What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-14 compared with 2024-03-15 · 325 added, 274 removed, 872 unchanged (41% of the section changed)

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For the Fiscal Year Ended January 31, 2025

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

Report s of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Income

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Interest, net 2,245 2,137 1,874

Loss on extinguishment of debt — — 2,410

Other (gains) and losses 794 3,027 1,538

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

Net investment hedges — — ( 1,202 )

Cash flow hedges ( 49 ) 56 ( 203 )

Minimum pension liability ( 11 ) 5 1,974

Other comprehensive income (loss), net of income taxes ( 2,859 ) 944 ( 2,056 )

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Total assets $ 260,823 $ 252,399

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND SHAREHOLDERS' EQUITY

Current liabilities:

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Redeemable noncontrolling interest 271 222

Shareholders' equity:

Common stock 802 805

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Total Walmart shareholders' equity 91,013 83,861

Noncontrolling interest 6,488 7,061

Total equity 90,349 83,754

Total liabilities, redeemable noncontrolling interest, and equity $ 252,399 $ 243,197

Nonredeemable noncontrolling interest

Total shareholders' equity

97,421 90,349

Total liabilities, redeemable noncontrolling interest, and shareholders' equity

$ 260,823 $ 252,399

See accompanying notes.

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Accumulated Total

Capital in Other Walmart

(Amounts in millions) Common Stock Excess of Retained Comprehensive Shareholders' Noncontrolling Total

Capital in Other Walmart Nonredeemable Total

(Amounts in millions) Common Stock Excess of Retained Comprehensive Shareholders' Noncontrolling Shareholders'

Shares Amount Par Value Earnings Income (Loss) Equity Interest Equity

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Consolidated net income — — — 11,680 — 11,680 ( 388 ) 11,292

Other comprehensive income (loss), net of income taxes — — — — 3,000 3,000 ( 230 ) 2,770

Other comprehensive loss, net of income taxes — — — — ( 1,652 ) ( 1,652 ) ( 404 ) ( 2,056 )

Cash dividends declared ($ 0.7467 per share)

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Cash dividend declared to noncontrolling interest — — — — — — ( 449 ) ( 449 )

Purchase of noncontrolling interest — — ( 18 ) — ( 1,262 ) ( 1,280 ) ( 493 ) ( 1,773 )

Sale of subsidiary stock — — 48 — — 48 18 66

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Consolidated net income — — — 15,511 — 15,511 774 16,285

Other comprehensive (loss), net of income taxes — — — — ( 1,652 ) ( 1,652 ) ( 404 ) ( 2,056 )

Other comprehensive income, net of income taxes — — — — 378 378 566 944

Cash dividends declared ($ 0.7600 per share)

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

Other comprehensive income, net of income taxes — — — — 378 378 566 944

Other comprehensive loss, net of income taxes — — — — ( 2,303 ) ( 2,303 ) ( 556 ) ( 2,859 )

Cash dividends declared ($ 0.8300 per share)

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Cash dividend declared to noncontrolling interest — — — — — — ( 648 ) ( 648 )

Purchase of noncontrolling interest — — ( 1,076 ) — — ( 1,076 ) ( 1,367 ) ( 2,443 )

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

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Depreciation and amortization 12,973 11,853 10,945

Net unrealized and realized (gains) and losses 3,193 1,683 2,440

Losses on disposal of business operations — — 433

Investment (gains) and losses, net

878 3,193 1,683

Deferred income taxes ( 635 ) ( 175 ) 449

Loss on extinguishment of debt — — 2,410

Other operating activities 2,889 2,642 1,919

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Proceeds from the disposal of property and equipment 432 250 170

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

Proceeds from disposal of certain strategic investments

Payments for business acquisitions, net of cash acquired

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Repayments of long-term debt ( 3,468 ) ( 4,217 ) ( 2,689 )

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

Dividends paid ( 6,688 ) ( 6,140 ) ( 6,114 )

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Net increase (decrease) in cash, cash equivalents and restricted cash ( 399 ) 1,094 ( 5,993 )

Change in cash and cash equivalents reclassified from assets held for sale

Cash, cash equivalents and restricted cash at beginning of year 9,935 8,841 14,834

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Summary of Significant Accounting Policies

("Walmart" or the "Company") 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.

("Walmart" or the "Company") 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.

Through innovation, the Company is striving to continuously improve a customer-centric experience that seamlessly integrates eCommerce and retail stores in an omni-channel offering that saves time for its customers.

The Company's 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.

Principles of Consolidation

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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.

All share and per share information, including share based compensation, has been retroactively adjusted to reflect the stock split.

The shares of common stock retain a par value of $ 0.10 per share.

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due to local laws, other restrictions or are subject to the approval of the noncontrolling interest shareholders.

Receivables are stated at their carrying values, net of a reserve for doubtful accounts, and are primarily due from the following:

customers, which includes pharmacy insurance companies as well as advertisers, and banks for customer credit, debit cards and electronic transfer transactions that take in excess of seven days to process;

Receivables are stated at their carrying values, net of a reserve for credit losses, and are primarily due from the following:

customers, which includes pharmacy insurance companies, advertisers, and banks for customer credit, debit cards and electronic transfer transactions that take in excess of seven days to process;

suppliers for marketing or incentive programs;

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and real estate transactions.

Net receivables from transactions with customers were $ 3.7 billion as of January 31, 2024 and January 31, 2023.

Net receivables from transactions with customers were $ 4.4 billion and $ 3.7 billion as of January 31, 2025 and January 31, 2024, respectively.

The Company utilizes various inventory methods to account for and value its inventories depending upon the nature of the store formats and businesses in each of its segments, resulting in inventories that are recorded at the lower of cost or market or net realizable value, as appropriate.

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• Walmart International Segment – Depending on the store format in each market, inventories are generally accounted for using either the RIM or weighted-average cost method, using the first-in, first-out valuation method.

• Sam's Club Segment - The majority of this segment's inventory is accounted for and valued using the weighted-average cost LIFO method.

• Sam's Club U.S.

Segment - The majority of this segment's inventory is accounted for and valued using the weighted-average cost LIFO method.

For those segments that utilize the LIFO method, the Company records an adjustment each quarter, if necessary, for the projected annual effect of inflation or deflation.

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Components within the same reportable segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics.

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

Goodwill and other indefinite-lived acquired intangible assets are evaluated for impairment using either a qualitative or quantitative approach for each of the Company's reporting units.

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(Amounts in millions) Walmart U.S.

International Sam's Club Total

International Sam's Club U.S.

Balances as of February 1, 2023 $ 3,374 $ 24,479 $ 321 $ 28,174

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Acquisitions 1

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.

Intangible assets are recorded in other long-term assets in the Company's Consolidated Balance Sheets .

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Investments in equity securities are recorded in other long-term assets in the Consolidated Balance Sheets.

Changes in the fair value of certain equity securities, as well as certain immaterial equity method investments where the Company has elected the fair value option, are measured on a recurring basis and recognized within other gains and losses in the Consolidated Statements of Income.

These fair value changes, along with certain other immaterial investment activity, resulted in net losses of $ 3.8 billion, $ 1.7 billion and $ 2.4 billion for fiscal 2024, 2023 and 2022, respectively, primarily due to net changes in the underlying stock prices of those investments.

Changes in the fair value of certain equity securities, as well as certain immaterial equity method investments where the Company has elected the fair value option, are measured on a recurring basis (generally using Level 1 and Level 2 inputs in the fair value hierarchy) and recognized within other gains and losses in the Consolidated Statements of Income.

These fair value changes, along with certain other immaterial investment activity, resulted in net losses of $ 0.8 billion, $ 3.8 billion and $ 1.7 billion for fiscal 2025, 2024 and

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

Refer to Note 8 for details.

Equity investments without readily determinable fair values are

carried at cost and adjusted for any observable price changes or impairments within other gains and losses in the Consolidated Statements of Income.

Investments in debt securities classified as trading are reported at fair value and adjustments in fair value are recorded within other gains and losses in the Consolidated Statements of Income.

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.

Equity investments without readily determinable fair values are carried at cost and adjusted for any observable price changes or impairments within other gains and losses in the Consolidated Statements of Income.

Investments in debt securities classified as trading are reported at fair value and included in other long-term assets in the Consolidated Balance Sheets, and adjustments in fair value are recorded within other gains and losses in the Consolidated Statements of Income.

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.

Indemnification Liabilities

The Company has provided certain indemnifications in connection with its divestitures and has recorded indemnification liabilities equal to the estimated fair value of the obligations upon inception.

The Company has provided certain indemnifications in connection with previous divestitures and has recorded indemnification liabilities equal to the estimated fair value of the obligations.

As of January 31, 2025 and January 31, 2024, the Company had $ 0.6 billion and $ 0.7 billion, respectively, of certain legal indemnification liabilities recorded within deferred income taxes and other in the Consolidated Balance Sheets.

The maximum of potential future payments under these indemnities was $ 3.2 billion, based on exchange rates as of January 31, 2024.

Maximum potential future payments under these indemnities was $ 3.1 billion, based on exchange rates as of January 31, 2025.

Supplier Financing Program Obligations

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.

The Company has supplier financing programs with financial institutions, in which the Company agrees to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers.

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The Company is responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier, regardless of whether the supplier elects to receive early payment from the financial institution .

The outstanding payment obligations to financial institutions under these programs were $ 5.3 billion and $ 5.2 billion, as of January 31, 2024 and January 31, 2023, respectively.

The rollforward of the Company's outstanding payment obligations to financial institutions under these programs is as follows:

(Amounts in millions) Fiscal 2025

Confirmed obligations outstanding at the beginning of the year

Invoices confirmed during the year

Confirmed invoices paid during the year

Translation and other

Confirmed obligations outstanding at the end of the year

These obligations are generally classified as accounts payable within the Consolidated Balance Sheets.

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To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers' compensation, general liability and auto liability.

Refer to Note 5 for the self insurance reserves which are recorded in accrued liabilities in the Company's Consolidated Balance Sheets.

The Company uses derivatives for hedging purposes to manage its exposure to changes in interest and currency exchange rates, as well as to maintain an appropriate mix of fixed- and variable-rate debt.

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The Company's collateral arrangements require the counterparty in a net liability position in excess of pre-determined thresholds, after considering the effects of netting arrangements, to pledge cash collateral.

Cash collateral received from counterparties and cash collateral provided to counterparties under these arrangement s was not significant as of January 31, 2024 and 2023.

Cash collateral received from counterparties and cash collateral provided to counterparties under these arrangements was not significant as of January 31, 2025 and 2024.

In order to qualify for hedge accounting, at the inception of the hedging relationship, the Company formally documents its risk management objective and strategy for undertaking the hedging transaction, as well as its designation of the hedge.

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The Company is a party to receive fixed-rate, pay variable-rate interest rate swaps that the Company uses to hedge the fair value of fixed-rate debt.

All interest rate swaps designated as fair value hedges of the related long-term debt meet the shortcut method requirements under U.S.

All interest rate swaps designated as fair value hedges of the related long-term debt meet the shortcut method requirements under GAAP.

Accordingly, changes in the fair values of these interest rate swaps are considered to exactly offset changes in the fair value of the underlying long-term debt.

These derivatives will mature on dates ranging from April 2024 to September 2031.

These derivatives will mature on dates ranging from September 2028 to September 2031.

Cash Flow Hedges

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The Company records changes in the fair value of these swaps in accumulated other comprehensive loss which is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

These derivatives will mature on dates ranging from July 2024 to January 2039.

Net Investment Hedges

Prior to the divestiture of the Company's operations in the United Kingdom and Japan as discussed in Note 12 , 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 .

These derivatives will mature on dates ranging from April 2026 to January 2039.

Income taxes are accounted for under the balance sheet method.

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Remeasurements to the redemption value of the redeemable noncontrolling interest are recognized in capital in excess of par.

As of January 31, 2024, the Company has a redeemable noncontrolling interest related to an acquisition in the Walmart U.S.

The Company has a redeemable noncontrolling interest related to an acquisition in the Walmart U.S.

segment as the minority interest owner holds a put option which may require the Company to purchase its interest beginning in December 2027, with annual options thereafter.

Revenue Recognition

The Company recognizes sales revenue, net of sales taxes and estimated sales returns, at the time it sells merchandise or services to the customer.

The Company recognizes sales revenue, net of sales taxes and estimated sales returns, at the time it sells merchandise or provides services to the customer.

eCommerce sales include shipping revenue and are recorded upon delivery to the customer.

Estimated sales returns are calculated based on expected returns.

Membership Fee Revenue

The Company recognizes membership fee revenue over the term of the membership, which is typically 12 months.

Financial, Advertising and Other Services

The Company recognizes revenue from service transactions at the time the service is performed.

Generally, revenue from services is classified as a component of net sales in the Company's Consolidated Statements of Income.

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.

Membership fee revenue is recognized over the term of the membership, which is typically 12 months.

Membership fee revenue was $ 3.8 billion for fiscal 2025, $ 3.1 billion for fiscal 2024 and $ 2.6 billion for fiscal 2023.

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

Deferred membership fee revenue is included in accrued liabilities in the Company's Consolidated Balance Sheets.

Customer purchases of gift cards are not recognized as sales until the card is redeemed and the customer purchases merchandise using the gift card.

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

Customer purchases of gift cards are not recognized as sales until the card is redeemed and the customer purchases merchandise using the gift card, thus a liability for deferred gift card revenue is recorded within accrued liabilities in the Consolidated Balance Sheets.

Refer to Note 5 .

Gift cards in the U.S.

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While gift cards are generally redeemed within 12 months, a certain number of gift cards, both with and without expiration dates, will not be fully redeemed.

Management estimates unredeemed balances and recognizes revenue for these amounts in membership and other income in the Company's Consolidated Statements of Income over the expected redemption period.

Financial, Advertising and Other Services

The Company recognizes revenue from service transactions at the time the service is performed.

Generally, revenue from services is classified as a component of net sales in the Company's Consolidated Statements of Income.

Management estimates unredeemed balances and recognizes gift card breakage income for these amounts in membership and other income in the Company's Consolidated Statements of Income over the expected redemption period.

Cost of Sales

Cost of sales includes actual product cost, the cost of transportation to the Company's distribution facilities, stores and clubs from suppliers, the cost of transportation from the Company's distribution facilities to the stores, clubs and customers and the cost of warehousing for the Sam's Club segment and import distribution centers.

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

Cost of sales includes costs of merchandise sold and services performed;

costs of transporting merchandise to the Company's distribution facilities, stores, clubs, and customers;

and also includes warehousing costs for the Sam's Club U.S.

segment and import distribution centers.

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

Payments from Suppliers

The Company receives consideration from suppliers for various programs, primarily volume incentives, warehouse allowances and reimbursements for specific programs such as markdowns, margin protection, certain advertising arrangements and supplier-specific fixtures.

Payments from suppliers are accounted for as a reduction of cost of sales and recognized in the Company's Consolidated Statements of Income when the related inventory is sold, except in certain limited situations when the payment is a reimbursement of specific, incremental and identifiable costs.

Payments from suppliers are accounted for as a reduction of cost of sales and recognized in the Company's Consolidated Statements of Income when the related inventory is sold, except in situations when the payment is in exchange for a distinct good or service or a reimbursement of specific, incremental and identifiable costs.

Operating, Selling, General and Administrative Expenses

Operating, selling, general and administrative expenses include all operating costs of the Company, except cost of sales, as described above.

As a result, the majority of the cost of warehousing and occupancy for the Walmart U.S.

Operating, selling, general and administrative expenses include all operating costs of the Company (except cost of sales, as described above), which comprise substantially all labor-related, depreciation and amortization, maintenance and repairs, utilities, and other general operating costs incurred in stores, clubs and other facilities.

The majority of the cost of warehousing and occupancy for the Walmart U.S.

and Walmart International segments' distribution facilities is included in operating, selling, general and administrative expenses.

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and Walmart International segments' distribution facilities in cost of sales, its gross profit and gross profit as a percentage of net sales may not be comparable to those of other retailers that may include all costs related to their distribution facilities in cost of sales and in the calculation of gross profit.

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.

Advertising Costs

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The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

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

Management is currently evaluating this ASU to determine its impact on the Company's disclosures.

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 12 .

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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Early adoption is permitted.

The amendments should be applied prospectively.

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

Management intends to adopt the amendments prospectively for the fiscal year ending January 31, 2026 and is currently evaluating this ASU to determine its impact on the Company's disclosures.

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.

Management is currently evaluating this ASU to determine its impact on the Company's disclosures.

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

Net Income Per Common Share

Basic net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period.

Diluted net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards.

The Company did not have significant share-based awards outstanding that were antidilutive and not included in the calculation of diluted net income per common share attributable to Walmart for fiscal 2025, 2024 and 2023.

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Shareholders' Equity

The total authorized shares of $ 0.10 par value common stock is 33.0 billion, of which 8.1 billion were issued and outstanding as of January 31, 2024 and 2023.

The total authorized shares of $ 0.10 par value common stock is 33.0 billion, of which 8.0 billion and 8.1 billion were issued and outstanding as of January 31, 2025 and 2024, respectively.

The total authorized shares of $ 0.10 par value preferred stock is 0.1 billion;

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Additionally, the Company completed a $ 0.4 billion acquisition of Alert Innovation, which was previously consolidated as a variable interest entity, and resulted in the Company becoming a 100 % owner.

This entity was subsequently sold and deconsolidated in fiscal 2025.

Also during fiscal 2023, the Company increased its ownership in PhonePe from approximately 76 % to approximately 89 % as part of the separation from the Company's majority-owned Flipkart subsidiary.

In consideration for the transaction, the Company initially recorded a liability to noncontrolling interest holders of $ 0.9 billion within accrued liabilities in the Company's Consolidated Balance Sheet as of January 31, 2023, which was paid during fiscal 2024.

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.

Share-Based Compensation

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The Walmart Inc.

Stock Incentive Plan of 2015 (the "Plan"), as subsequently amended and restated, was established to grant stock options, restricted (non-vested) stock, restricted stock units, performance share units and other equity compensation awards for which 780 million shares of Walmart common stock issued or to be issued under the Plan have been registered under the Securities Act of 1933.

under the Securities Act of 1933.

The Company believes that such awards serve to align the interests of its associates with those of its shareholders.

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For grants made from fiscal 2020 through fiscal 2022, restricted stock units generally vest at a rate of 25 % each year over a four year period from the date of the grant.

Prior to fiscal 2020, 50 % of restricted stock units generally vested three years from the grant date and the remaining 50 % were vested five years from the grant date.

The fair value of each restricted stock unit is determined on the date of grant using the stock price discounted for the expected dividend yield through the vesting period and is recognized ratably over the vesting period.

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Restricted stock awards are for shares that vest based on the passage of time and include restrictions related to employment.

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

Performance-based restricted stock units generally vest based on a one-year performance period followed by a two-year vesting period based on the passage of time.

Vesting conditions during the performance period are based on achieving pre-established financial goals for metrics related to growth and returns and generally range from 0 % to 150 % of the original award amount.

Vesting periods for restricted stock are generally between one month and three years .

Vesting periods for performance-based restricted stock units are generally between one and three years .

Restricted stock and performance-based restricted stock units may be settled or deferred in stock and are accounted for as equity in the Company's Consolidated Balance Sheets.

Restricted stock and performance-based restricted stock units may be settled or, in certain circumstances, deferred and are accounted for as equity in the Company's Consolidated Balance Sheets.

The fair value of restricted stock awards is determined on the date of grant and is expensed ratably over the vesting period.

The fair value of performance-based restricted stock units is determined on the date of grant using the Company's stock price discounted for the expected dividend yield through the vesting period and is recognized over the vesting period.

The weighted-average discount for the dividend yield used to determine the fair value of performance-based restricted stock units in fiscal 2025, 2024 and 2023 was 3.2 %, 3.3 % and 3.3 %, respectively.

In addition to the Plan, Flipkart and PhonePe have share-based compensation plans for associates under which options to acquire their own common shares may be issued.

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

Share-based compensation expense associated with certain of these plans is included in the Other line in the table above.

In addition to the Plan, certain of the Company's subsidiaries have share-based compensation plans for associates under which options to acquire their own common shares are issued.

Share-based compensation expense associated with these plans is included in the Other line in the table above.

The following table shows the activity for restricted stock units and restricted stock and performance-based restricted stock units during fiscal 2025:

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Weighted average remaining period to expense for restricted stock and performance-based restricted stock units (years) 1.3 1.3 1.4

As of January 31, 2025, the Company also has approximately $ 3 billion in unrecognized compensation cost (based on grant-date fair value) primarily associated with share-based compensation plans of certain subsidiaries which contain performance or other conditions including vesting upon an initial public offering.

If such conditions are ultimately satisfied, unrecognized compensation cost would be recognized in the applicable reporting period.

Share Repurchase Program

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Any repurchased shares are constructively retired and returned to an unissued status.

The Company regularly reviews share repurchase activity and considers several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings, results of operations

and the market price of the Company's common stock.

The following table provides, on a settlement date basis, the number of shares repurchased, average price paid per share and total amount paid for share repurchases for fiscal 2025, 2024 and 2023:

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(Amounts in millions and net of immaterial income taxes) Currency

and Other Net Investment Hedges Cash Flow Hedges Minimum

Pension Liability Total

and Other Cash Flow Hedges Total

Balances as of February 1, 2022 $ ( 8,018 ) $ ( 748 ) $ ( 8,766 )

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( 1,140 ) ( 571 ) ( 1,711 )

Reclassifications related to business dispositions, net (1)

Return of currency translation to parent (1)

( 1,262 ) — ( 1,262 )

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Other comprehensive income (loss) before reclassifications, net 322 ( 8 ) 314

Return of currency translation to parent (2)

( 1,262 ) — — — ( 1,262 )

Reclassifications to income, net — 64 64

Balances as of January 31, 2024 ( 10,407 ) ( 895 ) ( 11,302 )

Other comprehensive income (loss) before reclassifications, net 333 — ( 8 ) ( 11 ) 314

Other comprehensive loss before reclassifications, net

( 2,161 ) ( 198 ) ( 2,359 )

Reclassifications to income, net ( 93 ) 149 56

Balances as of January 31, 2025 $ ( 12,661 ) $ ( 944 ) $ ( 13,605 )

(1) 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, the majority of which was considered in the impairment evaluation when the individual disposal groups met the held for sale classification in fiscal 2021.

(1) Upon closing of the noncontrolling interest shareholder buyout of the Company's Massmart subsidiary during the fourth quarter of fiscal 2023, the cumulative amount of currency translation was reallocated from the Company's noncontrolling interest back to the Company.

Refer to Note 3 .

Amounts reclassified from accumulated other comprehensive loss for derivative instruments are generally recorded in interest, net, in the Company's Consolidated Statements of Income.

The amounts for the minimum pension liability, as well as the cumulative translation resulting from the disposition of a business, are recorded in other gains and losses in the Company's Consolidated Statements of Income.

Amounts related to the Company's derivatives expected to be reclassified from accumulated other comprehensive loss to net income during the next 12 months are not significant.

Amounts reclassified from accumulated other comprehensive loss for cash flow hedges are generally recorded in interest, net, in the Company's Consolidated Statements of Income.

Amounts reclassified related to the cumulative translation for settlements of foreign-denominated bonds and associated cross-currency swaps are recorded in operating, selling, general and administrative expenses in the Company's Consolidated Statements of Income.

Accrued Liabilities

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Accrued non-income taxes (3)

Opioid litigation settlement (4)

Deferred gift card revenue 2,755 2,664

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(3) Accrued non-income taxes include accrued payroll, property, value-added, sales and miscellaneous other taxes.

(4) Represents the remaining balance for the opioids litigation settlement (substantially all of the balance outstanding at the end of fiscal 2023 was paid in fiscal 2024, see Note 10 .)

(5) Other accrued liabilities includes items such as deferred membership revenue, interest, the purchase of PhonePe stock (see Note 3 ), supply chain, advertising, and maintenance & utilities.

(4) Other accrued liabilities includes items such as deferred membership revenue, interest, supply chain, advertising, and maintenance and utilities.

Short-term Borrowings and Long-term Debt

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The Company has various committed lines of credit in the U.S.

to support its commercial paper program and are summarized in the following table:

to support its commercial paper program which are summarized in the following table:

January 31, 2025 January 31, 2024

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Amount Average Rate (1)

Unsecured debt

Fixed 2025 - 2054 $ 34,527 3.7 % $ 33,707 3.6 %

Unsecured fixed-rate debt

dollar denominated

Fixed 2027 - 2030 1,789 4.0 % 1,790 4.0 %

Total Euro denominated 1,789 1,790

Fixed 2031 - 2039 3,412 5.4 % 3,318 5.4 %

Total Sterling denominated 3,412 3,318

Fixed 2025 - 2028 677 0.4 % 767 0.4 %

Total Yen denominated 677 767

Total unsecured debt 40,405 39,582

2026 - 2054 $ 31,406 3.8 % $ 34,527 3.7 %

Euro denominated

2027 - 2030 1,715 4.0 % 1,789 4.0 %

Sterling denominated

2031 - 2039 3,336 5.4 % 3,412 5.4 %

Yen denominated

2028 389 0.5 % 677 0.4 %

Total unsecured fixed-rate debt

36,846 40,405

Total other (2)

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Debt Issuances

Information on significant long-term debt issued during fiscal 2024 and 2023, for general corporate purposes, is as follows:

There were no long-term debt issuances in fiscal 2025.

Information on significant long-term debt issued during fiscal 2024, for general corporate purposes, is as follows:

(Amounts in millions)

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Total $ 4,967

(Amounts in millions)

Issue Date Principal Amount Maturity Date Fixed vs.

Floating Interest Rate Net Proceeds

September 9, 2022 $ 1,750 September 9, 2025 Fixed 3.900 % $ 1,744

September 9, 2022 $ 1,000 September 9, 2027 Fixed 3.950 % 994

September 9, 2022 $ 1,250 September 9, 2032 Fixed 4.150 % 1,239

September 9, 2022 $ 1,000 September 9, 2052 Fixed 4.500 % 992

Total $ 4,969

These issuances are senior, unsecured notes which rank equally with all other senior, unsecured debt obligations of the Company, and are not convertible or exchangeable.

These issuances do not contain any financial covenants which restrict the Company's ability to pay dividends or repurchase Company stock.

Additionally, the Company received immaterial proceeds from debt issuances by certain international markets during fiscal 2023.

Maturities and Extinguishments

The following tables provide details of significant long-term debt repayments during fiscal 2024 and 2023:

The following tables provide details of significant long-term debt repayments during fiscal 2025 and 2024, respectively:

(Amounts in millions)

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April 22, 2024 $ 1,500 Fixed 3.300 % $ 1,500

June 26, 2023 $ 2,280 Fixed 3.400 % 2,280

July 8, 2024 $ 990 Fixed 2.850 % 990

July 18, 2024 ¥ 40,000 Fixed 0.298 % 253

December 15, 2024 $ 630 Fixed 2.650 % 630

Total repayment of matured debt $ 3,373

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April 11, 2023 $ 1,750 Fixed 2.550 % $ 1,750

July 15, 2022 ¥ 70,000 Fixed 0.183 % 512

December 15, 2022 $ 1,250 Fixed 2.350 % 1,250

June 26, 2023 $ 2,280 Fixed 3.400 % 2,280

Total repayment of matured debt $ 4,030

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Total $ 3,041 $ 7,249

Changes in the fair value of these investments were primarily due to gains and losses resulting from net changes in the underlying stock prices, along with certain other immaterial investment activity.

The fair value of these investments decreased $ 3.4 billion and $ 1.2 billion during fiscal 2024 and 2023, respectively.

Equity investments without readily determinable fair

values are carried at cost and adjusted for any observable price changes or impairments within other gains and losses in the Consolidated Statements of Income.

The fair value of these investments decreased $ 4.2 billion during fiscal 2025, primarily due to the sale of the Company's investment in JD.com in August 2024, as well as gains and losses resulting from net changes in the underlying stock prices of the investments, along with certain other immaterial investment activity.

The fair value of these investments decreased $ 3.4 billion during fiscal 2024 primarily due to gains and losses resulting from net changes in the underlying stock prices, along with certain other immaterial investment activity.

Sale of Investment

In August 2024, the Company sold its investment in JD.com for net proceeds of approximately $ 3.6 billion and recorded a realized loss of $ 0.3 billion within other gains and losses.

The Company also has derivatives recorded at fair value.

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Total $ 10,223 $ ( 1,999 ) $ 12,150 $ ( 1,956 )

(1) Primarily classified in deferred income taxes and other in the Company's Consolidated Balance Sheets.

(1) Primarily classified in deferred income taxes and other within the Company's Consolidated Balance Sheets.

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company's assets and liabilities are also subject to nonrecurring fair value measurements.

In addition to assets and liabilities recorded at fair value on a recurring basis, the Company's assets and liabilities are also subject to nonrecurring fair value measurements.

Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.

Upon completing the sales of the Company's operations in the U.K.

in February 2021 and Japan in March 2021, the Company recorded incremental non-recurring impairment charges of $ 0.4 billion in the first quarter of fiscal 2022 within other gains and losses in the Consolidated Statements of Income.

Refer to Note 12 .

The Company did not have any material assets or liabilities resulting in nonrecurring fair value measurements as of January 31, 2025 and January 31, 2024.

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The Company's long-term debt is also recorded at cost.

The fair value is estimated using Level 2 inputs based on the Company's current incremental borrowing rate for similar types of borrowing arrangements.

The fair value is estimated using Level 2 inputs based on observable prices of identical instruments in less active markets.

The carrying value and fair value of the Company's long-term debt as of January 31, 2025 and 2024, are as follows:

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Effective income tax rate 23.4 % 25.5 % 33.6 %

The following sections regarding deferred taxes, unremitted earnings, net operating losses, tax credit carryforwards, valuation allowances and uncertain tax positions exclude amounts related to operations classified as held for sale.

Deferred Taxes

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Net deferred tax liabilities $ 5,271 $ 5,585

Unremitted Earnings

Prior to the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), the Company asserted that all unremitted earnings of its foreign subsidiaries were considered indefinitely reinvested.

As a result of the Tax Act, the Company reported and paid U.S.

tax on the majority of its previously unremitted foreign earnings, and repatriations of foreign earnings will generally be free of U.S.

federal tax, but may incur other taxes such as withholding or state taxes.

As of January 31, 2024, the Company has not recorded approximately $ 1 billion of deferred tax liabilities associated with remaining unremitted foreign earnings considered indefinitely reinvested, for which U.S.

and foreign income and withholding taxes would be due upon repatriation.

Net Operating Losses, Tax Credit Carryforwards and Valuation Allowances

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To the extent the Company does not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is generally established.

To the extent that a valuation allowance was established and it is subsequently determined that it is more likely than not that the deferred tax assets will be recovered, the change in the valuation allowance is recognized in the Consolidated Statements of Income.

To the extent that a valuation

allowance was established and it is subsequently determined that it is more likely than not that the deferred tax assets will be recovered, the change in the valuation allowance is recognized in the Consolidated Statements of Income.

The Company had valuation allowances of approximately $ 7.4 billion and $ 7.5 billion as of January 31, 2025 and 2024, respectively, on deferred tax assets associated primarily with the net operating loss carryforwards.

Activity in the valuation allowance during fiscal 2024 related to valuation allowance builds in multiple markets, as well as releases due to the expiration of unrealized deferred tax assets.

Uncertain Tax Positions

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Unless stated otherwise, the matters discussed below, if decided adversely to or settled by the Company, individually or in the aggregate, may result in a liability material to the Company's financial position, results of operations or cash flows.

Settlement Framework Regarding Multidistrict and State or Local Opioid-Related Litigation

During fiscal 2023, the Company accrued a liability for approximately $ 3.3 billion for the Settlement Framework (described below) and other previously agreed upon state and tribal settlements.

The Settlement Framework includes no admission of wrongdoing or liability by the Company, and the Company continues to believe it has substantial factual and legal defenses to opioids-related litigation.

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.

The Company can provide no assurance as to the scope and outcome of these matters and cannot reasonably estimate any loss or range of loss, beyond the amounts accrued, if any, that may arise from these matters.

Settlement of Certain Opioid-Related Matters

The Company entered into settlement agreements with all 50 states, the District of Columbia, Puerto Rico, three U.S.

territories, and the vast majority of eligible political subdivisions and federally recognized Native American tribes to resolve opioid-related claims against the Company.

In fiscal year 2023, the Company accrued a liability of approximately $ 3.3 billion for these settlements, which include amounts for remediation of alleged harms, attorneys' fees, and costs.

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

Remaining eligible political subdivisions and federally recognized Native American tribes have until July 15, 2025 and February 24, 2026, respectively, to join these settlements.

The Company will owe no additional funds for any eligible political subdivision or federally recognized Native American tribe that elects to join the settlement.

Ongoing Opioid-Related Litigation

The Company will continue to vigorously defend against any opioid-related matters not settled or otherwise resolved, including, but not limited to, each of the matters described below;

any other actions filed by healthcare providers, individuals, and third-party payers;

and any action filed by a political subdivision or Native American tribe that elects not to join the settlement described above.

Accordingly, the Company has not accrued a liability for these opioid-related matters nor can the Company reasonably estimate any loss or range of loss that may arise from these matters.

The Company can provide no assurance as to the scope and outcome of any of the opioid-related matters and no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Opioid Multidistrict Litigation;

Other Opioid-Related Matters in the U.S.

In December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous lawsuits filed against a wide array of defendants by various plaintiffs, including counties, cities, healthcare providers, Native American tribes, individuals and third-party payers, asserting claims generally concerning the impacts of widespread opioid abuse.

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District Court for the Northern District of Ohio.

The Company is named as a defendant in some of the cases included in the MDL.

On November 15, 2022, the Company announced it had agreed to financial amounts and payment terms to resolve substantially all opioids-related lawsuits filed against the Company by states, political subdivisions, and Native American tribes whether as part of the MDL (excluding, however, a single, two-county trial described further below) or in state court, as well as all potential claims that could be made against the Company by states, political subdivisions, and Native American tribes for up to approximately $ 3.1 billion (the "Settlement Amount").

The Settlement Amount includes amounts for remediation of alleged harms as well as attorneys' fees and costs and also includes some, but not all, amounts from previously agreed recent settlements by the Company.

One settlement framework with corresponding conditions and participation thresholds applies for the states and political subdivisions, and another settlement framework with corresponding conditions and participation thresholds applies for the Native American tribes.

Both settlement frameworks are referred to collectively as the "Settlement Framework."

The Settlement Framework, among other applicable conditions, provides that payments to states and political subdivisions are contingent upon the number of states and political subdivisions, including those states and political subdivisions who have not yet sued the Company, that agree to participate in the Settlement Framework or otherwise have their claims foreclosed within a prescribed deadline.

On December 20, 2022, the Company announced that it had 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 (the "Settling States"), thus satisfying the initial threshold of required participation by Settling States.

On August 22, 2023, the settlement administrator determined that a sufficient number of political subdivisions had agreed to participate in the Settlement Framework, which was a necessary condition for the Settlement Framework to become effective.

The Settlement Framework became effective 15 days later, on September 6, 2023.

The Company deposited the full portion of the Settlement Amount attributable to the Settling States on October 11, 2023.

Although the settlement administrator has determined that sufficient number of political subdivisions have agreed to participate in the Settlement Framework, and thus the

Settlement Framework was effective, eligible political subdivisions still have until July 15, 2025, to join the Settlement Framework.

Other Opioid-Related Litigation

The Company will continue to vigorously defend against any opioid-related litigation not covered or otherwise resolved by the Settlement Framework, including, but not limited to, each of the matters described below;

any other actions filed by healthcare providers, individuals, and third-party payers;

and any action filed by a political subdivision or Native American tribe that is not resolved by the Settlement Framework.

Accordingly, the Company has not accrued a liability for these opioid-related litigation matters nor can the Company reasonably estimate any loss or range of loss that may arise from these matters.

The Company can provide no assurance as to the scope and outcome of any of these matters and no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Two-County Trial and MDL Bellwethers;

and Other Litigation.

The liability phase of a single, two-county trial in one of the MDL cases 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.

On September 7, 2022, the Company filed an appeal with the Sixth Circuit Court of Appeals.

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

On September 11, 2023, the Sixth Circuit Court of Appeals issued an order of 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 the court.

The MDL designated five additional single-county cases as bellwethers to proceed through discovery;

however, these five counties have elected to participate in the Settlement Framework and receive a portion of the Settlement Amount rather than go to trial.

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.

The Company is named as a defendant in some cases included in the MDL.

A trial involving claims brought by two counties against certain defendants, including the Company, in the MDL 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 15 years, on a joint and several liability basis, and granted the plaintiffs injunctive relief.

The monetary aspect of the judgment was stayed pending appeal, and the injunctive aspect of the judgment went into effect on February 20, 2023, which did not materially impact the Company's operations.

The Company filed an appeal with the Sixth Circuit Court of Appeals, which issued an order certifying certain questions in the appeal for review by the Supreme Court of Ohio.

On December 10, 2024, the Supreme Court of Ohio issued an order certifying the law and holding that the Ohio Product Liability Act bars all common law public nuisance claims arising from the sale of a product.

On January 31, 2025, the Sixth Circuit Court of Appeals entered an order vacating the approximately $ 0.7 billion judgment, dissolving the injunction, and remanding the case back to the MDL for further proceedings.

Additional opioid-related cases against the Company remain pending in the MDL and in state and federal courts.

The plaintiffs include healthcare providers, third-party payers, individuals and others and seek compensatory and punitive damages and injunctive relief, including abatement.

Four cases brought by third-party payers and one case brought by a hospital have been selected as bellwether cases to proceed through discovery in the MDL, and the MDL Court may designate additional bellwether cases in the future.

The Florida Health Sciences Center case pending in state court in Florida asserts claims on behalf of several hospital systems against the Company and other defendants, and this matter is scheduled for jury trial beginning on September 18, 2025.

The Company has been responding to subpoenas, information requests, and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids.

Wal-Mart Canada Corp.

and certain other subsidiaries of the Company have been named as defendants in two putative class action complaints filed in Canada related to dispensing and distribution practices involving opioids.

and certain other subsidiaries of the Company have been named as defendants in two putative class action complaints filed in Canada related to distribution practices involving opioids.

These matters remain pending.

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

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

The Company has also been responding to subpoenas, information requests, and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids.

DOJ Opioid Civil Litigation.

Department of Justice Opioid Civil Litigation.

On December 22, 2020, the U.S.

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The DOJ is seeking civil penalties and injunctive relief.

The Company initially moved to dismiss the DOJ complaint on February 22, 2021.

After that motion was fully briefed, 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.

On March 11, 2024, the Court granted in-part Walmart's motion to dismiss 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.

Opioid-Related Securities Class Actions and Derivative Litigation.

In addition, the Company is the subject of two securities class actions alleging violations of the federal securities laws regarding the Company's disclosures with respect to opioids, filed in the U.S.

District Court for the District of Delaware on January 20, 2021 and March 5, 2021, purportedly on behalf of a class of investors who acquired Walmart stock from March 30, 2016 through December 22, 2020.

Those cases have been consolidated.

On October 8, 2021, the defendants filed a motion to dismiss the consolidated securities action.

After the parties had fully briefed the motion to dismiss, on September 9, 2022, the Court entered an order permitting the plaintiffs to file an amended complaint, which was filed on October 14, 2022, and 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 defendants filed a motion to dismiss the amended complaint.

That motion remains pending.

Derivative actions were also filed by two of the Company's shareholders in the U.S.

District Court for the District of Delaware on February 9, 2021 and April 16, 2021, alleging breach of fiduciary duties against certain of its current and former directors with respect to oversight of the Company's distribution and dispensing of opioids and also alleging violations of the federal

securities laws and other breaches of duty by certain current and former directors and officers in connection with the Company's opioids disclosures.

Those cases have been stayed pending developments in other opioids litigation matters.

On September 27, 2021, three shareholders filed a derivative action in the Delaware Court of Chancery alleging that certain members of the Board of Directors and certain former officers breached their fiduciary duties in failing to adequately oversee the Company's prescription opioids business.

The defendants moved to dismiss and/or to stay proceedings on December 21, 2021, and the plaintiffs responded by filing an amended complaint on February 22, 2022.

On April 20, 2022, the defendants moved to dismiss and/or to stay proceedings with respect to 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 (the "Board") appointed an independent Special Litigation Committee (the "SLC") to investigate the allegations regarding certain current and former officers and directors named in the various derivative 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.

Trial is scheduled for November 2027.

Opioid-Related Securities Class Actions.

The Company is the subject of two securities class actions alleging violations of the federal securities laws regarding the Company's disclosures with respect to opioids purportedly on behalf of a class of investors who acquired Walmart stock from March 31, 2017 through December 22, 2020.

Those actions were filed in the U.S.

District Court for the District of Delaware in 2021 and later consolidated.

On April 8, 2024, the Court granted the Company's motion to dismiss these actions.

On April 29, 2024, the plaintiffs appealed to the Third Circuit Court of Appeals, where the matter remains pending.

Opioid-Related Shareholder Derivative Litigation.

Three shareholders of the Company filed a derivative action in the Delaware Court of Chancery alleging that certain current and former directors and officers breached their fiduciary duties by failing to adequately oversee the Company's distribution and dispensing of prescription opioids.

This action was entitled Ontario Provincial Council of Carpenters' Pension Trust Fund, et al.

Walton, et al.

, Delaware Court of Chancery, Case No.

2021-0827-JTL ("Ontario Action").

Other shareholders of the Company filed two derivative actions alleging that certain current and former directors and officers breached fiduciary duties and violated federal securities laws in connection with the Company's distribution and dispensing of prescription opioids.

Those actions were entitled Abt v.

Alvarez, et al.

District Court for the District of Delaware, Case No.

21-cv-00172-CFC and Nguyen v.

McMillon, et al.

District Court for the District of Delaware, Case No.

21-cv-00551-CFC (collectively with the Ontario Action, the "Derivative Actions").

On May 5, 2023, the Walmart Board of Directors adopted resolutions creating a special litigation committee ("SLC") to investigate, review, and analyze the facts and circumstances surrounding the claims and allegations in the Derivative Actions and determine whether the prosecution of such claims is in Walmart's best interest.

The Delaware Court of Chancery entered a final order and judgment on December 20, 2024, granting approval to a settlement of the Derivative Actions.

Pursuant to this order and judgment (i) insurance carriers funded a $ 123 million settlement, of which $ 24.6 million was awarded to plaintiffs' counsel for attorneys' fees and the balance was awarded to the Company;

and (ii) the Company agreed to maintain certain corporate governance practices for a period of at least five years .

The settlement does not include any admission of liability, and the defendants expressly deny any wrongdoing.

The Company received settlement proceeds of approximately $ 99 million on December 24, 2024 and recorded it as a reduction to operating, selling, general, and administrative expense.

The Abt and Nguyen actions were dismissed on January 16, 2025.

False Claims Act Litigation.

On August 23, 2019, a qui tam action was filed in the U.S.

District Court for the District of New Mexico.

The action was partially unsealed on April 30, 2024 after the federal government declined to intervene.

The DOJ informed the Company of its decision not to intervene on June 20, 2024.

On July 25, 2024, the Court transferred the litigation to the U.S.

District Court for the District of Delaware.

On January 9, 2025, the plaintiffs filed a third amended complaint on behalf of two former pharmacists of the Company as relators that alleges the Company violated the Controlled Substances Act and state pharmacy regulations and that such conduct constitutes violations of the federal False Claims Act.

The Company intends to file a renewed motion to dismiss.

Other Legal Proceedings

Asda Equal Value Claims.

Asda, formerly a subsidiary of the Company, was and still is a defendant in certain equal value claims that began in 2008 and are proceeding before an Employment Tribunal in Manchester in the United Kingdom on behalf of current and former Asda store employees, as well as additional claims in the High Court of the United Kingdom (the "Asda Equal Value Claims").

Further claims may be asserted in the future.

Asda, formerly a subsidiary of the Company, is a defendant in certain equal value claims that began in 2008 and are proceeding in the United Kingdom before an Employment Tribunal in Manchester and before the High Court.

Claims have been brought by approximately 70,000 current and former Asda store employees who allege their work is of equal value to the work done by employees in Asda's distribution centers and that the difference in pay and conditions between the different jobs is not objectively justified.

Additional employees may assert claims in the future.

The legal proceedings to consider these equal value claims are in three phases, and the first phase is complete.

Certain claims remain under consideration in the second phase.

On January 31, 2025, the Employment Tribunal issued a ruling that certain of the claims are permitted to advance to the third phase.

There are factual and legal defenses to the equal value claims, and the Company intends to vigorously defend them.

Subsequent to the divestiture of Asda in February 2021, the Company continues to oversee the conduct of the defense of these claims.

While potential liability for these claims remains with Asda, the Company has agreed to provide indemnification with respect to certain of these claims up to a contractually determined amount.

The Company cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise related to these proceedings.

The Company cannot predict the number of such claims that may ultimately be filed and cannot reasonably estimate any loss or range of loss that may arise related to these proceedings.

Accordingly, the Company can provide no assurance as to the scope and outcome of these matters.

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Walmart's responses to DOJ's subpoenas have been complete since 2021.

The Company continues to cooperate with and provide information and documents voluntarily in response to supplemental requests from the DOJ.

The Company continues to cooperate with the DOJ's review.

The Company has also responded to civil investigative demands from the United States Federal Trade Commission (the "FTC") in connection with the FTC's investigation related to money transfers and the Company's anti-fraud program in its capacity as an agent.

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District Court for the Northern District of Illinois alleging that Walmart violated the Federal Trade Commission Act and the Telemarketing Sales Rule regarding its money transfer agent services and is requesting non-monetary relief and civil penalties.

On August 29, 2022, the Company filed a motion to dismiss the complaint.

On March 27, 2023, the Court issued an opinion dismissing the FTC's claim under the Telemarketing Sales Rule and denying Walmart's motion to dismiss the claim under Section 5 of the Federal Trade Commission Act.

On April 12, 2023, Walmart filed a motion to certify the Court's March 27, 2023, order for interlocutory appeal.

On June 30, 2023, the FTC filed an amended complaint against Walmart again asserting claims under the Federal Trade Commission Act and Telemarketing Sales Rule.

On July 20, 2023, the Court denied Walmart's motion to certify the Court's March 27, 2023, order for interlocutory appeal, finding that it would be more orderly to consider a request for interlocutory appeal after a ruling on Walmart's motion to dismiss the amended complaint.

Walmart's motion to dismiss the amended complaint was filed on August 11, 2023.

The motion remains pending.

No other deadlines have yet been set, and discovery is stayed.

Following rulings on Walmart's motion to dismiss, the FTC filed an amended complaint on June 30, 2023.

On July 3, 2024, the Court granted in part Walmart's motion to dismiss the amended complaint by dismissing with prejudice the claims under the Telemarketing Sales Rule but denying the motion to dismiss with respect to claims for injunctive relief under Section 5 of the Federal Trade Commission Act.

On October 18, 2024, the Court certified its rulings on the motions to dismiss for interlocutory appeal and stayed discovery.

On October 28, 2024, Walmart filed a petition for interlocutory appeal with the Seventh Circuit Court of Appeals.

The petition for interlocutory appeal was granted on November 18, 2024.

The Company's appellate brief was filed on February 12, 2025.

The Company intends to vigorously defend these matters.

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Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Driver Platform Matters.

On December 23, 2024, the Consumer Financial Protection Bureau ("CFPB") filed a lawsuit against the Company and Branch Messenger, Inc.

in the District of Minnesota alleging the Company violated the Consumer Financial Protection Act by allegedly requiring independent contractor drivers on the Spark platform to receive payments through a financial product offered by Branch.

The CFPB seeks an injunction and unspecified restitution, damages, and civil penalties.

On February 20, 2025, the Court entered an order that indefinitely stays the case and vacates all deadlines.

The Company has been responding to subpoenas, information requests and investigations from other governmental entities regarding the independent contractor classification of drivers and payment and operational practices with respect to the driver platform.

The Company is also defending putative class and representative action civil litigation relating to driver classification and defending other civil litigation and arbitration claims in connection with the driver platform.

The Company intends to vigorously defend these matters.

However, the Company can provide no assurance as to the scope and outcome of these matters and cannot reasonably estimate any loss or range of loss that may arise.

Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Mexico Antitrust Matter.

On October 6, 2023, the Comisión Federal de Competencia Económica of México ("COFECE") notified the main Mexican operating subsidiary of Wal-Mart de México, S.A.B.

("Walmex"), a majority owned subsidiary of the Company, that COFECE's Investigatory Authority ("IA") had requested COFECE to initiate a quasi-judicial administrative process against Walmex's subsidiary for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services.

The quasi-judicial administrative process is the first opportunity for Walmex's subsidiary to respond to and defend against the IA's allegations before COFECE.

While COFECE has the authority to impose monetary relief and/or non-structural conduct measures, such relief and conduct measures would be subject to appeal by Walmex's subsidiary.

On December 14, 2023, Walmex's subsidiary submitted its defense arguments and will continue to defend against the allegations vigorously, both at the quasi-judicial administrative process and, if required, before any courts.

Because this process is at an early stage, the Company can provide no assurance as to the scope and outcome of these matters, cannot reasonably estimate any loss or range of loss that

may arise and can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

("Walmex"), a majority owned subsidiary of the Company, that COFECE's Investigatory Authority ("IA") had recommended the initiation of a quasi-judicial administrative process against Walmex's subsidiary for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services.

On December 12, 2024, after Walmex provided defenses, produced expert evidence and participated in a hearing, COFECE issued a split decision that Walmex's subsidiary had engaged in a single relative monopolistic practice in relation to the negotiation of two types of contributions with its suppliers.

The resolution imposed a monetary penalty on Walmex's subsidiary in the amount of $ 93.4 million pesos (approximately $ 5 million U.S.

dollars) and certain non-structural conduct measures relating to the two prohibited types of supplier contributions (while recognizing that other supplier contributions can continue).

On January 6, 2025, Walmex's subsidiary challenged COFECE's resolution through an appeal in the specialized federal courts.

Until the appeal is resolved, Walmex's subsidiary will operate in compliance with COFECE's ruling.

Payment of the monetary penalty is stayed until the lawsuit is resolved.

Foreign Direct Investment Matters.

In July 2021, the Directorate of Enforcement in India issued a show cause notice to Flipkart Private Limited and one of its subsidiaries ("Flipkart"), and to unrelated companies and individuals, including certain current and former shareholders and directors of Flipkart.

The notice requests the recipients to show cause as to why further proceedings under India's Foreign Direct Investment rules and regulations (the "Rules") should not be initiated against them based on alleged violations during the period from 2009 to 2015, prior to the Company's acquisition of a majority stake in Flipkart in 2018 (the "Notice"), in addition to more recent requests for information from the Directorate of Enforcement to Flipkart for periods prior and subsequent to April 2016 regarding the Rules, including the most recent request in February 2025 (the "Requests").

The Notice is an initial stage of proceedings under the Rules which could, depending upon the conclusions at the end of the initial stage, lead to a hearing to consider the merits of the allegations described in the Notice.

If a hearing is initiated, whether with respect to the Notice or from further proceedings related to the Requests, and if it is determined that violations of the Rules occurred, then the regulatory authority has the authority to impose monetary and/or non-monetary relief, such as share ownership restrictions.

Flipkart has been responding to the Notice and, if the matter progresses to a consideration of the merits of the allegations described in the Notice, Flipkart intends to defend against the allegations vigorously.

Due to the fact that the process regarding the Notice is in the early stages, the Company is unable to predict whether the Notice will lead to a hearing on the merits or, if it does, the final outcome of the resulting proceedings, as well as whether any further proceedings will arise with respect to the Requests.

The Company cannot reasonably estimate any loss or range of loss that may arise from these matters and can provide no assurance as to the scope or outcome of any proceeding that might result from the Notice or the Requests, or the amount of the proceeds the Company may receive in indemnification from individuals and entities that sold shares to the Company under the 2018 agreement for the period prior to the date the Company acquired its majority stake in Flipkart, and further can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

India Antitrust Matter.

On January 13, 2020, the Competition Commission of India ("CCI") ordered its Director General (the "DG") to investigate certain matters alleging competition law violations by certain subsidiaries of Flipkart in India and other parties.

On September 13, 2024, those subsidiaries received a non-confidential version of the DG's Investigation Report (the "Report"), alleging certain competition law violations.

CCI is not bound by the Report, and will conduct its independent analysis of the allegations, including hearing objections from the subsidiaries and other parties before issuing its final order in the matter, which could include monetary and non-monetary relief.

CCI's final order would also be subject to appropriate appellate proceedings.

The Company can provide no assurance as to the scope and outcome of this matter, cannot reasonably estimate any loss or range of loss that may arise, and can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Retirement-Related Benefits

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Total contribution expense for defined contribution plans $ 1,829 $ 1,613 $ 1,565

Disposals, Acquisitions and Related Items

The following dispositions impact the Company's Walmart International segment.

Other immaterial transactions have also occurred.

In February 2021, the Company completed the divestiture of Asda, the Company's retail operations in the U.K., for net consideration of $ 9.6 billion.

Upon closing of the transaction, the Company recorded an incremental pre-tax loss of $ 0.2 billion in other gains and losses in its Consolidated Statements of Income in the first quarter of fiscal 2022, primarily related to changes in the net assets of the disposal group, currency exchange rate fluctuations and customary purchase price adjustments upon closing.

During the first quarter of fiscal 2022, the Company deconsolidated the financial statements of Asda and recognized its retained investment in Asda as a debt security within other long-term assets and also recognized certain legal and tax indemnity liabilities within deferred income taxes and other in the Consolidated Balance Sheet.

In March 2021, the Company completed the divestiture of Seiyu, the Company's retail operations in Japan, for net consideration of $ 1.2 billion.

During the first quarter of fiscal 2022, the Company deconsolidated the financial statements of Seiyu and recognized its retained 15 percent ownership interest in Seiyu as an equity investment within other long-term assets in the Consolidated Balance Sheet.

Segments and Disaggregated Revenue

The Company is engaged in the operation of retail and wholesale stores and clubs, as well as eCommerce websites and mobile applications, located throughout the U.S., Africa, Canada, Central America, Chile, China, India and Mexico.

The Company 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 for discussion of recent divestitures.

The Company's operations are conducted in three reportable segments:

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

The Company defines its segments as those operations whose results the chief operating decision maker ("CODM") regularly reviews to analyze performance and allocate resources.

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

The Company defines its segments as those operations whose results the chief operating decision maker ("CODM"), the Company's Chief Executive Officer, regularly reviews to analyze performance and allocate resources.

The Company sells similar individual products and services in each of its segments.

It is impracticable to segregate and identify revenues for each of these individual products and services.

It is impractical to segregate and identify revenues for each of these individual products and services.

The Walmart U.S.

segment includes the Company's mass merchant concept in the U.S., as well as eCommerce, which includes omni-channel initiatives and certain other business offerings such as advertising services through Walmart Connect.

Walmart International segment consists of the Company's operations outside of the U.S., as well as eCommerce and omni-channel initiatives.

The Sam's Club segment includes the warehouse membership clubs in the U.S., as well as eCommerce and omni-channel initiatives.

segment includes the Company's mass merchandising concept in the U.S., as well as eCommerce, which includes omni-channel initiatives and certain other business offerings such as advertising services.

The Walmart International segment consists of the Company's operations outside of the U.S., as well as eCommerce and omni-channel initiatives.

The Sam's Club U.S.

segment includes the warehouse membership clubs in the U.S., as well as samsclub.com and omni-channel initiatives.

Corporate and support consists of corporate overhead and other items not allocated to any of the Company's segments.

The Company measures the results of its segments using, among other measures, each segment's net sales and operating income, which includes certain corporate overhead allocations.

From time to time, the Company revises the measurement of each segment's operating income, including any corporate overhead allocations, as determined by the information regularly reviewed by its CODM.

Information for the Company's segments, as well as for Corporate and support, including the reconciliation to income before income taxes, is provided in the following table:

The Company measures the profit or loss of its segments using operating income.

The CODM uses operating income to allocate resources across the reportable segments as part of the Company's long-range and annual planning processes, and to evaluate planned versus actual results when assessing segment operating performance.

From time to time, the Company may revise the measurement of each segment's operating income, including any corporate overhead allocations, and presentation of significant segment expenses, as determined by the information regularly reviewed by its CODM.

The operating results of each reportable segment, including the mix of cost of sales and operating, selling, general and administrative expenses, are not directly comparable due to differences in business model, format and channel mix.

Additionally, the operating results of each reportable segment may not be comparable to those of other retailers, as discussed in Note 1 .

Information for the Company's segments, as well as for Corporate and support, including the reconciliation to income before income taxes, is provided as follows:

Fiscal Years Ended January 31,

(Amounts in millions)

Walmart International Sam's Club Corporate and support Consolidated

Fiscal Year Ended January 31, 2024

2025 2024 2023

Net sales $ 462,415 $ 441,817 $ 420,553

Operating income (loss) 22,154 4,909 2,192 ( 2,243 ) 27,012

Membership and other income

2,594 1,985 1,845

Total revenues

465,009 443,802 422,398

Cost of sales 336,451 323,563 308,805

Operating, selling, general and administrative expenses 104,676 98,085 92,973

Operating income $ 23,882 $ 22,154 $ 20,620

Walmart International

Net sales $ 121,885 $ 114,641 $ 100,983

Membership and other income

1,478 1,408 1,621

Total revenues

123,363 116,049 102,604

Cost of sales 95,267 89,831 79,332

Operating, selling, general and administrative expenses 22,595 21,309 20,307

Operating income $ 5,501 $ 4,909 $ 2,965

Sam's Club U.S.

Net sales $ 90,238 $ 86,179 $ 84,345

Membership and other income

2,323 2,051 1,908

Total revenues

92,561 88,230 86,253

Cost of sales 80,035 76,748 75,584

Operating, selling, general and administrative expenses 10,122 9,290 8,705

Operating income $ 2,404 $ 2,192 $ 1,964

Corporate and support

Membership and other income (2)

$ 52 $ 44 $ 34

Operating, selling, general and administrative expenses 2,491 2,287 5,155

Operating loss $ ( 2,439 ) $ ( 2,243 ) $ ( 5,121 )

Net sales $ 674,538 $ 642,637 $ 605,881

Membership and other income

6,447 5,488 5,408

Total revenues

680,985 648,125 611,289

Cost of sales 511,753 490,142 463,721

Operating, selling, general and administrative expenses 139,884 130,971 127,140

Operating income 29,348 27,012 20,428

Interest, net 2,245 2,137 1,874

Other (gains) and losses

794 3,027 1,538

Income before income taxes $ 26,309 $ 21,848 $ 17,016

(1) Total fuel-related expenses for Sam's Club U.S.

were $ 9.9 billion, $ 10.6 billion, and $ 12.1 billion in fiscal 2025, fiscal 2024, and fiscal 2023 respectively.

(2) Includes other income from corporate campus facilities.

Total assets, depreciation and amortization, and capital expenditures for the Company's segments, as well as for Corporate and support, are as follows:

Fiscal Years Ended January 31,

(Amounts in millions)

2025 2024 2023

Total assets $ 150,006 $ 137,782 $ 130,659

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Capital expenditures 16,466 13,877 11,425

Fiscal Year Ended January 31, 2023

Net sales $ 420,553 $ 100,983 $ 84,345 $ — $ 605,881

Operating income (loss) 20,620 2,965 1,964 ( 5,121 ) 20,428

Interest, net ( 1,874 )

Other gains and (losses) ( 1,538 )

Income before income taxes $ 17,016

Walmart International

Total assets $ 80,016 $ 86,136 $ 86,766

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Capital expenditures 3,178 2,911 2,625

Fiscal Year Ended January 31, 2022

Net sales $ 393,247 $ 100,959 $ 73,556 $ — $ 567,762

Operating income (loss) 21,587 3,758 2,259 ( 1,662 ) 25,942

Interest, net ( 1,836 )

Loss on extinguishment of debt ( 2,410 )

Other gains and (losses) ( 3,000 )

Income before income taxes $ 18,696

Sam's Club U.S.

Total assets $ 16,862 $ 15,682 $ 15,490

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Capital expenditures 1,212 1,041 727

Total revenues, consisting of net sales and membership and other income, and long-lived assets, consisting primarily of net property and equipment and lease right-of-use assets, aggregated by the Company's U.S.

operations for fiscal 2024, 2023 and 2022, are as follows:

Total assets $ 13,939 $ 12,799 $ 10,282

Depreciation and amortization 1,458 1,381 1,318

Capital expenditures 2,927 2,777 2,080

Total assets $ 260,823 $ 252,399 $ 243,197

Depreciation and amortization 12,973 11,853 10,945

Capital expenditures 23,783 20,606 16,857

Total revenues and long-lived assets, consisting primarily of net property and equipment and lease right-of-use assets, aggregated by the Company's U.S.

operations, are as follows:

Fiscal Years Ended January 31,

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had total revenues or long-lived assets that were material to the consolidated totals.

Long-lived assets related to operations classified as held for sale are excluded from the table above.

Additionally, the Company did not generate material revenues from any single customer.

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In the following tables, segment net sales are disaggregated by either merchandise category or market.

In addition, net sales related to eCommerce, which include omni-channel sales where a customer initiates an order digitally and the order is fulfilled through a store or club, are provided for each segment.

In addition, net sales related to eCommerce are provided for each segment.

Net sales related to eCommerce include omni-channel sales where a customer initiates an order digitally and the order is fulfilled through a store or club, as well as net sales from other business offerings that are part of the Company's ecosystem such as certain advertising arrangements, fulfillment services, and data insights.

From time to time, the Company revises the assignment of net sales of a particular item to a merchandise category.

When the assignment changes, previous period amounts are reclassified to be comparable to the current period's presentation.

(Amounts in millions) Fiscal Years Ended January 31,

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Health and wellness 62,092 54,898 46,591

Other categories 8,724 8,066 5,588

10,399 8,724 8,066

Total $ 462,415 $ 441,817 $ 420,553

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China 19,975 17,011 14,711

United Kingdom — — 3,811

Other 26,905 25,265 23,476

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(Amounts in millions) Fiscal Years Ended January 31,

Sam's Club net sales by merchandise category 2024 2023 2022

Grocery and consumables $ 56,449 $ 53,027 $ 46,822

Fuel, tobacco and other categories 12,854 14,636 10,751

Home and apparel 9,263 9,579 9,037

Sam's Club U.S.

net sales by merchandise category

2025 2024 2023

Grocery $ 59,976 $ 56,455 $ 53,055

Fuel and other 12,924 13,678 15,385

General merchandise 11,249 11,041 11,669

Health and wellness 6,089 5,005 4,236

Technology, office and entertainment 2,608 2,855 2,990

Total $ 90,238 $ 86,179 $ 84,345

Of Sam's Club's total net sales, approximately $ 9.9 billion, $ 8.4 billion and $ 6.9 billion related to eCommerce for fiscal 2024, 2023 and 2022, respectively.

Of Sam's Club U.S.'s total net sales, approximately $ 12.1 billion, $ 9.9 billion and $ 8.4 billion related to eCommerce for fiscal 2025, 2024 and 2023, respectively.

Subsequent Event

9 unchanged sentences

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 8. Financial Statements and Supplementary Data