What changed in this filing

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Item 1. Financial Statements

2025-12-03 compared with 2025-08-29 · 80 added, 64 removed, 513 unchanged (22% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

Three Months Ended July 31, Six Months Ended July 31,

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

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

14 unchanged sentences

Consolidated net income 6,088 4,714 17,878 14,732

Consolidated net income attributable to noncontrolling interest ( 125 ) ( 210 ) ( 277 ) ( 413 )

Consolidated net (income) loss attributable to noncontrolling interest 55 ( 137 ) ( 222 ) ( 550 )

Consolidated net income attributable to Walmart $ 6,143 $ 4,577 $ 17,656 $ 14,182

8 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended July 31, Six Months Ended July 31,

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

(Amounts in millions) 2025 2024 2025 2024

Consolidated net income $ 6,088 $ 4,714 $ 17,878 $ 14,732

Consolidated net income attributable to noncontrolling interest ( 125 ) ( 210 ) ( 277 ) ( 413 )

Consolidated net (income) loss attributable to noncontrolling interest 55 ( 137 ) ( 222 ) ( 550 )

Consolidated net income attributable to Walmart 6,143 4,577 17,656 14,182

10 unchanged sentences

Condensed Consolidated Balance Sheets

July 31, January 31, July 31,

October 31, January 31, October 31,

(Amounts in millions) 2025 2025 2024

63 unchanged sentences

Balances as of July 31, 2025 7,975 $ 797 $ 5,718 $ 96,328 $ ( 12,733 ) $ 90,110 $ 6,440 $ 96,550

Consolidated net income

— — — 6,143 — 6,143 ( 51 ) 6,092

Other comprehensive loss, net of income taxes — — — — ( 391 ) ( 391 ) ( 42 ) ( 433 )

Purchase of Company stock ( 8 ) ( 1 ) ( 45 ) ( 759 ) — ( 805 ) — ( 805 )

Dividends to noncontrolling interest — — — — — — 7 7

Other 5 1 1,190 ( 154 ) — 1,037 ( 242 ) 795

Balances as of October 31, 2025 7,972 $ 797 $ 6,863 $ 101,558 $ ( 13,124 ) $ 96,094 $ 6,112 $ 102,206

See accompanying notes.

22 unchanged sentences

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.

Condensed Consolidated Statements of Cash Flows

Six Months Ended July 31,

Nine Months Ended October 31,

(Amounts in millions) 2025 2024

28 unchanged sentences

Effect of exchange rates on cash, cash equivalents and restricted cash 151 ( 351 )

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

341 ( 1,056 )

Net increase 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 July 2025 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 October 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.

6 unchanged sentences

Supplier Financing Program Obligations

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.

The Company has supplier financing programs with financial institutions, whereby 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.

The outstanding payment obligations to financial institutions under these programs were $ 5.7 billion for each of the periods ended July 31, 2025, January 31, 2025 and July 31, 2024.

The outstanding payment obligations to financial institutions under these programs were $ 6.2 billion, $ 5.7 billion and $ 6.8 billion as of October 31, 2025, January 31, 2025 and October 31, 2024, respectively.

Recent Accounting Pronouncements

15 unchanged sentences

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 six months ended July 31, 2025 and 2024.

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 July 31, Six Months Ended July 31,

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

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

Consolidated net income $ 6,088 $ 4,714 $ 17,878 $ 14,732

Consolidated net income attributable to noncontrolling interest ( 125 ) ( 210 ) ( 277 ) ( 413 )

Consolidated net (income) loss attributable to noncontrolling interest 55 ( 137 ) ( 222 ) ( 550 )

Consolidated net income attributable to Walmart $ 6,143 $ 4,577 $ 17,656 $ 14,182

17 unchanged sentences

Balances as of July 31, 2025 $ ( 12,027 ) $ ( 706 ) $ ( 12,733 )

Other comprehensive loss before reclassifications, net

( 371 ) ( 45 ) ( 416 )

Reclassifications to income, net — 25 25

Balances as of October 31, 2025 $ ( 12,398 ) $ ( 726 ) $ ( 13,124 )

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

9 unchanged sentences

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 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.

5 unchanged sentences

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

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

The following table provides the changes in the Company's long-term debt for the six months ended July 31, 2025:

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

The following table provides the changes in the Company's long-term debt for the nine months ended October 31, 2025:

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

5 unchanged sentences

Currency and other adjustments

Balances as of July 31, 2025 $ 4,011 $ 35,640 $ 39,651

( 1 ) 612 611

Balances as of October 31, 2025 $ 3,523 $ 34,445 $ 37,968

(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 six months ended July 31, 2025, for general corporate purposes, is as follows:

Information on significant long-term debt issued during the nine months ended October 31, 2025, for general corporate purposes, is as follows:

(Amounts in millions)

8 unchanged sentences

Debt Repayments

Information on significant long-term debt repayments during the six months ended July 31, 2025 is as follows:

Information on significant long-term debt repayments during the nine months ended October 31, 2025 is as follows:

(Amounts in millions)

2 unchanged sentences

June 26, 2025 $ 875 Fixed 3.550 % $ 875

September 9, 2025 $ 1,750 Fixed 3.900 % 1,750

Fair Value Measurements

7 unchanged sentences

The fair value of these investments is as follows:

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

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

Equity investments measured using Level 1 inputs $ 1,557 $ 959

1 unchanged sentence

Total $ 6,711 $ 3,041

The fair value of these investments increased $ 2.2 billion and $ 1.5 billion for the three and six months ended July 31, 2025, respectively, and decreased $ 1.1 billion and $ 0.6 billion for the three and six months ended July 31, 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.

The fair value of these investments increased $ 2.1 billion and $ 3.7 billion for the three and nine months ended October 31, 2025, respectively, primarily due to gains and losses resulting from net changes in the underlying stock prices of the investments and certain other immaterial investment activity.

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 certain strategic investments, 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.

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

2 unchanged sentences

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

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

July 31, 2025 January 31, 2025

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

October 31, 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 July 31, 2025 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 October 31, 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 July 31, 2025 and January 31, 2025, are as follows:

July 31, 2025 January 31, 2025

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

October 31, 2025 January 31, 2025

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

7 unchanged sentences

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

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

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

Settlement of Certain Opioid-Related Matters

17 unchanged sentences

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

A trial involving claims brought by Lake and Trumbull Counties in Ohio 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.

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.

Lake and Trumbull Counties agreed to settle their remaining opioid-related claims against the Company for an amount that is not material.

The MDL Court dismissed those claims with prejudice on July 25, 2025.

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

Several 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.

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 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.

A jury trial on this matter commenced on September 18, 2025, and is ongoing.

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.

14 unchanged sentences

Those actions were filed in the U.S.

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

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

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

On April 8, 2024, the Court granted the Company's motion to

dismiss these actions.

The plaintiffs appealed, and on August 29, 2025, the Third Circuit Court of Appeals affirmed the dismissal of these actions.

13 unchanged sentences

Additional employees may assert claims in the future.

The High Court claims are stayed pending the determination of a cohort of claims brought in the Employment Tribunal.

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.

Certain claims remain under consideration in the second phase.

The hearing on the third phase is scheduled to begin on November 23, 2026.

4 unchanged sentences

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

Money Transfer Agent Services Matters.

Money Transfer Agent Services Matter.

The Company has responded to grand jury subpoenas issued by the United States Attorney's Office for the Middle District of Pennsylvania on behalf of the DOJ seeking documents regarding the Company's consumer fraud prevention program and anti-money laundering compliance related to the Company's money transfer services, where Walmart is an agent.

4 unchanged sentences

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

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

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

District Court for the Northern District of Illinois alleging that Walmart violated the Federal Trade Commission Act and the Telemarketing Sales Rule regarding its money transfer agent services and is requesting non-monetary relief and civil penalties.

Following rulings on Walmart's motion to dismiss, the FTC filed an amended complaint on June 30, 2023.

On July 3, 2024, the Court granted in part Walmart's motion to dismiss the amended complaint by dismissing with prejudice the claims under the Telemarketing Sales Rule but denying the motion to dismiss with respect to claims for injunctive relief under Section 5 of the Federal Trade Commission Act.

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

The Seventh Circuit Court of Appeals accepted the matter for interlocutory appeal.

The FTC and the Company agreed to resolve this matter pursuant to a Stipulated Order for Injunction and Monetary Judgment entered June 23, 2025.

Pursuant to this settlement and without admitting liability, the Company agreed to pay $ 10 million and comply with certain laws through its ongoing anti-fraud program for a period of three years .

The appeal was dismissed on June 25, 2025.

Driver Platform Matters.

7 unchanged sentences

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 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.

("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.

6 unchanged sentences

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, including the most recent request in April 2025 (the "Requests").

In addition, there have been more recent requests for information from the Directorate of Enforcement to Flipkart for periods prior and subsequent to April 2016 regarding the Rules, including the most recent request in April 2025 (the "Requests"), to which Flipkart has been responding.

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

If a hearing is initiated, whether with respect to the Notice or from further proceedings related to the Requests, and if it is determined that violations of the Rules occurred, then the regulatory authority has the authority to impose monetary and/or non-monetary relief, such as share ownership restrictions.

If a hearing on the merits is initiated, whether with respect to the Notice or pursuant to any further proceedings related to the Requests, and if it is determined that violations of the Rules occurred, then the regulatory authority has the authority to impose monetary and/or non-monetary relief, such as share ownership restrictions.

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

26 unchanged sentences

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 July 31, Six Months Ended July 31,

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

(Amounts in millions)

40 unchanged sentences

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

were $ 2.3 billion and $ 2.7 billion for the three months ended July 31, 2025 and 2024, respectively, and $ 4.5 billion and $ 5.3 billion for the six months ended July 31, 2025 and 2024, respectively.

were $ 2.2 billion and $ 2.4 billion for the three months ended October 31, 2025 and 2024, respectively, and $ 6.7 billion and $ 7.7 billion for the nine months ended October 31, 2025 and 2024, respectively.

(2) Includes other income from corporate campus facilities.

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

Three Months Ended July 31, Six Months Ended July 31,

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

(Amounts in millions)

14 unchanged sentences

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

July 31, January 31,

October 31, January 31,

(Amounts in millions) 2025 2025

14 unchanged sentences

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

(Amounts in millions) Three Months Ended July 31, Six Months Ended July 31,

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

net sales by merchandise category 2025 2024 2025 2024

4 unchanged sentences

Total $ 120,678 $ 114,875 $ 353,752 $ 338,892

Of Walmart U.S.'s total net sales, approximately $ 23.7 billion and $ 18.9 billion related to eCommerce for the three months ended July 31, 2025 and 2024, respectively, and approximately $ 45.1 billion and $ 36.5 billion related to eCommerce for the six months ended July 31, 2025 and 2024, respectively.

(Amounts in millions) Three Months Ended July 31, Six Months Ended July 31,

Of Walmart U.S.'s total net sales, approximately $ 24.8 billion and $ 19.5 billion related to eCommerce for the three months ended October 31, 2025 and 2024, respectively, and approximately $ 70.0 billion and $ 56.0 billion related to eCommerce for the nine months ended October 31, 2025 and 2024, respectively.

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

Walmart International net sales by market 2025 2024 2025 2024

4 unchanged sentences

Total $ 33,541 $ 30,277 $ 94,496 $ 89,677

Of Walmart International's total net sales, approximately $ 8.3 billion and $ 6.8 billion related to eCommerce for the three months ended July 31, 2025 and 2024, respectively, and approximately $ 16.0 billion and $ 13.2 billion related to eCommerce for the six months ended July 31, 2025 and 2024, respectively.

(Amounts in millions) Three Months Ended July 31, Six Months Ended July 31,

Of Walmart International's total net sales, approximately $ 10.2 billion and $ 8.1 billion related to eCommerce for the three months ended October 31, 2025 and 2024, respectively, and approximately $ 26.1 billion and $ 21.3 billion related to eCommerce for the nine months ended October 31, 2025 and 2024, respectively.

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

Sam's Club U.S.

5 unchanged sentences

Total $ 23,550 $ 22,851 $ 69,252 $ 67,139

Of Sam's Club U.S.'s total net sales, approximately $ 3.7 billion and $ 3.0 billion related to eCommerce for the three months ended July 31, 2025 and 2024, respectively, and approximately $ 7.1 billion and $ 5.6 billion related to eCommerce for the six months ended July 31, 2025 and 2024, respectively.

Of Sam's Club U.S.'s total net sales, approximately $ 3.8 billion and $ 3.1 billion related to eCommerce for the three months ended October 31, 2025 and 2024, respectively, and approximately $ 10.8 billion and $ 8.7 billion related to eCommerce for the nine months ended October 31, 2025 and 2024, respectively.

Share-based compensation and noncontrolling interest

In September 2025, the Company's PhonePe subsidiary modified certain of its share-based payment arrangements in contemplation of a potential initial public offering.

Upon modification, the Company recorded a non-cash charge of $ 0.7 billion (a portion of which was based on grant-date fair value) in operating, selling, general and administrative expenses within the Walmart International segment, primarily related to previously unrecognized share-based compensation expense under these arrangements.

Following the modification, certain PhonePe employee-held options were vested and exercised (including certain previously vested awards), which decreased the Company's ownership in PhonePe from approximately 84 % to approximately 73 %.

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