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1、Annual Report 2025“The journey weve been on to improve how we serve our customers and members while changing the shape of our business continues.The success were seeing is made possible by the hard work and dedication of our associates from around the world.Walmart is an and company.Were people and

2、technology.Were stores and eCommerce.Were innovation and execution.We believe the combination of a purpose-driven,people-centric culture and world-class technology is the winning formula.”A message from our CEODoug McMillonPresident and Chief Executive OfficerWalmart Inc.Full report&Dougs letter+5.1

3、%Revenues+8.6%Operating income+130bpsReturns$36BOperating cash flow$121BeCommerce sales 8.3B units delivered same or next day+27%Advertising1+21%Membership income$2BGlobal giving21Our global advertising business is recorded in either net sales or as a reduction to cost of sales,depending on the natu

4、re of the advertising arrangement.2Total global giving includes cash donations made by Walmart Inc.&subsidiaries and related charitable entities,and estimated value of in-kind donations.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM 10-K_ Annual report pursuant to section 1

5、3 or 15(d)of the Securities Exchange Act of 1934For the fiscal year ended January 31,2025,or Transition report pursuant to section 13 or 15(d)of the Securities Exchange Act of 1934Commission file number 001-06991._ WALMART INC.(Exact name of registrant as specified in its charter)_ Delaware71-041518

6、8(State or other jurisdiction ofincorporation or organization)(IRS Employer Identification No.)702 S.W.8th Street72716Bentonville,AR(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:(479)273-4000 Securities registered pursuant to Section 12(b)of the A

7、ct:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,par value$0.10 per shareWMTNew York Stock Exchange2.550%Notes due 2026WMT26New York Stock Exchange1.050%Notes due 2026WMT26ANew York Stock Exchange1.500%Notes due 2028WMT28CNew York Stock Exchange4.875%Notes

8、 due 2029WMT29BNew York Stock Exchange5.750%Notes due 2030WMT30BNew York Stock Exchange1.800%Notes due 2031WMT31ANew York Stock Exchange5.625%Notes due 2034WMT34New York Stock Exchange5.250%Notes due 2035WMT35ANew York Stock Exchange4.875%Notes due 2039WMT39New York Stock ExchangeSecurities register

9、ed pursuant to Section 12(g)of the Act:None_ Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Exchange Ac

10、t.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to

11、such filing requirements for at least the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shor

12、ter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth company.See the definitions of large accelerated filer,ac

13、celerated filer,smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting Company Emerging Growth CompanyIf an emerging growth company,indicate by check mark if the registrant has elected

14、not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness

15、of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financi

16、al statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the

17、registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No As of July 31,2024,the aggregate market value of the voting common stock of the registrant

18、 held by non-affiliates of the registrant,based on the closing sale price of those shares on the New York Stock Exchange reported on July 31,2024,was$297,576,699,886.For the purposes of this disclosure only,the registrant has assumed that its directors,executive officers(as defined in Rule 3b-7 unde

19、r the Exchange Act)and the beneficial owners of 5%or more of the registrants outstanding common stock are the affiliates of the registrant.The registrant had 8,016,849,444 shares of common stock outstanding as of March 12,2025.DOCUMENTS INCORPORATED BY REFERENCEDocument Parts Into Which Incorporated

20、Portions of the registrants Proxy Statement for the Annual Meeting of Shareholders to be held June 5,2025(the Proxy Statement)Part IIIWalmart Inc.Form 10-KFor the Fiscal Year Ended January 31,2025Table of ContentsPagePart IItem 1Business6Item 1ARisk Factors14Item 1BUnresolved Staff Comments28Item 1C

21、Cybersecurity28Item 2 Properties30Item 3Legal Proceedings31Item 4Mine Safety Disclosures31Part IIItem 5Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities32Item 6Reserved33Item 7Managements Discussion and Analysis of Financial Condition and Resu

22、lts of Operations34Item 7AQuantitative and Qualitative Disclosures About Market Risk47Item 8Financial Statements and Supplementary Data49Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure81Item 9AControls and Procedures81Item 9BOther Information81Item 9CDisclo

23、sure Regarding Foreign Jurisdictions that Prevent Inspections81Part IIIItem 10Directors,Executive Officers and Corporate Governance82Item 11Executive Compensation82Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters82Item 13Certain Relationships and

24、Related Transactions,and Director Independence82Item 14Principal Accounting Fees and Services82Part IVItem 15Exhibits,Financial Statement Schedules83Item 16Form 10-K Summary85Signatures86WALMART INC.ANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED JANUARY 31,2025 All references in this Annual Rep

25、ort on Form 10-K,the information incorporated into this Annual Report on Form 10-K by reference to information in the Proxy Statement of Walmart Inc.for its Annual Shareholders Meeting to be held on June 5,2025 and in the exhibits to this Annual Report on Form 10-K to Walmart Inc.,Walmart,the Compan

26、y,our Company,we,us and our are to the Delaware corporation named Walmart Inc.and,except where expressly noted otherwise or the context otherwise requires,that corporations consolidated subsidiaries.PART ICautionary Statement Regarding Forward-Looking StatementsThis Annual Report on Form 10-K and ot

27、her reports,statements and information that Walmart Inc.(which individually or together with its subsidiaries,as the context otherwise requires,is referred to as we,Walmart or the Company)has filed with or furnished to the Securities and Exchange Commission(SEC)or may file with or furnish to the SEC

28、 in the future,and prior or future public announcements and presentations that we or our management have made or may make,include or may include,or incorporate or may incorporate by reference,statements that may be deemed to be forward-looking statements within the meaning of Section 21E of the Secu

29、rities Exchange Act of 1934,as amended(the Exchange Act),that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Exchange Act as well as protections afforded by other federal securities laws.Nature of Forward-Looking StatementsSuch forward-looking

30、statements are not statements of historical facts,but instead express our estimates or expectations for our consolidated,or one of our segments,economic performance or results of operations for future periods or as of future dates or events or developments that may occur in the future or discuss our

31、 plans,objectives or goals.These forward-looking statements may relate to:macroeconomic,geopolitical,and business conditions,trends and events around the world and in the markets in which we operate,including inflation or deflation,generally,and in certain product categories,the impact of supply cha

32、in challenges,tariffs and recessionary pressures;the growth of our business or change in our competitive position in the future,or in or over particular periods,both generally,and with respect to particular markets,segments or lines of business,including,but not limited to,advertising,fulfillment,he

33、althcare and financial services;the amount,number,growth,increase,reduction or decrease in or over certain periods,of or in certain financial items or measures or operating measures,including our earnings per share,net sales,growth rates,comparable store and club sales,our eCommerce sales,liabilitie

34、s,expenses of certain categories,including share-based compensation,expense leverage,operating income,returns,capital and operating investments or expenditures of particular types and new store and club openings,inventory levels and associated costs,product mix and demand for certain merchandise,con

35、sumer confidence,disposable income,credit availability,spending levels,shopping patterns and debt levels;our increasing investments in eCommerce,technology(including the use of artificial intelligence AI and generative AI),automation,supply chain,new stores and clubs as well as remodels and other om

36、ni-channel customer initiatives,such as same day pickup and delivery;investments and capital expenditures we will make and how certain of those investments and capital expenditures are expected to be financed;our workforce strategy,including the availability of necessary personnel to staff our store

37、s,clubs and other facilities and the potential impact of changes to the costs of labor;volatility in currency exchange rates affecting our consolidated,or one or more of our segments results of operations;the Company continuing to provide returns to shareholders through share repurchases and dividen

38、ds,the use of share repurchase authorization over a certain period or the source of funding of a certain portion of our share repurchases;our sources of liquidity,including our cash,continuing to be adequate or sufficient to fund our operations,finance our global investment and expansion activities,

39、pay dividends and fund share repurchases;cash flows from operations,our current cash position and access to capital markets or credit will continue to be sufficient to meet our anticipated operating cash needs;our effective tax rate for certain periods and the realization of certain net deferred tax

40、 assets and the effects of resolutions of tax-related matters;the adoption or creation of new,and modification of existing,governmental policies,programs,initiatives and actions in the markets in which we operate and elsewhere and actions with respect to such policies,programs and initiatives(includ

41、ing,but not limited to,changes in the enforcement priorities of regulatory authorities);4the effect of adverse decisions in,or settlement of,litigation or other proceedings or investigations to which we are subject;the effect on our results of operations or financial position of our adoption of cert

42、ain new,or amendments to existing,accounting standards;orour commitments,intentions,plans or goals related to our shared value priorities,including,but not limited to,the sustainability of our environment and supply chains,the promotion of economic opportunity or other societal initiatives.Our forwa

43、rd-looking statements may also include statements of our strategies,plans and objectives for our operations,including areas of future focus in our operations,and the assumptions underlying any of the forward-looking statements we make.The forward-looking statements we make can typically be identifie

44、d by the use therein of words and phrases such as aim,anticipate,believe,continue,could be,could increase,could occur,could result,estimate,expansion,expect,expectation,expected to be,focus,forecast,goal,grow,guidance,intend,invest,is expected,may continue,may fluctuate,may grow,may impact,may resul

45、t,objective,plan,priority,project,should,strategy,to be,well,we will,will add,will allow,will be,will benefit,will change,will come in at,will continue,will decrease,will grow,will have,will impact,will include,will increase,will open,will remain,will result,will stay,will strengthen,would be,would

46、decrease and would increase,variations of such words or phrases,other phrases commencing with the word will or similar words and phrases denoting anticipated or expected occurrences or results.The forward-looking statements that we make or that are made by others on our behalf are based on our knowl

47、edge of our business and our operating environment and assumptions that we believe to be or will believe to be reasonable when such forward-looking statements were or are made.As a consequence of the factors described above,the other risks,uncertainties and factors we disclose below and in the other

48、 reports as mentioned above,other risks not known to us at this time,changes in facts,assumptions not being realized or other circumstances,our actual results may differ materially from those discussed in or implied or contemplated by our forward-looking statements.Consequently,this cautionary state

49、ment qualifies all forward-looking statements we make or that are made on our behalf,including those made herein and incorporated by reference herein.We cannot assure you that the results or developments expected or anticipated by us will be realized or,even if substantially realized,that those resu

50、lts or developments will result in the expected consequences for us or affect us,our business,our operations or our operating results in the manner or to the extent we expect.We caution readers not to place undue reliance on such forward-looking statements,which speak only as of their dates.We under

51、take no obligation to revise or update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.5ITEM 1.BUSINESSGeneralWalmart Inc.(Walmart,the Company or we)is a people-led,technology-powered omni-channel retailer dedicated

52、to helping people around the world save money and live better by providing the opportunity to shop in both retail stores and through eCommerce,and to access our other service offerings.Through innovation,we strive to continuously improve a customer-centric experience that seamlessly integrates our e

53、Commerce and retail stores in an omni-channel offering that saves time for our customers.Each week,we serve approximately 270 million customers who visit more than 10,750 stores and numerous eCommerce websites in 19 countries.Our strategy is to make every day easier for busy families,operate with di

54、scipline,sharpen our culture and become more digital,and make trust a competitive advantage.Making life easier for busy families includes our commitment to price leadership,which has been and will remain a cornerstone of our business,as well as increasing convenience to save our customers time.By le

55、ading on price,we earn the trust of our customers every day by providing a broad assortment of quality merchandise and services at everyday low prices(EDLP).EDLP is our pricing philosophy under which we price items at a low price every day so our customers trust that our prices will not change under

56、 frequent promotional activity.Everyday low cost(EDLC)is our commitment to control expenses so our cost savings can be passed along to our customers.Our operations comprise three reportable segments:Walmart U.S.,Walmart International and Sams Club U.S.Our fiscal year ends on January 31 for our Unite

57、d States(U.S.)and Canadian operations.We consolidate all other operations generally using a one-month lag and on a calendar year basis.Our discussion is as of,and for the fiscal years ended,January 31,2025(fiscal 2025),January 31,2024(fiscal 2024)and January 31,2023(fiscal 2023).During fiscal 2025,w

58、e generated total revenues of$681.0 billion,which primarily comprised net sales of$674.5 billion.We maintain our principal offices in Bentonville,Arkansas.Our common stock trades on the New York Stock Exchange under the symbol WMT.The Development of Our CompanyThe businesses conducted by our founder

59、s began in 1945 when Sam M.Walton opened a franchise Ben Franklin variety store in Newport,Arkansas.In 1946,his brother,James L.Walton,opened a similar store in Versailles,Missouri.Until 1962,our founders business was devoted entirely to the operation of variety stores,at which time we began to open

60、 discount stores.We completed our initial public offering in 1970.In 1983,we opened our first Sams Club,and in 1988,we opened our first supercenter.In 1998,we opened our first Walmart Neighborhood Market.In 1991,we began our first international initiative when we entered into a joint venture in Mexi

61、co and,as of January 31,2025,our Walmart International segment conducted business in 18 countries.In 1996,we began our first eCommerce initiative by creating both and .Since then,our eCommerce presence has continued to grow.In 2007,leveraging our physical stores, launched its Site-to-Store service,e

62、nabling customers to make a purchase online and pick up merchandise in stores.To date,we now have over 8,000 pickup and delivery locations globally.In 2018,we expanded our eCommerce and digital presence through acquisitions with our majority stakes in Flipkart and PhonePe in India.We continue to hea

63、vily invest in omni-channel and eCommerce innovation,which enables us to leverage technology,talent and expertise,and expand our assortment and service offerings.We are enhancing our omni-channel capabilities through a combination of stores,eCommerce websites and service offerings,as well as our sup

64、ply chain,combined with approximately 2.1 million associates as of January 31,2025,to better serve our customers.Together,these elements produce a global retail ecosystem that we believe allows customers to view Walmart as their primary retail destination.In the U.S.,our Walmart+membership incorpora

65、tes several service offerings which provide enhanced omni-channel shopping experiences and benefits for members.As we execute on our strategy globally,our business is expanding through offerings such as advertising,marketplace and fulfillment services,and financial services.These offerings represent

66、 mutually reinforcing pieces of our omni-channel model centered on our customers around the world who are increasingly seeking convenience.Information About Our SegmentsWe are engaged in global operations of retail,wholesale and other units,as well as eCommerce,located throughout the U.S.,Africa,Can

67、ada,Central America,Chile,China,India and Mexico.Our operations are conducted in three reportable segments:Walmart U.S.,Walmart International and Sams Club U.S.,which are further described below.Each segment contributes to the Companys operating results differently.However,each has generally maintai

68、ned a consistent contribution rate to the Companys net sales in recent years other than minor changes to the contribution rate for the Walmart International segment due to fluctuations in currency exchange rates.Additional information on our operating segments and geographic information is contained

69、 in Note 12 to our Consolidated Financial Statements.6Walmart U.S.SegmentWalmart U.S.is our largest segment and operates 4,605 stores in the U.S.,including in all 50 states,Washington D.C.and Puerto Rico.Walmart U.S.is a mass merchandiser of consumer products,operating under the Walmart and Walmart

70、Neighborhood Market brands,including .Walmart U.S.had net sales of$462.4 billion for fiscal 2025,representing 69%of our fiscal 2025 consolidated net sales,and had net sales of$441.8 billion and$420.6 billion for fiscal 2024 and 2023,respectively.Omni-channel.Walmart U.S.provides a convenient and sea

71、mless omni-channel experience to customers,integrating retail stores and eCommerce.Substantially all our stores provide same-day pickup and delivery,including offerings such as express delivery within 90 minutes,in-home delivery and digital pharmacy fulfillment options.Our Walmart+membership offerin

72、g provides enhanced omni-channel shopping benefits including unlimited free shipping on eligible items with no order minimum,unlimited delivery from store,fuel discounts,mobile Scan&Go and access to additional member benefits.The following table provides the approximate size of our retail stores as

73、of January 31,2025:Minimum Square FeetMaximum Square FeetAverage Square FeetSupercenters(general merchandise and grocery)69,000 260,000 178,000 Discount stores(general merchandise and limited grocery)30,000 206,000 105,000 Neighborhood markets(1)(grocery)28,000 65,000 42,000(1)Excludes other small f

74、ormats.Merchandise and Other Offerings.Walmart U.S.does business primarily in three strategic merchandise units,listed below:Grocery consists of a full line of grocery items,including dry grocery,snacks,dairy,meat,produce,deli and bakery,frozen foods,alcoholic and nonalcoholic beverages,as well as c

75、onsumables such as health and beauty aids,pet supplies,household chemicals,paper goods and baby products;General merchandise includes:Entertainment(e.g.,electronics,toys,seasonal merchandise,wireless,video games,movies,music and books);Hardlines(e.g.,automotive,hardware and paint,sporting goods,outd

76、oor living and stationery);Fashion(e.g.,apparel for adults and children,as well as shoes,jewelry and accessories);andHome(e.g.,housewares and small appliances,bed and bath,furniture and home organization,home furnishings,home decor,fabrics and crafts).Health and wellness includes pharmacy,over-the-c

77、ounter drugs and other medical products,and optical services.Periodically,revisions are made to the categorization of the components comprising our strategic merchandise units.When revisions are made,the previous periods presentation is adjusted to maintain comparability.Brand name merchandise repre

78、sents a significant portion of the merchandise sold in Walmart U.S.We also market lines of merchandise under our private brands,including brands such as:Allswell,Athletic Works,bettergoods,Equate,Free Assembly,Freshness Guaranteed,George,Great Value,Holiday Time,Hyper Tough,Mainstays,Marketside,No B

79、oundaries,onn.,Ozark Trail,Parents Choice,Sams Choice,Scoop,Spring Valley,Time and Tru,Way to Celebrate and Wonder Nation.The Company also markets lines of merchandise under licensed brands,some of which include:Avia,Better Homes&Gardens,Sofia Jeans by Sofia Vergara,and The Pioneer Woman.Other offer

80、ings in the Walmart U.S.business include in-house advertising for brands and online marketplace sellers,supply chain and fulfillment capabilities to online marketplace sellers,and data analytics and insights for merchants and suppliers.Additional offerings include fuel,financial services and related

81、 products such as money orders,prepaid access,money transfers,check cashing,bill payment and certain types of installment lending.Distribution.We continue to invest in supply chain automation and utilize a total of 164 distribution facilities which are located strategically throughout the U.S.For fi

82、scal 2025,the majority of Walmart U.S.s purchases of store merchandise were shipped through these facilities,while most of the remaining store merchandise we purchased was shipped directly from suppliers.General merchandise and dry grocery merchandise is transported primarily through the segments pr

83、ivate truck fleet;however,we contract with common carriers to transport the majority of our perishable grocery merchandise.We ship merchandise purchased by customers on our eCommerce platforms by a number of methods from multiple locations by leveraging our ability to deliver directly from stores an

84、d shipping from our 29 dedicated eCommerce fulfillment centers.7Walmart International SegmentWalmart International is our second largest segment and operates 5,566 stores across 18 countries outside of the U.S.Walmart International operates through our wholly-owned subsidiaries in Canada,Chile,China

85、,and Africa(which includes Botswana,Lesotho,Malawi,Mozambique,Namibia,South Africa,Eswatini,and Zambia),and our majority-owned subsidiaries in India,as well as Mexico and Central America(which includes Costa Rica,El Salvador,Guatemala,Honduras and Nicaragua).Walmart International includes numerous f

86、ormats divided into two major categories:retail and wholesale.These categories consist of many formats,including:supercenters,supermarkets,warehouse clubs(including our membership-only Sams Club format)and cash and carry,as well as eCommerce through websites and mobile applications,including .mx,wal

87、mart.ca,PhonePe and other sites.Walmart International had net sales of$121.9 billion for fiscal 2025,representing 18%of our fiscal 2025 consolidated net sales,and had net sales of$114.6 billion and$101.0 billion for fiscal 2024 and 2023,respectively.Walmart Internationals strategy is to bring Walmar

88、t to the world and the world to Walmart,which means we help millions of customers and members save money and live better every day by leveraging our global ecosystem and deep local expertise to provide access to affordable products and services.In addition,we share what we learn in our markets to he

89、lp the enterprise innovate and grow even faster.We are being deliberate about where and how we choose to operate and continue to re-shape the portfolio to best enable long-term,sustainable and profitable growth.As such,we have taken certain strategic actions to strengthen our Walmart International p

90、ortfolio for the long-term,which include the following highlights over the last three years:Bought out the noncontrolling interest shareholders of our Massmart subsidiary in November 2022 and exited operations in certain countries in Africa.Increased our ownership in PhonePe,our digital payments pla

91、tform in India,as part of the separation from Flipkart in December 2022.Sold our equity investment in JD.com in August 2024.Omni-channel.Walmart International provides a convenient and seamless omni-channel experience to customers,integrating retail stores and eCommerce,such as through our pickup an

92、d delivery services in most of our markets,including same-day delivery.We continue to expand our marketplace offerings,which also further unlocks fulfillment and advertising services.Generally,retail units selling areas range in size from 1,400 square feet to 186,000 square feet.Our wholesale stores

93、 selling areas generally range in size from 25,000 square feet to 158,000 square feet.As of January 31,2025,Walmart International had approximately 2,900 pickup and delivery locations.Merchandise and Other Offerings.The merchandising strategy for Walmart International is similar to that of our opera

94、tions in the U.S.in terms of the breadth and scope of merchandise offered for sale.While brand name merchandise accounts for a majority of our sales,we have both leveraged U.S.private brands and developed market specific private brands to serve our customers with high quality,low priced items.Along

95、with the private brands we market globally,such as Equate,George,Great Value,Holiday Time,Mainstays,Marketside and Parents Choice,our international markets have developed market specific brands including Aurrera and Lider.In addition,we have developed and continue to grow our relationships with regi

96、onal and local suppliers in each market to ensure reliable sources of quality merchandise that is equal to national brands at low prices.Consistent with its strategy,Walmart International continues to build mutually reinforcing businesses in areas such as advertising,marketplace and fulfillment serv

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

98、financial services and advertising.In Mexico,we also offer a value-based internet and telephone service enhancing customer experiences through digital connectivity.Distribution.We utilize a total of 184 distribution facilities located in Canada,Central America,Chile,China,India,Mexico and Africa.Thr

99、ough these facilities,we process and distribute both imported and domestic products to the operating units of the Walmart International segment.During fiscal 2025,the majority of Walmart Internationals purchases passed through these distribution facilities.Suppliers ship the remainder of Walmart Int

100、ernationals purchases directly to our stores in the various markets in which we operate.Across the segment,we have efficient networks connecting physical stores and distribution and fulfillment centers,which facilitate the movement of goods to where our customers live.8Sams Club U.S.SegmentSams Club

101、 U.S.is a membership-only club that operates 600 clubs in 44 states in the U.S.and Puerto Rico and also operates .Sams Club U.S.had net sales of$90.2 billion for fiscal 2025,representing 13%of our consolidated fiscal 2025 net sales,and had net sales of$86.2 billion and$84.3 billion for fiscal 2024 a

102、nd 2023,respectively.As a membership-only club,membership income is a significant component of the segments operating income.Membership.The following two options are available to members:Plus MembershipClub MembershipAnnual Membership Fee$110$50Number of Add-on Memberships($45 each)Up to 16Up to 8Al

103、l memberships include a spouse/household card at no additional cost.Club members are eligible for free curbside pickup with orders of$50 or greater.Plus members receive free curbside pickup,free delivery-from-club and free shipping on orders of$50 or greater,exclusive discounts and convenience offer

104、s,and the ability to shop before regular shopping hours.Beginning in fiscal 2023,Sams Club U.S.launched a rewards program through which members may earn Sams Cash on purchases that can be redeemed for cash,used for purchases,or used to pay membership fees.Omni-channel.Sams Club U.S.provides a fast a

105、nd seamless omni-channel experience to members,integrating physical clubs and eCommerce.Curbside pickup provides fast,easy and contact-free shopping for members;Scan&Go mobile checkout and payment solution allows members to bypass the checkout line;and Just Go,launched in fiscal 2025,provides member

106、s with a friction-free exit experience.The warehouse facility sizes generally range between 94,000 and 168,000 square feet,with an average size of approximately 134,000 square feet.Merchandise.Sams Club U.S.offers merchandise in the following four merchandise categories:Grocery consists of dairy,mea

107、t,bakery,deli,produce,dry,chilled or frozen packaged foods,alcoholic and nonalcoholic beverages,floral,snack foods,candy,other grocery items,as well as consumables such as health and beauty aids,paper goods,laundry and home care,baby care,pet supplies and other consumable items;General merchandise i

108、ncludes home,hardlines and seasonal items(such as home improvement,outdoor living,gardening,furniture,apparel,jewelry,tools and power equipment,housewares,toys and mattresses),as well as technology and entertainment items(such as consumer electronics and accessories,software,video games,office suppl

109、ies,appliances and third-party gift cards);Health and wellness includes pharmacy,optical and hearing services,over-the-counter drugs;and protein and nutrition;andFuel and other categories.Within the categories above,the Members Mark private label brand continues to expand its assortment and deliver

110、member value.Periodically,revisions are made to the categorization of the components comprising our strategic merchandise units.When revisions are made,the previous periods presentation is adjusted to maintain comparability.Distribution.Sams Club U.S.utilizes 31 dedicated distribution facilities loc

111、ated strategically throughout the U.S.,as well as some of the Walmart U.S.segments distribution facilities which service the Sams Club U.S.segment for certain items.Sams Club U.S.uses a combination of our private truck fleet,as well as common carriers,to transport perishable and non-perishable merch

112、andise from distribution facilities to clubs.During fiscal 2025,the majority of Sams Club U.S.s non-fuel club purchases were shipped from these facilities,while the remainder of our purchases were shipped directly to Sams Club U.S.locations by suppliers.Sams Club U.S.ships merchandise purchased on a

113、nd through its mobile applications by a number of methods including shipments made directly from clubs,14 dedicated eCommerce fulfillment centers and other distribution centers.9Other InformationCompetition.We compete with brick and mortar,eCommerce and omni-channel retailers operating discount,depa

114、rtment,retail and wholesale grocery,drug,dollar,variety and specialty stores,supermarkets,and supercenter-type stores,membership-only warehouse clubs,gasoline stations,social commerce platforms,as well as companies that offer services in digital advertising,fulfillment and delivery services,health a

115、nd wellness and financial services.Our ability to develop and effectively operate different formats at the right locations and to deliver a customer-centric omni-channel experience largely determines our competitive position in the retail industry within the markets where we operate.Each of these la

116、ndscapes is highly competitive and rapidly evolving,and new business models and the entry of new,well-funded competitors continue to intensify this competition.Some of our competitors have longer histories in these lines of business,more customers and greater brand recognition.They may be able to ob

117、tain more favorable terms from suppliers and business partners and to devote greater resources to the development of these businesses.In addition,for eCommerce and other internet-based businesses,newer or smaller businesses may be better able to innovate and compete with us.We compete in a variety o

118、f ways,including the prices at which we sell our merchandise,merchandise and selection availability,services offered to customers,the quality of the products and services we offer,location,store hours,in-store amenities,the shopping convenience and overall shopping experience we offer,the attractive

119、ness and ease of use of our digital platforms,cost and speed of and options for delivery to customers of merchandise purchased through our digital platforms or through our omni-channel integration of our physical and digital operations.We employ many strategies and programs designed to meet competit

120、ive pressures within our industry.These strategies include the following:EDLP:our pricing philosophy under which we price items at everyday low prices so our customers trust that our prices will not change under frequent promotional activity;EDLC:everyday low cost is our commitment to control expens

121、es so our cost savings can be passed along to our customers;Omni-channel offerings such as pickup and delivery,all of which enhance convenience and seek to serve customers in the ways they want to be served;andExpanding our ecosystem and the products and services we offer in areas such as digital ad

122、vertising,marketplace and fulfillment services,health and wellness,and financial services to provide our customers a broader set of offerings tomeet expanding needs.Seasonal Aspects of Operations.Our business is seasonal to a certain extent and varies by country due to different national and religio

123、us holidays,festivals and customs,as well as different weather patterns.Historically,our highest sales volume for each segment has occurred in the fourth quarter of our fiscal year.Suppliers and Supply Chain.As a retailer and warehouse club operator,we utilize a global supply chain that includes bot

124、h U.S.and international suppliers from whom we purchase the merchandise that we sell in our stores,clubs and online.In many instances,we purchase merchandise from producers located near the stores and clubs in which such merchandise will be sold,particularly products in the fresh category.Consistent

125、 with applicable laws,we offer our suppliers the opportunity to efficiently sell significant quantities of their products to us.These relationships enable us to obtain pricing that reflects the volume,certainty and cost-effectiveness these arrangements provide to such suppliers,which in turn enables

126、 us to provide low prices to our customers.Our suppliers are subject to standards of conduct,including requirements that they comply with local labor laws,local worker safety laws and other applicable laws.Our ability to acquire from our suppliers the assortment and volume of products we wish to off

127、er to our customers,to receive those products within the required time through our supplychain and to distribute those products to our stores and clubs,determines,along with other supply chain logistics matters(such as containers or port access for example),in part,our in-stock levels in our stores

128、and clubs and the attractiveness of our merchandise assortment we offer to our customers and members.Intellectual Property.We regard our trademarks,service marks,copyrights,patents,domain names,trade dress,trade secrets,proprietary technologies and similar intellectual property as important to our s

129、uccess,and with respect to our associates,customers and others,we rely on trademark,copyright,and patent laws,trade-secret protection,and confidentiality and/or license agreements to protect our proprietary rights.We have registered,or applied for the registration of,a number of U.S.and internationa

130、l domain names,trademarks,service marks and copyrights.Additionally,we have filed U.S.and international patent applications covering certain of our proprietary technology.We have licensed in the past,and expect that we may license in the future,certain of our proprietary rights to third parties.Gove

131、rnment Regulation.As a company with global operations,we are subject to the laws of the United States and multiple foreign jurisdictions in which we operate and the rules and regulations of various governing bodies,which may differ among jurisdictions.For additional information,see the risk factors

132、herein in Item 1A.Risk Factors under the sub-caption Legal,Tax,Regulatory,Compliance,Reputational and Other Risks.10Our Shared Value PrioritiesWe seek to operate our business in a way that creates shared value:We believe we maximize long-term value and create competitive advantage for the Company by

133、 delivering for our stakeholders,including our customers,associates,shareholders,suppliers,business partners and communities.We believe that addressing their needs builds the value of our business,including by enhancing trust,creating new business opportunities,managing cost and risk,building capabi

134、lities for future advantage and strengthening the underlying systems on which we rely.We prioritize issues that offer the greatest potential for Walmart to create long-term shared value:Issues that rank high in relevance to our business,importance to building and maintaining stakeholder trust and in

135、 which Walmart has the ability to be an effective actor.Our current priorities are categorized into four broad themes:opportunity,sustainability,community and ethics and integrity.Opportunity.We believe that promoting economic opportunity helps Walmart attract and retain the talent we need to run ou

136、r business,respond to customer needs,and promote economic resilience in the places where we operate.Our approach includes creating opportunities for Walmart associates(as further described in the Human Capital Management section below),our suppliers,workers in supply chains and the communities we se

137、rve.We offer good entry-level jobs in addition to multiple career pathways;endeavor to cultivate a culture of belongingrooted in respect for the individualwhere associates and customers feel seen,supported and connected;and provide tens of thousands of local,national and global suppliers the opportu

138、nity to grow with us.Sustainability.Walmarts sustainability efforts endeavor to create and preserve long-term business value through increasing the efficiency and resilience of our operations,promoting surety of supply,sourcing responsibly and enhancing our product assortment.With respect to people,

139、we aim to respect the dignity of people throughout our supply chain,create economic opportunity for people working in supply chains,and sell safer,healthier products.With respect to the environment,our efforts aim to enhance the sustainability of product supply chains;preserve,protect,and restore na

140、ture;reduce waste;procure renewable sources of energy;and reduce greenhouse gas emissions.Community.We believe that Walmart thrives in strong,resilient communities,and we endeavor to help communities thrive.We aim to strengthen communities by providing convenient access to affordable,quality goods a

141、nd services through our omni-channel retail model and everyday low prices;contributing to the economic vitality of communities by providing quality jobs,training and career paths;investing in local suppliers;and supporting organizations and causes that matter to our customers and associates.Ethics a

142、nd Integrity.We believe that people want to work for and do business with a company they can trust,and Walmart works to create a culture that inspires trust with our stakeholders.We seek to achieve this,by focusing on promoting ethics and compliance,governance and oversight,responsibly engaging in p

143、ublic policy activities,using data and technology responsibly and respecting human rights.We periodically publish information on our shared value priorities,strategies,progress,and challenges on the environmental,social and governance(ESG)reporting section of our corporate website and may update tho

144、se disclosures from time to time.Nothing on our website,including our ESG reporting,documents or sections thereof,shall be deemed incorporated by reference into this Annual Report on Form 10-K or incorporated by reference into any of our other filings with the SEC.Human Capital ManagementOur associa

145、tes powered by technology play a critical role in delivering on our purpose to help people save money and live better.Our business is focused on serving people and this is delivered by our approximately 2.1 million associates around the world with approximately 1.6 million associates in the U.S.and

146、approximately 0.5 million associates internationally.In the U.S.,approximately 92%of our associates are hourly and approximately 68%of our associates are full-time.We believe our people make the difference,and we are focused on investing in the growth and well-being of our associates,investing in di

147、gital experiences to improve their quality of work and creating a culture of belonging.An important part of our focus is to provide opportunities for associates to grow and learn.For some,we are a foundational entry point to develop critical skills that are relevant for a variety of careers.We are f

148、ocused on developing,rewarding and retaining associates in an ever-changing environment.Our people ultimately make Walmart a better place to work and a better place to shop.Our workforce strategy includes the following strategic priorities:belonging,well-being,growth and digital.Belonging-Focus on c

149、reating a workplace where all associates feel seen,supported and connected through a culture of belonging.We publish our workforce representation and hold ourselves accountable to providing recurring belonging updates to senior leadership including our President and CEO and members of the Board of D

150、irectors.Of the approximately 2.1 million associates employed worldwide,51%are women.In the U.S.,51%of the approximately 1.6 million associates are people of color.11Our Belonging focus aims to create opportunities for everyone,so that every eligible and qualified individual can thrive and perform.W

151、e regularly review our processes around fair-pay practices and are committed to creating a performance culture where associates are rewarded based on meaningful factors such as qualifications,experience,performance and the work they do.To build a company where associates feel seen,supported and conn

152、ected,we gather and respond to associate feedback in a variety of ways,including in-person dialogue;leadership visits and listening sessions;surveys like our associate engagement survey and monthly pulse surveys;and always-on confidential channels,including our Open Door processes and ethics channel

153、s.Well-being-Prioritize the emotional,physical and financial well-being of associates.We invest in our associates by offering competitive wages,as well as a broad range of benefits to meet the diverse needs of our global associate population and their eligible dependents.In the U.S.,this includes co

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

155、 free virtual visits for medical doctor urgent care),behavioral and mental health services(including virtual care with psychiatrists and psychologists),a Walmart discount card or Sams Club membership and predictable scheduling that helps associates plan for life outside of work and know what to expe

156、ct in their paychecks.Additional information about how we invest in our associates well-being,including wage structure and pay,can be found in the Our People brief in our most recent ESG reporting,which is available on our corporate website.Nothing on our website,including our ESG reporting document

157、s,or sections thereof,shall be deemed incorporated by reference into this Annual Report on Form 10-K or incorporated by reference into any of our other filings with the SEC.Certain information relating to retirement-related benefits we provide to our associates is included in Note 11 to our Consolid

158、ated Financial Statements.Growth-Provide ongoing growth,development and learning opportunities for associates and continue to attract talent with new skills.We are invested in the growth of our associates in support of our business and their success by offering good entry-level jobs in addition to m

159、ultiple career pathways that lead to great careers and better lives.Approximately 75%of our U.S.salaried store,club and supply chain management started their careers in hourly positions.Our focus on providing a path of opportunity for our associates through robust training,competitive wages and bene

160、fits and career mobility creates a strong associate value proposition and strengthens our workforce.In the U.S.,we seek to enable these pathways through programs like Walmart Academy,Live Better U(LBU),and other various associate training programs.Walmart Academy offers training for on-the-job retai

161、l skills,leadership and well-being,serving our associates through a combination of digital and in-person offerings.Additionally,our LBU program provides access to educational opportunities for our eligible part-time and full-time associates in the U.S.and Puerto Rico,allowing associates the opportun

162、ity to learn critical skills in order to promote into in-demand jobs within the company through high school diplomas,short-form certificates and credentials or college degrees.Digital-Drive a digital transformation that improves the associate experience and powers the business.To deliver a seamless

163、customer and associate experience,we continue to invest in consumer-grade digital tools designed to improve associate productivity,efficiency,engagement,and performance and these capabilities have been expanded to some international markets.This allows associates to share real-time feedback and spen

164、d more time generating new ideas,developing strategy,and building relationships.Our Website and Availability of SEC Reports and Other InformationOur corporate website is located at .We file with,or furnish to,the SEC Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form

165、8-K,amendments to those reports,proxy statements and annual reports to shareholders,and,from time to time,other documents.The reports and other documents filed with,or furnished to,the SEC are available to investors on or through our corporate website free of charge as soon as reasonably practicable

166、 after we electronically file them with or furnish them to the SEC.The SEC maintains a website that contains reports,proxy and information statements and other information regarding issuers,such as the Company,that file electronically with the SEC.The address of that website is www.sec.gov.Our SEC f

167、ilings,our Reporting Protocols for Senior Financial Officers and our Code of Conduct can be found on our website at .These documents are available in print to any shareholderwho requests a copy by writing or calling our Investor Relations Department,which is located at our principal offices.A descri

168、ption of any substantive amendment or waiver of Walmarts Reporting Protocols for Senior Financial Officers or our Code of Conduct for our chief executive officer,our chief financial officer and our controller,who is our principal accounting officer,will be disclosed on our website at under the Corpo

169、rate Governance section.Any such description will be located on our website for a period of 12 months following the amendment or waiver.12Information About Our Executive Officers The following chart names the executive officers of the Company as of the date of the filing of this Annual Report on For

170、m 10-K with the SEC,each of whom is elected by,and serves at the pleasure of,the Board of Directors.The business experience shown for each officer has been his or her principal occupation for at least the past five years,unless otherwise noted.NameBusiness ExperienceCurrentPositionHeld SinceAgeDanie

171、l J.BartlettExecutive Vice President,Corporate Affairs,effective June 2013.From November 2007 to June 2013,he served as Chief Executive Officer and President of U.S.Operations at Hill&Knowlton,Inc.,a public relations company.2013 53 Rachel BrandExecutive Vice President,Global Governance,Chief Legal

172、Officer and Corporate Secretary,effective April 2018.From May 2017 to February 2018,she served as Associate Attorney General in the United States Department of Justice.2018 51 David M.ChojnowskiSenior Vice President and Controller effective January 2017.From October 2014 to January 2017,he served as

173、 Vice President and Controller,Walmart U.S.2017 55 John FurnerExecutive Vice President,President and Chief Executive Officer,Walmart U.S.effective November 2019.From February 2017 until November 2019,he served as President and Chief Executive Officer,Sams Club U.S.2019 50 Suresh KumarExecutive Vice

174、President,Global Chief Technology Officer and Chief Development Officer effective July 2019.From February 2018 until June 2019,Mr.Kumar was Vice President and General Manager at Google LLC.2019 60 Kathryn McLayExecutive Vice President,President and Chief Executive Officer,Walmart International,effec

175、tive August 2023.From 2019 to 2023,she served as Executive Vice President,President and Chief Executive Officer,Sams Club U.S.From February 2019 to November 2019,she served as Executive Vice President,Walmart U.S.Neighborhood Markets.From December 2015 until February 2019,she served as Senior Vice P

176、resident,U.S.Supply Chain.2023 51 C.Douglas McMillonPresident and Chief Executive Officer,effective February 2014.From February 2009 to January 2014,he served as Executive Vice President,President and Chief Executive Officer,Walmart International.2014 58 Donna MorrisExecutive Vice President,Global P

177、eople,and Chief People Officer,effective February 2020.From April 2002 to January 2020,she worked at Adobe Inc.in various roles,including most recently,Chief Human Resources Officer and Executive Vice President,Employee Experience.2020 57 Christopher NicholasExecutive Vice President,President and Ch

178、ief Executive Officer,Sams Club U.S.effective September 2023.From October 2021 to September 2023,he served as Executive Vice President,Chief Operating Officer,Walmart U.S.From February 2021 until October 2021,he served as Executive Vice President,Chief Financial Officer Walmart U.S.From January 2020

179、 until February 2021,he served as Executive Vice President,Chief Financial Officer Walmart International.He joined the Company in August 2018 as Senior Vice President and Deputy Chief Financial Officer,Walmart International.2023 48 John David RaineyExecutive Vice President and Chief Financial Office

180、r,effective June 2022.From September 2015 to June 2022,he served as Chief Financial Officer and Executive Vice President,Global Customer Operations for PayPal Holdings,Inc.2022 54 13ITEM 1A.RISK FACTORSThe risks described below could,in ways we may or may not be able to accurately predict,materially

181、 and adversely affect our business,results of operations,financial position and liquidity.Our business operations could also be affected by additional factors that apply to all companies operating in the U.S.and globally.The following risk factors do not identify all risks that we may face.Strategic

182、 RisksFailure to successfully execute our omni-channel strategy and the cost of our investments in eCommerce and technology may materially adversely affect our market position,net sales and financial performance.The retail business continues to rapidly evolve with consumers embracing the digital sho

183、pping experience and expecting a robust online marketplace of goods available for purchase and delivery.As a result,the portion of total consumer expenditures with retailers and wholesale clubs occurring through digital platforms is increasing and the pace of this increase could continue to accelera

184、te.Our strategy,which includes investments in eCommerce,technology,including the use of artificial intelligence(AI)and generative AI technologies(which continues to grow and evolve within our Company),talent,supply chain automation and enhancements,advertising,acquisitions,joint ventures,store remod

185、els and other customer initiatives may not adequately or effectively allow us to continue to grow our eCommerce business,increase comparable sales,maintain or grow our overall market position or otherwise offset the impact on the growth of our business of a moderated pace of new store and club openi

186、ngs and sustain the current pace of remodels.The success of this strategy will depend in large measure on our ability to continue building and delivering a seamless omni-channel shopping experience and interconnected ecosystem for our customers that deepens and maintains our relationships with our c

187、ustomers across our various businesses and partnerships and reinforces our overall enterprise strategy.The success of this strategy is further subject to the related risks discussed in this Item 1A.With the interconnected components of this enterprise strategy and an increasing allocation of capital

188、 expenditures focused on these initiatives,changes in customer or member perceptions about our reputation in general,or our failure to successfully execute on individual components of this strategy may adversely affect our market position,net sales and financial performance,which could also result i

189、n impairment charges to intangible assets or other long-lived assets.In addition,a greater concentration of eCommerce sales,including increasing online grocery sales,could result in a reduction in the amount of traffic in our stores and clubs,which would,in turn,reduce the opportunities for cross-st

190、ore or cross-club sales of merchandise that such traffic creates and could reduce our saleswithin our stores and clubs and materially adversely affect our financial performance.Furthermore,the cost of certain investments in eCommerce,technology,talent and automation,including any operating losses in

191、curred for those initiatives,will adversely impact our financial performance in the short-term and failure to realize the benefits of these investments may adversely impact our financial performance over the longer term.If we do not timely identify or effectively respond to consumer trends or prefer

192、ences,it could negatively affect our reputation,relationship with our customers,demand for the products and services we sell,our market share and the growth of our business.It is difficult to predict consistently and successfully the products and services our customers will demand and changes in the

193、ir shopping patterns,tastes and preferences.The success of our business depends in part on how accurately we predict consumer demand,availability of merchandise,the related impact on the demand for existing products and services and the competitive environment.Our business is dependent on our abilit

194、y to make critical decisions and predictions with respect to merchandise categories that quickly respond to changing consumer spending patterns,tastes and preferences,and any incorrect calculations by us may result in lower sales,spoilage and inventory markdowns,which could adversely impact our resu

195、lts of operations.Our ability to predict and adapt to changing tastes and preferences depends on many factors,including obtaining accurate and relevant data on customer preferences,emphasizing relevant merchandise categories,effectively managing our inventory levels,and implementing competitive and

196、effective pricing and promotion strategies.Price transparency,assortment of products,customer experience,convenience,ease and the speed and cost of shipping are of primary importance to customers and continue to increase in importance,particularly as a result of digital tools and social media availa

197、ble to consumers and the choices available to consumers for purchasing products.We must continue to preserve our reputation,which is impacted by public perceptions and customer experiences.It may be difficult to address negative publicity across media channels,regardless of whether it is accurate.Ne

198、gative incidents,including the loss of merchandise as a result of shrink or theft,misuse of AI technologies or a data breach as a result of a cyberattack could quickly erode trust and confidence in our business and could result in consumer boycotts,workforce unrest and government investigations.Thes

199、e incidents may involve us,our vendors that handle our data or personal information,our workforce or others with whom we do business,including third-party service providers and independent contractors.Societal expectations,preferences,trends and political expression are ever-changing and we try to a

200、dapt,evolve and maintain a balance that meets the acceptance of our customers,members,associates,shareholders,suppliers and other stakeholders,but we may not always move as quickly or in the direction that various competing interests desire or demand,which could impact our reputation.For instance,st

201、rong opinions continue to be publicly expressed both for 14and against diversity,equity and inclusion and ESG initiatives and positions taken by many corporations,including Walmart,are tracked,monitored and subject to heightened scrutiny from consumers,investors,advocacy groups and public figures,po

202、tentially leading to consumer boycotts,negative publicity campaigns,litigation and reputational harm.Negative reputational incidents or negative perceptions of us could adversely impact our business and results of operations,including through lower sales,the termination of business relationships and

203、 negative impacts to associate retention and recruiting efforts.Moreover,failure to adequately predict customer demand and consumer spending patterns or otherwise optimize and operate our distribution and fulfillment centers could result in excess or insufficient inventory,service interruptions and

204、increased costs,any of which could significantly harm our business.As we continue to add new fulfillment centers,our fulfillment and technology networks become increasingly complex and operating them in a way that effectively meets consumer demands continues to be challenging.There can be no assuran

205、ce that we will be able to operate our networks effectively.We face strong competition from other retailers,wholesale club operators,omni-channel retailers and other businesses which could materially adversely affect our financial performance.Each of our segments competes for customers,employees,dig

206、ital prominence,products and services and in other important aspects of its business with many other local,regional,national and global physical,eCommerce and omni-channel retailers,social commerce platforms,wholesale club operators and retail intermediaries,as well as companies that offer services

207、in digital advertising,data analytics/insights,fulfillment and delivery services,health and wellness and financial services.The omni-channel retail landscape is highly competitive and rapidly evolving,and the entry of new,well-funded competitors may increase competitive pressures.In addition,for eCo

208、mmerce and other internet-based businesses,newer or smaller businesses may be better able to innovate and compete with us.We compete in a variety of ways,including the prices at which we sell our merchandise,merchandise selection and availability,services offered to customers,location,store hours,in

209、-store amenities,the shopping convenience and overall shopping experience we offer,the attractiveness and ease of use of our digital platforms,quality and accessibility of data for customers,suppliers,and associates,and cost,speed of and options for accurate delivery to customers of merchandise purc

210、hased through our digital platforms or through our omni-channel integration of our physical and digital operations.A failure to respond effectively to competitive pressures and changes in the retail and other markets in which we operate,omni-channel innovations and omni-channel ecosystems developed

211、by our competitors or delays or failure in execution of our strategy could materially adversely affect our financial performance.See Item 1.Business above for additional discussion of the competitive situation of each of our reportable segments.Certain segments of the retail industry are undergoing

212、consolidation or substantially reducing operations,whether due to bankruptcy,economics or other factors.Such consolidation,or other business combinations or alliances,competitive omni-channel ecosystems or reductions in operations may result in competitors with improved financial resources,improved

213、access to merchandise,greater market penetration and other improvements in their competitive positions.Such business combinations or alliances could allow these companies to provide a wider variety of products and services at competitive prices,which could adversely affect our financial performance.

214、General or macro-economic factors,both domestically and internationally,may materially adversely affect our financial performance.General economic conditions and other economic factors,globally or in one or more of the markets we serve,may adversely affect our financial performance.Higher interest r

215、ates,higher prices of petroleum products,including crude oil,natural gas,gasoline and diesel fuel,increased costs for electricity and other energy,weakness in the housing market,inflation,deflation,increased costs of essential services,such as medical care and utilities,higher levels of unemployment

216、,decreases in GDP and consumer disposable income,unavailability of consumer credit,higher consumer debt levels,changes in consumer spending and shopping patterns,fluctuations in currency exchange rates,higher tax rates,imposition of new taxes or other changes in tax laws,changes in healthcare laws,o

217、ther regulatory changes,the imposition of export and import restrictions,tariffs,trade barriers or other measures that create barriers to or increase the costs associated with international trade,overall economic slowdown or recession and other economic factors in the U.S.,or in any of the other mar

218、kets in which we operate,could adversely affect consumer demand for the products and services we sell in the U.S.or such other markets,change the mix of products we sell to any one or more markets with a lower average gross margin,cause a slowdown in discretionary purchases of goods,adversely affect

219、 our net sales,growth rates,operating income and result in slower inventory turnover and greater markdowns of inventory,or otherwise materially adversely affect our operations and operating results and could result in impairment charges to intangible assets,goodwill or other long-lived assets.In add

220、ition,the economic factors listed above,any other economic factors or circumstances resulting in higher transportation,labor,insurance or healthcare costs or commodity prices,including energy prices,and other economic factors in the U.S.and other countries in which we operate can increase our cost o

221、f sales and operating,selling,general and administrative expenses and otherwise materially adversely affect our operations and operating results.The economic factors that affect our operations may also adversely affect the operations of our suppliers,which can result in an increase in the cost to us

222、 of the goods we sell to our customers or,in more extreme cases,in certain suppliers not producing 15goods in the volume typically available to us for sale,or adversely impact product margins due to higher labor and material costs of our suppliers that we are unable,or choose not,to pass on to our c

223、ustomers.The performance of strategic alliances and other business relationships to support the expansion of our business could materially adversely affect our financial performance.We may enter into strategic alliances and other business relationships in the countries in which we have existing oper

224、ations or in other markets to expand our business.These arrangements(such as ONE,our fintech venture)may not generate the level of sales or profitability we anticipate when entering into the arrangement or may otherwise adversely impact our business and competitive position relative to the results w

225、e could have achieved in the absence of such alliance.In addition,any investment we make in connection with a strategic alliance,business relationship or in certain of our divested markets,could materially adversely affect our financial performance.Operational RisksGlobal or regional health pandemic

226、s or epidemics could negatively impact our business,financial position and results of operations.The emergence,severity,magnitude and duration of global or regional pandemics,epidemics or other health crises are uncertain and difficult to predict.A pandemic,epidemic or contagious disease outbreak th

227、at affects humans or the food supply,such as the avian flu impact on poultry and egg production could impact our business operations,demand for our products and services,in-stock positions,costs of doing business,access to inventory,supply chain operations,the extent and duration of measures to try

228、to contain the spread of a virus or other disease(such as travel bans and restrictions,quarantines,shelter-in-place orders,limitations on large gatherings,business and government shutdowns and other restrictions on retailers),our ability to predict future performance,exposure to litigation and our f

229、inancial performance,among other things.In the event of any global or regional health crisis,customer demand for certain products may fluctuate,customer behaviors may change and consumer disposable income could be negatively impacted,which may challenge our ability to anticipate and/or adjust invent

230、ory levels to meet that demand.These risks and their impacts are difficult to predict and could otherwise disrupt and adversely affect our operations and our financial performance.To the extent that a future pandemic,epidemic or contagious disease outbreak occurs,such events may also heighten other

231、risks described in this Item 1A,including but not limited to those related to consumer behavior and expectations,competition,our reputation,implementation of strategic initiatives,cybersecurity threats,payment-related risks,technology systems disruption,supply chain disruptions,labor availability an

232、d cost,and litigation and regulatory requirements.Natural disasters,climate change,geopolitical events,catastrophic and other events could materially adversely affect our financial performance.Natural disasters,weather conditions,geopolitical tensions and other catastrophic events may have a materia

233、l adverse effect on our operations and financial performance.These may include extreme weather-related events such as hurricanes,tropical storms,typhoons,floods,wildfires,cyclones,tornadoes,winter storms,droughts,and extreme temperatures,any of which may be exacerbated by a changing climate,as well

234、as other natural disasters such as earthquakes and tsunamis.Moreover,geopolitical tensions or events;and catastrophic and other events,such as war,civil unrest(including theft,looting or vandalism),terrorist attacks or other acts of violence,including active shooter situations(such as those that hav

235、e occurred in our U.S.stores),or the loss of merchandise as a result of shrink or theft in countries in which we operate,in which our suppliers are located or regions goods are transported from or through,or in other areas of the world(such as in Ukraine and Israel,armed hostilities in the Red Sea a

236、nd surrounding areas through which ocean carrier vessels travel to the Suez Canal and delays that have occurred traversing the Panama Canal resulting from drought)could adversely affect our operations and financial performance.Protecting the safety of our associates,including our senior leaders,is c

237、ritical to preventing business disruption and executing on our business strategies and objectives.Any of the events described above could result in physical damage to,or the complete loss of,one or more of our properties,the closure of one or more stores,clubs and distribution or fulfillment centers

238、,limitations on store or club operating hours,the lack of an adequate work force in a market,the inability of customers and associates to reach or have transportation to our stores and clubs affected by such events,the evacuation of the populace from areas in which our stores,clubs and distribution

239、and fulfillment centers are located,the unavailability of our digital platforms to our customers,changes in the purchasing patterns of consumers(including the frequency of visits by consumers to physical retail locations,whether as a result of limitations on large gatherings,travel and movement limi

240、tations or otherwise),temporary or long-term disruption in the supply of products from some suppliers or disruption or delay in the delivery of goods to our distribution and fulfillment centers or stores within a country in which we are operating and could negatively impact our operations and financ

241、ial performance.In fiscal 2025,Hurricanes Helene and Milton impacted our stores,operations and supply chains in the Southeastern U.S.,although such events did not materially impact our consolidated financial performance.Moreover,these disasters and events can negatively impact consumers disposable i

242、ncome,the temporary or long-term disruption in the supply of products from some suppliers,the disruption in the transport of goods from overseas,the disruption or delay in the delivery of goods to our distribution and fulfillment centers or stores within a country in which we are operating,the reduc

243、tion in the availability of products in our 16stores,increases in the costs of procuring products as a result of either reduced availability or economic sanctions,increased transportation costs(whether due to fuel prices,fuel supply or otherwise),the disruption(whether directly or indirectly)of crit

244、ical infrastructure systems,banking systems,utility services or energy availability to our stores,clubs and our facilities and the disruption in our communications with our stores,clubs and our other facilities.Furthermore,the long-term impacts of climate change,whether involving physical risks(such

245、 as extreme weather conditions,drought or rising sea levels)or transition risks(such as regulatory or technology changes)may be widespread and are unpredictable.Certain impacts of physical risk may include:temperature changes that increase the heating and cooling costs at stores,clubs and distributi

246、on or fulfillment centers;extreme weather patterns that affect the production or sourcing of certain commodities;flooding and extreme storms that damage or destroy our buildings and inventory;disruption of electrical grids or utilities required to operate our stores,clubs and information systems;and

247、 heat and extreme weather events that cause long-term disruption or threats to the habitability of the communities in which we operate.Relative to transition risk,certain impacts may include:changes in energy and commodity prices driven by climate-related weather events;prolonged climate-related eve

248、nts affecting macroeconomic conditions with related effects on consumer spending and confidence;stakeholder perception of our engagement in climate-related policies;and new regulatory requirements resulting in higher compliance risk and operational costs.We bear the risk of losses incurred as a resu

249、lt of physical damage to,or destruction of,any stores,clubs and distribution or fulfillment centers;theft,loss or spoilage of inventory;and business interruption caused by such events.These events and their impacts could otherwise disrupt and adversely affect our operations and could materially adve

250、rsely affect our financial performance.Moreover,our operations in the U.S.comprise a significant portion of our financial and operational performance.Therefore,any of the above matters that uniquely impact or are specifically concentrated in the U.S.could materially adversely affect our financial an

251、d operational performance.Risks associated with our suppliers could materially adversely affect our financial performance.The products we sell are sourced from a wide variety of domestic and international suppliers.Global sourcing of many of the products we sell is an important factor in our financi

252、al performance.We expect our suppliers to comply with applicable laws,including labor,safety,anti-corruption and environmental laws,and to otherwise meet our required supplier standards of conduct.Our ability to find qualified suppliers who uphold our standards and to access products in a timely and

253、 efficient manner and in the large volumes we may demand,are significant challenges,especially with respect to suppliers located and goods sourced outside the U.S.Political and economic instability,as well as other impactful events and circumstances(such as we previously experienced(and could experi

254、ence again)with the pandemic recovery related challenges,including supply chain disruption and production,labor shortages and increases in labor costs)in the countries in which our suppliers and their manufacturers are located or regions goods are transported from or through,the financial instabilit

255、y of suppliers,suppliers not having the financial ability or capacity to fulfill their indemnification obligations to us if called upon,thereby exposing us to the full cost of risks and claims,suppliers failure to meet our terms and conditions or our supplier standards(including our responsible sour

256、cing standards),labor problems experienced by our suppliers and their manufacturers,the availability of raw materials to suppliers,extreme weather events impacting the growing,manufacturing,mining and harvesting of commodities and products,merchandise safety and quality issues,disruption or delay in

257、 the transportation of merchandise from the suppliers and manufacturers to our stores,clubs and other facilities,including as a result of extreme weather or labor slowdowns and/or strikes at any port at which a material amount of merchandise we purchase enters into the markets in which we operate,cu

258、rrency exchange rates,transport availability and cost,transport security,inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.In addition,U.S.and international trade policies,tariffs,trade barriers and other restrictions on the expo

259、rtation and importation of goods,trade sanctions imposed between certain countries and entities,the limitation on the exportation or importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond our control.

260、These and other factors affecting our suppliers,our access to products and our access to service providers(such as transportation and logistics providers)could adversely affect our operations and financial performance.If the quality or safety of products we sell in stores or online fails to meet our

261、 customers expectations or regulatory standards,we could lose customers,incur liability for any injuries caused by a product we sell or otherwise experience a material impact to our brand,reputation and financial performance.Our customers count on us to provide them with quality products at an affor

262、dable price.Occasionally,the quality of products that we source from our suppliers fails to meet customer expectations.In many cases,these products are subject to regulatory action or recall.For general merchandise,this could be because the product fails to meet safety standards.For food products,it

263、 could be because the product is a source of foodborne illness.For health and wellness products,it could be because the product does not produce the expected result for the customer or harms the customer.Any of these factors could cause customers to avoid purchasing certain products from us or to ch

264、oose to buy products from a different retailer,even if the quality issue is outside of our control.Any lost confidence on the part of our customers would be difficult and costly to reestablish.When a 17product we sell does not meet quality or safety standards,there is an increased risk of liability

265、for harm the product may cause our customers.While we rely on our suppliers to meet our safety and quality expectations,and to indemnify us if their products do not,certain suppliers may not have the financial capacity or ability to fulfill their indemnification obligations.In that case,we may be ex

266、posed to the full cost of liability claims.Any issue regarding the quality or safety of products we sell,regardless of the cause,could adversely affect our brand,reputation and financial performance.If the quality or safety of products offered for sale on our third-party marketplace fails to meet ou

267、r customers expectations or regulatory standards,we could be held directly liable,lose customers,become subject to regulatory enforcement or otherwise experience reputational harm.Some of the products customers buy from our website are sold by third parties,which we refer to as marketplace transacti

268、ons.While that transaction ultimately occurs between the third-party seller and the customer,some regulators and courts have taken a view that the retailer is responsible for marketplace transactions that occur on a retailers digital platform.Unsettled law on whether a retailer is responsible for in

269、tellectual property or product liability claims related to marketplace transactions creates additional risk.Any unfavorable changes or legal interpretations could further expose us to liability.Our arrangements with our third-party marketplace sellers are complex and we may not be able to implement,

270、maintain and develop the components of these commercial relationships,which may include fulfillment,inventory management,tax collection,payment processing,content and engaging other third parties to perform services.In addition,poor quality or safety of third-party products offered for sale on our p

271、latforms could erode customer trust,leading to loss of sales,reduction in transactions and deterioration of our competitive position.In addition,we may face reputational,financial and other risks,including liability for third-party products offered for sale on our platform that are controversial,cou

272、nterfeit,pirated or stolen or that infringe the intellectual property rights of others.We may not be able to collect sufficient damages for these types of breaches from third-party sellers.Furthermore,even if we are successful in negotiating a contractual shift in risk of loss to third parties,a reg

273、ulator may view us as having responsibility for regulatory compliance of the third-party products offered for sale on our platform.Although we have marketplace compliance controls in place and impose contractual terms on sellers to prohibit sales of non-compliant products,we may not be able prevent

274、sellers from offering prohibited items for sale,enforce such terms or fully protect against regulatory risk.Any of these events could have a material adverse impact on our business and results of operations and impede the execution of our eCommerce growth and enterprise strategy.We rely extensively

275、on information and financial systems to process transactions,summarize results and manage our business.Disruptions in our systems could harm our ability to conduct our operations.Given the number of individual transactions we have each year,it is crucial that we maintain uninterrupted operation of o

276、ur business-critical information systems.Our information systems are subject to damage or interruption from power outages,computer and telecommunications failures,computer viruses,ransomware,worms,other malicious computer programs,denial-of-service attacks,security incidents and breaches from a vari

277、ety of threat actors,including both cybercriminals and nation state-sponsored actors,catastrophic events such as wildfires,major or extended winter storms,tornadoes,earthquakes and hurricanes,utility outages,usage errors by our associates or contractors and civil or political unrest or armed hostili

278、ties.The availability of our information systems and the integrity of data are essential to our business operations,including the processing of transactions,management of our associates,facilities,logistics,inventories,physical stores and clubs and our online operations.Our information systems are n

279、ot fully redundant and our disaster recovery planning cannot account for all eventualities.If our systems are damaged,breached,attacked,interrupted or otherwise cease to function properly,we may have to make a significant investment to repair or replace them,and may experience loss or corruption of

280、data as well as suffer interruptions in our business operations in the interim.Any interruption to the availability of our information systems or corruption of our data may have a material adverse effect on our business or results of operations.In addition,the cost of securing our systems against fa

281、ilure or attack is considerable,and increases in these costs,particularly in the wake of a breach or failure,could be significant.In addition,we frequently update our information technology hardware,software,processes and systems.The risk of system disruption is increased when significant system cha

282、nges are undertaken.If we fail to timely or successfully integrate and update our information systems and processes,system disruptions may occur and we may fail to realize the cost savings or operational benefits anticipated to be derived from these initiatives and our business,results of operations

283、,financial condition and cash flows could be negatively impacted.If the technology-based systems that give our customers the ability to shop with us online and enable us to deliver products and services do not function effectively,our operating results,as well as our ability to grow our omni-channel

284、 business globally,could be materially adversely affected.Increasingly,customers are using computers,tablets and smart phones to shop with us and with our competitors and to do comparison shopping.We use social media,online advertising and email to interact with our customers and as a means to enhan

285、ce their shopping experience.As a part of our omni-channel sales strategy,we offer various pickup,delivery and shipping programs including options where many products available for purchase online can be picked up by the customer or member at a local Walmart store or Sams Club,which provides additio

286、nal customer traffic at such stores and clubs.Omni-channel 18retailing is a rapidly evolving part of the retail industry and of our operations around the world,and we continue to make investments in supply chain automation and enhancements to support our omni-channel strategy.We must anticipate and

287、meet our customers changing expectations while adjusting for technology investments and developments in our competitors operations through focusing on the building and delivery of a seamless shopping experience across all channels by each operating segment.We continue to invest in AI and generative

288、AI technologies to enhance our customers shopping experience and our associate work experience and to improve efficiencies of our supply chain,operations,management functions and talent recruitment and development;however,these are evolving technologies and there are inherent operational and legal c

289、omplexities associated with implementation of these technologies within our business.When integrating and introducing AI and generative AI technologies into our platforms,processes and systems,we may be exposed to new or expanded liabilities and risks due to elevated governmental scrutiny and monito

290、ring,litigation,data privacy risks and compliance issues in a disparate and at times conflicting regulatory environment,all of which could negatively affect our financial performance and business reputation.Some of the various technology systems and services on which we rely are provided and managed

291、 by an increasing number ofthird-party service providers.To the extent either our or such other third-party systems and services do not perform or function as anticipated,whether because of an inherent flaw in the technology,faulty implementation or a cybersecurity incident,such failure can signific

292、antly interfere with our ability to meet our customers changing expectations.Any disruption or failure on our part to provide attractive,user-friendly and secure digital platforms that offer a wide assortment of merchandise and services at competitive prices and with low cost and rapid delivery opti

293、ons and that continually meet the changing expectations of online shoppers and developments in online and digital platform merchandising and related technology in a cost-efficient manner could place us at a competitive disadvantage,result in the loss of eCommerce and other sales,harm our reputation

294、with customers,have a material adverse impact on the growth of our eCommerce business globally and have a material adverse impact on our business and results of operations.Any failure to maintain the privacy or security of the information relating to our company,customers,members,associates,business

295、 partners and vendors,whether as a result of cyberattacks on our information systems or otherwise,could damage our reputation,result in litigation or other legal actions against us,result in fines,penalties,and liability,cause us to incur substantial additional costs and materially adversely affect

296、our business and operating results.Like most retailers,we process in our information systems personal information and/or payment information about our customers and members,and we also process information concerning our associates and vendors.In addition,our health and wellness business operations a

297、nd third-party service providers who handle information on our behalf store and maintain protected health information.Further,we recently acquired VIZIO Holding Corp.and its subsidiaries,which collects certain consumer data,including certain television viewing data.Some of this information is stored

298、 digitally in connection with the digital platforms and technologies that we use to conduct and facilitate our various businesses.We utilize third-party service providers for a variety of reasons,including,without limitation,for digital storage technology,compute capacity,medical record documentatio

299、n,content delivery to customers and members,back-office support and other functions.Such providers may have access to information we hold about our customers,members,associates,business partners or vendors.In addition,our eCommerce operations depend upon the secure transmission of confidential infor

300、mation over public networks,including information permitting cashless payments.Cyber threats are rapidly evolving and those threats and the means for disrupting or obtaining access to information systems or information stored in digital and other storage media are becoming increasingly sophisticated

301、 and frequent,and in some cases,they may lead to successful attacks.Unauthorized activities directed against information systems and devices,whether our own or those of our third-party service providers and vendors,have resulted in cybersecurity incidents,including malware,ransomware,denial of servi

302、ce attacks or phishing incidents.We expect that our information systems and those of our third-party service providers,vendors and suppliers will continue to experience such attacks in the future,which could include disruptions to our supply chain system.Cyberattacks and threat actors can be sponsor

303、ed by particular nation-states,or be the work of sophisticated criminal organizations,insiders(including our associates or contractors)or third parties,each with a wide-range of motives and expertise.We and the businesses with which we interact have experienced and continue to experience incidents a

304、nd threats to data and information systems.These incidents and threats have included and are likely to continue to include both random and targeted cyberattacks,computer viruses,phishing incidents,worms,bot attacks,ransomware or other destructive or disruptive software and attempts to misappropriate

305、 customer information,including credit card and payment information,and cause system failures and disruptions.The use of remote work infrastructure in recent years has also increased the possible attack surfaces to be exploited.Our logging capabilities,or the logging capabilities of third parties,ar

306、e also not always complete or sufficiently detailed,affecting our ability to fully investigate and understand the scope of security events.As noted above,some of our information systems and those of our third-party service providers have experienced cybersecurity incidents or breaches,including duri

307、ng fiscal 2025,and,although to date they have not had a material adverse effect on our operating results or business,there can be no assurance of a similar result in the future.Our digital platforms,which are increasingly important to our business and continue to grow in complexity and scope,and the

308、 systems on which they run,including those applications and systems used in legacy operations and acquired eCommerce,technology or other businesses,are regularly subject to cyberattacks.Those attacks involve attempts to impede the operations of 19our system or gain unauthorized access to our eCommer

309、ce websites(including marketplace platforms)or mobile commerce applications to obtain and misuse customers or members information including personal information and/or payment information,and related risks discussed in this Item 1A.Such attacks,if successful,may result in potential data and personal

310、 information misuse and/or loss and may create denials of service or otherwise disable,degrade or sabotage the information systems that enable or support one or more of our digital platforms or otherwise significantly disrupt our customers and members shopping experience,our supply chain integrity a

311、nd continuity and our ability to efficiently operate our business.If we are unable to maintain the security of the information systems that enable or support our digital platforms and keep them operating within acceptable parameters,we could be subject to regulatory fines,suffer loss of sales,reduct

312、ions in transactions,reputational damage and deterioration of our competitive position and incur liability for any damage to customers,members or others whose personal or confidential information is unlawfully obtained and misused,any of which events could have a material adverse impact on our busin

313、ess and results of operations and impede the execution of our strategy for the growth of our business.Associate error or malfeasance,faulty password and identity management,social engineering or other vulnerabilities and irregularities may also result in a defeat of our security measures or those of

314、 our third-party service providers and a compromise or breach of our or their information systems.Moreover,the hardware,software or applications that comprise our information system and networked environment may have vulnerabilities or defects of design,coding,manufacture or operations that could be

315、 intentionally exploited or inadvertently used in a manner that could compromise information security.Given the age,size and complexity of these information systems and our networked environment,patches for certain vulnerabilities may not exist and,even where patches or other risk-mitigating activit

316、ies are available,the deployment of patches or execution of risk-mitigating actions may not occur before an underlying vulnerability is exploited by threat actors or inadvertently results in the compromise of our information systems or data.Any compromise of our information systems or of those of bu

317、sinesses with which we interact,which results in regulated data or confidential information being accessed,obtained,damaged,disclosed,destroyed,modified,lost or used by unauthorized persons could harm our reputation and expose us to regulatory actions(including,with respect to health information,lia

318、bility under the Health Insurance Portability and Accountability Act of 1996,as amended by the American Recovery and Reinvestment Act of 2009,collectively known as HIPAA and with respect to personal information,liability under international and state data breach notification laws),customer attrition

319、,remediation expenses and claims from customers,members,associates,vendors,financial institutions,payment card networks and other persons,any of which could materially and adversely affect our business operations,reputation,financial position and results of operations.Because the techniques used to

320、obtain unauthorized access,disable or degrade service,or sabotage systems or data change frequently and may not immediately produce signs of a compromise,we may be unable to anticipate these techniques or implement adequate preventative measures,or detect the activities of a threat actor.Moreover,th

321、e increasing sophistication of AI technologies poses a greater risk of identity fraud,as malicious actors may exploit AI to create convincing false identities or manipulate verification processes.Even if we detect a fraudulent or cybersecurity incident,the nature and extent of that incident may not

322、be immediately clear.Based on the sophistication of the threat actors and the size and complexity of our information systems and networked environment,among other factors,an investigation into a cybersecurity incident could take a significant amount of time to complete.We may not understand or appre

323、ciate that what is detected and treated as multiple individual cybersecurity incidents or events may be associated with the coordinated actions of a single threat actor or group.In addition,while our investigation of a cybersecurity incident is ongoing,we may not know the full extent of the harm cau

324、sed by a threatactor,and such harm may spread both internally and to certain customers,vendors or other third parties.These factors may inhibit our ability to provide rapid,complete and reliable information about the cybersecurity incident to customers,counterparties and regulators,as well as the pu

325、blic.It may also not be clear how best to contain and remediate any harm caused by the cybersecurity incident,and certain errors or actions could be repeated or compounded before they are discovered and remediated.Any or all of these factors could further increase the costs and consequences of a cyb

326、ersecurity incident on our business operations,financial position and results of operations.To the extent that any cyberattack,ransomware or incursion in our or one of our third-party service providers information systems results in the loss,damage,misappropriation or other compromise of information

327、,we may be materially adversely affected by claims from customers,members,financial institutions,regulatory authorities,payment card networks and others.Our compliance programs,information technology and enterprise risk management efforts cannot eliminate all systemic risk.Disruptions in our systems

328、 caused by associate error or malfeasance,security incidents,breaches or cyberattacks including attacks on those parties we do business with(such as strategic partners,suppliers,banks or utility companies)could harm our ability to conduct our operations,which may have a material effect on us,may res

329、ult in losses that could have a material adverse effect on our financial position or results of operations,or may have a cascading effect that adversely impacts our partners,third-party service providers,customers,members,financial services firms and other third parties that we interact with on a re

330、gular basis.Our reputation with our customers and members is important to the success of our enterprise strategy,which combinestraditional retail,membership models,marketplaces,financial services,health and wellness and other customer and business 20services into a series of interconnected assets to

331、 make it seamless for customers to interact with us.Security-related events could be widely publicized and could materially adversely affect our reputation with our customers,members,associates,vendors and shareholders,could harm our competitive position particularly with respect to our eCommerce op

332、erations,and could result in a material reduction in our net sales in our eCommerce operations,as well as in our stores,thereby materially adversely affecting our operations,net sales,growth rates,operating income,results of operations,financial position,cash flows and liquidity.Such events could al

333、so result in the release to the public of confidential information about our operations and financial position and performance and could result in litigation or other legal actions against us or the imposition of penalties,fines,fees or liabilities,which may not be covered by our insurance policies.Moreover,a security compromise or operationally impactful malware event,such as ransomware,could re