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Walmart Inc. - Annual Report: 2024 (Form 10-K)

Property and equipment, net  
Operating lease right-of-use assets
  Finance lease right-of-use assets, net  Goodwill  Other long-term assets  Total assets$ $ LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITYCurrent liabilities:Short-term borrowings$ $ Accounts payable  Accrued liabilities  Accrued income taxes  Long-term debt due within one year  Operating lease obligations due within one year  Finance lease obligations due within one year  Total current liabilities  Long-term debt  Long-term operating lease obligations  Long-term finance lease obligations  Deferred income taxes and other  Commitments and contingenciesRedeemable noncontrolling interest  Equity:Common stock  Capital in excess of par value  Retained earnings  Accumulated other comprehensive loss()()Total Walmart shareholders' equity  Noncontrolling interest  Total equity  Total liabilities, redeemable noncontrolling interest, and equity$ $ 
See accompanying notes.
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Walmart Inc.
Consolidated Statements of Shareholders' Equity

AccumulatedTotal
Capital inOtherWalmart
(Amounts in millions)Common StockExcess ofRetainedComprehensiveShareholders'NoncontrollingTotal
SharesAmountPar ValueEarningsIncome (Loss)EquityInterestEquity
Balances as of February 1, 2021 $ $ $ $()$ $ $ 
Consolidated net income— — —  —    
Other comprehensive income (loss), net of income taxes— — — —   () 
Cash dividends declared ($ per share)
— — — ()— ()— ()
Purchase of Company stock()()()()— ()— ()
Cash dividend declared to noncontrolling interest— — — — — — ()()
Sale of subsidiary stock— —  — —    
Other   ()—    
Balances as of January 31, 2022    ()   
Consolidated net income— — —  —  () 
Other comprehensive (loss), net of income taxes— — — — ()()()()
Cash dividends declared ($ per share)
— — — ()— ()— ()
Purchase of Company stock()()()()— ()— ()
Cash dividend declared to noncontrolling interest— — — — — — ()()
Purchase of noncontrolling interest— — ()— ()()()()
Sale of subsidiary stock— —  — —    
Other   ()—    
Balances as of January 31, 2023    ()   
Consolidated net income— — —  —    
Other comprehensive income, net of income taxes— — — —     
Cash dividends declared ($ per share)
— — — ()— ()— ()
Purchase of Company stock()()()()— ()— ()
Cash dividend declared to noncontrolling interest— — — — — — ()()
Purchase of noncontrolling interest— — ()— — ()()()
Sale of subsidiary stock— —  — —    
Other   ()—    
Balances as of January 31, 2024    ()   
See accompanying notes.
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Walmart Inc.
Consolidated Statements of Cash Flows

Fiscal Years Ended January 31,
(Amounts in millions)202420232022
Cash flows from operating activities:
Consolidated net income$ $ $ 
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization   
Net unrealized and realized (gains) and losses   
Losses on disposal of business operations   
Deferred income taxes() ()
Loss on extinguishment of debt   
Other operating activities   
Changes in certain assets and liabilities, net of effects of acquisitions and dispositions:
Receivables, net() ()
Inventories ()()
Accounts payable () 
Accrued liabilities()  
Accrued income taxes()() 
Net cash provided by operating activities   
Cash flows from investing activities:
Payments for property and equipment()()()
Proceeds from the disposal of property and equipment   
Proceeds from disposal of certain operations, net of divested cash   
Payments for business acquisitions, net of cash acquired
()()()
Other investing activities()()()
Net cash used in investing activities()()()
Cash flows from financing activities:
Net change in short-term borrowings () 
Proceeds from issuance of long-term debt   
Repayments of long-term debt()()()
Premiums paid to extinguish debt  ()
Dividends paid()()()
Purchase of Company stock()()()
Dividends paid to noncontrolling interest()()()
Purchase of noncontrolling interest()() 
Sale of subsidiary stock   
Other financing activities()()()
Net cash used in financing activities()()()
Effect of exchange rates on cash, cash equivalents and restricted cash ()()
Net increase (decrease) in cash, cash equivalents and restricted cash ()()
Change in cash and cash equivalents reclassified from assets held for sale
   
Cash, cash equivalents and restricted cash at beginning of year   
Cash, cash equivalents and restricted cash at end of year$ $ $ 
Supplemental disclosure of cash flow information:
Income taxes paid$ $ $ 
Interest paid    
See accompanying notes.
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Walmart Inc.
Notes to Consolidated Financial Statements
Note 1.
reportable segments: Walmart U.S., Walmart International and Sam's Club.-for-1 forward split of its common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $ per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from capital in excess of par value to common stock. billion and $ billion as of January 31, 2024 and 2023, respectively.
The Company's cash balances are held in various locations around the world. Of the Company's $ billion and $ billion in cash and cash equivalents as of January 31, 2024 and January 31, 2023, approximately % and % were held outside of the U.S., respectively. Cash and cash equivalents held outside of the U.S. are generally utilized to support liquidity needs in the Company's non-U.S. operations.
The Company uses intercompany financing arrangements in an effort to ensure cash can be made available in the country in which it is needed with the minimum cost possible.
As of January 31, 2024 and 2023, cash and cash equivalents of approximately $ billion and $ billion, respectively, may not be freely transferable to the U.S. due to local laws, other restrictions or are subject to the approval of the noncontrolling interest shareholders.
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Net receivables from transactions with customers were $ billion as of January 31, 2024 and January 31, 2023.
 $ Buildings and improvements
-
  Fixtures and equipment
-
  Transportation equipment
-
  Construction in progressN/A  Property and equipment  Accumulated depreciation()()Property and equipment, net$ $ 
Total depreciation and amortization expense for property and equipment, property under finance leases and intangible assets for fiscal 2024, 2023 and 2022 was $ billion, $ billion and $ billion, respectively.
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 $ $ $ Changes in currency translation and other () ()Acquisitions    Balances as of January 31, 2023    Changes in currency translation and other()() ()Acquisitions    Balances as of January 31, 2024$ $ $ $ 
As of January 31, 2024 and 2023, the Company had $ billion and $ billion, respectively, in indefinite-lived intangible assets which primarily consists of acquired trade names. There were no significant impairment charges related to intangible assets for fiscal 2024, 2023 or 2022.
Refer to Note 8 for more information.
billion, $ billion and $ billion for fiscal 2024, 2023 and 2022, 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
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As of January 31, 2024 and January 31, 2023, the Company had $ billion and $ billion, respectively, in debt securities classified as trading.
As of January 31, 2024 and January 31, 2023, the Company had $ billion and $ 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 $ billion, based on exchange rates as of January 31, 2024.
and days. The Company does not have an economic interest in a supplier's participation in the program or a direct financial relationship with the financial institution funding the program. 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 $ billion and $ billion, as of January 31, 2024 and January 31, 2023, respectively. These obligations are generally classified as accounts payable within the Consolidated Balance Sheets. The activity related to these programs is classified as an operating activity within the Consolidated Statements of Cash Flows.
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billion for fiscal 2024, $ billion for fiscal 2023 and $ billion for fiscal 2022. 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.
Gift Cards
Customer purchases of gift cards are not recognized as sales until the card is redeemed and the customer purchases merchandise using the gift card. Gift cards in the U.S. and some countries do not carry an expiration date; therefore, customers and members can redeem their gift cards for merchandise and services indefinitely. Gift cards in some countries where the Company does business have expiration dates. 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.
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Advertising costs were $ billion, $ billion and $ billion for fiscal 2024, 2023 and 2022, respectively.
Note 2.
 $ $ Consolidated net (income) loss attributable to noncontrolling interest() ()Consolidated net income attributable to Walmart$ $ $ DenominatorWeighted-average common shares outstanding, basic   Dilutive impact of stock options and other share-based awards   Weighted-average common shares outstanding, diluted   Net income per common share attributable to WalmartBasic$ $ $ Diluted   
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Note 3.
par value common stock is  billion, of which billion were issued and outstanding as of January 31, 2024 and 2023. The total authorized shares of $ par value preferred stock is billion; of which were issued or outstanding for any period presented.
Purchases and Sales of Subsidiary Stock
During fiscal 2024, the Company paid $ billion to acquire shares from certain Flipkart noncontrolling interest holders and settle the liability to former noncontrolling interest holders of PhonePe. The Company's ownership of Flipkart increased from approximately % as of January 31, 2023 to approximately % as of January 31, 2024.
Also during fiscal 2024, the Company received $ billion related to new rounds of equity funding for the Company's majority owned PhonePe subsidiary, which decreased the Company's ownership from approximately % as of January 31, 2023 to approximately % as of January 31, 2024.
During fiscal 2023, the Company completed a $ billion buyout of the noncontrolling interest shareholders of the Company's Massmart subsidiary. This transaction increased the Company's ownership in Massmart from approximately % to %. Additionally, the Company completed a $ billion acquisition of Alert Innovation, which was previously consolidated as a variable interest entity, and resulted in the Company becoming a % owner.
Also during fiscal 2023, the Company increased its ownership in PhonePe from approximately % to approximately % 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 $ 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 $ billion primarily related to a new equity funding for the Company's majority-owned Flipkart subsidiary, which reduced the Company's ownership from approximately % as of January 31, 2021 to approximately % as of January 31, 2022.
Share-Based Compensation
The Company has awarded share-based compensation to associates and nonemployee directors of the Company. The compensation expense recognized for all stock incentive plans, including expense associated with plans of the Company's consolidated subsidiaries granted in the subsidiaries' respective stock, was $ billion, $ billion and $ billion for fiscal 2024, 2023 and 2022, respectively. Share-based compensation expense is generally included in operating, selling, general and administrative expenses in the Company's Consolidated Statements of Income. The total income tax benefit recognized for share-based compensation was $ billion, $ billion and $ billion for fiscal 2024, 2023 and 2022, respectively.
 $ $ Restricted stock and performance-based restricted stock units   Other   Share-based compensation expense$ $ $ 
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 million shares of Walmart common stock issued or to be issued under the Plan have been registered 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.
The Plan's award types are summarized as follows:
•Restricted Stock Units. Restricted stock units provide rights to Company stock after a specified service period. Beginning in fiscal 2023, restricted stock units generally vest at a rate of approximately % each quarter over a period from the date of grant. For grants made from fiscal 2020 through fiscal 2022, restricted stock units generally vest at a rate of % each year over a period from the date of the grant. Prior to fiscal 2020, % of restricted stock units generally vested from the grant date and the remaining % were vested 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. The expected dividend yield is based on the anticipated dividends over the vesting period. The weighted-average discount for the dividend yield used to determine the fair value of restricted stock units granted in fiscal 2024, 2023 and 2022 was %, % and %, respectively.
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% to % of the original award amount. Vesting periods for restricted stock are generally between and . Vesting periods for performance-based restricted stock units are generally between one and . 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. 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 2024, 2023 and 2022 was %, % and %, 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.
 $  $ Granted    
Adjustment for performance achievement(1)
    Vested/exercised() () Forfeited () () Outstanding as of January 31, 2024 $  $ 
 $ $ Fair value of restricted stock and performance-based restricted stock units vested   Unrecognized compensation cost for restricted stock units   Unrecognized compensation cost for restricted stock and performance-based restricted stock units   Weighted average remaining period to expense for restricted stock units (years)Weighted average remaining period to expense for restricted stock and performance-based restricted stock units (years)
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 fiscal 2024 were made under the current $ billion share repurchase program approved in November 2022, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases. As of January 31, 2024 authorization for $ billion of share repurchases remained under the share repurchase program. 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
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   Average price paid per share $ $ $ Total cash paid for share repurchases$ $ $ 
Note 4.
)$ $()$()$()
Other comprehensive loss before reclassifications, net
()()() ()
Reclassifications related to business dispositions, net(1)
 ()   Reclassifications to income, net     Balances as of January 31, 2022() ()()()Other comprehensive income (loss) before reclassifications, net() () ()
Return of currency translation to parent(2)
()   ()Reclassifications to income, net()    Balances as of January 31, 2023() ()()()Other comprehensive income (loss) before reclassifications, net  ()() Reclassifications to income, net     Balances as of January 31, 2024$()$ $()$()$()
(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.
(2) 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.
Note 5.
  
Self-insurance(2)
  
Accrued non-income taxes(3)
  
Opioid litigation settlement(4)
  Deferred gift card revenue  
Other(5)
  Total accrued liabilities$ $ 
(1)Accrued wages and benefits include accrued wages, salaries, vacation, bonuses and other incentive plans.
(2)Self-insurance consists of insurance-related liabilities, such as workers' compensation, general liability, auto liability, product liability and certain employee-related healthcare benefits.
(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.
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Note 6.
billion and $ billion, respectively, with weighted-average interest rates of % and %, respectively.  $ $ $ $ $ 
-day revolving credit facility(1)
      Total$ $ $ $ $ $ 
-day revolving credit facility as well as its credit facility.
The committed lines of credit in the table above mature in April 2024 and April 2028, carry interest rates of the Secured Overnight Financing Rate plus basis points, and incur commitment fees ranging between and basis points. In conjunction with the committed lines of credit listed in the table above, the Company has agreed to observe certain covenants, the most restrictive of which relates to the maximum amount of secured debt. Additionally, the Company has syndicated and fronted letters of credit available which totaled $ billion as of January 31, 2024 and 2023, of which $ billion and $ billion was drawn as of January 31, 2024 and 2023, respectively.
 %$ %Total U.S. dollar denominated  Fixed2027 - 2030 % %Total Euro denominated  Fixed2031 - 2039 % %Total Sterling denominated  Fixed2025 - 2028 % %Total Yen denominated  Total unsecured debt  
Total other(2)
()()Total debt  Less amounts due within one year()()Long-term debt$ $ 
(1)The average rate represents the weighted-average stated rate for each corresponding debt category, based on year-end balances and year-end interest rates.
 2026 2027 2028 2029 Thereafter Total$ 
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April 15, 2026Fixed%$ April 18, 2023$April 15, 2028Fixed% April 18, 2023$April 15, 2030Fixed% April 18, 2023$April 15, 2033Fixed% April 18, 2023$April 15, 2053Fixed% Total$ 
(Amounts in millions)
Issue DatePrincipal AmountMaturity DateFixed vs. FloatingInterest RateNet Proceeds
September 9, 2022$September 9, 2025Fixed%$ 
September 9, 2022$September 9, 2027Fixed% 
September 9, 2022$September 9, 2032Fixed% 
September 9, 2022$September 9, 2052Fixed% 
Total$ 
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
Fixed%$ June 26, 2023$Fixed%Total repayment of matured debt$ 
(Amounts in millions)
Maturity DatePrincipal AmountFixed vs. FloatingInterest RateRepayment
April 8, 2022€Fixed%$ 
July 15, 2022¥Fixed%
December 15, 2022$Fixed%
Total repayment of matured debt$ 
Note 7.
 $$Finance lease cost:   Amortization of right-of-use assets    Interest on lease obligations Variable lease cost 
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   Operating cash flows from finance leases   Financing cash flows from finance leases   Assets obtained in exchange for operating lease obligations   Assets obtained in exchange for finance lease obligations   
As of January 31,
20242023
Weighted-average remaining lease term - operating leases years years
Weighted-average remaining lease term - finance leases years years
Weighted-average discount rate - operating leases%%
Weighted-average discount rate - finance leases%%
 $ 2026  2027  2028  2029  Thereafter  Total undiscounted lease obligations  Less imputed interest()()Net lease obligations$ $ 
Note 8.
 $ Equity investments measured using Level 2 inputs  Total$ $ 
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 $ billion and $ billion during fiscal 2024 and 2023, respectively. Equity investments without readily determinable fair
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 $()(1)$ $()(1)Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges ()(1) ()(1)Total$ $()$ $()
(1)Primarily classified in deferred income taxes and other in 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. 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 $ 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, 2024 and January 31, 2023.
Other Fair Value Disclosures
The Company records cash and cash equivalents, restricted cash and short-term borrowings at cost. The carrying values of these instruments approximate their fair value due to their short-term maturities.
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.
 $ $ $ 
Note 9.
 $ $ Non-U.S.   Total income before income taxes$ $ $ 
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 $ $ U.S. state and local   International   Total current tax provision   Deferred:U.S. federal() ()U.S. state and local   International ()()Total deferred tax expense (benefit)() ()Total provision for income taxes$ $ $ 
Effective Income Tax Rate Reconciliation
 % % %U.S. state income taxes, net of federal income tax benefit % % %Income taxed outside the U.S. % %()%Separation, disposal and wind-down of certain business operations % % %Valuation allowance % % %Net impact of repatriated international earnings()%()%()%Federal tax credits()%()%()%Change in unrecognized tax benefits % % %Other, net % %()%Effective income tax rate % % %
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
 $ Accrued liabilities  Share-based compensation  Lease obligations  Other  Total deferred tax assets  Valuation allowances()()Deferred tax assets, net of valuation allowances  Deferred tax liabilities:Property and equipment  Acquired intangibles  Inventory  Lease right of use assets  Mark-to-market investments  Other  Total deferred tax liabilities  Net deferred tax liabilities$ $ 
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 $ Liabilities:Deferred income taxes and other  Net deferred tax liabilities$ $ 
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 $ 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
As of January 31, 2024, the Company's net operating loss and capital loss carryforwards totaled approximately $ billion. Of these carryforwards, approximately $ billion will expire, if not utilized, in various years through 2044. The remaining carryforwards have no expiration.
The realizability of these future tax deductions and credits is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. 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.
The Company had valuation allowances of approximately $ billion and $ billion as of January 31, 2024 and 2023, 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
The benefits of uncertain tax positions are recorded in the Company's Consolidated Financial Statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities.
As of January 31, 2024 and 2023, the amount of gross unrecognized tax benefits related to continuing operations was $ billion and $ billion, respectively. The amount of unrecognized tax benefits that would affect the Company's effective income tax rate was $ billion and $ billion as of January 31, 2024 and 2023, respectively.
 $ $ Increases related to prior year tax positions   Decreases related to prior year tax positions()()()Increases related to current year tax positions   Settlements during the period()()()Lapse in statutes of limitations()()()Gross unrecognized tax benefits, end of year$ $ $ 
The Company classifies interest and penalties related to uncertain tax benefits as interest expense and as operating, selling, general and administrative expenses, respectively. Interest expense and penalties related to these positions were immaterial for fiscal 2024, 2023 and 2022. During the next twelve months, it is reasonably possible that tax audit resolutions could reduce unrecognized tax benefits by an immaterial amount, either because the tax positions are sustained on audit or because the Company agrees to their disallowance. The Company does not expect any change to have a material impact to its Consolidated Financial Statements.
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Note 10.
 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 $ billion accrued liability for the Settlement Framework and other settlements have been paid.
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. The consolidated multidistrict litigation is entitled In re National Prescription Opiate Litigation (MDL No. 2804) (the "MDL") and is pending in the U.S. 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 $ 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 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 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
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defendants, including the Company, to pay an aggregate amount of approximately $ billion over , 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 additional single-county cases as bellwethers to proceed through discovery; however, these 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 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.
Wal-Mart Canada Corp. and certain other subsidiaries of the Company have been named as defendants in putative class action complaints filed in Canada related to dispensing and 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. On December 22, 2020, the U.S. Department of Justice (the "DOJ") filed a civil complaint in the U.S. District Court for the District of Delaware alleging that the Company unlawfully dispensed controlled substances from its pharmacies and unlawfully distributed controlled substances to those pharmacies. The complaint alleges that this conduct resulted in violations of the Controlled Substances Act. 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. 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 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 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
76

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 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.
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. 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. Accordingly, the Company can provide no assurance as to the scope and outcome of these matters.
Money Transfer Agent Services Matters. The Company has responded to grand jury subpoenas issued by the United States Attorney's Office for the Middle District of Pennsylvania on behalf of the DOJ seeking documents regarding the Company's consumer fraud prevention program and anti-money laundering compliance related to the Company's money transfer services, where Walmart is an agent. The most recent subpoena was issued in August 2020. 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 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. On June 28, 2022, the FTC filed a complaint against the Company in the U.S. 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.
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. de C.V. ("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
77

Note 11.
of employment. Under these plans, after of employment, the Company matches % of participant contributions up to % of annual eligible earnings. The matching contributions immediately vest at % for each associate. Participants can contribute up to % of their pre-tax earnings, but not more than the statutory limits.
Associates in international countries who are not U.S. citizens are covered by various defined contribution post-employment benefit arrangements. These plans are administered based upon the legislative and tax requirements in the countries in which they are established.
 $ $ International   Total contribution expense for defined contribution plans$ $ $ 
Note 12.
billion. Upon closing of the transaction, the Company recorded an incremental pre-tax loss of $ 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.
Seiyu
In March 2021, the Company completed the divestiture of Seiyu, the Company's retail operations in Japan, for net consideration of $ billion. Upon closing of the transaction, the Company recorded an incremental pre-tax loss of $ 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 Seiyu and recognized its retained percent ownership interest in Seiyu as an equity investment within other long-term assets in the Consolidated Balance Sheet.
Note 13.
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. 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.
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. The
78

 $ $ $ $ Operating income (loss)   () Interest, net()Other gains and (losses)()Income before income taxes$ Total assets$ $ $ $ $ Depreciation and amortization     Capital expenditures$ $ $ $ $ Fiscal Year Ended January 31, 2023Net sales$ $ $ $ $ Operating income (loss)   () Interest, net()Other gains and (losses)()Income before income taxes$ Total assets$ $ $ $ $ Depreciation and amortization$ $ $ $  Capital expenditures$ $ $ $  Fiscal Year Ended January 31, 2022Net sales$ $ $ $ $ Operating income (loss)   () Interest, net()Loss on extinguishment of debt()Other gains and (losses)()Income before income taxes$ Total assets$ $ $ $ $ Depreciation and amortization$ $ $ $  Capital expenditures$ $ $ $   $ $ Non-U.S. operations   Total revenues$ $ $ Long-lived assets U.S. operations$ $ $ Non-U.S. operations   Total long-lived assets$ $ $ 
No individual country outside of the U.S. 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.
79

 $ $ General merchandise   Health and wellness   Other categories   Total$ $ $ 
Of Walmart U.S.'s total net sales, approximately $ billion, $ billion and $ billion related to eCommerce for fiscal 2024, 2023 and 2022, respectively.
 $ $ Canada   China   United Kingdom   Other   Total$ $ $ 
Of Walmart International's total net sales, approximately $ billion, $ billion and $ billion related to eCommerce for fiscal 2024, 2023 and 2022, respectively.
 $ $ Fuel, tobacco and other categories   Home and apparel   Health and wellness   Technology, office and entertainment   Total$ $ $ 
billion, $ billion and $ billion related to eCommerce for fiscal 2024, 2023 and 2022, respectively.
Note 14.
per share, an increase over the fiscal 2024 dividend of $ per share. per share, according to the following record and payable dates:
80

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls and procedures. Also, we have investments in unconsolidated entities. Since we do not control or manage those entities, our controls and procedures with respect to those entities are substantially more limited than those we maintain with respect to our consolidated subsidiaries.
In the ordinary course of business, we review our internal control over financial reporting and make changes to our systems and processes to improve such controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, updating existing systems, automating manual processes, standardizing controls globally, migrating certain processes to our shared services organizations and increasing monitoring controls. We are currently upgrading our financial system in stages, beginning in our U.S. and Canadian markets, including our general ledger which was upgraded for these markets during fiscal 2024. Our financial system is a significant component of our internal control over financial reporting. We will continue to implement other components of our new financial system in stages, and each implementation will impact our internal control over financial reporting.
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2024 was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.
Report on Internal Control Over Financial Reporting
Management has responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of the Company's internal control over financial reporting as of January 31, 2024. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in Internal Control-Integrated Framework (2013). Management concluded that based on its assessment, Walmart's internal control over financial reporting was effective as of January 31, 2024. The Company's internal control over financial reporting as of January 31, 2024, has been audited by Ernst & Young LLP as stated in their report which appears herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting as of January 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 9B.OTHER INFORMATION
Security Trading Plans of Directors and Executive Officers
None of the Company's directors or executive officers or a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended January 31, 2024, as such terms are defined under Item 408(a) or Regulation S-K.
ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
81

PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Please see the information concerning our executive officers contained in "Item 1. Business" herein under the caption "Information About Our Executive Officers," which is included in accordance with the Instruction to Item 401 of the SEC's Regulation S-K.
Information required by this Item 10 with respect to the Company's directors and certain family relationships is incorporated by reference to such information under the caption "Proposal No. 1 – Election of Directors" included in our Proxy Statement relating to our 2024 Annual Meeting of Shareholders (our "Proxy Statement").
No material changes have been made to the procedures by which shareholders of the Company may recommend nominees to our Board of Directors since those procedures were disclosed in our proxy statement relating to our 2023 Annual Shareholders' Meeting as previously filed with the SEC.
The information regarding our Audit Committee, including our audit committee financial experts, our Reporting Protocols for Senior Financial Officers and our Code of Conduct applicable to all of our associates, including our Chief Executive Officer, Chief Financial Officer and our Controller, who is our principal accounting officer, required by this Item 10 is incorporated herein by reference to the information under the captions "Corporate Governance" and "Proposal No. 4: Ratification of Independent Accountants" included in our Proxy Statement. "Item 1. Business" above contains information relating to the availability of a copy of our Reporting Protocols for Senior Financial Officers and our Code of Conduct and the posting of amendments to and any waivers of the Reporting Protocols for Senior Financial Officers and our Code of Conduct on our website.
ITEM 11.EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated herein by reference to the information under the captions "Corporate Governance – Director Compensation" and "Executive Compensation" included in our Proxy Statement.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12 is incorporated herein by reference to the information that appears under the caption "Stock Ownership" included in our Proxy Statement.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item 13 is incorporated herein by reference to the information under the caption "Corporate Governance – Board Processes and Practices" included in our Proxy Statement.
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item 14 is incorporated herein by reference to the information under the caption "Proposal No. 4 – Ratification of Independent Accountants" included in our Proxy Statement.
82

PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)     Documents filed as part of this report are as follows:
1.
Financial Statements: See the Financial Statements in "Item 8. Financial Statements and Supplementary Data."
2.
Financial Statement Schedules:
Certain schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements, including the notes thereto.
3.
Exhibits:
See exhibits listed under part (b) below.
(b)    The required exhibits are filed as part of this Form 10-K or are incorporated by reference herein.(1)
3.1(a)
3.1(b)
3.2
4.1
Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(a) to Registration Statement on Form S-3 (File Number 33-51344) (P)
4.2
First Supplemental Indenture dated as of September 9, 1992, to the Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(b) to Registration Statement on Form S-3 (File Number 33-51344) (P)
4.3
4.4
4.5
4.6
4.7
4.8*
83


10.1*
10.2
10.3*
10.4
10.5
10.6
10.7
10.7(a)*
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
21*
23*
84

31.1* 
31.2* 
32.1** 
32.2** 
97.1*
99.1*
101.INS*Inline XBRL Instance Document
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith as an Exhibit.
**Furnished herewith as an Exhibit.
(C)This Exhibit is a management contract or compensatory plan or arrangement
(P)This Exhibit was originally filed in paper format. Accordingly, a hyperlink has not been provided.
(1)
Certain instruments defining the rights of holders of long-term debt securities of the Registrant are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.

(c)    Financial Statement Schedules: None.
ITEM 16.FORM 10-K SUMMARY

None.
85

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 Walmart Inc.
Date: March 15, 2024 By /s/ C. Douglas McMillon
  C. Douglas McMillon
  President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Date: March 15, 2024 By /s/ C. Douglas McMillon
  C. Douglas McMillon
  President and Chief Executive Officer and Director
  (Principal Executive Officer)
Date: March 15, 2024 By /s/ Gregory B. Penner
  Gregory B. Penner
  Chairman of the Board and Director
Date: March 15, 2024 By /s/ John David Rainey
  John David Rainey
  Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: March 15, 2024 By /s/ David M. Chojnowski
  David M. Chojnowski
  Senior Vice President and Controller
(Principal Accounting Officer)
Signature Page to Walmart Inc.
Form 10-K for the Fiscal Year Ended January 31, 2024
86

Date: March 15, 2024 By /s/ Cesar Conde
  Cesar Conde
  Director
Date: March 15, 2024By/s/ Timothy P. Flynn
Timothy P. Flynn
Director
Date: March 15, 2024By/s/ Sarah Friar
Sarah Friar
Director
Date: March 15, 2024By/s/ Carla A. Harris
Carla A. Harris
Director
Date: March 15, 2024By/s/ Thomas W. Horton
Thomas W. Horton
Director
Date: March 15, 2024By/s/ Marissa A. Mayer
Marissa A. Mayer
Director
Date: March 15, 2024By/s/ Randall L. Stephenson
Randall L. Stephenson
Director
Date: March 15, 2024 By /s/ S. Robson Walton
  S. Robson Walton
  Director
Date: March 15, 2024 By /s/ Steuart L. Walton
  Steuart L. Walton
  Director

Signature Page to Walmart Inc.
Form 10-K for the Fiscal Year Ended January 31, 2024

87

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