What changed in this filing

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Item 1. Financial Statements

2024-06-07 compared with 2023-11-30 · 119 added, 197 removed, 338 unchanged (48% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

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

Three Months Ended April 30,

(Amounts in millions, except per share data) 2024 2023

6 unchanged sentences

Operating income 6,841 6,240

Debt 572 499 1,683 1,266

Finance lease 117 96

2 unchanged sentences

Other (gains) and losses ( 794 ) 2,995

Income (loss) before income taxes 915 ( 1,431 ) 14,330 8,114

Income before income taxes 7,035 2,688

Provision for income taxes 1,728 792

Consolidated net income (loss) 643 ( 1,767 ) 10,592 5,483

Consolidated net income 5,307 1,896

Consolidated net income attributable to noncontrolling interest ( 203 ) ( 223 )

Consolidated net income (loss) attributable to Walmart $ 453 $ ( 1,798 ) $ 10,017 $ 5,405

Net income (loss) per common share:

Basic net income (loss) per common share attributable to Walmart $ 0.17 $ ( 0.66 ) $ 3.72 $ 1.98

Diluted net income (loss) per common share attributable to Walmart 0.17 ( 0.66 ) 3.71 1.97

Consolidated net income attributable to Walmart $ 5,104 $ 1,673

Net income per common share:

Basic net income per common share attributable to Walmart $ 0.63 $ 0.21

Diluted net income per common share attributable to Walmart 0.63 0.21

Weighted-average common shares outstanding:

4 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

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

Three Months Ended April 30,

(Amounts in millions) 2024 2023

Consolidated net income (loss) $ 643 $ ( 1,767 ) $ 10,592 $ 5,483

Consolidated net income $ 5,307 $ 1,896

Consolidated net income attributable to noncontrolling interest ( 203 ) ( 223 )

Consolidated net income (loss) attributable to Walmart 453 ( 1,798 ) 10,017 5,405

Other comprehensive income (loss), net of income taxes

Consolidated net income attributable to Walmart 5,104 1,673

Other comprehensive income, net of income taxes

Currency translation and other ( 21 ) 811

Net investment hedges — — — —

Cash flow hedges 28 ( 69 )

Minimum pension liability 1 — 2 3

Other comprehensive income (loss), net of income taxes ( 586 ) ( 1,094 ) 597 ( 2,490 )

Other comprehensive (income) loss attributable to noncontrolling interest ( 169 ) 208 ( 490 ) 476

Other comprehensive income, net of income taxes 7 742

Other comprehensive income attributable to noncontrolling interest ( 72 ) ( 209 )

Other comprehensive income (loss) attributable to Walmart ( 65 ) 533

Comprehensive income (loss), net of income taxes 57 ( 2,861 ) 11,189 2,993

Comprehensive (income) loss attributable to noncontrolling interest ( 359 ) 177 ( 1,065 ) 398

Comprehensive income (loss) attributable to Walmart $ ( 302 ) $ ( 2,684 ) $ 10,124 $ 3,391

Comprehensive income, net of income taxes 5,314 2,638

Comprehensive income attributable to noncontrolling interest ( 275 ) ( 432 )

Comprehensive income attributable to Walmart $ 5,039 $ 2,206

See accompanying notes.

Condensed Consolidated Balance Sheets

October 31, January 31, October 31,

April 30, January 31, April 30,

(Amounts in millions) 2024 2024 2023

44 unchanged sentences

Consolidated net income — — — 5,104 — 5,104 209 5,313

Other comprehensive income, net of income taxes — — — — 533 533 209 742

Other comprehensive income (loss), net of income taxes

— — — — ( 65 ) ( 65 ) 72 7

Dividends declared ($ 0.83 per share)

1 unchanged sentence

Purchase of Company stock ( 18 ) ( 2 ) ( 50 ) ( 999 ) — ( 1,051 ) — ( 1,051 )

Dividends declared to noncontrolling interest — — — — — — ( 761 ) ( 761 )

Sale of subsidiary stock — — 389 — — 389 94 483

Other 6 1 ( 72 ) ( 2 ) — ( 73 ) — ( 73 )

Balances as of April 30, 2023 2,694 $ 269 $ 5,248 $ 78,035 $ ( 11,147 ) $ 72,405 $ 6,826 $ 79,231

Consolidated net income — — — 7,891 — 7,891 162 8,053

Other comprehensive income, net of income taxes — — — — 329 329 112 441

Purchase of Company stock ( 3 ) — ( 29 ) ( 454 ) — ( 483 ) — ( 483 )

Dividends to noncontrolling interest

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

Sale of subsidiary stock — — 160 — — 160 54 214

Other 1 — 332 ( 2 ) — 330 ( 10 ) 320

Balances as of July 31, 2023 2,692 $ 269 $ 4,635 $ 85,470 $ ( 10,818 ) $ 79,556 $ 5,771 $ 85,327

Consolidated net income

— — — — — — ( 5 ) ( 5 )

Other comprehensive income (loss), net of income taxes

— — — — ( 755 ) ( 755 ) 169 ( 586 )

Purchase of Company stock — — ( 5 ) ( 92 ) — ( 97 ) — ( 97 )

Dividends to noncontrolling interest — — — — — — ( 4 ) ( 4 )

Sale of subsidiary stock — — 10 — — 10 5 15

Other 13 2 121 ( 6 ) — 117 11 128

Balances as of October 31, 2023 2,693 $ 269 $ 4,929 $ 85,831 $ ( 11,573 ) $ 79,456 $ 6,127 $ 85,583

Balances as of April 30, 2024 8,049 $ 805 $ 4,625 $ 87,230 $ ( 11,367 ) $ 81,293 $ 6,780 $ 88,073

See accompanying notes.

9 unchanged sentences

Purchase of Company stock ( 14 ) ( 1 ) ( 38 ) ( 632 ) — ( 671 ) — ( 671 )

Sale of subsidiary stock — — 24 — — 24 11 35

Other 4 1 ( 151 ) ( 4 ) — ( 154 ) ( 1 ) ( 155 )

Balances as of April 30, 2022 2,748 $ 275 $ 4,587 $ 80,532 $ ( 8,498 ) $ 76,896 $ 8,704 $ 85,600

Consolidated net income — — — 5,149 — 5,149 ( 2 ) 5,147

Other comprehensive (loss), net of income taxes — — — — ( 1,396 ) ( 1,396 ) ( 275 ) ( 1,671 )

Purchase of Company stock ( 26 ) ( 3 ) ( 182 ) ( 3,201 ) — ( 3,386 ) — ( 3,386 )

Dividends to noncontrolling interest — — — — — — ( 761 ) ( 761 )

1 unchanged sentence

Other 15 1 ( 72 ) ( 2 ) — ( 73 ) — ( 73 )

Balances as of July 31, 2022 2,722 $ 272 $ 4,672 $ 82,519 $ ( 9,894 ) $ 77,569 $ 8,018 $ 85,587

Consolidated net loss

— — — ( 1,798 ) — ( 1,798 ) 31 ( 1,767 )

Other comprehensive (loss), net of income taxes

— — — — ( 886 ) ( 886 ) ( 208 ) ( 1,094 )

Dividends — — — 43 — 43 — 43

Purchase of Company stock ( 22 ) ( 2 ) ( 158 ) ( 2,772 ) — ( 2,932 ) — ( 2,932 )

Dividends to noncontrolling interest — — — — — — ( 10 ) ( 10 )

Sale of subsidiary stock — — 7 — — 7 3 10

Other 1 — 296 ( 46 ) — 250 36 286

Balances as of October 31, 2022 2,701 $ 270 $ 4,817 $ 77,946 $ ( 10,780 ) $ 72,253 $ 7,870 $ 80,123

Balances as of April 30, 2023 8,081 $ 808 $ 4,709 $ 78,035 $ ( 11,147 ) $ 72,405 $ 6,826 $ 79,231

See accompanying notes.

Condensed Consolidated Statements of Cash Flows

Nine Months Ended October 31,

Three Months Ended April 30,

(Amounts in millions) 2024 2023

17 unchanged sentences

Proceeds from disposal of certain operations — 48

Payments for business acquisitions, net of cash acquired ( 9 ) ( 730 )

Other investing activities 195 ( 526 )

6 unchanged sentences

Purchase of Company stock ( 1,059 ) ( 686 )

Dividends paid to noncontrolling interest ( 218 ) ( 16 )

Sale of subsidiary stock 15 483

Purchase of noncontrolling interest ( 3,462 ) —

Other financing activities ( 617 ) ( 845 )

Net cash used in financing activities ( 179 ) ( 5,581 )

Net cash provided by (used in) financing activities ( 321 ) 1,940

Effect of exchange rates on cash, cash equivalents and restricted cash 6 154

14 unchanged sentences

The Company consolidates all other operations generally using a one-month lag based on a calendar year.

There were no significant intervening events during the month of October 2023 related to the consolidated operations using a lag that materially affected the Condensed Consolidated Financial Statements.

There were no significant intervening events during the month of April 2024 related to the consolidated operations using a lag that materially affected the Condensed Consolidated Financial Statements.

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

5 unchanged sentences

Actual results may differ materially from those estimates.

Common Stock Split

On February 23, 2024, the Company effected a 3 -for-1 forward split of its common stock and a proportionate increase in the number of authorized shares.

All share and per share information, including share based compensation, throughout this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the stock split.

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

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from capital in excess of par value to common stock.

Supplier Financing Program Obligations

1 unchanged sentence

Disclosure of Supplier Finance Program Obligations , which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital.

The Company adopted this ASU as of February 1, 2023, other than the roll-forward disclosure requirement which the Company will adopt in fiscal 2025.

The Company adopted this ASU as of February 1, 2023, other than the annual roll-forward disclosure requirement in the Company's Annual Report on Form 10-K which the Company will adopt in fiscal 2025.

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

4 unchanged sentences

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

The outstanding payment obligations to financial institutions under these programs were $ 6.1 billion, $ 5.2 billion and $ 5.4 billion, as of October 31, 2023, January 31, 2023 and October 31, 2022, respectively.

The outstanding payment obligations to financial institutions under these programs were $ 5.2 billion, $ 5.3 billion and $ 4.7 billion, as of April 30, 2024, January 31, 2024 and April 30, 2023, respectively.

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

5 unchanged sentences

Early adoption is permitted.

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

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

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

Net Income (Loss) Per Common Share

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

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

The Company did not have significant share-based awards outstanding that were anti-dilutive and not included in the calculation of diluted net income per common share attributable to Walmart for the three and nine months ended October 31, 2023 and the nine months ended October 31, 2022.

The calculation of diluted net loss per common share attributable to Walmart for the three months ended October 31, 2022 does not include the effect of share-based payment awards as their inclusion would be anti-dilutive and would reduce the net loss per common share, and such awards were not significant.

The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income (loss) per common share attributable to Walmart:

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

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

Improvements to Income Tax Disclosures , which expands the requirements for income tax disclosures in order to provide greater transparency.

The amendments are effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied prospectively.

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

Net Income Per Common Share

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

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

The Company did not have significant share-based awards outstanding that were antidilutive and not included in the calculation of diluted net income per common share attributable to Walmart for the three months ended April 30, 2024 and 2023.

The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income per common share attributable to Walmart:

Three Months Ended April 30,

(Amounts in millions, except per share data) 2024 2023

Consolidated net income (loss) $ 643 $ ( 1,767 ) $ 10,592 $ 5,483

Consolidated net income $ 5,307 $ 1,896

Consolidated net income attributable to noncontrolling interest ( 203 ) ( 223 )

Consolidated net income (loss) attributable to Walmart $ 453 $ ( 1,798 ) $ 10,017 $ 5,405

Consolidated net income attributable to Walmart $ 5,104 $ 1,673

Weighted-average common shares outstanding, basic 8,053 8,082

1 unchanged sentence

Weighted-average common shares outstanding, diluted 8,084 8,112

Net income (loss) per common share attributable to Walmart

Net income per common share attributable to Walmart

Basic $ 0.63 $ 0.21

3 unchanged sentences

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

Translation and Other Net Investment Hedges Cash Flow Hedges Minimum

Liability Total

Translation and Other Cash Flow Hedges Total

Balances as of February 1, 2024 $ ( 10,407 ) $ ( 895 ) $ ( 11,302 )

2 unchanged sentences

Balances as of April 30, 2024 $ ( 10,500 ) $ ( 867 ) $ ( 11,367 )

Other comprehensive income (loss) before reclassifications, net 195 — 115 ( 1 ) 309

Reclassifications to income, net — — 20 — 20

Balances as of July 31, 2023 $ ( 10,021 ) $ 94 $ ( 885 ) $ ( 6 ) $ ( 10,818 )

Other comprehensive income (loss) before reclassifications, net

( 744 ) — ( 29 ) 1 ( 772 )

Reclassifications to income, net — — 17 — 17

Balances as of October 31, 2023 $ ( 10,765 ) $ 94 $ ( 897 ) $ ( 5 ) $ ( 11,573 )

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

Translation and Other Net Investment Hedges Cash Flow Hedges Minimum

Liability Total

Translation and Other Cash Flow Hedges Total

Balances as of February 1, 2023 $ ( 10,729 ) $ ( 951 ) $ ( 11,680 )

Other comprehensive income before reclassifications, net 225 — 26 — 251

Reclassifications to income, net — — 16 1 17

Balances as of April 30, 2022 $ ( 7,875 ) $ 94 $ ( 706 ) $ ( 11 ) $ ( 8,498 )

Other comprehensive income (loss) before reclassifications, net

Reclassifications to income, net ( 309 ) — 329 — 20

Balances as of July 31, 2022 $ ( 8,980 ) $ 94 $ ( 999 ) $ ( 9 ) $ ( 9,894 )

Other comprehensive loss before reclassifications, net

602 ( 82 ) 520

Reclassifications to income, net — 13 13

Balances as of October 31, 2022 $ ( 9,691 ) $ 94 $ ( 1,174 ) $ ( 9 ) $ ( 10,780 )

Balances as of April 30, 2023 $ ( 10,127 ) $ ( 1,020 ) $ ( 11,147 )

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

Amounts for the minimum pension liability and currency translation are recorded in other gains and losses in the Company's Condensed Consolidated Statements of Income.

Short-term Borrowings and Long-term Debt

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

that are used to support its commercial paper program.

to support its commercial paper program.

In April 2024, the Company renewed and extended its existing 364 -day revolving credit facility of $ 10.0 billion as well as its five-year credit facility of $ 5.0 billion.

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

of $ 15.0 billion at October 31, 2023 and January 31, 2023, all undrawn.

The following table provides the changes in the Company's long-term debt for the nine months ended October 31, 2023:

of $ 15.0 billion at April 30, 2024 and January 31, 2024, all undrawn.

The following table provides the changes in the Company's long-term debt for the three months ended April 30, 2024:

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

Balances as of February 1, 2024 $ 3,447 $ 36,132 $ 39,579

Proceeds from issuance of long-term debt (1)

— 4,967 4,967

Repayments of long-term debt ( 1,574 ) — ( 1,574 )

Reclassifications of long-term debt 2,832 ( 2,832 ) —

Other ( 8 ) ( 204 ) ( 212 )

Balances as of October 31, 2023 $ 2,806 $ 36,342 $ 39,148

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

Debt Issuances

Information on significant long-term debt issued during the nine months ended October 31, 2023, for general corporate purposes, is as follows:

(Amounts in millions)

Issue Date Principal Amount Maturity Date Fixed Interest Rate Net Proceeds

April 18, 2023 $ 750 April 15, 2026 4.00 % $ 748

April 18, 2023 $ 750 April 15, 2028 3.90 % $ 746

April 18, 2023 $ 500 April 15, 2030 4.00 % $ 497

April 18, 2023 $ 1,500 April 15, 2033 4.10 % $ 1,491

April 18, 2023 $ 1,500 April 15, 2053 4.50 % $ 1,485

Total $ 4,967

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

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

Balances as of April 30, 2024 $ 1,865 $ 35,928 $ 37,793

Debt Repayments

Information on significant long-term debt repayments during the nine months ended October 31, 2023 is as follows:

Information on significant long-term debt repayments during the three months ended April 30, 2024 is as follows:

(Amounts in millions)

2 unchanged sentences

April 22, 2024 $ 1,500 Fixed 3.30 % $ 1,500

June 26, 2023 $ 2,280 Fixed 3.40 % $ 2,280

Total $ 4,030

Fair Value Measurements

7 unchanged sentences

The fair value of these investments is as follows:

(Amounts in millions) Fair Value as of October 31, 2023 Fair Value as of January 31, 2023

(Amounts in millions) Fair Value as of April 30, 2024 Fair Value as of January 31, 2024

Equity investments measured using Level 1 inputs $ 3,072 $ 2,835

2 unchanged sentences

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

These changes in fair value included net losses of $ 4.2 billion for both the three and nine months ended October 31, 2023, and net losses of $ 3.6 billion and $ 4.8 billion for the three and nine months ended October 31, 2022, respectively.

The fair value of these investments increased $ 0.6 billion and decreased $ 3.2 billion for the three months ended April 30, 2024 and 2023, respectively.

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

2 unchanged sentences

The fair values have been measured using the income approach and Level 2 inputs, which include the relevant interest rate and foreign currency forward curves.

As of October 31, 2023 and January 31, 2023, the notional amounts and fair values of these derivatives were as follows:

October 31, 2023 January 31, 2023

As of April 30, 2024 and January 31, 2024, the notional amounts and fair values of these derivatives were as follows:

April 30, 2024 January 31, 2024

(Amounts in millions) Notional Amount Fair Value Notional Amount Fair Value

4 unchanged sentences

Total $ 10,555 $ ( 2,075 ) $ 12,150 $ ( 1,956 )

(1) Classified primarily in deferred income taxes and other within the Company's Condensed Consolidated Balance Sheets.

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

Nonrecurring Fair Value Measurements

1 unchanged sentence

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

The Company did not have any material assets or liabilities resulting in nonrecurring fair value measurements as of October 31, 2023 in the Company's Condensed Consolidated Balance Sheets.

The Company did not have any material assets or liabilities resulting in nonrecurring fair value measurements as of April 30, 2024 in the Company's Condensed Consolidated Balance Sheets.

Other Fair Value Disclosures

2 unchanged sentences

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

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

The carrying value and fair value of the Company's long-term debt as of October 31, 2023 and January 31, 2023, are as follows:

October 31, 2023 January 31, 2023

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

The carrying value and fair value of the Company's long-term debt as of April 30, 2024 and January 31, 2024, are as follows:

April 30, 2024 January 31, 2024

(Amounts in millions) Carrying Value Fair Value Carrying Value Fair Value

7 unchanged sentences

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

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

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

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

As of October 31, 2023, substantially all of the original approximately $ 3.3 billion accrued liability for the Settlement Framework and other settlements has been paid.

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

Settlement of Certain Opioid-Related Matters

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

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

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

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

As of January 31, 2024, substantially all of the approximately $ 3.3 billion accrued liability had been paid.

Ongoing Opioid-Related Litigation

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

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

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

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

The Company can provide no assurance as to

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

Opioid Multidistrict Litigation;

Other Opioid-Related Matters in the U.S.

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

2 unchanged sentences

District Court for the Northern District of Ohio.

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

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

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

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

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

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

On December 20, 2022, the Company announced that it had settlement agreements with all 50 states, including four states that previously settled with the Company, as well as the District of Columbia, Puerto Rico, and three other U.S.

territories (the "Settling States"), thus satisfying the initial threshold of required participation by Settling States.

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

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

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

Although the settlement administrator has determined that sufficient number of political subdivisions have agreed to participate in the Settlement Framework, and thus the Settlement Framework was effective, eligible political subdivisions still have until July 15, 2025, to join the Settlement Framework.

Other Opioid-Related Litigation

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

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

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

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

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

Two-County Trial and MDL Bellwethers;

and Other Litigation.

The liability phase of a single, two-county trial in one of the MDL cases resulted in a jury verdict on November 23, 2021, finding in favor of the plaintiffs as to the liability of all defendants, including the Company.

The abatement phase of the single, two-county trial resulted in a judgment on August 17, 2022, that ordered all three defendants, including the Company, to pay an aggregate amount of approximately $ 0.7 billion over fifteen years , on a joint and several liability basis, and granted the plaintiffs injunctive relief.

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

A trial involving claims brought by two counties against certain defendants, including the Company, in the MDL resulted in a judgment on August 17, 2022 that ordered all three defendants, including the Company, to pay an aggregate amount of approximately $ 0.7 billion over 15 years, on a joint and several liability basis, and granted the plaintiffs injunctive relief.

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

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

On September 11, 2023, the Sixth Circuit Court of Appeals issued an order of certifying certain questions in the appeal for review by the Supreme Court of Ohio.

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

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

On October 25, 2023, the MDL designated four cases brought by third-party payers as bellwether cases to proceed through discovery.

Additional bellwethers of cases brought by hospitals and other healthcare providers may be designated in the future.

The monetary aspect of the judgment is stayed pending appeal, and the injunctive aspect of the judgment went into effect on February 20, 2023 and has not materially impacted the Company's operations.

On September 11, 2023, the Sixth Circuit Court of Appeals issued an order certifying certain questions in the appeal for review by the Supreme Court of Ohio.

On November 29, 2023, the Supreme Court of Ohio accepted the request for certification, and the matter remains pending with the court.

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

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

The MDL has designated four cases brought by third-party payers as bellwether cases to proceed through discovery.

The MDL may designate additional bellwether cases in the future.

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

Wal-Mart Canada Corp.

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

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

These matters remain pending.

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

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

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

DOJ Opioid Civil Litigation.

Department of Justice Opioid Civil Litigation.

On December 22, 2020, the U.S.

3 unchanged sentences

The DOJ is seeking civil penalties and injunctive relief.

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

After that motion was fully briefed, the DOJ filed an amended complaint on October 7, 2022.

On November 7, 2022, the Company filed a partial motion to dismiss the amended complaint.

That motion remains pending.

On March 11, 2024, the Court granted in-part Walmart's motion to dismiss by dismissing the entirety of the DOJ's claims related to distribution and dismissing the DOJ's claims arising under one of the DOJ's two dispensing liability theories.

The DOJ's claims arising under its other dispensing liability theory remain pending.

Opioid-Related Securities Class Actions and Derivative Litigation.

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

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

Those cases have been consolidated.

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

After the parties had fully briefed the motion to dismiss, on September 9, 2022, the Court entered an order permitting the plaintiffs to file an amended complaint, which was filed on October 14, 2022, and which revised the applicable putative class of investors to those who acquired Walmart stock from March 31, 2017, through December 22, 2020.

On November 16, 2022, the defendants filed a motion to dismiss the amended complaint.

That motion remains pending.

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

District Court for the District of Delaware on February 9, 2021 and April 16, 2021, alleging breach of fiduciary duties against certain of its current and former directors with respect to oversight of the Company's distribution and dispensing of opioids and also alleging violations of the federal securities laws and other breaches of duty by current directors and two current officers in connection with the Company's opioids disclosures.

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

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

Those actions were filed in the U.S.

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

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

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

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

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

On April 20, 2022, the defendants moved to dismiss and/or to stay proceedings with respect to the amended complaint.

In two orders issued on April 12 and 26, 2023, the Court of Chancery granted the defendants' motion to dismiss with respect to claims involving the Company's distribution practices and denied the remainder of the motion, including the Company's request to stay the litigation.

On May 5, 2023, the Company's Board of Directors (the "Board") appointed an independent Special Litigation Committee (the "SLC") to investigate the allegations regarding certain current and former officers and directors named in the various derivative proceedings regarding oversight with respect to opioids.

The Board has authorized the SLC to retain independent legal counsel and such other advisors as the SLC deems appropriate in carrying out its duties.

The derivative matter pending in the Delaware Court of Chancery is stayed until the SLC completes its investigation.

This action is stayed while the SLC conducts its investigation.

In addition, there are two other shareholder derivative actions pending in the U.S.

District Court for the District of Delaware that allege breach of fiduciary duties against certain of the Company's current and former directors with respect to oversight of the Company's distribution and dispensing of opioids and violations of the federal securities laws and other breaches of duty by certain current and former directors and officers in connection with the Company's opioids disclosures.

Those cases have been stayed pending developments in other opioid-related matters.

Other Legal Proceedings

11 unchanged sentences

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

The Company has also responded to civil investigative demands from the

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

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

On June 28, 2022, the FTC filed a complaint against the Company in the U.S.

5 unchanged sentences

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

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

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

The motion remains pending.

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

The Company intends to vigorously defend these matters.

6 unchanged sentences

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

Walmex's subsidiary intends to defend against the allegations vigorously, both at the quasi-judicial administrative process and, if required, before any courts.

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

Because this process is at an early stage, the Company can provide no assurance as to the scope and outcome of these matters, cannot reasonably estimate any loss or range of loss that may arise and can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Segments and Disaggregated Revenue

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

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

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

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

When the measurement of a segment significantly changes, previous period amounts and balances are reclassified to be comparable to the current period's presentation.

Net sales by segment are as follows:

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

Three Months Ended April 30,

(Amounts in millions)

$ 108,670 $ 103,901

$ 109,419 $ 104,775 $ 324,174 $ 306,809

Walmart International 29,833 26,604

2 unchanged sentences

Operating income by segment, as well as unallocated operating expenses for corporate and support, interest, net, and other gains and losses are as follows:

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

Three Months Ended April 30,

(Amounts in millions)

2023 2022 2023 2022

Operating income (loss):

6 unchanged sentences

Other (gains) and losses ( 794 ) 2,995

Income (loss) before income taxes

Income before income taxes

$ 7,035 $ 2,688

4 unchanged sentences

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

(Amounts in millions) Three Months Ended October 31, Nine Months Ended October 31,

(Amounts in millions) Three Months Ended April 30,

net sales by merchandise category 2024 2023

4 unchanged sentences

Total $ 108,670 $ 103,901

Of Walmart U.S.'s total net sales, approximately $ 16.0 billion and $ 12.9 billion related to eCommerce for the three months ended October 31, 2023 and 2022, respectively, and approximately $ 46.0 billion and $ 36.9 billion related to eCommerce for the nine months ended October 31, 2023 and 2022, respectively.

(Amounts in millions) Three Months Ended October 31, Nine Months Ended October 31,

Of Walmart U.S.'s total net sales, approximately $ 17.6 billion and $ 14.5 billion related to eCommerce for the three months ended April 30, 2024 and 2023, respectively.

(Amounts in millions) Three Months Ended April 30,

Walmart International net sales by market 2024 2023

4 unchanged sentences

Total $ 29,833 $ 26,604

Of Walmart International's total net sales, approximately $ 5.7 billion and $ 5.9 billion related to eCommerce for the three months ended October 31, 2023 and 2022, respectively, and approximately $ 16.8 billion and $ 14.8 billion related to eCommerce for the nine months ended October 31, 2023 and 2022, respectively.

(Amounts in millions) Three Months Ended October 31, Nine Months Ended October 31,

Of Walmart International's total net sales, approximately $ 6.4 billion and $ 5.4 billion related to eCommerce for the three months ended April 30, 2024 and 2023, respectively.

(Amounts in millions) Three Months Ended April 30,

Sam's Club net sales by merchandise category 2024 2023

5 unchanged sentences

Total $ 21,435 $ 20,499

Of Sam's Club's total net sales, approximately $ 2.4 billion and $ 2.1 billion related to eCommerce for the three months ended October 31, 2023 and 2022, respectively, and approximately $ 7.1 billion and $ 6.0 billion related to eCommerce for the nine months ended October 31, 2023 and 2022, respectively.

Of Sam's Club's total net sales, approximately $ 2.6 billion and $ 2.2 billion related to eCommerce for the three months ended April 30, 2024 and 2023, respectively .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements