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, 2021.~~April 30, 2022.


☐			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~~

~~1.900% Notes Due 2022~~

~~WMT22~~

New York Stock Exchange

2.550% Notes Due 2026

WMT26

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, 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 ~~2,773,878,458~~2,741,150,050 shares of common stock outstanding as of ~~November 29, 2021.~~June 1, 2022.

Table of Contents

Walmart Inc.

Form 10-Q

For the Quarterly Period Ended ~~October 31, 2021~~April 30, 2022

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,					Three Months Ended April 30,
(Amounts in millions, except per share data)	(Amounts in millions, except per share data)	2021		2020		2021		2020		(Amounts in millions, except per share data)	2022		2021
Revenues:	Revenues:									Revenues:
Net sales	Net sales	$	139,207	$	133,752	$	416,237	$	404,248	Net sales	$	140,288	$	137,159
Membership and other income	Membership and other income	1,318		956		3,646		2,824		Membership and other income	1,281		1,151
Total revenues	Total revenues	140,525		134,708		419,883		407,072		Total revenues	141,569		138,310
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of sales	Cost of sales	105,023		100,339		313,478		305,054		Cost of sales	106,847		103,272
Operating, selling, general and administrative expenses	Operating, selling, general and administrative expenses	29,710		28,591		86,350		84,957		Operating, selling, general and administrative expenses	29,404		28,129
Operating income	Operating income	5,792		5,778		20,055		17,061		Operating income	5,318		6,909
Interest:	Interest:									Interest:
Debt	Debt	408		455		1,326		1,542		Debt	372		481
Finance lease	Finance lease	78		86		241		249		Finance lease	83		85
Interest income	Interest income	(44)		(25)		(111)		(91)		Interest income	(36)		(30)
Interest, net	Interest, net	442		516		1,456		1,700		Interest, net	419		536
Loss on extinguishment of debt		2,410		—		2,410		—

Other (gains) and losses	Other (gains) and losses	(1,207)		(1,853)		2,275		(5,796)		Other (gains) and losses	1,998		2,529
Income before income taxes	Income before income taxes	4,147		7,115		13,914		21,157		Income before income taxes	2,901		3,844
Provision for income taxes	Provision for income taxes	1,015		1,914		3,607		5,443		Provision for income taxes	798		1,033

Consolidated net income	Consolidated net income	3,132		5,201		10,307		15,714		Consolidated net income	2,103		2,811
Consolidated net income attributable to noncontrolling interest	Consolidated net income attributable to noncontrolling interest	(27)		(66)		(196)		(113)		Consolidated net income attributable to noncontrolling interest	(49)		(81)
Consolidated net income attributable to Walmart	Consolidated net income attributable to Walmart	$	3,105	$	5,135	$	10,111	$	15,601	Consolidated net income attributable to Walmart	$	2,054	$	2,730

Net income per common share:	Net income per common share:									Net income per common share:
Basic net income per common share attributable to Walmart	Basic net income per common share attributable to Walmart	$	1.11	$	1.81	$	3.61	$	5.51	Basic net income per common share attributable to Walmart	$	0.75	$	0.97

Diluted net income per common share attributable to Walmart	Diluted net income per common share attributable to Walmart	1.11		1.80		3.59		5.48		Diluted net income per common share attributable to Walmart	0.74		0.97

Weighted-average common shares outstanding:	Weighted-average common shares outstanding:									Weighted-average common shares outstanding:
Basic	Basic	2,785		2,833		2,799		2,832		Basic	2,754		2,815
Diluted	Diluted	2,797		2,849		2,813		2,849		Diluted	2,765		2,829

Dividends declared per common share	Dividends declared per common share	$	—	$	—	$	2.20	$	2.16	Dividends declared per common share	$	2.24	$	2.20

See accompanying notes.

Table of Contents

Walmart Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


		Three Months Ended October 31,				Nine Months Ended October 31,					Three Months Ended April 30,
(Amounts in millions)	(Amounts in millions)	2021		2020		2021		2020		(Amounts in millions)	2022		2021
Consolidated net income	Consolidated net income	$	3,132	$	5,201	$	10,307	$	15,714	Consolidated net income	$	2,103	$	2,811
Consolidated net income attributable to noncontrolling interest	Consolidated net income attributable to noncontrolling interest	(27)		(66)		(196)		(113)		Consolidated net income attributable to noncontrolling interest	(49)		(81)

Consolidated net income attributable to Walmart	Consolidated net income attributable to Walmart	3,105		5,135		10,111		15,601		Consolidated net income attributable to Walmart	2,054		2,730

Other comprehensive income (loss), net of income taxes	Other comprehensive income (loss), net of income taxes									Other comprehensive income (loss), net of income taxes
Currency translation and other	Currency translation and other	(523)		1,262		2,637		(2,408)		Currency translation and other	232		2,959
Net investment hedges	Net investment hedges	—		(1)		(1,202)		(35)		Net investment hedges	—		(1,202)
Cash flow hedges	Cash flow hedges	(183)		—		(318)		34		Cash flow hedges	42		20
Minimum pension liability	Minimum pension liability	1		16		1,972		47		Minimum pension liability	1		1,969

Other comprehensive income (loss), net of income taxes	Other comprehensive income (loss), net of income taxes	(705)		1,277		3,089		(2,362)		Other comprehensive income (loss), net of income taxes	275		3,746
Other comprehensive (income) loss attributable to noncontrolling interest	Other comprehensive (income) loss attributable to noncontrolling interest	193		(109)		189		551		Other comprehensive (income) loss attributable to noncontrolling interest	(7)		74

Other comprehensive income (loss) attributable to Walmart	Other comprehensive income (loss) attributable to Walmart	(512)		1,168		3,278		(1,811)		Other comprehensive income (loss) attributable to Walmart	268		3,820

Comprehensive income, net of income taxes	Comprehensive income, net of income taxes	2,427		6,478		13,396		13,352		Comprehensive income, net of income taxes	2,378		6,557
Comprehensive (income) loss attributable to noncontrolling interest		166		(175)		(7)		438
Comprehensive income attributable to noncontrolling interest										Comprehensive income attributable to noncontrolling interest	(56)		(7)

Comprehensive income attributable to Walmart	Comprehensive income attributable to Walmart	$	2,593	$	6,303	$	13,389	$	13,790	Comprehensive income attributable to Walmart	$	2,322	$	6,550

See accompanying notes.

Table of Contents

Walmart Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


		October 31,		January 31,		October 31,			April 30,		January 31,		April 30,
(Amounts in millions)	(Amounts in millions)	2021		2021		2020		(Amounts in millions)	2022		2022		2021
ASSETS	ASSETS							ASSETS
Current assets:	Current assets:							Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	16,111	$	17,741	$	14,325	Cash and cash equivalents	$	11,817	$	14,760	$	22,846
Receivables, net	Receivables, net	7,349		6,516		5,770		Receivables, net	7,674		8,280		5,797
Inventories	Inventories	57,484		44,949		51,842		Inventories	61,229		56,511		46,383
Prepaid expenses and other	Prepaid expenses and other	2,020		20,861		1,665		Prepaid expenses and other	2,500		1,519		1,565

Total current assets	Total current assets	82,964		90,067		73,602		Total current assets	83,220		81,070		76,591

Property and equipment, net	Property and equipment, net	92,242		92,201		102,232		Property and equipment, net	94,741		94,515		90,996
Operating lease right-of-use assets	Operating lease right-of-use assets	13,863		13,642		17,128		Operating lease right-of-use assets	13,971		13,758		13,650
Finance lease right-of-use assets, net	Finance lease right-of-use assets, net	4,226		4,005		4,929		Finance lease right-of-use assets, net	4,505		4,351		3,979

Goodwill	Goodwill	28,923		28,983		30,236		Goodwill	29,438		29,014		28,872
Other long-term assets	Other long-term assets	22,633		23,598		22,736		Other long-term assets	20,267		22,152		22,493
Total assets	Total assets	$	244,851	$	252,496	$	250,863	Total assets	$	246,142	$	244,860	$	236,581

LIABILITIES AND EQUITY
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY								LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY
Current liabilities:	Current liabilities:							Current liabilities:
Short-term borrowings	Short-term borrowings	$	447	$	224	$	240	Short-term borrowings	$	11,432	$	410	$	362
Accounts payable	Accounts payable	57,156		49,141		54,152		Accounts payable	52,926		55,261		48,151
Dividends payable	Dividends payable	1,528		—		1,529		Dividends payable	4,631		—		4,651
Accrued liabilities	Accrued liabilities	24,474		37,966		24,995		Accrued liabilities	21,061		26,060		21,371
Accrued income taxes	Accrued income taxes	446		242		548		Accrued income taxes	904		851		851
Long-term debt due within one year	Long-term debt due within one year	1,575		3,115		4,358		Long-term debt due within one year	3,580		2,803		3,500
Operating lease obligations due within one year	Operating lease obligations due within one year	1,486		1,466		1,725		Operating lease obligations due within one year	1,485		1,483		1,448
Finance lease obligations due within one year	Finance lease obligations due within one year	508		491		574		Finance lease obligations due within one year	511		511		507

Total current liabilities	Total current liabilities	87,620		92,645		88,121		Total current liabilities	96,530		87,379		80,841

Long-term debt	Long-term debt	36,425		41,194		40,849		Long-term debt	32,174		34,864		40,273
Long-term operating lease obligations	Long-term operating lease obligations	13,095		12,909		15,982		Long-term operating lease obligations	13,226		13,009		12,930
Long-term finance lease obligations	Long-term finance lease obligations	4,061		3,847		4,750		Long-term finance lease obligations	4,409		4,243		3,802

Deferred income taxes and other	Deferred income taxes and other	12,893		14,370		13,657		Deferred income taxes and other	13,943		13,474		14,143

Commitments and contingencies								Commitments and contingencies	0		0		0

Commitments and contingencies		0		0		0
Redeemable noncontrolling interest								Redeemable noncontrolling interest	260		—		—

Equity:	Equity:							Equity:
Common stock	Common stock	277		282		283		Common stock	275		276		280
Capital in excess of par value	Capital in excess of par value	4,811		3,646		3,485		Capital in excess of par value	4,587		4,839		3,424
Retained earnings	Retained earnings	85,674		88,763		92,279		Retained earnings	80,532		86,904		82,577
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(8,488)		(11,766)		(14,616)		Accumulated other comprehensive loss	(8,498)		(8,766)		(7,946)
Total Walmart shareholders' equity	Total Walmart shareholders' equity	82,274		80,925		81,431		Total Walmart shareholders' equity	76,896		83,253		78,335
Noncontrolling interest		8,483		6,606		6,073
Nonredeemable noncontrolling interest								Nonredeemable noncontrolling interest	8,704		8,638		6,257
Total equity	Total equity	90,757		87,531		87,504		Total equity	85,600		91,891		84,592
Total liabilities and equity		$	244,851	$	252,496	$	250,863
Total liabilities, redeemable noncontrolling interest, and equity								Total liabilities, redeemable noncontrolling interest, and equity	$	246,142	$	244,860	$	236,581

See accompanying notes.

Table of Contents

Walmart Inc.

Condensed Consolidated Statements of Shareholders' Equity

(Unaudited)


									Accumulated		Total														Accumulated		Total
					Capital in				Other		Walmart										Capital in				Other		Walmart		Nonredeemable
(Amounts in millions)	(Amounts in millions)	Common Stock			Excess of		Retained		Comprehensive		Shareholders'		Noncontrolling		Total		(Amounts in millions)	Common Stock			Excess of		Retained		Comprehensive		Shareholders'		Noncontrolling		Total
		Shares	Amount		Par Value		Earnings		Loss		Equity		Interest		Equity			Shares	Amount		Par Value		Earnings		Loss		Equity		Interest		Equity
Balances as of February 1, 2021		2,821	$	282	$	3,646	$	88,763	$	(11,766)	$	80,925	$	6,606	$	87,531
Balances as of February 1, 2022																	Balances as of February 1, 2022	2,761	$	276	$	4,839	$	86,904	$	(8,766)	$	83,253	$	8,638	$	91,891
Consolidated net income	Consolidated net income	—	—		—		2,730		—		2,730		81		2,811		Consolidated net income	—	—		—		2,054		—		2,054		49		2,103
Other comprehensive income (loss), net of income taxes	Other comprehensive income (loss), net of income taxes	—	—		—		—		3,820		3,820		(74)		3,746		Other comprehensive income (loss), net of income taxes	—	—		—		—		268		268		7		275
Dividends declared ($2.20 per share)		—	—		—		(6,200)		—		(6,200)		—		(6,200)
Dividends declared ($2.24 per share)																	Dividends declared ($2.24 per share)	—	—		—		(6,173)		—		(6,173)		—		(6,173)
Purchase of Company stock	Purchase of Company stock	(21)	(2)		(112)		(2,718)		—		(2,832)		—		(2,832)		Purchase of Company stock	(17)	(2)		(125)		(2,249)		—		(2,376)		—		(2,376)
Dividends declared to noncontrolling interest		—	—		—		—		—		—		(408)		(408)

Sale of subsidiary stock	Sale of subsidiary stock	—	—		18		—		—		18		57		75		Sale of subsidiary stock	—	—		24		—		—		24		11		35
Other	Other	5	—		(128)		2		—		(126)		(5)		(131)		Other	4	1		(151)		(4)		—		(154)		(1)		(155)
Balances as of April 30, 2021		2,805	$	280	$	3,424	$	82,577	$	(7,946)	$	78,335	$	6,257	$	84,592
Consolidated net income		—	—		—		4,276		—		4,276		88		4,364
Other comprehensive income (loss), net of income taxes		—	—		—		—		(30)		(30)		78		48
Balances as of April 30, 2022																	Balances as of April 30, 2022	2,748	$	275	$	4,587	$	80,532	$	(8,498)	$	76,896	$	8,704	$	85,600

Purchase of Company stock		(17)	(2)		(94)		(2,273)		—		(2,369)		—		(2,369)
Dividends to noncontrolling interest		—	—		—		—		—		—		(10)		(10)
Sale of subsidiary stock		—	—		6		—		—		6		171		177
Other		3	—		319		(8)		—		311		14		325
Balances as of July 31, 2021		2,791	$	278	$	3,655	$	84,572	$	(7,976)	$	80,529	$	6,598	$	87,127
Consolidated net income		—	—		—		3,105		—		3,105		27		3,132
Other comprehensive loss, net of income taxes		—	—		—		—		(512)		(512)		(193)		(705)
Dividends		—	—		—		45		—		45		—		45
Purchase of Company stock		(14)	(1)		(87)		(2,044)		—		(2,132)		—		(2,132)
Dividends to noncontrolling interest		—	—		—		—		—		—		(6)		(6)
Sale of subsidiary stock		—	—		922		—		—		922		2,057		2,979
Other		1	—		321		(4)		—		317		—		317
Balances as of October 31, 2021		2,778	$	277	$	4,811	$	85,674	$	(8,488)	$	82,274	$	8,483	$	90,757

See accompanying notes.

~~Table of Contents~~

~~Walmart Inc.~~

~~Condensed Consolidated Statements of Shareholders' Equity~~

~~(Unaudited)~~


									Accumulated		Total														Accumulated		Total
					Capital in				Other		Walmart										Capital in				Other		Walmart		Nonredeemable
(Amounts in millions)	(Amounts in millions)	Common Stock			Excess of		Retained		Comprehensive		Shareholders'		Noncontrolling		Total		(Amounts in millions)	Common Stock			Excess of		Retained		Comprehensive		Shareholders'		Noncontrolling		Total
		Shares	Amount		Par Value		Earnings		Loss		Equity		Interest		Equity			Shares	Amount		Par Value		Earnings		Loss		Equity		Interest		Equity
Balances as of February 1, 2020		2,832	$	284	$	3,247	$	83,943	$	(12,805)	$	74,669	$	6,883	$	81,552
Balances as of February 1, 2021																	Balances as of February 1, 2021	2,821	$	282	$	3,646	$	88,763	$	(11,766)	$	80,925	$	6,606	$	87,531
Consolidated net income	Consolidated net income	—	—		—		3,990		—		3,990		84		4,074		Consolidated net income	—	—		—		2,730		—		2,730		81		2,811
Other comprehensive loss, net of income taxes		—	—		—		—		(3,363)		(3,363)		(712)		(4,075)
Dividends declared ($2.16 per share)		—	—		—		(6,117)		—		(6,117)		—		(6,117)
Other comprehensive income (loss), net of income taxes																	Other comprehensive income (loss), net of income taxes	—	—		—		—		3,820		3,820		(74)		3,746
Dividends declared ($2.20 per share)																	Dividends declared ($2.20 per share)	—	—		—		(6,200)		—		(6,200)		—		(6,200)
Purchase of Company stock	Purchase of Company stock	(6)	(1)		(26)		(666)		—		(693)		—		(693)		Purchase of Company stock	(21)	(2)		(112)		(2,718)		—		(2,832)		—		(2,832)
Dividends declared to noncontrolling interest	Dividends declared to noncontrolling interest	—	—		—		—		—		—		(359)		(359)		Dividends declared to noncontrolling interest	—	—		—		—		—		—		(408)		(408)
Sale of subsidiary stock	Sale of subsidiary stock	—	—		13		—		—		13		6		19		Sale of subsidiary stock	—	—		18		—		—		18		57		75
Other	Other	6	1		(251)		(9)		—		(259)		(32)		(291)		Other	5	—		(128)		2		—		(126)		(5)		(131)
Balances as of April 30, 2020		2,832	$	284	$	2,983	$	81,141	$	(16,168)	$	68,240	$	5,870	$	74,110
Consolidated net income		—	—		—		6,476		—		6,476		(37)		6,439
Other comprehensive income, net of income taxes		—	—		—		—		384		384		52		436

Dividends to noncontrolling interest		—	—		—		—		—		—		(3)		(3)
Sale of subsidiary stock		—	—		8		—		—		8		3		11
Other		2	(1)		206		(3)		—		202		2		204
Balances as of July 31, 2020		2,834	$	283	$	3,197	$	87,614	$	(15,784)	$	75,310	$	5,887	$	81,197
Consolidated net income		—	—		—		5,135		—		5,135		66		5,201
Other comprehensive income, net of income taxes		—	—		—		—		1,168		1,168		109		1,277

Purchase of Company stock		(4)	—		(17)		(469)		—		(486)		—		(486)
Dividends to noncontrolling interest		—	—		—		—		—		—		(8)		(8)
Sale of subsidiary stock		—	—		5		—		—		5		81		86
Other		1	—		300		(1)		—		299		(62)		237
Balances as of October 31, 2020		2,831	$	283	$	3,485	$	92,279	$	(14,616)	$	81,431	$	6,073	$	87,504
Balances as of April 30, 2021																	Balances as of April 30, 2021	2,805	$	280	$	3,424	$	82,577	$	(7,946)	$	78,335	$	6,257	$	84,592

See accompanying notes.

Table of Contents

Walmart Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Nine Months Ended October 31,					Three Months Ended April 30,
(Amounts in millions)	(Amounts in millions)	2021		2020		(Amounts in millions)	2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Consolidated net income	Consolidated net income	$	10,307	$	15,714	Consolidated net income	$	2,103	$	2,811

Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Adjustments to reconcile consolidated net income to net cash provided by (used in) operating activities:						Adjustments to reconcile consolidated net income to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	7,952		8,333		Depreciation and amortization	2,680		2,661
Net unrealized and realized (gains) and losses	Net unrealized and realized (gains) and losses	1,831		(6,883)		Net unrealized and realized (gains) and losses	1,989		2,077
Losses on disposal of business operations	Losses on disposal of business operations	433		1,028		Losses on disposal of business operations	—		433
Deferred income taxes	Deferred income taxes	(1,402)		1,246		Deferred income taxes	(69)		(155)
Loss on extinguishment of debt		2,410		—

Other operating activities	Other operating activities	1,057		930		Other operating activities	(59)		270
Changes in certain assets and liabilities, net of effects of acquisitions and dispositions:	Changes in certain assets and liabilities, net of effects of acquisitions and dispositions:					Changes in certain assets and liabilities, net of effects of acquisitions and dispositions:
Receivables, net	Receivables, net	(842)		165		Receivables, net	837		828
Inventories	Inventories	(12,663)		(8,260)		Inventories	(4,699)		(1,487)
Accounts payable	Accounts payable	7,906		8,553		Accounts payable	(1,640)		(1,004)
Accrued liabilities	Accrued liabilities	(722)		1,796		Accrued liabilities	(4,949)		(4,004)
Accrued income taxes	Accrued income taxes	24		258		Accrued income taxes	49		428
Net cash provided by operating activities		16,291		22,880
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	(3,758)		2,858

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Payments for property and equipment	Payments for property and equipment	(8,588)		(6,438)		Payments for property and equipment	(3,539)		(2,214)
Proceeds from the disposal of property and equipment	Proceeds from the disposal of property and equipment	290		99		Proceeds from the disposal of property and equipment	35		72
Proceeds from disposal of certain operations, net of divested cash	Proceeds from disposal of certain operations, net of divested cash	7,935		12		Proceeds from disposal of certain operations, net of divested cash	—		7,935

Payments for business acquisitions, net of cash acquired	Payments for business acquisitions, net of cash acquired	(248)		(180)		Payments for business acquisitions, net of cash acquired	(598)		—
Other investing activities	Other investing activities	(919)		—		Other investing activities	(456)		57
Net cash used in investing activities		(1,530)		(6,507)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	(4,558)		5,850

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Net change in short-term borrowings	Net change in short-term borrowings	228		(301)		Net change in short-term borrowings	10,995		138
Proceeds from issuance of long-term debt		6,945		—

Repayments of long-term debt	Repayments of long-term debt	(13,010)		(4,132)		Repayments of long-term debt	(926)		(510)
Premiums paid to extinguish debt		(2,317)		—

Dividends paid	Dividends paid	(4,627)		(4,582)		Dividends paid	(1,543)		(1,549)
Purchase of Company stock	Purchase of Company stock	(7,368)		(1,186)		Purchase of Company stock	(2,408)		(2,809)
Dividends paid to noncontrolling interest		(20)		(76)

Sale of subsidiary stock	Sale of subsidiary stock	3,231		116		Sale of subsidiary stock	35		75
Other financing activities	Other financing activities	(1,175)		(1,179)		Other financing activities	(838)		(744)
Net cash used in financing activities		(18,113)		(11,340)
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	5,315		(5,399)

Effect of exchange rates on cash, cash equivalents and restricted cash	Effect of exchange rates on cash, cash equivalents and restricted cash	(118)		(170)		Effect of exchange rates on cash, cash equivalents and restricted cash	49		(51)

Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	(3,470)		4,863		Net increase (decrease) in cash, cash equivalents and restricted cash	(2,952)		3,258
Change in cash and cash equivalents classified as held for sale		1,848		—
Change in cash and cash equivalents reclassified from assets held for sale						Change in cash and cash equivalents reclassified from assets held for sale	—		1,848
Cash, cash equivalents and restricted cash at beginning of year	Cash, cash equivalents and restricted cash at beginning of year	17,788		9,515		Cash, cash equivalents and restricted cash at beginning of year	14,834		17,788
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	16,166	$	14,378	Cash, cash equivalents and restricted cash at end of period	$	11,882	$	22,894

See accompanying notes.

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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. Certain previously reported amounts have been reclassified to conform to the current year presentation. 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, ~~2021~~2022 ("fiscal ~~2021"~~2022"). Therefore, the interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K.

The Company's 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 2021~~April 2022 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 ~~and operating income have~~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.

~~Investments~~Redeemable Noncontrolling Interest

~~Investments in~~Noncontrolling interests which are redeemable outside the Company's control at fixed or determinable prices and dates are presented as temporary equity ~~and debt securities are recorded in other long-term assets in~~on the Condensed Consolidated Balance Sheets. ~~Changes in fair~~Redeemable noncontrolling interests are recorded at the greater of the redemption value or the carrying value of ~~equity securities measured on~~the noncontrolling interest and adjusted each reporting period for income, loss and any distributions made. As of April 30, 2022, the Company has a ~~recurring basis are recognized in other gains and losses~~redeemable noncontrolling interest related to a recent acquisition in the ~~Condensed Consolidated Statements of Income. Refer~~Walmart U.S. segment as the minority interest owner holds a put option which may require the Company to ~~Note 5~~ for details. Equity investments without readily determinable fair values are carried at cost and are adjusted for any observable price changes or impairments within other gains and losses in the Condensed Consolidated Statements of Income. Investments in debt securities classified as trading are reportedpurchase their interest at fair value ~~with interest income recorded~~beginning in ~~interest income in the Condensed Consolidated Statements of Income. As of October 31, 2021, the Company had $1.0 billion in debt securities classified as trading.~~

~~Indemnification Liabilities~~

~~The Company has provided certain indemnifications in connection with its divestitures~~December 2027 and has recorded indemnification liabilities equal to the estimated fair value of the obligations upon inception. As of October 31, 2021 and January 31, 2021, the Company had $0.8 billion and $0.6 billion, respectively, of certain legal and tax indemnification liabilities recorded within deferred income taxes and other in the Condensed Consolidated Balance Sheets. The maximum amount of potential future payments under these indemnities was $3.5 billion, based on exchange rates as of October 31, 2021.annually thereafter.

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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 anti-dilutive and not included in the calculation of diluted net income per common share attributable to Walmart for the three ~~and nine~~ months ended ~~October 31, 2021~~April 30, 2022 and ~~2020.~~2021.

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,					Three Months Ended April 30,
(Amounts in millions, except per share data)	(Amounts in millions, except per share data)	2021		2020		2021		2020		(Amounts in millions, except per share data)	2022		2021
Numerator	Numerator									Numerator
Consolidated net income	Consolidated net income	$	3,132	$	5,201	$	10,307	$	15,714	Consolidated net income	$	2,103	$	2,811
Consolidated net income attributable to noncontrolling interest	Consolidated net income attributable to noncontrolling interest	(27)		(66)		(196)		(113)		Consolidated net income attributable to noncontrolling interest	(49)		(81)
Consolidated net income attributable to Walmart	Consolidated net income attributable to Walmart	$	3,105	$	5,135	$	10,111	$	15,601	Consolidated net income attributable to Walmart	$	2,054	$	2,730

Denominator	Denominator									Denominator
Weighted-average common shares outstanding, basic	Weighted-average common shares outstanding, basic	2,785		2,833		2,799		2,832		Weighted-average common shares outstanding, basic	2,754		2,815
Dilutive impact of share-based awards	Dilutive impact of share-based awards	12		16		14		17		Dilutive impact of share-based awards	11		14
Weighted-average common shares outstanding, diluted	Weighted-average common shares outstanding, diluted	2,797		2,849		2,813		2,849		Weighted-average common shares outstanding, diluted	2,765		2,829

Net income per common share attributable to Walmart	Net income per common share attributable to Walmart									Net income per common share attributable to Walmart
Basic	Basic	$	1.11	$	1.81	$	3.61	$	5.51	Basic	$	0.75	$	0.97
Diluted	Diluted	1.11		1.80		3.59		5.48		Diluted	0.74		0.97

Note 3. Accumulated Other Comprehensive Loss

Amounts reclassified from accumulated other comprehensive loss for derivative instruments are generally recorded in interest, net, in the Company's Condensed Consolidated Statements of Income. Amounts for the minimum pension liability, as well as the cumulative translation and any related net investment hedge impacts resulting from a disposition of a business, are recorded in other gains and losses in the Company's Condensed Consolidated Statements of Income. 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 Net Investment Hedges Cash Flow Hedges Minimum
Pension
Liability Total
Balances as of February 1, 2021 $ (10,772) $ 1,296 $ (304) $ (1,986) $ (11,766)
Other comprehensive loss before reclassifications, net (225) (7) (26) (1) (259)
Reclassifications related to business dispositions, net(1)
3,258 (1,195) 30 1,966 4,059
Reclassifications to income, net — — 16 4 20
Balances as of April 30, 2021 $ (7,739) $ 94 $ (284) $ (17) $ (7,946)
Other comprehensive income (loss) before reclassifications, net 123 — (193) (3) (73)
Reclassifications to income, net — — 38 5 43
Balances as of July 31, 2021 $ (7,616) $ 94 $ (439) $ (15) $ (7,976)
Other comprehensive income (loss) before reclassifications, net (330) — (181) 4 (507)
Reclassifications to income, net — — (2) (3) (5)
Balances as of October 31, 2021 $ (7,946) $ 94 $ (622) $ (14) $ (8,488)


(Amounts in millions and net of immaterial income taxes)	Currency Translation and Other		Net Investment Hedges		Cash Flow Hedges		Minimum Pension Liability		Total
Balances as of February 1, 2022	$	(8,100)	$	94	$	(748)	$	(12)	$	(8,766)

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

Reclassifications to income, net	—		—		16		1		17
Balances as of April 30, 2022	$	(7,875)	$	94	$	(706)	$	(11)	$	(8,498)


(Amounts in millions and net of immaterial income taxes)	Currency Translation and Other		Net Investment Hedges		Cash Flow Hedges		Minimum Pension Liability		Total
Balances as of February 1, 2021	$	(10,772)	$	1,296	$	(304)	$	(1,986)	$	(11,766)
Other comprehensive loss before reclassifications, net	(225)		(7)		(26)		(1)		(259)
Reclassifications related to business dispositions, net(1)	3,258		(1,195)		30		1,966		4,059
Reclassifications to income, net	—		—		16		4		20
Balances as of April 30, 2021	$	(7,739)	$	94	$	(284)	$	(17)	$	(7,946)

(1) Upon closing of the sale of the Company's operations in the U.K. and Japan during the first quarter of fiscal 2022, these amounts were released from accumulated other comprehensive loss, the majority of which was considered in the impairment evaluation when the individual disposal groups met the held for sale classification in fiscal 2021.
(Amounts in millions and net of immaterial income taxes) Currency
Translation and Other Net Investment Hedges Cash Flow Hedges Minimum
Pension
Liability Total
Balances as of February 1, 2020 $ (11,827) $ 1,517 $ (539) $ (1,956) $ (12,805)
Other comprehensive income (loss) before reclassifications, net (3,256) 157 (295) (4) (3,398)
Reclassifications to income, net — — 16 19 35
Balances as of April 30, 2020 $ (15,083) $ 1,674 $ (818) $ (1,941) $ (16,168)
Other comprehensive income (loss) before reclassifications, net 246 (191) 303 (2) 356
Reclassifications to income, net — — 10 18 28
Balances as of July 31, 2020 $ (14,837) $ 1,483 $ (505) $ (1,925) $ (15,784)
Other comprehensive income (loss) before reclassifications, net 1,153 (1) (13) (3) 1,136
Reclassifications to income, net — — 13 19 32
Balances as of October 31, 2020 $ (13,684) $ 1,482 $ (505) $ (1,909) $ (14,616)

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Note 4. Short-term Borrowings and Long-term Debt

The Company has various committed lines of credit in the U.S. that are used to support its commercial paper program. In April ~~2021,~~2022, 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, 2021~~April 30, 2022 and January 31, ~~2021,~~2022, all undrawn.

The following table provides the changes in the Company's long-term debt for the ~~nine~~three months ended ~~October 31, 2021:~~April 30, 2022:

(Amounts in millions) Long-term debt due within one year Long-term debt Total
Balances as of February 1, 2021 $ 3,115 $ 41,194 $ 44,309
Proceeds from issuance of long-term debt — 6,945 6,945
Repayments of long-term debt (3,010) (10,000) (13,010)
Reclassifications of long-term debt 1,461 (1,461) —
Other 9 (253) (244)
Balances as of October 31, 2021 $ 1,575 $ 36,425 $ 38,000

~~Debt Issuances~~

~~Information on significant long-term debt issued during the nine months ended October 31, 2021, for general corporate purposes and certain eligible green initiatives, is as follows:~~

(Amounts in millions)
Issue Date Principal Amount Maturity Date Fixed vs. Floating Interest Rate Net Proceeds
September 17, 2021 $1,250 September 17, 2026 Fixed 1.050% $ 1,243
September 22, 2021 $1,250 September 22, 2028 Fixed 1.500% 1,244
September 22, 2021 (1)
$2,000 September 22, 2031 Fixed 1.800% 1,981
September 22, 2021 $1,000 September 22, 2041 Fixed 2.500% 994
September 22, 2021 $1,500 September 22, 2051 Fixed 2.650% 1,483
Total $ 6,945

~~(1)~~ ~~Represents a green bond issuance for which an amount equal to the net proceeds is intended to fund certain eligible green investment initiatives through the maturity date of the bond.~~

These issuances are senior, unsecured notes which rank equally with all other senior, unsecured debt obligations of the Company, and are not convertible or exchangeable. These issuances do not contain any financial covenants and do not restrict the Company's ability to pay dividends or repurchase company stock.

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~~Maturities and Extinguishments~~

~~The following table provides details of debt repayments during the nine months ended October 31, 2021:~~

(Amounts in millions)
Maturity Date Principal Amount Fixed vs. Floating Interest Rate
Repayment(1)
April 15, 2021 $510 Fixed 4.250% $ 510
June 23, 2021 $750 Floating Floating 750
June 23, 2021 $1,750 Fixed 3.125% 1,750
Total repayment of matured debt 3,010
June 26, 2023 $2,750 Fixed 3.400% 470
October 15, 2023 $152 Fixed 6.750% 2
July 8, 2024 $1,500 Fixed 2.850% 510
December 15, 2024 $1,000 Fixed 2.650% 370
June 26, 2025 $1,500 Fixed 3.550% 625
July 8, 2026 $1,250 Fixed 3.050% 451
April 5, 2027 $483 Fixed 5.875% 110
June 26, 2028 $2,750 Fixed 3.700% 1,271
July 8, 2029 $1,250 Fixed 3.250% 517
September 24, 2029 $500 Fixed 2.375% 181
February 15, 2030 $588 Fixed 7.550% 119
September 1, 2035 $1,968 Fixed 5.250% 635
August 15, 2037 $1,300 Fixed 6.500% 262
April 15, 2038 $919 Fixed 6.200% 116
June 28, 2038 $1,500 Fixed 3.950% 925
April 1, 2040 $751 Fixed 5.625% 142
July 8, 2040 $378 Fixed 4.875% 101
October 25, 2040 $519 Fixed 5.000% 125
April 15, 2041 $918 Fixed 5.625% 305
April 11, 2043 $709 Fixed 4.000% 296
October 2, 2043 $269 Fixed 4.750% 38
April 22, 2044 $502 Fixed 4.300% 172
December 15, 2047 $1,000 Fixed 3.625% 566
June 29, 2048 $3,000 Fixed 4.050% 1,317
September 24, 2049 $1,000 Fixed 2.950% 371
Total repayment of extinguished debt(2)
10,000
Total $ 13,010

~~(1)~~ ~~Represents portion of the outstanding principal amount which was repaid during the nine months ended October 31, 2021.~~

~~(2)~~ ~~Individual repayment amounts may not sum due to rounding.~~

~~The Company recorded a $2.4 billion loss on extinguishment of debt during the three and nine months ended October 31, 2021, which included payment of $2.3 billion in early extinguishment premiums.~~


(Amounts in millions)	Long-term debt due within one year		Long-term debt		Total
Balances as of February 1, 2022	$	2,803	$	34,864	$	37,667

Repayments of long-term debt	(926)		—		(926)
Reclassifications of long-term debt	1,750		(1,750)		—
Other	(47)		(940)		(987)
Balances as of April 30, 2022	$	3,580	$	32,174	$	35,754

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.

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~~As described in~~ ~~Note 1, the~~The Company measures the fair value of certain equity investments on a recurring basis in the accompanying Condensed Consolidated Balance Sheets. The fair value of the Company's equity investments measured on a recurring basis is as follows:


(Amounts in millions)	(Amounts in millions)	Fair Value as of October 31, 2021		Fair Value as of January 31, 2021		(Amounts in millions)	Fair Value as of April 30, 2022		Fair Value as of January 31, 2022
Equity investments measured using Level 1 inputs	Equity investments measured using Level 1 inputs	$	6,124	$	6,517	Equity investments measured using Level 1 inputs	$	5,080	$	6,069
Equity investments measured using Level 2 inputs	Equity investments measured using Level 2 inputs	6,340		7,905		Equity investments measured using Level 2 inputs	4,810		5,819

Total	Total	$	12,464	$	14,422	Total	$	9,890	$	11,888

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, 2021~~April 30, 2022 and January 31, ~~2021,~~2022, the notional amounts and fair values of these derivatives were as follows:


		October 31, 2021					January 31, 2021						April 30, 2022					January 31, 2022
(Amounts in millions)	(Amounts in millions)	Notional Amount		Fair Value			Notional Amount		Fair Value			(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	Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges	$	4,719	$	91	(1)	$	3,250	$	166	(1)	Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges	$	8,021	$	(539)	(1)	$	8,021	$	(47)	(1)
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as net investment hedges		—		—			1,250		311		(1)

Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges	Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges	8,086		(881)		(2)	5,073		(394)		(2)	Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges	6,428		(1,121)		(1)	7,855		(1,048)		(1)

Total	Total	$	12,805	$	(790)		$	9,573	$	83		Total	$	14,449	$	(1,660)		$	15,876	$	(1,095)

(1)~~Classified primarily in other long-term assets within the Company's Condensed Consolidated Balance Sheets.~~

~~(2)~~Classified primarily 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.

As of January 31, 2021, the Company's operations in the U.K. ("Asda") and operations in Japan ("Seiyu") met the held for sale criteria, and as a result the Company recorded non-recurring impairment charges in the fourth quarter of fiscal 2021 as the carrying value of the disposal groups exceeded their fair value, less costs to sell. Upon completing the sales of Asda in February 2021 and Seiyu in March 2021, the Company recorded incremental non-recurring impairment charges of $0.4 billion in the first quarter of fiscal 2022 within other gains and losses in the Condensed Consolidated Statements of Income. Refer to ~~Note 6~~. The Company did not have ~~other~~any material assets or liabilities resulting in nonrecurring fair value measurements as of ~~October 31, 2021.~~April 30, 2022.

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.

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The Company's long-term debt is also recorded at cost. The fair value is estimated using Level 2 inputs based on the Company's current incremental borrowing rate for similar types of borrowing arrangements. The carrying value and fair value of the Company's long-term debt as of ~~October 31, 2021~~April 30, 2022 and January 31, ~~2021,~~2022, are as follows:


		October 31, 2021				January 31, 2021					April 30, 2022				January 31, 2022
(Amounts in millions)	(Amounts in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value		(Amounts in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including amounts due within one year	Long-term debt, including amounts due within one year	$	38,000	$	44,354	$	44,309	$	54,240	Long-term debt, including amounts due within one year	$	35,754	$	36,680	$	37,667	$	42,381

Note 6. ~~Divestitures~~

During fiscal 2022, the Company completed the following transactions related to the Company's Walmart International segment. After closing these transactions, total assets of the Walmart International segment were $94.8 billion as of October 31, 2021, as compared to $109.4 billion as of January 31, 2021.

~~Asda~~

In February 2021, the Company completed the divestiture of Asda, the Company's retail operations in the U.K., for net consideration of $9.6 billion. Upon closing of the transaction, the Company recorded an incremental pre-tax loss of $0.2 billion

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in other gains and losses in its Condensed Consolidated Statement of Income in the first quarter of fiscal 2022, primarily related to changes in the net assets of the disposal group, currency exchange rate fluctuations and customary purchase price adjustments upon closing. During the first quarter of fiscal 2022, the Company deconsolidated the financial statements of Asda and recognized its retained investment in Asda as a debt security within other long-term assets and also recognized certain legal and tax indemnity liabilities within deferred income taxes and other on the Condensed Consolidated Balance Sheet.

~~Seiyu~~

In March 2021, the Company completed the divestiture of Seiyu, the Company's retail operations in Japan, for net consideration of $1.2 billion. Upon closing of the transaction, the Company recorded an incremental pre-tax loss of $0.2 billion in other gains and losses in its Condensed Consolidated Statement of Income in the first quarter of fiscal 2022, primarily related to changes in the net assets of the disposal group, currency exchange rate fluctuations and customary purchase price adjustments upon closing. During the first quarter of fiscal 2022, the Company deconsolidated the financial statements of Seiyu and recognized its retained 15 percent ownership interest in Seiyu as an equity investment within other long-term assets on the Condensed Consolidated Balance Sheet.

~~Note 7.~~ Contingencies

Legal Proceedings

The Company is involved in a number of legal ~~proceedings.~~proceedings and certain regulatory matters. The Company has made accruals with respect to these matters, where appropriate, which are reflected in the Company's Condensed Consolidated Financial Statements. For some matters, a liability is not probable or the amount cannot be reasonably estimated and therefore an accrual has not been ~~made.~~recorded. However, where a liability is reasonably possible and may be material, such matters have been disclosed. 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 ~~condition,~~position, results of operations or cash flows.

Opioids Litigation

In December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous lawsuits filed against a wide array of defendants by various plaintiffs, including counties, cities, healthcare providers, Native American tribes, individuals, and third-party payers, asserting claims generally concerning the impacts of widespread opioid abuse. The consolidated multidistrict litigation is entitled In re National Prescription Opiate Litigation (MDL No. 2804) (the "MDL") and is pending in the U.S. District Court for the Northern District of Ohio. The Company is named as a defendant in some of the cases included in this multidistrict litigation. The liability phase of a trial in one of the MDL cases began on October 4, 2021 against a number of parties, including the Company, regarding opioid dispensing claims. On November 23, 2021, the jury found in favor of the plaintiffs as to the liability of all defendants, including the Company. The abatement phase of the trial, which will determine amounts owed by the defendants, began on May 10, 2022 and ended on May 17, 2022, and the parties will await a ruling from the court. The Company intends to appeal ~~this verdict.~~the jury verdict from the liability phase upon completion of the abatement phase of the trial.

Similar cases that name the Company have also been filed in state courts by state, local and tribal governments, health care providers and other plaintiffs. Plaintiffs are seeking compensatory and punitive damages, as well as injunctive relief including abatement. The Company cannot predict the number of such claims that may be filed, but believes it has substantial factual and legal defenses to these claims, and intends to defend the claims vigorously. The Company has also been responding to subpoenas, information requests and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids.

On ~~October~~December 22, 2020, ~~the Company filed a declaratory judgment action in the U.S. District Court for the Eastern District of Texas against~~ the U.S. Department of Justice (the "DOJ") and the U.S. Drug Enforcement Administration, asking a federal court to clarify the roles and responsibilities of pharmacists and pharmacies as to the dispensing and distribution of opioids under the Controlled Substances Act (the "CSA"). The Company’s action was dismissed. The Company has appealed this decision to the Fifth Circuit and awaits the court's decision.

~~On December 22, 2020, 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 ~~CSA.~~Controlled Substances Act (the"CSA"). The DOJ is seeking civil penalties and injunctive relief. The Company filed a motion to dismiss the DOJ complaint on February 22, 2021. The DOJ filed its opposition brief on April 23, 2021 and the Company filed its reply brief on May 24, 2021.On November 19, 2021, the District Court stayed further proceedings in the DOJ complaint pending the decision of the United States Supreme Court in 2 consolidated cases (not involving Walmart) interpreting the CSA.

In addition, the Company is the subject of 2 securities class actions alleging violations of the federal securities laws regarding the Company's disclosures with respect to opioids, filed in the U.S. District Court for the District of Delaware on January 20, 2021 and March 5, 2021 purportedly on behalf of a class of investors who acquired Walmart stock from March 30, 2016

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through December 22, 2020. Those cases have been consolidated. On October 8, 2021, the defendants filed a motion to dismiss the consolidated securities ~~action.~~action; the lead plaintiff responded to the motion on January 10, 2022; and the defendants filed their reply brief on February 10, 2022. Derivative actions were also filed by 2 of the Company's shareholders in the U.S. District Court for the District of Delaware on February 9, 2021 and April 16, 2021 alleging breach of fiduciary duties against certain of its current and former directors with respect to oversight of the Company's distribution and dispensing of opioids and also alleging violations of the federal securities laws and other breaches of duty by current directors and two current officers in connection with the Company's opioids disclosures. Those cases have been stayed pending developments in other Opioids Litigation matters. On September 27, 2021, 3 shareholders filed a derivative action in the Delaware Court of Chancery alleging that certain members of the current Board and certain former officers breached their fiduciary duties in failing to

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adequately oversee the Company's prescription opioids business. The defendants filed the opening brief on their motion to dismiss that case on December 21, 2021, and the plaintiffs responded by filing an amended complaint on February 22, 2022. On April 27, 2022, the defendants filed their opening brief in support of their motion to dismiss the amended complaint.

The Company cannot reasonably estimate any loss or range of loss that may arise from the various Opioids Litigation and intends to vigorously defend these litigation matters. Accordingly, the Company can provide no assurance as to the scope and outcome of these matters and no assurance as to whether its business, financial position, results of operations or cash flows will not be materially adversely affected.

Asda Equal Value Claims

~~Prior to the divestiture~~Asda, formerly a subsidiary of ~~Asda,~~ the Company, ~~through its Asda subsidiary,~~ 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 (the "Asda Equal Value Claims"), and further claims may be asserted in the future. Subsequent to the divestiture of Asda in February 2021, the Company will continue 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 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 outcomes of these matters.

Money Transfer Agent Services Matters

The Company has received grand jury subpoenas issued by the United States Attorney's Office for the Middle District of Pennsylvania seeking documents regarding the Company's consumer fraud 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. The Company has been responding to these subpoenas and is cooperating with the government's investigation. 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. While the Company had been engaged in discussions with the FTC regarding a potential resolution of this matter, the parties have not been able to reach a resolution. In May 2022, the FTC Bureau of Consumer Protection forwarded a revised draft complaint to the FTC seeking authority to file a civil complaint against the Company seeking various forms of monetary and injunctive relief regarding the Company’s anti-fraud program. The Company understands that the FTC voted to authorize the complaint on June 1, 2022. The Company cannot reasonably estimate any loss or range of loss that may arise from these matters. While the Company does not currently believe that the outcome of these matters will have a material adverse effect on its business, financial position, results of operations or cash flows, the Company can provide no assurance as to the scope and outcome of these matters and no assurance as to whether its business, financial position, results of operations or cash flows will not be materially adversely affected.

Note 8.7. 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 other units~~ located throughout the U.S., Africa, Canada, Central America, Chile, China, India and Mexico. The Company's operations are conducted in 3 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 and omni-channel initiatives. 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. When the measurement of a segment significantly changes, previous period amounts and balances are reclassified to be comparable to the current period's presentation.

~~Net sales by segment are as follows:~~

Three Months Ended October 31, Nine Months Ended October 31,
(Amounts in millions) 2021 2020 2021 2020
Net sales:
Walmart U.S. $ 96,609 $ 88,353 $ 287,968 $ 270,378
Walmart International 23,627 29,554 73,962 86,487
Sam's Club 18,971 15,845 54,307 47,383
Net sales $ 139,207 $ 133,752 $ 416,237 $ 404,248

~~Operating income by segment, as well as operating loss for corporate and support, interest, net, loss on extinguishment of debt and other gains and losses are as follows:~~

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Three Months Ended October 31, Nine Months Ended October 31,
(Amounts in millions) 2021 2020 2021 2020
Operating income (loss):
Walmart U.S. $ 4,860 $ 4,589 $ 16,404 $ 13,948
Walmart International 871 1,078 2,926 2,696
Sam's Club 475 431 1,710 1,517
Corporate and support (414) (320) (985) (1,100)
Operating income 5,792 5,778 20,055 17,061
Interest, net 442 516 1,456 1,700
Loss on extinguishment of debt 2,410 — 2,410 —
Other (gains) and losses (1,207) (1,853) 2,275 (5,796)
Income before income taxes $ 4,147 $ 7,115 $ 13,914 $ 21,157
Net sales by segment are as follows:


	Three Months Ended April 30,
(Amounts in millions)	2022		2021
Net sales:
Walmart U.S.	$	96,904	$	93,167
Walmart International	23,763		27,300
Sam's Club	19,621		16,692
Net sales	$	140,288	$	137,159

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)	2022		2021
Operating income (loss):
Walmart U.S.	$	4,462	$	5,455
Walmart International	772		1,194
Sam's Club	460		575
Corporate and support	(376)		(315)
Operating income	5,318		6,909
Interest, net	419		536

Other (gains) and losses	1,998		2,529
Income before income taxes	$	2,901	$	3,844

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)	(Amounts in millions)	Three Months Ended October 31,				Nine Months Ended October 31,				(Amounts in millions)	Three Months Ended April 30,
Walmart U.S. net sales by merchandise category	Walmart U.S. net sales by merchandise category	2021		2020		2021		2020		Walmart U.S. net sales by merchandise category	2022		2021
Grocery	Grocery	$	55,560	$	50,683	$	161,600	$	155,149	Grocery	$	56,764	$	51,391
General merchandise	General merchandise	28,544		26,927		90,858		84,075		General merchandise	27,379		30,607
Health and wellness	Health and wellness	11,030		9,806		31,480		28,560		Health and wellness	10,894		9,970
Other categories	Other categories	1,475		937		4,030		2,594		Other categories	1,867		1,199
Total	Total	$	96,609	$	88,353	$	287,968	$	270,378	Total	$	96,904	$	93,167

Of Walmart U.S.'s total net sales, approximately ~~$11.1~~$11.4 billion and ~~$10.3~~$11.3 billion related to eCommerce for the three months ended ~~October 31,~~April 30, 2022 and 2021, ~~and 2020, respectively, and approximately $33.6 billion and $29.1 billion related to eCommerce for the nine months ended October 31, 2021 and 2020,~~ respectively.


(Amounts in millions)	(Amounts in millions)	Three Months Ended October 31,				Nine Months Ended October 31,				(Amounts in millions)	Three Months Ended April 30,
Walmart International net sales by market	Walmart International net sales by market	2021		2020		2021		2020		Walmart International net sales by market	2022		2021
Mexico and Central America	Mexico and Central America	$	8,718	$	7,429	$	25,706	$	23,133	Mexico and Central America	$	9,088	$	8,330
United Kingdom		—		7,249		3,811		21,079
Canada	Canada	5,507		4,969		15,847		14,383		Canada	5,150		4,848
China	China	3,538		2,787		10,313		8,735		China	4,127		3,773
United Kingdom										United Kingdom	—		3,811
Other	Other	5,864		7,120		18,285		19,157		Other	5,398		6,538
Total	Total	$	23,627	$	29,554	$	73,962	$	86,487	Total	$	23,763	$	27,300

Of Walmart International's total net sales, approximately $4.3 billion related to eCommerce for ~~each of~~both the three months ended ~~October 31, 2021~~April 30, 2022 and ~~2020, respectively, and approximately $12.7 billion and $10.5 billion related to eCommerce for the nine months ended October 31, 2021 and 2020, respectively.~~2021.

(Amounts in millions) Three Months Ended October 31, Nine Months Ended October 31,
Sam’s Club net sales by merchandise category 2021 2020 2021 2020
Grocery and consumables $ 12,335 $ 10,450 $ 35,018 $ 31,526
Fuel, tobacco and other categories 2,932 1,942 8,047 6,023
Home and apparel 1,976 1,693 6,252 4,926
Health and wellness 1,037 1,017 2,934 2,849
Technology, office and entertainment 691 743 2,056 2,059
Total $ 18,971 $ 15,845 $ 54,307 $ 47,383

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(Amounts in millions)	Three Months Ended April 30,
Sam's Club net sales by merchandise category	2022		2021
Grocery and consumables	$	12,301	$	10,669
Fuel, tobacco and other categories	3,623		2,299
Home and apparel	2,050		2,082
Health and wellness	1,010		941
Technology, office and entertainment	637		701
Total	$	19,621	$	16,692

Of Sam's Club's total net sales, approximately ~~$1.7~~$1.9 billion and ~~$1.3~~$1.5 billion related to eCommerce for the three months ended ~~October 31,~~April 30, 2022 and 2021, ~~and 2020, respectively, and approximately $4.9 billion and $3.7 billion related to eCommerce for the nine months ended October 31, 2021 and 2020,~~ respectively.

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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, ~~2022~~2023 ("fiscal ~~2022"~~2023") and the fiscal year ended January 31, ~~2021~~2022 ("fiscal ~~2021"~~2022"), should be read in conjunction with our Condensed Consolidated Financial Statements as of and for the three ~~and nine~~ months ended ~~October 31, 2021,~~April 30, 2022, 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, ~~2021,~~2022, 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, ~~2021.~~2022.

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, including eCommerce sales, 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. 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 retail industry. The method of calculating comparable sales varies across the retail industry. As a result, our calculation of comparable sales is not necessarily comparable to similarly titled measures reported by other companies.

In discussing our operating results, the term currency exchange rates refers to the currency exchange rates we use to convert the operating results for countries where the functional currency is not the U.S. dollar into U.S. dollars. We calculate the effect of changes in currency exchange rates as the difference between current period activity translated using the current ~~period’s~~period's currency exchange rates and the comparable prior year ~~period’s~~period's currency exchange rates. Additionally, no currency exchange rate fluctuations are calculated for non-USD acquisitions until owned for 12 months. Throughout our discussion, we refer to the results of this calculation as the impact of currency exchange rate fluctuations. Volatility in currency exchange rates may impact the results, including net sales and operating income, of the Company and the Walmart International segment in the future.

Each of our segments contributes to the Company's operating results differently. Each, however, has generally maintained a consistent contribution rate to the Company's net sales and operating income in recent years other than minor changes to the contribution rate for the Walmart International segment due to fluctuations in currency exchange rates. ~~Consistent with our strategy to strengthen our Walmart International portfolio for the long-term, we completed the following actions during the nine months ended October 31, 2021:~~

•Completed the sale of Asda, our retail business in the U.K., for net consideration of $9.6 billion in February 2021. During the first quarter of fiscal 2022, we recognized an incremental non-cash loss of $0.2 billion, after tax, primarily due to changes in the net assets of the disposal group, currency exchange rate fluctuations and customary purchase price adjustments upon closing.

•Completed the sale of Seiyu, our retail business in Japan, for net consideration of $1.2 billion in March 2021. During the first quarter of fiscal 2022, we recognized an incremental non-cash loss of $0.2 billion, after tax, primarily due to changes in the net assets of the disposal group, currency exchange rate fluctuations and customary purchase price adjustments upon closing.

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We operate in the highly competitive omni-channel retail industry in all of the markets we serve. We face strong sales competition from other discount, department, drug, dollar, variety and specialty stores, warehouse clubs and supermarkets, as well as eCommerce businesses. Many of these competitors are national, regional or international chains or have a national or international omni-channel or eCommerce presence. We compete with a number of companies for attracting and retaining quality employees ("associates"). We, along with other retail companies, are influenced by a number of factors including, but not limited to: catastrophic events, weather and other risks related to climate change, global health epidemics, including the ~~ongoing~~ COVID-19 pandemic, competitive pressures, consumer disposable income, consumer debt levels and buying patterns, consumer credit availability, supply chain disruptions, cost and availability of goods, currency exchange rate fluctuations, customer preferences, deflation, inflation, fuel and energy prices, general economic conditions, insurance costs, interest rates, labor availability and costs, tax rates, the imposition of tariffs, cybersecurity attacks and unemployment. Further information on the factors that can affect our operating results and on certain risks to our Company and an investment in our securities can be found herein under "Item 5. Other Information."

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We expect continued uncertainty in our business and the global economy due to the duration and intensity of the ~~COVID–19~~COVID-19 pandemic; the duration and extent of economic stimulus measures; ~~timing~~the effectiveness and ~~effectiveness~~extent of ~~global vaccines, as well as potential impacts~~administration of ~~any related vaccine mandates on our workforce;~~vaccinations and medical treatment; pressure from inflation; supply chain disruptions; and volatility in employment trends and consumer confidence which may impact our results. For a detailed discussion on results of operations by reportable segment, refer to "Results of Operations" below.

Company Performance Metrics

We are committed to helping customers save money and live better through everyday low prices, supported by everyday low costs. At times, we adjust our business strategies to maintain and strengthen our competitive positions in the countries in which we operate. We define our financial framework as:

•strong, efficient growth;

•consistent operating discipline; and

•strategic capital allocation.

As we execute on this financial framework, we believe our returns on capital will improve over time.

Strong, Efficient Growth

Our objective of prioritizing strong, efficient growth means we will focus on the most productive growth opportunities, increasing comparable store and club sales, accelerating eCommerce sales growth and expansion of omni-channel initiatives while slowing the rate of growth of new stores and clubs. At times, we make strategic investments which are focused on the long-term growth of the Company.

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, including eCommerce sales, for a particular period over the corresponding period in the previous year. The retail industry generally reports comparable sales using the retail calendar (also known as the 4-5-4 calendar). To be consistent with the retail industry, we provide comparable sales using the retail calendar in our quarterly earnings releases. However, when we discuss our comparable sales below, we are referring to our calendar comparable sales calculated using our fiscal calendar, which may result in differences when compared to comparable sales using the retail calendar.

Calendar comparable sales, as well as the impact of fuel, for the three ~~and nine~~ months ended ~~October 31,~~April 30, 2022 and 2021, ~~and 2020,~~ were as follows:


		Three Months Ended October 31,								Nine Months Ended October 31,									Three Months Ended April 30,
		2021		2020		2021		2020		2021		2020		2021		2020			2022		2021		2022		2021
		With Fuel				Fuel Impact				With Fuel				Fuel Impact					With Fuel				Fuel Impact
Walmart U.S.	Walmart U.S.	9.4	%	6.6	%	0.4	%	(0.1)	%	6.7	%	8.9	%	0.4	%	(0.2)	%	Walmart U.S.	4.0	%	5.3	%	0.6	%	0.2	%
Sam's Club	Sam's Club	19.6	%	8.3	%	5.9	%	(3.3)	%	14.6	%	8.9	%	5.4	%	(3.8)	%	Sam's Club	17.4	%	10.1	%	6.9	%	3.9	%
Total U.S.	Total U.S.	11.0	%	6.8	%	1.3	%	(0.6)	%	7.9	%	8.9	%	1.2	%	(0.7)	%	Total U.S.	6.0	%	6.0	%	1.6	%	0.8	%

Comparable sales in the U.S., including fuel, increased ~~11.0% and 7.9%~~6.0% for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022 when compared to the same ~~periods~~period in the previous fiscal year. The Walmart U.S. segment had comparable sales growth of ~~9.4% and 6.7%~~4.0% for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022 driven by growth in ~~transactions and~~ average ticket, ~~which includes~~including strong ~~consumer spending from government stimulus~~sales in grocery and some higher inflation impacts in certain merchandise categories, ~~compared to recent years. In the first quarter of fiscal 2022, average ticket increased~~ while transactions decreased as customers consolidated shopping trips and purchased larger baskets. Transaction growth turned positive in April 2021 and continued with strong growth through the second and third quarters of fiscal 2022 as customers' pre-pandemic behaviors largely resumed.were relatively flat. The Walmart U.S. segment's eCommerce sales grew at a slower rate than total comparable sales which negatively contributed approximately ~~0.1%~~0.4% to comparable sales for the three months ended ~~October 31,~~

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2021 as customers shifted toward more in-store shopping as compared to the same period in the previous year. For the nine months ended October 31, 2021, eCommerce sales positively contributed approximately 1.3% to comparable sales, primarily driven by store pick-up and delivery.April 30, 2022.

Comparable sales at the Sam's Club segment increased ~~19.6% and 14.6%~~17.4% for the three ~~and nine~~ months ended ~~October 31, 2021, respectively.~~April 30, 2022. Growth in comparable sales benefited from growth in transactions and average ticket and ~~was aided by consumer spending due to government stimulus, and also includes~~included some higher inflation impacts in certain merchandise ~~categories compared to recent years. The growth in comparable sales was partially offset by our decision to remove tobacco from certain club locations.~~categories. The Sam's Club segment's eCommerce sales positively contributed approximately ~~1.1% and 1.7%~~0.5% to comparable sales for the three ~~and nine~~ months ended ~~October 31, 2021, respectively.~~April 30, 2022.

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Consistent Operating Discipline

We operate with discipline by managing expenses and optimizing the efficiency of how we work and creating an environment in which we have sustainable lowest cost to serve. We invest in technology and process improvements to increase productivity, manage inventory, and reduce costs. We measure operating discipline through expense leverage, which we define as net sales growing at a faster rate than operating, selling, general and administrative ("operating") expenses.


		Three Months Ended October 31,						Nine Months Ended October 31,							Three Months Ended April 30,
(Amounts in millions)	(Amounts in millions)	2021			2020			2021			2020			(Amounts in millions)	2022			2021
Net sales	Net sales	$	139,207		$	133,752		$	416,237		$	404,248		Net sales	$	140,288		$	137,159
Percentage change from comparable period	Percentage change from comparable period	4.1		%	5.3		%	3.0		%	6.6		%	Percentage change from comparable period	2.3		%	2.6		%
Operating, selling, general and administrative expenses	Operating, selling, general and administrative expenses	$	29,710		$	28,591		$	86,350		$	84,957		Operating, selling, general and administrative expenses	$	29,404		$	28,129
Percentage change from comparable period	Percentage change from comparable period	3.9		%	4.4		%	1.6		%	5.9		%	Percentage change from comparable period	4.5		%	2.8		%
Operating, selling, general and administrative expenses as a percentage of net sales	Operating, selling, general and administrative expenses as a percentage of net sales	21.3		%	21.4		%	20.7		%	21.0		%	Operating, selling, general and administrative expenses as a percentage of net sales	21.0		%	20.5		%

Operating expenses as a percentage of net sales ~~was relatively flat~~increased 45 basis points for the three months ended ~~October 31, 2021, which benefited from growth in net sales and $0.2 billion of lower incremental COVID-19 related costs as compared to the same period in the prior year, offset~~April 30, 2022, primarily driven by increased wage ~~investments primarily~~costs in the Walmart U.S. ~~segment. Operating expenses as a percentage of net sales decreased 27 basis points for the nine months ended October 31, 2021, primarily driven~~segment, partially offset by net sales growth and lower incremental COVID-19 related costs of $2.0 billion as compared to the same period in the prior year, partially offset by increased wage investments primarily in the Walmart U.S. segment.growth.

Strategic Capital Allocation

Our strategy includes improving our customer-facing initiatives in stores and clubs and creating a seamless omni-channel experience for our customers. As such, we are allocating more capital to supply chain, customer-facing initiatives, technology and store remodels, and less to new store and club openings. The following table provides additional detail:


(Amounts in millions)	(Amounts in millions)	Nine Months Ended October 31,			(Amounts in millions)				Three Months Ended April 30,
Allocation of Capital Expenditures	Allocation of Capital Expenditures		2021			2020		Allocation of Capital Expenditures		2022		2021
Supply chain, customer-facing initiatives and technology	Supply chain, customer-facing initiatives and technology		$	4,408		$	3,316	Supply chain, customer-facing initiatives and technology		$	2,063	$	1,013
Store and club remodels	Store and club remodels		2,375			1,531		Store and club remodels		981		613
New stores and clubs, including expansions and relocations	New stores and clubs, including expansions and relocations		112			64		New stores and clubs, including expansions and relocations		11		38
Total U.S.	Total U.S.		6,895			4,911		Total U.S.		3,055		1,664
Walmart International	Walmart International		1,693			1,527		Walmart International		484		550
Total Capital Expenditures	Total Capital Expenditures		$	8,588		$	6,438	Total Capital Expenditures		$	3,539	$	2,214

Returns

As we execute our financial framework, we believe our return on capital will improve over time. We measure return on capital with our return on investment and free cash flow metrics. In addition, we provide returns in the form of share repurchases and dividends, which are discussed in the Liquidity and Capital Resources section.

Return on Assets and Return on Investment

We include Return on Assets ("ROA"), the most directly comparable measure based on our financial statements presented in accordance with generally accepted accounting principles in the U.S. ("GAAP"), and Return on Investment ("ROI") as metrics to assess returns on assets. While ROI is considered a non-GAAP financial measure, management believes ROI is a meaningful metric to share with investors because it helps investors assess how effectively Walmart is deploying its assets. Trends in ROI can fluctuate over time as management balances long-term strategic initiatives with possible short-term impacts. ROA was ~~3.3%~~5.5% and ~~8.2%~~5.3% for the trailing twelve months ended ~~October 31,~~April 30, 2022 and 2021, ~~and 2020,~~ respectively. The ~~decrease~~increase in ROA was primarily due to ~~net fair value changes in our equity instruments as well as the losses on divestiture of our operations in the~~

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~~U.K. and Japan, partially offset by~~ the increase in ~~operating~~net income. ROI was ~~14.5%~~13.9% and ~~13.7%~~14.4% for the trailing twelve months ended ~~October 31,~~April 30, 2022 and 2021, ~~and 2020.~~respectively. The ~~increase~~decrease in ROI was primarily due to the increase in ~~operating income.~~average total assets driven by higher inventories.

We define ROI as adjusted operating income (operating income plus interest income, depreciation and amortization, and rent expense) for the trailing 12 months divided by average invested capital during that period. We consider average invested capital to be the average of our beginning and ending total assets, plus average accumulated depreciation and amortization, less average accounts payable and average accrued liabilities for that period.

Our calculation of ROI is considered a non-GAAP financial measure because we calculate ROI using financial measures that exclude and include amounts that are included and excluded in the most directly comparable GAAP financial measure. For example, we exclude the impact of depreciation and amortization from our reported operating income in calculating the numerator of our calculation of ROI. As mentioned above, we consider ROA to be the financial measure computed in accordance with GAAP most directly comparable to our calculation of ROI. ROI differs from ROA (which is consolidated net income for the period divided by average total assets for the period) because ROI: adjusts operating income to exclude certain expense items and adds interest income; and adjusts total assets for the impact of accumulated depreciation and amortization, accounts payable and accrued liabilities to arrive at total invested capital. Because of the adjustments mentioned above, we believe ROI more accurately measures how we are deploying our key assets and is more meaningful to investors than ROA.

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Although ROI is a standard financial measure, numerous methods exist for calculating a company's ROI. As a result, the method used by management to calculate our ROI may differ from the methods used by other companies to calculate their ROI.

The calculation of ROA and ROI, along with a reconciliation of ROI to the calculation of ROA, the most comparable GAAP financial measure, is as follows:


		For the Trailing Twelve Months Ending October 31,							For the Trailing Twelve Months Ending April 30,
(Amounts in millions)	(Amounts in millions)	2021			2020			(Amounts in millions)	2022			2021
CALCULATION OF RETURN ON ASSETS	CALCULATION OF RETURN ON ASSETS							CALCULATION OF RETURN ON ASSETS
Numerator	Numerator							Numerator
Consolidated net income	Consolidated net income	$	8,299		$	20,008		Consolidated net income	$	13,232		$	12,443
Denominator	Denominator							Denominator
Average total assets(1)	Average total assets(1)	$	247,857		$	245,347		Average total assets(1)	$	241,362		$	234,737
Return on assets (ROA)	Return on assets (ROA)	3.3		%	8.2		%	Return on assets (ROA)	5.5		%	5.3		%

CALCULATION OF RETURN ON INVESTMENT	CALCULATION OF RETURN ON INVESTMENT							CALCULATION OF RETURN ON INVESTMENT
Numerator	Numerator							Numerator
Operating income	Operating income	$	25,542		$	22,383		Operating income	$	24,351		$	24,233
+ Interest income	+ Interest income	141			132			+ Interest income	163			108
+ Depreciation and amortization	+ Depreciation and amortization	10,771			11,161			+ Depreciation and amortization	10,679			11,022
+ Rent	+ Rent	2,360			2,646			+ Rent	2,270			2,534
= ROI operating income	= ROI operating income	$	38,814		$	36,322		= ROI operating income	$	37,463		$	37,897

Denominator	Denominator							Denominator
Average total assets(1)	Average total assets(1)	$	247,857		$	245,347		Average total assets(1)	$	241,362		$	234,737
'+ Average accumulated depreciation and amortization(1)	'+ Average accumulated depreciation and amortization(1)	99,872			95,637			'+ Average accumulated depreciation and amortization(1)	100,315			95,424
'- Average accounts payable(1)	'- Average accounts payable(1)	55,654			51,951			'- Average accounts payable(1)	50,539			46,124
- Average accrued liabilities(1)	- Average accrued liabilities(1)	24,735			22,984			- Average accrued liabilities(1)	21,216			20,874
= Average invested capital	= Average invested capital	$	267,340		$	266,049		= Average invested capital	$	269,922		$	263,163
Return on investment (ROI)	Return on investment (ROI)	14.5		%	13.7		%	Return on investment (ROI)	13.9		%	14.4		%

(1) The average is based on the addition of the account balance at the end of the current period to the account balance at the end of the prior period and dividing by 2.


		As of October 31,							As of April 30,
		2021		2020		2019			2022		2021		2020
Certain Balance Sheet Data	Certain Balance Sheet Data							Certain Balance Sheet Data
Total assets	Total assets	$	244,851	$	250,863	$	239,830	Total assets	$	246,142	$	236,581	$	232,892
Accumulated depreciation and amortization	Accumulated depreciation and amortization	100,168		99,576		91,697		Accumulated depreciation and amortization	104,295		96,334		94,514
Accounts payable	Accounts payable	57,156		54,152		49,750		Accounts payable	52,926		48,151		44,096
Accrued liabilities	Accrued liabilities	24,474		24,995		20,973		Accrued liabilities	21,061		21,371		20,377

1918

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Free Cash Flow

Free cash flow is considered a non-GAAP financial measure.Management believes, however, that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating the Company's financial performance. Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. See Liquidity and Capital Resources for discussions of GAAP metrics including net cash provided by operating activities, net cash used in investing activities and net cash used in financing activities.

We define free cash flow as net cash used in or provided by operating activities in a period minus payments for property and equipment made in that period. ~~We had net~~Net cash ~~provided by~~used in operating activities ~~of $16.3~~was $3.8 billion for the ~~nine~~three months ended ~~October 31, 2021,~~April 30, 2022, which ~~decreased~~represents a decline of $6.6 billion when compared to ~~$22.9 billion for~~ the ~~nine months ended October 31, 2020~~same period in the prior year. The decline is primarily due to an increase in inventory costs and purchases to support strong sales, lower operating income and ~~lapping~~ the ~~impact~~timing of ~~accelerated inventory sell-through~~certain payments and payables. Free cash flow for the three months ended April 30, 2022 was negative $7.3 billion, which represents a decline of $7.9 billion when compared to the same period in ~~fiscal 2021,~~the prior year. The decline in free cash flow is due to the reduction in operating cash flows described above, as well as ~~timing and payment~~an increase of wages. We generated free cash flow of $7.7 billion for the nine months ended October 31, 2021, which decreased when compared to $16.4 billion for the nine months ended October 31, 2020 due to the same reasons as the decrease in net cash provided by operating activities, as well as $2.2$1.3 billion in ~~increased~~ capital ~~expenditures.~~expenditures to support our investment strategy.

Walmart's definition of free cash flow is limited in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to our Condensed Consolidated Statements of Cash Flows.

Although other companies report their free cash flow, numerous methods may exist for calculating a company's free cash flow. As a result, the method used by management to calculate our free cash flow may differ from the methods used by other companies to calculate their free cash flow.

The following table sets forth a reconciliation of free cash flow, a non-GAAP financial measure, to net cash provided by operating activities, which we believe to be the GAAP financial measure most directly comparable to free cash flow, as well as information regarding net cash used in investing activities and net cash used in financing activities.


		Nine Months Ended October 31,					Three Months Ended April 30,
(Amounts in millions)	(Amounts in millions)		2021		2020			(Amounts in millions)	2022		2021
Net cash provided by operating activities			$	16,291	$	22,880
Net cash provided by (used in) operating activities								Net cash provided by (used in) operating activities	$	(3,758)	$	2,858
Payments for property and equipment	Payments for property and equipment		(8,588)		(6,438)			Payments for property and equipment	(3,539)		(2,214)
Free cash flow	Free cash flow		$	7,703	$	16,442		Free cash flow	$	(7,297)	$	644

Net cash used in investing activities(1)			$	(1,530)	$	(6,507)
Net cash used in financing activities			(18,113)		(11,340)
Net cash provided by (used in) investing activities(1)								Net cash provided by (used in) investing activities(1)	$	(4,558)	$	5,850
Net cash provided by (used in) financing activities								Net cash provided by (used in) financing activities	5,315		(5,399)

(1) "Net cash ~~used in~~provided by (used in) investing activities" includes payments for property and equipment, which is also included in our computation of free cash flow.

2019

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Results of Operations

Consolidated Results of Operations


		Three Months Ended October 31,				Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions, except unit counts)	(Amounts in millions, except unit counts)	2021		2020		2021			2020		(Amounts in millions, except unit counts)	2022		2021
Total revenues	Total revenues	$	140,525	$	134,708	$	419,883		$	407,072	Total revenues	$	141,569	$	138,310
Percentage change from comparable period	Percentage change from comparable period	4.3%		5.2%		3.1		%	6.5%		Percentage change from comparable period	2.4%		2.7%
Net sales	Net sales	$	139,207	$	133,752	$	416,237		$	404,248	Net sales	$	140,288	$	137,159
Percentage change from comparable period	Percentage change from comparable period	4.1%		5.3%		3.0		%	6.6%		Percentage change from comparable period	2.3%		2.6%
Total U.S. calendar comparable sales increase	Total U.S. calendar comparable sales increase	11.0%		6.8%		7.9		%	8.9%		Total U.S. calendar comparable sales increase	6.0%		6.0%
Gross profit margin as a percentage of net sales	Gross profit margin as a percentage of net sales	24.6%		25.0%		24.7		%	24.5%		Gross profit margin as a percentage of net sales	23.8%		24.7%
Operating income	Operating income	$	5,792	$	5,778	$	20,055		$	17,061	Operating income	$	5,318	$	6,909
Operating income as a percentage of net sales	Operating income as a percentage of net sales	4.2%		4.3%		4.8		%	4.2%		Operating income as a percentage of net sales	3.8%		5.0%
Loss on extinguishment of debt		$	2,410	$	—	$	2,410		$	—

Other (gains) and losses	Other (gains) and losses	$	(1,207)	$	(1,853)	$	2,275		$	(5,796)	Other (gains) and losses	$	1,998	$	2,529
Consolidated net income	Consolidated net income	$	3,132	$	5,201	$	10,307		$	15,714	Consolidated net income	$	2,103	$	2,811
Unit counts at period end	Unit counts at period end	10,566		11,510		10,566			11,510		Unit counts at period end	10,585		10,526
Retail square feet at period end	Retail square feet at period end	1,065		1,128		1,065			1,128		Retail square feet at period end	1,059		1,065

Our total revenues, which are mostly comprised of net sales, but also include membership and other income, increased ~~$5.8~~$3.3 billion or ~~4.3% and $12.8 billion or 3.1%~~2.4% for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022, when compared to the same ~~periods~~period in the previous fiscal year. The ~~increases~~increase in ~~revenues were~~revenue was primarily due to strong positive comparable sales for the Walmart U.S. and Sam's Club segments which ~~benefited from strong U.S. consumer spending and some~~was impacted by higher inflation, along with positive comparable sales in ~~the majority~~each of our ~~remaining~~ international markets. ~~These increases were~~The increase in net sales was partially offset by ~~net sales decreases of $9.4~~a $5.0 billion ~~and $22.4 billion for the three and nine months ended October 31, 2021, respectively, primarily~~decrease related to the divestiture of our operations in the U.K. and Japan, which closed in ~~February 2021 and March 2021, respectively.~~the first quarter fiscal 2022. Net sales ~~also benefited from~~for the three months ended April 30, 2022 included a ~~$1.3~~$0.4 billion ~~and $4.7 billion positive~~negative impact of fluctuations in currency exchange ~~rates for the three and nine months ended October 31, 2021, respectively.~~rates.

Gross profit as a percentage of net sales ("gross profit rate") decreased 4287 basis points for the three months ended ~~October 31, 2021~~April 30, 2022, when compared to the same period in the previous fiscal year ~~primarily due to~~driven by higher supply chain costs, product and fuel mix, ~~in the Walmart U.S.~~ and ~~Sam's Club segments. These decreases were partially offset by benefits in the Walmart U.S. segment related to lower markdowns, price management, and growth in our advertising business.~~

Gross profit rate increased 15 basis points for the nine months ended October 31, 2021 when compared to the same period in the previous fiscal year. The decrease for the three months ended October 31, 2021 was more than offset by increases in the first quarter of fiscal 2022 primarily driven by mix shifts into general merchandise in the Walmart U.S. segment, due in part to government stimulus spending, lower markdowns and lapping last year's COVID-19 related mix shifts into lower margin categories such as food and consumables.inflation.

Loss on extinguishment of debt was $2.4 billion for both the three and nine months ended October 31, 2021, due to the early retirement of certain higher rate long-term debt to reduce interest expense in future periods.growth.

Other gains and losses for the three months ended ~~October 31, 2021~~April 30, 2022 consisted of a net ~~gain~~loss of ~~$1.2~~$2.0 billion primarily associated with the fair value changes of our equity investments. ~~Other~~For the three months ended April 30, 2021, other gains and losses ~~for the nine months ended October 31, 2021~~ consisted of a net loss of ~~$2.3~~$2.5 billion, which primarily reflects ~~$1.8~~$2.1 billion in net losses associated with the fair value changes of our equity investments, as well as $0.4 billion in incremental losses associated with the divestiture of our operations in the U.K. and Japan upon closing of the transactions during the first quarter of fiscal 2022. For the three and nine months ended October 31, 2020, other gains and losses consisted of a net gain of $1.9 billion and $5.8 billion, respectively, primarily representing the fair value changes of our equity investments and the loss on sale of Walmart Argentina.

Our effective income tax rate was ~~24.5% and 25.9%~~27.5% for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022, compared to 26.9% ~~and 25.7%~~ for the same ~~periods~~period in the previous fiscal year. The decrease in effective tax rate for the three months ended October 31, 2021 is primarily due to the loss on sale of Walmart Argentina recorded in the third quarter of fiscal 2021, as it provided minimal realizable tax benefit. Our effective income tax rate may fluctuate from quarter to quarter as a result of factors including changes in our assessment of certain tax contingencies, valuation allowances, changes in tax law,

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outcomes of administrative audits, the impact of discrete items and the mix and size of earnings among our U.S. operations and international operations, which are subject to statutory rates that may be different than the U.S. statutory rate.

As a result of the factors discussed above, consolidated net income decreased ~~$2.1 billion and $5.4~~$0.7 billion for the three ~~and nine~~ months ended ~~October 31, 2021 respectively,~~April 30, 2022, when compared to the same ~~periods~~period in the previous fiscal year. Accordingly, diluted net income per common share attributable to Walmart was ~~$1.11 and $3.59~~$0.74 for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022, which represents ~~respective decreases~~a decrease of ~~$0.69 and $1.89,~~$0.23 when compared to the same ~~periods~~period in the previous fiscal year.

Walmart U.S. Segment


		Three Months Ended October 31,						Nine Months Ended October 31,							Three Months Ended April 30,
(Amounts in millions, except unit counts)	(Amounts in millions, except unit counts)	2021			2020			2021			2020			(Amounts in millions, except unit counts)	2022			2021
Net sales	Net sales	$	96,609		$	88,353		$	287,968		$	270,378		Net sales	$	96,904		$	93,167
Percentage change from comparable period	Percentage change from comparable period	9.3		%	6.2		%	6.5		%	8.7		%	Percentage change from comparable period	4.0		%	5.0		%
Calendar comparable sales increase	Calendar comparable sales increase	9.4		%	6.6		%	6.7		%	8.9		%	Calendar comparable sales increase	4.0		%	5.3		%
Operating income	Operating income	$	4,860		$	4,589		$	16,404		$	13,948		Operating income	$	4,462		$	5,455
Operating income as a percentage of net sales	Operating income as a percentage of net sales	5.0		%	5.2		%	5.7		%	5.2		%	Operating income as a percentage of net sales	4.6		%	5.9		%
Unit counts at period end	Unit counts at period end	4,742			4,748			4,742			4,748			Unit counts at period end	4,735			4,743
Retail square feet at period end	Retail square feet at period end	703			703			703			703			Retail square feet at period end	702			703

Net sales for the Walmart U.S. segment increased ~~$8.3~~$3.7 billion or ~~9.3% and $17.6 billion or 6.5%~~4.0% for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022, when compared to the same ~~periods~~period in the previous fiscal year. The ~~increases were~~increase was due to comparable sales of ~~9.4% and 6.7%~~4.0% for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022, driven by growth in ~~transactions and~~ average ticket, ~~which includes~~including strong ~~consumer spending from government stimulus~~sales in grocery and some higher inflation

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impacts in certain merchandise categories, ~~compared to recent years. In the first quarter of fiscal 2022, average ticket increased~~ while transactions decreased as customers consolidated shopping trips and purchased larger baskets. Transaction growth turned positive in April 2021 and continued with strong growth through the second and third quarters of fiscal 2022 as customers' pre-pandemic behaviors largely resumed.were relatively flat. The Walmart U.S. segment's eCommerce sales grew at a slower rate than total comparable sales which negatively contributed approximately ~~0.1%~~0.4% to comparable sales for the three months ended October 31, 2021 as customers shifted toward more in-store shopping as compared to the same period in the previous year. For the nine months ended, eCommerce sales positively contributed approximately 1.3% to comparable sales, primarily driven by store pick-up and delivery.April 30, 2022.

Gross profit rate decreased 1238 basis points for the three months ended ~~October 31, 2021~~April 30, 2022, when compared to the same period in the previous fiscal year, primarily driven by ~~higher~~increased supply chain costs and ~~fuel~~product mix shifts into lower margin categories, partially offset by ~~lower markdowns,~~ price management and growth in our advertising business. For the nine months ended October 31, 2021, gross profit rate increased 50 basis points due primarily to shifts into general merchandise due in part to government stimulus spending and lapping last year's COVID-related mix shifts into food and consumables in the first quarter of fiscal 2021. Gross profit rate was also impactedimpacts driven by ~~lower markdowns, lapping the temporary closures of our Auto Care Centers and Vision centers, price management, and growth in our advertising business, partially offset by increased supply chain costs.~~higher cost inflation.

Operating expenses as a percentage of net sales increased 2095 basis points for the three months ended ~~October 31, 2021~~April 30, 2022, when compared to the same period in the previous fiscal year, primarily driven by increased wage ~~investments,~~costs, partially offset by strong sales growth and ~~$0.1~~$0.2 billion of lower incremental COVID-19 costs. Operating expenses as a percentage of net sales were relatively flat for the nine months ended October 31, 2021 when compared to the same period in the previous fiscal year, which benefited from strong sales, lower incremental COVID-19 costs of $1.5 billion and lapping a $0.4 billion business restructuring charge in the second quarter of fiscal 2021, partially offset by increased investments in wages.

As a result of the factors discussed above, operating income ~~increased $0.3 billion and $2.5~~decreased $1.0 billion for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022, when compared to the same ~~periods~~period in the previous fiscal year.

Walmart International Segment

Three Months Ended October 31, Nine Months Ended October 31,
(Amounts in millions, except unit counts) 2021 2020 2021 2020
Net sales $ 23,627 $ 29,554 $ 73,962 $ 86,487
Percentage change from comparable period (20.1) % 1.3 % (14.5) % (0.7) %
Operating income $ 871 $ 1,078 $ 2,926 $ 2,696
Operating income as a percentage of net sales 3.7 % 3.6 % 4.0 % 3.1 %
Unit counts at period end 5,224 6,163 5,224 6,163
Retail square feet at period end 282 345 282 345

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	Three Months Ended April 30,
(Amounts in millions, except unit counts)	2022			2021
Net sales	$	23,763		$	27,300
Percentage change from comparable period	(13.0)		%	(8.3)		%
Operating income	$	772		$	1,194
Operating income as a percentage of net sales	3.2		%	4.4		%
Unit counts at period end	5,250			5,184
Retail square feet at period end	277			282

Net sales for the Walmart International segment decreased ~~$5.9~~$3.5 billion or ~~20.1% and $12.5 billion or 14.5%~~13.0% for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022, when compared to the same ~~periods~~period in the previous fiscal year. The reduction in net sales was due to ~~decreases of $9.4~~a $5.0 billion ~~and $22.4 billion for the three and nine months ended October 31, 2021, respectively, primarily~~decrease related to the divestiture of ~~Asda~~our operations in the U.K. and ~~Seiyu~~Japan during the first quarter of fiscal ~~2022. The decreases were~~2022, partially offset by positive ~~net~~comparables sales ~~growth~~ in ~~the majority~~each of our remaining markets. Net sales for the three ~~and nine~~ months ended ~~October 31, 2021~~April 30, 2022 included ~~positive~~negative fluctuations in currency exchange rates of ~~$1.3 billion and $4.7 billion, respectively.~~$0.4 billion.

Gross profit rate decreased 86108 basis points for the three months ended ~~October 31, 2021~~April 30, 2022, when compared to the same period in the previous fiscal year, primarily driven by higher markdowns and shifts into lower margin ~~formats. The~~formats and channels in China, as well as the impact related to our divested ~~markets also negatively impacted our gross profit rate. Gross profit rate decreased 38~~markets.

Operating expenses as a percentage of net sales increased 12 basis points for the ~~nine~~three months ended ~~October 31, 2021,~~April 30, 2022, when compared to the same period in the previous fiscal year, primarily driven by shifts into lower margin formats and the decrease related to our divested markets, partially offset by benefits in the first quarter of fiscal 2022 related to mix shifts into higher margin categories and lower markdowns.

Operating expenses as a percentage of net sales decreased 10 and 62 basis points for the three and nine months ended October 31, 2021, respectively when compared to the same periods in the previous fiscal year, primarily due to ~~lower incremental COVID-19 related costs and~~ impacts from the divested markets. Additionally, operating expenses as a percentage of net sales for the nine months ended October 31, 2021 benefited from depreciation and amortization expense not having been recorded for our operations in the U.K. and Japan subsequent to their held for sale classification at the end of fiscal 2021 and prior to closing during the first quarter of fiscal 2022.

~~Operating income for the three and nine months ended October 31, 2021 included positive fluctuations in currency exchange rates of $0.1 billion and $0.3 billion, respectively.~~ As a result of the factors discussed above, operating income decreased ~~$0.2 billion and increased $0.2~~$0.4 billion for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022, when compared to the same ~~periods~~period in the previous fiscal year.

Sam's Club Segment


		Three Months Ended October 31,						Nine Months Ended October 31,							Three Months Ended April 30,
(Amounts in millions, except unit counts)	(Amounts in millions, except unit counts)	2021			2020			2021			2020			(Amounts in millions, except unit counts)	2022			2021
Including Fuel	Including Fuel													Including Fuel
Net sales	Net sales	$	18,971		$	15,845		$	54,307		$	47,383		Net sales	$	19,621		$	16,692
Percentage change from comparable period	Percentage change from comparable period	19.7		%	8.3		%	14.6		%	8.9		%	Percentage change from comparable period	17.5		%	10.1		%
Calendar comparable sales increase	Calendar comparable sales increase	19.6		%	8.3		%	14.6		%	8.9		%	Calendar comparable sales increase	17.4		%	10.1		%
Operating income	Operating income	$	475		$	431		$	1,710		$	1,517		Operating income	$	460		$	575
Operating income as a percentage of net sales	Operating income as a percentage of net sales	2.5		%	2.7		%	3.1		%	3.2		%	Operating income as a percentage of net sales	2.3		%	3.4		%
Unit counts at period end	Unit counts at period end	600			599			600			599			Unit counts at period end	600			599
Retail square feet at period end	Retail square feet at period end	80			80			80			80			Retail square feet at period end	80			80

Excluding Fuel (1)	Excluding Fuel (1)													Excluding Fuel (1)
Net sales	Net sales	$	16,614		$	14,596		$	47,988		$	43,929		Net sales	$	16,532		$	14,937
Percentage change from comparable period	Percentage change from comparable period	13.8		%	11.6		%	9.2		%	12.7		%	Percentage change from comparable period	10.7		%	6.2		%
Operating income	Operating income	$	368		$	358		$	1,473		$	1,283		Operating income	$	335		$	530
Operating income as a percentage of net sales	Operating income as a percentage of net sales	2.2		%	2.5		%	3.1		%	2.9		%	Operating income as a percentage of net sales	2.0		%	3.5		%

(1) We believe the "Excluding Fuel" information is useful to investors because it permits investors to understand the effect of the Sam's Club segment's fuel sales on its results of operations, which are impacted by the volatility of fuel prices. Volatility in fuel prices may continue to impact the operating results of the Sam's Club segment in the future.

Net sales for the Sam's Club segment increased ~~$3.1~~$2.9 billion or ~~19.7% and $6.9 billion or 14.6%~~17.5% for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022, when compared to the same ~~periods~~period in the previous fiscal year. The increases were primarily due to comparable sales, including fuel, of ~~19.6% and 14.6%~~17.4% for the three ~~and nine~~ months ended ~~October 31, 2021, respectively.~~April 30, 2022. Growth in comparable sales benefited from growth in transactions and average ticket and was aided by consumer spending due to government stimulus, and also includes some higher inflation impacts in certain merchandise categories compared to recent years. The growth in comparable sales was partially offset by our decision to remove tobacco from certain club locations. Sam's Club eCommerce net sales positively contributed approximately 1.1% and 1.7% to comparable sales for the three and nine months ended October 31, 2021, respectively.

Gross profit rate decreased 127 and 75 basis points for the three and nine months ended October 31, 2021, respectively, when compared to the same periods in the previous fiscal year. The gross profit rates were negatively impacted by higher supply chain costs, increased fuel sales which have lower margins, and cost inflation. The decrease in gross profit rate for the nine months ended October 31, 2021 was partially offset by favorable sales mix, including reduced tobacco sales.

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~~Membership~~average ticket and ~~other income increased 14.4% and 13.0%~~included some higher inflation impacts in certain merchandise categories. Sam's Club eCommerce net sales positively contributed approximately 0.5% to comparable sales for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022.

Gross profit rate decreased 216 basis points for the three months ended April 30, 2022, when compared to the same ~~periods~~period in the previous fiscal year. The ~~increases were~~gross profit rate was negatively impacted by higher supply chain costs, elevated inflation and markdowns caused by inventory delays.

Membership and other income increased 11.9% for the three months ended April 30, 2022, when compared to the same period in the previous fiscal year. The increase was due to increases in ~~overall renewal rates,~~ new member sign-ups and Plus penetration.

Operating expenses as a percentage of segment net sales decreased 117 ~~and 73~~ basis points for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022, when compared to the same ~~periods~~period in the previous fiscal ~~year. The decreases were~~year, primarily ~~the result of~~driven by higher fuel sales as well as a benefit from lower incremental COVID-19 related costs. The decrease in operating expense as a percentage of segment net sales for the nine months ended October 31, 2021 was partially offset by reduced tobacco sales.

As a result of the factors discussed above, operating income ~~increased $44 million and $193~~decreased $115 million for the three ~~and nine~~ months ended ~~October 31, 2021, respectively,~~April 30, 2022, when compared to the same ~~periods~~period in the previous fiscal year.

Liquidity and Capital Resources

Liquidity

The strength and stability of our operations have historically supplied us with a significant source of liquidity. Our cash flows provided by operating activities, supplemented with our long-term debt and short-term borrowings, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our operations. Generally, some or all of the remaining available cash flow has been used to fund ~~the~~ dividends on our common stock and share repurchases. ~~In the current environment,~~weWe believe our sources of liquidity will continue to be ~~adequate~~sufficient to fund operations, finance our global investment ~~and expansion~~ activities, pay dividends and fund our share repurchases for at least the next 12 months and thereafter for the foreseeable future.

Net Cash Provided by or Used in Operating Activities


		Nine Months Ended October 31,					Three Months Ended April 30,
(Amounts in millions)	(Amounts in millions)		2021		2020			(Amounts in millions)	2022		2021
Net cash provided by operating activities			$	16,291	$	22,880
Net cash provided by (used in) operating activities								Net cash provided by (used in) operating activities	$	(3,758)	$	2,858

Net cash used in operating activities was $3.8 billion as compared to net cash provided by operating activities ~~was $16.3 billion and $22.9~~of $2.9 billion for the ~~nine~~three months ended ~~October 31,~~April 30, 2022 and 2021, ~~and 2020,~~ respectively. The ~~decrease in cash provided by operating activities for the nine months ended October 31, 2021 was~~decline is primarily due to an increase in inventory costs and purchases to support strong sales, lower operating income and ~~lapping~~ the ~~impact~~timing of ~~accelerated inventory sell-through in fiscal 2021, as well as timing~~certain payments and ~~payment of wages.~~payables.

Cash Equivalents and Working Capital Deficit

Cash and cash equivalents were ~~$16.1~~$11.8 billion and ~~$14.3~~$22.8 billion at ~~October 31,~~April 30, 2022 and 2021, ~~and 2020,~~ respectively. Our working capital deficit was ~~$4.7~~$13.3 billion as of ~~October 31, 2021,~~April 30, 2022, which ~~decreased~~increased when compared to ~~$14.5~~$4.3 billion as of ~~October 31, 2020,~~April 30, 2021, primarily driven by an increase in short-term borrowings and a decrease in cash and cash equivalents, partially offset by the increase in inventory described above. We generally operate with a working capital deficit due to our efficient use of cash in funding operations, consistent access to the capital markets and returns provided to our shareholders in the form of payments of cash dividends and share repurchases.

As of ~~October 31, 2021~~April 30, 2022 and January 31, ~~2021,~~2022, cash and cash equivalents of ~~$5.5~~$3.3 billion and ~~$2.8~~$4.3 billion, respectively, may not be freely transferable to the U.S. due to local laws or other restrictions. Of the ~~$5.5~~$3.3 billion at ~~October 31, 2021,~~April 30, 2022, approximately ~~$2.8~~$1.5 billion can only be accessed through dividends or intercompany financing arrangements subject to approval of the Flipkart minority shareholders; however, this cash is expected to be utilized ~~to fund the operations of~~by Flipkart.

Net Cash Provided by or Used inIn Investing Activities


		Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions)	(Amounts in millions)		2021		2020		(Amounts in millions)		2022		2021
Net cash used in investing activities			$	(1,530)	$	(6,507)
Net cash provided by (used in) investing activities							Net cash provided by (used in) investing activities		$	(4,558)	$	5,850

Net cash used in investing activities was ~~$1.5~~$4.6 billion as compared to ~~$6.5~~net cash provided by investing activities of $5.9 billion for the ~~nine~~three months ended ~~October 31,~~April 30, 2022 and 2021, ~~and 2020,~~ respectively. Net cash used in investing activities ~~decreased $5.0~~increased $10.4 billion for the ~~nine~~three months ended ~~October 31, 2021~~April 30, 2022 primarily ~~due to~~as a result of lapping the net proceeds received from the divestitures of ~~Asda~~our operations in the U.K. and ~~Seiyu, partially offset by increased capital expenditures.~~

~~Growth activities~~

~~For the fiscal year ending January 31, 2022, we project~~Japan and an increase in capital expenditures ~~will be approximately $13 billion, with a focus on supply chain, automation, customer-facing initiatives and technology. Refer~~ to ~~the "Strat~~e ~~gic Capital Allocation" section in~~support our ~~Company Performance Metrics~~ ~~for capital expenditure detail for the nine months ended October 31, 2021 and 2020.~~investment strategy.

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Net Cash Provided by or Used in Financing Activities


		Nine Months Ended October 31,						Three Months Ended April 30,
(Amounts in millions)	(Amounts in millions)		2021		2020		(Amounts in millions)		2022		2021
Net cash used in financing activities			$	(18,113)	$	(11,340)
Net cash provided by (used in) financing activities							Net cash provided by (used in) financing activities		$	5,315	$	(5,399)

Net cash from financing activities generally consists of transactions related to our short-term and long-term debt, dividends paid and the repurchase of ~~the Company's common~~Company stock. Transactions with noncontrolling interest shareholders are also classified as cash flows from financing activities. Net cash provided by financing activities was $5.3 billion as compared to net cash used in financing activities ~~was $18.1 billion as compared to $11.3~~of $5.4 billion for the ~~nine~~three months ended ~~October 31,~~April 30, 2022 and 2021, ~~and 2020,~~ respectively. The increase in net cash ~~used in~~provided by financing activities is primarily due to ~~repayments of long-term debt and related payment of premiums for the early extinguishment of certain notes, as well as increased share repurchases, partially offset by new long-term debt issuances~~an increase in ~~the current year and equity funding from the sale of subsidiary stock. During the nine months ended October 31, 2021, the Company received $3.2 billion related~~short-term borrowings to the sale of stock by certain of its subsidiaries, primarily related to a new equity funding which reduced the Company's ownership of its majority-owned Flipkart subsidiary from approximately 83% as of January 31, 2021, to approximately 75%.fund working capital needs.

In April ~~2021,~~2022, 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, we had committed lines of credit in the U.S. of $15.0 billion at ~~October 31, 2021,~~April 30, 2022, all undrawn.

Long-term Debt

The following table provides the changes in our long-term debt for the ~~nine~~three months ended ~~October 31, 2021:~~April 30, 2022:

Our total outstanding long-term debt decreased $6.3 billion during the nine months ended October 31, 2021, primarily due to the extinguishment and maturities of certain long-term debt, partially offset by the issuance of new long-term debt in September 2021. Refer to ~~Note 4~~ to our Condensed Consolidated Financial Statements for details on the maturities, extinguishment and issuances of long-term debt. The early extinguishment of certain long-term debt allowed us to retire higher rate debt to reduce interest expense in future periods. In connection with this early extinguishment of debt, the Company paid premiums of $2.3 billion, which represents the majority of the $2.4 billion loss recorded on the transaction during the nine months ended October 31, 2021.


(Amounts in millions)	Long-term debt due within one year		Long-term debt		Total
Balances as of February 1, 2022	$	2,803	$	34,864	$	37,667

Repayments of long-term debt	(926)		—		(926)
Reclassifications of long-term debt	1,750		(1,750)		—
Other	(47)		(940)		(987)
Balances as of April 30, 2022	$	3,580	$	32,174	$	35,754

Dividends

Effective February ~~18, 2021,~~17, 2022, the Board of Directors approved the fiscal 2023 annual dividend of $2.24 per share, an increase over the fiscal 2022 annual dividend of $2.20 per ~~share, an increase over the fiscal 2021 annual dividend of $2.16 per~~ share. For fiscal ~~2022,~~2023, the annual dividend was or will be paid in four quarterly installments of ~~$0.55~~$0.56 per share, according to the following record and payable dates:


Record Date						Payable Date
March ~~19, 2021~~18, 2022						April ~~5, 2021~~4, 2022
May ~~7, 2021~~6, 2022						~~June 1, 2021~~May 31, 2022
August ~~13, 2021~~12, 2022						September ~~7, 2021~~6, 2022
December ~~10, 2021~~9, 2022						January 3, ~~2022~~2023

The dividend installments payable on April ~~5, 2021, June 1, 2021~~4, 2022 and ~~September 7, 2021~~May 31, 2022 were paid as scheduled.

Company Share Repurchase Program

From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors. All repurchases made ~~prior to February 22, 2021~~during the three months ended April 30, 2022 were made under the ~~plan in effect at the beginning of fiscal 2022. On February 18, 2021, the Board of Directors approved a new $20.0~~current $20 billion share repurchase program approved in February 2021, which has no expiration date or other restrictions limiting the period over which the Company can make ~~repurchases, and beginning February 22, 2021, replaced the previous share repurchase program.~~repurchases. As of ~~October 31, 2021,~~April 30, 2022, authorization for ~~$13.1~~$8.3 billion of share repurchases remained under the share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status.

~~Table of Contents~~

We regularly review share repurchase activity and consider several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings, our results of operations and the market price of our common stock. We anticipate that a majority of the ongoing share repurchase program will be funded through the Company's free cash flow. The following table provides, on a settlement date basis, share repurchase information for the ~~nine~~three months ended ~~October 31, 2021~~April 30, 2022 and ~~2020:~~2021:


		Nine Months Ended October 31,			Three Months Ended April 30,
(Amounts in millions, except per share data)	(Amounts in millions, except per share data)		2021			2020		(Amounts in millions, except per share data)	2022		2021
Total number of shares repurchased	Total number of shares repurchased		52.7			9.6		Total number of shares repurchased	16.9		20.6
Average price paid per share	Average price paid per share		$	139.76		$	123.54	Average price paid per share	$	142.17	$	136.18
Total amount paid for share repurchases	Total amount paid for share repurchases		$	7,368		$	1,186	Total amount paid for share repurchases	$	2,408	$	2,809

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Material Cash Requirements

Material cash requirements from operating activities primarily consist of inventory purchases, employee related costs, taxes, interest and other general operating expenses, which we expect to be primarily satisfied by our cash from operations. Other material cash requirements from known contractual and other obligations include short-term borrowings, long-term debt and related interest payments, leases and purchase obligations.

Capital Resources

We believe our cash flows from operations, ~~our~~ current cash position, short-term borrowings and access to capital markets will continue to be sufficient to meet our anticipated ~~operating~~ cash ~~needs,~~requirements and contractual obligations, which ~~include~~includes funding seasonal ~~increases~~buildups in merchandise inventories and funding our capital expenditures, acquisitions, dividend payments and share repurchases.

We have strong commercial paper and long-term debt ratings that have enabled and should continue to enable us to refinance our debt as it becomes due at favorable rates in ~~the~~ capital markets. ~~We also have $15.0 billion in various committed lines~~As of ~~credit in the U.S., all of which currently remains undrawn. At October 31, 2021,~~April 30, 2022, the ratings assigned to our commercial paper and rated series of our outstanding long-term debt were as follows:

Rating agency

Commercial paper

Long-term debt

Standard & Poor's

A-1+

Moody's Investors Service

P-1

Aa2

Fitch Ratings

F1+

Credit rating agencies review their ratings periodically and, therefore, the credit ratings assigned to us by each agency may be subject to revision at any time. Accordingly, we are not able to predict whether our current credit ratings will remain consistent over time. Factors that could affect our credit ratings include changes in our operating performance, the general economic environment, conditions in the retail industry, our financial position, including our total debt and capitalization, and changes in our business strategy. Any downgrade of our credit ratings by a credit rating agency could increase our future borrowing costs or impair our ability to access capital and credit markets on terms commercially acceptable to us. In addition, any downgrade of our current short-term credit ratings could impair our ability to access the commercial paper markets with the same flexibility that we have experienced historically, potentially requiring us to rely more heavily on more expensive types of debt financing. The credit rating agency ratings are not recommendations to buy, sell or hold our commercial paper or debt securities. Each rating may be subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating. Moreover, each credit rating is specific to the security to which it applies.

Other Matters

In Note 76 to our Condensed Consolidated Financial Statements, which is captioned "Contingencies" and appears in Part I of this Quarterly Report on Form 10-Q under the caption "Item 1. Financial Statements," we discuss, under the sub-caption "Opioids Litigation," the Prescription Opiate Litigation and other matters, including certain risks arising therefrom. In that Note 76, we also discuss, under the sub-caption "Asda Equal Value Claims," the Company's indemnification obligation for the Asda Equal Value Claims ~~matter.~~matter as well as under the sub-caption "Money Transfer Agent Services Matters," a United States Federal Trade Commission investigation and possible complaint related to money transfers and the Company's anti-fraud program. We discuss various legal proceedings related to the Federal and State Prescription Opiate Litigation, DOJ Opioid Civil Litigation and Opioids Related Securities Class Actions and Derivative Litigation in Part II of this Quarterly Report on Form 10-Q under the caption "Item 1. Legal Proceedings," under the sub-caption "I. Supplemental Information." We also discuss items related to the Asda Equal Value Claims ~~matter, the Money Transfer Agent Services Proceedings~~ matter and the Foreign Direct Investment matters in Part II of this Quarterly Report on Form 10-Q under the caption "Item 1. Legal Proceedings," under the sub-caption "II. Certain Other Matters." We also discuss an environmental matter with the State of California in Part II of this Quarterly Report on Form 10-Q under the caption "Item 1. Legal Proceedings," under the sub-caption "III. Environmental Matters."The foregoing matters and other matters described elsewhere in this Quarterly Report on Form 10-Q represent contingent liabilities of the Company that may or may not result in the incurrence of a material liability by the Company upon their final resolution.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risks relating to our operations result primarily from changes in interest rates, currency exchange rates and the fair value of certain equity investments. As of ~~October 31, 2021,~~April 30, 2022, there were no material changes to our market risks disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2021.~~2022. The information concerning market risk set forth in Part II, Item 7A. of our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2021,~~2022, as filed with the SEC on March ~~19, 2021,~~18, 2022, under the caption "Quantitative and Qualitative Disclosures About Market Risk," is hereby incorporated by reference into this Quarterly Report on Form 10-Q.

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Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls and procedures. Also, we have investments in unconsolidated entities. Since we do not control or manage those entities, our controls and procedures with respect to those entities are substantially more limited than those we maintain with respect to our consolidated subsidiaries.

In the ordinary course of business, we review our internal control over financial reporting and make changes to our systems and processes to improve such controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, updating existing systems, automating manual processes, standardizing controls globally, migrating certain processes to our shared services organizations and increasing monitoring controls. These changes have not materially affected, and are not reasonably likely to materially affect, the Company's internal control over financial reporting and they allow us to continue to enhance our internal controls over financial reporting and ensure that they remain effective.

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.

There has been no change in the Company's internal control over financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

I. SUPPLEMENTAL INFORMATION: We discuss certain legal proceedings in Part I of this Quarterly Report on Form 10-Q under the caption "Item 1. Financial Statements," in Note 76 to our Condensed Consolidated Financial Statements, which is captioned "Contingencies," under the sub-caption "Legal Proceedings." We refer you to that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought. We provide the following additional information concerning those legal proceedings, including the name of the lawsuit, the court in which the lawsuit is pending, and the date on which the petition commencing the lawsuit was filed.

Prescription Opiate Litigation: In re National Prescription Opiate Litigation (MDL No. 2804) (the "MDL").The MDL is pending in the U.S. District Court for the Northern District of Ohio and includes over ~~2,100~~2,150 cases as of ~~November 22, 2021, some of which cases are in the process of being transferred to the MDL or have remand motions pending.~~May 20, 2022. The liability phase of a trial in one of the MDL cases began on October 4, 2021 against a number of parties, including the Company, regarding opioid dispensing claims. On November 23, 2021, the jury found in favor of the plaintiffs as to the liability of all defendants, including the Company. The abatement phase of the trial, which will determine amounts owed by the defendants, began on May 10, 2022 and ended on May 17, 2022, and the parties will await a ruling from the court. The Company intends to appeal ~~this verdict. There is one~~the jury verdict from the liability phase upon completion of the abatement phase of the trial. In addition, there are over 240 state court cases pending as of May 20, 2022. This includes certain cases that were remanded by the MDL court and a case ~~in which~~brought by the ~~Company is named as a defendant~~Cherokee Nation that was remanded ~~from the MDL court to~~by the U.S. District Court for the Eastern District of Oklahoma ~~where trial is currently scheduled~~ to ~~begin in September 2022. In addition, there are over 200 state court cases pending as~~the District Court of ~~November 22, 2021, some of which may be removed to federal court to seek MDL transfer.~~Sequoya County, Oklahoma. The case citations for the state court cases are listed on Exhibit 99.1 to this Quarterly Report on Form 10-Q.

DOJ Opioid Civil Litigation: On October 22, 2020, the Company filed a declaratory judgment action in the U.S. District Court for the Eastern District of Texas against the U.S. Department of Justice (the "DOJ") and the U.S. Drug Enforcement Administration, asking a federal court to clarify the roles and responsibilities of pharmacists and pharmacies as to the dispensing and distribution of opioids under the Controlled Substances Act (the "CSA"). The Company’s action, ~~Walmart Inc. v. U.S. Department of Justice et al.,~~ ~~USDC, Eastern Dist. of Texas, 10/22/20, was dismissed. The Company has appealed this decision to the Fifth Circuit and awaits the court's decision.~~ A civil complaint pending in the U.S. District Court for the District of Delaware has been filed by the ~~DOJ~~U.S. Department of Justice (the "DOJ") against the Company, in which the DOJ alleges violations of the ~~CSA~~Controlled Substances Act (the "CSA") related to nationwide distribution and dispensing of opioids.U.S. v. Walmart Inc., et aall.., USDC, Dist. of DE, 12/22/20. The Company filed a motion to dismiss the DOJ complaint on February 22, 2021. The DOJ filed its opposition brief on April 23, 2021 and the Company filed its reply brief on May 24, 2021. On November 19, 2021, the District Court stayed further proceedings in the DOJ complaint pending the decision of the United States Supreme Court in two other cases interpreting the CSA, which have been consolidated into Ruan v. United States, ~~__,~~142 S. Ct. ~~__,2021 WL 5148067 (U.S. Nov. 5, 2021) (mem.)~~457 (2021).

Opioids Related Securities Class Actions and Derivative Litigation: Three derivative complaints and two securities class ~~action lawsuits~~actions drawing heavily on the allegations of the DOJ complaint have been filed in Delaware naming the Company and various current and former directors and certain current and former officers as defendants. The plaintiffs in the derivative suits (in which the Company is a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties in connection with oversight of opioids dispensing and ~~distribution;~~distribution and that the defendants violated Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are liable for contribution under Section 10(b) of the Exchange Act in connection with the Company's disclosures about opioids. Two of the derivative suits have been filed in the U.S. District Court in Delaware and those suits have been stayed pending further developments in other Opioids litigation matters. The other derivative suit has been filed in the Chancery Court in Delaware. The securities class actions, alleging violations of Sections 10(b) and 20(a) of the Exchange Act regarding the ~~Company’s~~Company's disclosures with respect to opioids, were purportedly filed on behalf of a class of investors who acquired Walmart stock from March 30, 2016, through December 22, 2020. On May 11, 2021, the ~~court~~U.S. District Court in Delaware consolidated the class actions and appointed a lead plaintiff and lead counsel. The defendants filed a motion to dismiss the consolidated securities class action on October 8, ~~2021.~~2021; the lead plaintiff responded to the motion on January 10, 2022; and the defendants filed their reply brief on February 10, 2022. The defendants in the derivative suit pending in Delaware Chancery Court filed the opening brief on their motion to dismiss that case on December 21, 2021; and the plaintiffs responded by filing an amended complaint on February 22, 2022. On April 27, 2022, the defendants filed their opening brief in support of their motion to dismiss the amended complaint.

Derivative Lawsuits: Abt v. Alvarez et al.,, USDC, Dist. of DE, 2/9/21; Nguyen v. McMillon et al., USDC, Dist. of DE, 4/16/21: Ontario Provincial Council of Carpenters' Pension Trust Fund et al. v. Walton et al., DE Court of Chancery, 9/27/21.21.

Securities Class Actions: Stanton v. Walmart Inc.et al.,, USDC, Dist. of DE, 1/20/21 and Martin v. Walmart Inc. et al., USDC, Dist. of DE, 3/5/21, consolidated into In re Walmart Inc. Securities Litigation, USDC, Dist. of DE, 5/11/21.

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II. CERTAIN OTHER MATTERS

ASDA Equal Value Claims: Ms S Brierley & Others v ASDA Stores Ltd (2406372/2008 & Others - Manchester Employment Tribunal); ASDA Stores Ltd v Brierley & Ors (A2/2016/0973 - United Kingdom Court of Appeal); ASDA Stores Ltd v Ms S Brierley & Others (UKEAT/0059/16/DM - United Kingdom Employment Appeal Tribunal); ~~and~~ ASDA Stores Ltd v Ms S Brierley & Others (UKEAT/0009/16/JOJ - United Kingdom Employment Appeal Tribunal).

~~Money Transfer Agent Services Proceedings:~~ The Company has received grand jury subpoenas issued by the United States Attorney’s Office for the Middle District of Pennsylvania seeking documents regarding the Company’s consumer fraud 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. The Company has been responding to these subpoenas and is cooperating with the government’s investigation. The Company has also responded to civil investigative demands from the United States Federal Trade Commission (the "FTC") and is cooperating with the FTC's investigation related to money transfers and the Company's anti-fraud program in its capacity as an agent. While the Company had been engaged in discussions with the FTC regarding a potential resolution of this matter, the parties have not been able to reach a resolution. The FTC staff recently forwarded a draft civil complaint to the FTC seeking authority to file a complaint against the Company seeking various forms of monetary and injunctive relief. The FTC is currently considering whether to grant such authorization. The Company is unable to predict the final outcome of the investigations, any discussions, or any related actions by the governmental entities regarding these matters. While the Company does not currently believe that the final outcome of these matters will have a material adverse effect on its business, financial condition, results of operations or cash flows, the Company can provide no assurance as to the scope and final outcome of these matters and whether 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 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 and if it is determined that violations of the Rules occurred, the regulatory authority has the authority to impose monetary and/or non-monetary relief. Flipkart has begun the process of responding to the notice and, if the matter progresses to a consideration of the merits of the allegations described in the notice is initiated, Flipkart intends to defend against the allegations vigorously. Due to the fact that this process is in an early stage, 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. While the Company does not currently believe that this matter will have a material adverse effect on its business, financial condition, results of operations or cash flows, the Company can provide no assurance as to the scope or outcome of any proceeding that might result from the notice, 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 pursuant to which the Company acquired its majority stake in Flipkart, or whether the Company's business, financial position, results of operations or cash flows will not be materially adversely affected.

III. ENVIRONMENTAL MATTERS: Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed an applied threshold ofnot to exceed $1 million.

In ~~June~~December 2021, ~~the Company signed a tolling agreement with~~ the Office of the Attorney General of the State of California ~~to toll~~filed suit against the ~~statute of limitations for potential~~Company, bringing enforcement claims regarding ~~Walmart’s~~Walmart's management of waste consumer products at its California facilities that are alleged to be hazardous. The Company believes the suit is ~~presently engaged in settlement discussions. It~~without merit and is ~~not presently known whether a settlement will be reached or enforcement action will ensue, but~~vigorously defending this litigation matter. While the Company cannot predict the ultimate outcome of this matter, the potential for penalties or settlement costs could exceed $1 million. ~~The~~Although the Company does not believe that this matter will have a material adverse effect on its business, financial position, results of operations, or cash ~~flows.~~flows, the Company can provide no assurance as to the scope and outcome of these matters and whether its business, financial position, results of operations or cash flows will not be materially adversely affected.

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Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Part I, Item 1A, under the caption "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2021~~2022 which risks could materially and adversely affect our business, results of operations, financial condition, and liquidity. No material change in the risk factors discussed in such Form 10-K has occurred. Such risk factors do not identify all risks that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Our business operations could also be affected by additional factors that apply to all companies operating in the U.S. and globally.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company regularly reviews its share repurchase activity and considers several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings and the market price of its common stock. Share repurchase activity under our share repurchase program, on a trade date basis, for the three months ended ~~October 31, 2021,~~April 30, 2022, was as follows:

Fiscal Period Total
Number of
Shares
Purchased Average
Price Paid
per Share Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs(1)
(billions)
August 1 - 31, 2021 4,470,493 $ 147.73 4,470,493 $ 14.6
September 1 - 30, 2021 4,988,810 144.55 4,988,810 13.9
October 1 - 31, 2021 5,315,215 141.62 5,315,215 13.1
Total 14,774,518 14,774,518


Fiscal Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) (billions)
February 1 - 28, 2022	6,677,564	$	136.63	6,677,564	$	9.7
March 1 - 31, 2022	6,641,000	142.14		6,641,000	8.8
April 1 - 30, 2022	3,341,798	155.50		3,341,798	8.3
Total	16,660,362			16,660,362

(1) Represents approximate dollar value of shares that could have been purchased under the plan in effect at the end of the month.

Item 5. Other Information

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements that Walmart believes are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act as well as protections afforded by other federal securities laws.

Forward-looking Statements

The forward-looking statements in this report include, among other things:

•statements in Note 4 ~~to those Condensed Consolidated Financial Statements regarding the intended uses of proceeds from certain bond offerings;~~

•~~statements in~~ ~~Note 7~~6 to those Condensed Consolidated Financial Statements regarding the possible outcome of, and future effect on Walmart's financial condition and results of operations of, certain litigation and other proceedings to which Walmart is a party, the possible outcome of, and future effect on Walmart's business of, certain other matters to which Walmart is subject, including the Company's Opioids Litigation, ~~as well as~~ Walmart's ongoing indemnification obligation for the Asda Equal Value Claims, as well as the Company's Money Transfer Agent Services Matters and the liabilities, losses, expenses and costs that Walmart may incur in connection with such matters;

•in Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations": statements regarding future changes to our business and our expectations about the potential impacts on our business, financial position, results of operations or cash flows as a result of the COVID-19 pandemic; statements under the caption "Overview" relating to the possible impact of volatility in currency exchange rates on the results, including net sales and operating income, of Walmart and the Walmart International segment; statements under the caption "Company Performance Metrics - Strong, Efficient Growth" regarding the focus of our investments and the impact of such investments; statements under the caption "Company Performance Metrics – Strategic Capital Allocation"

~~Table of Contents~~

regarding our strategy and discipline for capital allocation; statements under the caption "Company Performance Metrics - Returns" regarding our belief that returns on capital will improve as we execute on our financial framework; statements under the caption "Results of Operations - Consolidated Results of Operations" regarding the possibility of

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fluctuations in Walmart's effective income tax rate from quarter to quarter and the factors that may cause those fluctuations; a statement under the caption "Results of Operations - Sam's Club Segment" relating to the possible continuing impact of volatility in fuel prices on the future operating results of the Sam's Club segment; a statement under the caption "Liquidity and Capital Resources - Liquidity" that Walmart's sources of liquidity will be adequate to fund its operations, finance its global investment and expansion activities, pay dividends and fund share repurchases; statements under the caption "Liquidity and Capital Resources - Liquidity - Net Cash Provided by Operating Activities - Cash Equivalents and Working Capital Deficit" regarding management's expectation that cash in market will be utilized to fund Flipkart's operations; a statement under the caption "Liquidity and Capital Resources Liquidity - Net Cash Used in Financing Activities - Dividends" regarding the payment of dividends in fiscal 2022; a statement under the caption "Liquidity and Capital Resources Liquidity - Net Cash Used in Financing Activities - Company Share Repurchase Program" regarding funding of our share repurchase program; statements under the caption "Liquidity and Capital Resources - Capital Resources" regarding management's expectations regarding the Company's cash flows from operations, current cash position and access to capital markets continuing to be sufficient to meet its anticipated operating cash needs, the Company's commercial paper and long-term debt ratings continuing to enable it to refinance its debts at favorable rates, factors that could affect its credit ratings, and the effect that lower credit ratings would have on its access to capital and credit markets and borrowing costs; and statements under the caption "Other Matters" regarding the contingent liabilities of the Company that may or may not result in the incurrence of a material liability by the Company;

•in Part I, Item 4 "Controls and Procedures": statements regarding the effect of changes to systems and processes on our internal control over financial reporting; and

•in Part II, Item 1 "Legal Proceedings": statements regarding the effect that possible losses or the range of possible losses that might be incurred in connection with the legal proceedings and other matters discussed therein may have on our financial condition or results of operations.

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Risks, Factors and Uncertainties Regarding Our Business

These forward-looking statements are subject to risks, uncertainties and other factors, domestically and internationally, including:

Economic Factors

•economic, geo-political, capital markets and business conditions, trends and events around the world and in the markets in which Walmart operates;

•currency exchange rate fluctuations;

•changes in market rates of interest;

•changes in market levels of wages;

•changes in the size of various markets, including eCommerce markets;

•unemployment levels;

•inflation or deflation, generally and in certain product categories;

•transportation, energy and utility costs;

•commodity prices, including the prices of oil and natural gas;

•consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels, and demand for certain merchandise;

•trends in consumer shopping habits around the world and in the markets in which Walmart operates;

•consumer enrollment in health and drug insurance programs and such programs' reimbursement rates and drug formularies; and

•initiatives of competitors, competitors' entry into and expansion in Walmart's markets or lines of business, and competitive pressures.

Operating Factors

•the amount of Walmart's net sales and operating expenses denominated in U.S. dollar and various foreign currencies;

•the financial performance of Walmart and each of its segments, including the amount of Walmart's cash flow during various periods;

•customer transaction and average ticket in Walmart's stores and clubs and on its eCommerce platforms;

•the mix of merchandise Walmart sells and its customers purchase;

•the availability of goods from suppliers and the cost of goods acquired from suppliers;

•the effectiveness of the implementation and operation of Walmart's strategies, plans, programs and initiatives;

•COVID-19 related challenges, including reduced customer transactions and tickets, reduced store hours, shifts in demand from discretionary products, supply chain disruption and production, labor shortages and increases in labor costs, and dissemination of global vaccines, as well as potential impacts of any related vaccine mandates on our workforce;

•the impact of acquisitions, divestitures, store or club closures, and other strategic decisions;

•Walmart's ability to successfully integrate acquired businesses;

•unexpected changes in Walmart's objectives and plans;

•the amount of shrinkage Walmart experiences;

•consumer acceptance of and response to Walmart's stores and clubs, eCommerce platforms, programs, merchandise offerings and delivery methods;

•Walmart's gross profit margins, including pharmacy margins and margins of other product categories;

•the selling prices of gasoline and diesel fuel;

•disruption of seasonal buying patterns in Walmart's markets;

•disruptions in Walmart's supply chain and inventory management;

•cybersecurity events affecting Walmart and related costs and impact of any disruption in business;

•Walmart's labor costs, including healthcare and other benefit costs;

•Walmart's casualty and accident-related costs and insurance costs;

•the size of and turnover in Walmart's workforce and the number of associates at various pay levels within that workforce;

•the availability of necessary personnel to staff Walmart's stores, clubs and other facilities;

•delays in the opening of new, expanded, relocated or remodeled units;

•developments in, and the outcome of, legal and regulatory proceedings and investigations to which Walmart is a party or is subject, and the liabilities, obligations and expenses, if any, that Walmart may incur in connection therewith;

•changes in the credit ratings assigned to the Company's commercial paper and debt securities by credit rating agencies;

•Walmart's effective tax rate; and

•unanticipated changes in accounting judgments and estimates.

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Regulatory and Other Factors

•changes in existing, tax, labor and other laws and changes in tax rates, including the enactment of laws and the adoption and interpretation of administrative rules and regulations;

•the imposition of new taxes on imports, new tariffs and changes in existing tariff rates;

•the imposition of new trade restrictions and changes in existing trade restrictions;

•adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and actions in the markets in which Walmart operates and elsewhere and actions with respect to such policies, programs and initiatives;

•changes in government-funded benefit programs and the extent and effectiveness of any further COVID-19 related stimulus packages;

•changes in currency control laws;

•changes in the level of public assistance payments;

•one or more prolonged federal government shutdowns;

•the timing of federal income tax refunds;

•natural disasters, changes in climate, catastrophic events and global health epidemics or pandemics, including COVID-19; and

•changes in generally accepted accounting principles in the United States.

Other Risk Factors; No Duty to Update

This Quarterly Report on Form 10-Q should be read in conjunction with Walmart's Annual Report on Form 10-K for the fiscal year ended January 31, ~~2021~~2022 and all of Walmart's subsequent other filings with the Securities and Exchange Commission. Walmart urges investors to consider all of the risks, uncertainties and other factors disclosed in these filings carefully in evaluating the forward-looking statements contained in this Quarterly Report on Form 10-Q. The Company cannot assure you that the results or developments anticipated by the Company and reflected or implied by any forward-looking statement contained in this Quarterly Report on Form 10-Q will be realized or, even if substantially realized, that those results or developments will result in the forecasted or expected consequences for the Company or affect the Company, its operations or its financial performance as the Company has forecasted or expected. As a result of the matters discussed above and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement in this Quarterly Report on Form 10-Q may differ materially from the anticipated results expressed or implied in that forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report, and Walmart undertakes no obligation to update any such statements to reflect subsequent events or circumstances.

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Item 6. Exhibits

The following documents are filed as an exhibit to this Quarterly Report on Form 10-Q:


Exhibit 3.1						Restated Certificate of Incorporation of the Company dated February 1, 2018 is incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K that the Company filed on February 1, 2018

Exhibit 3.2						Amended and Restated Bylaws of the Company dated July 23, 2019 are incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K that the Company filed on July 26, 2019



Exhibit ~~4.1~~10.1*						~~Series Terms Certificate Pursuant~~Post-Termination Agreement and Covenant Not to ~~the Indenture Relating to 1.050% Notes Due 2026 of the Company~~ ~~is incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K that~~Compete between the Company ~~filed on September 15, 2021.~~

~~Exhibit 4.2~~						~~Series Terms Certificate Pursuant to the Indenture Relating to 1.500% Notes Due 2028 of the Companyis incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K that the Company filed on September 15, 2021.~~

~~Exhibit 4.3~~						~~Series Terms Certificate Pursuant to the Indenture Relating to 1.800% Notes Due 2031 of the Companyis incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K that the Company filed on September 15, 2021.~~

~~Exhibit 4.4~~						Series Terms Certificate Pursuant to the Indenture Relating to 2.500% Notes Due 2041 of the Company is incorporated herein by reference to Exhibit 4.4 to the Current Report on Form 8-K that the Company filed on September 15, 2021.

~~Exhibit 4.5~~						~~Series Terms Certificate Pursuant to the Indenture Relating to 2.650% Notes Due 2051 of the Companyis incorporated herein by reference to Exhibit 4.5 to the Current Report on Form 8-K that the Company filed on September 15, 2021.~~

~~Exhibit 4.6~~						~~Form of Global Note to represent the 1.050% Notes Due 2026 of the Companyis incorporated herein by reference to Exhibit 4.6 to the Current Report on Form 8-K that the Company filed on September 15, 2021.~~

~~Exhibit 4.7~~						~~Form of Global Note to represent the 1.500% Notes Due 2028 of the Companyis incorporated herein by reference to Exhibit 4.7 to the Current Report on Form 8-K that the Company filed on September 15, 2021.~~

~~Exhibit 4.8~~						~~Form of Global Note to represent the 1.800% Notes Due 2031 of the Companyis incorporated herein by reference to Exhibit 4.8 to the Current Report on Form 8-K that the Company filed on September 15, 2021.~~

~~Exhibit 4.9~~						~~Form of Global Note to represent the 2.500% Notes Due 2041 of the Companyis incorporated herein by reference to Exhibit 4.9 to the Current Report on Form 8-K that the Company filed on September 15, 2021.~~

~~Exhibit 4.10~~						~~Form of Global Note to represent the 2.650% Notes Due 2051 of the Companyis incorporated herein by reference to Exhibit 4.10 to the Current Report on Form 8-K that the Company filed on September 15, 2021.~~and John David Rainey dated May 23, 2022

Exhibit 31.1*						Chief Executive Officer Section 302 Certification

Exhibit 31.2*						Chief Financial Officer Section 302 Certification

Exhibit 32.1**						Chief Executive Officer Section 906 Certification

Exhibit 32.2**						Chief Financial Officer Section 906 Certification



Exhibit 99.1*						State Court Opioids Litigation Case Citations and Currently Scheduled Trial Dates









Exhibit 101.INS*						Inline XBRL Instance Document

Exhibit 101.SCH*						Inline XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104						The cover page from the ~~Company’s~~Company's Quarterly Report on Form 10-Q for the quarter ended ~~October 31, 2021,~~April 30, 2022, formatted in Inline XBRL (included in Exhibit 101)


*			Filed herewith as an Exhibit.
**			Furnished herewith as an Exhibit.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WALMART INC.


Date: ~~December 1, 2021~~June 3, 2022	By:	/s/ C. Douglas McMillon
		C. Douglas McMillon President and Chief Executive Officer (Principal Executive Officer)

Date: ~~December 1, 2021~~June 3, 2022	By:	/s/ M. Brett Biggs
		M. Brett Biggs Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: ~~December 1, 2021~~June 3, 2022	By:	/s/ David M. Chojnowski
		David M. Chojnowski Senior Vice President and Controller (Principal Accounting Officer)

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			Page
Part I. Financial Information
	Item 1. Financial Statements
		Condensed Consolidated Statements of Income	3
		Condensed Consolidated Statements of Comprehensive Income	4
		Condensed Consolidated Balance Sheets	5
		Condensed Consolidated Statements of Shareholders' Equity	6
		Condensed Consolidated Statements of Cash Flows	87
		Notes to Condensed Consolidated Financial Statements	98
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		1715
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		2824
	Item 4. Controls and Procedures		2825

Part II. Other Information
	Item 1. Legal Proceedings		2926
	Item 1A. Risk Factors		3128
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3128
	Item 5. Other Information		3128
	Item 6. Exhibits		3532

Signatures			3633


(Amounts in millions)
Issue Date	Principal Amount	Maturity Date	Fixed vs. Floating	Interest Rate	Net Proceeds
September 17, 2021	$1,250	September 17, 2026	Fixed	1.050%	$	1,243
September 22, 2021	$1,250	September 22, 2028	Fixed	1.500%	1,244
September 22, 2021 (1)	$2,000	September 22, 2031	Fixed	1.800%	1,981
September 22, 2021	$1,000	September 22, 2041	Fixed	2.500%	994
September 22, 2021	$1,500	September 22, 2051	Fixed	2.650%	1,483

Total					$	6,945