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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | | | | |
☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the quarterly period ended October 31, 2024.
or
| | | | | |
☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the transition period from to .
Commission File Number 001-06991
WALMART INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
Delaware | | 71-0415188 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
702 S.W. 8th Street | | 72716 |
Bentonville | AR | |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (479) 273-4000
Former name, former address and former fiscal year, if changed since last report: N/A
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.10 per share | | WMT | | New York Stock Exchange |
2.550% Notes due 2026 | | WMT26 | | New York Stock Exchange |
1.050% Notes due 2026 | | WMT26A | | New York Stock Exchange |
1.500% Notes due 2028 | | WMT28C | | New York Stock Exchange |
4.875% Notes due 2029 | | WMT29B | | New York Stock Exchange |
5.750% Notes due 2030 | | WMT30B | | New York Stock Exchange |
1.800% Notes due 2031 | | WMT31A | | New York Stock Exchange |
5.625% Notes due 2034 | | WMT34 | | New York Stock Exchange |
5.250% Notes due 2035 | | WMT35A | | New York Stock Exchange |
4.875% Notes due 2039 | | WMT39 | | New York Stock Exchange |
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 such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for 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 shorter 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 definitions of "large accelerated filer," "accelerated 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 Company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected 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 a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had 8,033,386,215 shares of common stock outstanding as of December 4, 2024.
Walmart Inc.
Form 10-Q
For the Quarterly Period Ended October 31, 2024
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
Walmart Inc.
Condensed Consolidated Statements of Income
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended October 31, | | Nine Months Ended October 31, |
(Amounts in millions, except per share data) | | 2024 | | 2023 | | 2024 | | 2023 |
Revenues: | | | | | | | | |
Net sales | | $ | 168,003 | | | $ | 159,439 | | | $ | 495,708 | | | $ | 470,723 | |
Membership and other income | | 1,585 | | | 1,365 | | | 4,723 | | | 4,014 | |
Total revenues | | 169,588 | | | 160,804 | | | 500,431 | | | 474,737 | |
Costs and expenses: | | | | | | | | |
Cost of sales | | 127,340 | | | 121,183 | | | 375,581 | | | 358,317 | |
Operating, selling, general and administrative expenses | | 35,540 | | | 33,419 | | | 103,361 | | | 96,662 | |
Operating income | | 6,708 | | | 6,202 | | | 21,489 | | | 19,758 | |
Interest: | | | | | | | | |
Debt | | 496 | | | 572 | | | 1,650 | | | 1,683 | |
Finance lease | | 122 | | | 110 | | | 361 | | | 305 | |
Interest income | | (140) | | | (145) | | | (368) | | | (400) | |
Interest, net | | 478 | | | 537 | | | 1,643 | | | 1,588 | |
| | | | | | | | |
Other (gains) and losses | | 132 | | | 4,750 | | | 500 | | | 3,840 | |
Income before income taxes | | 6,098 | | | 915 | | | 19,346 | | | 14,330 | |
Provision for income taxes | | 1,384 | | | 272 | | | 4,614 | | | 3,738 | |
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Consolidated net income | | 4,714 | | | 643 | | | 14,732 | | | 10,592 | |
Consolidated net income attributable to noncontrolling interest | | (137) | | | (190) | | | (550) | | | (575) | |
Consolidated net income attributable to Walmart | | $ | 4,577 | | | $ | 453 | | | $ | 14,182 | | | $ | 10,017 | |
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Net income per common share: | | | | | | | | |
Basic net income per common share attributable to Walmart | | $ | 0.57 | | | $ | 0.06 | | | $ | 1.76 | | | $ | 1.24 | |
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Diluted net income per common share attributable to Walmart | | 0.57 | | | 0.06 | | | 1.75 | | | 1.24 | |
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Weighted-average common shares outstanding: | | | | | | | | |
Basic | | 8,038 | | | 8,078 | | | 8,044 | | | 8,080 | |
Diluted | | 8,082 | | | 8,110 | | | 8,082 | | | 8,110 | |
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Dividends declared per common share | | $ | — | | | $ | — | | | $ | 0.83 | | | $ | 0.76 | |
See accompanying notes.
Walmart Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
(Amounts in millions) | 2024 | | 2023 | | 2024 | | 2023 |
Consolidated net income | $ | 4,714 | | | $ | 643 | | | $ | 14,732 | | | $ | 10,592 | |
Consolidated net income attributable to noncontrolling interest | (137) | | | (190) | | | (550) | | | (575) | |
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Consolidated net income attributable to Walmart | 4,577 | | | 453 | | | 14,182 | | | 10,017 | |
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Other comprehensive income (loss), net of income taxes | | | | | | | |
Currency translation and other | (520) | | | (574) | | | (1,620) | | | 543 | |
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Cash flow hedges | (4) | | | (12) | | | 34 | | | 54 | |
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Other comprehensive income (loss), net of income taxes | (524) | | | (586) | | | (1,586) | | | 597 | |
Other comprehensive (income) loss attributable to noncontrolling interest | 177 | | | (169) | | | 363 | | | (490) | |
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Other comprehensive income (loss) attributable to Walmart | (347) | | | (755) | | | (1,223) | | | 107 | |
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Comprehensive income, net of income taxes | 4,190 | | | 57 | | | 13,146 | | | 11,189 | |
Comprehensive (income) loss attributable to noncontrolling interest | 40 | | | (359) | | | (187) | | | (1,065) | |
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Comprehensive income (loss) attributable to Walmart | $ | 4,230 | | | $ | (302) | | | $ | 12,959 | | | $ | 10,124 | |
See accompanying notes.
Walmart Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | October 31, | | January 31, | | October 31, |
(Amounts in millions) | | 2024 | | 2024 | | 2023 |
ASSETS | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 10,049 | | | $ | 9,867 | | | $ | 12,154 | |
Receivables, net | | 10,039 | | | 8,796 | | | 8,625 | |
Inventories | | 63,302 | | | 54,892 | | | 63,951 | |
Prepaid expenses and other | | 3,548 | | | 3,322 | | | 3,661 | |
| | | | | | |
Total current assets | | 86,938 | | | 76,877 | | | 88,391 | |
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Property and equipment, net | | 116,598 | | | 110,810 | | | 107,471 | |
Operating lease right-of-use assets | | 13,701 | | | 13,673 | | | 13,547 | |
Finance lease right-of-use assets, net | | 6,227 | | | 5,855 | | | 5,806 | |
| | | | | | |
Goodwill | | 27,942 | | | 28,113 | | | 28,015 | |
Other long-term assets | | 11,993 | | | 17,071 | | | 15,944 | |
Total assets | | $ | 263,399 | | | $ | 252,399 | | | $ | 259,174 | |
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LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY | | | | | | |
Current liabilities: | | | | | | |
Short-term borrowings | | $ | 3,579 | | | $ | 878 | | | $ | 9,942 | |
Accounts payable | | 62,863 | | | 56,812 | | | 61,049 | |
Dividends payable | | 1,674 | | | — | | | 1,533 | |
Accrued liabilities | | 28,117 | | | 28,759 | | | 26,132 | |
Accrued income taxes | | 783 | | | 307 | | | 606 | |
Long-term debt due within one year | | 3,246 | | | 3,447 | | | 2,806 | |
Operating lease obligations due within one year | | 1,507 | | | 1,487 | | | 1,474 | |
Finance lease obligations due within one year | | 789 | | | 725 | | | 688 | |
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Total current liabilities | | 102,558 | | | 92,415 | | | 104,230 | |
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Long-term debt | | 33,645 | | | 36,132 | | | 36,342 | |
Long-term operating lease obligations | | 12,927 | | | 12,943 | | | 12,817 | |
Long-term finance lease obligations | | 6,056 | | | 5,709 | | | 5,670 | |
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Deferred income taxes and other | | 13,748 | | | 14,629 | | | 14,304 | |
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Commitments and contingencies | | | | | | |
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Redeemable noncontrolling interest | | 189 | | | 222 | | | 228 | |
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Equity: | | | | | | |
Common stock | | 803 | | | 805 | | | 808 | |
Capital in excess of par value | | 5,395 | | | 4,544 | | | 4,390 | |
Retained earnings | | 94,435 | | | 89,814 | | | 85,831 | |
Accumulated other comprehensive loss | | (12,525) | | | (11,302) | | | (11,573) | |
Total Walmart shareholders' equity | | 88,108 | | | 83,861 | | | 79,456 | |
Nonredeemable noncontrolling interest | | 6,168 | | | 6,488 | | | 6,127 | |
Total equity | | 94,276 | | | 90,349 | | | 85,583 | |
Total liabilities, redeemable noncontrolling interest, and equity | | $ | 263,399 | | | $ | 252,399 | | | $ | 259,174 | |
See accompanying notes.
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 | |
Consolidated net income | — | | | — | | | — | | | 4,501 | | | — | | | 4,501 | | | 219 | | | 4,720 | |
Other comprehensive loss, net of income taxes | — | | | — | | | — | | | — | | | (811) | | | (811) | | | (258) | | | (1,069) | |
| | | | | | | | | | | | | | | |
Purchase of Company stock | (15) | | | (1) | | | (50) | | | (942) | | | — | | | (993) | | | — | | | (993) | |
Dividends to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (634) | | | (634) | |
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Sale of subsidiary stock | — | | | — | | | 10 | | | — | | | — | | | 10 | | | 4 | | | 14 | |
Other | 1 | | | (1) | | | 425 | | | (1) | | | — | | | 423 | | | 31 | | | 454 | |
Balances as of July 31, 2024 | 8,035 | | | $ | 803 | | | $ | 5,010 | | | $ | 90,788 | | | $ | (12,178) | | | $ | 84,423 | | | $ | 6,142 | | | $ | 90,565 | |
Consolidated net income | — | | | — | | | — | | | 4,577 | | | — | | | 4,577 | | | 155 | | | 4,732 | |
Other comprehensive loss, net of income taxes | — | | | — | | | — | | | — | | | (347) | | | (347) | | | (177) | | | (524) | |
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Purchase of Company stock | (13) | | | (1) | | | (52) | | | (927) | | | — | | | (980) | | | — | | | (980) | |
Dividends to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (5) | | | (5) | |
Sale of subsidiary stock | — | | | — | | | 5 | | | — | | | — | | | 5 | | | 1 | | | 6 | |
Other | 12 | | | 1 | | | 432 | | | (3) | | | — | | | 430 | | | 52 | | | 482 | |
Balances as of October 31, 2024 | 8,034 | | | $ | 803 | | | $ | 5,395 | | | $ | 94,435 | | | $ | (12,525) | | | $ | 88,108 | | | $ | 6,168 | | | $ | 94,276 | |
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 | | | | |
Consolidated net income | — | | | — | | | — | | | 7,891 | | | — | | | 7,891 | | | 162 | | | 8,053 | | | | |
Other comprehensive income, net of income taxes | — | | | — | | | — | | | — | | | 329 | | | 329 | | | 112 | | | 441 | | | | |
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Purchase of Company stock | (9) | | | (1) | | | (28) | | | (454) | | | — | | | (483) | | | — | | | (483) | | | | |
Dividends to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (6) | | | (6) | | | | |
Purchase of noncontrolling interest | — | | | — | | | (1,076) | | | — | | | — | | | (1,076) | | | (1,367) | | | (2,443) | | | | |
Sale of subsidiary stock | — | | | — | | | 160 | | | — | | | — | | | 160 | | | 54 | | | 214 | | | | |
Other | 4 | | | 1 | | | 331 | | | (2) | | | — | | | 330 | | | (10) | | | 320 | | | | |
Balances as of July 31, 2023 | 8,076 | | | $ | 808 | | | $ | 4,096 | | | $ | 85,470 | | | $ | (10,818) | | | $ | 79,556 | | | $ | 5,771 | | | $ | 85,327 | | | | |
Consolidated net income | — | | | — | | | — | | | 453 | | | — | | | 453 | | | 199 | | | 652 | | | | |
Other comprehensive (loss), net of income taxes | — | | | — | | | — | | | — | | | (755) | | | (755) | | | 169 | | | (586) | | | | |
| | | | | | | | | | | | | | | | | | |
Purchase of Company stock | (2) | | | (1) | | | (4) | | | (92) | | | — | | | (97) | | | — | | | (97) | | | | |
Dividends to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (4) | | | (4) | | | | |
Sale of subsidiary stock | — | | | — | | | 7 | | | — | | | — | | | 7 | | | 3 | | | 10 | | | | |
Other | 5 | | | 1 | | | 291 | | | — | | | — | | | 292 | | | (11) | | | 281 | | | | |
Balances as of October 31, 2023 | 8,079 | | | $ | 808 | | | $ | 4,390 | | | $ | 85,831 | | | $ | (11,573) | | | $ | 79,456 | | | $ | 6,127 | | | $ | 85,583 | | | | |
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See accompanying notes.
Walmart Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | | | | | | | | | | | |
| | Nine Months Ended October 31, | | |
(Amounts in millions) | | 2024 | | 2023 | | |
Cash flows from operating activities: | | | | | | |
Consolidated net income | | $ | 14,732 | | | $ | 10,592 | | | |
| | | | | | |
| | | | | | |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | | | | | | |
Depreciation and amortization | | 9,599 | | | 8,736 | | | |
Investment (gains) and losses, net | | 654 | | | 4,028 | | | |
| | | | | | |
Deferred income taxes | | (245) | | | (669) | | | |
| | | | | | |
Other operating activities | | 1,685 | | | 1,412 | | | |
Changes in certain assets and liabilities, net of effects of acquisitions and dispositions: | | | | | | |
Receivables, net | | (1,395) | | | (671) | | | |
Inventories | | (9,200) | | | (7,321) | | | |
Accounts payable | | 7,406 | | | 7,346 | | | |
Accrued liabilities | | (807) | | | (4,295) | | | |
Accrued income taxes | | 489 | | | (144) | | | |
Net cash provided by operating activities | | 22,918 | | | 19,014 | | | |
| | | | | | |
Cash flows from investing activities: | | | | | | |
Payments for property and equipment | | (16,696) | | | (14,674) | | | |
Proceeds from disposal of property and equipment | | 358 | | | 163 | | | |
Proceeds from disposal of certain operations | | 3 | | | 135 | | | |
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Proceeds from disposal of certain strategic investments | | 3,813 | | | — | | | |
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Other investing activities | | (139) | | | (998) | | | |
Net cash used in investing activities | | (12,661) | | | (15,374) | | | |
| | | | | | |
Cash flows from financing activities: | | | | | | |
Net change in short-term borrowings | | 2,680 | | | 9,583 | | | |
Proceeds from issuance of long-term debt | | — | | | 4,967 | | | |
Repayments of long-term debt | | (2,817) | | | (4,213) | | | |
| | | | | | |
Dividends paid | | (5,004) | | | (4,606) | | | |
Purchase of Company stock | | (3,049) | | | (1,282) | | | |
Dividends paid to noncontrolling interest | | (17) | | | (218) | | | |
Sale of subsidiary stock | | 35 | | | 707 | | | |
Purchase of noncontrolling interest | | — | | | (3,462) | | | |
Other financing activities | | (1,501) | | | (1,655) | | | |
Net cash used in financing activities | | (9,673) | | | (179) | | | |
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Effect of exchange rates on cash, cash equivalents and restricted cash | | (351) | | | (7) | | | |
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Net increase in cash, cash equivalents and restricted cash | | 233 | | | 3,454 | | | |
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Cash, cash equivalents and restricted cash at beginning of year | | 9,935 | | | 8,841 | | | |
Cash, cash equivalents and restricted cash at end of period | | $ | 10,168 | | | $ | 12,295 | | | |
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See accompanying notes.
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 October 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 $6.8 billion, $5.3 billion and $6.1 billion, as of October 31, 2024, January 31, 2024 and October 31, 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.
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 expects the ASU to result in incremental expense disclosures for each of the Company's reportable segments.
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 may be applied prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company's disclosures, and intends to apply the amendments prospectively upon adoption.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. 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 as determined under the treasury stock method. 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 and nine months ended October 31, 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 October 31, | | Nine Months Ended October 31, |
(Amounts in millions, except per share data) | | 2024 | | 2023 | | 2024 | | 2023 |
Numerator | | | | | | | | |
Consolidated net income | | $ | 4,714 | | | $ | 643 | | | $ | 14,732 | | | $ | 10,592 | |
Consolidated net income attributable to noncontrolling interest | | (137) | | | (190) | | | (550) | | | (575) | |
Consolidated net income attributable to Walmart | | $ | 4,577 | | | $ | 453 | | | $ | 14,182 | | | $ | 10,017 | |
| | | | | | | | |
Denominator | | | | | | | | |
Weighted-average common shares outstanding, basic | | 8,038 | | | 8,078 | | | 8,044 | | | 8,080 | |
Dilutive impact of share-based awards | | 44 | | | 32 | | | 38 | | | 30 | |
Weighted-average common shares outstanding, diluted | | 8,082 | | | 8,110 | | | 8,082 | | | 8,110 | |
| | | | | | | | |
Net income per common share attributable to Walmart | | | | | | | | |
Basic | | $ | 0.57 | | | $ | 0.06 | | | $ | 1.76 | | | $ | 1.24 | |
Diluted | | 0.57 | | | 0.06 | | | 1.75 | | | 1.24 | |
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) | |
Other comprehensive loss before reclassifications, net | | (725) | | | | | (98) | | | | | (823) | |
Reclassifications to income, net | | (96) | | | | | 108 | | | | | 12 | |
Balances as of July 31, 2024 | | $ | (11,321) | | | | | $ | (857) | | | | | $ | (12,178) | |
Other comprehensive loss before reclassifications, net | | (346) | | | | | (16) | | | | | (362) | |
Reclassifications to income, net | | 3 | | | | | 12 | | | | | 15 | |
Balances as of October 31, 2024 | | $ | (11,664) | | | | | $ | (861) | | | | | $ | (12,525) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(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) | |
Other comprehensive income before reclassifications, net | | 194 | | | | | 115 | | | | | 309 | |
Reclassifications to income, net | | — | | | | | 20 | | | | | 20 | |
Balances as of July 31, 2023 | | $ | (9,933) | | | | | $ | (885) | | | | | $ | (10,818) | |
Other comprehensive loss before reclassifications, net | | (743) | | | | | (29) | | | | | (772) | |
Reclassifications to income, net | | — | | | | | 17 | | | | | 17 | |
Balances as of October 31, 2023 | | $ | (10,676) | | | | | $ | (897) | | | | | $ | (11,573) | |
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 reclassified related to the cumulative translation for settlements of foreign-denominated bonds and associated cross-currency swaps are recorded in operating, selling, general and administrative expenses in the Company's Condensed Consolidated Statements of Income.
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 October 31, 2024 and January 31, 2024, all undrawn.
The following table provides the changes in the Company's long-term debt for the nine months ended October 31, 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 | | (2,817) | | | — | | | (2,817) | |
Reclassifications of long-term debt | | 2,625 | | | (2,625) | | | — | |
Other | | (9) | | | 138 | | | 129 | |
Balances as of October 31, 2024 | | $ | 3,246 | | | $ | 33,645 | | | $ | 36,891 | |
Debt Repayments
Information on significant long-term debt repayments during the nine months ended October 31, 2024 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in millions) | | | | | | | | | | |
Maturity Date | | | | Principal Amount | | Fixed vs. Floating | | Interest Rate | | Repayment |
April 22, 2024 | | | | $1,500 | | | Fixed | | 3.300% | | $ | 1,500 | |
July 8, 2024 | | | | $990 | | | Fixed | | 2.850% | | 990 | |
July 18, 2024 | | | | ¥40,000 | | | Fixed | | 0.298% | | 253 | |
Total | | | | | | | | | | $ | 2,743 | |
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 October 31, 2024 | | | Fair Value as of January 31, 2024 |
Equity investments measured using Level 1 inputs | | | | | | | | $ | 986 | | | | $ | 2,835 | |
Equity investments measured using Level 2 inputs | | | | | | | | 1,980 | | | | 4,414 | |
| | | | | | | | | | | |
Total | | | | | | | | $ | 2,966 | | | | $ | 7,249 | |
The fair value of these investments decreased $3.7 billion and $4.3 billion for the three and nine months ended October 31, 2024, respectively, primarily due to the sale of the Company's investment in JD.com in August 2024, as well as gains and losses resulting from net changes in the underlying stock prices of the remaining investments and certain other immaterial investment activity. The fair value of these investments decreased $4.2 billion for both the three and nine months ended October 31, 2023, respectively, primarily due to gains and losses resulting from net changes in the underlying stock prices and certain other immaterial investment activity. 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.
Sale of Investment
In August 2024, the Company sold its investment in JD.com for net proceeds of approximately $3.6 billion and recorded a realized loss of $0.3 billion within other gains and losses in the Condensed Consolidated Statement of Income.
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 October 31, 2024 and January 31, 2024, the notional amounts and fair values of these derivatives were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| October 31, 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 | | | $ | (586) | | (1) | $ | 6,271 | | | $ | (654) | | (1) |
| | | | | | | | |
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges | 5,665 | | | (1,243) | | (1) | 5,879 | | | (1,302) | | (1) |
| | | | | | | | |
Total | $ | 10,436 | | | $ | (1,829) | | | $ | 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 October 31, 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 October 31, 2024 and January 31, 2024, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | October 31, 2024 | | January 31, 2024 |
(Amounts in millions) | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Long-term debt, including amounts due within one year | | $ | 36,891 | | | $ | 35,088 | | | $ | 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 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. Trial is scheduled for November 2027.
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.
Three shareholders of the Company filed a derivative action in the Delaware Court of Chancery alleging that certain current and former directors and officers breached their fiduciary duties by failing to adequately oversee the Company's distribution and dispensing of prescription opioids. This action is Ontario Provincial Council of Carpenters' Pension Trust Fund, et al. v. Walton, et al., Delaware Court of Chancery, Case No. 2021-0827-JTL ("Ontario Action"). Other shareholders of the Company filed two derivative actions alleging that certain current and former directors and officers breached fiduciary duties and violated federal securities laws in connection with the Company's distribution and dispensing of prescription opioids. These actions are Abt v. Alvarez, et al., U.S. District Court for the District of Delaware, Case No. 21-cv-00172-CFC and Nguyen v. McMillon, et al., U.S. District Court for the District of Delaware, Case No. 21-cv-00551-CFC (collectively with the Ontario Action, the "Derivative Actions"). On May 5, 2023, the Walmart Board of Directors adopted resolutions creating a special litigation committee ("SLC") to investigate, review, and analyze the facts and circumstances surrounding the claims and allegations in the Derivative Actions and determine whether the prosecution of such claims is in Walmart's best interest.
On October 18, 2024, the Company announced that the parties to the Ontario Action and the SLC entered into a settlement agreement, subject to court approval, that would resolve the Derivative Actions and release other potential derivative claims. If the Delaware Court of Chancery approves the proposed settlement: (i) insurance carriers would pay the Company $123 million, less any attorneys' fees and litigation expenses awarded by the Court to plaintiffs' counsel; and (ii) the Company would maintain certain corporate governance practices for a period of at least five years. The settlement does not include any admission of liability, and the defendants expressly deny any wrongdoing. The Company has provided notice of the settlement to shareholders as directed by Court Order. The Court has scheduled a hearing on December 20, 2024 to consider whether to approve the settlement. If approved, the Company will record the net proceeds as a reduction to operating, selling, general, and administrative expense in the period realized.
False Claims Act Litigation. On August 23, 2019, a qui tam action was filed in the U.S. District Court for the District of New Mexico. The action was partially unsealed on April 30, 2024 after the federal government declined to intervene. The DOJ informed the Company of its decision not to intervene on June 20, 2024. On July 25, 2024, the Court transferred the litigation to the U.S. District Court for the District of Delaware. The operative complaint is brought by two former pharmacists of the Company as relators and alleges the Company violated the Controlled Substances Act and state pharmacy regulations and that such conduct constitutes violations of the federal False Claims Act. The Company filed a motion to dismiss on October 31, 2024.
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 the DOJ's review. 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. Following rulings on Walmart's motion to dismiss, the FTC filed an amended complaint on June 30, 2023. On July 3, 2024, the Court granted in part Walmart's motion to dismiss the amended complaint by dismissing with prejudice the claims under the Telemarketing Sales Rule but denying the motion to dismiss with respect to claims for injunctive relief under Section 5 of the Federal Trade Commission Act. On October 18, 2024, the Court certified its rulings on the motions to dismiss for interlocutory appeal and stayed discovery. On October 28, 2024, Walmart filed a petition for interlocutory appeal with the Seventh Circuit Court of Appeals. The petition for interlocutory appeal was granted on November 18, 2024. The appeal will proceed on the merits.
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; although any non-structural conduct measures would be required to be implemented pending any appeal. On December 14, 2023, Walmex's subsidiary submitted its defense arguments. On August 27, 2024, Walmex's subsidiary submitted its closing arguments and an oral hearing was held on September 30, 2024. A resolution in this administrative stage is expected during the fourth quarter of fiscal 2025 and Walmex will continue to defend against the allegations vigorously if required, before any courts. 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.
Foreign Direct Investment Matters. In July 2021, the Directorate of Enforcement in India issued a show cause notice to Flipkart Private Limited and one of its subsidiaries ("Flipkart"), and to unrelated companies and individuals, including certain current and former shareholders and directors of Flipkart. The notice requests the recipients to show cause as to why further proceedings under India's Foreign Direct Investment rules and regulations (the "Rules") should not be initiated against them based on alleged violations during the period from 2009 to 2015, prior to the Company's acquisition of a majority stake in Flipkart in 2018 (the "Notice"), in addition to more recent requests for information from the Directorate of Enforcement to Flipkart for periods prior and subsequent to April 2016 regarding the Rules (the "Requests"). The Notice is an initial stage of proceedings under the Rules which could, depending upon the conclusions at the end of the initial stage, lead to a hearing to consider the merits of the allegations described in the Notice. If a hearing is initiated, whether with respect to the Notice or from further proceedings related to the Requests, and if it is determined that violations of the Rules occurred, then the regulatory authority has the authority to impose monetary and/or non-monetary relief, such as share ownership restrictions. Flipkart has been responding to the Notice and, if the matter progresses to a consideration of the merits of the allegations described in the Notice, Flipkart intends to defend against the allegations vigorously. Due to the fact that the process regarding the Notice is in
the early stages, the Company is unable to predict whether the Notice will lead to a hearing on the merits or, if it does, the final outcome of the resulting proceedings, as well as whether any further proceedings will arise with respect to the Requests. The Company cannot reasonably estimate any loss or range of loss that may arise from these matters and can provide no assurance as to the scope or outcome of any proceeding that might result from the Notice or the Requests, or the amount of the proceeds the Company may receive in indemnification from individuals and entities that sold shares to the Company under the 2018 agreement for the period prior to the date the Company acquired its majority stake in Flipkart, and further can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.
India Antitrust Matter. On January 13, 2020, the Competition Commission of India ("CCI") ordered its Director General ("DG") to investigate certain matters alleging competition law violations by certain subsidiaries of Flipkart in India and other parties. On September 13, 2024, those subsidiaries received a non-confidential version of the DG's Investigation Report ("Report"), alleging certain competition law violations. CCI is not bound by the Report, and will conduct its independent analysis of the allegations, including hearing objections from the subsidiaries and other parties before issuing its final order in the matter, which could include monetary and non-monetary relief. CCI's final order would also be subject to appropriate appellate proceedings. The Company can provide no assurance as to the scope and outcome of this matter, 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.
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:
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| | Three Months Ended October 31, | | Nine Months Ended October 31, |
(Amounts in millions) | | 2024 | | 2023 | | 2024 | | 2023 |
Net sales: | | | | | | | | |
Walmart U.S. | | $ | 114,875 | | | $ | 109,419 | | | $ | 338,892 | | | $ | 324,174 | |
Walmart International | | 30,277 | | | 28,022 | | | 89,677 | | | 82,222 | |
Sam's Club | | 22,851 | | | 21,998 | | | 67,139 | | | 64,327 | |
Net sales | | $ | 168,003 | | | $ | 159,439 | | | $ | 495,708 | | | $ | 470,723 | |
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, | | |
(Amounts in millions) | | 2024 | | 2023 | | 2024 | | 2023 | | | | |
Operating income (loss): | | | | | | | | | | | | |
Walmart U.S. | | $ | 5,435 | | | $ | 4,981 | | | $ | 17,358 | | | $ | 16,079 | | | | | |
Walmart International | | 1,204 | | | 1,117 | | | 4,097 | | | 3,471 | | | | | |
Sam's Club | | 634 | | | 593 | | | 1,830 | | | 1,572 | | | | | |
Corporate and support | | (565) | | | (489) | | | (1,796) | | | (1,364) | | | | | |
Operating income | | 6,708 | | | 6,202 | | | 21,489 | | | 19,758 | | | | | |
Interest, net | | 478 | | | 537 | | | 1,643 | | | 1,588 | | | | | |
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Other (gains) and losses | | 132 | | | 4,750 | | | 500 | | | 3,840 | | | | | |
Income before income taxes | | $ | 6,098 | | | $ | 915 | | | $ | 19,346 | | | $ | 14,330 | | | | | |
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.
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(Amounts in millions) | | Three Months Ended October 31, | | Nine Months Ended October 31, |
Walmart U.S. net sales by merchandise category | | 2024 | | 2023 | | 2024 | | 2023 |
Grocery | | $ | 69,344 | | | $ | 66,289 | | | $ | 204,455 | | | $ | 195,936 | |
General merchandise | | 26,621 | | | 26,579 | | | 81,312 | | | 81,420 | |
Health and wellness | | 16,360 | | | 14,173 | | | 45,639 | | | 40,395 | |
Other categories | | 2,550 | | | 2,378 | | | 7,486 | | | 6,423 | |
Total | | $ | 114,875 | | | $ | 109,419 | | | $ | 338,892 | | | $ | 324,174 | |
Of Walmart U.S.'s total net sales, approximately $19.5 billion and $16.0 billion related to eCommerce for the three months ended October 31, 2024 and 2023, respectively, and approximately $56.0 billion and $46.0 billion related to eCommerce for the nine months ended October 31, 2024 and 2023, respectively. | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in millions) | | Three Months Ended October 31, | | Nine Months Ended October 31, |
Walmart International net sales by market | | 2024 | | 2023 | | 2024 | | 2023 |
Mexico and Central America | | $ | 12,064 | | | $ | 12,389 | | | $ | 38,395 | | | $ | 35,341 | |
Canada | | 5,803 | | | 5,668 | | | 17,022 | | | 16,650 | |
China | | 5,012 | | | 4,230 | | | 14,895 | | | 13,050 | |
| | | | | | | | |
Other | | 7,398 | | | 5,735 | | | 19,365 | | | 17,181 | |
Total | | $ | 30,277 | | | $ | 28,022 | | | $ | 89,677 | | | $ | 82,222 | |
Of Walmart International's total net sales, approximately $8.1 billion and $5.7 billion related to eCommerce for the three months ended October 31, 2024 and 2023, respectively, and approximately $21.3 billion and $16.8 billion related to eCommerce for the nine months ended October 31, 2024 and 2023, respectively.
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(Amounts in millions) | | Three Months Ended October 31, | | Nine Months Ended October 31, |
Sam's Club net sales by merchandise category | | 2024 | | 2023 | | 2024 | | 2023 |
Grocery and consumables | | $ | 15,556 | | | $ | 14,512 | | | $ | 44,862 | | | $ | 42,335 | |
Fuel, tobacco and other categories | | 2,980 | | | 3,523 | | | 9,430 | | | 10,049 | |
Home and apparel | | 2,073 | | | 2,084 | | | 6,623 | | | 6,591 | |
Health and wellness | | 1,640 | | | 1,313 | | | 4,438 | | | 3,655 | |
Technology, office and entertainment | | 602 | | | 566 | | | 1,786 | | | 1,697 | |
Total | | $ | 22,851 | | | $ | 21,998 | | | $ | 67,139 | | | $ | 64,327 | |
Of Sam's Club's total net sales, approximately $3.1 billion and $2.4 billion related to eCommerce for the three months ended October 31, 2024 and 2023, respectively, and approximately $8.7 billion and $7.1 billion related to eCommerce for the nine months ended October 31, 2024 and 2023, respectively.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
This discussion, which presents Walmart Inc.'s ("Walmart," the "Company," "our," or "we") results for periods occurring in the fiscal year ending January 31, 2025 ("fiscal 2025") and the fiscal year ended January 31, 2024 ("fiscal 2024"), should be read in conjunction with our Condensed Consolidated Financial Statements as of and for the three and nine months ended October 31, 2024, and the accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as our Consolidated Financial Statements as of and for the year ended January 31, 2024, the accompanying notes and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended January 31, 2024. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period and the primary factors that accounted for those changes. We also discuss certain performance metrics that management uses to assess the Company's performance. Additionally, the discussion provides information about the financial results of each of the three segments of our business to provide a better understanding of how each of those segments and its results of operations affect the financial condition and results of operations of the Company as a whole.
Throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations, we discuss segment operating income, comparable store and club sales and other measures. Management measures the results of the Company's segments using each segment's operating income, including certain corporate overhead allocations, as well as other measures. From time to time, we revise the measurement of each segment's operating income and other measures as determined by the information regularly reviewed by our chief operating decision maker.
Comparable store and club sales, or comparable sales, is a metric that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs for a particular period from the corresponding prior year period. Walmart's definition of comparable sales includes sales from stores and clubs open for the previous 12 months, including remodels, relocations, expansions and conversions, as well as eCommerce sales. We measure the eCommerce sales impact by including all sales initiated digitally, including omni-channel transactions which are fulfilled through our stores and clubs, as well as certain other business offerings that are part of our ecosystem, such as our Walmart Connect advertising business. Sales at a store that has changed in format are excluded from comparable sales when the conversion of that store is accompanied by a relocation or expansion that results in a change in the store's retail square feet of more than five percent. Sales related to divested businesses are excluded from comparable sales, and sales related to acquisitions are excluded until such acquisitions have been owned for 12 months. Comparable sales are also referred to as "same-store" sales by others within the retai