Walmart 10-Q 2025-07-31

Filed 2025-08-29. 8 sections, 198K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended July 31, 2025.

or

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to .

Commission File Number 001-06991

Walmart Inc.

(Exact name of registrant as specified in its charter)

Delaware71-0415188
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1 Customer Drive72716
BentonvilleAR
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (479) 273-4000

Former name, former address and former fiscal year, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.10 per shareWMTNew York Stock Exchange
2.550% Notes due 2026WMT26New York Stock Exchange
1.050% Notes due 2026WMT26ANew York Stock Exchange
1.500% Notes due 2028WMT28CNew York Stock Exchange
4.875% Notes due 2029WMT29BNew York Stock Exchange
5.750% Notes due 2030WMT30BNew York Stock Exchange
1.800% Notes due 2031WMT31ANew York Stock Exchange
5.625% Notes due 2034WMT34New York Stock Exchange
5.250% Notes due 2035WMT35ANew York Stock Exchange
4.875% Notes due 2039WMT39New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer☒Accelerated Filer☐
Non-Accelerated Filer☐Smaller Reporting Company☐
Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 7,972,851,122 shares of common stock outstanding as of August 27, 2025.

Walmart Inc.

Form 10-Q

For the Quarterly Period Ended July 31, 2025

Table of Contents

Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Income3
Condensed Consolidated Statements of Comprehensive Income4
Condensed Consolidated Balance Sheets5
Condensed Consolidated Statements of Shareholders' Equity6
Condensed Consolidated Statements of Cash Flows7
Notes to Condensed Consolidated Financial Statements8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations18
Item 3. Quantitative and Qualitative Disclosures About Market Risk28
Item 4. Controls and Procedures29
Part II. Other Information
Item 1. Legal Proceedings30
Item 1A. Risk Factors30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds31
Item 5. Other Information31
Item 6. Exhibits35
Signatures36

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Walmart Inc.

Condensed Consolidated Statements of Income

(Unaudited)

Three Months Ended July 31,Six Months Ended July 31,
(Amounts in millions, except per share data)2025202420252024
Revenues:
Net sales$175,750$167,767$339,731$327,705
Membership and other income1,6521,5683,2803,138
Total revenues177,402169,335343,011330,843
Costs and expenses:
Cost of sales132,771126,810257,074248,241
Operating, selling, general and administrative expenses37,34534,58571,51667,821
Operating income7,2867,94014,42114,781
Interest:
Debt6515571,1701,154
Finance lease118122236239
Interest income(94)(114)(187)(228)
Interest, net6755651,2191,165
Other (gains) and losses(2,708)1,162(2,111)368
Income before income taxes9,3196,21315,31313,248
Provision for income taxes2,1681,5023,5233,230
Consolidated net income7,1514,71111,79010,018
Consolidated net income attributable to noncontrolling interest(125)(210)(277)(413)
Consolidated net income attributable to Walmart$7,026$4,501$11,513$9,605
Net income per common share:
Basic net income per common share attributable to Walmart$0.88$0.56$1.44$1.19
Diluted net income per common share attributable to Walmart0.880.561.431.19
Weighted-average common shares outstanding:
Basic7,9788,0447,9948,048
Diluted8,0168,0818,0338,082
Dividends declared per common share$—$—$0.94$0.83

See accompanying notes.

Walmart Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended July 31,Six Months Ended July 31,
(Amounts in millions)2025202420252024
Consolidated net income$7,151$4,711$11,790$10,018
Consolidated net income attributable to noncontrolling interest(125)(210)(277)(413)
Consolidated net income attributable to Walmart7,0264,50111,5139,605
Other comprehensive income (loss), net of income taxes
Currency translation and other774(1,079)857(1,100)
Cash flow hedges(24)1023838
Other comprehensive income (loss), net of income taxes750(1,069)1,095(1,062)
Other comprehensive (income) loss attributable to noncontrolling interest(187)258(223)186
Other comprehensive income (loss) attributable to Walmart563(811)872(876)
Comprehensive income, net of income taxes7,9013,64212,8858,956
Comprehensive (income) loss attributable to noncontrolling interest(312)48(500)(227)

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

This discussion, which presents Walmart Inc.'s ("Walmart," the "Company," "our," "us" or "we") results for periods occurring in the fiscal year ending January 31, 2026 ("fiscal 2026") and the fiscal year ended January 31, 2025 ("fiscal 2025"), should be read in conjunction with our Condensed Consolidated Financial Statements as of and for the three and six months ended July 31, 2025, and the accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as our Consolidated Financial Statements as of and for the year ended January 31, 2025, the accompanying notes and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended January 31, 2025.

Recent Developments, Macroeconomic Conditions and Potential Impacts

We expect continued uncertainty in our business and the global economy due to tariffs and trade restrictions; inflationary trends; fluctuations in global currencies; swings in macroeconomic conditions and their effect on consumer confidence; volatility in employment trends; and supply chain pressures, any of which may impact our results. While we operate in a highly dynamic tariff environment, less than one third of what we sell in the U.S. is imported, with most of our imports coming from China, Mexico, Vietnam, India and Canada. We are committed to helping customers save money and live better through everyday low prices, supported by everyday low costs. Our operating results are influenced in part by our sourcing, pricing, merchandising, inventory management and other strategies in response to cost increases, which are further discussed in our Annual Report on Form 10-K. Information on certain risks, factors, and uncertainties that can affect our operating results and an investment in our securities can be found herein under "Item 1A. Risk Factors" and "Item 5. Other Information."

In July 2025, the One Big Beautiful Bill Act (the "Tax Act") was enacted, introducing a series of corporate tax changes in the U.S., including 100% bonus depreciation on qualified property and full expensing for research and development expenditures. The impacts of the Tax Act are reflected in our results for the fiscal quarter ended July 31, 2025, and there was no material impact to our income tax expense or effective tax rate. We expect certain provisions will decrease cash taxes paid in the current fiscal year and may change the timing of cash tax payments in future periods.

For a detailed discussion on results of operations by reportable segment, refer to "Results of Operations" below.

Company Performance Metrics

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

  • Growth - serve customers through a seamless omnichannel experience;

  • Margin - improve our operating income margin through productivity initiatives as well as category and business mix; and

  • Returns - improve our Return on Investment through margin improvement and disciplined capital spend.

Growth

Our objective of prioritizing growth means we will focus on serving customers and members however they want to shop through our omnichannel business model. This includes increasing comparable store and club sales through increasing membership at Sam's Club U.S. and through Walmart+, accelerating eCommerce sales growth and expansion of omnichannel initiatives that complement our strategy.

Comparable sales is a metric that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs, including eCommerce sales, for a particular period over the corresponding period in the previous year. The retail industry generally reports comparable sales using the retail calendar (also known as the 4-5-4 calendar). To be consistent with the retail industry, we provide comparable sales using the retail calendar in our quarterly earnings releases. However, when we discuss our comparable sales below, we are referring to our calendar comparable sales calculated using our fiscal calendar, which may result in differences when compared to comparable sales using the retail calendar. We focus on comparable sales in the U.S. as we believe it is a meaningful metric within the context of the U.S. retail market where there is a single currency, one inflationary market and generally consistent store and club formats from year to year.

Calendar comparable sales, as well as the impact of fuel, for the three and six months ended July 31, 2025 and 2024, were as follows:

Three Months Ended July 31,Six Months Ended July 31,
20252024202520242025202420252024
With FuelFuel ImpactWith FuelFuel Impact
Walmart U.S.4.7%4.2%(0.1)%0.0%3.9%4.6%(0.1)%0.1%
Sam's Club U.S.3.3%4.7%(2.6)%(0.8)%3.1%4.6%(2.6)%(0.8)%
Total U.S.4.4%4.3%(0.5)%(0.1)%3.8%4.6%(0.4)%(0.1)%

Comparable sales in the U.S., including fuel, increased 4.4% and 3.8% for the three and six months ended July 31, 2025, respectively, when compared to the same periods in the previous fiscal year. The Walmart U.S. segment had comparable sales growth of 4.7% and for 3.9% the three and six months ended July 31, 2025, respectively, driven by growth in average ticket and transactions, reflecting strength in all merchandise categories. The Walmart U.S. segment's eCommerce net sales positively contributed approximately 4.0% and 3.7% to comparable sales for the three and six months ended July 31, 2025, respectively. This growth reflects continued strength in customer and Walmart+ member engagement with omnichannel offerings, which was primarily driven by store-fulfilled pickup and delivery.

Comparable sales in the Sam's Club U.S. segment increased 3.3% and 3.1% for the three and six months ended July 31, 2025, respectively, driven by growth in unit volumes with strength in transactions, reflecting strong sales in grocery, health and wellness, and general merchandise. The Sam's Club U.S. segment's eCommerce net sales positively contributed approximately 3.4% to comparable sales for both the three and six months ended July 31, 2025, which outpaced

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risks relating to our operations result primarily from changes in interest rates, currency exchange rates and the fair value of certain equity investments. As of July 31, 2025, there were no material changes to our market risks disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. The information concerning market risk set forth in Part II, Item 7A. of our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as filed with the SEC on March 14, 2025, under the caption "Quantitative and Qualitative Disclosures About Market Risk," is hereby incorporated by reference into this Quarterly Report on Form 10-Q.

Item 4. Controls and Procedures

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

In the ordinary course of business, we review our internal control over financial reporting and make changes to our systems and processes to improve such controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, updating existing systems, automating manual processes, standardizing controls globally, migrating certain processes to our shared services organizations and increasing monitoring controls. We are continuing to upgrade our financial systems globally, and modernize functions across the business which will impact our internal control over financial reporting.

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. There has been no significant change in the Company's internal control over financial reporting that occurred during the fiscal quarter ended July 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

I. SUPPLEMENTAL INFORMATION: The Company is involved in legal proceedings arising in the normal course of its business, including litigation, arbitration and other claims, and investigations, inspections, subpoenas, audits, claims, inquiries and similar actions by governmental authorities. We discuss certain legal proceedings in Part I of this Quarterly Report on Form 10-Q under the caption "Item 1. Financial Statements," in Note 6 to our Condensed Consolidated Financial Statements, which is captioned "Contingencies," under the sub-caption "Legal Proceedings." We refer you to that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought. We provide the following additional information concerning those legal proceedings, including the name of the lawsuit, the court in which the lawsuit is pending, and the date on which the petition commencing the lawsuit or appeal was filed, in addition to disclosure of certain other legal matters.

Opioid-Related Litigation: In re National Prescription Opiate Litigation (MDL No. 2804) (the "MDL") is pending in the U.S. District Court for the Northern District of Ohio and includes approximately 250 cases with claims against the Company as of August 22, 2025. In addition, there are approximately 15 other opioid-related cases against the Company and its subsidiaries pending in U.S. state and federal courts and Canadian courts as of August 22, 2025. The non-MDL case citations are listed on Exhibit 99.1 to this Quarterly Report on Form 10-Q.

DOJ Opioid Civil Litigation: United States of America v. Walmart Inc., et al., USDC, Dist. of DE, 12/22/20.

Settlement of Certain Opioid-Related Matters: As described in more detail in Note 6 to our Condensed Consolidated Financial Statements, the Company accrued a liability of approximately $3.3 billion in fiscal year 2023 for certain opioid-related settlements. As of January 31, 2025, all of the accrued liability has been paid. Certain federally recognized Native American tribes have until February 24, 2026 to join the settlement.

Opioid-Related Securities Class Actions: Stanton v. Walmart Inc. et al., USDC, Dist. of DE, 1/20/21 and Martin v. Walmart Inc. et al., USDC*,* Dist. of DE, 3/5/21, consolidated into In re Walmart Inc. Securities Litigation, USDC, Dist. of DE, 5/11/21; In re Walmart Inc. Securities Litigation, USCCA, 3d Cir., 4/29/24.

False Claims Act Litigation: United States of America ex rel. James Marcilla and Isela Chavez, USDC, Dist. of N.M., 8/23/19, transferred to USDC Dist. of DE 7/25/24.

ASDA Equal Value Claims: Ms S Brierley & Others v. ASDA Stores Ltd (2406372/2008 & Others – Manchester Employment Tribunal); Abbas & Others v Asda Stores limited (KB-2022-003243); and Abusubih & Others v Asda Stores limited (KB-2022-003240).

Money Transfer Agent Services Litigation: Federal Trade Commission v. Walmart Inc., USDC, N. Dist. of Ill, 6/28/22; Federal Trade Commission v. Walmart Inc., USCCA, 7th Cir., 10/28/24.

Mexico Antitrust Matter: Comisión Federal de Competencia Económica of México, Investigative Authority v. Nueva Wal-Mart de México, S.de R.L. de C.V. (Docket IO-002-2020, consolidated with Docket DE-026-2020), Mexico, 10/6/23.

India Antitrust Matter: Competition Commission of India, Case No. 40 of 2019, order initiating investigation 1/13/20.

II. ENVIRONMENTAL MATTERS: Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed an applied threshold not to exceed $1 million.

In October 2023, the Company received a Finding of Violation from the U.S. Environmental Protection Agency (the "EPA") alleging violations of the Clean Air Act in connection with the Company's refrigeration leak detection and repair program at certain of its facilities. The Company is cooperating with the EPA in its investigation. The EPA may seek to impose monetary and non-monetary penalties for the alleged violations of the Clean Air Act. The Company is unable to predict the final outcome of this matter, but the EPA could seek penalties in excess of $1 million. Although the Company does not believe this matter will have a material adverse effect on its business, financial position, results of operations, or cash flows, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Part I, Item 1A, under the caption "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, which risks could materially and adversely affect our business, results of operations, financial condition and liquidity. No material change in the risk factors discussed in such Form 10-K has occurred. Such risk factors do not identify all risks that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Our business operations could also be affected by additional factors that apply to all companies operating in the U.S. and globally.

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

From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors. All repurchases made during the three months ended July 31, 2025 were made under the current $20 billion share repurchase program approved in November 2022, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases. As of July 31, 2025, authorization for $5.9 billion of share repurchases remained under the share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status.

The Company regularly reviews its share repurchase activity and considers several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings, its results of operations and the market price of its common stock. Share repurchase activity under our share repurchase program, on a trade date basis, for the three months ended July 31, 2025, was as follows:

Fiscal PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs**(1)** (billions)
May 1 - 31, 20259,319,341$97.399,319,341$6.5
June 1 - 30, 20253,337,42296.733,337,4226.2
July 1 - 31, 20253,747,54696.603,747,5465.9
Total16,404,30916,404,309

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

Item 5. Other Information

Security Trading Plans of Directors and Executive Officers

None of the Company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as such terms are defined under Item 408(a) of Regulation S-K, during the Company's fiscal quarter ended July 31, 2025.

Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934

Section 13(r) of the Securities Exchange Act of 1934, as amended, requires an issuer to disclose certain information in its periodic reports if it or any of its affiliates knowingly engaged in certain activities, transactions or dealings with individuals or entities subject to specific U.S. economic sanctions during the reporting period.

The Company has identified transactions between Builders, which specializes in retail home improvement and construction materials and is a division of its subsidiary Massmart Retail (Pty) Ltd., and a customer that appears to be the Embassy of Iran in Pretoria, South Africa (the "Embassy"). The Company recently became aware that beginning in June 2021 and continuing during the fiscal quarter ended July 31, 2025, the Company had multiple ordinary retail sales transactions to the Embassy of general construction materials valued at approximately $9,300, based on current exchange rates, including a small amount in August 2025. We are unable to accurately calculate the net profit attributable to these sales transactions, but it would be significantly less than the gross sales amount. The Company does not plan to continue selling to the Embassy in the future.

Cautionary Statement Regarding Forward-Looking Statements

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

Forward-looking Statements

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

*•*statements in Note 6 to those Condensed Consolidated Financial Statements regarding the possible outcome of, and future effect on Walmart's financial condition and results of operations of, certain litigation and other proceedings to which Walmart is a party, the possible outcome of, and future effect on Walmart's business of, certain other matters to which Walmart is subject, including the Company's ongoing opioids litigation, the False Claims Act Litigation, Walmart's ongoing indemnification obligation for the Asda Equal Value Claims, the Company's Money Transfer Agent Services Matters, the Driver Platform Matters, the Mexico Antitrust Matter, the Foreign Direct Investment Matters, the India Antitrust Matter, and the liabilities, losses, expenses and costs that Walmart may incur in connection with such matters;

  • in Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations": statements under the caption "Overview" regarding future changes to our business and our expectations about the potential impacts on our business, financial position, results of operations or cash flows as a result of macroeconomic factors such as geopolitical conditions, tariffs and trade restrictions, supply chain disruptions, volatility in employment trends and consumer confidence; statements under the caption "Overview" relating to the possible impact of inflationary pressures and volatility in currency exchange rates on the results, including net sales and operating income, of Walmart and the Walmart International segment, as well as our sourcing, pricing, merchandising, inventory management and other strategies in response to cost increases; a statement under the caption "Overview" relating to management's expectations regarding the timing of cash tax payments; statements under the caption "Company Performance Metrics - Growth" regarding our strategy to serve customers through a seamless omnichannel experience; statements under the caption "Company Performance Metrics - Margin" regarding our strategy to improve operating income margin through productivity initiatives, as well as category and business mix; statements under the caption "Company Performance Metrics - Returns" regarding our belief that returns on capital will improve as we execute on our strategic priorities; statements under the caption "Results of Operations - Consolidated Results of Operations" regarding the possibility of fluctuations in Walmart's effective income tax rate from quarter to quarter and the factors that may cause those fluctuations; a statement under the caption "Results of Operations - Sam's Club U.S. Segment" relating to the possible continuing impact of volatility in fuel prices on the future operating results of the Sam's Club U.S. segment; a statement under the caption "Liquidity and Capital Resources - Liquidity" that Walmart's sources of liquidity will be adequate to fund its operations, finance its investment activities, pay dividends and fund share repurchases; a statement under the caption "Liquidity and Capital Resources - Liquidity - Net Cash Used in Financing Activities - Dividends" regarding the payment of annual dividends in fiscal 2026; a statement under the caption "Liquidity and Capital Resources - Liquidity - Net Cash Used in Financing Activities - Company Share Repurchase Program" regarding funding of our share repurchase program; a statement under the caption "Liquidity and Capital Resources - Liquidity - Net Cash Used in Financing Activities - Material Cash Requirements" regarding funding of our material cash requirements from operating activities; statements under the caption "Liquidity and Capital Resources - Capital Resources" regarding management's expectations regarding the Company's cash flows from operations, current cash position, short-term borrowings and access to capital markets continuing to be sufficient to meet its anticipated cash requirements and contractual obligations, the Company's commercial paper and long-term debt ratings continuing to enable it to refinance its debts at favorable rates, factors that could affect its credit ratings, and the effect that lower credit ratings would have on its access to capital and credit markets and borrowing costs; and statements under the caption "Other Matters" regarding the contingent liabilities of the Company that may or may not result in the incurrence of a material liability by the Company;

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

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

Risks, Factors and Uncertainties Regarding Our Business

These forward-looking statements are subject to risks, uncertainties and other factors, domestically and internationally. We, along with other retail companies, are influenced by a number of factors including, but not limited to:

Economic Factors

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

  • changes or modifications in tariff rates or the imposition of new tariffs or new taxes on imports;

  • changes or modifications in trade restrictions or the imposition of new trade restrictions;

  • currency exchange rate fluctuations;

  • changes in market rates of interest;

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

  • transportation, energy and utility costs;

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

  • changes in market levels of wages;

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

  • unemployment levels;

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

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

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

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

Operating Factors

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

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

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

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

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

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

  • the financial and operational impacts of our investments in eCommerce, technology, talent and automation;

  • supply chain disruption and production, labor shortages and increases in labor costs;

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

  • Walmart's ability to successfully integrate acquired businesses;

  • unexpected changes in Walmart's objectives and plans;

  • the amount of shrinkage Walmart experiences;

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

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

  • the selling prices of gasoline and diesel fuel;

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

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

  • developments and disruptions related to the deployment of artificial intelligence technologies;

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

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

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

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

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

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

  • developments in, and the outcome of, legal and regulatory proceedings and investigations to which Walmart is a party or is subject, and the liabilities, obligations and expenses, if any, that Walmart may incur in connection therewith, including expenses pertaining to general liability claims, for which we self-insure;

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

  • Walmart's effective tax rate; and

  • unanticipated changes in accounting judgments and estimates.

Regulatory and Other Factors

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

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

  • changes in government-funded benefit programs or changes in levels of other public assistance payments;

  • changes in currency control laws;

  • one or more prolonged federal government shutdowns;

  • the timing of federal income tax refunds;

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

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

Other Risk Factors; No Duty to Update

This Quarterly Report on Form 10-Q should be read in conjunction with Walmart's Annual Report on Form 10-K for the fiscal year ended January 31, 2025 and all of Walmart's subsequent other filings with the Securities and Exchange Commission. Walmart urges investors to consider all of the risks, uncertainties and other factors disclosed in these filings carefully in evaluating the forward-looking statements contained in this Quarterly Report on Form 10-Q. The Company cannot assure you that the results or developments anticipated by the Company and reflected or implied by any forward-looking statement contained in this Quarterly Report on Form 10-Q will be realized or, even if substantially realized, that those results or developments will result in the forecasted or expected consequences for the Company or affect the Company, its operations or its financial performance as the Company has forecasted or expected. As a result of the matters discussed above and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement in this Quarterly Report on Form 10-Q may differ materially from the anticipated results expressed or implied in that forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report, and Walmart undertakes no obligation to update any such statements to reflect subsequent events or circumstances.

Item 6. Exhibits

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

Exhibit 3.1(a)Restated Certificate of Incorporation of the Company dated February 1, 2018 is incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on February 1, 2018
Exhibit 3.1(b)Certificate of Amendment to the Restated Certificate of Incorporation of the Company, effective February 23, 2024 is incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on February 23, 2024
Exhibit 3.2Amended and Restated Bylaws of the Company dated November 10, 2022 are incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on November 16, 2022
Exhibit 31.1*Chief Executive Officer Section 302 Certification
Exhibit 31.2*Chief Financial Officer Section 302 Certification
Exhibit 32.1**Chief Executive Officer Section 906 Certification
Exhibit 32.2**Chief Financial Officer Section 906 Certification
Exhibit 99.1*Non-MDL Opioid-Related Litigation Case Citations
Exhibit 101.INS*Inline XBRL Instance Document
Exhibit 101.SCH*Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, formatted in Inline XBRL (included in Exhibit 101)
*Filed herewith as an Exhibit.
**Furnished herewith as an Exhibit.

SIGNATURES

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

WALMART INC.

Date: August 29, 2025By:/s/ C. Douglas McMillon
C. Douglas McMillon President and Chief Executive Officer (Principal Executive Officer)
Date: August 29, 2025By:/s/ John David Rainey
John David Rainey Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: August 29, 2025By:/s/ David M. Chojnowski
David M. Chojnowski Senior Vice President and Controller (Principal Accounting Officer)