What changed in this filing

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Item 1. Financial Statements

2025-06-06 compared with 2024-12-06 · 200 added, 198 removed, 367 unchanged (52% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

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

Three Months Ended April 30,

(Amounts in millions, except per share data) 2025 2024

6 unchanged sentences

Operating income 7,135 6,841

Debt 496 572 1,650 1,683

Finance lease 118 117

16 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

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

Three Months Ended April 30,

(Amounts in millions) 2025 2024

2 unchanged sentences

Consolidated net income attributable to Walmart 4,487 5,104

Other comprehensive income (loss), net of income taxes

Other comprehensive income, net of income taxes

Currency translation and other 83 ( 21 )

Cash flow hedges 262 28

Other comprehensive income (loss), net of income taxes ( 524 ) ( 586 ) ( 1,586 ) 597

Other comprehensive (income) loss attributable to noncontrolling interest 177 ( 169 ) 363 ( 490 )

Other comprehensive income, net of income taxes 345 7

Other comprehensive income attributable to noncontrolling interest ( 36 ) ( 72 )

Other comprehensive income (loss) attributable to Walmart 309 ( 65 )

Comprehensive income, net of income taxes 4,984 5,314

Comprehensive (income) loss attributable to noncontrolling interest 40 ( 359 ) ( 187 ) ( 1,065 )

Comprehensive income (loss) attributable to Walmart $ 4,230 $ ( 302 ) $ 12,959 $ 10,124

Comprehensive income attributable to noncontrolling interest ( 188 ) ( 275 )

Comprehensive income attributable to Walmart $ 4,796 $ 5,039

See accompanying notes.

Condensed Consolidated Balance Sheets

October 31, January 31, October 31,

April 30, January 31, April 30,

(Amounts in millions) 2025 2025 2024

11 unchanged sentences

Total assets $ 262,372 $ 260,823 $ 254,054

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND SHAREHOLDERS' EQUITY

Current liabilities:

14 unchanged sentences

Redeemable noncontrolling interest 307 271 217

Shareholders' equity:

Common stock 799 802 805

4 unchanged sentences

Nonredeemable noncontrolling interest 6,548 6,408 6,780

Total equity 94,276 90,349 85,583

Total liabilities, redeemable noncontrolling interest, and equity $ 263,399 $ 252,399 $ 259,174

Total shareholders' equity

90,341 97,421 88,073

Total liabilities, redeemable noncontrolling interest, and shareholders' equity

$ 262,372 $ 260,823 $ 254,054

See accompanying notes.

6 unchanged sentences

Consolidated net income — — — 4,487 — 4,487 161 4,648

Other comprehensive income (loss), net of income taxes

Other comprehensive income, net of income taxes

— — — — 309 309 36 345

2 unchanged sentences

Purchase of Company stock ( 51 ) ( 5 ) ( 243 ) ( 4,350 ) — ( 4,598 ) — ( 4,598 )

Dividends to noncontrolling interest

— — — — — — ( 5 ) ( 5 )

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

Other 13 2 181 ( 61 ) — 122 ( 57 ) 65

Balances as of April 30, 2025 7,986 $ 799 $ 5,441 $ 90,849 $ ( 13,296 ) $ 83,793 $ 6,548 $ 90,341

Consolidated net income — — — 4,501 — 4,501 219 4,720

Other comprehensive loss, net of income taxes

— — — — ( 811 ) ( 811 ) ( 258 ) ( 1,069 )

Purchase of Company stock ( 15 ) ( 1 ) ( 50 ) ( 942 ) — ( 993 ) — ( 993 )

Dividends to noncontrolling interest — — — — — — ( 634 ) ( 634 )

Sale of subsidiary stock — — 10 — — 10 4 14

Other 1 ( 1 ) 425 ( 1 ) — 423 31 454

Balances as of July 31, 2024 8,035 $ 803 $ 5,010 $ 90,788 $ ( 12,178 ) $ 84,423 $ 6,142 $ 90,565

Consolidated net income

— — — 4,577 — 4,577 155 4,732

Other comprehensive loss, net of income taxes

— — — — ( 347 ) ( 347 ) ( 177 ) ( 524 )

Purchase of Company stock ( 13 ) ( 1 ) ( 52 ) ( 927 ) — ( 980 ) — ( 980 )

Dividends to noncontrolling interest — — — — — — ( 5 ) ( 5 )

Sale of subsidiary stock — — 5 — — 5 1 6

Other 12 1 432 ( 3 ) — 430 52 482

Balances as of October 31, 2024 8,034 $ 803 $ 5,395 $ 94,435 $ ( 12,525 ) $ 88,108 $ 6,168 $ 94,276

See accompanying notes.

5 unchanged sentences

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

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

Other comprehensive income (loss), net of income taxes

— — — — ( 65 ) ( 65 ) 72 7

Dividends declared ($ 0.83 per share)

5 unchanged sentences

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

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

Other comprehensive income, net of income taxes

— — — — 329 329 112 441

Purchase of Company stock ( 9 ) ( 1 ) ( 28 ) ( 454 ) — ( 483 ) — ( 483 )

Dividends to noncontrolling interest — — — — — — ( 6 ) ( 6 )

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

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

Other 4 1 331 ( 2 ) — 330 ( 10 ) 320

Balances as of July 31, 2023 8,076 $ 808 $ 4,096 $ 85,470 $ ( 10,818 ) $ 79,556 $ 5,771 $ 85,327

Consolidated net income

— — — 453 — 453 199 652

Other comprehensive (loss), net of income taxes

— — — — ( 755 ) ( 755 ) 169 ( 586 )

Purchase of Company stock ( 2 ) ( 1 ) ( 4 ) ( 92 ) — ( 97 ) — ( 97 )

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

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

Other 5 1 291 — — 292 ( 11 ) 281

Balances as of October 31, 2023 8,079 $ 808 $ 4,390 $ 85,831 $ ( 11,573 ) $ 79,456 $ 6,127 $ 85,583

See accompanying notes.

Condensed Consolidated Statements of Cash Flows

Nine Months Ended October 31,

Three Months Ended April 30,

(Amounts in millions) 2025 2024

16 unchanged sentences

Proceeds from disposal of property and equipment

Proceeds from disposal of certain operations 3 135

Proceeds from disposal of certain strategic investments

Other investing activities ( 132 ) 195

6 unchanged sentences

Purchase of Company stock ( 4,555 ) ( 1,059 )

Dividends paid to noncontrolling interest ( 17 ) ( 218 )

Sale of subsidiary stock 35 707

Purchase of noncontrolling interest — ( 3,462 )

Other financing activities ( 61 ) ( 602 )

Net cash used in financing activities ( 9,673 ) ( 179 )

Net cash provided by (used in) financing activities 8 ( 321 )

Effect of exchange rates on cash, cash equivalents and restricted cash 70 6

Net increase in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of year 9,536 9,935

12 unchanged sentences

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

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

There were no significant intervening events during the month of April 2025 related to the consolidated operations using a lag that materially affected the Condensed Consolidated Financial Statements.

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

5 unchanged sentences

Actual results may differ materially from those estimates.

Common Stock Split

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

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

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

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

Supplier Financing Program Obligations

In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50):

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

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

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

Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow early payment.

Supplier participation in these programs has no bearing on the Company's amounts due.

The payment terms that the Company has with participating suppliers under these programs generally range between 30 and 90 days.

The Company does not have an economic interest in a supplier's participation in the program or a direct financial relationship with the financial institution funding the program.

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

The outstanding payment obligations to financial institutions under these programs were $ 6.8 billion, $ 5.3 billion and $ 6.1 billion, as of October 31, 2024, January 31, 2024 and October 31, 2023, respectively.

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

The activity related to these programs is classified as an operating activity within the Condensed Consolidated Statements of Cash Flows.

The outstanding payment obligations to financial institutions under these programs were $ 5.6 billion, $ 5.7 billion and $ 5.2 billion, as of April 30, 2025, January 31, 2025 and April 30, 2024, respectively.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

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

Management expects the ASU to result in incremental expense disclosures for each of the Company's reportable segments.

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

2 unchanged sentences

Early adoption is permitted.

The amendments may be applied prospectively or retrospectively.

Management is currently evaluating this ASU to determine its impact on the Company's disclosures, and intends to apply the amendments prospectively upon adoption.

The amendments should be applied prospectively, although optional retrospective application is permitted.

Management intends to adopt the amendments prospectively for the fiscal year ending January 31, 2026 and is currently evaluating this ASU to determine its impact on the Company's disclosures.

The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

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

The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

Net Income Per Common Share

1 unchanged sentence

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

The Company did not have significant share-based awards outstanding that were antidilutive and not included in the calculation of diluted net income per common share attributable to Walmart for the three and nine months ended October 31, 2024 and 2023.

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

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

Three Months Ended April 30,

(Amounts in millions, except per share data) 2025 2024

13 unchanged sentences

Balances as of February 1, 2025 $ ( 12,661 ) $ ( 944 ) $ ( 13,605 )

Other comprehensive income (loss) before reclassifications, net ( 93 ) 10 ( 83 )

Other comprehensive income before reclassifications, net

Reclassifications to income, net — 3 3

Balances as of April 30, 2025 $ ( 12,614 ) $ ( 682 ) $ ( 13,296 )

Other comprehensive loss before reclassifications, net

( 725 ) ( 98 ) ( 823 )

Reclassifications to income, net ( 96 ) 108 12

Balances as of July 31, 2024 $ ( 11,321 ) $ ( 857 ) $ ( 12,178 )

Other comprehensive loss before reclassifications, net

( 346 ) ( 16 ) ( 362 )

Reclassifications to income, net 3 12 15

Balances as of October 31, 2024 $ ( 11,664 ) $ ( 861 ) $ ( 12,525 )

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

5 unchanged sentences

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

Other comprehensive income before reclassifications, net

Reclassifications to income, net — 20 20

Balances as of July 31, 2023 $ ( 9,933 ) $ ( 885 ) $ ( 10,818 )

Other comprehensive loss before reclassifications, net

( 743 ) ( 29 ) ( 772 )

Reclassifications to income, net — 17 17

Balances as of October 31, 2023 $ ( 10,676 ) $ ( 897 ) $ ( 11,573 )

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

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

Amounts reclassified related to the cumulative translation for settlements of foreign-denominated bonds and associated cross-currency swaps are recorded in operating, selling, general and administrative expenses in the Company's Condensed Consolidated Statements of Income.

4 unchanged sentences

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

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

The following table provides the changes in the Company's long-term debt for the nine months ended October 31, 2024:

of $ 15.0 billion at April 30, 2025 and January 31, 2025, all undrawn.

The following table provides the changes in the Company's long-term debt for the three months ended April 30, 2025:

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

Balances as of February 1, 2025 $ 2,598 $ 33,401 $ 35,999

Repayments of long-term debt ( 2,817 ) — ( 2,817 )

Proceeds from issuance of long-term debt (1)

— 3,983 3,983

Reclassifications of long-term debt 1,486 ( 1,486 ) —

Other ( 9 ) 138 129

Balances as of October 31, 2024 $ 3,246 $ 33,645 $ 36,891

Debt Repayments

Information on significant long-term debt repayments during the nine months ended October 31, 2024 is as follows:

Currency and other adjustments

Balances as of April 30, 2025 $ 4,085 $ 36,520 $ 40,605

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

Debt Issuances

Information on significant long-term debt issued during the three months ended April 30, 2025, for general corporate purposes, is as follows:

(Amounts in millions)

Maturity Date Principal Amount Fixed vs.

Floating Interest Rate Repayment

April 22, 2024 $ 1,500 Fixed 3.300 % $ 1,500

July 8, 2024 $ 990 Fixed 2.850 % 990

July 18, 2024 ¥ 40,000 Fixed 0.298 % 253

Issue Date Principal Amount Maturity Date Interest Rate

April 28, 2025 $ 750 April 28, 2027 Floating $ 749

April 28, 2025 $ 750 April 28, 2027 4.100 % $ 748

April 28, 2025 $ 1,000 April 28, 2030 4.350 % $ 993

April 28, 2025 $ 1,500 April 28, 2035 4.900 % $ 1,493

Total $ 3,983

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.

Fair Value Measurements

7 unchanged sentences

The fair value of these investments is as follows:

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

(Amounts in millions) Fair Value as of April 30, 2025 Fair Value as of January 31, 2025

Equity investments measured using Level 1 inputs $ 824 $ 959

1 unchanged sentence

Total $ 2,392 $ 3,041

The fair value of these investments decreased $ 3.7 billion and $ 4.3 billion for the three and nine months ended October 31, 2024, respectively, primarily due to the sale of the Company's investment in JD.com in August 2024, as well as gains and losses resulting from net changes in the underlying stock prices of the remaining investments and certain other immaterial investment activity.

The fair value of these investments decreased $ 4.2 billion for both the three and nine months ended October 31, 2023, respectively, primarily due to gains and losses resulting from net changes in the underlying stock prices and certain other immaterial investment activity.

The fair value of these investments decreased $ 0.6 billion and increased $ 0.6 billion for the three months ended April 30, 2025 and 2024, respectively, primarily due to gains and losses resulting from net changes in the underlying stock prices of the investments along with certain other immaterial investment activity.

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

Sale of Investment

In August 2024, the Company sold its investment in JD.com for net proceeds of approximately $ 3.6 billion and recorded a realized loss of $ 0.3 billion within other gains and losses in the Condensed Consolidated Statement of Income.

The Company also has derivatives recorded at fair value.

1 unchanged sentence

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

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

October 31, 2024 January 31, 2024

As of April 30, 2025 and January 31, 2025, the notional amounts and fair values of these derivatives were as follows:

April 30, 2025 January 31, 2025

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

8 unchanged sentences

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

The Company did not have any material assets or liabilities resulting in nonrecurring fair value measurements as of October 31, 2024 in the Company's Condensed Consolidated Balance Sheets.

The Company did not have any material assets or liabilities resulting in nonrecurring fair value measurements as of April 30, 2025 in the Company's Condensed Consolidated Balance Sheets.

Other Fair Value Disclosures

3 unchanged sentences

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

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

October 31, 2024 January 31, 2024

The carrying value and fair value of the Company's long-term debt as of April 30, 2025 and January 31, 2025, are as follows:

April 30, 2025 January 31, 2025

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

11 unchanged sentences

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

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

As of January 31, 2025, all of the accrued liability had been paid.

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

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

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

The Company will owe no additional funds for any eligible political subdivision or federally recognized Native American tribe that elects to join the settlement.

Ongoing Opioid-Related Litigation

3 unchanged sentences

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

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

The Company can provide no assurance as to

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

Opioid Multidistrict Litigation;

6 unchanged sentences

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

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

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

On September 11, 2023, the Sixth Circuit Court of Appeals issued an order certifying

certain questions in the appeal for review by the Supreme Court of Ohio.

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

The monetary aspect of the judgment was stayed pending appeal, and the injunctive aspect of the judgment went into effect on February 20, 2023, which did not materially impact the Company's operations.

The Company filed an appeal with the Sixth Circuit Court of Appeals, which issued an order certifying certain questions in the appeal for review by the Supreme Court of Ohio.

On December 10, 2024, the Supreme Court of Ohio issued an order certifying the law and holding that the Ohio Product Liability Act bars all common law public nuisance claims arising from the sale of a product.

On January 31, 2025, the Sixth Circuit Court of Appeals entered an order vacating the approximately $ 0.7 billion judgment, dissolving the injunction, and remanding the case back to the MDL for further proceedings where it remains pending.

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

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

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

The MDL may designate additional bellwether cases in the future.

Four cases brought by third-party payers and one case brought by a hospital system have been selected as bellwether cases to proceed through discovery in the MDL, and the MDL Court may designate additional bellwether cases in the future.

The Florida Health Sciences Center case pending in state court in Florida asserts claims on behalf of several hospital systems against the Company and other defendants, and this matter is scheduled for jury trial beginning on September 18, 2025.

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

11 unchanged sentences

Trial is scheduled for November 2027.

Opioid-Related Securities Class Actions and Derivative Litigation.

Opioid-Related Securities Class Actions.

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

3 unchanged sentences

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

Opioid-Related Shareholder Derivative Litigation.

Three shareholders of the Company filed a derivative action in the Delaware Court of Chancery alleging that certain current and former directors and officers breached their fiduciary duties by failing to adequately oversee the Company's distribution and dispensing of prescription opioids.

This action is Ontario Provincial Council of Carpenters' Pension Trust Fund, et al.

This action was entitled Ontario Provincial Council of Carpenters' Pension Trust Fund, et al.

Walton, et al.

2 unchanged sentences

Other shareholders of the Company filed two derivative actions alleging that certain current and former directors and officers breached fiduciary duties and violated federal securities laws in connection with the Company's distribution and dispensing of prescription opioids.

These actions are Abt v.

Those actions were entitled Abt v.

Alvarez, et al.

5 unchanged sentences

On May 5, 2023, the Walmart Board of Directors adopted resolutions creating a special litigation committee ("SLC") to investigate, review, and analyze the facts and circumstances surrounding the claims and allegations in the Derivative Actions and determine whether the prosecution of such claims is in Walmart's best interest.

On October 18, 2024, the Company announced that the parties to the Ontario Action and the SLC entered into a settlement agreement, subject to court approval, that would resolve the Derivative Actions and release other potential derivative claims.

If the Delaware Court of Chancery approves the proposed settlement:

(i) insurance carriers would pay the Company $ 123 million, less any attorneys' fees and litigation expenses awarded by the Court to plaintiffs' counsel;

and (ii) the Company would maintain certain corporate governance practices for a period of at least five years .

The Delaware Court of Chancery entered a final order and judgment on December 20, 2024, granting approval to a settlement of the Derivative Actions.

Pursuant to this order and judgment (i) insurance carriers funded a $ 123 million settlement, of which

$ 24.6 million was awarded to plaintiffs' counsel for attorneys' fees and the balance was awarded to the Company;

and (ii) the Company agreed to maintain certain corporate governance practices for a period of at least five years .

The settlement does not include any admission of liability, and the defendants expressly deny any wrongdoing.

The Company has provided notice of the settlement to shareholders as directed by Court Order.

The Court has scheduled a hearing on December 20, 2024 to consider whether to approve the settlement.

If approved, the Company will record the net proceeds as a reduction to operating, selling, general, and administrative expense in the period realized.

The Company received settlement proceeds of approximately $ 99 million on December 24, 2024 and recorded it as a reduction to operating, selling, general, and administrative expense.

The Abt and Nguyen actions were dismissed on January 16, 2025.

On June 5, 2025, the Board of Directors dissolved the SLC.

False Claims Act Litigation.

5 unchanged sentences

District Court for the District of Delaware.

The operative complaint is brought by two former pharmacists of the Company as relators and alleges the Company violated the Controlled Substances Act and state pharmacy regulations and that such conduct constitutes violations of the federal False Claims Act.

The Company filed a motion to dismiss on October 31, 2024.

On January 9, 2025, the plaintiffs filed a third amended complaint on behalf of two former pharmacists of the Company as relators that alleges the Company violated the Controlled Substances Act and state pharmacy regulations and that such conduct constitutes violations of the federal False Claims Act.

The Company has filed a renewed motion to dismiss that is currently pending with the Court.

Other Legal Proceedings

Asda Equal Value Claims.

Asda, formerly a subsidiary of the Company, was and still is a defendant in certain equal value claims that began in 2008 and are proceeding before an Employment Tribunal in Manchester in the United Kingdom on behalf of current and former Asda store employees, as well as additional claims in the High Court of the United Kingdom (the "Asda Equal Value Claims").

Further claims may be asserted in the future.

Asda, formerly a subsidiary of the Company, is a defendant in certain equal value claims that began in 2008 and are proceeding in the United Kingdom before an Employment Tribunal in Manchester and before the High Court.

Claims have been brought by approximately 70,000 current and former Asda store employees who allege their work is of equal value to the work done by employees in Asda's distribution centers and that the difference in pay and conditions between the different jobs is not objectively justified.

Additional employees may assert claims in the future.

The legal proceedings to consider these equal value claims are in three phases, and the first phase is complete.

Certain claims remain under consideration in the second phase.

On January 31, 2025, the Employment Tribunal issued a ruling that certain of the claims are permitted to advance to the third phase.

There are factual and legal defenses to the equal value claims, and the Company intends to vigorously defend them.

Subsequent to the divestiture of Asda in February 2021, the Company continues to oversee the conduct of the defense of these claims.

While potential liability for these claims remains with Asda, the Company has agreed to provide indemnification with respect to certain of these claims up to a contractually determined amount.

The Company cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise related to these proceedings.

The Company cannot predict the number of such claims that may ultimately be filed and cannot reasonably estimate any loss or range of loss that may arise related to these proceedings.

Accordingly, the Company can provide no assurance as to the scope and outcome of these matters.

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On October 18, 2024, the Court certified its rulings on the motions to dismiss for interlocutory appeal and stayed discovery.

On October 28, 2024, Walmart filed a petition for interlocutory appeal with the Seventh Circuit Court of Appeals.

The petition for interlocutory appeal was granted on November 18, 2024.

The appeal will proceed on the merits.

The Seventh Circuit Court of Appeals accepted the matter for interlocutory appeal, and it remains pending before that court.

The Company intends to vigorously defend these matters.

1 unchanged sentence

Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Driver Platform Matters.

On December 23, 2024, the Consumer Financial Protection Bureau ("CFPB") filed a lawsuit against the Company and Branch Messenger, Inc.

in the District of Minnesota alleging the Company violated the Consumer Financial Protection Act by allegedly requiring independent contractor drivers on the Spark platform to receive payments through a financial product offered by Branch.

The CFPB sought an injunction and unspecified restitution, damages, and civil penalties.

On May 13, 2025, the CFPB dismissed with prejudice the lawsuit against the Company.

The Company has been responding to subpoenas, information requests and investigations from other governmental entities regarding the independent contractor classification of drivers and payment and operational practices with respect to the driver platform.

The Company is also defending putative class and representative action civil litigation relating to driver classification and defending other civil litigation and arbitration claims in connection with the driver platform.

The Company intends to vigorously defend these matters.

However, the Company can provide no assurance as to the scope and outcome of these matters and cannot reasonably estimate any loss or range of loss that may arise.

Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Mexico Antitrust Matter .

On October 6, 2023, the Comisión Federal de Competencia Económica of México ("COFECE") notified the main Mexican operating subsidiary of Wal-Mart de México, S.A.B.

("Walmex"), a majority owned subsidiary of the Company, that COFECE's Investigatory Authority ("IA") had requested COFECE to initiate a quasi-judicial administrative process against Walmex's subsidiary for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services.

The quasi-judicial administrative process is the first opportunity for Walmex's subsidiary to respond to and defend against the IA's allegations before COFECE.

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

although any non-structural conduct measures would be required to be implemented pending any appeal.

On December 14, 2023, Walmex's subsidiary submitted its defense arguments.

On August 27, 2024, Walmex's subsidiary submitted its closing arguments and an oral hearing was held on September 30, 2024.

A resolution in this administrative stage is expected during the fourth quarter of fiscal 2025 and Walmex will continue to defend against the allegations vigorously if required, before any courts.

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

("Walmex"), a majority owned subsidiary of the Company, that COFECE's Investigatory Authority ("IA") had recommended the initiation of a quasi-judicial administrative process against Walmex's subsidiary for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services.

On December 12, 2024, after Walmex provided defenses, produced expert evidence and participated in a hearing, COFECE issued a split decision that Walmex's subsidiary had engaged in a single relative monopolistic practice in relation to the negotiation of two types of contributions with its suppliers.

The resolution imposed a monetary penalty on Walmex's subsidiary in the amount of $ 93.4 million pesos (approximately $ 5 million U.S.

dollars) and certain non-structural conduct measures relating to the two prohibited types of supplier contributions (while recognizing that other supplier contributions can continue).

On January 6, 2025, Walmex's subsidiary challenged COFECE's resolution through an appeal in the specialized federal courts.

Until the appeal is resolved, Walmex's subsidiary will operate in compliance with COFECE's ruling.

Payment of the monetary penalty is stayed until the lawsuit is resolved.

Foreign Direct Investment Matters.

In July 2021, the Directorate of Enforcement in India issued a show cause notice to Flipkart Private Limited and one of its subsidiaries ("Flipkart"), and to unrelated companies and individuals, including certain current and former shareholders and directors of Flipkart.

The notice requests the recipients to show cause as to why further proceedings under India's Foreign Direct Investment rules and regulations (the "Rules") should not be initiated against them based on alleged violations during the period from 2009 to 2015, prior to the Company's acquisition of a majority stake in Flipkart in 2018 (the "Notice"), in addition to more recent requests for information from the Directorate of Enforcement to Flipkart for periods prior and subsequent to April 2016 regarding the Rules (the "Requests").

The Notice is an initial stage of proceedings under the Rules which could, depending upon the conclusions at the end of the initial stage, lead to a hearing to consider the merits of the allegations described in the Notice.

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Flipkart has been responding to the Notice and, if the matter progresses to a consideration of the merits of the allegations described in the Notice, Flipkart intends to defend against the allegations vigorously.

Due to the fact that the process regarding the Notice is in

the early stages, the Company is unable to predict whether the Notice will lead to a hearing on the merits or, if it does, the final outcome of the resulting proceedings, as well as whether any further proceedings will arise with respect to the Requests.

Due to the fact that the process regarding the Notice is in the early stages, the Company is unable to predict whether the Notice will lead to a hearing on the merits or, if it does, the final outcome of the resulting proceedings, as well as whether any further proceedings will arise with respect to the Requests.

The Company cannot reasonably estimate any loss or range of loss that may arise from these matters and can provide no assurance as to the scope or outcome of any proceeding that might result from the Notice or the Requests, or the amount of the proceeds the Company may receive in indemnification from individuals and entities that sold shares to the Company under the 2018 agreement for the period prior to the date the Company acquired its majority stake in Flipkart, and further can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

India Antitrust Matter.

On January 13, 2020, the Competition Commission of India ("CCI") ordered its Director General ("DG") to investigate certain matters alleging competition law violations by certain subsidiaries of Flipkart in India and other parties.

On September 13, 2024, those subsidiaries received a non-confidential version of the DG's Investigation Report ("Report"), alleging certain competition law violations.

On January 13, 2020, the Competition Commission of India ("CCI") ordered its Director General (the "DG") to investigate certain matters alleging competition law violations by certain subsidiaries of Flipkart in India and other parties.

On September 13, 2024, those subsidiaries received a non-confidential version of the DG's Investigation Report (the "Report"), alleging certain competition law violations.

CCI is not bound by the Report, and will conduct its independent analysis of the allegations, including hearing objections from the subsidiaries and other parties before issuing its final order in the matter, which could include monetary and non-monetary relief.

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

Walmart U.S., Walmart International and Sam's Club.

The Company defines its segments as those operations whose results the chief operating decision maker ("CODM") regularly reviews to analyze performance and allocate resources.

Walmart U.S., Walmart International and Sam's Club U.S.

The Company defines its segments as those operations whose results the chief operating decision maker ("CODM"), the Company's Chief Executive Officer, regularly reviews to analyze performance and allocate resources.

The Company sells similar individual products and services in each of its segments.

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The Walmart U.S.

segment includes the Company's mass merchandising concept in the U.S., as well as eCommerce, which includes omni-channel initiatives and certain other business offerings such as advertising services through Walmart Connect.

The Walmart International segment consists of the Company's operations outside of the U.S., as well as eCommerce and omni-channel initiatives.

The Sam's Club segment includes the warehouse membership clubs in the U.S., as well as samsclub.com and omni-channel initiatives.

segment includes the Company's mass merchandising concept in the U.S., as well as eCommerce, which includes omnichannel initiatives and certain other business offerings such as advertising services.

The Walmart International segment consists of the Company's operations outside of the U.S., as well as eCommerce and omnichannel initiatives.

The Sam's Club U.S.

segment includes the warehouse membership clubs in the U.S., as well as samsclub.com and omnichannel initiatives.

Corporate and support consists of corporate overhead and other items not allocated to any of the Company's segments.

The Company measures the results of its segments using, among other measures, each segment's net sales and operating income, which includes certain corporate overhead allocations.

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

Net sales by segment are as follows:

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

The Company measures the profit or loss of its segments using operating income.

The CODM uses operating income to allocate resources across the reportable segments as part of the Company's long-range and annual planning processes, and to evaluate planned versus actual results when assessing segment operating performance.

From time to time, the Company may revise the measurement of each segment's operating income, including any corporate overhead allocations, and presentation of significant segment expenses, as determined by the information regularly reviewed by its CODM.

The operating results of each reportable segment, including the mix of cost of sales and operating, selling, general and administrative expenses, are not directly comparable due to differences in business model, format and channel mix.

Additionally, the operating results of each reportable segment may not be comparable to those of other retailers.

Information for the Company's segments, as well as for Corporate and support, including the reconciliation to income before income taxes, is provided as follows:

Three Months Ended April 30,

(Amounts in millions)

2024 2023 2024 2023

Net sales $ 112,163 $ 108,670

Membership and other income 636 613

Total revenues

112,799 109,283

Cost of sales 81,352 79,095

Operating, selling, general and administrative expenses 25,742 24,856

Operating income $ 5,705 $ 5,332

Walmart International

Sam's Club 22,851 21,998 67,139 64,327

Net sales $ 29,754 $ 29,833

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

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

(Amounts in millions)

Membership and other income 379 384

Total revenues

30,133 30,217

Operating income (loss):

Cost of sales 23,464 23,328

Operating, selling, general and administrative expenses 5,405 5,356

Operating income $ 1,264 $ 1,533

Sam's Club U.S.

Net sales $ 22,064 $ 21,435

Membership and other income 607 561

Total revenues

22,671 21,996

Walmart International 1,204 1,117 4,097 3,471

Sam's Club 634 593 1,830 1,572

Cost of sales 19,487 19,008

Operating, selling, general and administrative expenses 2,498 2,373

Operating income $ 686 $ 615

Corporate and support

Membership and other income (2)

Operating, selling, general and administrative expenses 526 651

Operating loss $ ( 520 ) $ ( 639 )

Net sales $ 163,981 $ 159,938

Membership and other income 1,628 1,570

Total revenues

165,609 161,508

Cost of sales 124,303 121,431

Operating, selling, general and administrative expenses 34,171 33,236

Operating income 7,135 6,841

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Income before income taxes $ 5,994 $ 7,035

$ 6,098 $ 915 $ 19,346 $ 14,330

(1) Total fuel-related cost of sales and operating, selling, general and administrative expenses for Sam's Club U.S.

were $ 2.2 billion and $ 2.6 billion for the three months ended April 30, 2025 and 2024, respectively.

(2) Includes other income from corporate campus facilities.

Total assets, depreciation and amortization, and capital expenditures for the Company's segments, as well as for Corporate and support, are as follows:

Three Months Ended April 30,

(Amounts in millions)

Total assets $ 150,796 $ 139,567

Depreciation and amortization 2,240 2,042

Capital expenditures 3,772 3,547

Walmart International

Total assets $ 80,688 $ 86,347

Depreciation and amortization 549 569

Capital expenditures 481 461

Sam's Club U.S.

Total assets $ 16,752 $ 15,755

Depreciation and amortization 189 167

Capital expenditures 144 152

Corporate and support

Total assets $ 14,136 $ 12,385

Depreciation and amortization 391 350

Capital expenditures 589 516

Total assets $ 262,372 $ 254,054

Depreciation and amortization 3,369 3,128

Capital expenditures 4,986 4,676

Total revenues and long-lived assets, consisting primarily of net property and equipment and lease right-of-use assets, aggregated by the Company's U.S.

operations, are as follows:

Three Months Ended April 30,

(Amounts in millions) 2025 2024

operations $ 135,476 $ 131,291

operations 30,133 30,217

Total revenues $ 165,609 $ 161,508

Long-lived assets

operations $ 116,186 $ 105,780

operations 24,698 25,565

Total long-lived assets $ 140,884 $ 131,345

No individual country outside of the U.S.

had total revenues or long-lived assets that were material to the consolidated totals.

Additionally, the Company did not generate material revenues from any single customer.

Disaggregated Revenues

In the following tables, segment net sales are disaggregated by either merchandise category or by market.

In the following tables, segment net sales are disaggregated by either merchandise category or market.

In addition, net sales related to eCommerce are provided for each segment.

Net sales related to eCommerce include omnichannel sales where a customer initiates an order digitally and the order is fulfilled through a store or club, as well as net sales from other business offerings that are part of the Company's ecosystem such as certain advertising arrangements, fulfillment services, and data insights.

From time to time, the Company revises the assignment of net sales of a particular item to a merchandise category.

When the assignment changes, previous period amounts are reclassified to be comparable to the current period's presentation.

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

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

(Amounts in millions) Three Months Ended April 30,

net sales by merchandise category 2025 2024

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Total $ 112,163 $ 108,670

Of Walmart U.S.'s total net sales, approximately $ 19.5 billion and $ 16.0 billion related to eCommerce for the three months ended October 31, 2024 and 2023, respectively, and approximately $ 56.0 billion and $ 46.0 billion related to eCommerce for the nine months ended October 31, 2024 and 2023, respectively.

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

Of Walmart U.S.'s total net sales, approximately $ 21.4 billion and $ 17.6 billion related to eCommerce for the three months ended April 30, 2025 and 2024, respectively.

(Amounts in millions) Three Months Ended April 30,

Walmart International net sales by market 2025 2024

Mexico and Central America $ 11,714 $ 13,232

Canada 5,803 5,668 17,022 16,650

China 6,579 5,443

Canada 5,145 5,328

Other 6,316 5,830

Total $ 29,754 $ 29,833

Of Walmart International's total net sales, approximately $ 8.1 billion and $ 5.7 billion related to eCommerce for the three months ended October 31, 2024 and 2023, respectively, and approximately $ 21.3 billion and $ 16.8 billion related to eCommerce for the nine months ended October 31, 2024 and 2023, respectively.

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

Sam's Club net sales by merchandise category 2024 2023 2024 2023

Grocery and consumables $ 15,556 $ 14,512 $ 44,862 $ 42,335

Fuel, tobacco and other categories 2,980 3,523 9,430 10,049

Home and apparel 2,073 2,084 6,623 6,591

Of Walmart International's total net sales, approximately $ 7.7 billion and $ 6.4 billion related to eCommerce for the three months ended April 30, 2025 and 2024, respectively.

(Amounts in millions) Three Months Ended April 30,

Sam's Club U.S.

net sales by merchandise category 2025 2024

Grocery $ 15,443 $ 14,574

Fuel and other 2,851 3,334

General merchandise 2,536 2,477

Health and wellness 1,234 1,050

Technology, office and entertainment 602 566 1,786 1,697

Total $ 22,064 $ 21,435

Of Sam's Club's total net sales, approximately $ 3.1 billion and $ 2.4 billion related to eCommerce for the three months ended October 31, 2024 and 2023, respectively, and approximately $ 8.7 billion and $ 7.1 billion related to eCommerce for the nine months ended October 31, 2024 and 2023, respectively.

Of Sam's Club U.S.'s total net sales, approximately $ 3.3 billion and $ 2.6 billion related to eCommerce for the three months ended April 30, 2025 and 2024, respectively.

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

What changed 10-Q

Item 1. Financial Statements