Walmart Inc. 10-Q

Item 1. Financial Statements Walmart Inc. Condensed Consolidated Statements of Income (Unaudited) Three Months Ended April 30, (Amounts in millions, except per share data) 2024 2023 Revenues: Net sales $ 159,938 $ 151,004 Membership and other income 1,570 1,297 Total revenues 161,508 152,301 Costs and expenses: Cost of sales 121,431 115,284 Operating, selling, general and administrative expenses 33,236 30,777 Operating income 6,841 6,240 Interest: Debt 597 568 Finance lease 117 96 Interest income ( 114 ) ( 107 ) Interest, net 600 557 Other (gains) and losses ( 794 ) 2,995 Income before income taxes 7,035 2,688 Provision for income taxes 1,728 792 Consolidated net income 5,307 1,896 Consolidated net income attributable to noncontrolling interest ( 203 ) ( 223 ) 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: Basic 8,053 8,082 Diluted 8,084 8,112 Dividends declared per common share $ 0.83 $ 0.76 See accompanying notes. 4 Table of Contents Walmart Inc. Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended April 30, (Amounts in millions) 2024 2023 Consolidated net income $ 5,307 $ 1,896 Consolidated net income attributable to noncontrolling interest ( 203 ) ( 223 ) Consolidated net income attributable to Walmart 5,104 1,673 Other comprehensive income, net of income taxes Currency translation and other ( 21 ) 811 Cash flow hedges 28 ( 69 ) 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, 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. 5 Table of Contents Walmart Inc. Condensed Consolidated Balance Sheets (Unaudited) April 30, January 31, April 30, (Amounts in millions) 2024 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 9,405 $ 9,867 $ 10,575 Receivables, net 9,075 8,796 7,647 Inventories 55,382 54,892 56,932 Prepaid expenses and other 3,290 3,322 3,357 Total current assets 77,152 76,877 78,511 Property and equipment, net 111,498 110,810 102,335 Operating lease right-of-use assets 13,562 13,673 13,679 Finance lease right-of-use assets, net 6,285 5,855 5,124 Goodwill 27,999 28,113 28,306 Other long-term assets 17,558 17,071 17,098 Total assets $ 254,054 $ 252,399 $ 245,053 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY Current liabilities: Short-term borrowings $ 5,457 $ 878 $ 1,711 Accounts payable 56,071 56,812 54,268 Dividends payable 5,013 — 4,602 Accrued liabilities 24,092 28,759 27,527 Accrued income taxes 1,276 307 1,325 Long-term debt due within one year 1,865 3,447 3,975 Operating lease obligations due within one year 1,482 1,487 1,490 Finance lease obligations due within one year 844 725 607 Total current liabilities 96,100 92,415 95,505 Long-term debt 35,928 36,132 38,120 Long-term operating lease obligations 12,840 12,943 12,925 Long-term finance lease obligations 6,047 5,709 5,039 Deferred income taxes and other 14,849 14,629 13,999 Commitments and contingencies Redeemable noncontrolling interest 217 222 234 Equity: Common stock 805 805 808 Capital in excess of par value 4,625 4,544 4,709 Retained earnings 87,230 89,814 78,035 Accumulated other comprehensive loss ( 11,367 ) ( 11,302 ) ( 11,147 ) Total Walmart shareholders' equity 81,293 83,861 72,405 Nonredeemable noncontrolling interest 6,780 6,488 6,826 Total equity 88,073 90,349 79,231 Total liabilities, redeemable noncontrolling interest, and equity $ 254,054 $ 252,399 $ 245,053 See accompanying notes. 6 Table of Contents Walmart Inc. Condensed Consolidated Statements of Shareholders' Equity (Unaudited) Accumulated Total Capital in Other Walmart Nonredeemable (Amounts in millions) Common Stock Excess of Retained Comprehensive Shareholders' Noncontrolling Total Shares Amount Par Value Earnings Loss Equity Interest Equity Balances as of February 1, 2024 8,054 $ 805 $ 4,544 $ 89,814 $ ( 11,302 ) $ 83,861 $ 6,488 $ 90,349 Consolidated net income — — — 5,104 — 5,104 209 5,313 Other comprehensive income (loss), net of income taxes — — — — ( 65 ) ( 65 ) 72 7 Dividends declared ($ 0.83 per share) — — — ( 6,683 ) — ( 6,683 ) — ( 6,683 ) Purchase of Company stock ( 18 ) ( 2 ) ( 50 ) ( 999 ) — ( 1,051 ) — ( 1,051 ) Dividends to noncontrolling interest — — — — — — ( 5 ) ( 5 ) Sale of subsidiary stock — — 10 — — 10 5 15 Other 13 2 121 ( 6 ) — 117 11 128 Balances as of April 30, 2024 8,049 $ 805 $ 4,625 $ 87,230 $ ( 11,367 ) $ 81,293 $ 6,780 $ 88,073 See accompanying notes. Accumulated Total Capital in Other Walmart Nonredeemable (Amounts in millions) Common Stock Excess of Retained Comprehensive Shareholders' Noncontrolling Total Shares Amount Par Value Earnings Loss Equity Interest Equity Balances as of February 1, 2023 8,080 $ 808 $ 4,430 $ 83,135 $ ( 11,680 ) $ 76,693 $ 7,061 $ 83,754 Consolidated net income — — — 1,673 — 1,673 223 1,896 Other comprehensive income, net of income taxes — — — — 533 533 209 742 Dividends declared ($ 0.76 per share) — — — ( 6,139 ) — ( 6,139 ) — ( 6,139 ) Purchase of Company stock ( 14 ) ( 1 ) ( 38 ) ( 632 ) — ( 671 ) — ( 671 ) Dividends to noncontrolling interest — — — — — — ( 761 ) ( 761 ) Sale of subsidiary stock — — 389 — — 389 94 483 Other 15 1 ( 72 ) ( 2 ) — ( 73 ) — ( 73 ) Balances as of April 30, 2023 8,081 $ 808 $ 4,709 $ 78,035 $ ( 11,147 ) $ 72,405 $ 6,826 $ 79,231 See accompanying notes. 7 Table of Contents Walmart Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended April 30, (Amounts in millions) 2024 2023 Cash flows from operating activities: Consolidated net income $ 5,307 $ 1,896 Adjustments to reconcile consolidated net income to net cash provided by operating activities: Depreciation and amortization 3,128 2,845 Investment (gains) and losses, net ( 639 ) 3,062 Deferred income taxes 102 ( 725 ) Other operating activities 507 249 Changes in certain assets and liabilities, net of effects of acquisitions and dispositions: Receivables, net ( 154 ) 376 Inventories ( 529 ) ( 154 ) Accounts payable 213 971 Accrued liabilities ( 4,649 ) ( 4,447 ) Accrued income taxes 963 560 Net cash provided by operating activities 4,249 4,633 Cash flows from investing activities: Payments for property and equipment ( 4,676 ) ( 4,429 ) Proceeds from the disposal of property and equipment 72 47 Proceeds from disposal of certain operations — 48 Other investing activities 195 ( 526 ) Net cash used in investing activities ( 4,409 ) ( 4,860 ) Cash flows from financing activities: Net change in short-term borrowings 4,585 1,343 Proceeds from issuance of long-term debt — 4,967 Repayments of long-term debt ( 1,574 ) ( 1,784 ) Dividends paid ( 1,671 ) ( 1,538 ) Purchase of Company stock ( 1,059 ) ( 686 ) Sale of subsidiary stock 15 483 Other financing activities ( 617 ) ( 845 ) Net cash provided by (used in) financing activities ( 321 ) 1,940 Effect of exchange rates on cash, cash equivalents and restricted cash 6 154 Net increase (decrease) in cash, cash equivalents and restricted cash ( 475 ) 1,867 Cash, cash equivalents and restricted cash at beginning of year 9,935 8,841 Cash, cash equivalents and restricted cash at end of period $ 9,460 $ 10,708 See accompanying notes. 8 Table of Contents Walmart Inc. Notes to Condensed Consolidated Financial Statements Note 1. Summary of Significant Accounting Policies Basis of Presentation The Condensed Consolidated Financial Statements of Walmart Inc. and its subsidiaries ("Walmart" or the "Company") and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 ("fiscal 2024"). Therefore, the interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. The Company's Condensed Consolidated Financial Statements are based on a fiscal year ending January 31 for the United States ("U.S.") and Canadian operations. 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 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. Historically, the Company's highest sales volume has occurred in the fiscal quarter ending January 31. Use of Estimates The Condensed Consolidated Financial Statements have been prepared in conformity with GAAP. Those principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Management's estimates and assumptions also affect the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations , which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. The Company adopted this ASU as of February 1, 2023, other than the 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. Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow early payment. Supplier participation in these programs has no bearing on the Company's amounts due. The payment terms that the Company has with participating suppliers under these programs generally range between 30 and 90 days. The Company does not have an economic interest in a supplier's participation in the program or a direct financial relationship with the financial institution funding the program. The Company is responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier, regardless of whether the supplier elects to receive early payment from the financial institution. The outstanding payment obligations to financial institutions under these programs were $ 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. The activity related to these programs is classified as an operating activity within the Condensed Consolidated Statements of Cash Flows. 9 Table of Contents Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments 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. 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. Note 2. 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 Numerator Consolidated net income $ 5,307 $ 1,896 Consolidated net income attributable to noncontrolling interest ( 203 ) ( 223 ) Consolidated net income attributable to Walmart $ 5,104 $ 1,673 Denominator Weighted-average common shares outstanding, basic 8,053 8,082 Dilutive impact of share-based awards 31 30 Weighted-average common shares outstanding, diluted 8,084 8,112 Net income per common share attributable to Walmart Basic $ 0.63 $ 0.21 Diluted 0.63 0.21 Note 3. Accumulated Other Comprehensive Loss The following tables provide the changes in the composition of total accumulated other comprehensive loss: (Amounts in millions and net of immaterial income taxes) Currency Translation and Other Cash Flow Hedges Total Balances as of February 1, 2024 $ ( 10,407 ) $ ( 895 ) $ ( 11,302 ) Other comprehensive income (loss) before reclassifications, net ( 93 ) 10 ( 83 ) Reclassifications to income, net — 18 18 Balances as of April 30, 2024 $ ( 10,500 ) $ ( 867 ) $ ( 11,367 ) (Amounts in millions and net of immaterial income taxes) Currency Translation and Other Cash Flow Hedges Total Balances as of February 1, 2023 $ ( 10,729 ) $ ( 951 ) $ ( 11,680 ) Other comprehensive income (loss) before reclassifications, net 602 ( 82 ) 520 Reclassifications to income, net — 13 13 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. 10 Table of Contents Note 4. Short-term Borrowings and Long-term Debt The Company has various committed lines of credit in the U.S. 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 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 Repayments of long-term debt ( 1,574 ) — ( 1,574 ) Other ( 8 ) ( 204 ) ( 212 ) Balances as of April 30, 2024 $ 1,865 $ 35,928 $ 37,793 Debt Repayments Information on significant long-term debt repayments during the three months ended April 30, 2024 is as follows: (Amounts in millions) Maturity Date Principal Amount Fixed vs. Floating Interest Rate Repayment April 22, 2024 $ 1,500 Fixed 3.30 % $ 1,500 Note 5. Fair Value Measurements Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are: • Level 1: observable inputs such as quoted prices in active markets; • Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions. The Company measures the fair value of certain equity investments, including certain immaterial equity method investments where the Company has elected the fair value option, on a recurring basis within other long-term assets in the accompanying Condensed Consolidated Balance Sheets. The amounts of gains and losses included in earnings from fair value changes for these investments are recognized within other gains and losses in the Condensed Consolidated Statements of Income. The fair value of these investments is as follows: (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 Equity investments measured using Level 2 inputs 4,748 4,414 Total $ 7,820 $ 7,249 Changes in the fair value of these investments were primarily due to gains and losses resulting from net changes in the underlying stock prices, along with certain other immaterial investment activity. The fair value of these investments 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. 11 Table of Contents Derivatives The Company also has derivatives recorded at fair value. Derivative fair values are the estimated amounts the Company would receive or pay upon termination of the related derivative agreements as of the reporting dates. 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 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 Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges $ 4,771 $ ( 777 ) (1) $ 6,271 $ ( 654 ) (1) Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges 5,784 ( 1,298 ) (1) 5,879 ( 1,302 ) (1) Total $ 10,555 $ ( 2,075 ) $ 12,150 $ ( 1,956 ) (1) Primarily classified in deferred income taxes and other within the Company's Condensed Consolidated Balance Sheets. Nonrecurring Fair Value Measurements In addition to assets and liabilities recorded at fair value on a recurring basis, the Company's assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. 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 The Company records cash and cash equivalents, restricted cash, and short-term borrowings at cost. The carrying values of these instruments approximate their fair value due to their short-term maturities. The Company's long-term debt is also recorded at cost. The fair value is estimated using Level 2 inputs based on 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 Long-term debt, including amounts due within one year $ 37,793 $ 34,974 $ 39,579 $ 38,431 Note 6. Contingencies Legal Proceedings The Company is involved in a number of legal proceedings and certain regulatory matters. The Company records a liability for those legal proceedings and regulatory matters when it determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred. From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders. 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. 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 12 Table of Contents 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. and Canada . In December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous lawsuits filed against a wide array of defendants by various plaintiffs, including counties, cities, healthcare providers, Native American tribes, individuals and third-party payers, asserting claims generally concerning the impacts of widespread opioid abuse. The consolidated multidistrict litigation is entitled In re National Prescription Opiate Litigation (MDL No. 2804) (the "MDL") and is pending in the U.S. District Court for the Northern District of Ohio. The Company is named as a defendant in some 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 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 distribution practices involving opioids. These matters remain pending. Department of Justice Opioid Civil Litigation. On December 22, 2020, the U.S. Department of Justice (the "DOJ") filed a civil complaint in the U.S. District Court for the District of Delaware alleging that the Company unlawfully dispensed controlled substances from its pharmacies and unlawfully distributed controlled substances to those pharmacies. The complaint alleges that this conduct resulted in violations of the Controlled Substances Act. The DOJ is seeking civil penalties and injunctive relief. 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. 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. 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. 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. 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. 13 Table of Contents Other Legal Proceedings Asda Equal Value Claims. Asda, formerly a subsidiary of the Company, was and still is a defendant in certain equal value claims that began in 2008 and are proceeding before an Employment Tribunal in Manchester in the United Kingdom on behalf of current and former Asda store employees, as well as additional claims in the High Court of the United Kingdom (the "Asda Equal Value Claims"). Further claims may be asserted in the future. Subsequent to the divestiture of Asda in February 2021, the Company continues to oversee the conduct of the defense of these claims. While potential liability for these claims remains with Asda, the Company has agreed to provide indemnification with respect to certain of these claims up to a contractually determined amount. The Company cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise related to these proceedings. Accordingly, the Company can provide no assurance as to the scope and outcome of these matters. Money Transfer Agent Services Matters. The Company has responded to grand jury subpoenas issued by the United States Attorney's Office for the Middle District of Pennsylvania on behalf of the DOJ seeking documents regarding the Company's consumer fraud prevention program and anti-money laundering compliance related to the Company's money transfer services, where Walmart is an agent. The most recent subpoena was issued in August 2020. Walmart's responses to DOJ's subpoenas have been complete since 2021. The Company continues to cooperate with and provide information and documents voluntarily in response to supplemental requests from the DOJ. The Company has also responded to civil investigative demands from the United States Federal Trade Commission (the "FTC") in connection with the FTC's investigation related to money transfers and the Company's anti-fraud program in its capacity as an agent. On June 28, 2022, the FTC filed a complaint against the Company in the U.S. District Court for the Northern District of Illinois alleging that Walmart violated the Federal Trade Commission Act and the Telemarketing Sales Rule regarding its money transfer agent services and is requesting non-monetary relief and civil penalties. On August 29, 2022, the Company filed a motion to dismiss the complaint. On March 27, 2023, the Court issued an opinion dismissing the FTC's claim under the Telemarketing Sales Rule and denying Walmart's motion to dismiss the claim under Section 5 of the Federal Trade Commission Act. On April 12, 2023, Walmart filed a motion to certify the Court's March 27, 2023, order for interlocutory appeal. On June 30, 2023, the FTC filed an amended complaint against Walmart again asserting claims under the Federal Trade Commission Act and Telemarketing Sales Rule. On July 20, 2023, the Court denied Walmart's motion to certify the Court's March 27, 2023, order for interlocutory appeal, finding that it would be more orderly to consider a request for interlocutory appeal after a ruling on Walmart's motion to dismiss the amended complaint. Walmart's motion to dismiss the amended complaint was filed on August 11, 2023. The motion remains pending. No other deadlines have yet been set, and discovery is stayed. The Company intends to vigorously defend these matters. However, the Company can provide no assurance as to the scope and outcome of these matters and cannot reasonably estimate any loss or range of loss that may arise. Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected. Mexico Antitrust Matter . On October 6, 2023, the Comisión Federal de Competencia Económica of México ("COFECE") notified the main Mexican operating subsidiary of Wal-Mart de México, S.A.B. de C.V. ("Walmex"), a majority owned subsidiary of the Company, that COFECE's Investigatory Authority ("IA") had requested COFECE to initiate a quasi-judicial administrative process against Walmex's subsidiary for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services. The quasi-judicial administrative process is the first opportunity for Walmex's subsidiary to respond to and defend against the IA's allegations before COFECE. While COFECE has the authority to impose monetary relief and/or non-structural conduct measures, such relief and conduct measures would be subject to appeal by Walmex's subsidiary. On December 14, 2023, Walmex's subsidiary submitted its defense arguments and will continue to defend against the allegations vigorously, both at the quasi-judicial administrative process and, if required, before any courts. Because this process is at an early stage, the Company can provide no assurance as to the scope and outcome of these matters, cannot reasonably estimate any loss or range of loss that may arise and can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected. Note 7. Segments and Disaggregated Revenue Segments 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: Walmart U.S., Walmart International and Sam's Club. The Company defines its segments as those operations whose results the chief operating decision maker ("CODM") regularly reviews to analyze performance and allocate resources. The Company sells similar individual products and services in each of its segments. It is impractical to segregate and identify revenues for each of these individual products and services. 14 Table of Contents The Walmart U.S. segment includes the Company's mass merchandising concept in the U.S., as well as eCommerce, which includes omni-channel initiatives and certain other business offerings such as advertising services through Walmart Connect. The Walmart International segment consists of the Company's operations outside of the U.S., as well as eCommerce and omni-channel initiatives. The Sam's Club segment includes the warehouse membership clubs in the U.S., as well as samsclub.com and omni-channel initiatives. Corporate and support consists of corporate overhead and other items not allocated to any of the Company's segments. The Company measures the results of its segments using, among other measures, each segment's net sales and operating income, which includes certain corporate overhead allocations. From time to time, the Company revises the measurement of each segment's operating income and other measures, including any corporate overhead allocations, as determined by the information regularly reviewed by its CODM. Net sales by segment are as follows: Three Months Ended April 30, (Amounts in millions) 2024 2023 Net sales: Walmart U.S. $ 108,670 $ 103,901 Walmart International 29,833 26,604 Sam's Club 21,435 20,499 Net sales $ 159,938 $ 151,004 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 April 30, (Amounts in millions) 2024 2023 Operating income (loss): Walmart U.S. $ 5,332 $ 4,984 Walmart International 1,533 1,164 Sam's Club 615 458 Corporate and support ( 639 ) ( 366 ) Operating income 6,841 6,240 Interest, net 600 557 Other (gains) and losses ( 794 ) 2,995 Income before income taxes $ 7,035 $ 2,688 Disaggregated Revenues In the following tables, segment net sales are disaggregated by either merchandise category or by market. From time to time, the Company revises the assignment of net sales of a particular item to a merchandise category. When the assignment changes, previous period amounts are reclassified to be comparable to the current period's presentation. 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 April 30, Walmart U.S. net sales by merchandise category 2024 2023 Grocery $ 66,431 $ 63,407 General merchandise 25,711 25,765 Health and wellness 14,249 12,848 Other categories 2,279 1,881 Total $ 108,670 $ 103,901 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. 15 Table of Contents (Amounts in millions) Three Months Ended April 30, Walmart International net sales by market 2024 2023 Mexico and Central America $ 13,232 $ 10,958 Canada 5,328 5,140 China 5,443 4,924 Other 5,830 5,582 Total $ 29,833 $ 26,604 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 Grocery and consumables $ 14,296 $ 13,498 Fuel, tobacco and other categories 3,151 3,188 Home and apparel 2,084 2,079 Health and wellness 1,328 1,156 Technology, office and entertainment 576 578 Total $ 21,435 $ 20,499 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 . 16 Table of Contents