 31, 2021

The total authorized shares of $0.10 par value common stock is 11.0 billion, of which 2.8 billion were issued and outstanding as of January 31, 2021 and 2020.

Share-Based Compensation

The Company has awarded share-based compensation to associates and nonemployee directors of the Company. The compensation expense recognized for all stock incentive plans, including expense associated with plans of the Company's consolidated subsidiaries granted in the subsidiaries' respective stock, was $1.2 billion, $0.9 billion and $0.8 billion for fiscal 2021, 2020 and 2019, respectively. Share-based compensation expense is generally included in operating, selling, general and administrative expenses in the Company's Consolidated Statements of Income. The total income tax benefit recognized for share-based compensation was $0.3 billion, $0.2 billion and $0.2 billion for fiscal 2021, 2020 and 2019, respectively. The following table summarizes the Company's share-based compensation expense by award type for all plans:


	Fiscal Years Ended January 31,
(Amounts in millions)	2021		2020		2019
Restricted stock units	$	742	$	553	$	456
Restricted stock and performance-based restricted stock units	277		270		293
Other	150		31		24
Share-based compensation expense	$	1,169	$	854	$	773

The Walmart Inc. Stock Incentive Plan of 2015 (the "Plan"), as subsequently amended and restated, was established to grant stock options, restricted (non-vested) stock, performance share units and other equity compensation awards for which 260 million shares of Walmart common stock issued or to be issued under the Plan have been registered under the Securities Act of 1933. The Company believes that such awards serve to align the interests of its associates with those of its shareholders.

The Plan's award types are summarized as follows:

•Restricted Stock Units. Restricted stock units provide rights to Company stock after a specified service period. Beginning in fiscal 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 dividends over the vesting period. The weighted-average discount for the dividend yield used to determine the fair value of restricted stock units granted in fiscal 2021, 2020 and 2019 was 4.4%, 4.9% and 7.2%, respectively.

•Restricted Stock and Performance-based Restricted Stock Units. Restricted stock awards are for shares that vest based on the passage of time and include restrictions related to employment. Performance-based restricted stock units vest based on the passage of time and achievement of performance criteria and 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-based restricted stock units may be settled or deferred in stock and are accounted for as equity in the Company's Consolidated Balance Sheets. The fair value of restricted stock awards is determined on the date of grant and is expensed ratably over the vesting period. The fair value of performance-based restricted stock units is determined on the date of grant using the Company's stock price discounted for the expected dividend yield through the vesting period and is recognized over the vesting period. The weighted-average discount for the dividend yield used to determine the fair value of performance-based restricted stock units in fiscal 2021, 2020 and 2019 was 4.5%, 5.1% and 6.2%, respectively.

In addition to the Plan, Flipkart has certain share-based compensation plans for associates under which options to acquire Flipkart common shares may be issued. Share-based compensation expense associated with these plans is included in the Other line in the table above.

The following table shows the activity for restricted stock units and restricted stock and performance-based restricted stock units during fiscal 2021:


	Restricted Stock Units			Restricted Stock and Performance-based Restricted Stock Units
(Shares in thousands)	Shares	Weighted-Average Grant-Date Fair Value Per Share		Shares	Weighted-Average Grant-Date Fair Value Per Share
Outstanding as of February 1, 2020	23,261	$	79.51	6,045	$	93.04
Granted	7,472	114.51		2,867	120.47
Adjustment for performance achievement(1)	—	—		576	86.46
Vested/exercised	(7,798)	76.11		(3,075)	88.88
Forfeited	(3,035)	92.20		(1,000)	96.36
Outstanding as of January 31, 2021	19,900	$	92.13	5,413	$	108.72

(1) Represents the adjustment to previously granted performance share units for performance achievement.

The following table includes additional information related to restricted stock units and restricted stock and performance-based restricted stock units:


	Fiscal Years Ended January 31,
(Amounts in millions, except years)	2021		2020		2019
Fair value of restricted stock units vested	$	597	$	442	$	386
Fair value of restricted stock and performance-based restricted stock units vested	275		365		183
Unrecognized compensation cost for restricted stock units	1,062		1,096		1,002
Unrecognized compensation cost for restricted stock and performance-based restricted stock units	344		326		362
Weighted average remaining period to expense for restricted stock units (years)	1.1		1.3		1.6
Weighted average remaining period to expense for restricted stock and performance-based restricted stock units (years)	1.4		1.4		1.1

Share Repurchase Program

From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors. All repurchases made during fiscal 2021 were made under the $20.0 billion share repurchase program approved in October 2017, of which authorization for $3.0 billion of share repurchases remained as of January 31, 2021. On February 18, 2021, the Board of Directors approved a new $20.0 billion share repurchase program which, beginning February 22, 2021, replaced the previous share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status.

The Company regularly reviews share repurchase activity and considers several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings, results of operations and the market price of the Company's common stock. The following table provides, on a settlement date basis, the number of shares repurchased, average price paid per share and total amount paid for share repurchases for fiscal 2021, 2020 and 2019:


	Fiscal Years Ended January 31,
(Amounts in millions, except per share data)	2021		2020		2019
Total number of shares repurchased	19.4		53.9		79.5
Average price paid per share	$	135.20	$	105.98	$	93.18
Total cash paid for share repurchases	$	2,625	$	5,717	$	7,410