Item 1. Financial Statements

85K characters. Original on sec.gov · Markdown

Item 1. Financial Statements

Walmart Inc.

Condensed Consolidated Statements of Income

(Unaudited)

Three Months Ended April 30,
(Amounts in millions, except per share data)20262025
Revenues:
Net sales$175,684$163,981
Membership and other income2,0671,628
Total revenues177,751165,609
Costs and expenses:
Cost of sales133,058124,303
Operating, selling, general and administrative expenses37,20034,171
Operating income7,4937,135
Interest:
Debt574519
Finance lease125118
Interest income(79)(93)
Interest, net620544
Other (gains) and losses(275)597
Income before income taxes7,1485,994
Provision for income taxes1,6581,355
Consolidated net income5,4904,639
Consolidated net income attributable to noncontrolling interest(160)(152)
Consolidated net income attributable to Walmart$5,330$4,487
Net income per common share:
Basic net income per common share attributable to Walmart$0.67$0.56
Diluted net income per common share attributable to Walmart0.670.56
Weighted-average common shares outstanding:
Basic7,9698,011
Diluted7,9998,051
Dividends declared per common share$0.99$0.94

See accompanying notes.

Walmart Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended April 30,
(Amounts in millions)20262025
Consolidated net income$5,490$4,639
Consolidated net income attributable to noncontrolling interest(160)(152)
Consolidated net income attributable to Walmart5,3304,487
Other comprehensive income (loss), net of income taxes(966)345
Other comprehensive (income) loss attributable to noncontrolling interest131(36)
Other comprehensive income (loss) attributable to Walmart(835)309
Comprehensive income, net of income taxes4,5244,984
Comprehensive income attributable to noncontrolling interest(29)(188)
Comprehensive income attributable to Walmart$4,495$4,796

See accompanying notes.

Walmart Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

April 30,January 31,April 30,
(Amounts in millions)202620262025
ASSETS
Current assets:
Cash and cash equivalents$10,729$10,727$9,311
Receivables, net10,66211,1729,686
Inventories62,57058,85157,467
Prepaid expenses and other4,4334,1243,789
Total current assets88,39484,87480,253
Property and equipment, net137,789136,083121,261
Operating lease right-of-use assets15,22014,75013,567
Finance lease right-of-use assets, net6,0336,1236,056
Goodwill28,15228,73528,866
Other long-term assets14,01914,10312,369
Total assets$289,607$284,668$262,372
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings$10,673$6,596$5,595
Accounts payable62,87663,06157,700
Dividends payable5,921—5,660
Accrued liabilities27,53031,18726,085
Accrued income taxes1,1745961,465
Long-term debt due within one year3,8963,5424,085
Operating lease obligations due within one year1,6621,6311,539
Finance lease obligations due within one year851856791
Total current liabilities114,583107,469102,920
Long-term debt36,88734,62436,520
Long-term operating lease obligations14,38813,94112,797
Long-term finance lease obligations5,8225,9055,878
Deferred income taxes and other16,95216,54913,609
Commitments and contingencies
Redeemable noncontrolling interest293293307
Shareholders' equity:
Common stock796797799
Capital in excess of par value6,8986,8165,441
Retained earnings100,241104,77490,849
Accumulated other comprehensive loss(13,605)(12,770)(13,296)
Total Walmart shareholders' equity94,33099,61783,793
Nonredeemable noncontrolling interest6,3526,2706,548
Total shareholders' equity100,682105,88790,341
Total liabilities, redeemable noncontrolling interest, and shareholders' equity$289,607$284,668$262,372

See accompanying notes.

Walmart Inc.

Condensed Consolidated Statements of Shareholders' Equity

(Unaudited)

AccumulatedTotal
Capital inOtherWalmartNonredeemable
(Amounts in millions)Common StockExcess ofRetainedComprehensiveShareholders'NoncontrollingTotal
SharesAmountPar ValueEarningsLossEquityInterestEquity
Balances as of February 1, 20267,969$797$6,816$104,774$(12,770)$99,617$6,270$105,887
Consolidated net income———5,330—5,3301755,505
Other comprehensive loss, net of immaterial income taxes————(835)(835)(131)(966)
Dividends declared ($0.99 per share)———(7,896)—(7,896)—(7,896)
Purchase of Company stock(17)(2)(128)(1,966)—(2,096)—(2,096)
Other101210(1)—21038248
Balances as of April 30, 20267,962$796$6,898$100,241$(13,605)$94,330$6,352$100,682
AccumulatedTotal
Capital inOtherWalmartNonredeemable
(Amounts in millions)Common StockExcess ofRetainedComprehensiveShareholders'NoncontrollingTotal
SharesAmountPar ValueEarningsLossEquityInterestEquity
Balances as of February 1, 20258,024$802$5,503$98,313$(13,605)$91,013$6,408$97,421
Consolidated net income———4,487—4,4871614,648
Other comprehensive income, net of immaterial income taxes————30930936345
Dividends declared ($0.94 per share)———(7,540)—(7,540)—(7,540)
Purchase of Company stock(51)(5)(243)(4,350)—(4,598)—(4,598)
Other132181(61)—122(57)65
Balances as of April 30, 20257,986$799$5,441$90,849$(13,296)$83,793$6,548$90,341

See accompanying notes.

Walmart Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended April 30,
(Amounts in millions)20262025
Cash flows from operating activities:
Consolidated net income$5,490$4,639
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization3,8213,369
Investment (gains) and losses, net(260)551
Deferred income taxes640(76)
Other operating activities411501
Changes in certain assets and liabilities, net of effects of acquisitions and dispositions:
Receivables, net395268
Inventories(3,833)(807)
Accounts payable1,177(310)
Accrued liabilities(3,351)(3,627)
Accrued income taxes248903
Net cash provided by operating activities4,7385,411
Cash flows from investing activities:
Payments for property and equipment(6,684)(4,986)
Proceeds from disposal of property and equipment3625
Other investing activities(89)(132)
Net cash used in investing activities(6,737)(5,093)
Cash flows from financing activities:
Net change in short-term borrowings4,1302,521
Proceeds from issuance of long-term debt4,2303,983
Repayments of long-term debt(1,504)—
Dividends paid(1,972)(1,880)
Purchase of Company stock(2,080)(4,555)
Other financing activities(476)(61)
Net cash provided by financing activities2,3288
Effect of exchange rates on cash, cash equivalents and restricted cash(331)70
Net increase (decrease) in cash, cash equivalents and restricted cash(2)396
Cash, cash equivalents and restricted cash at beginning of year11,3219,536
Cash, cash equivalents and restricted cash at end of period$11,319$9,932

See accompanying notes.

Walmart Inc.

Notes to Condensed Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The Condensed Consolidated Financial Statements of Walmart Inc. and its subsidiaries ("Walmart" or the "Company") and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026 ("fiscal 2026"). Therefore, the interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K.

The Company's Condensed Consolidated Financial Statements are based on a fiscal year ending January 31 for the United States ("U.S.") and Canadian operations. The Company consolidates all other operations generally using a one-month lag based on a calendar year. There were no significant intervening events during the month of April 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. Historically, the Company's highest sales volume has occurred in the fiscal quarter ending January 31.

Use of Estimates

The Condensed Consolidated Financial Statements have been prepared in conformity with GAAP. Those principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Management's estimates and assumptions also affect the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ materially from those estimates.

Supplier Financing Program Obligations

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

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company's disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

Note 2. Net Income Per Common Share

Basic net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period. Diluted net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards 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,
(Amounts in millions, except per share data)20262025
Numerator
Consolidated net income$5,490$4,639
Consolidated net income attributable to noncontrolling interest(160)(152)
Consolidated net income attributable to Walmart$5,330$4,487
Denominator
Weighted-average common shares outstanding, basic7,9698,011
Dilutive impact of share-based awards3040
Weighted-average common shares outstanding, diluted7,9998,051
Net income per common share attributable to Walmart
Basic$0.67$0.56
Diluted0.670.56

Note 3. Short-term Borrowings and Long-term Debt

The Company has various committed lines of credit in the U.S. to support its commercial paper program. In April 2026, the Company renewed and extended its existing 364-day revolving credit facility of $10.0 billion as well as its five-year credit facility of $5.0 billion. In total, the Company had committed lines of credit in the U.S. of $15.0 billion at 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:

(Amounts in millions)Long-term debt due within one yearLong-term debtTotal
Balances as of February 1, 2026$3,542$34,624$38,166
Proceeds from issuance of long-term debt(1)—4,2304,230
Repayments of long-term debt(1,504)—(1,504)
Reclassifications of long-term debt1,873(1,873)—
Currency and other adjustments(15)(94)(109)
Balances as of April 30, 2026$3,896$36,887$40,783

(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:

(Amounts in millions)
Issue DatePrincipal AmountMaturity DateInterest RateNet Proceeds
April 30, 2026$350April 30, 2029Floating$349
April 30, 2026$650April 30, 20294.000%$648
April 30, 2026$1,000April 30, 20314.150%$994
April 30, 2026$1,250April 30, 20334.450%$1,244
April 30, 2026$1,000April 30, 20364.750%$995
Total$4,230

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

Maturities

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

(Amounts in millions)
Maturity DatePrincipal AmountInterest RateRepayment
April 8, 2026€6502.550%$754
April 15, 2026$7504.000%750
$1,504

Note 4. Fair Value Measurements

Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are:

  • Level 1: observable inputs such as quoted prices in active markets;

  • Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and

  • Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.

The Company measures the fair value of certain equity investments, including certain immaterial equity method investments where the Company has elected the fair value option, as well as debt investments classified as trading on a recurring basis primarily within other long-term assets in the accompanying Condensed Consolidated Balance Sheets. The associated gains and losses from fair value changes for these investments are recognized within other gains and losses in the Condensed Consolidated Statements of Income. The fair value of these investments is as follows:

(Amounts in millions)Fair Value as of April 30, 2026Fair Value as of January 31, 2026
Equity investments measured using Level 1 inputs$1,033$1,037
Equity investments measured using Level 2 inputs3,7843,462
Debt investments measured using Level 3 inputs1,1921,176
Total$6,009$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 Company also has derivatives recorded at fair value. Derivative fair values are the estimated amounts the Company would receive or pay upon termination of the related derivative agreements as of the reporting dates. The fair values have been measured using the income approach and Level 2 inputs, which include the relevant interest rate and foreign currency forward curves. As of April 30, 2026 and January 31, 2026, the notional amounts and fair values of these derivatives were as follows:

April 30, 2026January 31, 2026
(Amounts in millions)Notional AmountFair ValueNotional AmountFair Value
Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges$4,771$(423)(1)$4,771$(411)(1)
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges5,163(943)(1)6,020(920)(1)
Total$9,934$(1,366)$10,791$(1,331)

(1) Primarily classified in deferred income taxes and other within the Company's Condensed Consolidated Balance Sheets.

Nonrecurring Fair Value Measurements

In addition to assets and liabilities recorded at fair value on a recurring basis, the Company's assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. 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.

Other Fair Value Disclosures

The Company records cash and cash equivalents, restricted cash and short-term borrowings at cost. The carrying values of these instruments approximate their fair value due to their short-term maturities.

The Company's long-term debt is also recorded at cost. 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, 2026January 31, 2026
(Amounts in millions)Carrying ValueFair ValueCarrying ValueFair Value
Long-term debt, including amounts due within one year$40,783$38,944$38,166$36,777

Note 5. Contingencies

Legal Proceedings

The Company is involved in a number of legal proceedings and certain 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. The Company also discloses when it is reasonably possible that a material loss may be incurred. From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders.

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

Opioid-Related Litigation

The Company continues to vigorously defend against claims relating to distribution and dispensing of prescription opioid medications. These opioid-related matters include, but are not limited to, each of the matters described below; other actions filed by healthcare providers, individuals, and third-party payors; 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.

Civil Litigation in the U.S. and Canada. 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. The consolidated multidistrict litigation is entitled In re National Prescription Opiate Litigation (MDL No. 2804) (the "MDL") and is pending in the U.S. District Court for the Northern District of Ohio (the "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.

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.

Wal-Mart Canada Corp. and certain other subsidiaries of the Company have been named as defendants in two putative class action complaints filed in Canada related to distribution practices involving opioids. These matters remain pending.

Department of Justice Opioid Civil Litigation. On December 22, 2020, the U.S. Department of Justice (the "DOJ") filed a civil complaint in the U.S. District Court for the District of Delaware alleging that the Company unlawfully dispensed controlled substances from its pharmacies and unlawfully distributed controlled substances to those pharmacies. The complaint alleges that this conduct resulted in violations of the 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.

False Claims Act Litigation. On August 23, 2019, a qui tam action was filed in the U.S. District Court for the District of New Mexico. The action was partially unsealed on April 30, 2024 after the federal government declined to intervene. The DOJ informed the Company of its decision not to intervene on June 20, 2024. On July 25, 2024, the Court transferred the litigation to the U.S. District Court for the District of Delaware. On January 9, 2025, the plaintiffs filed a third amended complaint on behalf of two former pharmacists of the Company as relators that alleges the Company violated the Controlled Substances Act and state pharmacy regulations and that such conduct constitutes violations of the federal False Claims Act. The Company has filed a renewed motion to dismiss that is currently pending with the Court.

Other Legal Proceedings

Asda Equal Value Claims. Asda, formerly a subsidiary of the Company, is a defendant in certain equal value claims that began in 2008 and are proceeding in the United Kingdom before an Employment Tribunal in Manchester and before the High Court. Claims have been brought by approximately 73,000 current and former Asda store employees who allege their work is of equal value to the work done by employees in Asda's distribution centers and that the difference in pay and conditions between the different jobs is not objectively justified. Additional employees may assert claims in the future. The 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 two phases are complete. On January 31, 2025 and February 25, 2026, the Employment Tribunal issued rulings that certain of the claims are permitted to advance to the third phase. The hearing on the third phase is scheduled to begin on November 23, 2026. There are factual and legal defenses to the equal value claims, and the Company intends to vigorously defend them. Subsequent to the divestiture of Asda in February 2021, the Company continues to oversee the conduct of the defense of these claims. While potential liability for these claims remains with Asda, the Company has agreed to provide indemnification with respect to certain of these claims up to a contractually determined amount. The Company cannot predict the number of such claims that may ultimately be filed and cannot reasonably estimate any loss or range of loss that may arise related to these proceedings. Accordingly, the Company can provide no assurance as to the scope and outcome of these matters.

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. The most recent subpoena was issued in August 2020. Walmart's responses to DOJ's subpoenas have been complete since 2021. While it has cooperated with the DOJ's review, the Company intends to vigorously defend this matter should the DOJ decide to pursue it further. The Company can provide no assurance as to the scope and outcome of this matter and cannot reasonably estimate any loss or range of loss that may arise. Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Driver Platform Matters. The Company, the Federal Trade Commission ("FTC") and certain states have reached a settlement regarding investigations into payment and operational practices of its Spark Driver platform pursuant to a stipulated order entered on March 3, 2026. Pursuant to the settlement and without admitting liability, the Company agreed to entry of a judgment of $100 million and to maintain certain programmatic practices and reporting obligations for a period of 10 years. 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 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. The Company is defending putative representative action civil litigation relating to driver classification and defending other civil litigation and arbitration claims in connection with the platform. The Company intends to vigorously defend itself in these matters. However, the Company can provide no assurance as to the scope and outcome of these matters and cannot reasonably estimate any loss or range of loss that may arise. Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.

Mexico Antitrust Matter. On October 6, 2023, the Comisión Federal de Competencia Económica of México ("COFECE") notified the main Mexican operating subsidiary of Wal-Mart de México, S.A.B. de C.V. ("Walmex"), a majority owned subsidiary of the Company, that COFECE's Investigatory Authority ("IA") had recommended the initiation of a quasi-judicial administrative process against Walmex's subsidiary for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services. On December 12, 2024, after Walmex provided defenses, produced expert evidence and participated in a hearing, COFECE issued a split decision that Walmex's subsidiary had engaged in a single relative monopolistic practice in relation to the negotiation of two types of contributions with its suppliers. The resolution imposed a monetary penalty on Walmex's subsidiary in the amount of $93.4 million pesos (approximately $5 million U.S. dollars) and certain non-structural conduct measures relating to the two prohibited types of supplier contributions (while recognizing that other supplier contributions can continue). On January 6, 2025, Walmex's subsidiary challenged COFECE's resolution through an appeal in the specialized federal courts.

Until the appeal is resolved, Walmex's subsidiary will operate in compliance with COFECE's ruling. Payment of the monetary penalty is stayed until the lawsuit is resolved.

Foreign Direct Investment Matters. In July 2021, the Directorate of Enforcement in India issued a show cause notice to Flipkart Private Limited and one of its subsidiaries ("Flipkart"), and to unrelated companies and individuals, including certain current and former shareholders and directors of Flipkart. The notice requests the recipients to show cause as to why further proceedings under India's Foreign Direct Investment rules and regulations (the "Rules") should not be initiated against them based on alleged violations during the period from 2009 to 2015, prior to the Company's acquisition of a majority stake in Flipkart in 2018 (the "Notice"). In addition, 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.

India Antitrust Matter. On January 13, 2020, the Competition Commission of India ("CCI") ordered its Director General (the "DG") to investigate certain matters alleging competition law violations by certain subsidiaries of Flipkart in India and other parties. On September 13, 2024, those subsidiaries received a non-confidential version of the DG's Investigation Report (the "Report"), alleging certain competition law violations. CCI is not bound by the Report, and will conduct its independent analysis of the allegations, including hearing objections from the subsidiaries and other parties before issuing its final order in the matter, which could include monetary and non-monetary relief. CCI's final order would also be subject to appropriate appellate proceedings. 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.

Note 6. Segments and Disaggregated Revenue

Segments

The Company is engaged in the operation of retail and wholesale stores and clubs, as well as eCommerce websites and mobile applications, located throughout the U.S., Africa, Canada, Central America, Chile, China, India and Mexico. The Company's operations are conducted in three reportable segments: Walmart U.S., Walmart International and Sam's Club U.S. The Company defines its segments as those operations whose results the chief operating decision maker ("CODM"), the Company's Chief Executive Officer, regularly reviews to analyze performance and allocate resources. The Company sells similar individual products and services in each of its segments. It is impractical to segregate and identify revenues for each of these individual products and services.

The Walmart U.S. segment includes the Company's mass merchandising concept in the U.S., as well as eCommerce, which includes omnichannel initiatives and certain other business offerings such as advertising services. The Walmart International segment consists of the Company's operations outside of the U.S., as well as eCommerce, which includes omnichannel initiatives. The Sam's Club U.S. segment includes the warehouse membership clubs in the U.S., as well as eCommerce, which includes omnichannel initiatives. Corporate and support consists of corporate overhead and other items not allocated to any of the Company's segments. The operating results of each reportable segment, including the mix of cost of sales and operating, selling, general and administrative expenses, are not directly comparable due to differences in business model, format and channel mix. Additionally, the operating results of each reportable segment may not be comparable to those of other retailers.

The Company measures the profit or loss of its segments using operating income. The CODM uses operating income to allocate resources across the reportable segments as part of the Company's long-range and annual planning processes, and to evaluate planned versus actual results when assessing segment operating performance. From time to time, the Company may revise the measurement of each segment's operating income, including any corporate overhead allocations, and presentation of significant segment expenses, as determined by the information regularly reviewed by its CODM. Beginning in February 2026, the Company updated its segment allocation methodology for certain corporate overhead allocations and, accordingly, revised the prior period amounts for comparability. Information for the Company's segments, as well as for Corporate and support, including the reconciliation to income before income taxes, is provided as follows:

Three Months Ended April 30,
(Amounts in millions)20262025
Walmart U.S.
Net sales$117,169$112,163
Membership and other income926636
Total revenues118,095112,799
Cost of sales84,64081,352
Operating, selling, general and administrative expenses27,55825,751
Operating income$5,897$5,696
Walmart International
Net sales$35,110$29,754
Membership and other income425379
Total revenues35,53530,133
Cost of sales27,68723,464
Operating, selling, general and administrative expenses6,2465,376
Operating income$1,602$1,293
Sam's Club U.S.****(1)
Net sales$23,405$22,064
Membership and other income674607
Total revenues24,07922,671
Cost of sales20,73119,487
Operating, selling, general and administrative expenses2,6742,518
Operating income$674$666
Corporate and support
Membership and other income(2)$42$6
Operating, selling, general and administrative expenses722526
Operating loss$(680)$(520)
Consolidated
Net sales$175,684$163,981
Membership and other income2,0671,628
Total revenues177,751165,609
Cost of sales133,058124,303
Operating, selling, general and administrative expenses37,20034,171
Operating income7,4937,135
Interest, net620544
Other (gains) and losses(275)597
Income before income taxes$7,148$5,994

(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.

(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,
(Amounts in millions)20262025
Walmart U.S.
Depreciation and amortization$2,509$2,240
Capital expenditures5,0113,772
Walmart International
Depreciation and amortization$631$549
Capital expenditures821481
Sam's Club U.S.
Depreciation and amortization$203$189
Capital expenditures274144
Corporate and support
Depreciation and amortization$478$391
Capital expenditures578589
Consolidated
Depreciation and amortization$3,821$3,369
Capital expenditures6,6844,986

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

April 30,January 31,
(Amounts in millions)20262026
Assets by segment
Walmart U.S.$170,738$165,627
Walmart International86,01686,093
Sam's Club U.S.18,11117,186
Corporate and support14,74215,762
Total assets$289,607$284,668

Disaggregated Revenues

In the following tables, segment net sales are disaggregated by either merchandise category or market. In addition, net sales related to eCommerce are provided for each segment. Net sales related to eCommerce include omnichannel sales where a customer initiates an order digitally and the order is fulfilled through a store or club, as well as net sales from other business offerings that are part of the Company's ecosystem such as certain advertising arrangements, fulfillment services and data insights. From time to time, the Company revises the assignment of net sales of a particular item to a merchandise category. When the assignment changes, previous period amounts are reclassified to be comparable to the current period's presentation.

(Amounts in millions)Three Months Ended April 30,
Walmart U.S. net sales by merchandise category20262025
Grocery$70,696$67,831
General merchandise26,42025,276
Health and wellness16,35516,244
Other categories3,6982,812
Total$117,169$112,163

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,
Walmart International net sales by market20262025
Mexico and Central America$13,847$11,714
China8,4546,579
Canada5,7275,145
Other7,0826,316
Total$35,110$29,754

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,
Sam's Club U.S. net sales by merchandise category20262025
Grocery$16,102$15,443
Fuel and other3,4432,851
General merchandise2,6492,536
Health and wellness1,2111,234
Total$23,405$22,064

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.

Previous: Cover and table of contents · Next: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations