Walmart (WMT) 10-K risk factor changes: FY2025 vs FY2024

Our strategy, which includes investments in eCommerce, technology, including the use of artificial intelligence [removed: technology,] [added: ("AI") and generative AI technologies (which continues to grow and evolve within our Company),] talent, supply chain [removed: automation,] [added: automation and enhancements, advertising,] acquisitions, joint ventures, store remodels and other customer initiatives may not adequately or effectively allow us to continue to grow our eCommerce business, increase comparable sales, maintain or grow our overall market position or otherwise offset the impact on the growth of our business of a moderated pace of new store and club openings and sustain the current pace of remodels.

The success of this strategy is further subject to the related risks discussed in this [Item [removed: 1A](#if7bafa2f15c945fc9ed81e13b298f83b_40).][added: 1A](#i55dba7a5534b4e0a8906aac30b2ec33b_40).]

With the interconnected components of this enterprise strategy and an increasing allocation of capital expenditures focused on these initiatives, changes in customer or member perceptions about our reputation [added: in general,] or our failure to successfully execute on individual components of this strategy may adversely affect our market position, net sales and financial performance, which could also result in impairment charges to intangible assets or other long-lived assets.

If we do not timely identify or effectively respond to consumer trends or preferences, it could negatively affect our [added: reputation,] relationship with our customers, demand for the products and services we sell, our market share and the growth of our business.

Our business is dependent on our ability to make critical decisions and predictions with respect to merchandise categories that quickly respond to changing consumer spending patterns, tastes and preferences, [added: and] any incorrect calculations by us may result in lower sales, spoilage and inventory markdowns, which could adversely impact our results of operations.

Our ability to predict and adapt to changing tastes and preferences depends on many factors, including obtaining accurate and [added: relevant data on customer preferences, emphasizing relevant merchandise categories, effectively managing our inventory levels, and implementing competitive and effective pricing and promotion strategies.]

We must continue to preserve our reputation, which is impacted [removed: based on] [added: by] public [removed: perceptions.][added: perceptions and customer experiences.]

Negative [removed: incidents involving us, our workforce (including] [added: incidents, including] the loss of merchandise as a result of shrink or [removed: theft)] [added: theft, misuse of AI technologies] or [removed: others with whom we do business] [added: a data breach as a result of a cyberattack] could quickly erode trust and confidence in our business and could result in consumer boycotts, workforce unrest and government investigations.

Negative reputational incidents or negative perceptions of us could adversely impact our business and results of operations, including through lower sales, the termination of business relationships and [added: negative impacts to] associate retention and recruiting efforts.

As we continue to add new fulfillment centers, our fulfillment and technology networks become increasingly complex and operating them [removed: becomes more] [added: in a way that effectively meets consumer demands continues to be] challenging.

Each of our segments competes for customers, employees, digital prominence, products and services and in other important aspects of its business with many other local, regional, national and global physical, eCommerce and omni-channel retailers, social commerce platforms, wholesale club operators and retail intermediaries, as well as companies that offer services in digital advertising, [added: data analytics/insights,] fulfillment and delivery services, health and wellness and financial services.

We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise selection and availability, services offered to customers, location, store hours, in-store amenities, the shopping convenience and overall shopping experience we offer, the attractiveness and ease of use of our digital platforms, [removed: cost] [added: quality] and [added: accessibility of data for customers, suppliers, and associates, and cost,] speed of and options for [added: accurate] delivery to customers of merchandise purchased through our digital platforms or through our omni-channel integration of our physical and digital operations.

[removed: Business](#if7bafa2f15c945fc9ed81e13b298f83b_16)"] [added: Business](#i55dba7a5534b4e0a8906aac30b2ec33b_16)"] above for additional discussion of the competitive situation of each of our reportable segments.

Certain segments of the retail industry are undergoing consolidation or substantially reducing operations, whether due to bankruptcy, [removed: consolidation] [added: economics] or other factors.

Such consolidation, or other business combinations or alliances, competitive omni-channel ecosystems or reductions in operations may result in competitors with [removed: greatly] improved financial resources, improved access to merchandise, greater market penetration and other improvements in their competitive positions.

Higher interest rates, higher prices of petroleum products, including crude oil, natural gas, gasoline and diesel fuel, [removed: higher] [added: increased] costs for electricity and other energy, weakness in the housing market, inflation, deflation, increased costs of essential services, such as medical care and utilities, higher levels of unemployment, decreases in [added: GDP and] consumer disposable income, unavailability of consumer credit, higher consumer debt levels, changes in consumer spending and shopping patterns, fluctuations in currency exchange rates, higher tax rates, imposition of new taxes or other changes in tax laws, changes in healthcare laws, other regulatory changes, the imposition of [removed: tariffs] [added: export and import restrictions, tariffs, trade barriers] or other measures that create barriers to or increase the costs associated with international trade, overall economic slowdown or recession and other economic factors in the U.S., or in any of the other markets in which we operate, could adversely affect consumer demand for the products and services we sell in the U.S. or such other markets, change the mix of products we sell to [added: any] one [added: or more markets] with a lower average gross margin, cause a slowdown in discretionary purchases of goods, adversely affect our net sales, growth rates, operating income and result in slower inventory turnover and greater markdowns of inventory, or otherwise materially adversely affect our operations and operating results and could result in impairment charges to intangible assets, goodwill or other long-lived assets.

In addition, the economic factors listed above, any other economic factors or circumstances resulting in higher transportation, labor, insurance or healthcare costs or commodity prices, including energy prices, and other economic factors in the U.S. and [added: other countries in which we operate can increase our cost of sales and operating, selling, general and administrative expenses and otherwise materially adversely affect our operations and operating results.]

[removed: The economic factors that affect our operations may also adversely affect the operations of our suppliers, which can result in an increase in the cost to us of the] goods [removed: we sell to our customers or,] in [removed: more extreme cases, in certain suppliers not producing goods in] the volume typically available to us for sale, or adversely impact product margins due to higher labor and material costs of our suppliers that we are unable, or choose not, to pass on to our customers.

These arrangements (such as ONE, our fintech [removed: venture, and our healthcare initiative with UnitedHealth Group)] [added: venture)] may not generate the level of sales or profitability we anticipate when entering into the arrangement or may otherwise adversely impact our business and competitive position relative to the results we could have achieved in the absence of such alliance.

Global or regional health pandemics or [removed: epidemics, such as COVID-19,] [added: epidemics] could negatively impact our business, financial position and results of operations.

A pandemic, [removed: such as COVID-19, or other] epidemic or contagious disease outbreak [added: that affects humans or the food supply, such as the avian flu impact on poultry and egg production] could impact our business operations, demand for our products and services, in-stock positions, costs of doing business, access to inventory, supply chain operations, the extent and duration of measures to try to contain the spread of a virus or other disease (such as travel bans and restrictions, quarantines, shelter-in-place orders, limitations on large gatherings, business and government shutdowns and other restrictions on retailers), our ability to predict future performance, exposure to litigation and our financial performance, among other things.

To the extent that a future [removed: pandemic or] [added: pandemic,] epidemic [added: or contagious disease outbreak] occurs, such events may also heighten other risks described in this [removed: section,] [added: Item 1A,] including but not limited to those related to consumer behavior and expectations, competition, our reputation, implementation of strategic initiatives, cybersecurity threats, payment-related risks, technology systems disruption, supply chain disruptions, labor availability and cost, [added: and] litigation and regulatory requirements.

[removed: The occurrence of one or more natural disasters, such as hurricanes, tropical storms, floods, fires, earthquakes, tsunamis, cyclones, typhoons; weather conditions such as major or extended winter storms, droughts and tornadoes, whether as a result of climate change or otherwise;] [added: Moreover,] geopolitical tensions or events; and catastrophic and other events, such as war, civil unrest (including theft, looting or vandalism), terrorist attacks or other acts of violence, including active shooter situations (such as those that have occurred in our U.S. stores), or the loss of merchandise as a result of shrink or theft in countries in which we operate, in which our suppliers are located or regions goods are transported from or through, or in other areas of the world (such as in Ukraine and [removed: Israel where wars currently exist, and] [added: Israel,] armed hostilities in the Red Sea and surrounding areas through which ocean carrier vessels travel to the Suez [removed: Canal)] [added: Canal and delays that have occurred traversing the Panama Canal resulting from drought)] could adversely affect our operations and financial performance.

[removed: Such] [added: Any of the] events [added: described above] could result in physical damage to, or the complete loss of, one or more of our properties, the closure of one or more stores, clubs and distribution or fulfillment centers, limitations on store or club operating hours, the lack of an adequate work force in a market, the inability of customers and associates to reach or have transportation to our stores and clubs affected by such events, the evacuation of the populace from areas in which our stores, clubs and distribution and fulfillment centers are located, the unavailability of our digital platforms to our customers, changes in the purchasing patterns of consumers (including the frequency of visits by consumers to physical retail locations, whether as a result of limitations on large gatherings, travel and movement limitations or otherwise), [removed: such as Hurricane Otis that impacted] [added: temporary or long-term disruption in the supply of products from some suppliers or disruption or delay in the delivery of goods to] our [added: distribution and fulfillment centers or] stores [added: within a country in which we are operating] and [added: could negatively impact our] operations [removed: around Acapulco,][added: and financial performance.]

Moreover, these disasters and events can negatively impact consumers' disposable income, the temporary or long-term disruption in the supply of products from some suppliers, the disruption in the transport of goods from overseas, the disruption or delay in the delivery of goods to our distribution and fulfillment centers or stores within a country in which we are operating, the reduction in the availability of products in our [removed: stores, increases in the costs of procuring products as a result of either reduced availability or economic sanctions, increased transportation costs (whether due to fuel prices, fuel supply or otherwise), the disruption (whether directly or indirectly) of critical infrastructure systems, banking systems, utility services or energy availability to our stores, clubs and our facilities and the disruption in our communications with our stores, clubs and our other facilities.]

Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions, drought or rising sea levels) or transition risks (such as regulatory or technology changes) [removed: are expected to] [added: may] be widespread and [added: are] unpredictable.

Certain impacts of physical risk may include: temperature changes that increase the heating and cooling costs at stores, clubs and distribution or fulfillment centers; extreme weather patterns that affect the production or sourcing of certain commodities; flooding and extreme storms that damage or destroy our buildings and inventory; [added: disruption of electrical grids or utilities required to operate our stores, clubs] and [added: information systems; and] heat and extreme weather events that cause long-term disruption or threats to the habitability of the communities in which we operate.

Our ability to find qualified suppliers who uphold our [removed: standards,] [added: standards] and to access products in a timely and efficient manner and in the large volumes we may demand, [removed: is a] [added: are] significant [removed: challenge,] [added: challenges,] especially with respect to suppliers located and goods sourced outside the U.S.

Political and economic instability, as well as other impactful events and circumstances (such as [added: we previously experienced (and could experience again) with the] pandemic recovery related challenges, including supply chain disruption and production, labor shortages and increases in labor costs) in the countries in which our suppliers and their manufacturers are located or regions goods are transported from or through, the financial instability of suppliers, suppliers not having the financial ability or capacity to fulfill their indemnification obligations to us if called upon, thereby exposing us to the full cost of risks and claims, suppliers' failure to meet our terms and conditions or our supplier standards (including our responsible sourcing standards), labor problems experienced by our suppliers and their manufacturers, the availability of raw materials to suppliers, [added: extreme weather events impacting the growing, manufacturing, mining and harvesting of commodities and products,] merchandise safety and quality issues, disruption or delay in the transportation of merchandise from the suppliers and manufacturers to our stores, clubs and other facilities, including as a result of [added: extreme weather or] labor slowdowns [added: and/or strikes] at any port at which a material amount of merchandise we purchase enters into the markets in which we operate, currency exchange rates, transport availability and cost, transport security, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.

In addition, U.S. and international trade policies, [removed: tariffs] [added: tariffs, trade barriers] and other restrictions on the exportation and importation of goods, trade sanctions imposed between certain countries and entities, the limitation on the exportation or importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond our control.

These and other factors affecting our [removed: suppliers and] [added: suppliers,] our access to products [added: and our access to service providers (such as transportation and logistics providers)] could adversely affect our operations and financial performance.

Any of these factors could cause customers to avoid purchasing certain products from [removed: us,] [added: us] or to choose to buy products from a different retailer, even if the quality issue is [added: outside of our control.]

[removed: When a] product we sell does not meet quality or safety standards, there is an increased risk of liability for harm the product may cause our customers.

In that case, we [removed: are] [added: may be] exposed to the full cost of liability claims.

In addition, we may face reputational, financial and other risks, including [removed: liability,] [added: liability] for third-party products offered for sale on our platform that are controversial, counterfeit, pirated or stolen or that infringe the intellectual property rights of others.

Furthermore, [added: even if we are successful in negotiating] a [added: contractual shift in risk of loss to third parties, a] regulator may view us as having responsibility for regulatory compliance of the third-party products offered for sale on our platform.

Although we have marketplace compliance controls in place and impose contractual terms on sellers to prohibit sales of non-compliant products, we may not be able prevent sellers from offering prohibited items for sale, enforce such [removed: terms,] [added: terms] or fully protect against regulatory risk.

Our information systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, [added: ransomware,] worms, other malicious computer programs, denial-of-service attacks, security incidents and breaches from a variety of threat actors, including both cybercriminals and nation state-sponsored actors, catastrophic events such as [removed: fires,] [added: wildfires,] major or extended winter storms, tornadoes, earthquakes and hurricanes, [added: utility outages,] usage errors by our associates or [removed: contractors,] [added: contractors and] civil or political unrest or armed hostilities.

If we fail to timely or successfully integrate and update our information systems and processes, [added: system disruptions may occur and] we may fail to realize the cost savings or operational benefits anticipated to be derived from these [removed: initiatives.][added: initiatives and our business, results of operations, financial condition and cash flows could be negatively impacted.]

[removed: Omni-][added: Omni-channel]

The retail business continues to rapidly evolve with consumers embracing the digital shopping experience and expecting a robust online marketplace of goods available for purchase and delivery.

These incidents may involve us, our vendors that handle our data or personal information, our workforce or others with whom we do business, including third-party service providers and independent contractors.

Societal expectations, preferences, trends and political expression are ever-changing and we try to adapt, evolve and maintain a balance that meets the acceptance of our customers, members, associates, shareholders, suppliers and other stakeholders, but we may not always move as quickly or in the direction that various competing interests desire or demand, which could impact our reputation.

For instance, strong opinions continue to be publicly expressed both for

and against diversity, equity and inclusion and ESG initiatives and positions taken by many corporations, including Walmart, are tracked, monitored and subject to heightened scrutiny from consumers, investors, advocacy groups and public figures, potentially leading to consumer boycotts, negative publicity campaigns, litigation and reputational harm.

The economic factors that affect our operations may also adversely affect the operations of our suppliers, which can result in an increase in the cost to us of the goods we sell to our customers or, in more extreme cases, in certain suppliers not producing

Natural disasters, weather conditions, geopolitical tensions and other catastrophic events may have a material adverse effect on our operations and financial performance.

These may include extreme weather-related events such as hurricanes, tropical storms, typhoons, floods, wildfires, cyclones, tornadoes, winter storms, droughts, and extreme temperatures, any of which may be exacerbated by a changing climate, as well as other natural disasters such as earthquakes and tsunamis.

Protecting the safety of our associates, including our senior leaders, is critical to preventing business disruption and executing on our business strategies and objectives.

In fiscal 2025, Hurricanes Helene and Milton impacted our stores, operations and supply chains in the Southeastern U.S., although such events did not materially impact our consolidated financial performance.

stores, increases in the costs of procuring products as a result of either reduced availability or economic sanctions, increased transportation costs (whether due to fuel prices, fuel supply or otherwise), the disruption (whether directly or indirectly) of critical infrastructure systems, banking systems, utility services or energy availability to our stores, clubs and our facilities and the disruption in our communications with our stores, clubs and our other facilities.

When a

Our arrangements with our third-party marketplace sellers are complex and we may not be able to implement, maintain and develop the components of these commercial relationships, which may include fulfillment, inventory management, tax collection, payment processing, content and engaging other third parties to perform services.

We continue to invest in AI and generative AI technologies to enhance our customers’ shopping experience and our associate work experience and to improve efficiencies of our supply chain, operations, management functions and talent recruitment and development; however, these are evolving technologies and there are inherent operational and legal complexities associated with implementation of these technologies within our business.

When integrating and introducing AI and generative AI technologies into our platforms, processes and systems, we may be exposed to new or expanded liabilities and risks due to elevated governmental scrutiny and monitoring, litigation, data privacy risks and compliance issues in a disparate and at times conflicting regulatory environment, all of which could negatively affect our financial performance and business reputation.

Further, we recently acquired VIZIO Holding Corp. and its subsidiaries, which collects certain consumer data, including certain television viewing data.

Those attacks involve attempts to impede the operations of

Moreover, the increasing sophistication of AI technologies poses a greater risk of identity fraud, as malicious actors may exploit AI to create convincing false identities or manipulate verification processes.

services into a series of interconnected assets to make it seamless for customers to interact with us.

pharmaceuticals.

Illegal or inappropriate activity of our independent contractors or third-party service providers could expose us to liability and adversely affect our business, reputation and financial performance.

We are subject to risks related to our engagement of independent contractors or other third-party service providers.

The qualification processes and background checks we utilize when engaging independent contractors may not reveal all potentially relevant information, including accurate worker authorization information and criminal history.

If these independent contractors engage in misconduct, consumers may not consider our goods and services safe, and we may receive negative press coverage.

Further, we have in the past incurred, and may in the future incur, losses from various types of fraud with respect to unauthorized uses of another person's identity and use of fraudulent identification documents.

Any physical injury, loss of life, fraud, property and/or financial damage caused by our independent contractors or third-party service providers could adversely affect our business reputation, which could negatively affect demand for our goods and services, lead to increased regulatory or litigation exposure and adversely affect our financial performance.

Changing our operations in accordance with new or changed restrictions on international trade or newly imposed sanctions can be expensive, time-consuming and disruptive to our operations.

If we fail to prevent independent contractors or third-party service providers from violating our policies or applicable laws or committing any fraudulent acts against us or our customers, it could harm our business or damage our reputation, and we could face liability for unlawful activities by such third parties.

States may enact conflicting laws, mandating changes in operations that negatively impact our ability to execute uniformly and achieve economies of scale across states.

expenses to comply, which we anticipate will continue in the future.

PIPL raises the requirements for processing personal information and requires our China business to undergo a cybersecurity assessment and obtain approval from the Cyberspace Administration of China ("CAC") as well as consent from the personal information owner before personal information collected in China may be transferred to, or accessed from, outside of China.

Walmart obtained CAC approval in September 2023.

We acquired VIZIO Holding Corp. and its subsidiaries (collectively "VIZIO") in December 2024.

As part of its business, VIZIO collects certain consumer data, including viewing data from its opted-in internet-connected televisions.

In 2017, VIZIO stipulated to the entry of a judgment in federal district court with the Federal Trade Commission and the New Jersey Attorney General to settle alleged violations related to certain of its business practices (the "VIZIO Order").

The VIZIO Order remains in effect until 2037 and requires VIZIO to comply with specified obligations related to its collection and use of certain information collected from a VIZIO internet-connected device.

These requirements apply to certain VIZIO entities and all other persons in active concert or participation with them.

Our ownership of VIZIO and these compliance obligations are new, and if we fail to adequately design or implement controls for these matters, we may face additional regulatory action, penalties or monetary fines, any of which could have a substantial negative impact on our business, operations and financial performance.

We may also be involved in legal proceedings brought by regulatory authorities, organizations and individuals relating to product packaging, including that such packaging is made of plastic, is not appropriately disposed, contains PFAS, or contains misrepresentations about its recyclability, compostability, biodegradability or reusability.

divested.

The retail business continues to rapidly evolve and consumers increasingly embrace digital shopping.

relevant data on customer preferences, emphasizing relevant merchandise categories, effectively managing our inventory levels, and implementing competitive and effective pricing and promotion strategies.

other countries in which we operate can increase our cost of sales and operating, selling, general and administrative expenses and otherwise materially adversely affect our operations and operating results.

Other factors and uncertainties may include, but are not limited to: the severity and duration of pandemics, epidemics or other health crises, including disease outbreaks in areas in which we and our suppliers operate; increased operational costs; evolving macroeconomic factors, including general economic uncertainty, unemployment rates and recessionary pressures; unknown consequences on our business performance and initiatives stemming from the substantial investment of time, capital and other resources to a pandemic or other health crisis response; the effectiveness and extent of administration of vaccinations and medical treatments; the pace of recovery when any such pandemic or other health crisis subsides; and the long-term impact of a pandemic or other health crisis on our business, including consumer behaviors.

Mexico in fiscal 2024, although not material to our consolidated financial performance.

outside of our control.

For example, during the first quarter of the fiscal year ended January 31, 2024, we initiated an upgrade to our existing financial system, including our general ledger and other applications.

If we are unable to implement this upgrade as planned, the effectiveness of our internal control over financial reporting could be adversely affected; our ability to assess those controls adequately could be delayed; and our reputation, business, results of operations, financial condition and cash flows could be negatively impacted.

position and incur liability for any damage to customers, members or others whose personal or confidential information is unlawfully obtained and misused, any of which events could have a material adverse impact on our business and results of operations and impede the execution of our strategy for the growth of our business.

We also provide management services to Walmart Health centers that offer medical, dental, behavioral health and other health services in a number of states, as well as a national telehealth service provider.

In addition, our 10-year collaboration with UnitedHealth Group includes agreements for Walmart Health to provide value-based care to patients in certain areas of the U.S., among other initiatives.

Walmart Health clinical operations are also subject to numerous risks, including but not limited to: reductions in the third-party reimbursement rates for services; changes in our payer mix; changes in the health insurance market generally; our inability to retain and negotiate favorable contracts with private third-party payers, including managed care plans; competition for patients from other healthcare providers, including those that offer telehealth services; changes to healthcare provider utilization practices and treatment methodologies; trends toward value-based purchasing and price transparency; overall economic conditions and the ability of patients to pay for services; staffing challenges, including retention of a sufficient number and quality of healthcare professionals; compliance with the complex and extensive laws and regulations governing the healthcare industry; changes in laws and regulations, including as a result of health reform efforts; and healthcare technology initiatives, including those related to patient data and interoperability; and public health conditions.

performance or reflecting a period-over-period improvement in our financial performance that is not as robust as it would be without such fluctuations in the currency exchange rates.

We maintain global policies which appropriately regulate such business practices and have in place global compliance programs designed to ensure compliance with these laws and regulations.

PIPL raises the protection requirements for processing personal information and requires government approval to either allow the access of personal information in China by someone outside of China or conduct personal data transfers outside of China.

the infringing company's previous year's revenues generated from within China.

Similar cases that name us also have been filed in state courts by state, local and tribal governments, healthcare providers and other plaintiffs.

Plaintiffs in these cases are seeking compensatory and punitive damages, as well as injunctive relief including abatement.

We have entered into a settlement framework to resolve certain of these matters and accrued a liability for approximately $3.3 billion, almost all of which was paid in fiscal 2024.

goods and related services.

We can provide no assurance as to the scope or outcome of any proceeding that might result from the notice, the amount of proceeds we may receive in indemnification, and can provide no assurance as to whether there will be a material adverse effect to our business or Consolidated Financial Statements.

The exclusive forum provision may increase the costs for a shareholder to bring a claim or limit a shareholder's ability to bring a claim in a judicial forum that the shareholder finds favorable for disputes with us or our directors, officers, associates or shareholders in such capacity, which may discourage such lawsuits against us and such persons.

Alternatively, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, the claims as to which they are intended to apply, then we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial position or results of operations.

Our reputation may be adversely affected if we are not able to satisfy varied stakeholder expectations with respect to our ESG goals.

Stakeholder expectations regarding ESG matters continue to evolve and are not uniform.

We cannot guarantee that we will achieve these goals and initiatives.

We periodically publish information about our ESG priorities, strategies and progress on our corporate website and update our ESG reporting from time to time.

A failure or perceived failure to meet our goals could adversely affect public perception of our business, associate morale or customer or shareholder support.

This discussion, which presents our results for the fiscal years ended January 31, [removed: 2024] [added: 2025] ("fiscal [removed: 2024"),] [added: 2025"),] January 31, [removed: 2023] [added: 2024] ("fiscal [removed: 2023")] [added: 2024")] and January 31, [removed: 2022] [added: 2023] ("fiscal [removed: 2022"),] [added: 2023"),] should be read in conjunction with our Consolidated Financial Statements and the accompanying notes.

Additionally, the discussion provides information about the financial results of each of the three segments [added: of our business] to provide a better understanding of how each of those segments and its results of operations affect the financial [removed: position] [added: condition] and results of operations of the Company as a whole.

Management also measures the results of comparable store and club sales, or comparable sales, a metric that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs, for a particular period from the corresponding [removed: period in the previous year.][added: prior year period.]

We measure the eCommerce sales impact by including all sales initiated digitally, including omni-channel transactions which are fulfilled through our stores and clubs as well as certain other business offerings that are part of our ecosystem, such as our [removed: Walmart Connect] advertising [removed: business.][added: net sales.]

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 [removed: five percent.][added: 5%.]

Volatility in currency exchange rates [added: have impacted and] may [added: continue to] impact the results, including net sales and operating income, of the Company and the Walmart International [removed: segment in the future.][added: segment.]

Additionally, [removed: in the Walmart International segment,] we have taken [removed: strategic] actions [added: in the Walmart International segment] to reshape our portfolio including the following highlights over the last three years:

- In November 2022, we completed the buyout of the noncontrolling interest shareholders of our Massmart subsidiary (Refer to [Note [removed: 3](#if7bafa2f15c945fc9ed81e13b298f83b_154))] [added: 3](#i55dba7a5534b4e0a8906aac30b2ec33b_166))] and in December 2022, we exited operations in certain countries in Africa.

[added: We, along with other retail companies, are] influenced by a number of factors including, but not limited to: catastrophic events, weather and other risks related to climate change, global health epidemics and pandemics, competitive pressures, consumer disposable income, consumer debt levels and buying patterns, consumer credit availability, disruptions in supply chain, inventory management, cost and availability of goods, currency exchange rate fluctuations, customer preferences, inflation, deflation, fuel and energy prices, general economic [removed: conditions, insurance costs, interest rates, labor availability and costs, tax rates, the imposition of tariffs, cybersecurity attacks and unemployment.]

Risk [removed: Factors](#if7bafa2f15c945fc9ed81e13b298f83b_40)."][added: Factors](#i55dba7a5534b4e0a8906aac30b2ec33b_40)."]

[removed: The impact to our] [added: Our] net sales and gross profit margin [removed: is] [added: are] influenced in part by our pricing and merchandising strategies in response to cost increases.

We expect continued uncertainty in our business and the global economy due to inflationary trends; [added: tariffs and trade restrictions; fluctuations in global currencies;] swings in macroeconomic conditions and their effect on consumer confidence; volatility in employment trends; [added: and] supply chain [removed: pressures; and ongoing uncertainties related to global health epidemics or pandemics,] [added: pressures,] any of which may impact our results.

For a detailed discussion on results of operations by reportable segment, refer to "[Results of [removed: Operations](#if7bafa2f15c945fc9ed81e13b298f83b_91)"] [added: Operations](#i55dba7a5534b4e0a8906aac30b2ec33b_106)"] below.

- Returns - improve our Return on Investment [removed: ("ROI")] through margin improvement and disciplined capital spend.

This includes increasing comparable store and club sales through increasing membership at Sam's Club [added: U.S.] and through Walmart+, accelerating eCommerce sales growth and expansion of omni-channel initiatives that complement our strategy.

We [removed: focus] [added: report] on comparable sales in the U.S. as we believe it is a meaningful metric within the context of the U.S. retail market where there is a single currency, one inflationary market and generally consistent store and club formats from year to year.

Calendar comparable sales, as well as the impact of fuel, for fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] were as follows:

| | | | | | | [removed: 2024 | | | | | | 2023] [added: 2025] | | | | | | 2024 | | | | | | 2023 | | |

| Walmart U.S. | | | | | | [removed: 5.5%] [added: 4.8%] | | | | | | [removed: 7.0%] [added: 5.5%] | | | | | | (0.1)% | | | | | | [removed: 0.4%] [added: (0.1)%] | | |

| Sam's Club [added: U.S.] | | | | | | [removed: 2.3%] [added: 4.7%] | | | | | | [removed: 14.6%] [added: 2.3%] | | | | | | [removed: (2.6)%] [added: (1.5)%] | | | | | | [removed: 4.2%] [added: (2.6)%] | | |

| Total U.S. | | | | | | [removed: 4.9%] [added: 4.8%] | | | | | | [removed: 8.2%] [added: 4.9%] | | | | | | [removed: (0.6)%] [added: (0.3)%] | | | | | | [removed: 1.0%] [added: (0.6)%] | | |

Comparable sales in the U.S., including fuel, increased [removed: 4.9%] [added: 4.8%] and [removed: 8.2%] [added: 4.9%] in fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, when compared to the previous fiscal year.

Walmart U.S. comparable sales increased [removed: 5.5%] [added: 4.8%] and [removed: 7.0%] [added: 5.5%] in fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

[removed: For fiscal 2024, comparable] [added: Comparable] sales [removed: growth was] [added: in fiscal 2024 were] driven by growth in transactions [removed: combined with growth in] [added: and] average ticket, including strong sales in grocery and health and wellness.

Walmart U.S. eCommerce sales positively contributed approximately [removed: 2.6%] [added: 2.9%] and [removed: 0.7%] [added: 2.6%] to comparable sales for fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, which was primarily driven by [removed: store] [added: store-fulfilled] pickup and delivery.

Comparable sales at Sam's Club [added: U.S.] increased [removed: 2.3%] [added: 4.7%] and [removed: 14.6%] [added: 2.3%] in fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

[removed: For fiscal 2024,] Sam's Club [added: U.S.] comparable sales [removed: benefited from] [added: for fiscal 2024 increased due to] growth in transactions and average ticket, [removed: including strong sales in grocery and health and wellness.]

Sam's Club [added: U.S.] eCommerce sales positively contributed approximately [removed: 1.7%] [added: 2.3%] and [removed: 0.8%] [added: 1.7%] to comparable sales for fiscal [removed: 2024] [added: 2025] and [removed: 2023, respectively.][added: 2024, respectively, which was primarily driven by club-fulfilled curbside pickup and delivery.]

Additionally, we focus on our mix of businesses, including [removed: the expansion of connected value streams with] [added: expanding our ecosystem in] higher [removed: margins,] [added: margin areas,] such as [added: digital] advertising and [removed: membership income.][added: marketplace.]

| *(Amounts in millions, except unit counts)* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Net sales | | | | | | $ | [added: 674,538 | | | | | $ |] 642,637 | | | | | $ | 605,881 | |

| Percentage change from comparable period | | | | | | [added: 5.0 | | % | | | |] 6.1 | | % | | | | 6.7 | | % |

| Gross [removed: profit] [added: profit(1)] as a percentage of net sales | | | | | | [removed: 23.7] [added: 24.1] | | % | | | | [removed: 23.5] [added: 23.7] | | % |

| [removed: Operating, selling, general and administrative] [added: Operating] expenses as a percentage of net sales | | | | | | [removed: 20.4] [added: 20.7] | | % | | | | [removed: 21.0] [added: 20.4] | | % |

| Operating income | | | | | | [removed: $] [added: 29,348] | [added: | | | | |] 27,012 | | | | | [removed: $] | 20,428 | | [added: |]

| Operating income as a percentage of net sales | | | | | | [removed: 4.2] [added: 4.4] | | % | | | | [removed: 3.4] [added: 4.2] | | % |

Gross profit as a percentage of net sales ("gross profit rate") increased [removed: 27] [added: 40] and [removed: decreased 98] [added: 27] basis points for fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, when compared to the previous fiscal year.

[removed: For fiscal 2024, the] [added: The] increase [added: in fiscal 2025 gross profit rate] was primarily driven by [removed: the Walmart U.S. segment, due to] managing prices aligned to our competitive historic price gaps and [removed: lapping higher markdowns incurred] [added: growth] in [removed: the prior year,] [added: higher margin businesses,] partially offset by [removed: product] mix shifts into lower margin [added: merchandise] categories.

[removed: For fiscal 2024, operating] [added: Operating] expenses as a percentage of net sales [added: increased 36 and] decreased 60 basis points [added: for fiscal 2025 and 2024, respectively,] when compared to the previous fiscal year.

[removed: Operating expenses as a percentage of net sales were positively impacted by] [added: The decrease for fiscal 2024 was primarily due to] lapping charges of $3.3 billion related to opioid-related legal settlements and $0.8 billion related to the reorganization and restructuring of certain businesses in the Walmart International segment in the prior year.

In December 2024, the Walmart U.S. segment completed the acquisition of VIZIO Holding Corp. for net cash consideration of $1.9 billion.

Refer to [Note 3](#i55dba7a5534b4e0a8906aac30b2ec33b_166).

- In August 2024, we sold our equity investment in JD.com for net proceeds of $3.6 billion.

Refer to [Note 8](#i55dba7a5534b4e0a8906aac30b2ec33b_184).

conditions, insurance costs, interest rates, labor availability and costs, tax rates, the imposition of tariffs, cybersecurity attacks and unemployment.

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | |

For fiscal 2025, comparable sales growth was driven by growth in transactions and unit volumes, with strong sales in grocery and health and wellness.

For fiscal 2024, comparable sales growth was driven by growth in transactions combined with growth in average ticket, including strong sales in grocery and health and wellness.Walmart U.S. eCommerce sales positively contributed approximately 2.9% and 2.6% to comparable sales for fiscal 2025 and 2024, respectively, which was primarily driven by store-fulfilled pickup and delivery.

For fiscal 2025, Sam's Club U.S. comparable sales increased due to growth in transactions and unit volumes, with strong sales in grocery and health and wellness.

We measure operating discipline through expense leverage, which we define as net sales growing at a faster rate than operating, selling, general and administrative ("operating") expenses.

(1) Gross profit defined as net sales less cost of sales.

The increases were primarily driven by the Walmart U.S. segment, due to managing prices aligned to our competitive historic price gaps, as well as growth in higher margin businesses globally, partially offset by mix shifts into lower margin merchandise categories.

Additionally, the increase in fiscal 2024 benefited from lapping higher markdowns incurred in the prior year.

The increase for fiscal 2025 was primarily due to higher variable pay as a result of exceeding planned performance, increased marketing and higher depreciation expenses.

We include Return on Assets ("ROA") and Return on Investment ("ROI") as metrics to assess our return on capital.

ROA is consolidated net income for the period divided by average total assets for the period.

| *(Amounts in millions)* | | | | | | 2025 | | | | | | 2024 | | |

| Operating income | | | | | | $ | 29,348 | | | | | $ | 27,012 | |

| Average total assets(1) | | | | | | $ | 256,611 | | | | | $ | 247,798 | |

The increase in net cash provided by operating activities in fiscal 2025 is primarily due to an increase in cash provided by operating income and lapping the payment of accrued opioid legal charges in the prior year, partially offset by increased inventory purchases.

| *(Dollar amounts and retail square feet in millions)* | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Membership and other income(1) | | | | | | $ | 6,447 | | | | | $ | 5,488 | | | | | $ | 5,408 | |

| Gross profit(2) | | | | | | 162,785 | | | | | | 152,495 | | | | | | 142,160 | | |

| Operating expenses(2) | | | | | | 139,884 | | | | | | 130,971 | | | | | | 127,140 | | |

| Percentage of net sales | | | | | | | | | | | | | | | | | | | | |

| Operating expenses | | | | | | 20.7 | | % | | | | 20.4 | | % | | | | 21.0 | | % |

| Operating income | | | | | | 4.4 | | % | | | | 4.2 | | % | | | | 3.4 | | % |

(1) Membership and other income includes membership fees and other items such as rental and tenant income, recycling income, gift card breakage income, as well as other income from corporate campus facilities.

(2) Gross profit is defined as net sales less cost of sales.

Operating expenses refers to operating, selling, general and administrative expenses.

Membership and other income increased $1.0 billion and $0.1 billion for fiscal 2025 and fiscal 2024, primarily driven by growth in membership fee income globally.

The increases were primarily driven by the Walmart U.S. segment, due to managing prices aligned to our competitive historic price gaps, as well as growth in higher margin businesses globally, partially offset by mix shifts into lower margin merchandise categories.

Additionally, the increase in fiscal 2024 benefited from lapping higher markdowns incurred in the prior year.

The increase for fiscal 2025 was primarily due to higher variable pay as a result of exceeding planned performance, increased marketing and higher depreciation expenses.

The decrease for fiscal 2024 was primarily due to lapping charges of $3.3 billion related to opioid-related legal settlements and $0.8 billion related to the reorganization and restructuring of certain businesses in the Walmart International segment in the prior year.

Other gains and losses consisted of net losses of $0.8 billion and $3.0 billion in fiscal 2025 and 2024, respectively, which primarily consisted of changes in fair value of our equity and other investments driven by changes in their underlying stock prices.

The decrease in effective tax rate in fiscal 2025 compared to fiscal 2024 is primarily due to the tax impact on changes in fair value of our investments.

| *(Dollar amounts and retail square feet in millions)* | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Membership and other income | | | | | | $ | 2,594 | | | | | $ | 1,985 | | | | | $ | 1,845 | |

| Gross profit | | | | | | 125,964 | | | | | | 118,254 | | | | | | 111,748 | | |

On February 23, 2024, the Company effected a 3-for-1 forward split of its common stock and a proportionate increase in the number of authorized shares.

All share and per share information, including share based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split.

- In February 2021, we completed the sale of Asda for net consideration of $9.6 billion.

Refer to [Note 12](#if7bafa2f15c945fc9ed81e13b298f83b_187).

*•*In March 2021, we completed the sale of Seiyu for net consideration of $1.2 billion.

Refer to [Note 3](#if7bafa2f15c945fc9ed81e13b298f83b_154).

We, along with other retail companies, are

Merchandise costs for fiscal 2024 continued to be impacted by inflation, however at a lower rate than we experienced in fiscal 2023.

For fiscal 2023, comparable sales growth was driven by growth in average ticket, including strong food sales and higher inflation impacts in certain merchandise categories, as well as growth in

transactions.

Sam's Club comparable sales for fiscal 2023 benefited from growth in transactions and average ticket and included higher inflation impacts in certain merchandise categories.

For fiscal 2023, the decrease was primarily due to markdowns and merchandise mix in the U.S., higher supply chain costs and inflation related LIFO charges in the Sam's Club segment.

Operating expenses as a percentage of net sales were negatively impacted by the charges related to opioid-related legal settlements and the reorganization and restructuring of certain businesses in the Walmart International segment discussed above.

These charges were partially offset by growth in net sales and lower incremental COVID-19 costs.

For example, we exclude the impact of depreciation and amortization from our reported operating income in calculating the numerator of our calculation of ROI.

As mentioned above, we consider ROA to be the financial measure computed in accordance with GAAP most directly comparable to our calculation of ROI.

ROI differs from ROA (which is consolidated net income for the period divided by average total assets for the period) because ROI: adjusts operating income to exclude certain expense items and adds interest income; and adjusts total assets for the impact of accumulated depreciation and amortization, accounts payable and accrued liabilities to arrive at total invested capital.

Because of the adjustments mentioned above, we believe ROI more accurately measures how we are deploying our key assets and is more meaningful to investors than ROA.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Total U.S. calendar comparable sales increase | | | | | | 4.9 | | % | | | | 8.2 | | % | | | | 7.7 | | % |

| Loss on extinguishment of debt | | | | | | $ | — | | | | | $ | — | | | | | $ | 2,410 | |

(1) Unit counts and associated retail square feet are presented for stores and clubs generally open as of period end, and reflects the removal of stores in the U.K. and Japan subsequent to closing the divestitures in fiscal 2022.

Permanently closed locations are not included in these metrics.

For fiscal 2023, the increase was primarily due to strong positive comparable sales for the Walmart U.S. and Sam's Club segments which was driven by growth in average ticket, including strong food sales and higher inflation impacts in certain merchandise categories, as well as growth in transactions, along with positive comparable sales in all of our international markets.

Additionally, net sales were negatively impacted by a decrease of $5.0 billion related to the divestiture of our operations in the U.K. and Japan, which closed in the first quarter of fiscal 2022 and $3.7 billion of fluctuations in currency exchange rates during fiscal 2023.

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

There were no such early retirements of debt in fiscal 2024 and fiscal 2023.

Other gains and losses consisted of a net loss of $3.0 billion and $1.5 billion for fiscal 2024 and 2023, respectively.

The net loss in fiscal 2024 primarily consists of net losses associated with the fair value changes of our equity and other investments.

The net loss in fiscal 2023 primarily consists of: net losses associated with the fair value changes of our equity and other investments; a gain of $0.4 billion recognized on the sale of our remaining equity method investment in Brazil; and a $0.2 billion dividend from one of our investments.

Comparable sales in fiscal 2023 were driven by growth in average ticket, including strong food sales and higher inflation impacts in certain merchandise categories, as well as growth in transactions.

The decrease in fiscal 2023 gross profit rate was primarily due to net markdowns and product mix shifts into lower margin categories and increased supply chain costs, partially offset by price management impacts driven by cost inflation.

For fiscal 2023, operating expenses as a percentage of segment net sales decreased 25 basis points primarily driven by strong sales growth and lower incremental COVID-19 related costs, partially offset by increased wage costs.

For fiscal 2023, net sales benefited from positive comparable sales across all of our international markets, offset by the impacts of a decrease of $5.0 billion related to the divestiture of our operations in the U.K. and Japan, which closed in the first quarter of fiscal 2022, as well as $3.7 billion of fluctuations in currency exchange rates during fiscal 2023.

For fiscal 2023, the decrease was primarily driven by continued growth in lower margin formats and channels in China and category mix shifts into lower margin categories.

The increase in operating expenses as a percentage of segment net sales for fiscal 2023, was primarily due to incurring these business reorganization and restructuring charges.

| Operating income as a percentage of net sales | | | | | | 2.2 | | % | | | | 1.9 | | % | | | | 3.0 | | % | | | | | | |

Management uses such information to better measure underlying operating results in the segment.

For fiscal 2023, the decrease in gross profit rate was primarily due to inventory markdowns, elevated supply chain and eCommerce fulfillment costs and inflation related LIFO charges.

Fiscal 2023 operating expenses as a percentage of net sales decreased primarily due to higher sales.

For fiscal [removed: 2024,] [added: 2025,] the net fair value of our interest rate swaps increased [removed: $35] [added: $43] million primarily due to fluctuations in market interest rates.

The weighted-average variable rates are based upon prevailing market rates as of January 31, [removed: 2024.][added: 2025.]

| *(Amounts in millions)* | | | | | | Fiscal [removed: 2025] [added: 2026] | | | | | | Fiscal [removed: 2026] [added: 2027] | | | | | | Fiscal [removed: 2027] [added: 2028] | | | | | | Fiscal [removed: 2028] [added: 2029] | | | | | | Fiscal [removed: 2029] [added: 2030] | | | | | | Thereafter | | | | | | Total | | |

| Variable rate | | | | | | $ | [removed: 878] [added: 3,068] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 878] [added: 3,068] | |

| Weighted-average interest rate | | | | | | [removed: 7.7] [added: 5.3] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 7.7] [added: 5.3] | | % |

| Weighted-average interest rate | | | | | | [removed: 3.0] [added: 3.8] | | % | | | | [removed: 3.8] [added: 2.5] | | % | | | | [removed: 2.5] [added: 3.6] | | % | | | | [removed: 3.6] [added: 3.1] | | % | | | | [removed: 3.0] [added: 4.2] | | % | | | | [removed: 4.5] [added: 4.4] | | % | | | | [removed: 3.9] [added: 4.0] | | % |

| Weighted-average receive rate | | | | | | [removed: 3.3] [added: —] | | % | | | | — | | % | | | | — | | % | | | | [removed: —] [added: 1.5] | | % | | | | [removed: 1.5] [added: 3.0] | | % | | | | 2.9 | | % | | | | [removed: 2.7] [added: 2.5] | | % |

As of January 31, [removed: 2024,] [added: 2025,] our variable rate borrowings, including the effect of our commercial paper and interest rate swaps, represented [removed: 18%] [added: 20%] of our total short-term and long-term debt.

Based on January 31, [removed: 2024] [added: 2025] debt levels, a 100 basis point change in prevailing market rates would cause our annual interest costs to change by approximately $0.1 billion.

For fiscal [removed: 2024,] [added: 2025,] movements in currency exchange rates and the related impact on the translation of the balance sheets resulted in the [removed: $0.3] [added: $2.2] billion net [removed: gain] [added: loss] in the currency translation and other category of accumulated other comprehensive loss.

The aggregate fair value of these swaps was in a liability position of [removed: $1.3] [added: $1.4] billion and [removed: $1.4] [added: $1.3] billion as of January 31, [removed: 2024] [added: 2025] and January 31, [removed: 2023,] [added: 2024,] respectively.

The change in the fair value of these swaps was due to fluctuations in currency exchange rates, primarily due to the [removed: strengthening] [added: weakening] of certain currencies relative to the U.S. dollar in fiscal [removed: 2024.][added: 2025.]

The hypothetical result of a uniform 10% weakening in the value of the U.S. dollar relative to other currencies underlying these swaps would have resulted in a change in the value of the swaps of [removed: $0.7] [added: $0.6] billion.

A hypothetical 10% change in interest rates underlying these swaps from the market rates in effect as of January 31, [removed: 2024] [added: 2025] would have resulted in a change in the value of the swaps of $0.1 billion.

The amounts of gains and losses included in earnings from fair value changes for these investments are recorded within other gains and losses [removed: and] [added: and, along with certain other immaterial investment activity,] resulted in a net loss of [removed: $3.8] [added: $0.8] billion in fiscal [removed: 2024] [added: 2025] primarily due to net decreases in the underlying stock prices of these investments.

As of January 31, [removed: 2024,] [added: 2025,] the fair value of our equity investments, including certain [added: immaterial] equity method [removed: investments,] [added: investments where we have elected the fair value option,] measured on a recurring basis was [removed: $7.2] [added: $3.0] billion.

As of January 31, [removed: 2024,] [added: 2025,] a hypothetical 10% change in the stock price of such investments would have changed the fair value of such investments by approximately [removed: $0.7] [added: $0.3] billion.

| Fixed rate | | | | | | $ | 2,598 | | | | | $ | 3,451 | | | | | $ | 1,741 | | | | | $ | 3,340 | | | | | $ | 1,955 | | | | | $ | 22,914 | | | | | $ | 35,999 | |

| Fixed to variable | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,250 | | | | | $ | 1,052 | | | | | $ | 2,469 | | | | | $ | 4,771 | |

| Weighted-average pay rate | | | | | | — | | % | | | | — | | % | | | | — | | % | | | | 4.7 | | % | | | | 6.1 | | % | | | | 5.9 | | % | | | | 5.6 | | % |

| Fixed rate | | | | | | $ | 3,447 | | | | | $ | 2,600 | | | | | $ | 3,483 | | | | | $ | 1,760 | | | | | $ | 3,458 | | | | | $ | 24,831 | | | | | $ | 39,579 | |

| Fixed to variable | | | | | | $ | 1,500 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,250 | | | | | $ | 3,521 | | | | | $ | 6,271 | |

| Weighted-average pay rate | | | | | | 6.7 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 5.7 | | % | | | | 6.9 | | % | | | | 6.6 | | % |

Walmart Inc. ("Walmart," the "Company" or "we") is a people-led, technology-powered omni-channel retailer dedicated to helping people around the world save money and live better [removed: – anytime and anywhere –] by providing the opportunity to shop in both retail stores and through eCommerce, and to access our other service offerings.

Each week, we serve approximately [removed: 255] [added: 270] million customers who visit more than [removed: 10,500] [added: 10,750] stores and numerous eCommerce websites in 19 countries.

Our operations [removed: comprise] [added: are conducted in] three reportable segments: Walmart U.S., Walmart International and Sam's [removed: Club.][added: Club U.S., which are further described below.]

Our [added: operations comprise three reportable segments: Walmart U.S., Walmart International and Sam's Club U.S. Our] fiscal year ends on January 31 for our United States ("U.S.") and Canadian operations.

Our discussion is as of, and for the fiscal years ended, January 31, [removed: 2024] [added: 2025] ("fiscal [removed: 2024"),] [added: 2025"),] January 31, [removed: 2023] [added: 2024] ("fiscal [removed: 2023")] [added: 2024")] and January 31, [removed: 2022] [added: 2023] ("fiscal [removed: 2022").][added: 2023").]

During fiscal [removed: 2024,] [added: 2025,] we generated total revenues of [removed: $648.1] [added: $681.0] billion, which [removed: was comprised] primarily [removed: of] [added: comprised] net sales of [removed: $642.6] [added: $674.5] billion.

In 1991, we began our first international initiative when we entered into a joint venture in Mexico and, as of January 31, [removed: 2024,] [added: 2025,] our Walmart International segment conducted business in 18 countries.

In [removed: 2000,] [added: 1996,] we began our first eCommerce initiative by creating both walmart.com and samsclub.com.

To date, we now have over 8,000 pickup and [removed: over 7,800] delivery locations globally.

In [removed: recent years,] [added: 2018,] we expanded our eCommerce and digital presence through acquisitions with our majority stakes in Flipkart and PhonePe in India.

We are enhancing our omni-channel capabilities through a combination of stores, eCommerce websites and service offerings, as well as our supply chain, combined with approximately 2.1 million associates as of January 31, [removed: 2024,] [added: 2025,] to better serve our customers.

As we execute on our strategy globally, our business is expanding through offerings such as advertising, marketplace and fulfillment services, [removed: healthcare] and financial services.

However, each has generally maintained a consistent contribution rate to the Company's net sales in recent years other than minor changes to the contribution rate for the Walmart International segment due to [removed: the exit of certain markets and] fluctuations in currency exchange rates.

Additional information on our operating segments and geographic information is contained in [removed: [Note 13](#if7bafa2f15c945fc9ed81e13b298f83b_190)] [added: Note 12] to our Consolidated Financial Statements.

Walmart U.S. is our largest segment and operates [added: 4,605 stores] in the U.S., including in all 50 states, Washington D.C. and Puerto Rico.

Walmart U.S. had net sales of [removed: $441.8] [added: $462.4] billion for fiscal [removed: 2024,] [added: 2025,] representing 69% of our fiscal [removed: 2024] [added: 2025] consolidated net sales, and had net sales of [removed: $420.6] [added: $441.8] billion and [removed: $393.2] [added: $420.6] billion for fiscal [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Omni-channel. Walmart [removed: U.S.] [added: International] provides [removed: an] [added: a convenient and seamless] omni-channel experience to customers, integrating retail stores and eCommerce, [removed: through services] such as [added: through our] pickup and [removed: delivery, in-home delivery, ship-from-store and digital pharmacy fulfillment options.][added: delivery services in most of our markets, including same-day delivery.]

The following table provides the approximate size of our retail stores as of January 31, [removed: 2024:][added: 2025:]

[removed: Merchandise.] [added: Merchandise and Other Offerings.] Walmart U.S. does business primarily in three strategic merchandise units, listed below:

- Grocery consists of a full line of grocery items, including dry grocery, snacks, dairy, meat, produce, deli [removed: &] [added: and] bakery, frozen foods, alcoholic and nonalcoholic beverages, as well as consumables such as health and beauty aids, pet supplies, household chemicals, paper goods and baby products;

◦Home (e.g., housewares and small appliances, bed [removed: &] [added: and] bath, furniture and home organization, home furnishings, home decor, fabrics and crafts).

- Health and wellness includes pharmacy, over-the-counter drugs and other medical products, [removed: optical services] and [removed: other clinical] [added: optical] services.

Other [removed: categories] [added: offerings] in the Walmart U.S. business include [removed: fuel and various service offerings such as] in-house advertising [removed: via Walmart Connect,] [added: for brands and online marketplace sellers,] supply chain and fulfillment capabilities to online marketplace [removed: sellers via Walmart Fulfillment Services, initiatives such as business-to-business last mile delivery services via Walmart GoLocal,] [added: sellers,] and [removed: a suite of] data [removed: products] [added: analytics and insights] for merchants and [removed: suppliers via Walmart Luminate.][added: suppliers.]

Additional [removed: service] offerings include [added: fuel,] financial services and related products [removed: (including through our digital channels, stores and our fintech venture, ONE),] such as money orders, prepaid access, money transfers, check cashing, bill payment and certain types of installment lending.

[added: Brand name merchandise represents a significant portion of the merchandise sold in Walmart U.S. We also market lines of merchandise under our private brands, including brands such as: "Allswell," "Athletic Works," "bettergoods," "Equate," "Free Assembly,"] "Freshness Guaranteed," "George," "Great Value," "Holiday Time," "Hyper Tough," "Mainstays," "Marketside," "No Boundaries," "onn.," "Ozark Trail," "Parent's Choice," "Sam's Choice," "Scoop," "Spring Valley," "Time and Tru," "Way to Celebrate" and "Wonder Nation." The Company also markets lines of merchandise under licensed brands, some of which include: "Avia," "Better Homes & Gardens," [removed: "Love & Sports,"] "Sofia Jeans by Sofia Vergara," and "The Pioneer Woman."

Seasonal Aspects of Operations. [removed: Walmart U.S.'s] [added: Our] business is seasonal to a certain extent [added: and varies by country] due to [removed: calendar events and] [added: different] national and religious holidays, [added: festivals and customs,] as well as different weather patterns.

Historically, [removed: its] [added: our] highest sales volume [added: for each segment] has occurred in the [removed: fiscal] [added: fourth] quarter [removed: ending January 31.][added: of our fiscal year.]

Competition. [removed: Walmart U.S. competes] [added: We compete] with brick and mortar, eCommerce and omni-channel retailers operating discount, department, retail and wholesale [removed: grocers,] [added: grocery,] drug, dollar, variety and specialty stores, supermarkets, [removed: hypermarkets] and supercenter-type stores, [added: membership-only warehouse clubs, gasoline stations,] social commerce platforms, as well as companies that offer services in digital advertising, fulfillment and delivery services, health and wellness and financial services.

Our ability to develop and [added: effectively] operate [removed: units] [added: different formats] at the right locations and to deliver a customer-centric omni-channel experience largely determines our competitive position [removed: within] [added: in] the retail [removed: industry.][added: industry within the markets where we operate.]

- Omni-channel offerings such as pickup and [removed: delivery and our Walmart+ membership offering,] [added: delivery,] all of which enhance convenience and seek to serve customers in the ways they want to be served; and

- Expanding our ecosystem and the products and services we offer in areas such as digital advertising, [added: marketplace and] fulfillment services, health and wellness, and financial services to provide our customers a broader set of offerings to meet expanding needs.

Distribution. We continue to invest in supply chain automation and utilize a total of [removed: 162] [added: 164] distribution facilities which are located strategically throughout the U.S. For fiscal [removed: 2024,] [added: 2025,] the majority of Walmart U.S.'s purchases of store merchandise were shipped through these facilities, while most of the remaining store merchandise we purchased was shipped directly from suppliers.

We ship merchandise purchased by customers on our eCommerce platforms by a number of methods from multiple locations [removed: including from our 30 dedicated eCommerce fulfillment centers, as well as] [added: by] leveraging our ability to [removed: ship or] deliver directly from [removed: more than 4,300 stores, some of which include market fulfillment centers, which are positioned inside or attached to our] stores [removed: to fill online orders more efficiently.][added: and shipping from our 29 dedicated eCommerce fulfillment centers.]

Walmart International is our second largest segment and operates [removed: in] [added: 5,566 stores across] 18 countries outside of the U.S. Walmart International operates through our wholly-owned subsidiaries in Canada, Chile, China, and Africa (which includes Botswana, Lesotho, Malawi, Mozambique, Namibia, South Africa, Eswatini, and Zambia), and our majority-owned subsidiaries in India, as well as Mexico and Central America (which includes Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua).

These categories consist of many formats, including: supercenters, supermarkets, [removed: hypermarkets,] warehouse clubs (including [added: our membership-only] Sam's [removed: Clubs)] [added: Club format)] and cash [removed: &] [added: and] carry, as well as eCommerce through websites and mobile applications, including walmart.com.mx, walmart.ca, flipkart.com, PhonePe and other sites.

Walmart International had net sales of [removed: $114.6] [added: $121.9] billion for fiscal [removed: 2024,] [added: 2025,] representing 18% of our fiscal [removed: 2024] [added: 2025] consolidated net sales, and had net sales of [added: $114.6 billion and] $101.0 billion for [removed: both] fiscal [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023, respectively.]

We continue to expand our marketplace offerings, which also [removed: unlock] [added: further unlocks] fulfillment and advertising services.

As of January 31, [removed: 2024,] [added: 2025,] Walmart International had [removed: over 2,800] [added: approximately 2,900] pickup and [removed: over 2,900] delivery locations.

[removed: Merchandise.] [added: Merchandise and Other Offerings.] The merchandising strategy for Walmart International is similar to that of our operations in the U.S. in terms of the breadth and scope of merchandise offered for sale.

Consistent with its strategy, Walmart International continues to build mutually reinforcing businesses in areas such as advertising, marketplace and fulfillment services, [removed: healthcare and] financial [removed: services.][added: services and healthcare.]

Omni-channel. Walmart U.S. provides a convenient and seamless omni-channel experience to customers, integrating retail stores and eCommerce.

Substantially all our stores provide same-day pickup and delivery, including offerings such as express delivery within 90 minutes, in-home delivery and digital pharmacy fulfillment options.

Walmart International's strategy is to bring Walmart to the world and the world to Walmart, which means we help millions of customers and members save money and live better every day by leveraging our global ecosystem and deep local expertise to provide access to affordable products and services.

In addition, we share what we learn in our markets to help the enterprise innovate and grow even faster.

- Sold our equity investment in JD.com in August 2024.

Club members are eligible for free curbside pickup with orders of $50 or greater.

Plus members receive free curbside pickup, free delivery-from-club and free shipping on orders of $50 or greater, exclusive discounts and convenience offers, and the ability to shop before regular shopping hours.

Beginning in fiscal 2023, Sam's Club U.S. launched a rewards program through which members may earn Sam's Cash on purchases that can be redeemed for cash, used for purchases, or used to pay membership fees.

Omni-channel. Sam's Club U.S. provides a fast and seamless omni-channel experience to members, integrating physical clubs and eCommerce.

Curbside pickup provides fast, easy and contact-free shopping for members; Scan & Go mobile checkout and payment solution allows members to bypass the checkout line; and Just Go, launched in fiscal 2025, provides members with a friction-free exit experience.

Periodically, revisions are made to the categorization of the components comprising our strategic merchandise units.

When revisions are made, the previous periods' presentation is adjusted to maintain comparability.

Other Information

Our Shared Value Priorities

We believe that promoting economic opportunity helps Walmart attract and retain the talent we need to run our business, respond to customer needs, and promote economic resilience in the places where we operate.

We offer good entry-level jobs in addition to multiple career pathways; endeavor to cultivate a culture of belonging—rooted in respect for the individual—where associates and customers feel seen, supported and connected; and provide tens of thousands of local, national and global suppliers the opportunity to grow with us.

Walmart's sustainability efforts endeavor to create and preserve long-term business value through increasing the efficiency and resilience of our operations, promoting surety of supply, sourcing responsibly and enhancing our product assortment.

With respect to people, we aim to respect the dignity of people throughout our supply chain, create economic opportunity for people working in supply chains, and sell safer, healthier products.

We believe that Walmart thrives in strong, resilient communities, and we endeavor to help communities thrive.

We aim to strengthen communities by providing convenient access to affordable, quality goods and services through our omni-channel retail model and everyday low prices; contributing to the economic vitality of communities by providing quality jobs, training and career paths; investing in local suppliers; and supporting organizations and causes that matter to our customers and associates.

We believe that people want to work for and do business with a company they can trust, and Walmart works to create a culture that inspires trust with our stakeholders.

We seek to achieve this, by focusing on promoting ethics and compliance, governance and oversight, responsibly engaging in public policy activities, using data and technology responsibly and respecting human rights.

This allows associates to share real-time feedback and spend more time generating new ideas, developing strategy, and building relationships.

We also previously operated in the United Kingdom and Japan prior to the sale of those operations in the first quarter of fiscal 2022.

Refer to [Note 12](#if7bafa2f15c945fc9ed81e13b298f83b_187) to our Consolidated Financial Statements for information on these divestitures.

Our operations are conducted in three reportable segments: Walmart U.S., Walmart International and Sam's Club, which are further described below.

Of our three segments, Walmart U.S. has historically had the highest gross profit as a percentage of net sales ("gross profit rate").

In addition, Walmart U.S. has historically contributed the greatest amount to the Company's net sales and operating income.

As of January 31, 2024, the vast majority of our stores have pickup locations and more than 4,300 locations offer same-day delivery.

We define eCommerce sales as sales initiated by customers digitally and fulfilled by a number of methods including our dedicated eCommerce fulfillment centers and leveraging our stores, as well as certain other business offerings that are part of our ecosystem, such as our Walmart Connect advertising business.

Brand name merchandise represents a significant portion of the merchandise sold in Walmart U.S. We also market lines of merchandise under our private brands, including brands such as: "Allswell," "Athletic Works," "Equate," "Free Assembly,"

Operations. Walmart U.S. is available to customers through supercenters, discount stores and neighborhood markets, as well as online or through the mobile application 24 hours a day.

Consistent with its strategy, Walmart U.S. continues to develop technology tools and services to better serve customers and help stores operate more efficiently, such as pickup and delivery, Walmart+, ship-from-store and other initiatives which provide convenient and seamless omni-channel shopping experiences.

In addition, for eCommerce and other internet-based businesses, newer or smaller businesses may be better able to innovate and compete with us.

Walmart International previously operated in the United Kingdom and Japan prior to the sale of those operations in the first quarter of fiscal 2022.

Refer to [Note 12](#if7bafa2f15c945fc9ed81e13b298f83b_187) to our Consolidated Financial Statements for discussion of recent divestitures.

The gross profit rate is slightly lower than that of Walmart U.S. primarily because of its format and channel mix.

Walmart International's strategy is to create strong local businesses powered by Walmart, which means being locally relevant and customer-focused in each of the markets it operates.

- Divested of Asda Group Limited ("Asda"), our retail operations in the U.K., in February 2021.

- Divested of a majority stake in Seiyu, our retail operations in Japan, in March 2021.

Omni-channel. Walmart International provides an omni-channel experience to customers, integrating retail stores and eCommerce, such as through pickup and delivery services in most of our markets and our marketplaces such as Flipkart in India.

Our financial services offerings continue to grow with our digital payment platform at PhonePe in India.

Combined, these offerings did not represent a significant portion of annual segment revenues.

Operations. The hours of operation for operating units in Walmart International vary by country and by individual markets within countries, depending upon local and national ordinances governing hours of operation.

Customers can also access online and mobile applications 24 hours a day.

Consistent with its strategy, Walmart International continues to develop technology tools and services to better serve customers and help its various formats operate more efficiently, as well as to provide convenient and seamless omni-channel shopping experiences.

Seasonal Aspects of Operations. Walmart International's business is seasonal to a certain extent.

Historically, its highest sales volume has occurred in the fourth quarter of our fiscal year.

The seasonality of the business varies by country due to different national and religious holidays, festivals and customs, as well as different weather patterns.

Competition. Walmart International competes with brick and mortar, eCommerce and omni-channel retailers who operate department, drug, discount, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, wholesale clubs, home-improvement stores, specialty electronics stores, cash & carry operations and convenience stores, and direct to consumer offerings, as well as companies that offer services in digital advertising, fulfillment services, health and wellness and financial services.

We believe price leadership is a critical part of our business model and we continue to progress our markets towards an EDLP approach.

Additionally, our ability to operate food departments effectively has a significant impact on our competitive position in many of the markets where we operate.

Each of these landscapes is highly competitive and rapidly evolving, and new business models and the entry of new or well-funded competitors continue to intensify this competition.

Some of our competitors have longer histories in these lines of business, more customers and greater brand recognition and therefore they may be able to obtain more favorable terms from suppliers and business partners and to devote greater resources to the development of these businesses.

We ship merchandise purchased by customers on our eCommerce platforms by a number of methods from multiple locations, such as in India where we utilize a combination of more than 3,500 eCommerce fulfillment centers, sort centers and last-mile delivery facilities, as well as our physical retail stores.

Sam's Club is a membership-only warehouse club that also operates samsclub.com.

Sam's Club operates with a lower gross profit rate and lower operating expenses as a percentage of net sales than our other segments.

Plus Members are also eligible for free curbside pickup and free shipping on the majority of merchandise, with no minimum order size, and receive discounts on prescriptions and glasses.

Beginning in fiscal 2023, Sam's Club launched a single loyalty rewards currency called Sam's Cash which merges and replaces existing Cash Rewards for Plus members and Cash Back for Sam's Club Mastercard holders.

Members may redeem Sam's Cash on purchases in the club and online, to pay for membership fees or for cash in clubs.

Sam's Cash does not expire and is available for monthly redemption.

Omni-channel. Sam's Club provides an omni-channel experience to members, integrating warehouse clubs and eCommerce through such services as Curbside Pickup, mobile Scan & Go, ship-from-club, and delivery-from-club.

Members have access to a broad assortment of merchandise and services, including those not found in our clubs, online at samsclub.com and through our mobile commerce applications.

We discuss certain legal proceedings in [Note [removed: 10](#if7bafa2f15c945fc9ed81e13b298f83b_181)] [added: 10](#i55dba7a5534b4e0a8906aac30b2ec33b_193)] to our Consolidated Financial Statements included in "[Item 8.

Financial Statements and Supplementary [removed: Data](#if7bafa2f15c945fc9ed81e13b298f83b_118),"] [added: Data](#i55dba7a5534b4e0a8906aac30b2ec33b_130),"] which is captioned "Contingencies," under the sub-caption "Legal Proceedings." We refer you to that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought.

We provide the following additional information concerning those legal proceedings, including the name of the lawsuit, the court in which the lawsuit is pending, and the date on which the petition commencing the lawsuit [added: or appeal] was [removed: filed.][added: filed, in addition to disclosure of certain other legal matters.]

[removed: The MDL] [added: Opioid-Related Litigation: *In re National Prescription Opiate Litigation (MDL No. 2804)* (the "MDL")] is pending in the U.S. District Court for the Northern District of Ohio and includes [removed: over 340] [added: approximately 250] cases [added: with claims against the Company] as of March [removed: 4, 2024.][added: 10, 2025.]

In addition, there are [removed: over 50] [added: more than 25] other [added: opioid-related] cases [added: against the Company and its subsidiaries] pending in [added: U.S.] state and federal courts [removed: throughout the country against the Company] [added: and Canadian courts] as of March [removed: 4, 2024, as well as other cases in Canada against Wal-Mart Canada Corp. and certain other subsidiaries of the Company.][added: 10, 2025.]

The [added: non-MDL] case citations [removed: and currently scheduled trial dates, where applicable,] are listed on Exhibit 99.1 to this Annual Report on Form 10-K.

Walmart Inc., et [removed: al.,] [added: al.,*] USDC, Dist.

[removed: Derivative] [added: Opioid-Related Derivative] Lawsuits: *Abt v.

of DE, [removed: 4/16/21:] [added: 4/16/21;] *Ontario Provincial Council of Carpenters' Pension Trust Fund et al.

[removed: Securities] [added: Opioid-Related Securities] Class Actions: *Stanton v.

ASDA Equal Value Claims: [removed: Ms] [added: *Ms] S Brierley & Others v.

ASDA Stores [removed: Ltd] [added: Ltd*] (2406372/2008 & [removed: Others] [added: *Others*] – Manchester Employment Tribunal); [removed: Abbas] [added: *Abbas] & Others v Asda Stores [removed: limited] [added: limited*] (KB-2022-003243); and [removed: Abusubih] [added: *Abusubih] & Others v Asda Stores [removed: limited] [added: limited*] (KB-2022-003240).

Money Transfer Agent Services Litigation: [removed: Federal] [added: *Federal] Trade Commission v.

Walmart [removed: Inc. (CV-3372),] [added: Inc.*,] USDC, N.

Although the Company does not believe [removed: that] this matter will have a material adverse effect on its business, financial position, results of [removed: operations] [added: operations,] or cash flows, the Company can provide no assurance [removed: as to the scope and outcome] [added: that its business, financial position, results] of [removed: this matter and no assurance as to whether there] [added: operations or cash flows] will [added: not] be [removed: a material adverse effect to its business or its Consolidated Financial Statements.][added: materially adversely affected.]

DOJ Opioid Civil Litigation: *United States of America v.

Settlement of Certain Opioid-Related Matters: As described in more detail in [Note](#i55dba7a5534b4e0a8906aac30b2ec33b_193) [10](#i55dba7a5534b4e0a8906aac30b2ec33b_193) to our Consolidated Financial Statements, the Company accrued a liability of approximately $3.3 billion in fiscal year 2023 for certain opioid-related settlements.

As of January 31, 2025, all of the accrued liability has been paid.

Certain eligible political subdivisions and federally recognized Native American tribes have until July 15, 2025 and February 24, 2026, respectively, to join the settlement.

of DE, 5/11/21; *In re Walmart Inc. Securities Litigation,* USCCA, 3d Cir., 4/29/24.

False Claims Act Litigation: *United States of America* ex rel.

*James Marcilla and Isela Chavez*, USDC, Dist.

of N.M., 8/23/19, transferred to USDC Dist.

of DE 7/25/24.

Of Ill, 6/28/22; *Federal Trade Commission v.

Walmart Inc.*, USCCA, 7th Cir., 10/28/24.

Driver Platform Matter: *Consumer Financial Protection Bureau v.

Walmart Inc., et al.*, USDC D. of Minn., 12/23/24.

India Antitrust Matter: Competition Commission of India, Case No. 40 of 2019, order initiating investigation 1/13/20.

Prescription Opiate Litigation: *In re National Prescription Opiate Litigation* (MDL No. 2804) (the "MDL").

The liability phase of a single, two-county trial in one of the MDL cases against a number of parties, including the Company, regarding opioid dispensing claims resulted in a jury verdict on November 23, 2021, finding in favor of the plaintiffs as to the liability of all defendants, including the Company.

The abatement phase of the single, two-county trial resulted in a judgment on August 17, 2022, that ordered all three defendants, including the Company, to pay an aggregate amount of approximately $0.7 billion over fifteen years, on a joint and several liability basis, and granted the plaintiffs injunctive relief.

The Company has filed an appeal with the Sixth Circuit Court of Appeals.

The monetary aspect of the judgment is stayed pending appeal, and the injunctive portion of the judgment went into effect on February 20, 2023.

On September 11, 2023, the Sixth Circuit Court of Appeals issued an order certifying certain questions in the appeal for review by the Supreme Court of Ohio.

On November 29, 2023, the Supreme Court of Ohio accepted the request for certification, and the matter remains pending with that court.

On October 25, 2023, the MDL designated four cases brought by third-party payers as bellwether cases to proceed through discovery.

Additional bellwethers of cases brought by hospitals and other healthcare providers may be designated in the future.

Opioid Settlement Framework: On November 15, 2022, the Company announced that it had agreed to a Settlement Framework to resolve substantially all opioids-related lawsuits filed against the Company by states, political subdivisions, and Native American tribes (other than the single, two-county trial on appeal to the Sixth Circuit Court of Appeals as described above), as described in more detail in [Note 10](#if7bafa2f15c945fc9ed81e13b298f83b_181) to the Consolidated Financial Statements.

The Company now has settlement agreements with all 50 states, including four states that previously settled with the Company, as well as the District of Columbia, Puerto Rico and three other U.S. territories, that are intended to resolve substantially all opioids-related lawsuits brought by state and local governments against the Company.

As described in more detail in [Note 10](#if7bafa2f15c945fc9ed81e13b298f83b_181) to the Consolidated Financial Statements, the Settlement Framework became effective on September 6, 2023, and as of January 31, 2024 substantially all of the original approximately $3.3 billion accrued liability for the Settlement Framework and other settlements have been paid.

DOJ Opioid Civil Litigation: A civil complaint pending in the U.S. District Court for the District of Delaware has been filed by the U.S. Department of Justice (the "DOJ") against the Company, in which the DOJ alleges violations of the Controlled Substances Act related to nationwide distribution and dispensing of opioids.

U.S. v.

The Company filed a motion to dismiss the DOJ complaint on February 22, 2021.

After the parties had fully briefed the Company's motion to dismiss, the DOJ filed an amended complaint on October 7, 2022.

On November 7, 2022, the Company filed a partial motion to dismiss the amended complaint.

The Court held a hearing on the partial motion to dismiss on January 18, 2024, and ordered the DOJ to file an amended complaint.

The DOJ filed that amended complaint on February 1, 2024, and Walmart filed a partial motion to dismiss that complaint on February 6, 2024.

On March 11, 2024, the Court granted in-part Walmart's motion by dismissing the entirety of the DOJ's claims related to distribution and dismissing the DOJ's claims arising under one of the DOJ's two dispensing liability theories.

The DOJ's claims arising under its other dispensing liability theory remain pending.

Opioids Related Securities Class Actions and Derivative Litigation: Three derivative complaints and two securities class actions drawing heavily on the allegations of the DOJ complaint have been filed in Delaware naming the Company and various current and former directors and certain current and former officers as defendants.

The plaintiffs in the derivative suits (in which the Company is a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties in connection with oversight of opioids dispensing and distribution and that the defendants violated Section 14(a) of the Exchange Act, and are liable for contribution under Section 10(b) of the Exchange Act in connection with the Company's disclosures about opioids.

Two of the derivative suits have been filed in the U.S. District Court in Delaware and those suits have been stayed pending further developments in other opioids litigation matters.

The other derivative suit has been filed in the Delaware Court of Chancery.

The defendants in the derivative suit pending in the Delaware Court of Chancery moved to dismiss and/or to stay that case on December 21, 2021; the plaintiffs responded by filing an amended complaint on February 22, 2022.

On April 20, 2022, the defendants moved to dismiss and/or stay proceedings on the amended complaint.

In two orders issued on April 12 and 26, 2023, the Court of Chancery granted the defendants' motion to dismiss with respect to claims involving the Company's distribution practices and denied the remainder of the motion, including the Company's request to stay the litigation.

On May 5, 2023, the Company's Board of Directors appointed an independent Special Litigation Committee (the "SLC") to investigate the allegations regarding certain current and former officers and directors named in the various proceedings regarding oversight with respect to opioids.

The Board has authorized the SLC to retain independent legal counsel and such other advisors as the SLC deems appropriate in carrying out its duties.

The derivative matter pending in the Delaware Court of Chancery is stayed until the SLC completes its investigation.

The securities class actions, alleging violations of Sections 10(b) and 20(a) of the Exchange Act regarding the Company's disclosures with respect to opioids, purport to be filed on behalf of a class of investors who acquired Walmart stock from March 30, 2016, through December 22, 2020.

On May 11, 2021, the U.S. District Court in Delaware consolidated the class actions and appointed a lead plaintiff and lead counsel.

The defendants moved to dismiss the consolidated securities class action on October 8, 2021.

On October 14, 2022, plaintiffs filed an amended complaint, which revised the applicable putative class of investors to those who acquired Walmart stock from March 31, 2017, through December 22, 2020.

On November 16, 2022, the Company moved to dismiss the amended complaint.

That motion remains pending.

of DE, 5/11/21.

Of Ill, 6/28/22.

CERTAIN OTHER MATTERS:

For the fiscal year ended January 31, [removed: 2024,] [added: 2025,] or

[removed: ][added: ]

As of July 31, [removed: 2023,] [added: 2024,] the aggregate market value of the voting common stock of the registrant held by non-affiliates of the registrant, based on the closing sale price of those shares on the New York Stock Exchange reported on July 31, [removed: 2023,] [added: 2024,] was [removed: $228,694,206,501.][added: $297,576,699,886.]

The registrant had [removed: 8,058,048,674] [added: 8,016,849,444] shares of common stock outstanding as of March [removed: 13, 2024.][added: 12, 2025.]

| Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held June 5, [removed: 2024] [added: 2025] (the "Proxy Statement") | | | | | | Part III | | |

For the Fiscal Year Ended January 31, [removed: 2024][added: 2025]

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All references in this Annual Report on Form 10-K, the information incorporated into this Annual Report on Form 10-K by reference to information in the Proxy Statement of Walmart Inc. for its Annual Shareholders' Meeting to be held on June 5, [removed: 2024] [added: 2025] and in the exhibits to this Annual Report on Form 10-K to "Walmart Inc.," "Walmart," "the Company," "our Company," "we," "us" and "our" are to the Delaware corporation named "Walmart Inc." and, except where expressly noted otherwise or the context otherwise requires, that corporation's consolidated subsidiaries.

- macroeconomic, geopolitical, and business conditions, trends and events around the world and in the markets in which we operate, including inflation or deflation, generally, and in certain product categories, the impact of supply chain challenges, [added: tariffs] and recessionary pressures;

- the amount, number, growth, increase, reduction or decrease in or over certain periods, of or in certain financial items or measures or operating measures, including our earnings per share, net sales, growth rates, comparable store and club sales, our eCommerce sales, liabilities, expenses of certain categories, [added: including share-based compensation,] expense leverage, operating income, returns, capital and operating investments or expenditures of particular types and new store and club openings, inventory levels and associated costs, product mix and demand for certain merchandise, consumer confidence, disposable income, credit availability, spending levels, shopping patterns and debt levels;

- our increasing investments in eCommerce, [removed: technology,] [added: technology (including the use of artificial intelligence "AI" and generative AI),] automation, supply chain, new stores and clubs as well as remodels and other omni-channel customer initiatives, such as same day pickup and delivery;

- our commitments, intentions, plans or goals related to [removed: environmental, social, and governance ("ESG")] [added: our shared value] priorities, including, but not limited to, the sustainability of our environment and supply chains, the promotion of economic opportunity or other societal initiatives.

| [Part I](#i55dba7a5534b4e0a8906aac30b2ec33b_10) | | | | | | | | |

| [Item 1C](#i55dba7a5534b4e0a8906aac30b2ec33b_46) | | | [Cybersecurity](#i55dba7a5534b4e0a8906aac30b2ec33b_46) | | | [28](#i55dba7a5534b4e0a8906aac30b2ec33b_43) | | |

| [Part II](#i55dba7a5534b4e0a8906aac30b2ec33b_61) | | | | | | | | |

| [Part IV](#i55dba7a5534b4e0a8906aac30b2ec33b_250) | | | | | | | | |

| | | | [Signatures](#i55dba7a5534b4e0a8906aac30b2ec33b_259) | | | [86](#i55dba7a5534b4e0a8906aac30b2ec33b_259) | | |

FOR THE FISCAL YEAR ENDED JANUARY 31, 2025

| [Part I](#if7bafa2f15c945fc9ed81e13b298f83b_10) | | | | | | | | |

| [Item 1C](#if7bafa2f15c945fc9ed81e13b298f83b_46) | | | [Cyber](#if7bafa2f15c945fc9ed81e13b298f83b_46)[s](#if7bafa2f15c945fc9ed81e13b298f83b_46)[ecurity](#if7bafa2f15c945fc9ed81e13b298f83b_46) | | | [28](#if7bafa2f15c945fc9ed81e13b298f83b_43) | | |

| [Part II](#if7bafa2f15c945fc9ed81e13b298f83b_58) | | | | | | | | |

| [Part III](#if7bafa2f15c945fc9ed81e13b298f83b_214) | | | | | | | | |

| | | | [Signatures](#if7bafa2f15c945fc9ed81e13b298f83b_241) | | | [86](#if7bafa2f15c945fc9ed81e13b298f83b_241) | | |

On February 23, 2024, the Company effected a 3-for-1 forward split of its common stock and a proportionate increase in the number of authorized shares.

All share and per share information, including share based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split.

- the reclassification of amounts related to our derivatives;

To operationalize our program, we deploy multidisciplinary teams, including cybersecurity personnel and professionals, to address cybersecurity threats and respond to cybersecurity incidents, including for those [added: recently acquired and] non-wholly owned subsidiaries whose systems have not been fully integrated into Walmart's networks.

Our CISO has been a Walmart associate for over 30 years, has served in various roles in information technology and information security at Walmart for [removed: almost] [added: more than] 20 years, and has received industry-recognized information security certifications.

Our cybersecurity program is informed by various industry frameworks including the National Institute of Standards and Technology Cybersecurity Framework [removed: for Improving Critical Infrastructure Cybersecurity (NIST-CSF Version 1.1),] [added: (NIST-CSF),] which are reflected in our related policies, standards, processes and practices.

We may implement changes to our cybersecurity program when deemed [removed: necessary] [added: appropriate] based on updates to [added: laws or] industry standards among other things.

We have multiple layers of security designed to detect and [removed: block] [added: prevent] cybersecurity events, as well as dedicated teams of cybersecurity personnel and professionals, which assist our CISO in helping to assess, identify, monitor, detect and manage cybersecurity risks, threats, vulnerabilities and incidents.

We collaborate with public and private entities and industry groups and engage third-party service providers to expand the capabilities and capacity of our cybersecurity program when deemed [removed: necessary.][added: appropriate.]

We regularly engage [added: assessors, consultants, auditors or other] third parties to assist with our assessments and testing.

[removed: Additional information about cybersecurity risks we face is discussed in "[Item 1A](#if7bafa2f15c945fc9ed81e13b298f83b_40)[.](#if7bafa2f15c945fc9ed81e13b298f83b_40) [](#if7bafa2f15c945fc9ed81e13b298f83b_40)[Risk Factors](#if7bafa2f15c945fc9ed81e13b298f83b_40),"] [added: Risk Factors](#i55dba7a5534b4e0a8906aac30b2ec33b_40),"] which should be read in conjunction with the information above.

Additional information about cybersecurity risks we face is discussed in "[Item 1A.

As of January 31, [removed: 2024(1),] [added: 2025(1),] retail unit counts for Walmart U.S., Sam's Club [added: U.S.] and [added: Walmart] International are summarized as follows:

| Neighborhood Markets and other small formats | | | [removed: 695] [added: 691] | | | | | | [removed: 28,414] [added: 28,245] | | |

| [removed: International] [added: Walmart International] | | | | | | | | | | | |

(1)Walmart International unit counts, with the exception of Canada, are as of December 31, [removed: 2023,] [added: 2024,] to correspond with the balance sheet date of the related geographic market.

Canada unit counts are as of January 31, [removed: 2024.][added: 2025.]

The following table provides further details of our retail units and distribution facilities, including return facilities and dedicated eCommerce fulfillment centers, as of January 31, [removed: 2024(1):][added: 2025(1):]

| Walmart U.S. retail units | | | | | | [removed: 4,041] [added: 4,039] | | | | | | [removed: 574] [added: 566] | | | | | | | | | | | | | | | | | | [removed: 4,615] [added: 4,605] | | |

| Sam's Club [added: U.S.] retail units | | | | | | [removed: 512] [added: 513] | | | | | | 87 | | | | | | | | | | | | | | | | | | [removed: 599] [added: 600] | | |

| Walmart U.S. distribution facilities | | | | | | [removed: 112] [added: 115] | | | | | | [removed: 50] [added: 49] | | | | | | | | | | | | | | | | | | [removed: 162] [added: 164] | | |

| Sam's Club [added: U.S.] distribution facilities | | | | | | 10 | | | | | | [removed: 20] [added: 21] | | | | | | | | | | | | | | | | | | [removed: 30] [added: 31] | | |

(1)Walmart International properties, with the exception of Canada, are as of December 31, [removed: 2023,] [added: 2024,] to correspond with the balance sheet date of the related geographic market.

[removed: (2)Also includes U.S. and international] [added: (2)Includes] distribution facilities which are third-party owned and operated.

| Supercenters | | | 3,559 | | | | | | 632,577 | | |

| Discount Stores | | | 355 | | | | | | 37,127 | | |

| Walmart U.S. Total | | | 4,605 | | | | | | 697,949 | | |

| Sam's Club U.S. | | | 600 | | | | | | 80,351 | | |

| U.S. Total | | | 5,205 | | | | | | 778,300 | | |

| Retail | | | 5,230 | | | | | | 235,279 | | |

| Wholesale | | | 336 | | | | | | 39,141 | | |

| Walmart International Total | | | 5,566 | | | | | | 274,420 | | |

| Total Company | | | 10,771 | | | | | | 1,052,720 | | |

| Walmart International retail units | | | | | | 1,487 | | | | | | 4,079 | | | | | | | | | | | | | | | | | | 5,566 | | |

| Total retail units | | | | | | 6,039 | | | | | | 4,732 | | | | | | | | | | | | | | | | | | 10,771 | | |

| Walmart International distribution facilities | | | | | | 23 | | | | | | 161 | | | | | | | | | | | | | | | | | | 184 | | |

| Total distribution facilities | | | | | | 148 | | | | | | 231 | | | | | | | | | | | | | | | | | | 379 | | |

Canada unit counts are as of January 31, 2025.

Business](#i55dba7a5534b4e0a8906aac30b2ec33b_16)."

| Supercenters | | | 3,560 | | | | | | 632,771 | | |

| Discount Stores | | | 360 | | | | | | 37,816 | | |

| Walmart U.S. Total | | | 4,615 | | | | | | 699,001 | | |

| Sam's Club | | | 599 | | | | | | 80,199 | | |

| Domestic Total | | | 5,214 | | | | | | 779,200 | | |

| Retail | | | 5,075 | | | | | | 236,180 | | |

| Wholesale | | | 327 | | | | | | 37,685 | | |

| International Total | | | 5,402 | | | | | | 273,865 | | |

| Total Company | | | 10,616 | | | | | | 1,053,065 | | |

| International retail units | | | | | | 1,469 | | | | | | 3,933 | | | | | | | | | | | | | | | | | | 5,402 | | |

| Total retail units | | | | | | 6,022 | | | | | | 4,594 | | | | | | | | | | | | | | | | | | 10,616 | | |

| International distribution facilities | | | | | | 22 | | | | | | 154 | | | | | | | | | | | | | | | | | | 176 | | |

| Total distribution facilities | | | | | | 144 | | | | | | 224 | | | | | | | | | | | | | | | | | | 368 | | |

Business](#if7bafa2f15c945fc9ed81e13b298f83b_16)."

As of March [removed: 13, 2024,] [added: 12, 2025,] there were [removed: 200,344] [added: 194,162] holders of record of Walmart's common stock, although there is a much larger number of beneficial owners.

This graph compares the cumulative total shareholder return on Walmart's common stock during the five fiscal years ended through fiscal [removed: 2024] [added: 2025] to the cumulative total returns on the S&P 500 Consumer Discretionary Distribution & Retailing Index (formerly named the S&P 500 Retailing Index) and the S&P 500 Index.

The comparison assumes $100 was invested on February 1, [removed: 2019] [added: 2020] in shares of our common stock and in each of the indices shown and assumes that all of the dividends were reinvested.

[removed: ][added: ]

| *Assumes $100 Invested on February 1, [removed: 2019] [added: 2020] Assumes Dividends Reinvested Fiscal Year ended January 31, [removed: 2024] [added: 2025] | | |

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| S&P 500 Consumer Discretionary Distribution & Retailing Index | | | 100.00 | | | | | | [removed: 117.54] [added: 141.39] | | | | | | [removed: 166.19] [added: 153.61] | | | | | | [removed: 180.56] [added: 125.62] | | | | | | [removed: 147.66] [added: 162.21] | | | | | | [removed: 190.67] [added: 227.91] | | |

All repurchases made during fiscal [removed: 2024] [added: 2025] were made under the current $20.0 billion share repurchase program approved in November 2022, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases.

As of January 31, [removed: 2024,] [added: 2025,] authorization for [removed: $16.5] [added: $12.0] billion of share repurchases remained under the share repurchase program.

Share repurchase activity under our share repurchase programs, on a trade date basis, for each month in the quarter ended January 31, [removed: 2024,] [added: 2025,] was as follows:

| Fiscal Period | | | | | | Total Number of Shares [removed: Repurchased(1)] [added: Repurchased] | | | | | | Average Price Paid per Share (in [removed: dollars)(1)] [added: dollars)] | | | | | | Total Number of Shares Repurchased as Part of Publicly Announced Plans or [removed: Programs(1)] [added: Programs] | | | | | | Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Plans or [removed: Programs(2)] [added: Programs(1)] (in billions) | | |

[removed: (2)] [added: (1)] Represents the approximate dollar value of shares that could have been repurchased under the current plan at the end of the month.

| Walmart Inc. | | | $ | 100.00 | | | | | $ | 124.77 | | | | | $ | 126.14 | | | | | $ | 131.84 | | | | | $ | 153.75 | | | | | $ | 277.25 | |

| S&P 500 Index | | | 100.00 | | | | | | 117.25 | | | | | | 144.56 | | | | | | 132.68 | | | | | | 160.30 | | | | | | 202.59 | | |

| November 1-30, 2024 | | | | | | 4,701,501 | | | | | | $ | 86.55 | | | | | 4,701,501 | | | | | | $ | 13.1 | |

| December 1-31, 2024 | | | | | | 5,727,132 | | | | | | 93.42 | | | | | | 5,727,132 | | | | | | 12.6 | | |

| January 1-31, 2025 | | | | | | 5,478,530 | | | | | | 93.25 | | | | | | 5,478,530 | | | | | | 12.0 | | |

| Total | | | | | | 15,907,163 | | | | | | | | | | | | 15,907,163 | | | | | | | | |

| Walmart Inc. | | | $ | 100.00 | | | | | $ | 120.27 | | | | | $ | 148.41 | | | | | $ | 148.47 | | | | | $ | 153.58 | | | | | $ | 177.30 | |

| S&P 500 Index | | | 100.00 | | | | | | 121.68 | | | | | | 142.67 | | | | | | 175.90 | | | | | | 161.45 | | | | | | 195.06 | | |

| November 1-30, 2023 | | | | | | 5,340,951 | | | | | | $ | 51.99 | | | | | 5,340,951 | | | | | | $ | 17.8 | |

| December 1-31, 2023 | | | | | | 13,913,403 | | | | | | 51.41 | | | | | | 13,913,403 | | | | | | 17.1 | | |

| January 1-31, 2024 | | | | | | 10,211,025 | | | | | | 53.62 | | | | | | 10,211,025 | | | | | | 16.5 | | |

| Total | | | | | | 29,465,379 | | | | | | | | | | | | 29,465,379 | | | | | | | | |

(1) Share and per share information in this table has been adjusted to reflect the 3-for-1 common stock split effected on February 23, 2024.

Refer to [Note 1](#if7bafa2f15c945fc9ed81e13b298f83b_148).

For the Fiscal Year Ended January 31, [removed: 2024][added: 2025]

| [removed: [Report of] [added: [Report](#i55dba7a5534b4e0a8906aac30b2ec33b_136)[s](#i55dba7a5534b4e0a8906aac30b2ec33b_136) [of] Independent Registered Public Accounting [removed: Firm](#if7bafa2f15c945fc9ed81e13b298f83b_124)] [added: Firm](#i55dba7a5534b4e0a8906aac30b2ec33b_136)] (PCAOB ID: 42) | | | [removed: [51](#if7bafa2f15c945fc9ed81e13b298f83b_124)] [added: [50](#i55dba7a5534b4e0a8906aac30b2ec33b_136)] | | |

| [Consolidated Statements of [removed: Income](#if7bafa2f15c945fc9ed81e13b298f83b_130)] [added: Income](#i55dba7a5534b4e0a8906aac30b2ec33b_142)] | | | [removed: [54](#if7bafa2f15c945fc9ed81e13b298f83b_130)] [added: [53](#i55dba7a5534b4e0a8906aac30b2ec33b_142)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#if7bafa2f15c945fc9ed81e13b298f83b_133)] [added: Income](#i55dba7a5534b4e0a8906aac30b2ec33b_145)] | | | [removed: [55](#if7bafa2f15c945fc9ed81e13b298f83b_133)] [added: [54](#i55dba7a5534b4e0a8906aac30b2ec33b_145)] | | |

| [Consolidated Balance [removed: Sheets](#if7bafa2f15c945fc9ed81e13b298f83b_136)] [added: Sheets](#i55dba7a5534b4e0a8906aac30b2ec33b_148)] | | | [removed: [56](#if7bafa2f15c945fc9ed81e13b298f83b_136)] [added: [55](#i55dba7a5534b4e0a8906aac30b2ec33b_148)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#if7bafa2f15c945fc9ed81e13b298f83b_139)] [added: Equity](#i55dba7a5534b4e0a8906aac30b2ec33b_151)] | | | [removed: [57](#if7bafa2f15c945fc9ed81e13b298f83b_139)] [added: [56](#i55dba7a5534b4e0a8906aac30b2ec33b_151)] | | |

| [Consolidated Statements of Cash [removed: Flows](#if7bafa2f15c945fc9ed81e13b298f83b_142)] [added: Flows](#i55dba7a5534b4e0a8906aac30b2ec33b_154)] | | | [removed: [58](#if7bafa2f15c945fc9ed81e13b298f83b_142)] [added: [57](#i55dba7a5534b4e0a8906aac30b2ec33b_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if7bafa2f15c945fc9ed81e13b298f83b_145)] [added: Statements](#i55dba7a5534b4e0a8906aac30b2ec33b_157)] | | | [removed: [59](#if7bafa2f15c945fc9ed81e13b298f83b_145)] [added: [58](#i55dba7a5534b4e0a8906aac30b2ec33b_157)] | | |

We have audited the accompanying consolidated balance sheets of Walmart Inc. (the Company) as of January 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the "Consolidated Financial Statements").

In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company at January 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended January 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March [removed: 15, 2024] [added: 14, 2025] expressed an unqualified opinion thereon.

| Description of the Matter | | | | | | As described in Note 10 to the Consolidated Financial Statements, at January 31, [removed: 2024,] [added: 2025,] the Company is involved in a number of legal proceedings and certain regulatory matters. The Company records a liability for those legal proceedings and regulatory matters when management determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred. In assessing the probability of occurrence and whether an estimate of loss can be reasonably estimated for a particular legal proceeding, management exercises judgment on matters relevant to each proceeding. Auditing management's accounting for, and disclosure of, loss contingencies was complex and highly judgmental as it involved our assessment of the significant judgments made by management when assessing the probability of loss for contingencies or when determining whether an estimate of the loss or range of loss could be made. | | |

We have audited Walmart Inc.'s internal control over financial reporting as of January 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Walmart Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated March [removed: 15, 2024] [added: 14, 2025] expressed an unqualified opinion thereon.

| *(Amounts in millions, except per share data)* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | | | | $ | [removed: 642,637] [added: 674,538] | | | | | $ | [removed: 605,881] [added: 642,637] | | | | | $ | [removed: 567,762] [added: 605,881] | |

| Membership and other income | | | | | | [removed: 5,488] [added: 6,447] | | | | | | [removed: 5,408] [added: 5,488] | | | | | | [removed: 4,992] [added: 5,408] | | |

| Total revenues | | | | | | [removed: 648,125] [added: 680,985] | | | | | | [removed: 611,289] [added: 648,125] | | | | | | [removed: 572,754] [added: 611,289] | | |

| Cost of sales | | | | | | [removed: 490,142] [added: 511,753] | | | | | | [removed: 463,721] [added: 490,142] | | | | | | [removed: 429,000] [added: 463,721] | | |

| Operating, selling, general and administrative expenses | | | | | | [removed: 130,971] [added: 139,884] | | | | | | [removed: 127,140] [added: 130,971] | | | | | | [removed: 117,812] [added: 127,140] | | |

| Operating income | | | | | | [removed: 27,012] [added: 29,348] | | | | | | [removed: 20,428] [added: 27,012] | | | | | | [removed: 25,942] [added: 20,428] | | |

| Debt | | | | | | [removed: 2,259] [added: 2,249] | | | | | | [removed: 1,787] [added: 2,259] | | | | | | [removed: 1,674] [added: 1,787] | | |

| Finance lease | | | | | | [removed: 424] [added: 479] | | | | | | [removed: 341] [added: 424] | | | | | | [removed: 320] [added: 341] | | |

| Interest income | | | | | | [removed: (546)] [added: (483)] | | | | | | [removed: (254)] [added: (546)] | | | | | | [removed: (158)] [added: (254)] | | |

| Interest, net | | | | | | [removed: 2,137] [added: 2,245] | | | | | | [removed: 1,874] [added: 2,137] | | | | | | [removed: 1,836] [added: 1,874] | | |

| Other (gains) and losses | | | | | | [removed: 3,027] [added: 794] | | | | | | [removed: 1,538] [added: 3,027] | | | | | | [removed: 3,000] [added: 1,538] | | |

| Income before income taxes | | | | | | [removed: 21,848] [added: 26,309] | | | | | | [removed: 17,016] [added: 21,848] | | | | | | [removed: 18,696] [added: 17,016] | | |

| Provision for income taxes | | | | | | [removed: 5,578] [added: 6,152] | | | | | | [removed: 5,724] [added: 5,578] | | | | | | [removed: 4,756] [added: 5,724] | | |

| Consolidated net income | | | | | | [removed: 16,270] [added: 20,157] | | | | | | [removed: 11,292] [added: 16,270] | | | | | | [removed: 13,940] [added: 11,292] | | |

| Consolidated net (income) loss attributable to noncontrolling interest | | | | | | [removed: (759)] [added: (721)] | | | | | | [removed: 388] [added: (759)] | | | | | | [removed: (267)] [added: 388] | | |

| Consolidated net income attributable to Walmart | | | | | | $ | [removed: 15,511] [added: 19,436] | | | | | $ | [removed: 11,680] [added: 15,511] | | | | | $ | [removed: 13,673] [added: 11,680] | |

| Basic net income per common share attributable to Walmart | | | | | | $ | [removed: 1.92] [added: 2.42] | | | | | $ | [removed: 1.43] [added: 1.92] | | | | | $ | [removed: 1.63] [added: 1.43] | |

| Diluted net income per common share attributable to Walmart | | | | | | [removed: 1.91] [added: 2.41] | | | | | | [removed: 1.42] [added: 1.91] | | | | | | [removed: 1.62] [added: 1.42] | | |

| Basic | | | | | | [removed: 8,077] [added: 8,041] | | | | | | [removed: 8,171] [added: 8,077] | | | | | | [removed: 8,376] [added: 8,171] | | |

| Diluted | | | | | | [removed: 8,108] [added: 8,081] | | | | | | [removed: 8,202] [added: 8,108] | | | | | | [removed: 8,415] [added: 8,202] | | |

| Dividends declared per common share | | | | | | $ | [removed: 0.7600] [added: 0.8300] | | | | | $ | [removed: 0.7467] [added: 0.7600] | | | | | $ | [removed: 0.7333] [added: 0.7467] | |

| *(Amounts in millions)* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Consolidated net income | | | | | | $ | [removed: 16,270] [added: 20,157] | | | | | $ | [removed: 11,292] [added: 16,270] | | | | | $ | [removed: 13,940] [added: 11,292] | |

| Consolidated net income attributable to Walmart | | | | | | [removed: 15,511] [added: 19,436] | | | | | | [removed: 11,680] [added: 15,511] | | | | | | [removed: 13,673] [added: 11,680] | | |

March 14, 2025

March 14, 2025

| Consolidated net (income) loss attributable to noncontrolling interest | | | | | | (721) | | | | | | (759) | | | | | | 388 | | |

| Currency translation and other | | | | | | (2,810) | | | | | | 888 | | | | | | (1,853) | | |

| Total assets | | | | | | $ | 260,823 | | | | | $ | 252,399 | |

| Consolidated net income | | | — | | | | | | — | | | | | | — | | | | | | 19,436 | | | | | | — | | | | | | 19,436 | | | | | | 766 | | | | | | 20,202 | | |

| Purchase of Company stock | | | (61) | | | | | | (6) | | | | | | (230) | | | | | | (4,241) | | | | | | — | | | | | | (4,477) | | | | | | — | | | | | | (4,477) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sale of subsidiary stock | | | — | | | | | | — | | | | | | 169 | | | | | | — | | | | | | — | | | | | | 169 | | | | | | 193 | | | | | | 362 | | |

| Other | | | 31 | | | | | | 3 | | | | | | 1,020 | | | | | | (8) | | | | | | — | | | | | | 1,015 | | | | | | 165 | | | | | | 1,180 | | |

| Balances as of January 31, 2025 | | | 8,024 | | | | | | 802 | | | | | | 5,503 | | | | | | 98,313 | | | | | | (13,605) | | | | | | 91,013 | | | | | | 6,408 | | | | | | 97,421 | | |

| Consolidated net income | | | | | | $ | 20,157 | | | | | $ | 16,270 | | | | | $ | 11,292 | |

| Proceeds from disposal of certain strategic investments | | | | | | 4,080 | | | | | | — | | | | | | — | | |

| Acquisitions1 | | | | | | 1,375 | | | | | | — | | | | | | — | | | | | | 1,375 | | |

| Balances as of January 31, 2025 | | | | | | $ | 4,739 | | | | | $ | 23,732 | | | | | $ | 321 | | | | | $ | 28,792 | |

1 Goodwill recorded in fiscal 2025 relates to the acquisition of VIZIO Holding Corp. in December 2024 within the Walmart U.S. segment.

2023, respectively, primarily due to net changes in the underlying stock prices of those investments.

The Company had debt securities classified as trading of $1.2 billion as of both January 31, 2025 and January 31, 2024, the majority of which is mandatorily redeemable in fiscal 2029, related to its retained investment in Asda, the Company's former retail operations in the U.K. The fair value of this investment is primarily estimated (generally using Level 3 inputs in the fair value hierarchy) by discounting the future cash flows over the remaining period until the mandatory redemption date at an appropriate discount rate reflecting Asda’s credit risk.

| *(Amounts in millions)* | | | | | | Fiscal 2025 | | |

| Confirmed obligations outstanding at the beginning of the year | | | | | | $ | 5,271 | |

| Invoices confirmed during the year | | | | | | 41,335 | | |

| Confirmed invoices paid during the year | | | | | | (40,810) | | |

| Confirmed obligations outstanding at the end of the year | | | | | | $ | 5,725 | |

Refer to [Note 5](#i55dba7a5534b4e0a8906aac30b2ec33b_172) for the self insurance reserves which are recorded in accrued liabilities in the Company's Consolidated Balance Sheets.

*Membership and Other Income*

Membership and other income primarily includes membership fee revenue associated with the Company's various membership offerings for customers and members across each reportable segment.

Additionally, membership and other income includes items such as rental and tenant income, recycling income and gift card breakage income.

Refer to [Note 5](#i55dba7a5534b4e0a8906aac30b2ec33b_172).

Cost of sales is reduced by supplier payments, except in certain situations as described below.

As a result, the Company’s cost of sales and operating, selling, general and administrative expenses for each of its reportable segments may not be comparable to those of other retailers.

The Company adopted the ASU for the fiscal year ended January 31, 2025 on a retrospective basis for all prior periods presented in the financial statements, which includes disclosure of cost of sales and operating, selling, general and administrative expenses by segment.

See [Note](#i55dba7a5534b4e0a8906aac30b2ec33b_205) [12](#i55dba7a5534b4e0a8906aac30b2ec33b_205).

The amendments should be applied prospectively, although optional retrospective application is permitted.

The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

In November 2024, the FASB issued ASU 2024-03, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses.

The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted and the amendments may be applied either prospectively or retrospectively.

The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

| *(Amounts in millions, except per share data)* | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Consolidated net income | | | | | | $ | 20,157 | | | | | $ | 16,270 | | | | | $ | 11,292 | |

| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting](#if7bafa2f15c945fc9ed81e13b298f83b_127) | | | [53](#if7bafa2f15c945fc9ed81e13b298f83b_127) | | |

March 15, 2024

| Loss on extinguishment of debt | | | | | | — | | | | | | — | | | | | | 2,410 | | |

| Net investment hedges | | | | | | — | | | | | | — | | | | | | (1,202) | | |

| Minimum pension liability | | | | | | (11) | | | | | | 5 | | | | | | 1,974 | | |

| | | | | | | | | | | | | | | |

| Balances as of February 1, 2021 | | | 8,464 | | | | | | $ | 846 | | | | | $ | 3,082 | | | | | $ | 88,763 | | | | | $ | (11,766) | | | | | $ | 80,925 | | | | | $ | 6,606 | | | | | $ | 87,531 | |

| Consolidated net income | | | — | | | | | | — | | | | | | — | | | | | | 13,673 | | | | | | — | | | | | | 13,673 | | | | | | 267 | | | | | | 13,940 | | |

| Purchase of Company stock | | | (210) | | | | | | (21) | | | | | | (412) | | | | | | (9,375) | | | | | | — | | | | | | (9,808) | | | | | | — | | | | | | (9,808) | | |

| Sale of subsidiary stock | | | — | | | | | | — | | | | | | 952 | | | | | | — | | | | | | — | | | | | | 952 | | | | | | 2,287 | | | | | | 3,239 | | |

| Other | | | 30 | | | | | | 3 | | | | | | 665 | | | | | | (5) | | | | | | — | | | | | | 663 | | | | | | 124 | | | | | | 787 | | |

| Losses on disposal of business operations | | | | | | — | | | | | | — | | | | | | 433 | | |

| Proceeds from disposal of certain operations, net of divested cash | | | | | | 135 | | | | | | — | | | | | | 7,935 | | |

| Premiums paid to extinguish debt | | | | | | — | | | | | | — | | | | | | (2,317) | | |

| Change in cash and cash equivalents reclassified from assets held for sale | | | | | | — | | | | | | — | | | | | | 1,848 | | |

As of January 31, 2024, the Company's reporting units consisted of Walmart U.S., Walmart International and Sam's Club.

| Balances as of February 1, 2022 | | | | | | $ | 2,941 | | | | | $ | 25,752 | | | | | $ | 321 | | | | | $ | 29,014 | |

| Acquisitions | | | | | | 433 | | | | | | 202 | | | | | | — | | | | | | 635 | | |

Equity investments without readily determinable fair values are

As of January 31, 2024 and January 31, 2023, the Company had $1.2 billion and $0.5 billion, respectively, in debt securities classified as trading.

In September 2022, the FASB issued *ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations*, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital.

The Company adopted this ASU as of February 1, 2023, other than the roll-forward disclosure requirement, which the Company will adopt in fiscal 2025.

*Net Investment Hedges*

Prior to the divestiture of the Company's operations in the United Kingdom and Japan as discussed in [Note 12](#if7bafa2f15c945fc9ed81e13b298f83b_187), the Company was a party to receive fixed-rate, pay fixed-rate cross currency interest rate swaps used to hedge the currency exposure associated with net investments of these foreign operations.

Changes in fair value attributable to the hedged risk were recorded in accumulated other comprehensive loss.

The Company also previously designated certain foreign currency denominated long-term debt as a hedge of currency exposure associated with the net investment of these divested operations and recorded foreign currency gain or loss associated with designated long-term debt in accumulated other comprehensive loss.

Upon closing of the sale of the Company's operations in the U.K. and Japan during the first quarter of fiscal 2022, these amounts were released from accumulated other comprehensive loss as discussed in [Note 4](#if7bafa2f15c945fc9ed81e13b298f83b_157).

*Membership Fee Revenue*

Membership fee revenue is included in membership and other income in the Company's Consolidated Statements of Income.

Cost of sales is reduced by supplier payments that are not a reimbursement of specific, incremental and identifiable costs.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The amendments should be applied prospectively.

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

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.

Performance-based restricted stock units vest based on the passage of time and achievement of performance criteria and generally range from 0% to 150% of the original award amount.

These plans may be subject to performance or other conditions, including vesting upon an initial public offering.

| Outstanding as of February 1, 2023 | | | | | | 48,660 | | | | | | $ | 42.67 | | | | | 21,480 | | | | | | $ | 46.29 | |

| Granted | | | | | | 35,751 | | | | | | 48.37 | | | | | | 12,999 | | | | | | 49.07 | | |

| Vested/exercised | | | | | | (31,794) | | | | | | 42.29 | | | | | | (10,383) | | | | | | 45.85 | | |

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, [removed: 2024] [added: 2025] was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.

Management has assessed the effectiveness of the Company's internal control over financial reporting as of January 31, [removed: 2024.][added: 2025.]

Management concluded that based on its assessment, Walmart's internal control over financial reporting was effective as of January 31, [removed: 2024.][added: 2025.]

The Company's internal control over financial reporting as of January 31, [removed: 2024,] [added: 2025,] has been audited by Ernst & Young LLP as stated in their report which appears herein.

There have been no changes in the Company's internal control over financial reporting as of January 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

We are continuing to upgrade our financial systems globally, and modernize functions across the business which will impact our internal control over financial reporting.

We are currently upgrading our financial system in stages, beginning in our U.S. and Canadian markets, including our general ledger which was upgraded for these markets during fiscal 2024.

Our financial system is a significant component of our internal control over financial reporting.

We will continue to implement other components of our new financial system in stages, and each implementation will impact our internal control over financial reporting.

On November 22, 2024, Kathryn McLay, Executive Vice President, President and Chief Executive Officer, Walmart International, entered into a stock trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.

Under the terms of the plan, Ms. McLay will sell an aggregate 40,000 shares of common stock.

The plan will terminate in December 2025.

None of the Company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended January 31, 2024, as such terms are defined under Item 408(a) or Regulation S-K.

[removed: Business](#if7bafa2f15c945fc9ed81e13b298f83b_16)"] [added: Business](#i55dba7a5534b4e0a8906aac30b2ec33b_16)"] herein under the caption "Information About Our Executive Officers," which is included in accordance with the Instruction to Item 401 of the SEC's Regulation S-K.

Information required by this Item 10 with respect to the Company's directors and certain family relationships is incorporated by reference to such information under the caption "Proposal No. 1 – Election of Directors" included in our Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of Shareholders (our "Proxy Statement").

No material changes have been made to the procedures by which shareholders of the Company may recommend nominees to our Board of Directors since those procedures were disclosed in our proxy statement relating to our [removed: 2023] [added: 2024] Annual Shareholders' Meeting as previously filed with the SEC.

[removed: Business](#if7bafa2f15c945fc9ed81e13b298f83b_16)"] [added: Business](#i55dba7a5534b4e0a8906aac30b2ec33b_16)"] above contains information relating to the availability of a copy of our Reporting Protocols for Senior Financial Officers and our Code of Conduct and the posting of amendments to and any waivers of the Reporting Protocols for Senior Financial Officers and our Code of Conduct on our website.

The Company has an insider trading policy ("Insider Trading Policy") that governs the purchase, sale and other dispositions of Walmart securities by its directors, officers, associates and the Company itself.

The Insider Trading Policy states, among other things, that our directors, officers and associates are prohibited from trading in such securities while in possession of material, nonpublic information.

The Company is also prohibited from trading in Walmart securities while in possession of material, nonpublic information related to the Company unless such trading activity complies with all applicable securities laws.

The Company believes the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable NYSE listing standards.

The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to the Insider Trading Policy filed as Exhibit 19 to this Annual Report on Form 10-K.

| 1. | | | | | | Financial Statements: See the Financial Statements in "[Item 8. Financial Statements and Supplementary [removed: Data](#if7bafa2f15c945fc9ed81e13b298f83b_118)."] [added: Data](#i55dba7a5534b4e0a8906aac30b2ec33b_130)."] | | |

| 3.1(a) | | | | | | [Restated Certificate of Incorporation of the Company dated February 1, 2018 is incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on February 1, [removed: 2018](http://www.sec.gov/Archives/edgar/data/104169/000010416918000013/exhibit31-212018.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/104169/000010416918000013/exhibit31-212018.htm)] | | |

| 4.3 | | | | | | [Indenture dated as of December 11, 2002, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, is incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 (File Number [removed: 333-101847)](http://www.sec.gov/Archives/edgar/data/104169/000093066102004320/dex45.txt)] [added: 333-101847)](https://www.sec.gov/Archives/edgar/data/104169/000093066102004320/dex45.txt)] | | |

| 4.4 | | | | | | [Indenture dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association is incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 (File Number [removed: 333-126512)](http://www.sec.gov/Archives/edgar/data/104169/000119312505140337/dex45.htm)] [added: 333-126512)](https://www.sec.gov/Archives/edgar/data/104169/000119312505140337/dex45.htm)] | | |

| 4.5 | | | | | | [First Supplemental Indenture, dated December 1, 2006, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4.6 to Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File Number [removed: 333-130569)](http://www.sec.gov/Archives/edgar/data/104169/000119312506248692/dex46.htm)] [added: 333-130569)](https://www.sec.gov/Archives/edgar/data/104169/000119312506248692/dex46.htm)] | | |

| 4.6 | | | | | | [Second Supplemental Indenture, dated December 19, 2014, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4.3 to Registration Statement on Form S-3 (File Number [removed: 333-201074)](http://www.sec.gov/Archives/edgar/data/104169/000119312514448061/d838288dex43.htm)] [added: 333-201074)](https://www.sec.gov/Archives/edgar/data/104169/000119312514448061/d838288dex43.htm)] | | |

| 4.7 | | | | | | [Third Supplemental Indenture, dated June 26, 2018, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4(S) to Current Report on Form 8-K filed on June 26, [removed: 2018](http://www.sec.gov/Archives/edgar/data/104169/000119312518204205/d561440dex4s.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/104169/000119312518204205/d561440dex4s.htm)] | | |

| [removed: 4.8*] [added: 4.8] | | | | | | [Description of Registrant's Securities](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit48fy24.htm) [added: [](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit48fy24.htm)[is incorporated by reference to](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit48fy24.htm) [Exhibit 4.8 to](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit48fy24.htm) [the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed on March 15, 2024](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit48fy24.htm)] | | |

| [removed: 10.1*] [added: 10.1] | | | | | | [Walmart Inc. Deferred Compensation Matching Plan, as amended and restated [removed: effective](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm) [November](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm) [](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm)[8](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm)[, 20](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm)[2](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm)[3](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm)] [added: effective November 8, 2023](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm) [](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm)[is incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm) [10.1](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm) [to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed on March 15, 2024](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit101fy24.htm)] (C) | | |

| 10.2 | | | | | | [Walmart Inc. Management Incentive Plan, as amended effective February 1, 2018 is incorporated by reference to Exhibit 10(b) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2018, filed on March 30, [removed: 2018](http://www.sec.gov/Archives/edgar/data/104169/000010416918000028/exhibit10b.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/104169/000010416918000028/exhibit10b.htm)] (C) | | |

| [removed: 10.3*] [added: 10.3] | | | | | | [Walmart Inc. 2016 Associate Stock Purchase Plan, as amended effective February 1, [removed: 20](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit103fy24.htm)[24](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit103fy24.htm) [](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit103fy24.htm)(C)] [added: 2024](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit103fy24.htm) [](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit103fy24.htm)[is incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit103fy24.htm) [10.3](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit103fy24.htm) [to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed on March 15, 2024](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit103fy24.htm) (C)] | | |

| 10.4 | | | | | | [Walmart Inc. Stock Incentive Plan of 2015, as amended effective February 1, 2018 is incorporated by reference to Exhibit 10(d) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2018, filed on March 30, [removed: 2018](http://www.sec.gov/Archives/edgar/data/104169/000010416918000028/exhibit10d.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/104169/000010416918000028/exhibit10d.htm)] (C) | | |

| 10.5 | | | | | | [Walmart Inc. Supplemental Executive Retirement Plan, as amended and restated effective February 1, [removed: 2023](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm) [is] [added: 2023 is] incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm)[5](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm) [to the](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm) [Annual](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm) [Report] [added: 10.5 to the Annual Report] on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm)[K](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm) [of] [added: 10-K of] the Company for the [removed: fiscal](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm) [year](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm) [ended](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm) [January](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm) [31,] [added: fiscal year ended January 31,] 2023 filed [removed: on](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm) [March 17](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm)[,] [added: on March 17,] 2023](https://www.sec.gov/Archives/edgar/data/104169/000010416923000020/wmtexhibit105fy23.htm) (C) | | |

| 10.6 | | | | | | [Walmart Inc. Director Compensation Deferral Plan, as amended effective February 1, 2018 is incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2018, filed on March 30, [removed: 2018](http://www.sec.gov/Archives/edgar/data/104169/000010416918000028/exhibit10f.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/104169/000010416918000028/exhibit10f.htm)] (C) | | |

| 10.7 | | | | | | [Form of Post-Termination Agreement and Covenant Not to Compete with attached Schedule of Executive Officers who have executed a Post-Termination Agreement and Covenant Not to Compete is incorporated by reference to Exhibit 10(p) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011, filed on March 30, [removed: 2011](http://www.sec.gov/Archives/edgar/data/104169/000119312511083157/dex10p.htm)] [added: 2011](https://www.sec.gov/Archives/edgar/data/104169/000119312511083157/dex10p.htm)] (C) | | |

| [removed: 10.7(a)*] [added: 10.7(a)] | | | | | | [Amended Schedule of Executive Officers who have executed a Post-Termination Agreement and Covenant Not to Compete in the form filed as Exhibit 10(p) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit107afy24.htm) [added: [](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit107afy24.htm)[is incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit107afy24.htm) [10.7](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit107afy24.htm)[(a)](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit107afy24.htm) [to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed on March 15, 2024](https://www.sec.gov/Archives/edgar/data/104169/000010416924000056/wmtexhibit107afy24.htm)] (C) | | |

| 10.9 | | | | | | [Form of Walmart Inc. Stock Incentive Plan of 2015 Global Share-Settled Performance-Based Restricted Stock Unit Notification and Terms and [removed: Conditions](https://www.sec.gov/Archives/edgar/data/104169/000010416922000012/wmtexhibit109fy22.htm) [](https://www.sec.gov/Archives/edgar/data/104169/000010416922000012/wmtexhibit109fy22.htm)[is] [added: Conditions is] incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2022, filed on March 18, 2022](https://www.sec.gov/Archives/edgar/data/104169/000010416922000012/wmtexhibit109fy22.htm) (C) | | |