1 unchanged sentence
Security Trading Plans of Directors and Executive Officers
−Removed: 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 October 31, 2023, as such terms are defined under Item 408(a) or Regulation S-K.
+Added: During the Company's fiscal quarter ended April 30, 2024, the following Section 16 officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement:
+Added: On February 28, 2024 , John Furner , Executive Vice President, President and Chief Executive Officer, Walmart U.S.
+Added: , entered into a stock trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.
+Added: Under the terms of the plan, Mr.
+Added: Furner will sell an aggregate 131,250 shares of common stock.
+Added: The plan will terminate on February 27, 2025.
+Added: On March 28, 2024 , Daniel J.
+Added: Bartlett , Executive Vice President, Corporate Affairs , entered into a stock trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.
+Added: Under the terms of the plan, Mr.
+Added: Bartlett may sell up to an aggregate $4,000,000 of common stock.
+Added: The plan will terminate in May 2026.
Cautionary Statement Regarding Forward-Looking Statements
13 unchanged sentences
a statement under the caption " Liquidity and Capital Resources - Liquidity " that Walmart's sources of liquidity will be adequate to fund its operations, finance its global investment activities, pay dividends and fund share repurchases;
−Removed: a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash Used in Financing Activities - Dividends " regarding the payment of annual dividends in fiscal 2024;
−Removed: a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash Used in Financing Activities - Company Share Repurchase Program " regarding funding of our share repurchase program;
+Added: a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash Provided by ( Used in ) Financing Activities - Dividends " regarding the payment of annual dividends in fiscal 2025;
+Added: a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash Provided by ( Used in ) Financing Activities - Company Share Repurchase Program " regarding funding of our share repurchase program;
statements under the caption " Liquidity and Capital Resources - Capital Resources " regarding management's expectations regarding the Company's cash flows from operations, current cash position, short-term borrowings and access to capital markets continuing to be sufficient to meet its anticipated cash requirements and contractual obligations, the Company's commercial paper and long-term debt ratings continuing to enable it to refinance its debts at favorable rates, factors that could affect its credit ratings, and the effect that lower credit ratings would have on its access to capital and credit markets and borrowing costs;
7 unchanged sentences
Economic Factors
−Removed: • economic, geo-political, capital markets and business conditions, trends and events around the world and in the markets in which Walmart operates;
+Added: • economic, geopolitical, capital markets and business conditions, trends and events around the world and in the markets in which Walmart operates;
• currency exchange rate fluctuations;
40 unchanged sentences
Regulatory and Other Factors
−Removed: • changes in existing, tax, labor and other laws and changes in tax rates, including the enactment of laws and the adoption and interpretation of administrative rules and regulations;
+Added: • changes in existing, tax, labor and other laws and changes in tax rates, including the enactment of laws and the adoption and interpretation of administrative rules and regulations, including those related to worker classification;
• the imposition of new taxes on imports, new tariffs and changes in existing tariff rates;
5 unchanged sentences
• the timing of federal income tax refunds;
−Removed: • natural disasters, changes in climate, catastrophic events and global health epidemics or pandemics, including COVID-19;
+Added: • natural disasters, changes in climate, catastrophic events and global health epidemics or pandemics;
• changes in generally accepted accounting principles in the United States.
7 unchanged sentences
The following documents are filed as an exhibit to this Quarterly Report on Form 10-Q:
−Removed: Exhibit 3.1 Restated Certificate of Incorporation of the Company dated February 1, 2018 is incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K that the Company filed on February 1, 2018
−Removed: Exhibit 3.2 Amended and Restated Bylaws of the Company dated November 10, 2022 are incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K that the Company filed on November 16, 2022
−Removed: Retirement Agreement between the Company and Judith McKenna dated August 16, 2023 is incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q that the Company filed on September 1, 2023 (C)
+Added: Exhibit 3.1(a)
+Added: 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, 2018
+Added: Exhibit 3.1(b)
+Added: Certificate of Amendment to the Restated Certificate of Incorporation of the Company, effective February 23, 2024 is incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on February 23, 2024
+Added: Amended and Restated Bylaws of the Company dated November 10, 2022 are incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on November 16, 2022
Exhibit 31.1* Chief Executive Officer Section 302 Certification
9 unchanged sentences
Exhibit 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Exhibit 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 2023, formatted in Inline XBRL (included in Exhibit 101)
+Added: Exhibit 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2024, formatted in Inline XBRL (included in Exhibit 101)
* Filed herewith as an Exhibit.
** Furnished herewith as an Exhibit.
−Removed: (C) This Exhibit is a management contract or compensatory plan or arrangement
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: November 30, 2023 By:
+Added: June 7, 2024 By:
Douglas McMillon
2 unchanged sentences
(Principal Executive Officer)
−Removed: November 30, 2023 By:
+Added: June 7, 2024 By:
/s/ John David Rainey
2 unchanged sentences
(Principal Financial Officer)
−Removed: November 30, 2023 By:
+Added: June 7, 2024 By:
Senior Vice President and Controller
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.