What changed in this filing

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Item 1. Business

2025-03-14 compared with 2024-03-15 · 153 added, 173 removed, 168 unchanged (66% of the section changed)

("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 – anytime and anywhere – by providing the opportunity to shop in both retail stores and through eCommerce, and to access our other service offerings.

("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 by providing the opportunity to shop in both retail stores and through eCommerce, and to access our other service offerings.

Through innovation, we strive to continuously improve a customer-centric experience that seamlessly integrates our eCommerce and retail stores in an omni-channel offering that saves time for our customers.

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Our operations comprise three reportable segments:

Walmart U.S., Walmart International and Sam's Club.

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.

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Our discussion is as of, and for the fiscal years ended, January 31, 2025 ("fiscal 2025"), January 31, 2024 ("fiscal 2024") and January 31, 2023 ("fiscal 2023").

During fiscal 2024, we generated total revenues of $648.1 billion, which was comprised primarily of net sales of $642.6 billion.

During fiscal 2025, we generated total revenues of $681.0 billion, which primarily comprised net sales of $674.5 billion.

We maintain our principal offices in Bentonville, Arkansas.

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In 2007, leveraging our physical stores, walmart.com launched its Site-to-Store service, enabling customers to make a purchase online and pick up merchandise in stores.

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

In recent years, we expanded our eCommerce and digital presence through acquisitions with our majority stakes in Flipkart and PhonePe in India.

To date, we now have over 8,000 pickup and delivery locations globally.

In 2018, we expanded our eCommerce and digital presence through acquisitions with our majority stakes in Flipkart and PhonePe in India.

We continue to heavily invest in omni-channel and eCommerce innovation, which enables us to leverage technology, talent and expertise, and expand our assortment and service offerings.

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In the U.S., our Walmart+ membership incorporates several service offerings which provide enhanced omni-channel shopping experiences and benefits for members.

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

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

These offerings represent mutually reinforcing pieces of our omni-channel model centered on our customers around the world who are increasingly seeking convenience.

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We are engaged in global operations of retail, wholesale and other units, as well as eCommerce, located throughout the U.S., Africa, Canada, Central America, Chile, China, India and Mexico.

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 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.

Walmart U.S., Walmart International and Sam's Club U.S., which are further described below.

Each segment contributes to the Company's operating results differently.

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 the exit of certain markets and fluctuations in currency exchange rates.

Additional information on our operating segments and geographic information is contained in Note 12 to our Consolidated Financial Statements.

is our largest segment and operates in the U.S., including in all 50 states, Washington D.C.

is our largest segment and operates 4,605 stores in the U.S., including in all 50 states, Washington D.C.

and Puerto Rico.

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had net sales of $462.4 billion for fiscal 2025, representing 69% of our fiscal 2025 consolidated net sales, and had net sales of $441.8 billion and $420.6 billion for fiscal 2024 and 2023, respectively.

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.

Omni-channel.

provides an omni-channel experience to customers, integrating retail stores and eCommerce, through services such as pickup and delivery, in-home delivery, ship-from-store and digital pharmacy fulfillment options.

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

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.

Our Walmart+ membership offering provides enhanced omni-channel shopping benefits including unlimited free shipping on eligible items with no order minimum, unlimited delivery from store, fuel discounts, mobile Scan & Go and access to additional member benefits.

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.

The following table provides the approximate size of our retail stores as of January 31, 2025:

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(1) Excludes other small formats.

Merchandise and Other Offerings.

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 & 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;

• Grocery consists of a full line of grocery items, including dry grocery, snacks, dairy, meat, produce, deli 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;

• General merchandise includes:

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◦ Fashion (e.g., apparel for adults and children, as well as shoes, jewelry and accessories);

◦ Home (e.g., housewares and small appliances, bed & 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, optical services and other clinical services.

Other categories in the Walmart U.S.

business include fuel and various service offerings such as in-house advertising via Walmart Connect, supply chain and fulfillment capabilities to online marketplace sellers via Walmart Fulfillment Services, initiatives such as business-to-business last mile delivery services via Walmart GoLocal, and a suite of data products for merchants and suppliers via Walmart Luminate.

Additional service offerings include financial services and related products (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.

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,"

"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," "Love & Sports," "Sofia Jeans by Sofia Vergara," and "The Pioneer Woman."

◦ Home (e.g., housewares and small appliances, bed 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, and optical services.

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.

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.

Seasonal Aspects of Operations.

Walmart U.S.'s business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as different weather patterns.

Historically, its highest sales volume has occurred in the fiscal quarter ending January 31.

competes with brick and mortar, eCommerce and omni-channel retailers operating discount, department, retail and wholesale grocers, drug, dollar, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, social commerce platforms, as well as companies that offer services in digital advertising, fulfillment and delivery services, health and wellness and financial services.

Each of these landscapes is highly competitive and rapidly evolving, and new business models and the entry of new, 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.

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.

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

Our ability to develop and operate units at the right locations and to deliver a customer-centric omni-channel experience largely determines our competitive position within the retail industry.

We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise and selection availability, services offered to customers, the quality of the products and services we offer, 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, cost and speed of and options for delivery to customers of merchandise purchased through our digital platforms or through our omni-channel integration of our physical and digital operations.

We employ many strategies and programs designed to meet competitive pressures within our industry.

These strategies include the following:

our pricing philosophy under which we price items at everyday low prices so our customers trust that our prices will not change under frequent promotional activity;

everyday low cost is our commitment to control expenses so our cost savings can be passed along to our customers;

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

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

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," "Sofia Jeans by Sofia Vergara," and "The Pioneer Woman."

Other offerings in the Walmart U.S.

business include in-house advertising for brands and online marketplace sellers, supply chain and fulfillment capabilities to online marketplace sellers, and data analytics and insights for merchants and suppliers.

Additional offerings include fuel, financial services and related products such as money orders, prepaid access, money transfers, check cashing, bill payment and certain types of installment lending.

Distribution.

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however, we contract with common carriers to transport the majority of our perishable grocery merchandise.

We ship merchandise purchased by customers on our eCommerce platforms by a number of methods from multiple locations including from our 30 dedicated eCommerce fulfillment centers, as well as leveraging our ability to ship or deliver directly from more tha n 4,300 s tores, some of which include market fulfillment centers, which are positioned inside or attached to our stores to fill online orders more efficiently.

We ship merchandise purchased by customers on our eCommerce platforms by a number of methods from multiple locations by leveraging our ability to deliver directly from stores and shipping from our 29 dedicated eCommerce fulfillment centers.

Walmart International Segment

Walmart International is our second largest segment and operates in 18 countries outside of the U.S.

Walmart International is our second largest segment and operates 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).

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 to our Consolidated Financial Statements for discussion of recent divestitures.

Walmart International includes numerous formats divided into two major categories:

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These categories consist of many formats, including:

supercenters, supermarkets, hypermarkets, warehouse clubs (including Sam's Clubs) and cash & 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 $114.6 billion for fiscal 2024, representing 18% of our fiscal 2024 consolidated net sales, and had net sales of $101.0 billion for both fiscal 2023 and 2022.

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.

supercenters, supermarkets, warehouse clubs (including our membership-only Sam's Club format) and cash 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 $121.9 billion for fiscal 2025, representing 18% of our fiscal 2025 consolidated net sales, and had net sales of $114.6 billion and $101.0 billion for fiscal 2024 and 2023, respectively.

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.

We are being deliberate about where and how we choose to operate and continue to re-shape the portfolio to best enable long-term, sustainable and profitable growth.

As such, we have taken certain strategic actions to strengthen our Walmart International portfolio for the long-term, which include the following highlights over the last three years:

• 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.

• Bought out the noncontrolling interest shareholders of our Massmart subsidiary in November 2022 and exited operations in certain countries in Africa.

• Increased our ownership in PhonePe, our digital payments platform in India, as part of the separation from Flipkart in December 2022.

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

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.

We continue to expand our marketplace offerings, which also unlock fulfillment and advertising services.

Walmart International provides a convenient and seamless omni-channel experience to customers, integrating retail stores and eCommerce, such as through our pickup and delivery services in most of our markets, including same-day delivery.

We continue to expand our marketplace offerings, which also further unlocks fulfillment and advertising services.

Generally, retail units' selling areas range in size from 1,400 square feet to 186,000 square feet.

Our wholesale stores' selling areas generally range in size from 25,000 square feet to 158,000 square feet.

As of January 31, 2024, Walmart International had over 2,800 pickup and over 2,900 delivery locations.

As of January 31, 2025, Walmart International had approximately 2,900 pickup and delivery locations.

Merchandise and Other Offerings.

The merchandising strategy for Walmart International is similar to that of our operations in the U.S.

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Along with the private brands we market globally, such as "Equate," "George," "Great Value," "Holiday Time," "Mainstays," "Marketside" and "Parent's Choice," our international markets have developed market specific brands including "Aurrera" and "Lider." In addition, we have developed and continue to grow our relationships with regional and local suppliers in each market to ensure reliable sources of quality merchandise that is equal to national brands at low prices.

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

Our businesses in Mexico and Canada, for example, offer prepaid cards and money transfers, and our PhonePe business in India continues to grow, providing a platform that offers mobile and bill payment, person-to-person (P2P) payment, investment and insurance solutions, financial services and advertising.

In Mexico, we also offer a value-based internet and telephone service allowing customers to enjoy digital connectivity.

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

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.

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.

Our ability to develop and operate units at the right locations and to deliver a customer-centric omni-channel experience largely determines our competitive position within the retail industry.

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.

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

In Mexico, we also offer a value-based internet and telephone service enhancing customer experiences through digital connectivity.

Distribution.

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Across the segment, we have efficient networks connecting physical stores and distribution and fulfillment centers, which facilitate the movement of goods to where our customers live.

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 Segment

Sam's Club operates in 44 states in the U.S.

and in Puerto Rico.

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

Sam's Club had net sales of $86.2 billion for fiscal 2024, representing 13% of our consolidated fiscal 2024 net sales, and had net sales of $84.3 billion and $73.6 billion for fiscal 2023 and 2022, respectively.

As a membership-only warehouse club, membership income is a significant component of the segment's operating income.

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

Sam's Club U.S.

is a membership-only club that operates 600 clubs in 44 states in the U.S.

and Puerto Rico and also operates samsclub.com.

Sam's Club U.S.

had net sales of $90.2 billion for fiscal 2025, representing 13% of our consolidated fiscal 2025 net sales, and had net sales of $86.2 billion and $84.3 billion for fiscal 2024 and 2023, respectively.

As a membership-only club, membership income is a significant component of the segment's operating income.

The following two options are available to members:

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All memberships include a spouse/household card at no additional cost.

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.

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 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.

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.

The warehouse facility sizes generally range between 94,000 and 168,000 square feet, with an average size of approximately 134,000 square feet.

Sam's Club offers merchandise in the following five merchandise categories:

• Grocery and consumables includes dairy, meat, bakery, deli, produce, dry, chilled or frozen packaged foods, alcoholic and nonalcoholic beverages, floral, snack foods, candy, other grocery items, health and beauty aids, paper goods, laundry and home care, baby care, pet supplies and other consumable items;

• Fuel, tobacco and other categories;

• Home and apparel includes home improvement, outdoor living, gardening, furniture, apparel, jewelry, tools and power equipment, housewares, toys, seasonal items, mattresses and tire and battery centers;

• Health and wellness includes pharmacy, optical and hearing services and over-the-counter drugs;

• Technology, office and entertainment includes consumer electronics and accessories, software, video games, office supplies, appliances and third-party gift cards.

Sam's Club U.S.

offers merchandise in the following four merchandise categories:

• Grocery consists of dairy, meat, bakery, deli, produce, dry, chilled or frozen packaged foods, alcoholic and nonalcoholic beverages, floral, snack foods, candy, other grocery items, as well as consumables such as health and beauty aids, paper goods, laundry and home care, baby care, pet supplies and other consumable items;

• General merchandise includes home, hardlines and seasonal items (such as home improvement, outdoor living, gardening, furniture, apparel, jewelry, tools and power equipment, housewares, toys and mattresses), as well as technology and entertainment items (such as consumer electronics and accessories, software, video games, office supplies, appliances and third-party gift cards);

• Health and wellness includes pharmacy, optical and hearing services, over-the-counter drugs;

and protein and nutrition;

• Fuel and other categories.

Within the categories above, the Member's Mark private label brand continues to expand its assortment and deliver member value.

Sam's Club is available to members through warehouse club locations, as well as online or through the mobile application 24 hours a day.

Club locations offer Plus Members the ability to shop before regular operating hours.

Consistent with its strategy, Sam's Club continues to develop technology tools to drive a great member experience.

Curbside Pickup is available at clubs to help provide fast, easy and contact-free shopping for members.

Sam's Club also offers Scan & Go, a mobile checkout and payment solution, which allows members to bypass the checkout line.

Seasonal Aspects of Operations.

Sam's Club's business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as different weather patterns.

Historically, its highest sales volume has occurred in the fiscal quarter ending January 31.

Sam's Club competes with other membership-only warehouse clubs, the largest of which is Costco, as well as with discount retailers, retail and wholesale grocers, general merchandise wholesalers and distributors, gasoline stations as well as omni-channel and eCommerce retailers and catalog businesses.

At Sam's Club, we provide value at members-only prices, a quality merchandise assortment, and bulk sizing to serve both our Plus and Club members.

Our eCommerce website and mobile commerce applications have increasingly become important factors in our ability to compete.

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.

Distribution.

We utilize 30 dedicated distribution facilities located strategically throughout the U.S., as well as some of the Walmart U.S.

segment's distribution facilities which service the Sam's Club segment for certain items.

During fiscal 2024, the majority of Sam's Club's non-fuel club purchases were shipped from these facilities, while the remainder of our purchases were shipped directly to Sam's Club locations by suppliers.

Sam's Club ships merchandise purchased on samsclub.com and through its mobile commerce applications by a number of methods including shipments made directly from clubs, 15 dedicated eCommerce fulfillment centers and other distribution centers.

Sam's Club uses a combination of our private truck fleet, as well as common carriers, to transport perishable and non-perishable merchandise from distribution facilities to clubs.

Intellectual Property

We regard our trademarks, service marks, copyrights, patents, domain names, trade dress, trade secrets, proprietary technologies and similar intellectual property as important to our success, and with respect to our associates, customers and others, we rely on trademark, copyright, and patent laws, trade-secret protection, and confidentiality and/or license agreements to protect our proprietary rights.

We have registered, or applied for the registration of, a number of U.S.

and international domain names, trademarks, service marks and copyrights.

Additionally, we have filed U.S.

and international patent applications covering certain of our proprietary technology.

We have licensed in the past, and expect that we may license in the future, certain of our proprietary rights to third parties.

Sam's Club U.S.

utilizes 31 dedicated distribution facilities located strategically throughout the U.S., as well as some of the Walmart U.S.

segment's distribution facilities which service the Sam's Club U.S.

segment for certain items.

Sam's Club U.S.

uses a combination of our private truck fleet, as well as common carriers, to transport perishable and non-perishable merchandise from distribution facilities to clubs.

During fiscal 2025, the majority of Sam's Club U.S.'s non-fuel club purchases were shipped from these facilities, while the remainder of our purchases were shipped directly to Sam's Club U.S.

locations by suppliers.

Sam's Club U.S.

ships merchandise purchased on samsclub.com and through its mobile applications by a number of methods including shipments made directly from clubs, 14 dedicated eCommerce fulfillment centers and other distribution centers.

Other Information

We compete with brick and mortar, eCommerce and omni-channel retailers operating discount, department, retail and wholesale grocery, drug, dollar, variety and specialty stores, supermarkets, and supercenter-type stores, 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 effectively operate different formats at the right locations and to deliver a customer-centric omni-channel experience largely determines our competitive position in the retail industry within the markets where we operate.

Each of these landscapes is highly competitive and rapidly evolving, and new business models and the entry of new, 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.

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.

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

We employ many strategies and programs designed to meet competitive pressures within our industry.

These strategies include the following:

our pricing philosophy under which we price items at everyday low prices so our customers trust that our prices will not change under frequent promotional activity;

everyday low cost is our commitment to control expenses so our cost savings can be passed along to our customers;

• Omni-channel offerings such as pickup and delivery, all of which enhance convenience and seek to serve customers in the ways they want to be served;

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

Seasonal Aspects of Operations.

Our business is seasonal to a certain extent and varies by country due to different national and religious holidays, festivals and customs, as well as different weather patterns.

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

Suppliers and Supply Chain.

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Our ability to acquire from our suppliers the assortment and volume of products we wish to offer to our customers, to receive those products within the required time through our supply chain and to distribute those products to our stores and clubs, determines, along with other supply chain logistics matters (such as containers or port access for example), in part, our in-stock levels in our stores and clubs and the attractiveness of our merchandise assortment we offer to our customers and members.

Intellectual Property.

We have registered, or applied for the registration of, a number of U.S.

and international domain names, trademarks, service marks and copyrights.

Additionally, we have filed U.S.

and international patent applications covering certain of our proprietary technology.

We have licensed in the past, and expect that we may license in the future, certain of our proprietary rights to third parties.

Government Regulation.

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Risk Factors " under the sub-caption "Legal, Tax, Regulatory, Compliance, Reputational and Other Risks."

Environmental, Social and Governance ("ESG") Priorities

Our ESG strategy is centered on the concept of creating shared value:

we believe we maximize long-term value and create competitive advantage for the Company by serving our stakeholders, including our customers, associates, shareholders, suppliers, business partners and communities.

We believe that addressing such societal needs builds the value of our business, including by enhancing customer and associate trust, creating new business opportunities, managing cost and risk, building capabilities for future advantage and strengthening the underlying systems on which Walmart and our stakeholders rely.

We prioritize the ESG issues that offer the greatest potential for Walmart to create shared value:

issues that rank high in relevance to our business and stakeholders and which Walmart is positioned to make a positive impact.

Our current ESG priorities are categorized into four broad themes:

Our Shared Value Priorities

We seek to operate our business in a way that creates shared value:

We believe we maximize long-term value and create competitive advantage for the Company by delivering for our stakeholders, including our customers, associates, shareholders, suppliers, business partners and communities.

We believe that addressing their needs builds the value of our business, including by enhancing trust, creating new business opportunities, managing cost and risk, building capabilities for future advantage and strengthening the underlying systems on which we rely.

We prioritize issues that offer the greatest potential for Walmart to create long-term shared value:

Issues that rank high in relevance to our business, importance to building and maintaining stakeholder trust and in which Walmart has the ability to be an effective actor.

Our current priorities are categorized into four broad themes:

opportunity, sustainability, community and ethics and integrity.

• Opportunity .

Retail can be a powerful engine for inclusive economic opportunity.

We aim to advance belonging, diversity, equity and inclusion, and create opportunity for Walmart associates (as further described in the Human Capital Management section below), our suppliers and workers in supply chains, and the communities in which we operate.

Doing so helps us fulfill our customer mission, strengthens our business and helps people build a better life for themselves and their families.

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.

Our approach includes creating opportunities for Walmart associates (as further described in the Human Capital Management section below), our suppliers, workers in supply chains and the communities we serve.

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.

• Sustainability .

Walmart's sustainability efforts focus on our ability to create and preserve long-term value for both people and planet.

With respect to people, our sustainability efforts include sourcing responsibly, helping prevent forced labor, empowering women, creating inclusive economic opportunity and selling safer, healthier products.

With respect to the planet, our efforts aim to enhance the sustainability of product supply chains by reducing emissions, protecting and restoring nature and reducing waste.

To help address the effects of climate change, Walmart has set science-based targets for emissions reduction, including our goal to achieve zero emissions in our operations by 2040—without offsets—and to reduce, avoid or sequester one billion metric tons of emissions in our value chain by 2030 under our Project Gigaton initiative.

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.

With respect to the environment, our efforts aim to enhance the sustainability of product supply chains;

preserve, protect, and restore nature;

reduce waste;

procure renewable sources of energy;

and reduce greenhouse gas emissions.

• Community .

Walmart aims to serve and strengthen communities by operating our business in a way that meets the needs of our customer and community stakeholder groups, including by providing safer, healthier and more affordable food and other products, disaster support, associate volunteerism, local grant programs and community cohesion initiatives.

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.

• Ethics and Integrity .

At every level of our Company, we work to create a culture that inspires trust among our associates, with our customers and in the communities we serve .

We periodically publish information on our ESG priorities, strategies and progress on our corporate website and may update those disclosures from time to time.

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.

We periodically publish information on our shared value priorities, strategies, progress, and challenges on the environmental, social and governance (" ESG") reporting section of our corporate website and may update those disclosures from time to time.

Nothing on our website, including our ESG reporting, documents or sections thereof, shall be deemed incorporated by reference into this Annual Report on Form 10-K or incorporated by reference into any of our other filings with the SEC.

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Belonging - Focus on creating a workplace where all associates feel seen, supported and connected through a culture of belonging.

We publish our diversity representation twice yearly and hold ourselves accountable to providing recurring belonging, diversity, equity and inclusion updates to senior leadership – including our President and CEO – and members of the Board of Directors.

Of the approximately 2.1 million associates employed worldwide, 52% identify as women.

In the U.S., 51% of the approximately 1.6 million associates identify as people of color.

Our Belonging programs aim to create equitable opportunities for everyone, regardless of background, so that every eligible and qualified individual can thrive and perform.

We publish our workforce representation and hold ourselves accountable to providing recurring belonging updates to senior leadership – including our President and CEO – and members of the Board of Directors.

Of the approximately 2.1 million associates employed worldwide, 51% are women.

In the U.S., 51% of the approximately 1.6 million associates are people of color.

Our Belonging focus aims to create opportunities for everyone, so that every eligible and qualified individual can thrive and perform.

We regularly review our processes around fair-pay practices and are committed to creating a performance culture where associates are rewarded based on meaningful factors such as qualifications, experience, performance and the work they do.

To build a company where associates feel seen, supported and connected, we gather and respond to associate feedback in a variety of ways, including in-person dialogue;

real-time digital insights such as pulse surveys;

formal surveys like our associate engagement survey;

and always-on confidential channels, including our Open Door process and ethics channels.

leadership visits and listening sessions;

surveys like our associate engagement survey and monthly pulse surveys;

and always-on confidential channels, including our Open Door processes and ethics channels.

Well-being - Prioritize the emotional, physical and financial well-being of associates.

We invest in our associates by offering competitive wages, as well as a broad range of benefits to meet the diverse needs of our global associate population and their eligible dependents.

In the U.S., this includes company-paid benefits such as 401(k) match, family building support, maternity leave, fertility benefits, a paid parental leave program to all full-time associates, paid time off, Associate Stock Purchase Plan match, life insurance, behavioral and mental health services, a Walmart discount card or Sam's Club membership and predictable scheduling that helps associates plan for life outside of work and know what to expect in their paychecks.

Additional information about how we invest in our associates' well-being, including wage structure and pay, can be found in our Human Capital brief in our most recent ESG reporting, which is available on our corporate website.

In the U.S., this includes company-paid benefits such as 401(k) match, family building benefits, maternity leave, fertility benefits, a paid parental leave program to all full-time associates, paid time off, Associate Stock Purchase Plan match, life insurance, medical coverage (including supporting associates with a U.S.

Medical Plan with free virtual visits for medical doctor urgent care), behavioral and mental health services (including virtual care with psychiatrists and psychologists), a Walmart discount card or Sam's Club membership and predictable scheduling that helps associates plan for life outside of work and know what to expect in their paychecks.

Additional information about how we invest in our associates' well-being, including wage structure and pay, can be found in the Our People brief in our most recent ESG reporting, which is available on our corporate website.

Nothing on our website, including our ESG reporting documents, or sections thereof, shall be deemed incorporated by reference into this Annual Report on Form 10-K or incorporated by reference into any of our other filings with the SEC.

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Growth - Provide ongoing growth, development and learning opportunities for associates and continue to attract talent with new skills.

We are invested in the growth of our associates – in support of our business and their success – by offering good jobs that lead to great careers and better lives.

We are invested in the growth of our associates – in support of our business and their success – by offering good entry-level jobs in addition to multiple career pathways that lead to great careers and better lives.

Approximately 75% of our U.S.

salaried store, club and supply chain management started their careers in hourly positions.

Our focus on providing a path of opportunity for our associates through robust training, competitive wages and benefits and career advancement creates a strong associate value proposition and strengthens our workforce.

In the U.S., we seek to enable these pathways through programs like Walmart Academy and Live Better U (LBU).

Our focus on providing a path of opportunity for our associates through robust training, competitive wages and benefits and career mobility creates a strong associate value proposition and strengthens our workforce.

In the U.S., we seek to enable these pathways through programs like Walmart Academy, Live Better U ("LBU"), and other various associate training programs.

Walmart Academy offers training for on-the-job retail skills, leadership and well-being, serving our associates through a combination of digital and in-person offerings.

Additionally, our LBU program provides access to educational opportunities for our part-time and full-time frontline eligible associates in the U.S.

through high school diplomas, short-form certificates and credentials or college degrees.

Additionally, our LBU program provides access to educational opportunities for our eligible part-time and full-time associates in the U.S.

and Puerto Rico, allowing associates the opportunity to learn critical skills in order to promote into in-demand jobs within the company through high school diplomas, short-form certificates and credentials or college degrees.

Digital - Drive a digital transformation that improves the associate experience and powers the business .

To deliver a seamless customer and associate experience, we continue to invest in consumer-grade digital tools designed to improve associate productivity and efficiency, engagement and performance, allowing associates to spend more time generating new ideas, developing strategy and building relationships.

This capability has been expanded to certain international markets.

Technology is also used to improve associate experience, including an app developed to capture real-time associate feedback.

Walmart also supports associates on the U.S.

Medical Plan with free virtual visits for medical doctor urgent care and mental health care with psychiatrists and psychologists.

To deliver a seamless customer and associate experience, we continue to invest in consumer-grade digital tools designed to improve associate productivity, efficiency, engagement, and performance — and these capabilities have been expanded to some international markets.

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

Our Website and Availability of SEC Reports and Other Information

Our corporate website is located at www.stock.walmart.com.

We file with, or furnish to, the SEC Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports, proxy statements and annual reports to shareholders, and, from time to time, other documents.

The reports and other documents filed with, or furnished to, the SEC are available to investors on or through our corporate website free of charge as soon as reasonably practicable after we electronically file them with or furnish them to the SEC.

The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that file electronically with the SEC.

The address of that website is www.sec.gov.

Our SEC filings, our Reporting Protocols for Senior Financial Officers and our Code of Conduct can be found on our website at www.stock.walmart.com.

These documents are available in print to any shareholder who requests a copy by writing or calling our Investor Relations Department, which is located at our principal offices.

A description of any substantive amendment or waiver of Walmart's Reporting Protocols for Senior Financial Officers or our Code of Conduct for our chief executive officer, our chief financial officer and our controller, who is our principal accounting officer, will be disclosed on our website at www.stock.walmart.com under the Corporate Governance section.

Any such description will be located on our website for a period of 12 months following the amendment or waiver.

Information About Our Executive Officers

4 unchanged sentences

Bartlett Executive Vice President, Corporate Affairs, effective June 2013.

From November 2007 to June 2013, he served as the Chief Executive Officer and President of U.S.

From November 2007 to June 2013, he served as Chief Executive Officer and President of U.S.

Operations at Hill & Knowlton, Inc., a public relations company.

5 unchanged sentences

effective November 2019.

From February 2017 until November 2019, he served as President and Chief Executive Officer, Sam's Club.

From February 2017 until November 2019, he served as President and Chief Executive Officer, Sam's Club U.S.

Suresh Kumar Executive Vice President, Global Chief Technology Officer and Chief Development Officer effective July 2019.

2 unchanged sentences

Kathryn McLay Executive Vice President, President and Chief Executive Officer, Walmart International, effective August 2023.

From 2019 to 2023, she served as Executive Vice President, President and Chief Executive Officer, Sam's Club.

From 2019 to 2023, she served as Executive Vice President, President and Chief Executive Officer, Sam's Club U.S.

From February 2019 to November 2019, she served as Executive Vice President, Walmart U.S.

8 unchanged sentences

Christopher Nicholas

Executive Vice President, President and Chief Executive Officer, Sam's Club effective September 2023.

Executive Vice President, President and Chief Executive Officer, Sam's Club U.S.

effective September 2023.

From October 2021 to September 2023, he served as Executive Vice President, Chief Operating Officer, Walmart U.S.

4 unchanged sentences

From September 2015 to June 2022, he served as Chief Financial Officer and Executive Vice President, Global Customer Operations for PayPal Holdings, Inc.

Our Website and Availability of SEC Reports and Other Information

Our corporate website is located at www.stock.walmart.com.

The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that file electronically with the SEC.

The address of that website is www.sec.gov.

Our SEC filings, our Reporting Protocols for Senior Financial Officers and our Code of Conduct can be found on our website at www.stock.walmart.com.

These documents are available in print to any shareholder who requests a copy by writing or calling our Investor Relations Department, which is located at our principal offices.

Any such description will be located on our website for a period of 12 months following the amendment or waiver.

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.

What changed 10-K

Item 1. Business