What changed in this filing

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Item 1. Financial Statements

2026-08-28 compared with 2026-05-29 · 93 added, 56 removed, 434 unchanged (26% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

Three Months Ended April 30,

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

(Amounts in millions, except per share data) 2026 2025 2026 2025

6 unchanged sentences

Operating income 9,383 7,286 16,876 14,421

Debt 137 651 711 1,170

Finance lease 126 118 251 236

16 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended April 30,

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

(Amounts in millions) 2026 2025 2026 2025

3 unchanged sentences

Other comprehensive income (loss), net of income taxes 534 750 ( 432 ) 1,095

Other comprehensive (income) loss attributable to noncontrolling interest 131 ( 36 )

Other comprehensive income attributable to noncontrolling interest ( 132 ) ( 187 ) ( 1 ) ( 223 )

Other comprehensive income (loss) attributable to Walmart 402 563 ( 433 ) 872

4 unchanged sentences

Condensed Consolidated Balance Sheets

April 30, January 31, April 30,

July 31, January 31, July 31,

(Amounts in millions) 2026 2026 2025

53 unchanged sentences

Balances as of April 30, 2026 7,962 $ 796 $ 6,898 $ 100,241 $ ( 13,605 ) $ 94,330 $ 6,352 $ 100,682

Consolidated net income — — — 6,366 — 6,366 163 6,529

Other comprehensive income, net of immaterial income taxes

— — — — 402 402 132 534

Purchase of Company stock ( 26 ) ( 2 ) ( 196 ) ( 2,849 ) — ( 3,047 ) — ( 3,047 )

Dividends to noncontrolling interest — — — — — — ( 322 ) ( 322 )

Other 6 — 344 ( 157 ) — 187 ( 57 ) 130

Balances as of July 31, 2026 7,942 $ 794 $ 7,046 $ 103,601 $ ( 13,203 ) $ 98,238 $ 6,268 $ 104,506

Accumulated Total

11 unchanged sentences

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

Consolidated net income — — — 7,026 — 7,026 132 7,158

Other comprehensive income, net of immaterial income taxes

— — — — 563 563 187 750

Purchase of Company stock ( 16 ) ( 2 ) ( 90 ) ( 1,500 ) — ( 1,592 ) — ( 1,592 )

Dividends to noncontrolling interest — — — — — — ( 424 ) ( 424 )

Other 5 — 367 ( 47 ) — 320 ( 3 ) 317

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

See accompanying notes.

Condensed Consolidated Statements of Cash Flows

Three Months Ended April 30,

Six Months Ended July 31,

(Amounts in millions) 2026 2025

16 unchanged sentences

Proceeds from disposal of property and equipment

Proceeds from disposal of certain strategic investments

Other investing activities ( 249 ) ( 606 )

7 unchanged sentences

Other financing activities ( 1,643 ) ( 905 )

Net cash provided by financing activities 2,328 8

Net cash used in financing activities ( 4,842 ) ( 6,993 )

Effect of exchange rates on cash, cash equivalents and restricted cash 67 181

Net increase (decrease) in cash, cash equivalents and restricted cash ( 2 ) 396

Net increase in cash, cash equivalents and restricted cash 671 341

Cash, cash equivalents and restricted cash at beginning of year 11,321 9,536

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 April 2026 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 July 2026 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.

8 unchanged sentences

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 $ 5.9 billion, $ 6.0 billion and $ 5.6 billion as of April 30, 2026, January 31, 2026 and April 30, 2025, respectively.

The outstanding payment obligations to financial institutions under these programs were $ 6.4 billion, $ 6.0 billion and $ 5.7 billion as of July 31, 2026, January 31, 2026 and July 31, 2025, respectively.

The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.

The Company records interest related to unrecognized tax benefits in interest expense in the Company's Condensed Consolidated Statements of Income.

During the quarter ended July 31, 2026, the Company recorded a $ 0.4 billion benefit to income tax expense and a $ 0.5 billion reduction of interest expense in the Condensed Consolidated Statements of Income related to changes in unrecognized tax benefits.

Recent Accounting Pronouncements

8 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 months ended April 30, 2026 and 2025.

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

Three Months Ended April 30,

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

(Amounts in millions, except per share data) 2026 2025 2026 2025

13 unchanged sentences

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

of $ 15.0 billion at April 30, 2026 and January 31, 2026, all undrawn.

The following table provides the changes in the Company's long-term debt for the three months ended April 30, 2026:

of $ 15.0 billion at July 31, 2026 and January 31, 2026, all undrawn.

The following table provides the changes in the Company's long-term debt for the six months ended July 31, 2026:

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

6 unchanged sentences

( 18 ) ( 143 ) ( 161 )

Balances as of April 30, 2026 $ 3,896 $ 36,887 $ 40,783

Balances as of July 31, 2026 $ 3,470 $ 36,462 $ 39,932

(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, 2026, for general corporate purposes, is as follows:

Information on significant long-term debt issued during the six months ended July 31, 2026, for general corporate purposes, is as follows:

(Amounts in millions)

8 unchanged sentences

These issuances do not contain any financial covenants and do not restrict the Company's ability to pay dividends or repurchase company stock.

Information on significant long-term debt maturities during the three months ended April 30, 2026 is as follows:

Information on significant long-term debt maturities during the six months ended July 31, 2026 is as follows:

(Amounts in millions)

2 unchanged sentences

April 15, 2026 $ 750 4.000 % 750

July 8, 2026 $ 799 3.050 % 799

Fair Value Measurements

7 unchanged sentences

The fair value of these investments is as follows:

(Amounts in millions) Fair Value as of April 30, 2026 Fair Value as of January 31, 2026

(Amounts in millions) Fair Value as of July 31, 2026 Fair Value as of January 31, 2026

Equity investments measured using Level 1 inputs $ 860 $ 1,037

2 unchanged sentences

Total $ 4,867 $ 5,675

The fair value of these investments increased $ 0.3 billion and decreased $ 0.5 billion for the three months ended April 30, 2026 and 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 $ 1.1 billion and $ 0.8 billion for the three and six months ended July 31, 2026, respectively, and increased $ 2.0 billion and $ 1.4 billion for the three and six months ended July 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 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 April 30, 2026 and January 31, 2026, the notional amounts and fair values of these derivatives were as follows:

April 30, 2026 January 31, 2026

As of July 31, 2026 and January 31, 2026, the notional amounts and fair values of these derivatives were as follows:

July 31, 2026 January 31, 2026

(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 April 30, 2026 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 July 31, 2026 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 April 30, 2026 and January 31, 2026, are as follows:

April 30, 2026 January 31, 2026

The carrying value and fair value of the Company's long-term debt as of July 31, 2026 and January 31, 2026, are as follows:

July 31, 2026 January 31, 2026

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

2 unchanged sentences

Legal Proceedings

The Company is involved in a number of legal proceedings and certain regulatory matters.

The Company is involved in a number of legal proceedings and regulatory matters.

The Company records a liability for those legal proceedings and regulatory matters when it determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

8 unchanged sentences

and actions filed by political subdivisions or Native American tribes that elected not to join the national settlements the Company disclosed in fiscal year 2023.

The Company cannot 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.

Except as noted below, the Company cannot reasonably estimate any loss or range of loss that may arise from these matters and 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.

Civil Litigation in the U.S.

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 payors, asserting claims generally concerning the impacts of widespread opioid abuse.

In December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous lawsuits filed against a wide array of defendants by various plaintiffs asserting claims generally concerning the impacts of widespread opioid abuse.

The consolidated multidistrict litigation is entitled In re National Prescription Opiate Litigation (MDL No.

1 unchanged sentence

District Court for the Northern District of Ohio (the "MDL Court").

The Company remains a party to opioid-related cases in the MDL and in state and federal courts brought by healthcare providers, third-party payors, individuals and others seeking compensatory and punitive damages and injunctive relief.

Four cases brought by third-party payors 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 in state court in Florida asserted claims on behalf of several hospital systems against the Company and other defendants.

A jury trial in this matter ended on December 8, 2025, at which time the Court declared a mistrial.

On May 26, 2026, the Court granted a directed verdict and entered judgment in favor of the Company and other defendants.

Final approval of a settlement resolving the opioid-related claims of a nationwide class of third-party payors is pending with the MDL Court.

The Company remains a party to certain other opioid-related matters in the MDL.

Of those remaining cases, one brought by a hospital system has been selected as a bellwether case to proceed through discovery.

The MDL Court may designate additional bellwether cases in the future.

The Company is also a defendant to other opioid-related matters and in state and federal courts.

The Florida Health Sciences Center case in a Florida state court asserted claims on behalf of several hospital systems against the Company and other defendants.

A jury trial in this matter ended in a mistrial, and the Court thereafter granted a directed verdict and entered judgment in favor of the Company and other defendants.

The plaintiffs have appealed.

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.

7 unchanged sentences

The complaint alleges that this conduct resulted in violations of the Controlled Substances Act.

The DOJ is seeking civil penalties and injunctive relief.

On March 11, 2024, the Court granted in-part Walmart's motion to dismiss by dismissing the entirety of the DOJ's claims related to distribution and dismissing the DOJ's claims arising under one of the DOJ's two dispensing liability theories.

The DOJ's claims arising under its other dispensing liability theory remain pending.

Trial is scheduled for November 2027.

The Company, without admitting liability, has settled this matter for an immaterial amount, which was accrued as of July 31, 2026.

False Claims Act Litigation.

6 unchanged sentences

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.

The Company, without admitting liability, has settled this matter for an immaterial amount, which was accrued as of July 31, 2026.

Other Legal Proceedings

23 unchanged sentences

Approximately $ 63 million of the judgment was suspended, pursuant to the terms of the stipulated order (reflecting amounts that have already been paid to drivers and other considerations reflected in the settlement), and the Company accrued the remainder of approximately $ 37 million as of January 31, 2026.

The Company continues discussions regarding these matters with certain other state representatives.

The Company has also agreed to settlement terms with certain other states on these matters.

The Company has also been responding to subpoenas, information requests and investigations from governmental entities with respect to the payment of drivers, independent contractor classification of drivers and certain operational issues regarding its Spark Driver platform.

13 unchanged sentences

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, 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 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.

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.

At various times since July 2021, the Directorate of Enforcement in India has issued show cause notices (the "Notices") to Flipkart, various of its subsidiaries, and to unrelated companies and individuals, including certain current and former shareholders and directors of Flipkart.

The Notices request the recipients to show cause as to why further proceedings should not be initiated against them based on alleged violations under India's Foreign Direct Investment rules and regulations (the "Rules").

The Notices primarily address the period from 2009 to 2015, prior to the Company's acquisition of a majority stake in Flipkart in 2018.

Flipkart is responding to the Notices, which are at an initial stage of proceedings.

Flipkart is also responding to requests for information for periods prior and subsequent to April 2016 regarding the Rules.

If a hearing on the merits is initiated with respect to any Notice, and 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 intends to vigorously defend against the allegations set forth in the Notices.

The Company is unable to predict whether any of the Notices will lead to a hearing on the merits or, if it does, the final outcome of the resulting proceedings.

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

India Antitrust Matter.

4 unchanged sentences

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

Other Lawsuits and Regulatory Matters

The Company is involved in various other legal and regulatory proceedings that generally arise in the ordinary course of business, certain of which may be styled as class, representative, or mass actions which may seek substantial or indeterminate amounts, including punitive or exemplary damages.

Among other things, these matters may involve intellectual property, antitrust and competition, consumer protection, and employment, as well as claims for insurance-related liabilities, such as workers' compensation, general liability, product liability, and certain employee-related healthcare benefits.

These matters increasingly allege novel theories of harm, and can be expensive, disruptive and time-consuming to resolve.

In addition, the Company self-insures against a number of insurance-related liabilities, including, but not limited to, general liability, workers' compensation, auto liability, product liability and certain employee-related healthcare benefits.

Certain of the claims asserted against the Company may be subject to third-party insurance coverage or indemnification, including indemnification from suppliers of the products that the Company sells;

however, in the event that insurance coverage is not adequate or does not continue to be available, or a supplier does not have the financial ability or capacity to fulfill their indemnification obligations, the Company's exposure to the full risks and costs of such claims is likely to increase.

Gain Contingencies

The Company engaged in the process established by the U.S.

Customs and Border Protection ("CBP") for refunds of tariffs that the Company paid as the importer of record under the International Emergency Economic Powers Act.

The Company accounts for such refunds as gain contingencies and recognizes any recovery when the gain is realized or realizable and the related contingencies have been substantially resolved.

During the quarter ended July 31, 2026, the Company received approximately $ 2.9 billion in tariff refunds, primarily in the Walmart U.S.

segment, which were recorded as a reduction to cost of sales and represent substantially all of the refunds requested by the Company.

Segments and Disaggregated Revenue

18 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 April 30,

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

(Amounts in millions)

2026 2025 2026 2025

Net sales $ 125,189 $ 120,911 $ 242,358 $ 233,074

23 unchanged sentences

Membership and other income (2)

$ 7 $ 5 $ 49 $ 11

Operating, selling, general and administrative expenses 861 1,155 1,583 1,681

9 unchanged sentences

Other (gains) and losses

1,200 ( 2,708 ) 925 ( 2,111 )

Income before income taxes $ 8,012 $ 9,319 $ 15,160 $ 15,313

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

were $ 2.7 billion and $ 2.2 billion for the three months ended April 30, 2026 and 2025, respectively.

were $ 3.4 billion and $ 2.3 billion for the three months ended July 31, 2026 and 2025, respectively, and $ 6.1 billion and $ 4.5 billion for the six months ended July 31, 2026 and 2025, respectively.

(2) Includes other income from corporate campus facilities and miscellaneous items.

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,

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

(Amounts in millions)

2026 2025 2026 2025

Depreciation and amortization $ 2,602 $ 2,299 $ 5,111 $ 4,539

12 unchanged sentences

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

April 30, January 31,

July 31, January 31,

(Amounts in millions) 2026 2026

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 April 30,

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

net sales by merchandise category 2026 2025 2026 2025

4 unchanged sentences

Total $ 125,189 $ 120,911 $ 242,358 $ 233,074

Of Walmart U.S.'s total net sales, approximately $ 27.1 billion and $ 21.4 billion related to eCommerce for the three months ended April 30, 2026 and 2025, respectively.

(Amounts in millions) Three Months Ended April 30,

Of Walmart U.S.'s total net sales, approximately $ 29.4 billion and $ 23.7 billion related to eCommerce for the three months ended July 31, 2026 and 2025, respectively, and approximately $ 56.4 billion and $ 45.1 billion related to eCommerce for the six months ended July 31, 2026 and 2025, respectively.

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

Walmart International net sales by market 2026 2025 2026 2025

4 unchanged sentences

Total $ 35,198 $ 31,201 $ 70,307 $ 60,955

Of Walmart International's total net sales, approximately $ 9.7 billion and $ 7.7 billion related to eCommerce for the three months ended April 30, 2026 and 2025, respectively.

(Amounts in millions) Three Months Ended April 30,

Of Walmart International's total net sales, approximately $ 9.9 billion and $ 8.3 billion related to eCommerce for the three months ended July 31, 2026 and 2025, respectively, and approximately $ 19.6 billion and $ 16.0 billion related to eCommerce for the six months ended July 31, 2026 and 2025, respectively.

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

Sam's Club U.S.

5 unchanged sentences

Total $ 25,713 $ 23,638 $ 49,118 $ 45,702

Of Sam's Club U.S.'s total net sales, approximately $ 4.1 billion and $ 3.3 billion related to eCommerce for the three months ended April 30, 2026 and 2025, respectively.

Of Sam's Club U.S.'s total net sales, approximately $ 4.7 billion and $ 3.7 billion related to eCommerce for the three months ended July 31, 2026 and 2025, respectively, and approximately $ 8.8 billion and $ 7.1 billion related to eCommerce for the six months ended July 31, 2026 and 2025, 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