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Item 2. Management’s Discussion and Analysis

2025-06-06 compared with 2024-12-06 · 207 added, 198 removed, 191 unchanged (68% of the section changed)

Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion, which presents Walmart Inc.'s ("Walmart," the "Company," "our," or "we") results for periods occurring in the fiscal year ending January 31, 2025 ("fiscal 2025") and the fiscal year ended January 31, 2024 ("fiscal 2024"), should be read in conjunction with our Condensed Consolidated Financial Statements as of and for the three and nine months ended October 31, 2024, and the accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as our Consolidated Financial Statements as of and for the year ended January 31, 2024, the accompanying notes and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended January 31, 2024.

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period and the primary factors that accounted for those changes.

We also discuss certain performance metrics that management uses to assess the Company's performance.

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

Throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations, we discuss segment operating income, comparable store and club sales and other measures.

Management measures the results of the Company's segments using each segment's operating income, including certain corporate overhead allocations, as well as other measures.

From time to time, we revise the measurement of each segment's operating income and other measures as determined by the information regularly reviewed by our chief operating decision maker.

Comparable store and club sales, or comparable sales, is a metric that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs for a particular period from the corresponding prior year period.

Walmart's definition of comparable sales includes sales from stores and clubs open for the previous 12 months, including remodels, relocations, expansions and conversions, as well as eCommerce sales.

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

Sales at a store that has changed in format are excluded from comparable sales when the conversion of that store is accompanied by a relocation or expansion that results in a change in the store's retail square feet of more than five percent.

Sales related to divested businesses are excluded from comparable sales, and sales related to acquisitions are excluded until such acquisitions have been owned for 12 months.

Comparable sales are also referred to as "same-store" sales by others within the retail industry.

The method of calculating comparable sales varies across the retail industry.

As a result, our calculation of comparable sales is not necessarily comparable to similarly titled measures reported by other companies.

In discussing our operating results, the term currency exchange rates refers to the currency exchange rates we use to convert the operating results for countries where the functional currency is not the U.S.

dollar into U.S.

We calculate the effect of changes in currency exchange rates as the difference between current period activity translated using the current period's currency exchange rates and the comparable prior year period's currency exchange rates.

Additionally, no currency exchange rate fluctuations are calculated for non-USD acquisitions until owned for 12 months.

Throughout our discussion, we refer to the results of this calculation as the impact of currency exchange rate fluctuations.

Volatility in currency exchange rates may impact the results, including net sales and operating income, of the Company and the Walmart International segment in the future.

Each of our segments contributes to the Company's operating results differently.

Each, however, has generally maintained a relatively consistent contribution rate to the Company's net sales and operating income in recent years other than minor changes to the contribution rate for the Walmart International segment due to fluctuations in currency exchange rates.

We operate in a highly competitive omni-channel retail industry in all of the markets we serve.

We face strong sales competition from other discount, department, drug, dollar, variety and specialty stores, warehouse clubs and supermarkets, as well as eCommerce businesses, and companies that offer services in digital advertising, fulfillment and delivery services, health and wellness, and financial services.

Many of these competitors are national, regional or international chains or have a national or international omni-channel or eCommerce presence.

We compete with a number of companies for attracting and retaining quality employees ("associates").

We, along with other retail companies, are influenced by a number of factors including, but not limited to:

catastrophic events, weather and other risks related to climate change, global health epidemics, competitive pressures, consumer disposable income, consumer debt levels and buying patterns, consumer credit availability, disruptions in supply chain and inventory management, cost and availability of goods, currency exchange rate fluctuations, customer preferences, deflation, inflation, fuel and energy prices, general economic conditions, insurance costs, interest rates, labor availability and costs, tax rates, the imposition of tariffs, cybersecurity attacks and unemployment.

Further information on the factors that can affect our operating results and on certain risks to our Company and an investment in our securities can be found herein under " Item 5.

This discussion, which presents Walmart Inc.'s ("Walmart," the "Company," "our," "us" or "we") results for periods occurring in the fiscal year ending January 31, 2026 ("fiscal 2026") and the fiscal year ended January 31, 2025 ("fiscal 2025"), should be read in conjunction with our Condensed Consolidated Financial Statements as of and for the three months ended April 30, 2025, and the accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as our Consolidated Financial Statements as of and for the year ended January 31, 2025, the accompanying notes and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended January 31, 2025.

Recent Developments, Macroeconomic Conditions and Potential Impacts

We expect continued uncertainty in our business and the global economy due to tariffs and trade restrictions;

inflationary trends;

fluctuations in global currencies;

swings in macroeconomic conditions and their effect on consumer confidence;

volatility in employment trends;

and supply chain pressures, any of which may impact our results.

Information on certain risks, factors, and uncertainties that can affect our operating results and an investment in our securities can be found herein under " Item 1A.

Risk Factors " and " Item 5.

Other Information ."

We expect continued uncertainty in our business and the global economy due to inflationary trends, a challenging macro environment, geopolitical conditions, supply chain disruptions, volatility in employment trends and consumer confidence.

For a detailed discussion on results of operations by reportable segment, refer to " Results of Operations " below.

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We define our financial priorities as follows:

• Growth - serve customers through a seamless omni-channel experience;

• Growth - serve customers through a seamless omnichannel experience;

• Margin - improve our operating income margin through productivity initiatives as well as category and business mix;

• Returns - improve our Return on Investment through margin improvement and disciplined capital spend.

Our objective of prioritizing growth means we will focus on serving customers and members however they want to shop through our omni-channel business model.

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

Our objective of prioritizing growth means we will focus on serving customers and members however they want to shop through our omnichannel business model.

This includes increasing comparable store and club sales through increasing membership at Sam's Club U.S.

and through Walmart+, accelerating eCommerce sales growth and expansion of omnichannel initiatives that complement our strategy.

Comparable sales is a metric that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs, including eCommerce sales, for a particular period over the corresponding period in the previous year.

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retail market where there is a single currency, one inflationary market and generally consistent store and club formats from year to year.

Calendar comparable sales, as well as the impact of fuel, for the three and nine months ended October 31, 2024 and 2023, were as follows:

Three Months Ended October 31, Nine Months Ended October 31,

Calendar comparable sales, as well as the impact of fuel, for the three months ended April 30, 2025 and 2024, were as follows:

Three Months Ended April 30,

2025 2024 2025 2024

With Fuel Fuel Impact With Fuel Fuel Impact

With Fuel Fuel Impact

3.1 % 4.9 % 0.0 % 0.0 %

Sam's Club 3.8 % 2.9 % (3.4) % (0.5) % 4.3 % 2.4 % (1.7) % (3.0) %

Sam's Club U.S.

2.8 % 4.6 % (2.6) % (0.7) %

Comparable sales in the U.S., including fuel, increased 4.9% and 4.7% for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

3.0 % 4.9 % (0.5) % 0.0 %

Comparable sales in the U.S., including fuel, increased 3.0% for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The Walmart U.S.

segment had comparable sales growth of 5.1% and 4.7% for the three and nine months ended October 31, 2024, respectively, driven by growth in transactions and unit volumes, with strong sales in grocery and health and wellness.

segment had comparable sales growth of 3.1% for the three months ended April 30, 2025 driven by growth in transactions and unit volumes, with strong sales in health and wellness and grocery.

The Walmart U.S.

segment's eCommerce net sales positively contributed approximately 2.8% to comparable sales for both the three and nine months ended October 31, 2024, which was primarily driven by store-fulfilled pickup and delivery.

Comparable sales at the Sam's Club segment increased 3.8% and 4.3% for the three and nine months ended October 31, 2024, respectively, driven by growth in transactions and unit volumes, including strong sales in grocery and health and wellness.

The Sam's Club segment's eCommerce sales positively contributed approximately 2.7% and 2.1% to comparable sales for the three and nine months ended October 31, 2024, respectively, which was primarily driven by club-fulfilled curbside pickup and delivery.

Our objective of prioritizing margin focuses on growth with a focus on incremental margin accretion through a combination of productivity improvements, as well as category and business mix.

segment's eCommerce net sales positively contributed approximately 3.4% to comparable sales, which outpaced the total segment growth for the three months ended April 30, 2025.

This growth reflects continued strength in customer and Walmart+ member engagement with omnichannel offerings, which was primarily driven by store-fulfilled pickup and delivery.

Comparable sales in the Sam's Club U.S.

segment increased 2.8% for the three months ended April 30, 2025, driven by growth in club and digital transactions as well as unit volumes, including strong sales in grocery and health and wellness.

The Sam's Club U.S.

segment's eCommerce sales positively contributed approximately 3.3% to comparable sales for the three months ended April 30, 2025, which outpaced the total segment growth as a result of lower fuel sales.

This growth reflects continued strength in member engagement with omnichannel offerings.

Our objective of prioritizing margin focuses on growth by driving incremental margin accretion through a combination of productivity improvements, as well as category and business mix.

We invest in technology and process improvements to increase productivity, manage inventory and reduce costs, and we operate with discipline by managing expenses and optimizing the efficiency of how we work.

Additionally, we focus on our mix of businesses, including the expansion of connected value streams with higher margins, such as advertising and membership income.

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

Additionally, we focus on our mix of businesses, including expanding our ecosystem in higher margin areas, such as digital advertising and marketplace.

Our objective is to achieve operating income leverage, which we define as growing operating income at a faster rate than net sales.

Three Months Ended October 31, Nine Months Ended October 31,

Three Months Ended April 30,

(Amounts in millions) 2025 2024

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Percentage change from comparable period 2.5 % 5.9 %

Gross profit as a percentage of net sales 24.2 % 24.0 % 24.2 % 23.9 %

Operating, selling, general and administrative expenses as a percentage of net sales 21.2 % 21.0 % 20.9 % 20.5 %

Operating income $ 7,135 $ 6,841

Percentage change from comparable period 4.3 % 9.6 %

Operating income as a percentage of net sales 4.0 % 3.9 % 4.3 % 4.2 %

Gross profit as a percentage of net sales ("gross profit rate") increased 21 and 35 basis points for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The increases were primarily driven by the Walmart U.S.

segment due to managing prices aligned to our competitive price gaps, as well as growth in higher margin businesses globally, partially offset by mix shifts into lower margin merchandise categories and the timing of Flipkart's The Big Billion Days ("BBD") sales event in the Walmart International segment, which shifted from the fourth quarter of fiscal 2024 to primarily in the third quarter of fiscal 2025.

Operating expenses as a percentage of net sales increased 19 and 32 basis points for the three and nine months ended October 31, 2024, respectively.

The increase for the three months ended October 31, 2024 was primarily driven by hurricane-related recovery expenses incurred in the Walmart U.S.

and Sam's Club segments, higher marketing expenses and higher variable pay as a result of exceeding planned performance.

The increase for the nine months ended October 31, 2024 was primarily driven by higher variable pay as a result of exceeding planned performance, higher marketing expenses and business reorganization costs of $0.3 billion incurred during the first quarter of fiscal 2025.

Operating income increased $0.5 billion or 8.2% and $1.7 billion or 8.8% for the three and nine months ended October 31, 2024, respectively, primarily due to the factors described above as well as from strong growth in membership income globally.

Percentage of net sales

Gross profit (1)

24.2 % 24.1 %

Operating expenses

20.8 % 20.8 %

Operating income 4.4 % 4.3 %

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

Gross profit as a percentage of net sales ("gross profit rate") increased 12 basis points for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The increase was primarily due to the Walmart U.S.

segment driven by disciplined inventory management, including lower levels of markdowns, and growth in higher margin businesses, partially offset by mix shifts into lower margin merchandise categories.

Additionally, the increase was partially offset by ongoing channel and format mix shifts in the Walmart International segment.

Operating expenses as a percentage of net sales increased 6 basis points for the three months ended April 30, 2025 when compared to the same period in the previous fiscal year.

The increase was primarily due to increased depreciation and amortization and casualty claims expense in the U.S., partially offset by the lapping of business restructuring charges incurred in the previous fiscal year.

Operating income as a percentage of net sales increased 7 basis points for the three months ended April 30, 2025, primarily due to the factors described above.

As we execute our financial framework, we believe our return on capital will improve over time.

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Return on Assets and Return on Investment

We include Return on Assets ("ROA"), the most directly comparable measure based on our financial statements presented in accordance with generally accepted accounting principles in the U.S.

("GAAP") and Return on Investment ("ROI") as metrics to assess returns on assets.

While ROI is considered a non-GAAP financial measure, management believes ROI is a meaningful metric to share with investors because it helps investors assess how effectively Walmart is deploying its assets.

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

ROA is the most directly comparable measure based on our financial statements presented in accordance with generally accepted accounting principles in the U.S.

("GAAP") while ROI is considered a non-GAAP financial measure.

Management believes ROI is a meaningful metric to share with investors because it helps investors assess how effectively Walmart deploys its assets.

Trends in ROI can fluctuate over time as management balances long-term strategic initiatives with possible short-term impacts.

ROA was 7.8% and 6.5% for the trailing 12 months ended October 31, 2024 and 2023, respectively.

The increase in ROA was primarily due to an increase in consolidated net income during the trailing 12 month period, as a result of higher operating income.

ROI was 15.1% and 14.1% for the trailing 12 months ended October 31, 2024 and 2023, respectively.

The increase in ROI was the result of an increase in operating income, primarily due to improvements in business performance as well as lapping business reorganization and restructuring charges incurred in the comparative trailing 12 months, partially offset by an increase in average invested capital primarily due to higher purchases of property and equipment.

Our calculation of ROI is considered a non-GAAP financial metric because we calculate ROI using financial measures that exclude and include amounts that are included and excluded in ROA, the most directly comparable GAAP financial measure.

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

We define ROI as operating income plus interest income, depreciation and amortization, and rent expense for the trailing 12 months divided by average invested capital during that period.

We consider average invested capital to be the average of our beginning and ending total assets, plus average accumulated depreciation and amortization, less average accounts payable and average accrued liabilities for that period.

Our calculation of ROI is considered a non-GAAP financial measure because we calculate ROI using financial measures that exclude and include amounts that are included and excluded in the most directly comparable GAAP financial measure.

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

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

ROI differs from ROA (which is consolidated net income for the period divided by average total assets for the period) because ROI:

adjusts operating income to exclude certain expense items and adds interest income;

and adjusts total assets for the impact of accumulated depreciation and amortization, accounts payable and accrued liabilities to arrive at total invested capital.

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

Although ROI is a standard financial measure, numerous methods exist for calculating ROI.

Although ROI is a standard financial measure, numerous methods exist for calculating a company's ROI.

As a result, the method used by management to calculate our ROI may differ from the methods used by other companies to calculate their ROI.

The calculation of ROA and ROI, along with a reconciliation of ROI to the calculation of ROA, the most comparable GAAP financial measure, is as follows:

For the Trailing Twelve Months Ended October 31,

For the Trailing Twelve Months Ended April 30,

(Amounts in millions) 2025 2024

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(1) The average is based on the addition of the account balance at the end of the current period to the account balance at the end of the prior period and dividing by two.

As of October 31,

As of April 30,

2025 2024 2023

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Accrued liabilities 26,085 24,092 27,527

Strategic Capital Allocation

Our strategy includes allocating the majority of our capital to higher-return areas focused on automation such as eCommerce, supply chain and store and club investments.

ROA was 7.5% and 7.9% for the trailing 12 months ended April 30, 2025 and 2024, respectively.

The decrease in ROA was primarily due to an increase in average total assets, resulting from higher purchases of property and equipment, as well as a slight decline in net income during the trailing 12 month period.

The decline in net income was the result of net decreases in the fair value of our equity and other investments, partially offset by higher operating income.

ROI was 15.3% and 15.0% for the trailing 12 months ended April 30, 2025 and 2024, respectively.

The increase in ROI was the result of an increase in operating income, primarily due to improvements in business performance and lapping business reorganization charges incurred in the comparative trailing 12 months, partially offset by an increase in average invested capital primarily due to higher purchases of property and equipment.

Capital Allocation

Our strategy includes allocating our capital to higher-return areas such as automation and investments in stores and clubs.

The following table provides additional detail regarding our capital expenditures:

(Amounts in millions) Nine Months Ended October 31,

(Amounts in millions) Three Months Ended April 30,

Allocation of Capital Expenditures 2025 2024

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New stores and clubs, including expansions and relocations 212 67

14,529 12,802

Walmart International 481 461

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We define free cash flow as net cash provided by operating activities in a period minus payments for property and equipment made in that period.

Net cash provided by operating activities was $22.9 billion for the nine months ended October 31, 2024, which represents an increase of $3.9 billion when compared to the same period in the prior year.

The increase was primarily due to an increase in cash provided by operating income and lapping the payment of accrued opioid legal charges in the prior year comparable period, partially offset by increased inventory purchases.

Free cash flow for the nine months ended October 31, 2024 was $6.2 billion, which represents an increase of $1.9 billion when compared to the same period in the prior year.

The increase in free cash flow was due to the increase in net cash provided by operating activities described above, partially offset by an increase of $2.0 billion in capital expenditures to support our investment strategy.

Walmart's definition of free cash flow is limited in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions.

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The following table sets forth a reconciliation of free cash flow, a non-GAAP financial measure, to net cash provided by operating activities, which we believe to be the GAAP financial measure most directly comparable to free cash flow, as well as information regarding net cash used in investing activities and net cash provided by or used in financing activities.

Nine Months Ended October 31,

Three Months Ended April 30,

(Amounts in millions) 2025 2024

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$ (5,093) $ (4,409)

Net cash used in financing activities

(9,673) (179)

Net cash provided by (used in) financing activities

(1) "Net cash used in investing activities" includes payments for property and equipment, which is also included in our computation of free cash flow.

Net cash provided by operating activities was $5.4 billion for the three months ended April 30, 2025, which represents an increase of $1.2 billion when compared to the same period in the prior year.

The increase was primarily due to an increase in cash provided by operating income and timing of certain payments.

Free cash flow for the three months ended April 30, 2025 was $0.4 billion, which represents an increase of $0.9 billion when compared to the same period in the prior year.

The increase in free cash flow was due to the increase in net cash provided by operating activities described above, partially offset by an increase of $0.3 billion in capital expenditures to support our investment strategy.

Results of Operations

Consolidated Results of Operations

Three Months Ended October 31, Nine Months Ended October 31,

(Amounts in millions, except unit counts) 2024 2023 2024 2023

Three Months Ended April 30,

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

Net sales $ 163,981 $ 159,938

Percentage change from comparable period 2.5 % 5.9 %

calendar comparable sales increase 4.9 % 4.6 % 4.7 % 5.5%

Membership and other income $ 1,585 $ 1,365 $ 4,723 $ 4,014

Percentage change from comparable period 16.1 % 1.6 % 17.7 % (2.2) %

Membership & other income (1)

Total revenues 165,609 161,508

Percentage change from comparable period 2.5 % 6.0 %

Gross profit margin as a percentage of net sales 24.2 % 24.0 % 24.2 % 23.9%

Gross profit (2)

39,678 38,507

Operating expenses (2)

34,171 33,236

Operating income 7,135 6,841

Operating income as a percentage of net sales 4.0 % 3.9 % 4.3 % 4.2%

Other (gains) and losses 597 (794)

Consolidated net income $ 4,639 $ 5,307

$ 4,714 $ 643 $ 14,732 $ 10,592

Percentage of net sales

Gross profit 24.2 % 24.1 %

Operating expenses 20.8 % 20.8 %

Operating income 4.4 % 4.3 %

Unit counts at period end

10,784 10,607

Retail square feet at period end

Our total revenues, which are mostly comprised of net sales but also include membership and other income, increased $8.8 billion or 5.5% and $25.7 billion or 5.4% for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The increases were primarily due to strong positive comparable sales in our U.S.

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

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

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

Our total revenues increased $4.1 billion or 2.5% for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The increase was primarily due to strong positive comparable sales in our U.S.

segments and international markets driven by growth in transactions and unit volumes, with strength in eCommerce as well as strong sales in grocery and health and wellness.

Net sales for the three and nine months ended October 31, 2024 were negatively affected by $1.2 billion and $1.1 billion, respectively, due to fluctuations in currency exchange rates.

Membership and other income increased $0.2 billion or 16.1% and $0.7 billion or 17.7% for the three and nine months ended October 31, 2024, respectively, primarily due to strong growth in membership income globally.

Gross profit rate increased 21 and 35 basis points for both the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The increases were primarily driven by the Walmart U.S.

Operating expenses as a percentage of net sales increased 19 and 32 basis points for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The increase for the three months ended October 31, 2024 was primarily driven by hurricane-related recovery expenses incurred in the Walmart U.S.

and Sam's Club segments, higher marketing expenses and higher variable pay as a result of exceeding planned performance.

Net sales for the three months ended April 30, 2025 were negatively affected by $2.4 billion in currency exchange rate fluctuations.

Additionally, net sales growth was also impacted by approximately 1% due to one extra day in February 2024 as a result of a leap year.

Membership and other income increased $0.1 billion or 3.7% for the three months ended April 30, 2025, primarily due to strong growth in membership fee income globally, partially offset by decreases in other income items.

Gross profit rate increased 12 basis points for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The increase was primarily due to the Walmart U.S.

Additionally, the increase was partially offset by ongoing channel and format mix shifts in the Walmart International segment.

Operating expenses as a percentage of net sales increased 6 basis points for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

Other gains and losses consist of certain non-operating items, such as the change in the fair value of our investments and gains or losses on business dispositions, which by their nature can fluctuate from period to period.

The net decreases of $4.6 billion and $3.3 billion in other losses for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year, were primarily due to changes in the fair value of our equity and other investments driven by changes in their underlying stock prices.

Our effective income tax rate was 22.7% and 23.8% for the three and nine months ended October 31, 2024, respectively, compared to 29.7% and 26.1% for the same periods in the previous fiscal year.

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

Our effective income tax rate may fluctuate from quarter to quarter as a result of factors including changes in our assessment of certain tax contingencies, valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items and the mix and size of earnings among our U.S.

Other gains and losses for the three months ended April 30, 2025 and 2024 consisted of net losses of $0.6 billion and net gains of $0.8 billion, respectively, which primarily consisted of changes in fair value of our equity and other investments driven by changes in their underlying stock prices.

Our effective income tax rate was 22.6% for the three months ended April 30, 2025, compared to 24.6% for the same period in the previous fiscal year.

Our effective income tax rate may fluctuate as a result of various factors, including changes in our assessment of unrecognized tax benefits, valuation allowances, business operations, acquisitions, investments, entry into new businesses and geographies, intercompany transactions, changes in tax law, changes in the administrative practices, principles, and interpretations related to tax, and the mix and size of earnings among our U.S.

operations and international operations, which are subject to statutory rates that may be different than the U.S.

statutory rate.

As a result of the factors discussed above, consolidated net income increased $4.1 billion for both the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

Accordingly, diluted net income per common share attributable to Walmart was $0.57 and $1.75 for the three and nine months ended October 31, 2024, respectively, which represents an increase of $0.51 for both periods when compared to the same periods in the previous fiscal year.

Three Months Ended October 31, Nine Months Ended October 31,

(Amounts in millions, except unit counts) 2024 2023 2024 2023

As a result of the factors discussed above, consolidated net income decreased $0.7 billion for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

Accordingly, diluted net income per common share attributable to Walmart was $0.56 for the three months ended April 30, 2025, which represents a decrease of $0.07 when compared to the same period in the previous fiscal year.

Three Months Ended April 30,

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

Net sales $ 112,163 $ 108,670

Percentage change from comparable period 5.0 % 4.4 % 4.5 % 5.7 %

Net sales percentage change from comparable period 3.2 % 4.6 %

Calendar comparable sales increase 3.1 % 4.9 %

Membership & other income 636 613

Gross profit 30,811 29,575

Operating expenses 25,742 24,856

Operating income $ 5,705 $ 5,332

Operating income as a percentage of net sales 4.7 % 4.6 % 5.1 % 5.0 %

Percentage of net sales

Gross profit 27.5 % 27.2 %

Operating expenses 23.0 % 22.9 %

Operating income 5.1 % 4.9 %

Unit counts at period end 4,606 4,609

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Net sales for the Walmart U.S.

segment increased $5.5 billion or 5.0% and $14.7 billion or 4.5% for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The increases were due to comparable sales of 5.1% and 4.7% for the three and nine months ended October 31, 2024, respectively, driven by growth in transactions and unit volumes, with strong sales in grocery and health and wellness.

segment increased $3.5 billion or 3.2% for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The increase was due to comparable sales of 3.1% for the three months ended April 30, 2025, driven by growth in transactions and unit volumes, with strong sales in health and wellness and grocery.

The Walmart U.S.

segment's eCommerce sales positively contributed approximately 2.8% to comparable sales for both the three and nine months ended October 31, 2024, which was primarily driven by store-fulfilled pickup and delivery.

Gross profit rate increased 42 and 46 basis points for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The increases were primarily driven by managing prices aligned to our competitive price gaps and growth in higher margin businesses, partially offset by mix shifts into lower margin merchandise categories.

Operating expenses as a percentage of net sales increased 33 and 41 basis points for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The increase for the three months ended October 31, 2024 was primarily due to hurricane-related recovery expenses and increased marketing and depreciation expenses.

The increase for the nine months ended October 31, 2024 was primarily related to increased marketing and depreciation expenses, as well as higher variable pay as a result of exceeding planned performance.

As a result of the factors discussed above, operating income increased $0.5 billion and $1.3 billion for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

segment's eCommerce sales positively contributed approximately 3.4% to comparable sales, which outpaced the total segment growth for the three months ended April 30, 2025.

This growth reflects continued strength in customer and Walmart+ member engagement with omnichannel offerings, which was primarily driven by store-fulfilled pickup and delivery.

Membership and other income increased 3.8% for three months ended April 30, 2025, primarily driven by double-digit percentage growth in membership fee income from Walmart+.

Gross profit rate increased 25 basis points for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The increase was primarily driven by disciplined inventory management, including lower levels of markdowns, and growth in higher margin businesses, partially offset by mix shifts into lower margin merchandise categories.

Operating expenses as a percentage of net sales increased 8 basis points for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The increase was primarily due to increased depreciation and amortization, casualty claims expense, as well as VIZIO operating costs following the acquisition in December 2024, partially offset by the lapping of business restructuring charges incurred in the previous fiscal year.

As a result of the factors discussed above, operating income increased $0.4 billion for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

Walmart International Segment

Three Months Ended October 31, Nine Months Ended October 31,

(Amounts in millions, except unit counts) 2024 2023 2024 2023

Three Months Ended April 30,

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

Net sales $ 29,754 $ 29,833

Percentage change from comparable period (0.3) % 12.1 %

Membership and other income 379 384

Gross profit 6,290 6,505

Operating expenses 5,405 5,356

Operating income $ 1,264 $ 1,533

Operating income as a percentage of net sales 4.0 % 4.0 % 4.6 % 4.2 %

Percentage of net sales

Gross profit 21.1 % 21.8 %

Operating expenses 18.2 % 18.0 %

Operating income 4.2 % 5.1 %

Unit counts at period end 5,578 5,399

Retail square feet at period end 274 272

Net sales for the Walmart International segment increased $2.3 billion or 8.0% and $7.5 billion or 9.1% for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The increases were primarily due to positive comparable sales in the majority of our international markets led by strength in eCommerce and the shift in timing of Flipkart's BBD sales event.

Net sales for the three and nine months ended October 31, 2024 were negatively affected by $1.2 billion and $1.1 billion, respectively, due to fluctuations in currency exchange rates.

Gross profit rate decreased 85 and 4 basis points for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The decreases for the three and nine months ended October 31, 2024 were primarily driven by the shift in timing of Flipkart's BBD sales event and ongoing channel mix shifts, partially offset by growth in the majority of our other international markets and ongoing business mix changes.

Additionally, for the nine months ended October 31, 2024, the decrease in gross profit rate was also partially offset by improved eCommerce margins across certain markets.

Operating expenses as a percentage of net sales decreased 86 and 42 basis points for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The decreases for the three and nine months ended October 31, 2024 were primarily due to strong sales, including the shift in timing of Flipkart's BBD sales event, and format mix shifts primarily in China, partially offset by investments in associate wages in the Mexico and Central America and Canada markets.

As a result of the factors discussed above, operating income increased $0.1 billion and $0.6 billion for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

Sam's Club Segment

Three Months Ended October 31, Nine Months Ended October 31,

(Amounts in millions, except unit counts) 2024 2023 2024 2023

Net sales for the Walmart International segment decreased $0.1 billion or 0.3% for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The decrease was primarily due to negative fluctuations in currency exchange rates of $2.4 billion, partially offset by positive comparable sales across our international markets.

Gross profit rate decreased 66 basis points for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The decrease was primarily driven by ongoing channel and format mix shifts, partially offset by ongoing business mix changes.

Operating expenses as a percentage of net sales increased 22 basis points for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The increase was primarily due to strategic growth investments, including investments in associate wages in our Mexico and Central America and Canada markets, partially offset by format mix shifts primarily in China.

As a result of the factors discussed above, operating income decreased $0.3 billion for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

Sam's Club U.S.

Three Months Ended April 30,

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

Including Fuel

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Calendar comparable sales increase 2.8 % 4.6 %

Membership and other income 607 561

Gross profit 2,577 2,427

Operating expenses 2,498 2,373

Operating income $ 686 $ 615

Operating income as a percentage of net sales 2.8 % 2.7 % 2.7 % 2.4 %

Percentage of net sales

Gross profit 11.7 % 11.3 %

Operating expenses 11.3 % 11.1 %

Operating income 3.1 % 2.9 %

Unit counts at period end 600 599

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Operating income $ 549 $ 515

Operating income as a percentage of net sales 2.2 % 2.2 % 2.3 % 2.1 %

(1) We believe the "Excluding Fuel" information is useful to investors because it permits investors to understand the effect of the Sam's Club segment's fuel sales on its results of operations, which are impacted by the volatility of fuel prices.

Volatility in fuel prices may continue to impact the operating results of the Sam's Club segment in the future.

Net sales for the Sam's Club segment increased $0.9 billion or 3.9% and $2.8 billion or 4.4% for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The increases were primarily due to comparable sales, including fuel, of 3.8% and 4.3% for the three and nine months ended October 31, 2024, respectively, driven by growth in transactions and unit volumes, including strong sales in grocery and health and wellness.

Sam's Club eCommerce sales positively contributed approximately 2.7% and 2.1% to comparable sales for the three and nine months ended October 31, 2024, respectively, which was primarily driven by club-fulfilled curbside pickup and delivery.

Gross profit rate increased 47 and 42 basis points for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The increase for the three and nine months ended October 31, 2024 were primarily due to improved margins in fuel and lower markdowns as a result of disciplined inventory management, partially offset by eCommerce fulfillment costs.

Additionally, lapping inflation-related LIFO charges in the prior year had a positive impact on gross profit rate for the nine months ended October 31, 2024.

Membership and other income increased 15.1% and 14.3% for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year.

The increases were due to growth in the membership base and Plus penetration.

Membership income also benefited from lapping a prior year promotional offering related to previous membership fee increases.

Operating expenses as a percentage of net sales increased 63 and 36 basis points for the three and nine months ended October 31, 2024, respectively, when compared to the same periods in the previous fiscal year, primarily due to increased compensation related expenses, including higher variable pay as a result of exceeding our planned performance.

Additionally, elevated technology spend in the three months ended October 31, 2024 had a negative impact on operating expenses as a percentage of net sales.

As a result of the factors discussed above, operating income increased slightly for the three months ended October 31, 2024, and increased $0.3 billion for the nine months ended October 31, 2024, when compared to the same periods in the previous fiscal year.

(1) We believe the "Excluding Fuel" information is useful to investors because it permits investors to understand the effect of the Sam's Club U.S.

segment's fuel sales on its results of operations, which are impacted by the volatility of fuel prices.

Volatility in fuel prices may continue to impact the operating results of the Sam's Club U.S.

segment in the future.

Net sales for the Sam's Club U.S.

segment increased $0.6 billion or 2.9% for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The increase was primarily due to comparable sales, including fuel, of 2.8% for the three months ended April 30, 2025, driven by growth in club and digital transactions as well as unit volumes, including strong sales in grocery and health and wellness.

Sam's Club U.S.

eCommerce sales positively contributed approximately 3.3% to comparable sales for the three months ended April 30, 2025, which outpaced the total segment growth as a result of lower fuel sales.

This growth reflects continued strength in member engagement with omnichannel offerings.

Membership and other income increased 8.2% for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The increase was due to growth in the membership base and Plus penetration.

Gross profit rate increased 36 basis points for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The increase for the three months ended April 30, 2025 was primarily due to improved margins in fuel.

Operating expenses as a percentage of net sales increased 25 basis points for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year, primarily due to lower fuel sales combined with continued technology and associate wage investments.

As a result of the factors discussed above, operating income increased $0.1 billion for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

Liquidity and Capital Resources

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Generally, some or all of the remaining available cash flow has been used to fund dividends on our common stock and share repurchases.

We believe our sources of liquidity will continue to be sufficient to fund operations, finance our global investment activities, pay dividends and fund our share repurchases for at least the next 12 months and for the foreseeable future.

We believe our sources of liquidity will continue to be sufficient to fund operations, finance our investment activities, pay dividends and fund our share repurchases for at least the next 12 months and for the foreseeable future.

Net Cash Provided by Operating Activities

Nine Months Ended October 31,

Three Months Ended April 30,

(Amounts in millions) 2025 2024

Net cash provided by operating activities $ 5,411 $ 4,249

Net cash provided by operating activities was $22.9 billion as compared to $19.0 billion for the nine months ended October 31, 2024 and 2023, respectively.

Net cash provided by operating activities was $5.4 billion as compared to $4.2 billion for the three months ended April 30, 2025 and 2024, respectively.

The increase was primarily due to an increase in cash provided by operating income and timing of certain payments.

Cash Equivalents and Working Capital Deficit

Cash and cash equivalents were $10.0 billion and $12.2 billion at October 31, 2024 and 2023, respectively.

Our working capital deficit was $15.6 billion as of October 31, 2024, which was relatively consistent with our $15.8 billion working capital deficit as of October 31, 2023.

We generally operate with a working capital deficit due to our efficient use of cash in funding operations, consistent access to the capital markets and returns provided to our shareholders in the form of payments of cash dividends and share repurchases.

As of October 31, 2024 and January 31, 2024, cash and cash equivalents of $3.6 billion and $3.5 billion, respectively, may not be freely transferable to the U.S.

Cash and cash equivalents were $9.3 billion and $9.4 billion at April 30, 2025 and 2024, respectively.

Our working capital deficit was $22.7 billion as of April 30, 2025, which increased when compared to the $18.9 billion working capital deficit as of April 30, 2024.

The increase in our working capital deficit was primarily driven by the timing of certain payments combined with an increase in long-term debt due within one year, partially offset by an increase in inventories related to sales growth.

As of April 30, 2025 and January 31, 2025, cash and cash equivalents of $3.7 billion and $3.3 billion, respectively, may not be freely transferable to the U.S.

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

Net Cash Used in Investing Activities

Nine Months Ended October 31,

Three Months Ended April 30,

(Amounts in millions) 2025 2024

Net cash used in investing activities $ (5,093) $ (4,409)

Net cash used in investing activities was $12.7 billion as compared to $15.4 billion for the nine months ended October 31, 2024 and 2023, respectively.

The decrease of $2.7 billion for the nine months ended October 31, 2024 is primarily due to net proceeds received from sales of certain strategic investments, including $3.6 billion related to the sale of our JD.com investment, partially offset by an increase in payments for property and equipment.

Business acquisition

In December 2024, the Company completed the acquisition of Vizio Holding Corp.

for net cash consideration of approximately $2 billion, which will be classified as cash used in investing activities in our Consolidated Statement of Cash Flows for the year ending January 31, 2025.

Net Cash Used in Financing Activities

Nine Months Ended October 31,

Net cash used in investing activities was $5.1 billion as compared to $4.4 billion for the three months ended April 30, 2025 and 2024, respectively.

The increase of $0.7 billion for the three months ended April 30, 2025 is primarily due to an increase in payments for property and equipment and the change in other investing activities related to certain short-term investments.

Net Cash Provided by (Used in) Financing Activities

Three Months Ended April 30,

(Amounts in millions) 2025 2024

Net cash used in financing activities $ (9,673) $ (179)

Net cash provided by (used in) financing activities $ 8 $ (321)

Net cash from financing activities generally consists of debt transactions, dividends paid, repurchases of Company stock and transactions with noncontrolling interest shareholders.

Net cash used in financing activities was $9.7 billion and $0.2 billion for the nine months ended October 31, 2024 and 2023, respectively.

The increase of $9.5 billion for the nine months ended October 31, 2024 is primarily due to lower short-term borrowings in the current year, lapping debt issuances in the prior year comparable period, and increased share repurchases, partially offset by lapping the purchase of certain non-controlling interest in the prior year comparable period.

Net cash provided by financing activities increased $0.3 billion for the three months ended April 30, 2025, when compared to the same period in the previous fiscal year.

The increase is primarily due to new long-term debt issued in the current fiscal year as well as lapping debt repayments made in the previous fiscal year, partially offset by increased share repurchases and lower short-term borrowings in the current year.

In April 2025, the Company renewed and extended its existing 364-day revolving credit facility of $10.0 billion as well as its five-year credit facility of $5.0 billion.

In total, we had committed lines of credit in the U.S.

of $15.0 billion at October 31, 2024, all undrawn.

of $15.0 billion at April 30, 2025, all undrawn.

Long-term Debt

The following table provides the changes in our long-term debt for the nine months ended October 31, 2024:

The following table provides the changes in our long-term debt for the three months ended April 30, 2025:

(Amounts in millions) Long-term debt due within one year Long-term debt Total

Balances as of February 1, 2025 $ 2,598 $ 33,401 $ 35,999

Repayments of long-term debt (2,817) — (2,817)

Proceeds from issuance of long-term debt (1)

— 3,983 3,983

Reclassifications of long-term debt 1,486 (1,486) —

Other (9) 138 129

Balances as of October 31, 2024 $ 3,246 $ 33,645 $ 36,891

During the nine months ended October 31, 2024, our total outstanding long-term debt decreased $2.7 billion primarily due to maturities of certain long-term debt.

Refer to Note 4 to our Condensed Consolidated Financial Statements for details on the repayments of long-term debt.

Effective February 20, 2024, the Company approved the fiscal 2025 annual dividend of $0.83 per share, an increase over the fiscal 2024 annual dividend of $0.76 per share.

Currency and other adjustments

Balances as of April 30, 2025 $ 4,085 $ 36,520 $ 40,605

(1) Proceeds from issuance of long-term debt are net of deferred loan costs and any related discount or premium.

During the three months ended April 30, 2025, our total outstanding long-term debt increased $4.6 billion primarily due to the issuance of new long-term debt in April 2025.

Refer to Note 4 to our Condensed Consolidated Financial Statements for details.

Effective February 20, 2025, the Company approved the fiscal 2026 annual dividend of $0.94 per share, a 13% increase over the fiscal 2025 annual dividend of $0.83 per share.

For fiscal 2026, the annual dividend was or will be paid in four quarterly installments of $0.235 per share, according to the following record and payable dates:

4 unchanged sentences

December 12, 2025 January 5, 2026

The dividend installments payable on April 1, 2024, May 28, 2024 and September 3, 2024 were paid as scheduled.

The dividend installments payable on April 7, 2025 and May 27, 2025 were paid as scheduled.

Company Share Repurchase Program

From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors.

All repurchases made during the nine months ended October 31, 2024 were made under the current $20 billion share repurchase program approved in November 2022, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases.

As of October 31, 2024, authorization for $13.5 billion of share repurchases remained under the share repurchase program.

All repurchases made during the three months ended April 30, 2025 were made under the current $20 billion share repurchase program approved in November 2022, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases.

As of April 30, 2025, authorization for $7.5 billion of share repurchases remained under the share repurchase program.

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

1 unchanged sentence

We anticipate that a majority of the ongoing share repurchase program will be funded through the Company's free cash flow.

The following table provides, on a settlement date basis, share repurchase information for the nine months ended October 31, 2024 and 2023:

Nine Months Ended October 31,

The following table provides, on a settlement date basis, share repurchase information for the three months ended April 30, 2025 and 2024:

Three Months Ended April 30,

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

2 unchanged sentences

Total amount paid for share repurchases $ 4,555 $ 1,059

During the three months ended April 30, 2025, the Company repurchased $4.6 billion in shares of its common stock, an increase of $3.5 billion as compared to the same period in the previous fiscal year.

The increase was driven by opportunistic prices during the quarter as part of the Company's long-term strategy.

Material Cash Requirements

4 unchanged sentences

We have strong commercial paper and long-term debt ratings that have enabled and should continue to enable us to refinance our debt as it becomes due at favorable rates in capital markets.

As of October 31, 2024, the ratings assigned to our commercial paper and rated series of our outstanding long-term debt were as follows:

As of April 30, 2025, the ratings assigned to our commercial paper and rated series of our outstanding long-term debt were as follows:

Rating agency Commercial paper Long-term debt

12 unchanged sentences

In Note 6 to our Condensed Consolidated Financial Statements, which is captioned "Contingencies" and appears in Part I of this Quarterly Report on Form 10-Q under the caption " Item 1.

Financial Statements ," we discuss, under the sub-captions " Settlement of Certain Opioid-Related Matters, " and " Ongoing Opioid-Related Litigation, " as well as the Prescription Opiate Litigation, and other matters, including certain risks arising therefrom.

In Note 6 , we also discuss, " Asda Equal Value Claims " the Company's indemnification obligation for the Asda Equal Value Claims matter as well as " Money Transfer Agent Services Matters, " a United States Federal Trade Commission complaint related to money transfers and the Company's anti-fraud program and a government investigation by the U.S.

Attorney's Office for the Middle District of Pennsylvania into the Company's consumer fraud prevention and anti-money laundering compliance related to the Company's money transfer agent services.

In Note 6 , under " Mexico Antitrust Matter ," we also discuss a quasi-judicial administrative process initiated by the Comisión Federal de Competencia Económica of México against Walmex.

Financial Statements ," we discuss, under the sub-captions " Settlement of Certain Opioid-Related Matters, " and " Ongoing Opioid-Related Litigation, " certain opioid-related matters, as well as the Prescription Opiate Litigation, and other matters, including certain risks arising therefrom.

In Note 6 , we discuss, " Asda Equal Value Claims " the Company's indemnification obligation for the Asda Equal Value Claims matter, " Money Transfer Agent Services Matters, " a United States Federal Trade Commission complaint related to money transfers and the Company's anti-fraud program and a government investigation by the U.S.

Attorney's Office for the Middle District of Pennsylvania into the Company's consumer fraud prevention and anti-money laundering compliance related to the Company's money transfer agent services, as well as matters related to independent contractor drivers on our Spark platform under "Driver Platform Matters." In Note 6 , under " Mexico Antitrust Matter ," we also discuss a quasi-judicial administrative process initiated by COFECE against Walmex and Walmex's related constitutional challenge.

In Note 6 we also discuss a show cause notice and requests issued by the Directorate of Enforcement to Flipkart regarding Foreign Direct Investment rules and regulations in India and an India Antitrust Matter.

We reference various legal proceedings related to the Prescription Opiate Litigation, the DOJ Opioid Civil Litigation, Opioids-Related Securities Class Actions, Derivative Litigation and False Claims Act Litigation;

We reference various legal proceedings related to the Prescription Opiate Litigation, the DOJ Opioid Civil Litigation, Opioids-Related Securities Class Actions and False Claims Act Litigation;

Asda Equal Value Claims;

Money Transfer Agent Services Litigation;

and Mexico Antitrust Matter in Part II of this Quarterly Report on Form 10-Q under the caption " Item 1.

Driver Platform Matter;

Mexico Antitrust Matter;

and an India Antitrust Matter in Part II of this Quarterly Report on Form 10-Q under the caption " Item 1.

Legal Proceedings ," under the caption "I.

Supplemental Information." We also discuss an item related to the Driver Platform Matters in Part II of this Quarterly Report on Form 10-Q under the caption " Item 1.

Legal Proceedings ," under the sub-caption "II.

Certain Other Matters." We also discuss an environmental matter with the State of California and an environmental matter with the U.S.

Supplemental Information." We also discuss an environmental matter with the State of California and an environmental matter with the U.S.

Environmental Protection Agency in Part II of this Quarterly Report on Form 10-Q under the caption " Item 1.

Legal Proceedings ," under the sub-caption "III.

Legal Proceedings ," under the sub-caption "II.

Environmental Matters." The foregoing matters and other matters described elsewhere in this Quarterly Report on Form 10-Q represent contingent liabilities of the Company that may or may not result in the incurrence of a material liability by the Company upon their final resolution.

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-Q

Item 2. Management’s Discussion and Analysis