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Systems Analysis Problem
Imagine that you, as Systems Analyst, have been approached by
a consumer products company with the tantalizing idea
presented in Appendix I of this document (found at back of this
file). Based on the problem description presented in APPENDIX
I, acting as a Systems Analyst, please answer the following
questions:
1. (10 Points) Parse the APPENDIX I problem description into
Table 1 to isolate each Statement. Strive for single-thought,
concise statements. Add as many rows to the table as necessary.
The first few have been done for you (you can modify if you
like).
Table 1. Analysis Problem Requirements Parse
No.
Statement
Statement Type
(Requirement or Information?)
Reqt. Category (Functional, Operational, Physical, Interface)
10
Company research indicates that home security opportunities
are showing double-digit growth annually.
Information
N/A
20
The company would like to enter this market by developing a
simple computerized system that recognizes and protects against
undesirable situations.
Information
N/A
30
Undesirable situations may include, but are not limited to,
illegal entry, fire, flooding and others
Requirement
Functional, Interface. Suggests categories of required Sensors.
40
50
60
2. (5 Points) When you have parsed all Statements into Table 1,
next verify “Statement Type” (3rd column). Indicate which
Statements are “Requirements”. Going forward, we are
primarily only interested in the Requirements, although the
other Statements help with overall context.
3. (5 Points) Next specify “Reqt. Category” (4th column) in
Table 1. For the Requirements only, define a Category. Likely
Categories are: Functional, User Interface, Operational,
External Interface, but you may define others.
4. (10 Points) With Steps 1-3 complete, and based on
Requirements, please draw a System Context diagram similar
the one shown below in Figure 1. The primary goal is to show in
a simple diagram what is “outside” the system and which major
pieces of functionality are “inside” the system.
Create then insert your own diagram. Clearly indicate all
External Inputs, External Outputs and Major Internal Functions.
Consider all external Actors. Please note that there is no one
“right” answer.
Figure 1. Sample Context Diagram
5. (10 points) With Steps 1-4 complete, consider all the “nouns /
things” identified in the problem statement. Based on
Requirements, propose the list of potential Classes/Objects by
filling in the following Table 2. The first couple of potential
entries are done for you.
Note: You may find it helpful to review APPENDIX II –
CLASS/OBJECT SELECTION RULES, which provide some
time-honored guidance on how to make such a selection.
Note that this should end up being your list of internal Classes
based on your interpretation of the Problem Statement. Not all
Potential Class/Object items should remain as a Class. Also
provide Your Rationale. Please note that there is no one “right”
answer.
Table 2. List of Potential Classes / Objects
Potential Class/Object
General Classification
Your Rationale
Homeowner
External Role, external entity
Sensor
External Entity
6. (10 points) Pick two (2) of your Classes from the above Table
2. Propose the list of Attributes associated with the selected
Class and populate Table 3. Provide rationale for your proposed
Attributes.
Table 3. Selected Classes and Attributes
Class No.
Class Name
Class Attributes
Your Rationale
1
2
7. (5 points) Imagine that “Control Panel” is a Class. Using the
concept of Superclass / Subclass and Inheritance, draw a picture
that shows the relationship between the Control Panel and its
associated Keypad, LCD Screen and Lights.
8. (10 points) Imagine that you have determined that the
following Class Diagram, shown in Figure 2, has resulted from
your analysis work on this project. Using the provided diagram,
and using UML Cardinality rules, add in the relationships
between the classes. (Note: These classes may be different than
those being defined by your analysis. That is OK. To answer
this question, please use this diagram).
Figure 2. Class Diagram
>> End of Questions. Appendix I and Appendix II follow <<
APPENDIX I – SYSTEMS ANALYSIS PROBLEM
DESCRIPTION
Introduction
Company research indicates that home security opportunities
are showing double-digit growth annually. The company would
like to enter this market by developing a simple computerized
system that recognizes and protects against undesirable
situations. Undesirable situation may include, but are not
limited to, illegal entry, fire, flooding and others. The code
name for this product is “SecureAndSafe”.
The SecureAndSafe system will use appropriate sensors to
detect every situation. It can be programmed by an installer,
homeowner or maintainer, and will automatically contact a
monitoring agency when a situation is detected. If the
homeowner has a Wi-Fi router and email system, the monitoring
agency will be contacted by both email and phone. If no e-mail
exists, the monitoring agency will be contacted by phone only.
The homeowner will define the relevant e-mail address and
phone numbers.
The SecureAndSafe system is comprised of a wall control unit
and software. A suggested example of the wall unit is shown
below:
The software enables the installer or homeowner to configure
the security system. Once installed and operational, it monitors
all sensors connected to the security system. It interacts with
the homeowner through a key pad (numbers 1-9 plus star (*)
and pound (#) keys. The system has “armed” and “power” light
indicators.
System Installation and Configuration
During installation, the control panel is used to “program” and
configure the system. Each sensor is assigned a number and
type, a master password is programmed for arming and
disarming the system, and e-mail addresses (if appropriate) and
telephone numbers are input for dialing when a sensor event
occurs.
System Monitoring and Sensor Event Response
Upon detection of a sensor event, it rings an audible alarm
attached to the system. After a programmable delay time,
software contacts the monitoring agency and provides location
information and nature of the detected event. An e-mail is sent
once, but the phone number is re-dialed every 30 seconds until a
phone connection is made.
User Interaction
All keypad interaction is managed by a user-interaction
subsystem that reads keypad input and function keys. The
subsystem also displays prompting messages and system status
messages on an integrated LCD Display.
APPENDIX II – CLASS/OBJECT SELECTION RULES
Peter Coad and Ed Yourdon, in their textbook titled Object-
Oriented Analysis (Prentice-Hall, 1990), suggested six (6) rules
that should be used to determine if a potential class/object
should be included in an analysis model. According to Coad and
Yourdon, “to be considered a legitimate object for inclusion in
the requirements model, a potential object should satisfy all (or
almost all) of the characteristics”.
These rules are:
No.
Rule
Description
1
Retained Information
The potential object will be useful during analysis only if
information about it must be remembered so that the system can
function.
2
Needed Services
The potential object must have a set if identifiable operations
that can change the value of its attributes in some way.
3
Multiple Attributes
During requirements analysis, the focus should be on “major”
information; an object with a single attribute may, in fact, be
useful during design, but is probably better represented as an
attribute of another object during the analysis activity.
4
Common Attributes
A set of attributes can be defined for the potential object and
these attributes apply to all occurrences of the object.
5
Common Operations
A set of operations can be defined for the potential object and
these operations apply to all occurrences of the object.
6
Essential Requirements
External entities that appear in the problem space and produce
or consume information that is essential to the operation of any
solution for the system will almost always be defined as objects
in the requirements model.
SecureAndSafeSystem BoundaryExternal InputsExternal
OutputsMajor Internal Functions1.Function 12.Function
2:Function “n”
SystemControl PanelAudible AlarmSensorSensor Event
SecureAndSafe
Associate
career opportunities
Walmart de Mexico promoted
more than 22,700 associates
in fiscal 2014.
Putting low prices within reach
We serve customers around the globe
more than 250 million times each week.
Affordable, healthier food
In FY 2014, we opened 96 new stores
in America’s food deserts, with 224
opened since our initiative began.
Meeting community needs
around the world
Last year, Walmart and the Walmart Foundation
gave more than $1 billion in cash and in-kind
gifts to charitable organizations.
Toward
a more
sustainable
tomorrow
Today, 24% of
our electricity
comes from
renewable sources.
Wal-Mart Stores, Inc. (NYSE: WMT)
702 S.W. 8th Street | Bentonville, Arkansas 72716 USA |
479-273-4000 | walmart.com
So many ways to
Save money.
Live better.
2014 Annual Report
2014 A
n
n
u
al Rep
o
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147046_L01_CVR.indd 1 4/10/14 10:52 AM
Walmart 2014 Annual Report 24 Walmart 2014 Annual Report
So many opportunities for
associates to serve customers
190,000
U.S. store/club associates
promoted in fi scal 2014
2.2M
dedicated
associates
globally
300K*
associates
have 10+ years
of service
Based on survey results
from more than 2 million
associates worldwide,
approximately
4 of 5
are proud to work
for Walmart.
*Represents Walmart U.S. data only.
The minimized environmental footprint of this report is the
result of an extensive, collaborative effort of Walmart and our
supply chain
partners. The environmental and social impact continues to be
an important consideration. It is printed on paper from well-
managed
forests containing recycled PCW fiber that is Elementally
Chlorine Free (ECF). It is printed using 100 percent renewable
wind power
(RECs), along with environmental manufacturing principles that
were utilized in the printing process. These practices include
environ-
mentally responsible procurement, lean manufacturing, green
chemistry principles, the recycling of residual materials and
reduced
volatile organic compound inks and coatings.
Our sustainable, next-generation report.
5.11 acre
of forestland preserved
via managed forestry
983 fewer
trees consumed
via recycling
129,537 kWh
less energy – the same
used by 5 homes for a year
472 metric tons
of greenhouse gas offset –
the equivalent of taking 94
cars off the road for a year
46,835 kWh
converted to clean renewable
sources (printing plant
using RECs)
459,333 fewer
gallons of water
consumed
Savings baselines were developed using the national averages of
similar
coated papers and printing practices by EarthColor Printing.
FSC® is not
responsible for any calculations on saving resources by
choosing this paper.
Walmart’s Global Responsibility
Report highlights helping
communities live better.
Learn more about our workplace, social, environmental,
sourcing and compliance initiatives by reading our
Global Responsibility Report at corporate.walmart.com/
microsites/global-responsibility-report-2014
Walmart’s investor relations app is
our company at your fi ngertips.
Walmart’s IR app gives shareholders anytime and anywhere
access to financial and company news from their mobile
devices.
Find presentations, quarterly results, virtual store tours, a
global
footprint map and the stock price on your iPad, iPhone or
Android
device. Download the free app from iTunes or Google Play.
Walmart’s enhanced digital annual
report has expanded content.
We’re driving innovation and sustainability – and reducing
costs – with our enhanced digital annual report. Visit
www.stock.walmart.com to hear directly from our leaders,
associates and customers. Also, visit this website to enroll
to receive future materials electronically for our Annual
Shareholders’ Meetings.
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IND EN
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147046_L01_CVR.indd 2147046_L01_CVR.indd 2 4/9/14
8:48 PM4/9/14 8:48 PM
Walmart 2014 Annual Report 1
100K
honorably
discharged U.S.
veterans expected
to be hired by
Walmart U.S.
and Sam’s Club
by 2018
57%
of our
International
associates
are women
*Represents Walmart U.S. data only.
Approximately
75%*
of store management
joined Walmart as
hourly associates
Delivering
for customers
and shareholders
Our Global eCommerce footprint spans
10 countries, creating digital access
and physical distribution points for our
customers worldwide.
$68B*
returned to shareholders
through dividends and
share repurchases
12%*
total shareholder
returns (CAGR)
30%*
earnings per share
growth
33M
approximate retail
square footage added
in fiscal 2014
$68B*
net sales growth over
the past five years
250M
customers served
weekly in our stores
in 27 countries
*Data reflects five-year period including fiscal 2010 through
2014.
To our
shareholders,
associates and
customers:
I’m deeply honored to lead Walmart at such an exciting time.
Walmart has a rich history and is well-positioned for the future.
We have an authentic and important purpose. We’re grounded
with strong values and have millions of associates who share a
culture and belief in doing what is right for our customers, our
communities and each other. The future will bring a lot of
change as the rapid growth of digital commerce enables us
to serve customers in new and exciting ways. Our customers
continue to search for value, a broad assortment and a
shopping experience that saves them time and money. With
greater convergence of digital and physical retail, we’re invest-
ing in capabilities to provide customers even more choice
and convenience. When I think about all these capabilities,
I’m confident in Walmart’s continued growth and enthusiastic
about our future.
Positioning to serve our customers. Around the world,
we deliver value for customers in different ways. We operate
supercenters, Sam’s Clubs, e-commerce sites and many other
formats that enable us to serve our customers. As we develop
the
combination of digital and physical interaction with customers,
we’ll remain well positioned to grow. We’re laser-focused on
delivering improved comparable store sales by sharpening our
merchandising efforts, price leadership and enhancing service.
We’re also intent on creating transformative growth by adding
capabilities in e-commerce and mobile commerce. When we
view our business through the eyes of our customers, we don’t
think about our stores, clubs or websites independently. Instead,
our goal is to have customers see these channels converge as
one unified relationship with us. We want to deliver a relevant,
personalized and seamless experience across all channels.
So, our approach to investments will continue to evolve
to support the singular goal of enhancing the customer
experience to further grow sales.
Change is nothing new for Walmart – it’s embedded in our
DNA.
After all, our company founder, Sam Walton, was the premier
innovator in retail. He made Walmart better by questioning
everything, every day – frequently asking customers and our
store associates how we could do better. He was always in the
market looking for new ideas. For Sam, the customer was
always
the boss, and the improvements he made to Walmart were
Walmart 2014 Annual Report 3
Doug McMillon
President and
Chief Executive Officer
Wal-Mart Stores, Inc.
customer-driven. I intend to lead Walmart with this same
customer-centric focus. Today, in addition to listening to
our customers, we apply data and technology to this task.
The millions of customer interactions that take place each
week give us some of the world’s most robust data to analyze
and leverage to improve our service. For example, customer
insights led the Walmart U.S. team to expand our Black Friday
1-Hour Guarantee program this past year, and innovative
systems enabled successful execution and on-time product
delivery. The tools today may be different than the ones Sam
employed, but the imperative that will guide our transforma-
tional initiatives is the same – to connect more effectively
with customers.
Walmart is well-positioned for the future partially due to our
unique assets. We have more than 10,900 physical points of
distribution globally. No other retailer possesses such an
extensive footprint. And, with our retail websites around the
world, we’re doing more to leverage these physical assets to
expand the intersection with digital retail. Last year, we grew
e-commerce sales in Brazil and China at nearly twice the
market rate. Asda’s Click and Collect program has been very
successful, and Mexico is expanding grocery delivery beyond
our Superama grocery stores to supercenters this year. We’re
leveraging best practices to further test grocery delivery
and customer pickup in the U.S. We’ve also broadened our
e-commerce merchandise assortment. Last year, for example,
we more than doubled walmart.com’s merchandise offerings
in the U.S. to over 5 million SKUs, and our sites in Brazil and
China greatly expanded their assortments as well.
We invest in price to bring everyday low prices (EDLP) to
more customers around the world. EDLP earns trust with
customers because we’re driven to keep our cost structure
low. That commitment to price is central to our brand –
regardless of the format.
We’re also giving customers greater access to the value we
offer through different formats. In the U.S., our Neighborhood
Markets offer fresh foods, pharmacy and fuel, and delivered
healthy comp sales growth in fiscal 2014. This year, we’ll
significantly accelerate their rollout to complement our
core supercenter fleet. And, in Mexico and the U.K., we’ll
open more small stores to deliver convenience, assortment
and low prices.
Expanding opportunities for associates. One of the
most exciting things about serving more customers in new
ways is the opportunity to create good jobs, attract new talent
and expand current associates’ possibilities to build careers.
Last year, we hired 776,000 new associates to jobs across
our operations. The path of my own career attests to the
exceptional opportunity at Walmart to advance professionally.
In fact, we promoted about 190,000 U.S. store and club
associates last year to jobs with more responsibility and
higher pay. And, we’ll continue to invest in training and
development because building the best team in retail is
central to our strategy.
Driving operational excellence. We remain focused on
driving the productivity loop to leverage operating expenses.
The most important way to deliver against this objective is to
increase sales. By operating and buying for less, we’re able to
lower prices that, in turn, prompt customers to make more
purchases. We also foster an environment that leverages best
practices across the enterprise to drive process improvements.
Operational excellence requires capital discipline and
efficiency,
and our real estate and construction teams have made great
progress in lowering the cost of new stores and remodels.
Our focus on capital efficiency also is top of mind with our
e-commerce capabilities. We’re more disciplined now in
allocating capital to the right markets, the right formats
and the right digital capabilities.
Earning trust in communities. I’m proud of the value
we add in the communities we serve and I know we will find
new ways to contribute. We are deeply committed to com-
pliance and social, environmental and local responsibility.
Operating with integrity is a cornerstone for building trust.
We have made tremendous progress toward our goal of
developing a world-class compliance organization and this
will continue to be a top priority going forward. Our training
and leadership development programs reinforce the mission
of upholding the highest standards of integrity, not just in
retail, but in all of business. We’ll also continue to lead on key
Walmart 2014 Annual Report 54 Walmart 2014 Annual Report
Read Walmart’s 2014 Global
Responsibility Report at
stock.walmart.com to learn
more about our workplace,
social, environmental,
sourcing and compliance
initiatives.
issues like women’s economic empowerment, healthier foods
and renewable energy. Walmart’s initiatives, in partnership with
many suppliers, have significantly increased sustainability
throughout the global supply chain, and we will do even more.
Solid performance in a challenging environment.
In fiscal 2014, consolidated net sales increased $7.5 billion to
more than $473 billion and diluted earnings per share from
continuing operations were $4.85. While we certainly see areas
where we can improve, it’s also a reality that we faced some
challenging consumer environments around the world. Both
developed and developing markets grew slower than most
people would have hoped for. The value we offer enabled us
to grow share almost everywhere, and we’re optimistic that
conditions will moderately improve this year.
Walmart U.S. delivered solid profit growth. Operating income
grew 4 percent on a net sales increase of $5 billion. The U.S.
team did a great job controlling costs and successfully lever-
aged expenses. Walmart International’s net sales increased
1.3 percent to more than $136 billion. We took important steps
to hone our international portfolio and focus investments on
the most profitable opportunities to position the business for
future growth. Sam’s Club continued to expand its footprint,
opening 12 new clubs, and enhanced its merchandise offerings
with a sharpened focus around value, quality and exciting
merchandise. Our members saw the value of membership,
and with the fee increase in May, Sam’s Club membership
income continued to grow.
Each operating segment strengthened its e-commerce
platforms, and customers responded, driving annual Global
eCommerce sales, including acquisitions, above the $10-billion
mark, a 30 percent increase. A strong focus on e-commerce
is now fully embedded within each of our businesses and
we’ll increase our investment as e-commerce opportunities
present themselves.
Embracing the challenge to change. After just a few
months into my new role, I have an even deeper appreciation
for Mike Duke’s extraordinary contributions as CEO over the
past 5 years. His work positioned Walmart for long-term
success,
and I am one of the many associates who benefitted from his
guidance and leadership. His passion for our business and
drive for continuous improvement greatly benefitted Walmart’s
associates, customers and shareholders.
I look to the future confident that Walmart has all the
ingredients
necessary to prosper in the new retail world that is unfolding.
Our purpose remains clear – to save people money so they
can live better – and the actions we’re taking will expand the
opportunities to fulfill that purpose. We’ll analyze and review
everything Walmart is today, and we’ll be willing to change
whatever is necessary to serve customers better than ever.
I first started working for Walmart 30 years ago when I was a
teenager. I’ve fallen in love with our company, its people, our
purpose and culture. We have a unique culture grounded on
four basic beliefs: service to our customers, respect for the
individual, striving for excellence and acting with integrity.
As CEO, I want to continue to nourish and strengthen these
foundational beliefs. And, I’m excited to increase the pace of
change to ensure we’re serving the customers the way they
want to be served in the future.
Sincerely,
Doug McMillon
President and Chief Executive Officer
Wal-Mart Stores, Inc.
Walmart 2014 Annual Report 54 Walmart 2014 Annual Report
Top left: We’ll purchase an additional $250B
of U.S.-made products over the next 10 years.
Top right: Produce, backed by our money-back
guarantee, has the quality and value customers trust.
Middle right: We’re bringing new, innovative grocery
products to our broad assortment.
Bottom right: Customers appreciate the convenient
access to pharmacy, fresh foods, fuel and e-com-
merce pickup at our Walmart Express pilot stores.
Bottom left: In fiscal 2015, we expect to add about
200 new Neighborhood Markets to our portfolio.
Nearly
140 million
customers served
each week
Serving customers and
delivering savings every day
In fiscal 2014, Walmart U.S. attracted nearly 140 million
weekly shoppers to our stores
and delivered net sales of more than $279 billion, an increase of
$5 billion, or 1.8 percent,
from last year. Our focus on cost discipline helped drive 4
percent operating income
growth, more than twice the rate of sales, despite a 0.6 percent
decline in comp sales.
Focused on customer needs. Customers choose Walmart for our
broad assortment,
including national brands and locally relevant merchandise, at
everyday low prices (EDLP).
It’s our winning formula and results in continued market share
gains in key categories,
such as food, consumables, over-the-counter and apparel. With
our merchant mindset,
we partner with suppliers to increase product innovation and
bring exciting new brands
to our stores, such as Russell, Avia and Calphalon. We also
work hard to improve quality
and execution, making great strides in areas such as produce
and meat. And, our price
investments are driving sales by providing a lower-priced
basket relative to the market
and building customers’ trust in our EDLP promise.
In order to invest in price, we focus on everyday low cost
(EDLC). Advancements in
logistics and store operations continue to reduce costs and
improve productivity. For
instance, optimized transportation routes and distribution center
mechanization are
driving supply chain efficiencies. Greater flexibility at the store
front-end, such as self-
checkouts, is helping productivity and resonating with our
customers. We believe we
can drive cost savings by sourcing closer to the point of
consumption. We made bold
commitments to increase purchases of U.S.-made products by an
additional $250 billion
over the next 10 years.
Our 1.2 million associates are essential to a customer-centric
experience. Advancement
opportunities abound for Walmart associates who are passionate
about serving customers.
Last year, we promoted over 170,000 associates and
experienced more part-time associates
accepting full-time roles, building long-term careers with
Walmart. We also added over
30,000 honorably discharged veterans to our team. We’re
strengthening career develop-
ment pathways by expanding training to foster continued, strong
associate engagement.
Positioned to win at the convergence of digital and physical.
Walmart is redefining
the next generation of retail growth and is the best-positioned
retailer to win at the
convergence of digital and physical retail. In fiscal 2015, we’ll
continue to grow our
multi-format portfolio. Our core supercenter fleet serves the
stock-up trip and accounts for
the majority of our market share leadership. We’re accelerating
the rollout of Neighborhood
Markets to serve the quick-trip needs. And, our expanded pilot
of Walmart Express focuses
on the rural quick-trip. Neighborhood Markets and Express
deliver convenience and
customer access to fresh foods, pharmacy and fuel. Overall,
we’ll add between 21 and
23 million retail square feet, representing between 385 and 415
units in fiscal 2015.
We’ll also connect Walmart’s physical assets to the broad
assortment that is available
through nearby stores and online, delivering anytime access to
our brand. We’re testing
grocery delivery in several markets and also piloting an easy
pickup option for online
grocery and general merchandise. Innovations such as these
expand our reach to more
customers on their terms.
Walmart 2014 Annual Report 7
“ We’re offering
customers con-
venient digital and
physical access to
Walmart’s broad
merchandise
assortment and
investing in price
leadership to
provide even
greater value.”
Bill Simon
President and CEO
Walmart U.S.
Positioning our portfolio for
continued growth
In fiscal 2014, Walmart International’s net sales, excluding the
impact of currency exchange
rate fluctuations and acquisitions, increased 4.6 percent to
$140.9 billion. We added
12.5 million square feet and 324 stores, bringing our total
portfolio to more than
6,100 stores. We also grew or maintained market share in most
countries, despite a
challenging macroeconomic environment where household
incomes were stretched
and competition remained high.
Targeting the most promising opportunities. International will
continue to be a
growth vehicle for Walmart. We’re focused on driving comp
sales in all markets and
investing in relevant formats and channels, including e-
commerce and mobile. During
the year, we took steps to strengthen our position in Brazil,
Chile, China and Mexico
and expect these actions to help us deliver our financial
priorities.
We’re excited about opportunities for growth in e-commerce.
Our investments in
infrastructure and talent are accelerating International’s digital
expansion and providing
options for customers with diverse shopping habits. For
example, Asda’s rapidly growing
online grocery business exemplifies the physical-digital
convergence, creating a customer
experience that only Walmart can deliver. Brazil e-commerce
sales grew at nearly twice
the market rate last year, and Yihaodian is one of China’s
fastest-growing e-commerce
sites, offering customers both grocery and general merchandise.
In addition, we’re
increasing our investments in Mexico and Canada to drive
growth.
Customers around the world still want and need value. We’ll
deliver EDLP for them by
continuing to invest in price. EDLP builds trust with customers
while saving them money,
whether it’s “Worry Free” pricing in China or the “Asda Price
Guarantee” in the U.K. Our
objective is to fund this investment by being the lowest-cost
operator in every market.
We continue to expand our capabilities to buy, operate and sell
for less. In partnership
with our global leverage teams, we’re driving innovative
technology and process
improvements, all with a lens on greater customer relevance.
Taking corporate responsibility to a higher level. At the core of
International are
the outstanding associates, who are dedicated to serving our
customers. We continue
to recruit some of the best global talent in retail to complement
our current teams, and
we’re investing in training and development of current
associates. For example, in the
last year, we ramped up our efforts with the merchant leadership
academy to provide
advanced training in merchandising strategy and execution.
As a global company, we have responsibilities to the countries
in which we operate,
and we earn trust through our commitment to compliance, social
and environmental
issues. We remain vigilant in our focus to have the most
compliant processes and
capabilities, to support charities and to lead on environmental
sustainability to improve
the communities that we serve.
International
8 Walmart 2014 Annual Report
“ To drive sales and
build long-term
value, we’re
focused on price
leadership and
operational
excellence while
investing in the
formats and
channels that
customers want.”
David Cheesewright
President and CEO
Walmart International
Top left: Our EDLP strategy in Canada, supported by
Rollbacks, provides one-stop shopping at great values.
Top right: Bodega Express provides Mexican customers
with convenient access to Walmart.
Middle right: We expect to continue our growth in
China by opening 110 additional facilities by 2016.
Bottom right: Supercenters in Mexico provide a broad
assortment with local relevance at everyday low prices.
Bottom left: Asda customers enjoy the quality of
George apparel. Overall, Asda will invest £1.25 billion in
price and quality over the next 5 years.
More than
6,100
retail units
operated in
26
countries
1.6 million
demos in
630 clubs
last year
Top left: Members appreciate our merchandise
transformation focused on price, bulk, quality
and excitement.
Top right: Sam’s Club helps business members supply
their needs in restaurants, convenience stores, and others.
Middle top right: Initiatives to promote the health
and wellness of members is a key priority.
Middle bottom right: Sales of traffic-driving categories,
such as fresh produce, saw strong growth in fiscal 2014.
Bottom right: The Instant Savings Books add further
value to a membership.
Bottom left: We’ve expanded self checkouts,
increasing convenience for our Savings, Plus and
business members.
Walmart 2014 Annual Report 11
Rosalind Brewer
President and CEO
Sam’s Club
“ We’re focused
on creating even
more value for
our members,
through great
merchandise
at exceptional
values. Our new
membership
enhancements
will make a Sam’s
Club membership
more rewarding
than ever. “
Offering unique merchandise
at exceptional values
In fiscal 2014, Sam’s Club delivered greater value to members,
opened new clubs and
improved the ability to shop anytime, anywhere through e-
commerce and mobile
initiatives. Net sales increased 1.3 percent to $57.2 billion and
operating income was
$2.0 billion. Excluding the 30 basis point fuel impact, comp
sales increased 0.7 percent.
Membership income was the strongest it’s been in many years,
growing 5.9 percent,
primarily due to the fee increase implemented in May.
More new ways to excite our members. The initial steps of our
merchandise
transformation are energizing members to buy. We boost
member traffic by offering
exciting new merchandise, including quality national brands, at
exceptional values. We
had great success in home and apparel and plan to continue
rolling out even more new
merchandise across our clubs. Our highly engaged associates
drive member excitement
by providing great service that enhances the membership
experience.
A seamless multi-channel offering creates an integrated member
experience. Improved
e-commerce and mobile platforms strengthen conversions,
particularly in mobile trans-
actions. We’re fully integrating our samsclub.com team with
Walmart Global eCommerce
to strengthen digital capabilities and support continued sales
growth.
We’re also focused on member relevance by leveraging Big
Data to better understand our
members’ needs. These insights increase efficiency and
productivity in our clubs. Data
helps us predict whether a mom is planning family meals or an
entrepreneur is launching
a new business and enables personalized interactions that make
their membership
experience more rewarding.
Sam’s Club opened 20 new, relocated or expanded clubs in
fiscal 2014, the largest number
of openings in several years. We invested in membership
acquisition to build a critical mass
in our new club openings, including the use of social media
marketing. In fiscal 2015, we
plan to open between 17 and 22 new, relocated or expanded
units.
Making membership more rewarding than ever. We’re using
Instant Savings Books
(ISB) as an important tool to demonstrate price leadership. We
discount top-selling brands,
popular items and new products throughout the club and online
to provide greater
value. Offered several times throughout the year, ISBs also
drive member awareness
to categories they might not typically shop.
This summer, we’ll launch two new membership enhancements.
First, we’ll roll out
cash rewards nationally, providing an opportunity to reward our
best members, grow
membership income and drive loyalty. Second, we’ll introduce a
new cash-back credit
card offering. Both enhancements will provide significant value
to our members, making
a membership with Sam’s Club more rewarding than ever.
12 Walmart 2014 Annual Report
Accelerating growth through
e-commerce integration
Walmart 2014 Annual Report 12
In China, Yihaodian’s new,
more intuitive mobile app
has helped expand mobile
transactions eightfold in
one year.
In the U.S., walmart.com customers
enjoy an expanded online assortment
of more than 5 million SKUs and
convenient delivery options to their
home or through Site to Store.
We’re investing in new fulfillment centers
to provide faster delivery in the U.S., U.K.
and Brazil.
13 Walmart 2014 Annual Report Walmart 2014 Annual Report
13
Walmart To Go, now in
test in the U.S., leverages
best practices from our
successful Asda grocery
delivery business in the U.K.
Traffic on Sam’s Club’s
mobile platform nearly
doubled in the last year.
After a threefold increase in
site traffic, walmart.com in
Brazil consistently ranks as the
#1 or #2 most visited retail site.
“ Best in class e-commerce,
plus the assets of the world’s
largest retailer, allow Walmart
to do for customers what no
one else can.”
Neil Ashe,
President and CEO,
Global eCommerce
Walmart’s strength as a retailer has continued through more
than five decades of economic change and retail industry
transformation. It’s a remarkable record, based on our unique
ability to deliver on our purpose for customers, the strength
of our culture and the foundation of strong governance by
our Board of Directors. All of this together allows Walmart to
improve shareholder value.
Our Board is more diverse than most public company boards,
with broad global business expertise ranging from technology
to retail, and finance to compliance. Our directors’ diverse per-
spectives and experiences provide the support and foundation
for our management team, as they refine our business strategy
for changing customer needs.
Walmart’s Board views succession planning as a critical
responsibility, and it’s a topic upon which the company has
spent considerable time and effort. This diligence has served
shareholders well, as we’ve added talented new directors over
the past few years. And, we were very pleased to name Doug
McMillon to our Board and as Walmart’s new CEO following
Mike Duke’s retirement.
Stability and high governance standards. Doug becomes
only the fourth CEO of Walmart since Dad separated the roles
of Chairman and CEO in 1988. That, too, is a remarkable record
of stability and the high governance standards established by
our Board. Doug is a superb choice to lead Walmart. He has
grown up in the company – starting as an hourly associate in
one of our distribution centers at the age of 17. After complet-
ing his MBA program, Doug began what is now a 23-year
record
of effective leadership that has prepared him to serve as CEO.
He keenly understands everything Walmart – people, our core
operations, opportunities and challenges at a fundamental level.
Doug is deeply grounded in Walmart’s culture, including the
importance of “staying out in front of change,” as Dad used to
say. I’m confident that Doug’s leadership will provide Walmart
a bright and robust future.
Mike served exceptionally well as CEO for the past five years,
and his contributions to Walmart over his 18-year career are
many. In each leadership role, Mike demonstrated integrity in
dealing with tough issues, displayed the greatest character and
consideration for people, and had a steely determination to do
the right thing for our associates, shareholders and the com-
munities we serve. Among Mike’s signature contributions as
CEO was his commitment to investing in our global e-commerce
business, critical for Walmart’s long-term growth. In addition,
Mike’s passion for increasing productivity re-engaged the
company in leveraging expenses so that we can lower prices
for our customers. Mike is a terrific leader, and I’m extremely
pleased that we’ll continue to benefit from his insight as a
member of our Board.
A commitment to board independence. Our family is proud
to have a representation in guiding Walmart’s future, but we’re
committed to independent board governance. Today, 10 of
our 16 incumbent directors are independent. These men and
women are dedicated to serving shareholders. In fact, our
directors attended 97 percent of Board and committee meet-
ings in fiscal 2014. They challenge management on delivering
business objectives and employing strategies to win in this
shifting global retail landscape. And the Board consistently
evaluates steps to strengthen governance. Since my letter to
you last year, we increased the stock ownership guidelines
for our CEO and certain executive officers to further align their
interests with long-term shareholder value. We also amended
Walmart’s bylaws to allow shareholders owning at least
10 percent of outstanding shares to request a special
shareholders’
meeting. In addition, Dr. James Cash was appointed Presiding
Director, bringing tremendous experience from his service on
Walmart’s and other boards. And, reflecting our commitment to
independence, the Board amended our Corporate Governance
Guidelines to clarify and expand the roles and responsibilities
of the Presiding Director.
Our Board also has overseen significant enhancements to our
global compliance program. For more details on this progress,
I encourage you to review “Walmart’s Global Compliance
Program: Report on Fiscal Year 2014,” on our website at
stock.walmart.com. You can also review our proxy statement
for further details about our board members, governance
structure and executive compensation.
In closing, Dad woke up every day trying to make things better,
and was never satisfied when they were good or even great.
Today, that passion for continuous improvement remains
thoroughly embedded in Walmart, and especially in our new
CEO. With an enduring commitment to strong corporate
governance and effective leaders to chart our course, I’m
confident that our remarkable story of progress will continue.
S. Robson Walton
Chairman of the Board of Directors
Wal-Mart Stores, Inc.
Strong governance:
a commitment
that endures
Board Committees:
Name Audit
Comp.,
Nominating &
Governance Executive
Global
Comp.
Strategic
Planning
& Finance
Tech &
e-commerce
S. Robson Walton
Aida M. Alvarez
James I. Cash, Jr., Ph.D.(FE)
Roger C. Corbett
Pamela J. Craig (FE)
Douglas N. Daft
Michael T. Duke (C)
Timothy P. Flynn(FE)
Name Audit
Comp.,
Nominating &
Governance Executive
Global
Comp.
Strategic
Planning
& Finance
Tech &
e-commerce
Marissa A. Mayer
Doug McMillon (C)
Gregory B. Penner (C)
Steven S Reinemund (C)
H. Lee Scott, Jr.
Jim C. Walton
Christopher J. Williams(FE) (C)
Linda S. Wolf (C)
(C) Committee Chair (FE) Financial Expert
Walmart 2014 Annual Report 15
From Left to right:
1| Linda S. Wolf
Ms. Wolf is the retired Chairman of the Board of Directors
and Chief Executive Officer of Leo Burnett Worldwide, Inc.,
an advertising agency and division of Publicis Groupe S.A.
2| Steven S Reinemund
Mr. Reinemund is the Dean of Business and Professor of
Leadership and Strategy at Wake Forest University. He
previously served as the Chairman of the Board and
Chairman and Chief Executive Officer of PepsiCo, Inc.
3| James I. Cash, Jr., Ph.D. (Presiding director)
Dr. Cash is the James E. Robison Emeritus Professor of
Business Administration at Harvard Business School,
where he served from July 1976 to October 2003.
4| H. Lee Scott, Jr.
Mr. Scott is the former Chairman of the Executive
Committee of the Board of Directors of Wal-Mart
Stores, Inc. He is the former President and Chief
Executive Of ficer of Wal-Mart Stores, Inc., serving in
that position from Januar y 2000 to Januar y 2009.
5| Roger C. Corbett
Mr. Corbett is the retired Chief Executive Officer and
Group Managing Director of Woolworths Limited, the
largest retail company in Australia.
6| Aida M. Alvarez
Ms. Alvarez is the former Administrator of the U.S. Small
Business Administration and was a member of President
Clinton’s Cabinet from 1997 to 2001.
7| Jim C. Walton
Mr. Walton is the Chairman of the Board of Directors
and Chief Executive Officer of Arvest Bank Group, Inc.,
a group of banks operating in the states of Arkansas,
Kansas, Missouri and Oklahoma.
8| S. Robson Walton
Mr. Walton is the Chairman of the Board of Directors
of Wal-Mart Stores, Inc.
9| Gregory B. Penner
Mr. Penner is a General Partner at Madrone Capital
Partners, an investment management firm.
10| Timothy P. Flynn
Mr. Flynn is the retired Chairman of KPMG
International, a professional services firm.
11| Michael T. Duke
Mr. Duke is the Chairman of the Executive Committee of
the Board of Directors of Wal-Mart Stores, Inc. He is the
former President and Chief Executive Officer of Wal-Mart
Stores, Inc., serving in that position from February 2009
to January 2014.
12| Marissa A. Mayer
Ms. Mayer is the Chief Executive Officer and President and
Director of Yahoo!, Inc., a digital media company.
13| Douglas N. Daft
Mr. Daft is the retired Chairman of the Board of Directors
and Chief Executive Officer of The Coca-Cola Company,
a beverage manufacturer, where he served in that
capacity from Februar y 2000 until May 2004, and in
various other capacities since 1969.
14| C. Douglas McMillon
Mr. McMillon is the President and Chief Executive Officer
of Wal-Mart Stores, Inc.
15| Christopher J. Williams
Mr. Williams is the Chairman of the Board of Directors and
Chief Executive Officer of The Williams Capital Group, L.P.,
an investment bank.
16| Pamela J. Craig
Ms. Craig is the retired Chief Financial Of ficer of
Accenture plc, a global management consulting,
technology services, and outsourcing company.
Board of Directors
16 Walmart 2014 Annual Report
Fiscal 2014 was a tough year for Walmart. Sales and earnings
were not where we wanted them
to be, as we faced a number of economic headwinds around the
world. But I’m confident in our
future because Walmart continues to have an extremely strong
underlying business. We’re proud
of our AA credit rating – the highest in the retail industry. We
have a strong balance sheet, and our
business consistently generates robust cash flows. Walmart’s
EDLC-EDLP business model resonates
with customers, and even in this challenging retail environment,
we delivered more than $473 billion
in net sales. We also have great opportunities for continued
global growth, whether it’s through
the intersection of digital and physical retail, small format
stores, or our increasing membership in
Sam’s Club. When I consider our opportunities ahead, I’m
excited about our future, and specifically
this new fiscal year.
At Walmart, we’re guided by our financial priorities – growth,
leverage and returns. Customers
want to shop on their terms. We’re focused on growth by
providing customers a unified shopping
experience, whether they’re in our supercenters for a large
“stock-up trip,” in our smaller stores for
groceries, or on their mobile device at their child’s ball game.
Our top priority is to increase comp
sales in all markets and channels. We drive productivity to
deliver EDLC so we can pass savings to
customers. These price investments provide greater value under
our EDLP position to propel comp
sales. In fiscal 2015, we’ll also invest approximately $12.4
billion to $13.4 billion in physical and digital
assets to better serve customers worldwide. We expect to add
between 35 million and 39 million
net new retail square feet. And to connect with customers more
effectively, we’re accelerating
the rollout of small format stores in many of our markets,
including the U.S., the U.K. and Mexico.
Global eCommerce saw strong growth in fiscal 2014, with a 30
percent increase in sales. We’ll
continue to invest to enhance technology platforms and expand
fulfillment networks, including
new facilities in Pennsylvania, Indiana and Brazil.
Infrastructure investments help us to be nimble
platform, Pangaea, will deliver a world-class integrated
customer experience and improve our website
speed, flexibility and scalability when it begins to roll out later
this year. We’re also leveraging global
best practices to increase site visits and add services such as the
Asda Direct kiosk – which allows
customers to order from online catalogs while they’re still in
the store – to grocery delivery and
drive-through pickup, which we’re testing in Denver in the U.S.
In fiscal 2015, we expect Global
eCommerce gross merchandise value, which includes digital
sales of Walmart goods and third-party
sales through our sites, to exceed $13 billion.
We’re committed to being the lowest cost operator globally and
leveraging expenses. In fiscal
2014, Walmart U.S. did a great job of leveraging operating
expenses, and International and Sam’s Club
took steps to lower their cost structures. We’re sharpening our
ability to drive efficiencies in all
operations. Globally, our teams are identifying best practices
and sharing these efficiency measures
so that they can be applied across the organization.
Returning value to shareholders remains a key priority. In fact,
we returned $12.8 billion to
shareholders through dividends and share repurchases last year,
bringing our five-year total to
nearly $68 billion. And, in February, we announced our 41st
consecutive annual dividend increase
to $1.92 per share.
As I close, I encourage you to review our financial results in the
next section. We’re focused on
consistent execution in every market to continue to serve our
customers and deliver growth,
leverage and returns for shareholders.
Charles M. Holley, Jr.
Executive Vice President and Chief Financial Officer
Wal-Mart Stores, Inc.
Our FY 2014
Financial Performance
“ At Walmart,
we’re guided
by our financial
priorities – growth,
leverage and
returns.”
Charles Holley, Jr.
Walmart 2014 Annual Report 17
Executive Officers
Neil M. Ashe
Executive Vice President, President and
Chief Executive Officer, Global eCommerce
Daniel J. Bartlett
Executive Vice President, Corporate Affairs
Rosalind G. Brewer
Executive Vice President, President and
Chief Executive Officer, Sam’s Club
M. Susan Chambers
Executive Vice President, Global People
David Cheesewright
Executive Vice President, President and
Chief Executive Officer, Walmart International
Michael T. Duke
Chairman of the Executive Committee
of the Board of Directors
Rollin L. Ford
Executive Vice President and
Chief Administrative Officer
Jeffrey J. Gearhart
Executive Vice President, Global Governance and
Corporate Secretary
Charles M. Holley, Jr.
Executive Vice President and Chief Financial Officer
C. Douglas McMillon
President and Chief Executive Officer
William S. Simon
Executive Vice President, President and
Chief Executive Officer, Walmart U.S.
Steven P. Whaley
Senior Vice President and Controller
18 Five-Year Financial Summary
19 Management’s Discussion and Analysis of
Financial Condition and Results of Operations
36 Consolidated Statements of Income
Consolidated Statements of Comprehensive
Income
37 Consolidated Balance Sheets
38 Consolidated Statements of
Shareholders’ Equity
39 Consolidated Statements of Cash Flows
40 Notes to Consolidated Financial Statements
60 Report of Independent Registered Public
Accounting Firm
61 Report of Independent Registered Public
Accounting Firm on Internal Control Over
Financial Reporting
62 Management’s Report to Our Shareholders
63 Unit Counts as of January 31, 2014
64 Corporate and Stock Information
Five-Year Financial Summary
As of and for the Fiscal Years Ended January 31,
(Amounts in millions, except per share and unit count data)
2014 2013 2012 2011 2010
Operating results
Total revenues $476,294 $468,651 $446,509 $421,395 $407,697
Percentage change in total revenues from previous fiscal year
1.6% 5.0% 6.0% 3.4% 8.1%
Net sales 473,076 465,604 443,416 418,500 404,743
Percentage change in net sales from previous fiscal year 1.6%
5.0% 6.0% 3.4% 0.9%
Increase (decrease) in calendar comparable sales (1)
in the United States (0.5)% 2.4% 1.6% (0.6)% (0.8)%
Walmart U.S. (0.6)% 2.0% 0.3% (1.5)% (0.7)%
Sam’s Club 0.3% 4.1% 8.4% 3.9% (1.4)%
Gross profit margin 24.3% 24.3% 24.5% 24.8% 24.9%
Operating, selling, general and administrative expenses,
as a percentage of net sales 19.3% 19.0% 19.2% 19.4% 19.7%
Operating income $ 26,872 $ 27,725 $ 26,491 $ 25,508 $ 23,969
Income from continuing operations attributable to Walmart
15,918 16,963 15,734 15,340 14,433
Net income per common share:
Diluted income per common share from
continuing operations attributable to Walmart $ 4.85 $ 5.01
$ 4.53 $ 4.18 $ 3.72
Dividends declared per common share 1.88 1.59 1.46 1.21 1.09
Financial position
Inventories $ 44,858 $ 43,803 $ 40,714 $ 36,437 $ 32,713
Property, equipment and capital lease assets, net 117,907
116,681 112,324 107,878 102,307
Total assets 204,751 203,105 193,406 180,782 170,407
Long-term debt and long-term capital lease obligations
(excluding amounts due within one year) 44,559 41,417 47,079
43,842 36,401
Total Walmart shareholders’ equity 76,255 76,343 71,315
68,542 70,468
Unit counts
Walmart U.S. segment 4,203 4,005 3,868 3,804 3,755
Walmart International segment 6,107 5,783 5,287 4,191 3,739
Sam’s Club segment 632 620 611 609 605
Total units 10,942 10,408 9,766 8,604 8,099
(1) Comparable store and club sales include fuel. Comparable
sales include sales from stores and clubs open for the previous
12 months, including remodels, relocations and
expansions, as well as e-commerce sales.
Walmart 2014 Annual Report 1918 Walmart 2014 Annual
Report
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Overview
Wal-Mart Stores, Inc. (“Walmart,” the “Company” or “we”)
operates retail
and other stores in various formats around the world and is
committed
to saving people money so they can live better. Our operations
consist
of three reportable segments: Walmart U.S., Walmart
International and
Sam’s Club.
• The Walmart U.S. segment includes the Company’s mass
merchant
concept in the United States (“U.S.”), operating under the
“Walmart” or
“Wal-Mart” brand with various formats, including supercenters,
discount
stores, Neighborhood Markets and other small stores, as well as
walmart.com. Of our three segments, Walmart U.S. is the
largest and
has historically had the highest gross profit as a percentage of
net sales
(“gross profit rate”). In addition, Walmart U.S. has historically
contributed
the greatest amount to the Company’s net sales and operating
income.
• The Walmart International segment consists of the Company’s
operations
outside of the U.S., including various retail websites. Walmart
International
operates retail, wholesale and other types of units, including
restaurants
and some banks. The overall gross profit rate for Walmart
International is
lower than that of Walmart U.S. because of its merchandise
mix. Walmart
International has generally been our most rapidly growing
segment,
growing primarily through new stores and acquisitions and, in
recent years,
has been growing its net sales and operating income at a faster
rate than
our other segments. However, for fiscal 2014, Walmart
International sales
growth slowed due to fluctuations in currency exchange rates,
as well
as no significant acquisitions, and operating income declined as
a result
of certain operating expenses.
• The Sam’s Club segment includes the warehouse membership
clubs in
the U.S., as well as samsclub.com. Sam’s Club operates as a
membership
club warehouse with a lower gross profit rate and lower
operating
expenses as a percentage of net sales than our other segments.
At Walmart U.S., we earn the trust of our customers every day
by
providing a broad assortment of quality merchandise and
services at
everyday low prices (“EDLP”), while fostering a culture that
rewards and
embraces mutual respect, integrity and diversity. EDLP is our
pricing
philosophy under which we price items at a low price every day
so that
our customers trust that our prices will not change under
frequent pro-
motional activities. Our focus for Sam’s Club is to provide
exceptional
value on brand name and private label merchandise at “members
only”
prices for both business and personal use. Internationally, we
operate
with similar philosophies.
Our fiscal year ends on January 31 for our U.S. and Canadian
operations.
We consolidate all other operations generally using a one-month
lag and
on a calendar year basis. Our business is seasonal to a certain
extent due
to different calendar events and national and religious holidays,
as well as
different weather patterns. Historically, our highest sales
volume and
operating income have occurred in the fiscal quarter ending
January 31.
This discussion, which presents our results for the fiscal years
ended
January 31, 2014 (“fiscal 2014”), January 31, 2013 (“fiscal
2013”) and
January 31, 2012 (“fiscal 2012”), should be read in conjunction
with our
Consolidated Financial Statements and accompanying notes. We
intend
for this discussion to provide the reader with information that
will assist
in understanding our financial statements, the changes in certain
key
items in those financial statements from period to period and
the pri-
mary factors that accounted for those changes. We also discuss
certain
performance metrics that management uses to assess the
Company’s
performance. Additionally, the discussion provides information
about
the financial results of the various segments of our business to
provide a
better understanding of how those segments and their results
affect the
financial condition and results of operations of the Company as
a whole.
Throughout this Management’s Discussion and Analysis of
Financial
Condition and Results of Operations, we discuss segment
operating
income, comparable store and club sales and other measures.
Manage-
ment measures the results of the Company’s segments using,
among
other measures, each segment’s operating income, including
certain
corporate overhead allocations. From time to time, we revise the
measurement of each segment’s operating income or other
measures,
which include certain corporate overhead allocations, as
determined
by the information regularly reviewed by our chief operating
decision
maker. When we do so, the previous period amounts and
balances are
reclassified to conform to the current period’s presentation. The
amounts
disclosed for “Corporate and support” in the leverage discussion
of the
Company’s performance metrics consist of corporate overhead
and
other items not allocated to any of the Company’s segments.
Comparable store and club sales is a metric that indicates the
performance
of our existing U.S. stores and clubs by measuring the change in
sales for
such stores and clubs, including e-commerce sales, for a
particular
period from the corresponding period in the previous year.
Walmart’s
definition of comparable store and club sales includes sales
from stores
and clubs open for the previous 12 months, including remodels,
relocations, expansions and conversions, as well as e-commerce
sales.
We measure the e-commerce sales impact by including those
sales
initiated through our websites and fulfilled through our
dedicated
e-commerce distribution facilities, as well as an estimate for
sales initiated
online, but fulfilled through our stores and clubs. Changes in
format are
excluded from comparable store and club sales when the
conversion is
accompanied by a relocation or expansion that results in a
change in
retail square feet of more than five percent. Comparable store
and club
sales are also referred to as “same-store” sales by others within
the retail
industry. The method of calculating comparable store and club
sales
varies across the retail industry. As a result, our calculation of
comparable
store and club sales is not necessarily comparable to similarly
titled
measures reported by other companies.
In discussing our operating results, the term currency exchange
rates
refers to the currency exchange rates we use to convert the
operating
results for all countries where the functional currency is not the
U.S.
dollar. We calculate the effect of changes in currency exchange
rates as
the difference between current period activity translated using
the
current period’s currency exchange rates, and the comparable
prior year
period’s currency exchange rates. Throughout our discussion,
we refer
to the results of this calculation as the impact of currency
exchange rate
fluctuations. When we refer to constant currency operating
results, we
are referring to our operating results without the impact of the
currency
exchange rate fluctuations and without the impact of
acquisitions until
the acquisitions are included in both comparable periods. The
disclosure
of constant currency amounts or results permits investors to
understand
better Walmart’s underlying performance without the effects of
cur-
rency exchange rate fluctuations or acquisitions. Volatility in
currency
exchange rates may impact the results, including net sales and
operating
income, of the Company and the Walmart International segment
in
the future.
Walmart 2014 Annual Report 1918 Walmart 2014 Annual
Report
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
We made certain reclassifications to prior period amounts or
balances to
conform to the presentation in the current fiscal year. These
reclassifications
did not impact the Company’s operating income or consolidated
net
income. Additionally, certain prior period segment asset and
expense
allocations have been reclassified among segments to be
comparable
with the current period presentation.
The Retail Industry
We operate in the highly competitive retail industry in all of the
countries
we serve. We face strong sales competition from other discount,
depart-
ment, drug, dollar, variety and specialty stores, warehouse clubs
and
supermarkets, as well as internet-based retailers and catalog
businesses.
Many of these competitors are national, regional or
international chains.
We compete with a number of companies for prime retail site
locations,
as well as in attracting and retaining quality employees (whom
we call
“associates”). We, along with other retail companies, are
influenced by a
number of factors including, but not limited to: catastrophic
events,
climate change, competitive pressures, consumer disposable
income,
consumer debt levels and buying patterns, consumer credit
availability,
cost of goods, currency exchange rate fluctuations, customer
preferences,
deflation, fuel and energy prices, general economic conditions,
inflation,
insurance costs, interest rates, labor costs, tax rates,
unemployment and
weather patterns. Further information on the factors that can
affect our
operating results and on certain risks to our Company and an
investment
in its securities can be located in “Item 1A. Risk Factors” in our
Annual
Report on Form 10-K for the fiscal year ended January 31,
2014, and in the
discussion under “Forward-Looking Statements.”
Company Performance Metrics
The Company’s performance metrics emphasize three priorities
for
improving shareholder value: growth, leverage and returns. The
Company’s priority of growth focuses on sales through
comparable store
and club sales, including e-commerce sales, and unit square feet
growth;
the priority of leverage encompasses the Company’s objective
to
increase its operating income at a faster rate than the growth in
net sales
by growing its operating, selling, general and administrative
expenses
(“operating expenses”) at a slower rate than the growth of its
net sales;
and the priority of returns focuses on how efficiently the
Company
employs its assets through return on investment and how
effectively the
Company manages working capital through free cash flow.
Growth
Net Sales
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Percent Percent Percent Percent Percent
Net Sales of Total Change Net Sales of Total Change Net
Sales of Total
Walmart U.S. $279,406 59.0% 1.8% $274,433 59.0% 3.9%
$264,186 59.6%
Walmart International 136,513 28.9% 1.3% 134,748 28.9%
7.4% 125,435 28.3%
Sam’s Club 57,157 12.1% 1.3% 56,423 12.1% 4.9% 53,795
12.1%
Net sales $473,076 100.0% 1.6% $465,604 100.0% 5.0%
$443,416 100.0%
Our consolidated net sales increased 1.6% and 5.0% for fiscal
2014 and 2013, respectively, when compared to the previous
fiscal year. The increase
in net sales for fiscal 2014 was primarily due to 3.1% year-
over-year growth in retail square feet, higher e-commerce sales,
the impact of fiscal 2013
acquisitions, which accounted for $730 million of the net sales
increase, and positive comparable club sales at Sam’s Club. The
positive effect of these
items was partially offset by $5.1 billion of negative impact
from fluctuations in currency exchange rates and decreases in
comparable store sales at
Walmart U.S. and in a number of our international operations.
The increase in net sales for fiscal 2013 was due to 3.3% growth
in retail square feet
and positive comparable store and club sales. Additionally, net
sales from acquisitions, through their respective anniversary
dates, accounted for
$4.0 billion of the increase in net sales. The increase in net
sales for fiscal 2013 was partially offset by $4.5 billion of
negative impact from fluctuations in
currency exchange rates.
Walmart 2014 Annual Report 2120 Walmart 2014 Annual
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Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Calendar Comparable Store and Club Sales
Comparable store and club sales is a metric that indicates the
performance of our existing U.S. stores and clubs by measuring
the change in sales
for such stores and clubs, including e-commerce sales, for a
particular period over the corresponding period in the previous
year. The retail industry
generally reports comparable store and club sales using the
retail calendar (also known as the 4-5-4 calendar) and, to be
consistent with the retail
industry, we provide comparable store and club sales using the
retail calendar in our quarterly earnings releases. However,
when we discuss our
comparable store and club sales below, we are referring to our
calendar comparable store and club sales calculated using our
fiscal calendar. As our
fiscal calendar differs from the retail calendar, our calendar
comparable store and club sales also differ from the retail
calendar comparable store
and club sales provided in our quarterly earnings releases.
Calendar comparable store and club sales, as well as the impact
of fuel, for fiscal 2014
and 2013, were as follows:
With Fuel Fuel Impact
Fiscal Years Ended January 31, Fiscal Years Ended January 31,
2014 2013 2014 2013
Walmart U.S. (0.6)% 2.0% 0.0% 0.0%
Sam’s Club 0.3% 4.1% (0.3)% 0.3%
Total U.S. (0.5)% 2.4% (0.1)% 0.1%
Comparable store and club sales in the U.S., including fuel,
decreased 0.5% in fiscal 2014 and increased 2.4% in fiscal
2013, when compared to the
previous fiscal year. The total U.S. comparable store and club
sales for fiscal 2014 were negatively impacted by lower
consumer spending primarily due
to the slow recovery in general economic conditions, the 2%
increase in the 2013 payroll tax rate, and the reduction in
government food benefits and
severe winter storms that occurred during the fourth quarter.
These factors were partially offset by increased member traffic
at Sam’s Club primarily
coming from Savings Members. Additionally, e-commerce sales
positively impacted Walmart U.S. comparable store and Sam’s
Club comparable club
sales percentages by approximately 0.3%. The total U.S.
comparable store and club sales for fiscal 2013 increased as a
result of improved average ticket
and an increase in customer traffic.
As we continue to add new stores and clubs in the U.S., we do
so with an understanding that additional stores and clubs may
take sales away from
existing units. We estimate the negative impact on comparable
store and club sales as a result of opening new stores and clubs
was approximately
0.8% and 0.7% in fiscal 2014 and 2013, respectively. Our
estimate is calculated primarily by comparing the sales trends of
the impacted stores and
clubs, which are identified based on their proximity to the new
stores and clubs, to those of nearby non-impacted stores and
clubs, in each case,
as measured after the new stores and clubs are opened.
Leverage
Operating Income
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Operating Percent Percent Operating Percent Percent
Operating Percent
Income of Total Change Income of Total Change Income of
Total
Walmart U.S. $22,351 83.2% 4.0% $21,491 77.5% 5.4%
$20,381 76.9%
Walmart International 5,454 20.3% (17.6)% 6,617 23.9% 8.2%
6,113 23.1%
Sam’s Club 1,975 7.3% 0.8% 1,960 7.1% 6.3% 1,844 7.0%
Corporate and support (2,908) (10.8)% 24.1% (2,343) (8.5)%
26.9% (1,847) (7.0)%
Operating income $26,872 100.0% (3.1)% $27,725 100.0% 4.7%
$26,491 100.0%
We believe comparing both the growth of our operating
expenses and our operating income to the growth of our net
sales are meaningful measures
as they indicate how effectively we manage costs and leverage
operating expenses. Our objective for a fiscal year is to grow
operating expenses at a
slower rate than net sales and to grow operating income at a
faster rate than net sales. On occasion, we may make strategic
growth investments that
may, at times, cause our operating expenses to grow at a faster
rate than net sales and that may result in our operating income
growing at a slower
rate than net sales.
Walmart 2014 Annual Report 2120 Walmart 2014 Annual
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Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Operating Expenses
For fiscal 2014, we did not meet our objective of growing
operating
expenses at a slower rate than net sales as operating expenses as
a
percentage of net sales increased 27 basis points. Overall,
lower than
anticipated net sales, higher investment in key areas, such as
global
leverage and e-commerce initiatives, and nearly $1.0 billion of
increased
expenses for various matters described in the Walmart
International seg-
ment discussion, were the primary causes for the increase in
operating
expenses as a percentage of net sales. Additional expenses
related to the
Foreign Corrupt Practices Act (“FCPA”) inquiries and
investigations, as well
as our global compliance program and related organizational
enhancements,
also contributed to the increase in operating expenses as a
percentage of
net sales. The negative leverage impact of these items was
partially offset
by lower incentive expenses for fiscal 2014. For fiscal 2013, we
met our
objective of growing operating expenses at a slower rate than
net sales
as operating expenses as a percentage of net sales decreased 14
basis
points. The fiscal 2013 decrease in operating expenses as a
percentage
of net sales was primarily due to productivity improvements and
expense management.
Expenses incurred for the FCPA inquiries and investigations, as
well as our
global compliance program and related organizational
enhancements,
were $282 million and $157 million for fiscal 2014 and 2013,
respectively.
Operating Income
For fiscal 2014, we did not meet our objective of growing
operating
income at a faster rate than net sales as operating income
decreased
3.1% while net sales increased 1.6%, when compared to the
previous
fiscal year. This was primarily due to the factors we discussed
for not
leveraging operating expenses, partially offset by increases in
member-
ship and other income of 5.6%. For fiscal 2013, we also did not
meet our
objective of growing operating income at a faster rate than net
sales as
operating income increased 4.7% while net sales increased
5.0%, when
compared to the previous fiscal year. The primary causes for
operating
income growing slower than net sales in fiscal 2013 were our
increased
investments in e-commerce initiatives, increased expenses
related to
the FCPA inquiries and investigations, as well as our global
compliance
program and related organizational enhancements, and
investments
in price, which reduced gross margin.
Returns
Return on Investment
Management believes return on investment (“ROI”) is a
meaningful
metric to share with investors because it helps investors assess
how
effectively Walmart is deploying its assets. Trends in ROI can
fluctuate
over time as management balances long-term potential strategic
initiatives with possible short-term impacts. ROI was 17.0%
and 18.1% for
fiscal 2014 and 2013, respectively. The decline in ROI was
primarily due to
a decline in operating income, investments in property and
equipment
and the impact of acquisitions.
ROI is considered a non-GAAP financial measure. We consider
return on
assets (“ROA”) to be the financial measure computed in
accordance with
generally accepted accounting principles (“GAAP”) that is the
most
directly comparable financial measure to our calculation of
ROI. ROA was
8.1% and 8.9% for fiscal 2014 and 2013, respectively.
We define ROI as adjusted operating income (operating income
plus
interest income, depreciation and amortization, and rent
expense) for
the trailing twelve months or fiscal year divided by average
invested
capital during that period. We consider average invested capital
to be
the average of our beginning and ending total assets of
continuing
operations, plus average accumulated depreciation and
amortization
less average accounts payable and average accrued liabilities
for that
period, plus a rent factor equal to the rent for the fiscal year or
trailing
twelve months multiplied by a factor of eight. When we have
discontinued
operations, we exclude the impact of the discontinued
operations.
Our calculation of ROI is considered a non-GAAP financial
measure
because we calculate ROI using financial measures that exclude
and
include amounts that are included and excluded in the most
directly
comparable GAAP financial measure. For example, we exclude
the
impact of depreciation and amortization from our reported
operating
income in calculating the numerator of our calculation of ROI.
In addi-
tion, we include a factor of eight for rent expense that estimates
the
hypothetical capitalization of our operating leases. ROI differs
from ROA
(which is consolidated income from continuing operations for
the period
divided by average total assets of continuing operations for the
period)
because ROI: adjusts operating income to exclude certain
expense items
and adds interest income; adjusts total assets of continuing
operations
for the impact of accumulated depreciation and amortization,
accounts
payable and accrued liabilities; and incorporates a factor of rent
to arrive
at total invested capital.
Although ROI is a standard financial metric, numerous methods
exist
for calculating a company’s ROI. As a result, the method used
by
management to calculate our ROI may differ from the methods
used by
other companies to calculate their ROI. We urge you to
understand
the methods used by other companies to calculate their ROI
before
comparing our ROI to that of such other companies.
Walmart 2014 Annual Report 2322 Walmart 2014 Annual
Report
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
The calculation of ROI, along with a reconciliation to the
calculation of
ROA, the most comparable GAAP financial measure, is as
follows:
Fiscal Years
Ended January 31,
(Amounts in millions) 2014 2013
CALCULATION OF RETURN ON INVESTMENT
Numerator
Operating income $ 26,872 $ 27,725
+ Interest income 119 186
+ Depreciation and amortization 8,870 8,478
+ Rent 2,828 2,581
= Adjusted operating income $ 38,689 $ 38,970
Denominator
Average total assets
of continuing operations (1) $203,680 $198,193
+ Average accumulated depreciation
and amortization (1) 57,907 51,829
- Average accounts payable (1) 37,748 37,344
- Average accrued liabilities (1) 18,802 18,481
+ Rent x 8 22,624 20,648
= Average invested capital $227,661 $214,845
Return on investment (ROI) 17.0% 18.1%
CALCULATION OF RETURN ON ASSETS
Numerator
Income from continuing operations $ 16,551 $ 17,704
Denominator
Average total assets
of continuing operations (1) $203,680 $198,193
Return on assets (ROA) 8.1% 8.9%
As of January 31,
2014 2013 2012
Certain Balance Sheet Data
Total assets of
continuing operations (2) $204,291 $203,068 $193,317
Accumulated depreciation
and amortization 60,771 55,043 48,614
Accounts payable 37,415 38,080 36,608
Accrued liabilities 18,793 18,808 18,154
(1) The average is based on the addition of the account balance
at the end of the current
period to the account balance at the end of the prior period and
dividing by 2.
(2) Total assets of continuing operations as of January 31,
2014, 2013 and 2012 in the
table exclude assets of discontinued operations that are
reflected in the Company’s
Consolidated Balance Sheets of $460 million, $37 million and
$89 million, respectively.
Free Cash Flow
We define free cash flow as net cash provided by operating
activities
in a period minus payments for property and equipment made in
that
period. We generated free cash flow of $10.1 billion, $12.7
billion and
$10.7 billion for fiscal 2014, 2013 and 2012, respectively. The
decline in free
cash flow for fiscal 2014, when compared to the previous fiscal
year, was
primarily due to the timing of income tax payments, as well as
lower income
from continuing operations and slightly higher capital
expenditures. The
fiscal 2013 increase in free cash flow was primarily due to
higher income
from continuing operations positively impacting net cash
generated
from operating activities and lower capital expenditures.
Free cash flow is considered a non-GAAP financial measure.
We consider
net cash provided by operating activities to be the GAAP
financial
measure most directly comparable to free cash flow.
Management
believes that free cash flow, which measures our ability to
generate
additional cash from our business operations, is an important
financial
measure for use in evaluating the Company’s financial
performance. Free
cash flow should be considered in addition to, rather than as a
substitute
for, consolidated income from continuing operations as a
measure of our
performance and net cash provided by operating activities as a
measure
of our liquidity.
Additionally, our definition of free cash flow is limited, in that
it does not
represent residual cash flows available for discretionary
expenditures as
the measure does not deduct the payments required for debt
service
and other contractual obligations or payments made for business
acqui-
sitions. Therefore, we believe it is important to view free cash
flow as a
measure that provides supplemental information to our
Consolidated
Statements of Cash Flows.
Although other companies report their free cash flow, numerous
methods may exist for calculating a company’s free cash flow.
As a result,
the method used by our management to calculate our free cash
flow
may differ from the methods used by other companies to
calculate their
free cash flow. We urge you to understand the methods used by
other
companies to calculate their free cash flow before comparing
our free
cash flow to that of such other companies.
The following table sets forth a reconciliation of free cash flow
to net cash
provided by operating activities, as well as information
regarding net
cash used in investing activities and net cash used in financing
activities.
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Net cash provided by
operating activities $ 23,257 $ 25,591 $ 24,255
Payments for property
and equipment (13,115) (12,898) (13,510)
Free cash flow $ 10,142 $ 12,693 $ 10,745
Net cash used in
investing activities (1) $(12,298) $(12,611) $(16,609)
Net cash used in
financing activities (11,017) (11,972) (8,458)
(1) “Net cash used in investing activities” includes payments
for property and
equipment, which is also included in our computation of free
cash flow.
Walmart 2014 Annual Report 2322 Walmart 2014 Annual
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Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
Consolidated Results of Operations
(Amounts in millions,
Fiscal Years Ended January 31,
except unit counts) 2014 2013 2012
Total revenues $476,294 $468,651 $446,509
Percentage change in
total revenues from
previous fiscal year 1.6% 5.0% 6.0%
Net sales $473,076 $465,604 $443,416
Percentage change in
net sales from
previous fiscal year 1.6% 5.0% 5.9%
Total U.S. calendar comparable
store and club sales (0.5)% 2.4% 1.6%
Gross profit margin as a
percentage of net sales 24.3% 24.3% 24.5%
Operating income $ 26,872 $ 27,725 $ 26,491
Operating income as a
percentage of net sales 5.7% 6.0% 6.0%
Income from continuing
operations $ 16,551 $ 17,704 $ 16,408
Unit counts at period end 10,942 10,408 9,766
Retail square feet at period end 1,101 1,070 1,035
Our total revenues, which are mostly comprised of net sales, but
also
include membership and other income, increased 1.6% and 5.0%
for fiscal
2014 and 2013, respectively, when compared to the previous
fiscal year.
The increase in total revenues was primarily a result of
increases in our
net sales, which also increased 1.6% and 5.0% for fiscal 2014
and 2013,
respectively. The increase in net sales for fiscal 2014 was
primarily due to
3.1% year-over-year growth in retail square feet, higher e-
commerce sales,
the impact of fiscal 2013 acquisitions, which accounted for
$730 million
of the net sales increase, and positive comparable club sales at
Sam’s Club.
The positive effect of these items was partially offset by $5.1
billion of
negative impact from fluctuations in currency exchange rates
and
decreases in comparable store sales at Walmart U.S. and in a
number of
our international operations. The increase in net sales for fiscal
2013 was
due to 3.3% growth in retail square feet and positive
comparable store
and club sales. Additionally, net sales from acquisitions,
through their
respective anniversary dates, accounted for $4.0 billion of the
increase in
net sales. The increase in net sales for fiscal 2013 was partially
offset by
$4.5 billion of negative impact from fluctuations in currency
exchange
rates. Increases in membership and other income of 5.6%,
primarily due
to higher membership and other income at Sam’s Club, also
contributed
to the increase in total revenues for fiscal 2014 and 2013.
Our gross profit rate decreased 3 basis points for fiscal 2014,
when
compared to the previous fiscal year, primarily due to our
ongoing
investment in price, as well as merchandise mix. For fiscal
2013, gross
profit rate decreased 12 basis points, when compared to the
previous
fiscal year, primarily due to the Walmart U.S. segment’s
strategic focus
on price investment and low price leadership.
For fiscal 2014, we did not meet our objective of growing
operating
expenses at a slower rate than net sales as operating expenses as
a
percentage of net sales increased 27 basis points. Overall,
lower than
anticipated net sales, higher investment in key areas, such as
global
leverage and e-commerce initiatives, and nearly $1.0 billion of
increased
expenses for various matters described in the Walmart
International
segment discussion, were the primary cause for the increase in
operating
expenses as a percentage of net sales. Additional expenses
related to the
FCPA inquiries and investigations, as well as our global
compliance pro-
gram and related organizational enhancements also contributed
to the
increase in operating expenses as a percentage of net sales. The
negative
leverage impact of these items was partially offset by lower
incentive
expenses for fiscal 2014. For fiscal 2013, we met our objective
of growing
operating expenses at a slower rate than net sales as operating
expenses
as a percentage of net sales decreased 14 basis points. The
fiscal 2013
decrease in operating expenses as a percentage of net sales was
primarily
due to productivity improvements and expense management.
For fiscal 2014, we did not meet our objective of growing
operating
income at a faster rate than net sales as operating income
decreased
3.1% while net sales increased 1.6%, when compared to the
previous
fiscal year. This was primarily due to the factors we discussed
for not
leveraging operating expenses, partially offset by increases in
member-
ship and other income. For fiscal 2013, we also did not meet our
objective of growing operating income at a faster rate than net
sales as
operating income increased 4.7% while net sales increased
5.0%, when
compared to the previous fiscal year. The primary causes for
operating
income growing slower than net sales in fiscal 2013 were
investments in
e-commerce initiatives, increased expenses related to the FCPA
inquiries
and investigations, as well as our global compliance program
and related
organizational enhancements, and investments in price, which
reduced
gross margin.
Our effective income tax rates were 32.9%, 31.0% and 32.6%
for fiscal 2014,
2013 and 2012, respectively. The reconciliation from the U.S.
statutory
rate to the effective income tax rates for fiscal 2014, 2013 and
2012 is
presented in Note 9 in the “Notes to Consolidated Financial
Statements.”
Our effective income tax rate for fiscal 2014 was higher than in
fiscal 2013
primarily due to the tax impacts attributable to repatriated
international
earnings during fiscal 2014. Our fiscal 2013 effective income
tax rate was
lower than in fiscal 2012 primarily because the fiscal 2013 rate
benefited
from a number of discrete tax items, including the positive
impact from
fiscal 2013 legislative changes arising at the end of the fiscal
2012 year,
most notably the American Taxpayer Relief Act of 2012. Our
effective
income tax rate may fluctuate from period to period as a result
of factors
including changes in our assessment of certain tax
contingencies,
increases or decreases in valuation allowances, changes in tax
law,
outcomes of administrative audits, the impact of discrete items
and the
mix of earnings among our U.S. and international operations
where
the statutory rates are generally lower than the U.S. statutory
rate.
As a result of the factors discussed above, we reported $16.6
billion,
$17.7 billion and $16.4 billion of consolidated income from
continuing
operations for fiscal 2014, 2013 and 2012, respectively, a
decrease of
$1.1 billion for fiscal 2014 and an increase of $1.3 billion for
fiscal 2013,
when compared to the previous fiscal year. Diluted income per
common
share from continuing operations attributable to Walmart
(“EPS”) was
$4.85, $5.01 and $4.53 for fiscal 2014, 2013 and 2012,
respectively.
Walmart 2014 Annual Report 2524 Walmart 2014 Annual
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Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Walmart U.S. Segment
(Amounts in millions,
Fiscal Years Ended January 31,
except unit counts) 2014 2013 2012
Net sales $279,406 $274,433 $264,186
Percentage change from
previous fiscal year 1.8% 3.9% 1.5%
Calendar comparable
store sales (0.6)% 2.0% 0.3%
Operating income $ 22,351 $ 21,491 $ 20,381
Operating income as a
percentage of net sales 8.0% 7.8% 7.7%
Unit counts at period end 4,203 4,005 3,868
Retail square feet at
period end 659 641 627
Net sales for the Walmart U.S. segment increased 1.8% and
3.9% for fiscal
2014 and 2013, respectively, when compared to the previous
fiscal year.
For fiscal 2014, the increase in net sales was due to year-over-
year growth
in retail square feet of 2.9%, partially offset by a decline in
comparable
store sales of (0.6)%. Our comparable store sales were
negatively impacted
by lower consumer spending primarily due to the slow recovery
in
general economic conditions, the 2% increase in the 2013
payroll tax
rate, and the reduction in government food benefits and severe
winter
storms that occurred in the fourth quarter. For fiscal 2013, the
increase in
net sales was due to a 2.0% increase in comparable store sales
as a result
of higher average ticket and an increase in customer traffic,
combined
with a 2.2% increase in retail square feet.
The fiscal 2014 gross profit rate declined slightly when
compared to
the previous fiscal year primarily due to our commitment to low
price
leadership, especially during fiscal 2014’s highly competitive
holiday
sales season, partially offset by cost of goods savings initiatives
and
supply chain productivity. Gross profit rate declined 16 basis
points for
fiscal 2013, when compared to the previous fiscal year,
primarily due
to our strategic focus on price investment and low price
leadership.
Walmart U.S. leveraged operating expenses for fiscal 2014 and
2013,
as operating expenses as a percentage of segment net sales
declined
18 and 27 basis points, respectively, compared to the previous
fiscal
year. The decrease in operating expenses as a percentage of
segment
net sales was driven by productivity initiatives in both years, as
well
as lower incentive expenses in fiscal 2014.
As a result of the factors discussed above, segment operating
income
was $22.4 billion, $21.5 billion and $20.4 billion during fiscal
2014, 2013
and 2012, respectively, and Walmart U.S. grew operating
income faster
than sales during fiscal 2014 and 2013.
Walmart International Segment
(Amounts in millions,
Fiscal Years Ended January 31,
except unit counts) 2014 2013 2012
Net sales $136,513 $134,748 $125,435
Percentage change from
previous fiscal year 1.3% 7.4% 15.3%
Operating income $ 5,454 $ 6,617 $ 6,113
Operating income as
a percentage of net sales 4.0% 4.9% 4.9%
Unit counts at period end 6,107 5,783 5,287
Retail square feet at period end 358 346 326
Net sales for the Walmart International segment increased 1.3%
and 7.4%
for fiscal 2014 and 2013, respectively, when compared to the
previous
fiscal year. For fiscal 2014, the increase in net sales was due to
year-over-
year growth in retail square feet of 3.6% and the impact of
fiscal 2013
acquisitions, which accounted for $730 million of the net sales
increase.
In addition, higher e-commerce sales in each country with e-
commerce
operations, particularly in the United Kingdom, Brazil and
China,
contributed to the increase in net sales. The increase in net
sales was
partially offset by $5.1 billion of negative impact from
fluctuations in
currency exchange rates. For fiscal 2013, the increase in net
sales was
due to year-over-year growth in retail square feet of 5.9% and
positive
comparable sales. In addition, net sales from fiscal 2012
acquisitions
accounted for $4.0 billion of the increase in net sales. The
increase in
net sales was partially offset by $4.5 billion of negative impact
from
fluctuations in currency exchange rates.
Gross profit rate decreased 10 basis points for fiscal 2014 and
was flat for
fiscal 2013, when compared to the previous fiscal year. The
fiscal 2014
decrease in gross profit rate was primarily due to price
investments in
certain countries, including Brazil, Canada and Mexico.
Walmart International did not leverage operating expenses for
fiscal 2014
as operating expenses as a percentage of segment net sales
increased
80 basis points, when compared to the previous fiscal year.
Operating
expenses as a percentage of segment net sales were impacted by
lower
than anticipated net sales, increased wages and strategic
investments,
including investments in e-commerce initiatives. In addition, we
incurred
nearly $1.0 billion of aggregated expenses for the following
matters that
contributed to the increase in our operating expenses as a
percentage
of segment net sales:
• Charges for contingencies for non-income taxes and
employment
claims in Brazil;
• Charges for the closure of 29 units in China and 25 units in
Brazil due
to poor performance;
• Store lease expenses in China and Mexico to correct a
historical
accounting practice that did not conform to our global
accounting
policies; and
• Expenses for the termination of the joint venture, franchise
and
supply agreements related to our former partner’s retail store
operations
in India.
Walmart 2014 Annual Report 2524 Walmart 2014 Annual
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Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Operating expenses as a percentage of segment net sales
decreased
22 basis points in fiscal 2013, when compared to the previous
fiscal year.
Walmart International leveraged operating expenses in fiscal
2013 pri-
marily due to expense management. While each country is
focused on
leveraging operating expenses, the countries that generated the
most
leverage included Brazil, Chile and the United Kingdom in
fiscal 2013.
As a result of the factors discussed above, segment operating
income
was $5.5 billion, $6.6 billion and $6.1 billion for fiscal 2014,
2013 and 2012,
respectively. Fluctuations in currency exchange rates negatively
impacted operating income $26 million and $111 million in
fiscal 2014
and fiscal 2013, respectively, and positively impacted operating
income
$105 million in fiscal 2012. Walmart International did not grow
operating
income faster than net sales in fiscal 2014, but grew operating
income
faster than net sales in fiscal 2013.
Sam’s Club Segment
We believe the information in the following table under the
caption
“Excluding Fuel” is useful to investors because it permits
investors to
understand the effect of the Sam’s Club segment’s fuel sales on
its
results of operations, which are impacted by the volatility of
fuel prices.
Volatility in fuel prices may continue to impact the operating
results
of the Sam’s Club segment in the future.
(Amounts in millions,
Fiscal Years Ended January 31,
except unit counts) 2014 2013 2012
Including Fuel
Net sales $57,157 $56,423 $53,795
Percentage change from
comparable period 1.3% 4.9% 8.8%
Calendar comparable
club sales increase 0.3% 4.1% 8.4%
Operating income $ 1,975 $ 1,960 $ 1,844
Operating income as
a percentage of net sales 3.5% 3.5% 3.4%
Unit counts at period end 632 620 611
Retail square feet at period end 84 83 82
Excluding Fuel
Net sales $50,574 $49,789 $47,616
Percentage change from
previous fiscal year 1.6% 4.6% 5.4%
Operating income $ 1,949 $ 1,913 $ 1,805
Operating income as
a percentage of net sales 3.9% 3.8% 3.8%
Net sales for the Sam’s Club segment increased 1.3% and 4.9%
for fiscal
2014 and 2013, respectively, when compared to the previous
fiscal year.
The fiscal 2014 increase in net sales was due to year-over-year
growth in
retail square feet of 2.1%, driven by the addition of 12 new
clubs, as well
as positive comparable club sales of 0.3%. Our positive
comparable
club sales were the result of increased member traffic primarily
coming
from our Savings Members, partially offset by severe winter
storms that
occurred in the fourth quarter. The net sales increase in fiscal
2013 was
primarily due to positive comparable club sales, driven by an
increase
in customer traffic and average ticket. The addition of nine new
clubs
in fiscal 2013 also helped increase net sales.
Gross profit rate was flat for fiscal 2014 and 2013, when
compared to the
previous fiscal year. For fiscal 2014, our gross profit was
negatively impacted
by $39 million from an adjustment to our product warranty
liabilities,
which was offset by a favorable impact from merchandise mix.
Membership and other income increased 14.1% and 3.0% for
fiscal
2014 and 2013, respectively, when compared to the previous
fiscal year.
The fiscal 2014 increase was primarily due to the improved
contract terms
relating to the profit sharing arrangement with our credit card
provider,
increased membership fees that were introduced on May 15,
2013,
$24 million of income from the sale of two real estate properties
and
an increase in members from the opening of 12 new clubs. The
fiscal
2013 increase was primarily due to an increase in total members
aided
by the opening of nine new clubs.
Sam’s Club did not leverage expenses for fiscal 2014 as
operating
expenses as a percentage of segment net sales increased 26
basis points,
when compared to the previous fiscal year. The increase in
operating
expenses as a percentage of segment net sales was primarily due
to a
$59 million charge for the implementation of a new in-club
staffing
structure and the pending closure of one club, as well as a state
excise
tax refund credit we received in the previous fiscal year. Sam’s
Club
leveraged expenses for fiscal 2013 as operating expenses as a
percentage
of segment net sales decreased 9 basis points, when compared to
the
previous fiscal year. The fiscal 2013 decrease was due to
improved wage
management, a state excise tax refund credit we received and
lower
expenses in connection with club remodels.
As a result of the factors discussed above, operating income was
$2.0 billion, $2.0 billion and $1.8 billion for fiscal 2014, 2013
and 2012,
respectively. Sam’s Club did not grow operating income faster
than
net sales in fiscal 2014, but did grow operating income faster
than sales
in fiscal 2013.
Liquidity and Capital Resources
Liquidity
Cash flows provided by operating activities have historically
supplied us
with a significant source of liquidity. We use these cash flows,
supple-
mented with long-term debt and short-term borrowings, to fund
our
operations and global expansion activities. Generally, some or
all of the
remaining available cash flow funds all or part of the dividends
on our
common stock and share repurchases.
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Net cash provided by
operating activities $ 23,257 $ 25,591 $ 24,255
Payments for property
and equipment (13,115) (12,898) (13,510)
Free cash flow $ 10,142 $ 12,693 $ 10,745
Net cash used in
investing activities (1) $(12,298) $(12,611) $(16,609)
Net cash used in
financing activities (11,017) (11,972) (8,458)
(1) “Net cash used in investing activities” includes payments
for property and equipment,
which is also included in our computation of free cash flow.
Walmart 2014 Annual Report 2726 Walmart 2014 Annual
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Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Cash Flows Provided by Operating Activities
Cash flows provided by operating activities were $23.3 billion,
$25.6 billion
and $24.3 billion for fiscal 2014, 2013 and 2012, respectively.
The decrease
in cash flows provided by operating activities for fiscal 2014,
when
compared to the previous fiscal year, was primarily due to the
timing of
income tax payments, as well as lower income from continuing
operations.
The increase in cash flows provided by operating activities in
fiscal 2013,
when compared to the previous fiscal year, was primarily due to
higher
income for continuing operations.
Cash Equivalents and Working Capital
Cash and cash equivalents were $7.3 billion and $7.8 billion at
January 31,
2014 and 2013, respectively. Our working capital deficits were
$8.2 billion
and $11.9 billion at January 31, 2014 and 2013, respectively.
The decrease
in our working capital deficit was primarily attributable to a
decrease in
long-term debt due within one year and an increase in our
inventory
levels due to lower than anticipated sales across the Company.
Timing
differences also contributed to the decrease in our working
capital
deficit. We generally operate with a working capital deficit due
to our
efficient use of cash in funding operations and in providing
returns to
our shareholders in the form of share repurchases and payments
of
cash dividends.
We employ financing strategies (e.g., global funding structures)
in an
effort to ensure cash can be made available in the country in
which it is
needed with the minimum cost possible. We do not believe it
will be
necessary to repatriate cash and cash equivalents held outside of
the U.S.
and anticipate our domestic liquidity needs will be met through
other
funding sources (ongoing cash flows generated from operations,
external
borrowings or both). Accordingly, we intend, with only certain
exceptions,
to continue to indefinitely reinvest our cash and cash
equivalents held
outside of the U.S. in our foreign operations. When the income
earned
(either from operations or through global funding structures)
and indefi-
nitely reinvested outside of the U.S. is taxed at local country
tax rates, which
are generally lower than the U.S. statutory rate, we realize an
effective tax
rate benefit. If our intentions with respect to reinvestment were
to change,
most of the amounts held within our foreign operations could be
repatri-
ated to the U.S., although any repatriation under current U.S.
tax laws
would be subject to U.S. federal income taxes, less applicable
foreign tax
credits. As of January 31, 2014 and 2013, cash and cash
equivalents of
approximately $1.9 billion may not be freely transferable to the
U.S. due
to local laws or other restrictions. We do not expect local laws,
other
limitations or potential taxes on anticipated future repatriations
of cash
amounts held outside of the U.S. to have a material effect on
our overall
liquidity, financial condition or results of operations.
Cash Flows Used in Investing Activities
Cash flows used in investing activities generally consist of
payments
for property and equipment and investments and business
acquisitions.
Payments for property and equipment were $13.1 billion, $12.9
billion
and $13.5 billion for fiscal 2014, 2013 and 2012, respectively.
The fiscal
2014 increase was primarily for additional Neighborhood
Markets and
other small formats in the Walmart U.S. segment. The fiscal
2013 decrease
was primarily the result of lowering the average cost for
remodels.
Payments for investments and business acquisitions, net of cash
acquired, were $15 million, $316 million and $3.5 billion for
fiscal 2014,
2013 and 2012, respectively.
Pending Transaction
As discussed in Note 13 to our Consolidated Financial
Statements,
we currently anticipate completing the following transaction
that will
impact our future cash flows from investing activities:
Vips Restaurant Business in Mexico
In September 2013, Wal-Mart de México, S.A.B. de C.V.
(“Walmex”),
a majority-owned subsidiary of the Company, entered into a
definitive agreement with Alsea S.A.B. de C.V. to dispose of
Walmex’s
Vips restaurant business (“Vips”) in Mexico for approximately
$625 million. Accordingly, the Vips operating results are
presented
as discontinued operations in the Company’s Consolidated
Statements of Income for fiscal 2014, 2013 and 2012.
Additionally,
the Vips assets and liabilities to be disposed of are reported
separately in the Company’s Consolidated Balance Sheets as of
January 31, 2014. The Vips sale is subject to approval by
Mexican
regulatory authorities and is currently expected to close during
the first half of fiscal 2015. Upon completion of this
transaction,
the Company expects to record a net gain, which will be
recorded
in discontinued operations in the Company’s Consolidated
Statements of Income.
Global Expansion Activities
In addition to our growth in retail square feet discussed
throughout the
“Results of Operations” discussion, we expanded in e-commerce
in each of
our segments during fiscal 2014, with Walmart U.S. and Sam’s
Club focused
on the e-commerce market in the U.S. and Walmart
International focused
on the e-commerce markets in countries outside of the U.S.,
primarily the
United Kingdom, China and Brazil. Some of our fiscal 2014 e-
commerce
accomplishments included developing a new recommendation
engine
to further personalize search, improving the mobile shopping
experience,
accelerating the deployment of our global technology platform
and
increasing assortment offered on our websites. Each of these
accom-
plishments further supports the operations of our segments.
Our fiscal 2015 global expansion plans include continuing to
grow our
retail square feet, which will include a significant increase in
the number
of Neighborhood Markets and other small stores. In addition,
we plan to
continue to expand our e-commerce capabilities. We anticipate
financing
our global expansion activities through cash flows provided by
operating
activities and future debt financings. The following table
provides our
estimated range for fiscal 2015 capital expenditures, as well as
our
estimated range for growth in retail square feet. Our anticipated
e-commerce capital expenditures are included in our estimated
range
for fiscal 2015 capital expenditures. The amounts in the table do
not
include capital expenditures or growth in retail square feet from
any
pending or future acquisitions.
Fiscal 2015 Fiscal 2015
Projected Capital Projected Growth in
Expenditures Retail Square Feet
(in billions) (in thousands)
Walmart U.S. $ 6.4 to $ 6.9 21,000 to 23,000
Walmart International 4.0 to 4.5 12,000 to 14,000
Sam’s Club 1.0 to 1.0 2,000 to 2,000
Corporate and support 1.0 to 1.0 — to —
Total $12.4 to $13.4 35,000 to 39,000
Walmart 2014 Annual Report 2726 Walmart 2014 Annual
Report
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
The following table represents the allocation of our capital
expenditures
for property and equipment:
Allocation of Capital Expenditures
(Amounts in millions) Fiscal Years Ending January 31,
Capital Expenditures 2014 2013
New stores and clubs, including
expansions and relocations $ 5,083 $ 4,340
Information systems, distribution,
e-commerce and other 2,539 2,922
Remodels 1,030 995
Total U.S. 8,652 8,257
Walmart International 4,463 4,641
Total capital expenditures $13,115 $12,898
Cash Flows Used in Financing Activities
Cash flows used in financing activities generally consist of
transactions
related to our short-term and long-term debt, as well as
dividends paid
and the repurchase of Company stock. Transactions with
noncontrolling
interest shareholders are also classified as cash flows from
financing activities.
Short-term Borrowings
Short-term borrowings increased $911 million for fiscal 2014,
compared
to an increase of $2.8 billion for the previous fiscal year.
Favorable interest
rates available to us have allowed us to continue to utilize the
liquidity
under our short-term borrowing programs to provide funding
used for our
operations, dividend payments, share repurchases, capital
expenditures
and for other cash requirements and corporate purposes as
needed.
Long-term Debt
Information on significant long-term debt issued during fiscal
2014,
is as follows:
(Amounts in millions) Maturity Interest Principal
Issue Date Date Rate Amount
April 11, 2013 April 11, 2016 0.600% $1,000
April 11, 2013 April 11, 2018 1.125% 1,250
April 11, 2013 April 11, 2023 2.550% 1,750
April 11, 2013 April 11, 2043 4.000% 1,000
October 2, 2013 December 15, 2018 1.950% 1,000
October 2, 2013 October 2, 2043 4.750% 750
Total $6,750
The aggregate net proceeds from these long-term debt issuances
were
approximately $6.7 billion, which were used to pay down and
refinance
existing debt and for other general corporate purposes. We also
received
additional aggregate net proceeds of approximately $0.4 billion
from
other, smaller long-term debt issuances in several of our
international
operations, which were used primarily to refinance existing
debt.
Dividends
Our total dividend payments were $6.1 billion, $5.4 billion, and
$5.0 billion
for fiscal 2014, 2013 and 2012, respectively. On February 20,
2014, the Board
of Directors approved the fiscal 2015 annual dividend at $1.92
per share,
an increase compared to the fiscal 2014 dividend of $1.88 per
share. For
fiscal 2015, the annual dividend will be paid in four quarterly
installments
of $0.48 per share, according to the following record and
payable dates:
Record Date Payable Date
March 11, 2014 April 1, 2014
May 9, 2014 June 2, 2014
August 8, 2014 September 3, 2014
December 5, 2014 January 5, 2015
Company Share Repurchase Program
From time to time, the Company repurchases shares of its
common stock
under share repurchase programs authorized by the Board of
Directors.
On June 6, 2013, the Company’s Board of Directors replaced
the previous
$15.0 billion share repurchase program, which had
approximately
$712 million of remaining authorization for share repurchases
as of that
date, with a new $15.0 billion share repurchase program, which
was
announced on June 7, 2013. As was the case with the replaced
share
repurchase program, the current share repurchase program has
no
expiration date or other restrictions limiting the period over
which the
Company can make share repurchases. At January 31, 2014,
authorization
for $11.3 billion of share repurchases remained under the
current share
repurchase program. Any repurchased shares are constructively
retired
and returned to an unissued status.
The Company considers several factors in determining when to
execute
share repurchases, including, among other things, current cash
needs,
capacity for leverage, cost of borrowings and the market price
of its
common stock. The following table provides, on a settlement
date basis,
the number of shares repurchased, average price paid per share
and
total cash paid for share repurchases for fiscal 2014, 2013 and
2012:
(Amounts in millions,
Fiscal Years Ended January 31,
except per share data) 2014 2013 2012
Total number of shares repurchased 89.1 113.2 115.3
Average price paid per share $74.99 $67.15 $54.64
Total cash paid for share repurchases $6,683 $7,600 $6,298
Walmart 2014 Annual Report 2928 Walmart 2014 Annual
Report
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Transactions with Noncontrolling Interest Holders
As discussed in Note 13 to our Consolidated Financial
Statements, we
have completed or anticipate completing the following
transactions
with noncontrolling interest shareholders that have impacted our
cash
flows from financing activities or that will impact our cash
flows from
financing activities in the future:
India Operations
During fiscal 2014, the Company acquired, for $100 million,
the
remaining ownership interest in Bharti Walmart Private
Limited,
previously a joint venture between Bharti Ventures Limited
(“Bharti”)
and the Company established in 2007, which operated the
Company’s
wholesale cash & carry business in India. Upon completion of
the
transaction, the Company became the sole owner of the cash &
carry business in India. In addition, the Company also
terminated
its joint venture, franchise and supply agreements with Bharti
Retail
Limited (“Bharti Retail”), which operates Bharti’s retail
business in
India, and transferred its investment in that business to Bharti.
In
connection with the agreements related to the Bharti retail
business,
the Company paid and forgave indebtedness of approximately
$234 million. The amounts paid to complete these transactions
are
included in the other investing and other financing categories in
the
Company’s Consolidated Statements of Cash Flows for fiscal
2014.
Walmart Chile
In September 2013, certain redeemable noncontrolling interest
shareholders exercised put options that required the Company to
purchase a portion of their shares in Walmart Chile at the
mutually
agreed upon redemption value to be determined after exercise of
the put options. In fiscal 2014, the Company recorded an
increase to
redeemable noncontrolling interest of $1.0 billion, with a
correspond-
ing decrease to capital in excess of par value, to reflect the
estimated
redemption value of the redeemable noncontrolling interest at
$1.5 billion. Subsequent to the initial exercise, the Company
negotiated
with the redeemable noncontrolling interest shareholders to
acquire
all of their redeemable noncontrolling interest shares. The
Company
completed this transaction in February 2014, after period end,
using
its existing cash and bringing its ownership interest in Walmart
Chile
to approximately 99.7 percent. The Company has since initiated
a
tender offer for the remaining 0.3 percent noncontrolling
interest
held by the public in Chile at the same value per share as was
paid
to the redeemable noncontrolling interest shareholders. The
tender
offer will expire in the first quarter of fiscal 2015.
Capital Resources
We believe cash flows from continuing operations, our current
cash
position and access to debt and capital markets will continue to
be
sufficient to meet our anticipated operating cash needs,
including
seasonal buildups in merchandise inventories, and complete our
capital
expenditures, dividend payments and share repurchases.
We have strong commercial and long-term debt ratings that
have
enabled and should continue to enable us to refinance our debt
as it
becomes due at favorable rates in debt capital markets. At
January 31,
2014, the ratings assigned to our commercial paper and rated
series
of our outstanding long-term debt were as follows:
Rating agency Commercial paper Long-term debt
Standard & Poor’s A-1+ AA
Moody’s Investors Service P-1 Aa2
Fitch Ratings F1+ AA
Credit rating agencies review their ratings periodically and,
therefore, the
credit ratings assigned to us by each agency may be subject to
revision
at any time. Accordingly, we are not able to predict whether our
current
credit ratings will remain consistent over time. Factors that
could affect
our credit ratings include changes in our operating performance,
the
general economic environment, conditions in the retail industry,
our
financial position, including our total debt and capitalization,
and
changes in our business strategy. Any downgrade of our credit
ratings
by a credit rating agency could increase our future borrowing
costs or
impair our ability to access capital and credit markets on terms
com-
mercially acceptable to us. In addition, any downgrade of our
current
short-term credit ratings could impair our ability to access the
commercial
paper markets with the same flexibility that we have
experienced
historically, potentially requiring us to rely more heavily on
more expensive
types of debt financing. The credit rating agency ratings are not
recommendations to buy, sell or hold our commercial paper or
debt
securities. Each rating may be subject to revision or withdrawal
at any
time by the assigning rating organization and should be
evaluated
independently of any other rating. Moreover, each credit rating
is specific
to the security to which it applies.
To monitor our credit rating and our capacity for long-term
financing,
we consider various qualitative and quantitative factors. We
monitor the
ratio of our debt-to-total capitalization as support for our long-
term
financing decisions. At January 31, 2014 and 2013, the ratio of
our debt-
to-total capitalization was 42.6% and 41.5%, respectively. For
the purpose
of this calculation, debt is defined as the sum of short-term
borrowings,
long-term debt due within one year, obligations under capital
leases
due within one year, long-term debt and long-term obligations
under
capital leases. Total capitalization is defined as debt plus total
Walmart
shareholders’ equity. The increase in our debt-to-total
capitalization
ratio was primarily driven by changes in working capital and
higher
long-term debt balances.
Walmart 2014 Annual Report 2928 Walmart 2014 Annual
Report
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Contractual Obligations and Other Commercial Commitments
The following table sets forth certain information concerning
our obligations and commitments to make contractual future
payments, such as debt
and lease agreements, and certain contingent commitments:
Payments Due During Fiscal Years Ending January 31,
(Amounts in millions) Total 2015 2016-2017 2018-2019
Thereafter
Recorded contractual obligations:
Long-term debt (1) $ 45,874 $ 4,103 $ 6,876 $ 4,638 $30,257
Short-term borrowings 7,670 7,670 — — —
Capital lease obligations (2) 6,291 586 1,077 917 3,711
Unrecorded contractual obligations:
Non-cancelable operating leases 17,170 1,734 3,094 2,506
9,836
Estimated interest on long-term debt 34,034 1,921 3,692 3,459
24,962
Trade letters of credit 2,843 2,843 — — —
Purchase obligations 5,032 4,383 621 20 8
Total commercial commitments $118,914 $23,240 $15,360
$11,540 $68,774
(1) “Long-term debt” includes the fair value of our derivatives
classified as fair value hedges.
(2) “Capital lease obligations” includes executory costs and
imputed interest related to capital lease obligations that are not
yet recorded. Refer to Note 11 for more information.
Additionally, the Company has approximately $15.4 billion in
undrawn
lines of credit and standby letter of credit facilities which, if
drawn upon,
would be included in the liabilities section of the Company’s
Consolidated
Balance Sheets.
Estimated interest payments are based on our principal amounts
and expected maturities of all debt outstanding at January 31,
2014,
and management’s forecasted market rates for our variable rate
debt.
Purchase obligations include legally binding contracts such as
firm
commitments for inventory and utility purchases, as well as
commitments
to make capital expenditures, software acquisition and license
commit-
ments and legally binding service contracts. Purchase orders for
inventory
and other services are not included in the table above. Purchase
orders
represent authorizations to purchase rather than binding
agreements.
For the purposes of this table, contractual obligations for the
purchase of
goods or services are defined as agreements that are enforceable
and
legally binding and that specify all significant terms, including:
fixed or
minimum quantities to be purchased; fixed, minimum or
variable price
provisions; and the approximate timing of the transaction. Our
purchase
orders are based on our current inventory needs and are fulfilled
by our
suppliers within short time periods. We also enter into contracts
for
outsourced services; however, the obligations under these
contracts are
not significant and the contracts generally contain clauses
allowing for
cancellation without significant penalty.
The expected timing for payment of the obligations discussed
above is
estimated based on current information. Timing of payments
and actual
amounts paid with respect to some unrecorded contractual
commit-
ments may be different depending on the timing of receipt of
goods or
services or changes to agreed-upon amounts for some
obligations.
In addition to the amounts shown in the table above, $763
million
of unrecognized tax benefits are considered uncertain tax
positions and
have been recorded as liabilities. The timing of the payment, if
any,
associated with these liabilities is uncertain. Refer to Note 9 in
the
“Notes to Consolidated Financial Statements” for additional
discussion
of unrecognized tax benefits.
Off Balance Sheet Arrangements
In addition to the unrecorded contractual obligations presented
above, we have entered into certain arrangements, as discussed
below,
for which the timing of payment, if any, is unknown.
The Company has future lease commitments for land and
buildings
for approximately 317 future locations. These lease
commitments have
lease terms ranging from 4 to 40 years and provide for certain
minimum
rentals. If executed, payments under operating leases would
increase
by $49 million for fiscal 2015, based on current estimates.
In connection with certain long-term debt issuances, we could
be liable
for early termination payments if certain unlikely events were to
occur.
At January 31, 2014, the aggregate termination payment would
have
been $74 million. The arrangement pursuant to which this
payment
could be made will expire in fiscal 2019.
Market Risk
In addition to the risks inherent in our operations, we are
exposed to
certain market risks, including changes in interest rates and
fluctuations
in currency exchange rates.
The analysis presented below for each of our market risk
sensitive
instruments is based on a hypothetical scenario used to calibrate
potential
risk and does not represent our view of future market changes.
The effect
of a change in a particular assumption is calculated without
adjusting any
other assumption. In reality, however, a change in one factor
could cause
a change in another, which may magnify or negate other
sensitivities.
Walmart 2014 Annual Report 3130 Walmart 2014 Annual
Report
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Interest Rate Risk
We are exposed to changes in interest rates as a result of our
short-term borrowings and long-term debt issuances. We hedge
a portion of our interest
rate risk by managing the mix of fixed and variable rate debt.
We also enter into interest rate swaps and for fiscal 2014, the
net fair value of our derivatives
increased approximately $107 million primarily due to
fluctuations in market interest rates, which helped reduce the
Company’s overall exposure to
interest rate risk.
The table below provides information about our financial
instruments that are sensitive to changes in interest rates. For
debt obligations, the table
represents the principal cash flows and related weighted-
average interest rates by expected maturity dates. For interest
rate swaps, including forward
starting interest rate swaps, the table represents the contractual
cash flows and weighted-average interest rates by the
contractual maturity date,
unless otherwise noted. The notional amounts are used to
calculate contractual cash flows to be exchanged under the
contracts. The weighted-average
variable rates are based upon prevailing market rates at January
31, 2014.
Expected Maturity Date
(Amounts in millions) Fiscal 2015 Fiscal 2016 Fiscal 2017
Fiscal 2018 Fiscal 2019 Thereafter Total
Liabilities
Short-term borrowings:
Variable rate $7,670 $ — $ — $ — $ — $ — $ 7,670
Weighted-average interest rate 0.1% —% —% —% —% —%
0.1%
Long-term debt (1):
Fixed rate $3,309 $4,084 $2,000 $1,000 $3,500 $30,223
$44,116
Weighted-average interest rate 2.3% 2.4% 1.7% 5.4% 3.0%
5.1% 4.3%
Variable rate $665 $ 292 $ — $ — $ — $ — $ 957
Weighted-average interest rate 4.3% 0.6% —% —% —% —%
3.2%
Interest rate derivatives
Interest rate swaps:
Variable to fixed (2) $2,665 $ 292 $ — $ — $ — $ — $
2,957
Weighted-average pay rate 2.7% 0.9% —% —% —% —%
2.5%
Weighted-average receive rate 0.3% 0.6% —% —% —% —%
0.3%
Fixed to variable $1,000 $ — $ — $ — $ — $ — $ 1,000
Weighted-average pay rate 0.3% —% —% —% —% —% 0.3%
Weighted-average receive rate 3.1% —% —% —% —% —%
3.1%
(1) The long-term debt amounts in the table exclude the
Company’s derivatives classified as fair value hedges.
(2) Forward starting interest rate swaps have been included in
the fiscal 2015 maturity category based on when the related
hedged forecasted debt issuances, and corresponding
swap terminations, are expected to occur.
As of January 31, 2014, our variable rate borrowings, including
the effect
of our commercial paper and interest rate swaps, represented
18% of
our total short-term and long-term debt. Based on January 31,
2014 debt
levels, a 100 basis point change in prevailing market rates
would cause
our annual interest costs to change by approximately $78
million.
Foreign Currency Risk
We are exposed to fluctuations in foreign currency exchange
rates as a
result of our net investments and operations in countries other
than the
United States. For fiscal 2014, movements in currency exchange
rates
and the related impact on the translation of the balance sheets of
the
Company’s subsidiaries in Japan, Canada, Brazil and Africa
were the pri-
mary cause of a $2.8 billion net loss in the currency translation
and other
category of accumulated other comprehensive income (loss). We
hedge
a portion of our foreign currency risk by entering into currency
swaps
and designating certain foreign-currency-denominated long-term
debt
as net investment hedges.
We hold currency swaps to hedge the currency exchange
component
of our net investments and also to hedge the currency exchange
rate
fluctuation exposure associated with the forecasted payments of
princi-
pal and interest of non-U.S. denominated debt. The aggregate
fair value
of these swaps was in an asset position of $550 million and
$453 million
at January 31, 2014 and 2013, respectively. A hypothetical 10%
increase or
decrease in the currency exchange rates underlying these swaps
from
the market rate at January 31, 2014 would have resulted in a
loss or gain
in the value of the swaps of $274 million. A hypothetical 10%
change in
interest rates underlying these swaps from the market rates in
effect at
January 31, 2014 would have resulted in a loss or gain in value
of the
swaps of $7 million.
Walmart 2014 Annual Report 3130 Walmart 2014 Annual
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Management’s Discussion and Analysis of
Financial Condition and Results of Operations
In addition to currency swaps, we have designated foreign-
currency-
denominated long-term debt as nonderivative hedges of net
investments
of certain of our foreign operations. At January 31, 2014 and
2013, we had
£2.5 billion of outstanding long-term debt designated as a hedge
of our
net investment in the United Kingdom. At January 31, 2014, a
hypothetical
10% increase or decrease in the value of the U.S. dollar relative
to the
British pound would have resulted in a gain or loss in the value
of the
debt of $375 million. In addition, we had outstanding long-term
debt of
¥200 billion at January 31, 2014 and ¥275 billion at January 31,
2013, that
was designated as a hedge of our net investment in Japan. At
January 31,
2014, a hypothetical 10% increase or decrease in value of the
U.S. dollar
relative to the Japanese yen would have resulted in a gain or
loss in the
value of the debt of $177 million.
Other Matters
We discuss our existing FCPA investigation and related matters
in
the Annual Report on Form 10-K for fiscal 2014, including
certain risks
arising therefrom, in Part I, Item 1A of the Form 10-K under the
caption
“Risk Factors” and in Note 10 to our Consolidated Financial
Statements,
which is captioned “Contingencies,” under the sub-caption
“FCPA
Investigation and Related Matters.” We also discuss various
legal
proceedings related to the FCPA investigation in Item 3 of the
Form 10-K
under the caption “Item 3. Legal Proceedings,” under the sub-
caption
“II. Certain Other Proceedings.”
Summary of Critical Accounting Estimates
Management strives to report our financial results in a clear and
understandable manner, although in some cases accounting and
disclosure rules are complex and require us to use technical
terminology.
In preparing the Company’s Consolidated Financial Statements,
we fol-
low accounting principles generally accepted in the United
States. These
principles require us to make certain estimates and apply
judgments that
affect our financial position and results of operations as
reflected in our
financial statements. These judgments and estimates are based
on past
events and expectations of future outcomes. Actual results may
differ
from our estimates.
Management continually reviews our accounting policies, how
they
are applied and how they are reported and disclosed in our
financial
statements. Following is a summary of our critical accounting
estimates
and how they are applied in preparation of the financial
statements.
Inventories
We value inventories at the lower of cost or market as
determined
primarily by the retail method of accounting, using the last-in,
first-out
(“LIFO”) method for substantially all of the Walmart U.S.
segment’s
merchandise inventories. The retail method of accounting
results in
inventory being valued at the lower of cost or market since
permanent
markdowns are currently taken as a reduction of the retail value
of
inventory. The Sam’s Club segment’s merchandise is valued
based on
the weighted-average cost using the LIFO method. Inventories
for the
Walmart International segment are primarily valued by the
retail method
of accounting and are stated using the first-in, first-out
(“FIFO”) method.
Under the retail method of accounting, inventory is stated at
cost, which
is determined by applying a cost-to-retail ratio to each
merchandise
grouping’s retail value. The FIFO cost-to-retail ratio is
generally based on
the fiscal year purchase activity. The cost-to-retail ratio for
measuring any
LIFO provision is based on the initial margin of the fiscal year
purchase
activity less the impact of any permanent markdowns. The retail
method
of accounting requires management to make certain judgments
and
estimates that may significantly impact the ending inventory
valuation at
cost, as well as the amount of gross profit recognized.
Judgments made
include recording markdowns used to sell inventory and
shrinkage. When
management determines the ability to sell inventory has
diminished,
markdowns for clearance activity and the related cost impact are
recorded.
Factors considered in the determination of markdowns include
current
and anticipated demand, customer preferences and age of
merchandise,
as well as seasonal and fashion trends. Changes in weather
patterns and
customer preferences could cause material changes in the
amount and
timing of markdowns from year to year.
When necessary, we record a LIFO provision for the estimated
annual
effect of inflation, and these estimates are adjusted to actual
results
determined at year-end. Our LIFO provision is calculated based
on
inventory levels, markup rates and internally generated retail
price
indices. At January 31, 2014 and 2013, our inventories valued
at LIFO
approximated those inventories as if they were valued at FIFO.
We provide for estimated inventory losses, or shrinkage,
between
physical inventory counts on the basis of a percentage of sales.
Following
annual inventory counts, the provision is adjusted to reflect
updated
historical results.
Impairment of Assets
We evaluate long-lived assets other than goodwill and assets
with
indefinite lives for indicators of impairment whenever events
or changes
in circumstances indicate their carrying amounts may not be
recoverable.
Management’s judgments regarding the existence of impairment
indicators are based on market conditions and operational
performance,
such as operating income and cash flows. The evaluation for
long-lived
assets is performed at the lowest level of identifiable cash
flows, which is
generally at the individual store level or, in certain markets, at
the market
group level. The variability of these factors depends on a
number of
conditions, including uncertainty about future events and
changes in
demographics. Thus, our accounting estimates may change from
period
to period. These factors could cause management to conclude
that indi-
cators of impairment exist and require impairment tests be
performed,
which could result in management determining the value of
long-lived
assets is impaired, resulting in a write-down of the related long-
lived assets.
Goodwill and other indefinite-lived acquired intangible assets
are not
amortized, but are evaluated for impairment annually or
whenever
events or changes in circumstances indicate that the value of a
certain
asset may be impaired. Generally, this evaluation begins with a
qualita-
tive assessment to determine whether a quantitative impairment
test is
necessary. If we determine, after performing an assessment
based on the
Walmart 2014 Annual Report 3332 Walmart 2014 Annual
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Management’s Discussion and Analysis of
Financial Condition and Results of Operations
qualitative factors, that the fair value of the reporting unit is
more likely
than not less than the carrying amount, or that a fair value of
the reporting
unit substantially in excess of the carrying amount cannot be
assured,
then a quantitative impairment test would be performed. The
quantitative
test for impairment requires management to make judgments
relating
to future cash flows, growth rates and economic and market
conditions.
These evaluations are based on determining the fair value of a
reporting
unit or asset using a valuation method such as discounted cash
flow or
a relative, market-based approach. Historically, our reporting
units have
generated sufficient returns to recover the cost of goodwill and
other
indefinite-lived acquired intangible assets. Because of the
nature of the
factors used in these tests, if different conditions occur in future
periods,
future operating results could be materially impacted.
Income Taxes
Income taxes have a significant effect on our net earnings. We
are
subject to income taxes in the U.S. and numerous foreign
jurisdictions.
Accordingly, the determination of our provision for income
taxes requires
significant judgment, the use of estimates and the interpretation
and
application of complex tax laws. Our effective income tax rate
is affected
by many factors, including changes in our assessment of certain
tax
contingencies, increases and decreases in valuation allowances,
changes in
tax law, outcomes of administrative audits, the impact of
discrete items
and the mix of earnings among our U.S. and international
operations
where the statutory rates are generally lower than the U.S.
statutory rate,
and may fluctuate as a result.
Our tax returns are routinely audited and settlements of issues
raised
in these audits sometimes affect our tax provisions. The benefits
of
uncertain tax positions are recorded in our financial statements
only
after determining a more likely than not probability that the
uncertain
tax positions will withstand challenge, if any, from taxing
authorities.
When facts and circumstances change, we reassess these
probabilities
and record any changes in the financial statements as
appropriate.
We account for uncertain tax positions by determining the
minimum
recognition threshold that a tax position is required to meet
before
being recognized in the financial statements. This determination
requires
the use of significant judgment in evaluating our tax positions
and
assessing the timing and amounts of deductible and taxable
items.
Deferred tax assets represent amounts available to reduce
income taxes
payable on taxable income in future years. Such assets arise
because
of temporary differences between the financial reporting and tax
bases
of assets and liabilities, as well as from net operating loss and
tax credit
carryforwards. Deferred tax assets are evaluated for future
realization
and reduced by a valuation allowance to the extent that a
portion is not
more likely than not to be realized. Many factors are considered
when
assessing whether it is more likely than not that the deferred tax
assets
will be realized, including recent cumulative earnings,
expectations of
future taxable income, carryforward periods and other relevant
quantita-
tive and qualitative factors. The recoverability of the deferred
tax assets is
evaluated by assessing the adequacy of future expected taxable
income
from all sources, including reversal of taxable temporary
differences,
forecasted operating earnings and available tax planning
strategies.
This evaluation relies heavily on estimates.
Forward-Looking Statements
This Annual Report contains statements that Walmart believes
are
“forward-looking statements” within the meaning of the Private
Securities
Litigation Reform Act of 1995, as amended. Those statements
are
intended to enjoy the protection of the safe harbor for forward-
looking
statements provided by that Act. Those forward-looking
statements
include statements in Management’s Discussion and Analysis of
Financial
Condition and Results of Operations: under the caption
“Overview” with
respect to the volatility of currency exchange rates possibly
affecting
the results, including net sales and operating income, of
Walmart and
its Walmart International segment in the future; under the
captions
“Company Performance Metrics” and “Company Performance
Metrics –
Leverage – Operating Income” with respect to Walmart’s
objectives of
growing net sales at a faster rate than operating expenses and
growing
operating income at a faster rate than net sales and that strategic
growth
investments may cause Walmart’s operating expenses to grow at
a faster
rate than net sales and resulting in Walmart’s operating income
growing at
a slower rate than net sales; under the caption “Results of
Operations –
Consolidated Results of Operations” regarding the possible
fluctuation of
our effective tax rate over future periods; under the caption
“Results of
Operations – Sam’s Club Segment” with respect to the volatility
of fuel
prices possibly continuing to affect the operating results of
Walmart’s
Sam’s Club segment in the future; under the caption “Liquidity
and
Capital Resources – Cash Flows Provided by Operating
Activities – Cash
Equivalents and Working Capital,” as well as in Note 1 to our
Consolidated
Financial Statements, regarding our ability to meet our liquidity
needs
through sources other than the cash we hold outside of the
United
States, our intention to permanently reinvest cash held outside
of the
United States, and our ability to repatriate cash held outside of
the
United States; under the caption “Liquidity and Capital
Resources – Cash
Flows Used in Investing Activities – Global Expansion
Activities” and also in
the letter of Walmart’s President and CEO to our shareholders,
associates
and customers contained in this Annual Report (the “CEO
Letter”) with
respect to Walmart’s fiscal 2015 global expansion plans,
including a
significant increase in the number of Neighborhood Markets
and other
small format stores, growing our retail square feet and
expanding our
e-commerce capabilities and our plans to finance that expansion
primarily
through cash flows and future debt financings, with respect to
Walmart’s
estimated range of capital expenditures (including e-commerce
capital
expenditures) in fiscal 2015 for the Walmart U.S. segment, the
Walmart
International segment, the Sam’s Club segment, in the “other
unallocated”
category and in total, with respect to the estimated/projected
growth
in retail square feet in total and by reportable segment in fiscal
2015;
under the caption “Liquidity and Capital Resources – Cash
Flows Used in
Investing Activities – Pending Transactions” regarding the
expectation that
the Company will record a net gain on the sale of the Vips
restaurant
operations by Walmex; under the caption “Liquidity and Capital
Resources – Cash Flows Used in Financing Activities –
Dividends,” as well
as in Note 15 to our Consolidated Financial Statements and
elsewhere
in this Annual Report under the caption “Dividends payable per
share,”
regarding the payment of the dividend on our shares of common
stock
in fiscal 2015, the expected payment of certain installments of
the divi-
dend on our shares of common stock on certain dates in fiscal
2015 and
the expected total amount of the dividend per share to be paid in
fiscal
Walmart 2014 Annual Report 3332 Walmart 2014 Annual
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Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Walmart 2014 Annual Report 3534 Walmart 2014 Annual
Report
2015; under the caption “Liquidity and Capital Resources –
Transactions
with Noncontrolling Interest Holders” with respect to certain
transactions
having an impact on Walmart’s cash flows from financing
activities
in the future; under the caption “Liquidity and Capital
Resources –
Capital Resources” with respect to Walmart’s cash flows from
continuing
operations, current cash position and access to debt and capital
markets
continuing to be sufficient to meet operating cash needs,
including for
seasonal build-ups in inventories, completing capital
expenditures and
funding dividend payments and shares repurchases, the factors
that
influence Walmart’s credit ratings, any downgrade of Walmart’s
credit
ratings potentially increasing future borrowing costs and
impairing
Walmart’s ability to access capital and credit markets on terms
acceptable
to Walmart and downgrades in Walmart’s current short-term
credit ratings
impairing its ability to access the commercial paper markets
with the
same flexibility as Walmart has experienced historically,
potentially
requiring Walmart to rely more heavily on more expensive types
of debt
financing; and under the caption “Liquidity and Capital
Resources –
Off Balance Sheet Arrangements” with respect to the amount of
increases
in payments under operating leases if certain leases are
executed.
These forward-looking statements also include statements in:
Note 3
to our Consolidated Financial Statements regarding the
weighted-
average periods over which certain compensation cost is
expected to be
recognized; Note 8 to our Consolidated Financial Statements
regarding
the portion of any net investment and cash flow instruments of
the
Company that is ineffective as a hedge being insignificant and
the
amounts related to the our derivatives expected to be
reclassified from
accumulated other comprehensive income (loss) to net income
during
the next 12 months being insignificant; Note 9 to our
Consolidated
Financial Statements regarding the realization of certain net
deferred tax
assets, the possibility that tax audit resolutions over the twelve
months
ending January 31, 2015, could reduce unrecognized tax
benefits by an
amount within a certain range or beyond that range and the
reasons for
that reduction, the expectation that any change will not have a
significant
impact on the Company’s Consolidated Financial Statements
and the
possibility that the resolution of a group of related matters
might result
in a material liability to Walmart; Note 10 to our Consolidated
Financial
Statements regarding an adverse decision in, or settlement of,
certain
litigation to which Walmart is a party possibly resulting in
material liability
to Walmart and respecting management’s expectations that the
certain
matters relating to an FCPA investigation will not have a
material adverse
effect on its business; and Note 11 to our Consolidated
Financial
Statements regarding the amount of the increase in payments
under
operating leases if certain leases for real property were
executed. The
CEO’s Letter also includes forward looking statements
regarding Walmart
continuing to invest in training and development of its
associates and
increasing investment in e-commerce as e-commerce
opportunities
present themselves. The section of this Annual Report captioned
“Walmart U.S.” includes forward-looking statements regarding
man-
agement’s expectation for the Walmart U.S. segment to
purchase an
additional $250 billion of merchandise from U.S. manufacturers
over the
next 10 years and to continue to grow its supercenter fleet and
for the
Walmart U.S. segment to open new Neighborhood Markets and
Walmart
Express units within a certain range and to add retail square feet
within a
certain range and to open a number of new units within a certain
range
in fiscal 2015. The section of this Annual Report captioned
“Walmart
International” contains forward-looking statements regarding
the
Walmart International segment continuing to be a growth
vehicle for
Walmart and having a goal of funding price investment by being
the
lowest cost operator in every market. The section of this Annual
Report
captioned “Sam’s Club” includes forward-looking statements
that relates
to management’s expectation for the Sam’s Club segment
opening a
certain number of new clubs and launching new membership
enhance-
ments in fiscal 2015. The forward-looking statements described
above
are identified by the use in such statements of one or more of
the words
or phrases “aim,” “anticipate,” “anticipated,” “could be,” “could
impair,”
”could increase,” ”could potentially be,” “could reduce,”
“estimated,”
“expansion,” “expect,” “goal,” “grow,” “intend,” “is expected,”
“may cause,”
”may continue,” “may fluctuate,” “may impact,” “may not be,”
“may result,”
“objective,” “objectives,” “plan,” “plans,” “projected,” “should
continue,”
”will be,” “will be met,” ”will be paid,” “will continue,” ”will
depend,” “will have,”
“will impact,” ”will increase,” “would be,” and “would
increase,” and other
similar words or phrases. Similarly, descriptions of our
objectives, strategies,
plans, goals or targets are also forward-looking statements.
These statements
discuss, among other things, expected growth, future revenues,
future
cash flows, future capital expenditures, future performance,
future initiatives
and the anticipation and expectations of Walmart and its
management
as to future occurrences and trends.
The forward-looking statements included in this Annual Report
and
that we make elsewhere are subject to certain factors, in the
United States
and internationally, that could materially affect our financial
performance,
our results of operations, including our sales, earnings per share
or com-
parable store sales or comparable club sales and our effective
income
tax rate for any period and our business operations, business
strategy,
plans, goals or objectives. These factors include, but are not
limited to:
general economic conditions, including changes in the economy
of the
United States or other specific markets in which we operate,
economic
instability, changes in the monetary policies of the United
States, the
Board of Governors of the Federal Reserve System, other
governments or
central banks, economic crises and disruptions in the financial
markets,
including as a result of sovereign debt crises, governmental
budget
deficits, unemployment and partial employment levels,
employment
conditions within our markets, credit availability to consumers
and busi-
nesses, levels of consumer disposable income, consumer
confidence,
consumer credit availability, consumer spending patterns,
consumer
debt levels, consumer preferences, including consumer demand
for the
merchandise we offer for sale, consumer acceptance of our e-
commerce
websites and merchandise offerings on those websites, inflation,
defla-
tion, commodity prices, the cost of the goods we sell,
competitive
pressures, unanticipated expenses and needs for capital
expenditures
that affect our cash flows, the seasonality of our business,
seasonal
buying patterns in the United States and our other markets,
anticipated
store or club closures, labor costs, transportation costs, the cost
of diesel
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Walmart 2014 Annual Report 3534 Walmart 2014 Annual
Report
fuel, gasoline, natural gas and electricity, the selling prices of
fuel, the cost
of healthcare and other benefits, accident costs, our casualty
and other
insurance costs, information security costs, the cost of
construction
materials, availability and the cost of acceptable building sites
for new
stores, clubs and other units, availability of qualified labor
pools in the
specific markets in which we operate, including the availability
of persons
with the skills and abilities necessary to meet Walmart’s needs
for
managing and staffing its new units and conducting their
operations,
real estate, zoning, land use and other laws, ordinances, legal
restrictions
and initiatives that may prevent Walmart from building, or that
impose
limitations on Walmart’s ability to build, new units in certain
locations
or relocate or expand existing units, availability of necessary
utilities for
new units; availability of skilled labor and labor, material and
other
construction costs in areas in which new or relocated units are
proposed
to be constructed or existing units are proposed to be expanded
or
remodeled, competitive pressures and the initiatives of our
competitors,
accident-related costs, weather conditions patterns and events,
climate
change, catastrophic events and natural disasters, as well as
storm and
other damage to our stores, clubs, distribution centers and other
facilities
and store closings and other limitations on our customers’
access to our
stores and clubs resulting from such events and disasters,
disruption in
the availability of our online shopping sites on the internet,
cyberattacks
on our information systems, disruption in our supply chain,
including
availability and transport of goods from domestic and foreign
suppliers,
trade restrictions, changes in tariff and freight rates, adoption of
or
changes in tax, labor and other laws and regulations that affect
our
business, including changes in corporate and personal tax rates
and the
imposition of new taxes and surcharges, costs of compliance
with laws and
regulations, the mix of our earnings from our United States and
foreign
operations, changes in our assessment of certain tax
contingencies,
increases or decreases in valuation allowances, outcome of
administrative
audits, the impact of discrete items on our effective tax rate, the
resolution
of other tax matters, developments in and the outcome of legal
and
regulatory proceedings to which we are a party or are subject
and the
expenses associated therewith, the requirements for
expenditures in
connection with the FCPA-related matters, including
enhancements to
Walmart’s compliance program and ongoing investigations,
changes in
the rating of any of our indebtedness; currency exchange rate
fluctuations
and volatility, fluctuations in market rates of interest, and other
conditions
and events affecting domestic and global financial and capital
markets,
public health emergencies, economic and geo-political
conditions and
events, including civil unrest and disturbances and terrorist
attacks,
unanticipated changes in generally accepted accounting
principles or in
the interpretations or applicability thereof, unanticipated
changes in
accounting estimates and judgments, and unanticipated
restructurings
and the related expenses. Moreover, we typically earn a
disproportionate
part of our annual operating income in the fourth quarter as a
result
of the seasonal buying patterns. Those buying patterns are
difficult to
forecast with certainty.
The foregoing list of factors that may affect our business
operations and
financial performance is not exclusive. Other factors and
unanticipated
events could adversely affect our business operations and
financial
performance. We discuss certain of these matters more fully, as
well as
certain risk factors that may affect our business operations,
financial
condition, results of operations and liquidity in other of our
filings with
the Securities and Exchange Commission (the “SEC”), including
our
Annual Report on Form 10-K under the heading “Item 1A. Risk
Factors.”
We filed our Annual Report on Form 10-K for the fiscal year
ended
January 31, 2014, with the SEC on March 21, 2014. The
forward-looking
statements described above are made based on knowledge of our
business and the environment in which we operate and
assumptions
that we believe to be reasonable at the time such forward-
looking
statements are made. However, because of the factors described
and
listed above, as well as other factors, or as a result of changes
in facts,
assumptions not being realized or other circumstances, actual
results
may materially differ from anticipated results described or
implied in
these forward-looking statements. We cannot assure the reader
that the
results or developments expected or anticipated by us will be
realized
or, even if substantially realized, that those results or
developments will
result in the expected consequences for us or affect us, our
business or
our operations in the way we expect. You are urged to consider
all of
these risks, uncertainties and other factors carefully in
evaluating the
forward-looking statements and not to place undue reliance on
such
forward-looking statements. The forward-looking statements
included
in this Annual Report speak only as of the date of this report,
and we
undertake no obligation to update these forward-looking
statements to
reflect subsequent events or circumstances, except as may be
required
by applicable law.
Fiscal Years Ended January 31,
(Amounts in millions, except per share data) 2014 2013 2012
Revenues:
Net sales $473,076 $465,604 $443,416
Membership and other income 3,218 3,047 3,093
Total revenues 476,294 468,651 446,509
Costs and expenses:
Cost of sales 358,069 352,297 334,993
Operating, selling, general and administrative expenses
91,353 88,629 85,025
Operating income 26,872 27,725 26,491
Interest:
Debt 2,072 1,977 2,034
Capital leases 263 272 286
Interest income (119) (186) (161)
Interest, net 2,216 2,063 2,159
Income from continuing operations before income taxes 24,656
25,662 24,332
Provision for income taxes:
Current 8,619 7,976 6,722
Deferred (514) (18) 1,202
Total provision for income taxes 8,105 7,958 7,924
Income from continuing operations 16,551 17,704 16,408
Income (loss) from discontinued operations, net of income taxes
144 52 (21)
Consolidated net income 16,695 17,756 16,387
Less consolidated net income attributable to noncontrolling
interest (673) (757) (688)
Consolidated net income attributable to Walmart $ 16,022 $
16,999 $ 15,699
Basic net income per common share:
Basic income per common share from continuing operations
attributable to Walmart $ 4.87 $ 5.03 $ 4.55
Basic income (loss) per common share from discontinued
operations attributable to Walmart 0.03 0.01 (0.01)
Basic net income per common share attributable to Walmart $
4.90 $ 5.04 $ 4.54
Diluted net income per common share:
Diluted income per common share from continuing operations
attributable to Walmart $ 4.85 $ 5.01 $ 4.53
Diluted income (loss) per common share from discontinued
operations attributable to Walmart 0.03 0.01 (0.01)
Diluted net income per common share attributable to Walmart
$ 4.88 $ 5.02 $ 4.52
Weighted-average common shares outstanding:
Basic 3,269 3,374 3,460
Diluted 3,283 3,389 3,474
Dividends declared per common share $ 1.88 $ 1.59 $ 1.46
See accompanying notes.
Consolidated Statements of Comprehensive Income
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Consolidated net income $16,695 $17,756 $16,387
Less consolidated net income attributable to nonredeemable
noncontrolling interest (606) (684) (627)
Less consolidated net income attributable to redeemable
noncontrolling interest (67) (73) (61)
Consolidated net income attributable to Walmart 16,022 16,999
15,699
Other comprehensive income (loss), net of income taxes
Currency translation and other (3,146) 1,042 (2,758)
Derivative instruments 207 136 (67)
Minimum pension liability 153 (166) 43
Other comprehensive income (loss), net of income taxes
(2,786) 1,012 (2,782)
Less other comprehensive income (loss) attributable to
nonredeemable noncontrolling interest 311 (138) 660
Less other comprehensive income (loss) attributable to
redeemable noncontrolling interest 66 (51) 66
Other comprehensive income (loss) attributable to Walmart
(2,409) 823 (2,056)
Comprehensive income, net of income taxes 13,909 18,768
13,605
Less comprehensive income (loss) attributable to
nonredeemable noncontrolling interest (295) (822) 33
Less comprehensive income (loss) attributable to redeemable
noncontrolling interest (1) (124) 5
Comprehensive income attributable to Walmart $13,613 $17,822
$13,643
See accompanying notes.
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Consolidated Statements of Income
Walmart 2014 Annual Report 3736 Walmart 2014 Annual
Report
As of January 31,
(Amounts in millions) 2014 2013
ASSETS
Current assets:
Cash and cash equivalents $ 7,281 $ 7,781
Receivables, net 6,677 6,768
Inventories 44,858 43,803
Prepaid expenses and other 1,909 1,551
Current assets of discontinued operations 460 37
Total current assets 61,185 59,940
Property and equipment:
Property and equipment 173,089 165,825
Less accumulated depreciation (57,725) (51,896)
Property and equipment, net 115,364 113,929
Property under capital leases:
Property under capital leases 5,589 5,899
Less accumulated amortization (3,046) (3,147)
Property under capital leases, net 2,543 2,752
Goodwill 19,510 20,497
Other assets and deferred charges 6,149 5,987
Total assets $204,751 $203,105
LIABILITIES, REDEEMABLE NONCONTROLLING
INTEREST AND EQUITY
Current liabilities:
Short-term borrowings $ 7,670 $ 6,805
Accounts payable 37,415 38,080
Accrued liabilities 18,793 18,808
Accrued income taxes 966 2,211
Long-term debt due within one year 4,103 5,587
Obligations under capital leases due within one year 309 327
Current liabilities of discontinued operations 89 —
Total current liabilities 69,345 71,818
Long-term debt 41,771 38,394
Long-term obligations under capital leases 2,788 3,023
Deferred income taxes and other 8,017 7,613
Redeemable noncontrolling interest 1,491 519
Commitments and contingencies
Equity:
Common stock 323 332
Capital in excess of par value 2,362 3,620
Retained earnings 76,566 72,978
Accumulated other comprehensive income (loss) (2,996) (587)
Total Walmart shareholders’ equity 76,255 76,343
Nonredeemable noncontrolling interest 5,084 5,395
Total equity 81,339 81,738
Total liabilities, redeemable noncontrolling interest and
equity $204,751 $203,105
See accompanying notes.
Walmart 2014 Annual Report 3736 Walmart 2014 Annual
Report
Consolidated Balance Sheets
Accumulated Total
Capital in Other Walmart Nonredeemable Redeemable
Common Stock Excess of Retained Comprehensive
Shareholders’ Noncontrolling Total Noncontrolling
(Amounts in millions) Shares Amount Par Value Earnings
Income (Loss) Equity Interest Equity Interest
Balances as of February 1, 2011 3,516 $352 $ 3,577 $63,967 $
646 $68,542 $2,705 $71,247 $ 408
Consolidated net income — — — 15,699 — 15,699 627 16,326
61
Other comprehensive loss,
net of income taxes — — — — (2,056) (2,056) (660) (2,716)
(66)
Cash dividends declared
($1.46 per share) — — — (5,048) — (5,048) — (5,048) —
Purchase of Company stock (113) (11) (229) (5,930) — (6,170)
— (6,170) —
Nonredeemable noncontrolling
interest of acquired entity — — — — — — 1,988 1,988 —
Other 15 1 344 3 — 348 (214) 134 1
Balances as of January 31, 2012 3,418 342 3,692 68,691 (1,410)
71,315 4,446 75,761 404
Consolidated net income — — — 16,999 — 16,999 684 17,683
73
Other comprehensive income,
net of income taxes — — — — 823 823 138 961 51
Cash dividends declared
($1.59 per share) — — — (5,361) — (5,361) — (5,361) —
Purchase of Company stock (115) (11) (357) (7,341) — (7,709)
— (7,709) —
Nonredeemable noncontrolling
interest of acquired entity — — — — — — 469 469 —
Other 11 1 285 (10) — 276 (342) (66) (9)
Balances as of January 31, 2013 3,314 332 3,620 72,978 (587)
76,343 5,395 81,738 519
Consolidated net income — — — 16,022 — 16,022 595 16,617
78
Other comprehensive loss,
net of income taxes — — — — (2,409) (2,409) (311) (2,720)
(66)
Cash dividends declared
($1.88 per share) — — — (6,139) — (6,139) — (6,139) —
Purchase of Company stock (87) (9) (294) (6,254) — (6,557) —
(6,557) —
Redemption value adjustment
of redeemable
noncontrolling interest — — (1,019) — — (1,019) — (1,019)
1,019
Other 6 — 55 (41) — 14 (595) (581) (59)
Balances as of January 31, 2014 3,233 $323 $ 2,362 $76,566
$(2,996) $76,255 $5,084 $81,339 $1,491
See accompanying notes.
Walmart 2014 Annual Report 3938 Walmart 2014 Annual
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Annual Report
Consolidated Statements of Shareholders’ Equity
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Walmart 2014 Annual Report 3938 Walmart 2014 Annual
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Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Cash flows from operating activities:
Consolidated net income $ 16,695 $ 17,756 $ 16,387
Income (loss) from discontinued operations, net of income
taxes (144) (52) 21
Income from continuing operations 16,551 17,704 16,408
Adjustments to reconcile income from continuing operations to
net cash
provided by operating activities:
Depreciation and amortization 8,870 8,478 8,106
Deferred income taxes (279) (133) 1,050
Other operating activities 938 602 468
Changes in certain assets and liabilities, net of effects of
acquisitions:
Receivables, net (566) (614) (796)
Inventories (1,667) (2,759) (3,727)
Accounts payable 531 1,061 2,687
Accrued liabilities 103 271 (935)
Accrued income taxes (1,224) 981 994
Net cash provided by operating activities 23,257 25,591 24,255
Cash flows from investing activities:
Payments for property and equipment (13,115) (12,898)
(13,510)
Proceeds from the disposal of property and equipment 727 532
580
Investments and business acquisitions, net of cash acquired
(15) (316) (3,548)
Other investing activities 105 71 (131)
Net cash used in investing activities (12,298) (12,611) (16,609)
Cash flows from financing activities:
Net change in short-term borrowings 911 2,754 3,019
Proceeds from issuance of long-term debt 7,072 211 5,050
Payments of long-term debt (4,968) (1,478) (4,584)
Dividends paid (6,139) (5,361) (5,048)
Dividends paid to and stock purchases of noncontrolling
interest (722) (414) (526)
Purchase of Company stock (6,683) (7,600) (6,298)
Other financing activities (488) (84) (71)
Net cash used in financing activities (11,017) (11,972) (8,458)
Effect of exchange rates on cash and cash equivalents (442) 223
(33)
Net increase (decrease) in cash and cash equivalents (500)
1,231 (845)
Cash and cash equivalents at beginning of year 7,781 6,550
7,395
Cash and cash equivalents at end of year $ 7,281 $ 7,781 $
6,550
Supplemental disclosure of cash flow information:
Income taxes paid $ 8,641 $ 7,304 $ 5,899
Interest paid 2,362 2,262 2,346
See accompanying notes.
Walmart 2014 Annual Report 3938 Walmart 2014 Annual
Report
Consolidated Statements of Cash Flows
1 Summary of Significant Accounting Policies
General
Wal-Mart Stores, Inc. (“Walmart” or the “Company”) operates
retail stores
in various formats under 71 banners around the world,
aggregated into
three reportable segments: Walmart U.S., Walmart International
and
Sam’s Club. Walmart is committed to saving people money so
they can
live better. Walmart earns the trust of its customers every day
by providing
a broad assortment of quality merchandise and services at
everyday low
prices (“EDLP”), while fostering a culture that rewards and
embraces mutual
respect, integrity and diversity. EDLP is the Company’s pricing
philoso-
phy under which it prices items at a low price every day so its
customers
trust that its prices will not change under frequent promotional
activity.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of
Walmart
and its subsidiaries as of and for the fiscal years ended January
31, 2014
(“fiscal 2014”), January 31, 2013 (“fiscal 2013”) and January
31, 2012 (“fiscal
2012”). All material intercompany accounts and transactions
have been
eliminated in consolidation. Investments in unconsolidated
affiliates,
which are 50% or less owned and do not otherwise meet
consolidation
requirements, are accounted for primarily using the equity
method.
These investments are immaterial to the Company’s
Consolidated
Financial Statements.
The Company’s Consolidated Financial Statements are based on
a fiscal
year ending on January 31 for the United States (“U.S.”) and
Canadian
operations. The Company consolidates all other operations
generally
using a one-month lag and based on a calendar year. There were
no
significant intervening events during January 2014 that
materially
affected the Consolidated Financial Statements.
In fiscal 2014, the Company corrected certain amounts
pertaining to
previous fiscal years as management determined they were not
material,
individually or in the aggregate, to any of the periods presented
in the
Company’s Consolidated Financial Statements.
Use of Estimates
The Consolidated Financial Statements have been prepared in
conformity
with U.S. generally accepted accounting principles. 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 from those estimates.
Cash and Cash Equivalents
The Company considers investments with a maturity when
purchased
of three months or less to be cash equivalents. All credit card,
debit card
and electronic benefits transfer transactions that process in less
than
seven days are classified as cash and cash equivalents. The
amounts due
from banks for these transactions classified as cash and cash
equivalents
totaled $1.6 billion and $1.3 billion at January 31, 2014 and
2013, respec-
tively. In addition, cash and cash equivalents included restricted
cash of
$654 million and $715 million at January 31, 2014 and 2013,
respectively,
which was primarily related to cash collateral holdings from
various
counterparties, as required by certain derivative and trust
agreements.
The Company’s cash balances are held in various locations
around
the world. Of the Company’s $7.3 billion and $7.8 billion of
cash and
cash equivalents at January 31, 2014 and 2013, respectively,
$5.8 billion and
$5.2 billion, respectively, were held outside of the U.S. and
were generally
utilized to support liquidity needs in the Company’s non-U.S.
operations.
The Company employs financing strategies (e.g., global funding
structures)
in an effort to ensure that cash can be made available in the
country in
which it is needed with the minimum cost possible. Management
does
not believe it will be necessary to repatriate cash and cash
equivalents
held outside of the U.S. and anticipates its domestic liquidity
needs will
be met through other funding sources (ongoing cash flows
generated
from operations, external borrowings or both). Accordingly,
management
intends, with only certain exceptions, to continue to indefinitely
reinvest
the Company’s cash and cash equivalents held outside of the
U.S. in its
foreign operations. When the income earned (either from
operations or
through global funding structures) and indefinitely reinvested
outside of
the U.S. is taxed at local country tax rates, which are generally
lower than
the U.S. statutory rate, the Company realizes an effective tax
rate benefit.
If the Company’s intentions with respect to reinvestment were
to change,
most of the amounts held within the Company’s foreign
operations could
be repatriated to the U.S., although any repatriation under
current U.S. tax
laws would be subject to U.S. federal income taxes, less
applicable foreign
tax credits. As of January 31, 2014 and 2013, cash and cash
equivalents of
approximately $1.9 billion may not be freely transferable to the
U.S. due
to local laws or other restrictions. Management does not expect
local laws,
other limitations or potential taxes on anticipated future
repatriations of
cash amounts held outside of the U.S. to have a material effect
on the
Company’s overall liquidity, financial condition or results of
operations.
Receivables
Receivables are stated at their carrying values, net of a reserve
for
doubtful accounts. Receivables consist primarily of amounts
due from:
• insurance companies resulting from pharmacy sales;
• banks for customer credit and debit cards and electronic bank
transfers
that take in excess of seven days to process;
• consumer financing programs in certain international
operations;
• suppliers for marketing or incentive programs; and
• real estate transactions.
The Walmart International segment offers a limited number of
consumer
credit products, primarily through its financial institutions in
select
countries. The receivable balance from consumer credit
products was
$1.3 billion, net of a reserve for doubtful accounts of $119
million at
January 31, 2014, compared to a receivable balance of $1.2
billion, net
of a reserve for doubtful accounts of $115 million at January
31, 2013.
These balances are included in receivables, net, in the
Company’s
Consolidated Balance Sheets.
Inventories
The Company values inventories at the lower of cost or market
as
determined primarily by the retail method of accounting, using
the
last-in, first-out (“LIFO”) method for substantially all of the
Walmart U.S.
segment’s inventories. The Walmart International segment’s
inventories
are primarily valued by the retail method of accounting, using
the first-in,
first-out (“FIFO”) method. The retail method of accounting
results in
inventory being valued at the lower of cost or market since
permanent
markdowns are immediately recorded as a reduction of the retail
value
of inventory. The Sam’s Club segment’s inventories are valued
based on
the weighted-average cost using the LIFO method. At January
31, 2014
Walmart 2014 Annual Report 4140 Walmart 2014 Annual
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Notes to Consolidated Financial Statements
Walmart 2014 Annual Report 4140 Walmart 2014 Annual
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and January 31, 2013, the Company’s inventories valued at
LIFO
approximate those inventories as if they were valued at FIFO.
Property and Equipment
Property and equipment are stated at cost. Gains or losses on
disposition
are recognized as earned or incurred. Costs of major
improvements are
capitalized, while costs of normal repairs and maintenance are
charged
to expense as incurred. The following table summarizes the
Company’s
property and equipment balances and includes the estimated
useful lives
that are generally used to depreciate the assets on a straight-line
basis:
Fiscal Years Ended
Estimated January 31,
(Amounts in millions) Useful Lives 2014 2013
Land N/A $ 26,184 $ 25,612
Buildings and improvements 3-40 years 95,488 90,686
Fixtures and equipment 3-25 years 42,971 40,903
Transportation equipment 3-15 years 2,785 2,796
Construction in progress N/A 5,661 5,828
Property and equipment $173,089 $165,825
Accumulated depreciation (57,725) (51,896)
Property and equipment, net $115,364 $113,929
Leasehold improvements are depreciated over the shorter of the
estimated useful life of the asset or the remaining expected
lease term.
Depreciation expense for property and equipment, including
amor-
tization of property under capital leases, for fiscal 2014, 2013
and 2012
was $8.8 billion, $8.4 billion and $8.1 billion, respectively.
Interest costs
capitalized on construction projects were $78 million, $74
million and
$60 million in fiscal 2014, 2013 and 2012, respectively.
Long-Lived Assets
Long-lived assets are stated at cost. Management reviews long-
lived
assets for indicators of impairment whenever events or changes
in cir-
cumstances indicate that the carrying amount may not be
recoverable.
The evaluation is performed at the lowest level of identifiable
cash flows,
which is at the individual store or club level or, in certain
circumstances,
a market group of stores. Undiscounted cash flows expected to
be
generated by the related assets are estimated over the assets’
useful lives
based on updated projections. If the evaluation indicates that
the
carrying amount of the assets may not be recoverable, any
potential
impairment is measured based upon the fair value of the related
asset
or asset group as determined by an appropriate market appraisal
or
other valuation technique. Impairment charges of long-lived
assets
for fiscal 2014, 2013 and 2012 were not significant.
Goodwill and Other Acquired Intangible Assets
Goodwill represents the excess of the purchase price over the
fair value
of net assets acquired in business combinations and is allocated
to the
appropriate reporting unit when acquired. Other acquired
intangible
assets are stated at the fair value acquired as determined by a
valuation
technique commensurate with the intended use of the related
asset.
Goodwill and indefinite-lived intangible assets are not
amortized; rather,
they are evaluated for impairment annually and whenever events
or
changes in circumstances indicate that the value of the asset
may be
impaired. Definite-lived intangible assets are considered long-
lived
assets and are amortized on a straight-line basis over the
periods that
expected economic benefits will be provided.
Goodwill is evaluated for impairment using either a qualitative
or
quantitative approach for each of the Company’s reporting
units.
Generally, a qualitative assessment is first performed to
determine
whether a quantitative goodwill impairment test is necessary. If
man-
agement determines, after performing an assessment based on
the
qualitative factors, that the fair value of the reporting unit is
more likely
than not less than the carrying amount, or that a fair value of
the reporting
unit substantially in excess of the carrying amount cannot be
assured,
then a quantitative goodwill impairment test would be required.
The
quantitative test for goodwill impairment is performed by
determining the
fair value of the related reporting units. Fair value is measured
based on
the discounted cash flow method and relative market-based
approaches.
For the reporting units that were tested using only the
qualitative
assessment, management determined that the fair value of each
reporting unit is more likely than not greater than the carrying
amount
and, as a result, quantitative analyses were not required. For the
reporting
units tested using a quantitative impairment test, management
deter-
mined the fair value of each reporting unit is greater than the
carrying
amount. Accordingly, the Company has not recorded any
impairment
charges related to goodwill.
The following table reflects goodwill activity, by reportable
segment,
for fiscal 2014 and 2013:
Walmart
(Amounts in millions) Walmart U.S. International Sam’s Club
Total
Balances as of
February 1, 2012 $439 $19,899 $313 $20,651
Changes in currency
translation and other — (65) — (65)
Purchase accounting
adjustments for
prior fiscal year
acquisitions (1) 4 (532) — (528)
Acquisitions (2) — 439 — 439
Balances as of
January 31, 2013 443 19,741 313 20,497
Changes in currency
translation and other — (1,000) — (1,000)
Acquisitions (2) 8 5 — 13
Balances as of
January 31, 2014 $451 $18,746 $313 $19,510
(1) Fiscal 2013 purchase accounting adjustments primarily
relate to the finalization of
the purchase price allocation for the fiscal 2012 acquisition of
Massmart.
(2) Goodwill recorded for fiscal 2014 and 2013 acquisitions
relates to several acquisitions
that are not significant, individually or in the aggregate, to the
Company’s Consolidated
Financial Statements.
Notes to Consolidated Financial Statements
Indefinite-lived intangible assets are included in other assets
and
deferred charges in the Company’s Consolidated Balance
Sheets. These
assets are evaluated for impairment based on their fair values
using valu-
ation techniques which are updated annually based on the most
recent
variables and assumptions. There were no impairment charges
related to
indefinite-lived intangible assets recorded for fiscal 2014, 2013
and 2012.
Self-Insurance Reserves
The Company uses a combination of insurance, self-insured
retention
and self-insurance for a number of risks, including, but not
limited to,
workers’ compensation, general liability, vehicle liability,
property and
the Company’s obligation for employee-related health care
benefits.
Liabilities relating to these claims associated with these risks
are esti-
mated by considering historical claims experience, frequency,
severity,
demographic factors and other actuarial assumptions, including
incurred but not reported claims. In estimating its liability for
such claims,
the Company periodically analyzes its historical trends,
including loss
development, and applies appropriate loss development factors
to the
incurred costs associated with the claims. The Company also
maintains
stop-loss insurance coverage for workers’ compensation and
general
liability of $5 million and $15 million, respectively, per
occurrence, to limit
exposure to certain risks.
Income Taxes
Income taxes are accounted for under the balance sheet method.
Deferred tax assets and liabilities are recognized for the
estimated future
tax consequences attributable to differences between the
financial
statement carrying amounts of existing assets and liabilities and
their
respective tax bases (“temporary differences”). Deferred tax
assets and
liabilities are measured using enacted tax rates in effect for the
year in
which those temporary differences are expected to be recovered
or settled.
The effect on deferred tax assets and liabilities of a change in
tax rate is
recognized in income in the period that includes the enactment
date.
Deferred tax assets are evaluated for future realization and
reduced by a
valuation allowance to the extent that a portion is not more
likely than
not to be realized. Many factors are considered when assessing
whether
it is more likely than not that the deferred tax assets will be
realized,
including recent cumulative earnings, expectations of future
taxable
income, carryforward periods, and other relevant quantitative
and quali-
tative factors. The recoverability of the deferred tax assets is
evaluated
by assessing the adequacy of future expected taxable income
from all
sources, including reversal of taxable temporary differences,
forecasted
operating earnings and available tax planning strategies. These
sources
of income rely heavily on estimates.
In determining the provision for income taxes, an annual
effective
income tax rate is used based on annual income, permanent
differences
between book and tax income, and statutory income tax rates.
Discrete
events such as audit settlements or changes in tax laws are
recognized in
the period in which they occur.
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 and penalties related to
unrecognized tax
benefits in interest expense and operating, selling, general and
adminis-
trative expenses, respectively, in the Company’s Consolidated
Statements
of Income. Refer to Note 9 for additional income tax
disclosures.
Revenue Recognition
Sales
The Company recognizes sales revenue, net of sales taxes and
estimated
sales returns, at the time it sells merchandise to the customer.
Membership Fee Revenue
The Company recognizes membership fee revenue both in the
United
States and internationally over the term of the membership,
which is
typically 12 months. The following table summarizes
membership fee
activity for fiscal 2014, 2013 and 2012:
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Deferred membership fee revenue,
beginning of year $ 575 $ 559 $ 542
Cash received from members 1,249 1,133 1,111
Membership fee revenue recognized (1,183) (1,117) (1,094)
Deferred membership fee revenue,
end of year $ 641 $ 575 $ 559
Membership fee revenue is included in membership and other
income
in the Company’s Consolidated Statements of Income. The
deferred
membership fee is included in accrued liabilities in the
Company’s
Consolidated Balance Sheets.
Shopping Cards
Customer purchases of shopping cards are not recognized as
revenue
until the card is redeemed and the customer purchases
merchandise
using the shopping card. Shopping cards in the U.S. do not
carry an
expiration date; therefore, customers and members can redeem
their
shopping cards for merchandise indefinitely. Shopping cards in
certain
foreign countries where the Company does business may have
expiration
dates. A certain amount of shopping cards, both with and
without expi-
ration dates, will not be redeemed. Management estimates
unredeemed
shopping cards and recognizes revenue for these amounts over
shopping
card historical usage periods based on historical redemption
rates.
Management periodically reviews and updates its estimates of
usage
periods and redemption rates.
Financial and Other Services
The Company recognizes revenue from service transactions at
the time
the service is performed. Generally, revenue from services is
classified
as a component of net sales in the Company’s Consolidated
Statements
of Income.
Cost of Sales
Cost of sales includes actual product cost, the cost of
transportation to
the Company’s distribution facilities, stores and clubs from
suppliers, the
cost of transportation from the Company’s distribution facilities
to the
stores, clubs and customers and the cost of warehousing for the
Sam’s
Club segment and import distribution centers. Cost of sales is
reduced by
supplier payments that are not a reimbursement of specific,
incremental
and identifiable costs.
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Notes to Consolidated Financial Statements
Walmart 2014 Annual Report 4342 Walmart 2014 Annual
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Payments from Suppliers
The Company receives consideration from suppliers for various
programs,
primarily volume incentives, warehouse allowances and
reimbursements
for specific programs such as markdowns, margin protection,
advertising
and supplier-specific fixtures. Payments from suppliers are
accounted for
as a reduction of cost of sales and are recognized in the
Company’s
Consolidated Statements of Income when the related inventory
is sold,
except when the payment is a reimbursement of specific,
incremental
and identifiable costs.
Operating, Selling, General and Administrative Expenses
Operating, selling, general and administrative expenses include
all
operating costs of the Company, except cost of sales, as
described above.
As a result, the majority of the cost of warehousing and
occupancy for
the Walmart U.S. and Walmart International segments’
distribution facili-
ties is included in operating, selling, general and administrative
expenses.
Because the Company does not include most of the cost of its
Walmart
U.S. and Walmart International segments’ distribution facilities
in cost of
sales, its gross profit and gross profit as a percentage of net
sales (“gross
profit margin”) may not be comparable to those of other
retailers that
may include all costs related to their distribution facilities in
cost of sales
and in the calculation of gross profit.
Advertising Costs
Advertising costs are expensed as incurred and were $2.4
billion for
fiscal 2014 and $2.3 billion for both fiscal 2013 and 2012.
Advertising costs
consist primarily of print, television and digital advertisements
and are
recorded in operating, selling, general and administrative
expenses in
the Company’s Consolidated Statements of Income.
Reimbursements
from suppliers that are for specific, incremental and identifiable
adver-
tising costs are recognized as a reduction of advertising
expenses in
operating, selling, general and administrative expenses.
Leases
The Company estimates the expected term of a lease by
assuming the
exercise of renewal options where an economic penalty exists
that would
preclude the abandonment of the lease at the end of the initial
non-
cancelable term and the exercise of such renewal is at the sole
discretion
of the Company. The expected term is used in the determination
of
whether a store or club lease is a capital or operating lease and
in the
calculation of straight-line rent expense. Additionally, the
useful life of
leasehold improvements is limited by the expected lease term or
the
economic life of the asset, whichever is shorter. If significant
expenditures
are made for leasehold improvements late in the expected term
of a
lease and renewal is reasonably assured, the useful life of the
leasehold
improvement is limited to the end of the renewal period or
economic
life of the asset, whichever is shorter.
Rent abatements and escalations are considered in the
calculation
of minimum lease payments in the Company’s capital lease tests
and
in determining straight-line rent expense for operating leases.
Pre-Opening Costs
The cost of start-up activities, including organization costs,
related to
new store openings, store remodels, relocations, expansions and
con-
versions are expensed as incurred and included in operating,
selling,
general and administrative expenses in the Company’s
Consolidated
Statements of Income. Pre-opening costs totaled $338 million,
$316 million
and $308 million for fiscal 2014, 2013 and 2012, respectively.
Currency Translation
The assets and liabilities of all international subsidiaries are
translated
from the respective local currency to the U.S. dollar using
exchange rates
at the balance sheet date. Related translation adjustments are
recorded
as a component of accumulated other comprehensive income
(loss). The
income statements of international subsidiaries are translated
from the
respective local currencies to the U.S. dollar using average
exchange
rates for the period covered by the income statements.
Reclassifications
Certain reclassifications have been made to previous fiscal year
amounts
and balances to conform to the presentation in the current fiscal
year.
These reclassifications did not impact consolidated operating
income or
net income. Additionally, certain segment asset and expense
allocations
have been reclassified among segments in the current period.
See
Note 14 for further discussion of the Company’s segments.
2 Net Income Per Common Share
Basic income per common share from continuing operations
attributable to Walmart is based on the weighted-average
common
shares outstanding during the relevant period. Diluted income
per
common share from continuing operations attributable to
Walmart is
based on the weighted-average common shares outstanding
during
the relevant period adjusted for the dilutive effect of
outstanding stock
options and other share-based awards. The Company did not
have
significant stock options or other share-based awards
outstanding that
were antidilutive and not included in the calculation of diluted
income
per common share from continuing operations attributable to
Walmart
for fiscal 2014, 2013 and 2012.
The following table provides a reconciliation of the numerators
and
denominators used to determine basic and diluted income per
common
share from continuing operations attributable to Walmart:
Fiscal Years Ended January 31,
(Amounts in millions, except per share data) 2014 2013 2012
Numerator
Income from continuing operations $16,551 $17,704 $16,408
Less income from continuing
operations attributable to
noncontrolling interest (633) (741) (674)
Income from continuing operations
attributable to Walmart $15,918 $16,963 $15,734
Denominator
Weighted-average common shares
outstanding, basic 3,269 3,374 3,460
Dilutive impact of stock options
and other share-based awards 14 15 14
Weighted-average common shares
outstanding, diluted 3,283 3,389 3,474
Income per common share
from continuing operations
attributable to Walmart
Basic $ 4.87 $ 5.03 $ 4.55
Diluted 4.85 5.01 4.53
Notes to Consolidated Financial Statements
3 Shareholders’ Equity
Share-Based Compensation
The Company has awarded share-based compensation to
associates
and nonemployee directors of the Company. The compensation
expense
recognized for all plans was $388 million, $378 million and
$355 million
for fiscal 2014, 2013 and 2012, respectively. Share-based
compensation
expense is included in operating, selling, general and
administrative
expenses in the Company’s Consolidated Statements of Income.
The
total income tax benefit recognized for share-based
compensation was
$145 million, $142 million and $134 million for fiscal 2014,
2013 and 2012,
respectively. The following table summarizes the Company’s
share-based
compensation expense by award type:
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Restricted stock and performance
share awards $141 $152 $142
Restricted stock rights 224 195 184
Stock options 23 31 29
Share-based compensation
expense $388 $378 $355
The Company’s shareholder-approved Stock Incentive Plan of
2010
(the “Plan”) became effective June 4, 2010 and amended and
restated the
Company’s Stock Incentive Plan of 2005. The Plan was
established to
grant stock options, restricted (non-vested) stock, performance
shares
and other equity compensation awards for which 210 million
shares of
common stock issued or to be issued under the Plan have been
registered
under the Securities Act of 1933, as amended. The Company
believes
that such awards serve to align the interests of its associates
with those
of its shareholders.
The Plan’s award types are summarized as follows:
• Restricted Stock and Performance Share Awards. Restricted
stock awards
are for shares that vest based on the passage of time and include
restrictions related to employment. Performance share awards
vest
based on the passage of time and achievement of performance
criteria
and may range from 0% to 150% of the original award amount.
Vesting
periods for these awards are generally between three and five
years.
Restricted stock and performance share awards may be settled
or deferred in stock and are accounted for as equity in the
Company’s
Consolidated Balance Sheets. The fair value of restricted stock
awards
is determined on the date of grant and is expensed ratably over
the
vesting period. The fair value of performance share awards is
determined
on the date of grant using the Company’s stock price discounted
for
the expected dividend yield through the vesting period and is
recognized over the vesting period.
• Restricted Stock Rights. Restricted stock rights provide rights
to Company
stock after a specified service period; 50% vest three years from
the
grant date and the remaining 50% vest five years from the grant
date.
The fair value of each restricted stock right is determined on the
date of
grant using the stock price discounted for the expected dividend
yield
through the vesting period and is recognized ratably over the
vesting
period. The expected dividend yield is based on the anticipated
divi-
dends over the vesting period. The weighted-average discount
for the
dividend yield used to determine the fair value of restricted
stock rights
granted in fiscal 2014, 2013 and 2012 was 10.3%, 12.2% and
11.7%,
respectively.
• Stock Options. Stock options allow the associate to buy a
specified num-
ber of shares at a set price. Options granted generally vest over
five
years and have a contractual term of ten years. Options may
include
restrictions related to employment, satisfaction of performance
condi-
tions or other conditions. Under the Plan and prior plans,
substantially
all stock options have been granted with an exercise price equal
to the
market price of the Company’s stock at the date of grant.
In addition to the Plan, the Company’s subsidiary in the United
Kingdom,
Asda, has two other stock option plans for certain Asda
colleagues.
A combined 49 million shares of the Company’s common stock
were
registered under the Securities Act of 1933, as amended, for
issuance
upon the exercise of stock options granted under the Colleague
Share
Ownership Plan 1999 (the “CSOP”) and the Asda Sharesave
Plan 2000
(“Sharesave Plan”).
• CSOP. The CSOP grants have either a three- or six-year
vesting period.
The CSOP options may be exercised during the two months
immediately following the vesting date.
• Sharesave Plan. The Sharesave Plan grants options at 80% of
the
Company’s average stock price for the three days preceding the
grant
date. The Sharesave Plan options vest after three years and may
generally be exercised up to six months after the vesting date.
Walmart 2014 Annual Report 4544 Walmart 2014 Annual
Report
Notes to Consolidated Financial Statements
The following table shows the activity for each award type
during fiscal 2014:
Restricted Stock and
Performance Share Awards (2) Restricted Stock Rights Stock
Options(1)
Weighted-Average Weighted-Average
Grant-Date Grant-Date Weighted-Average
Fair Value Fair Value Exercise Price
(Shares in thousands) Shares Per Share Shares Per Share Shares
Per Share
Outstanding at February 1, 2013 12,598 $57.37 17,839 $49.79
10,240 $47.58
Granted 3,688 76.05 5,095 77.75 1,846 56.63
Vested/exercised (2,445) 55.31 (3,998) 55.33 (3,421) 48.88
Forfeited or expired (3,890) 61.32 (1,151) 60.38 (415) 59.43
Outstanding at January 31, 2014 9,951 $63.26 17,785 $55.87
8,250 $48.47
Exercisable at January 31, 2014 3,119 $48.45
(1) Includes stock option awards granted under the Plan, the
CSOP and the Sharesave Plan.
(2) Assumes payout rate at 100% for Performance Share
Awards.
As of January 31, 2014, the unrecognized compensation cost for
restricted stock and performance share awards, restricted stock
rights
and stock option awards was $200 million, $497 million and
$26 million,
respectively, and is expected to be recognized over a weighted-
average
period of 2.0 years, 2.1 years and 2.8 years, respectively.
Additionally, as
of January 31, 2014, the weighted-average remaining life for
stock options
outstanding and stock options exercisable was 5.8 years and 2.2
years,
respectively, and had an aggregate intrinsic value of $209
million and
$82 million, respectively.
The following table includes additional information related to
restricted
stock and performance share awards and restricted stock rights:
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Fair value of restricted stock and
performance share awards vested $116 $155 $134
Fair value of restricted stock rights vested 189 168 178
The following table includes additional information related to
stock
option awards:
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Fair value of stock options vested $ 16 $ 33 $ 50
Proceeds from stock options exercised 108 320 420
Intrinsic value of stock options exercised 99 207 91
The fair value of each stock option award is estimated on the
date of
grant using the Black-Scholes-Merton option valuation model
that uses
various assumptions for inputs. The Company uses expected
volatilities
and risk-free interest rates that correlate with the expected term
of the
option when estimating an option’s fair value. The following
table provides
the weighted-average assumptions used to estimate the fair
values of
the Company’s stock options granted in fiscal 2014, 2013 and
2012:
Fiscal Years Ended January 31,
2014 2013 2012
Dividend yield (1) 2.5% 2.8% 2.9%
Volatility (2) 15.2% 16.2% 17.6%
Risk-free interest rate (3) 0.4% 0.6% 1.3%
Expected life in years (4) 3.3 3.0 3.0
Weighted-average fair value
of options granted $15.27 $10.57 $9.61
(1) Expected dividend yield is based on the anticipated
dividends over the vesting period.
(2) Expected volatility is based on historical volatility of the
Company’s stock.
(3) Risk-free interest rate is based on the U.S. Treasury yield
curve at the time of the grant.
(4) Expected life in years is based on historical exercise and
expiration activity of grants
with similar vesting periods.
Walmart 2014 Annual Report 4544 Walmart 2014 Annual
Report
Notes to Consolidated Financial Statements
Share Repurchase Program
From time to time, the Company repurchases shares of its
common stock
under share repurchase programs authorized by the Board of
Directors.
On June 6, 2013, the Company’s Board of Directors replaced
the previous
$15.0 billion share repurchase program, which had
approximately
$712 million of remaining authorization for share repurchases
as of that
date, with a new $15.0 billion share repurchase program, which
was
announced on June 7, 2013. As was the case with the replaced
share
repurchase program, the current share repurchase program has
no
expiration date or other restrictions limiting the period over
which the
Company can make share repurchases. At January 31, 2014,
authorization
for $11.3 billion of share repurchases remained under the
current share
repurchase program. Any repurchased shares are constructively
retired
and returned to an unissued status.
The Company considers several factors in determining when to
execute
share repurchases, including, among other things, current cash
needs,
capacity for leverage, cost of borrowings and the market price
of its
common stock. The following table provides, on a settlement
date
basis, the number of shares repurchased, average price paid per
share
and total cash paid for share repurchases for fiscal 2014, 2013
and 2012:
Fiscal Years Ended January 31,
(Amounts in millions, except per share data) 2014 2013 2012
Total number of shares repurchased 89.1 113.2 115.3
Average price paid per share $74.99 $67.15 $54.64
Total cash paid for share repurchases $6,683 $7,600 $6,298
4 Accumulated Other Comprehensive Income (Loss)
Effective fiscal 2014, the Company adopted accounting
guidance that requires, on a prospective basis, separate
disclosure of significant items
reclassified out of accumulated other comprehensive income
(loss) by component. The following table provides the fiscal
2014, 2013 and 2012
changes in the composition of total accumulated other
comprehensive income (loss), including the amounts
reclassified out of accumulated other
comprehensive income (loss) by component for fiscal 2014:
Currency Translation Derivative Minimum
(Amounts in millions and net of income taxes) and Other
Instruments Pension Liability Total
Balances as of January 31, 2011 $ 1,226 $ 60 $(640) $ 646
Other comprehensive income (loss) (2,032) (67) 43 (2,056)
Balances as of January 31, 2012 (806) (7) (597) (1,410)
Other comprehensive income (loss) 853 136 (166) 823
Balances as of January 31, 2013 47 129 (763) (587)
Other comprehensive income (loss) before reclassifications
(2,769) 194 149 (2,426)
Amounts reclassified from accumulated other comprehensive
income (loss) — 13 4 17
Balances as of January 31, 2014 $(2,722) $336 $(610) $(2,996)
Amounts reclassified from accumulated other comprehensive
income (loss) for derivative instruments are generally included
in interest, net, in the
Company’s Consolidated Statements of Income, and the
amounts related to the minimum pension liability are included
in operating, selling, general
and administrative expenses in the Company’s Consolidated
Statements of Income.
The Company’s unrealized net gains and losses on net
investment hedges, included in the currency translation and
other category of accumulated
other comprehensive income (loss), were not significant as of
January 31, 2014 or January 31, 2013.
5 Accrued Liabilities
The Company’s accrued liabilities consist of the following:
As of January 31,
(Amounts in millions) 2014 2013
Accrued wages and benefits (1) $ 4,652 $ 5,059
Self-insurance (2) 3,477 3,373
Accrued taxes (3) 2,554 2,851
Other (4) 8,110 7,525
Total accrued liabilities $18,793 $18,808
(1) Accrued wages and benefits include accrued wages,
salaries, vacation, bonuses and other incentive plans.
(2) Self-insurance consists of all insurance-related liabilities,
such as workers’ compensation, general liability, vehicle
liability, property liability and employee-related
health care benefits.
(3) Accrued taxes include accrued payroll, value added, sales
and miscellaneous other taxes.
(4) Other accrued liabilities consist of various items such as
maintenance, utilities, advertising and interest.
Walmart 2014 Annual Report 4746 Walmart 2014 Annual
Report
Notes to Consolidated Financial Statements
Walmart 2014 Annual Report 4746 Walmart 2014 Annual
Report
6 Short-term Borrowings and Long-term Debt
Short-term borrowings consist of commercial paper and lines of
credit. Short-term borrowings outstanding at January 31, 2014
and 2013 were
$7.7 billion and $6.8 billion, respectively. The following table
includes additional information related to the Company’s short-
term borrowings for
fiscal 2014, 2013 and 2012:
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Maximum amount outstanding at any month-end $13,318 $8,740
$9,594
Average daily short-term borrowings 8,971 6,007 6,040
Weighted-average interest rate 0.1% 0.1% 0.1%
The Company has various lines of credit, committed with 24
financial institutions, totaling $17.3 billion as of January 31,
2014 and with 27 financial
institutions, totaling $18.1 billion as of January 31, 2013. The
lines of credit, including drawn and undrawn amounts, are
summarized in the following table:
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013
Available Drawn Undrawn Available Drawn Undrawn
Five-year credit facility (1) $ 6,000 $ — $ 6,000 $ 6,258 $ —
$ 6,258
364-day revolving credit facility (2) 9,400 — 9,400 10,000 —
10,000
Stand-by letters of credit (3) 1,883 1,836 47 1,871 1,868 3
Total $17,283 $1,836 $15,447 $18,129 $1,868 $16,261
(1) In June 2013, the Company renewed and extended its
existing five-year credit facility, which is used to support its
commercial paper program.
(2) In June 2013, the Company renewed and extended its
existing 364-day revolving credit facility, which is used to
support its commercial paper program.
(3) In June 2013, the Company renewed the stand-by letters of
credit, which are used to support various potential and actual
obligations.
The committed lines of credit mature at various times between
June 2014 and June 2018, carry interest rates generally ranging
between LIBOR plus
10 basis points and LIBOR plus 75 basis points, and incur
commitment fees ranging between 1.5 and 4.0 basis points. In
conjunction with the lines of
credit listed in the table above, the Company has agreed to
observe certain covenants, the most restrictive of which relates
to the maximum amount
of secured debt.
Additionally, the Company had trade letters of credit
outstanding totaling $2.8 billion and $2.7 billion at January 31,
2014 and 2013, respectively.
Notes to Consolidated Financial Statements
The Company’s long-term debt, which includes the fair value
instruments further discussed in Note 8, consists of the
following:
January 31, 2014 January 31, 2013
Maturity Dates Average Average
(Amounts in millions) By Fiscal Year Amount Rate (1) Amount
Rate (1)
Unsecured debt
Fixed 2015-2044 $35,500 4.3% $32,476 4.6%
Variable 2015 500 5.4% 500 5.5%
Total U.S. dollar denominated 36,000 32,976
Fixed 2030 1,356 4.9% 1,358 4.9%
Variable — —
Total Euro denominated 1,356 1,358
Fixed 2031-2039 5,770 5.3% 5,550 5.3%
Variable — —
Total Sterling denominated 5,770 5,550
Fixed 2015-2021 1,490 1.3% 1,942 1.4%
Variable 2015-2016 457 0.7% 1,056 0.7%
Total Yen denominated 1,947 2,998
Total unsecured debt 45,073 42,882
Total other debt (in USD) (2) 2015-2044 801 1,099
Total debt 45,874 43,981
Less amounts due within one year (4,103) (5,587)
Long-term debt $41,771 $38,394
(1) The average rate represents the weighted-average stated
rate for each corresponding debt category, based on year-end
balances and year-end interest rates. Interest costs are
also impacted by certain derivative financial instruments
described in Note 8.
(2) A portion of other debt at January 31, 2014 and 2013
includes secured debt in the amount of $572 million and $627
million, respectively, which was collateralized by property
that had an aggregate carrying amount of approximately $471
million and $599 million, respectively.
At January 31, 2014 and 2013, the Company had $500 million
in debt with
embedded put options. The issuance of money market puttable
reset
securities in the amount of $500 million is structured to be
remarketed in
connection with the annual reset of the interest rate. If, for any
reason,
the remarketing of the notes does not occur at the time of any
interest
rate reset, the holders of the notes must sell, and the Company
must
repurchase, the notes at par. Accordingly, this issuance has been
classified
as long-term debt due within one year in the Company’s
Consolidated
Balance Sheets. Annual maturities of long-term debt during the
next
five years and thereafter are as follows:
(Amounts in millions) Annual
Fiscal Year Maturity
2015 $ 4,103
2016 4,480
2017 2,396
2018 1,107
2019 3,531
Thereafter 30,257
Total $45,874
Debt Issuances
Information on significant long-term debt issued during fiscal
2014,
is as follows:
Maturity Interest Principal
Issue Date Date Rate Amount
April 11, 2013 April 11, 2016 0.600% $1,000
April 11, 2013 April 11, 2018 1.125% 1,250
April 11, 2013 April 11, 2023 2.550% 1,750
April 11, 2013 April 11, 2043 4.000% 1,000
October 2, 2013 December 15, 2018 1.950% 1,000
October 2, 2013 October 2, 2043 4.750% 750
Total $6,750
The aggregate net proceeds from these long-term debt issuances
were
approximately $6.7 billion, which were used to pay down and
refinance
existing debt and for other general corporate purposes. The
Company
also received additional aggregate net proceeds of
approximately
$0.4 billion from other, smaller long-term debt issuances by
several
of its international operations, which were used primarily to
refinance
existing debt.
Walmart 2014 Annual Report 4948 Walmart 2014 Annual
Report
Notes to Consolidated Financial Statements
On April 11, 2013, the Company issued $1.0 billion principal
amount of its
0.600% Notes due 2016, $1.25 billion principal amount of its
1.125% Notes
due 2018, $1.75 billion principal amount of its 2.550% Notes
due 2023
and $1.0 billion principal amount of its 4.000% Notes due 2043.
The
aggregate net proceeds from these note issuances were
approximately
$5.0 billion. The notes of each series require semi-annual
interest payments
on April 11 and October 11 of each year, with the first interest
payment
made on October 11, 2013. Unless previously purchased and
canceled,
the Company will repay the notes of each series at 100% of the
principal
amount, together with accrued and unpaid interest thereon, at
maturity.
However, the Company has the right to redeem any or all of the
notes
that mature on April 11, 2023, at any time on or after January
11, 2023, and
to redeem any or all of the notes that mature on April 11, 2043,
at any
time on or after October 11, 2042, in each case at 100% of the
principal
amount, together with the accrued and unpaid interest thereon
to, but
excluding, the date of redemption. The notes of each series are
senior,
unsecured obligations of the Company and are not convertible
or exchangeable.
On October 2, 2013, the Company issued $1.0 billion principal
amount
of its 1.950% Notes due 2018 and $750 million principal
amount of its
4.750% Notes due 2043. The aggregate net proceeds from these
note
issuances were approximately $1.7 billion. The 1.950% Notes
due 2018 series
requires semi-annual interest payments on June 15 and
December 15 of
each year, with the first interest payment commencing on June
15, 2014.
The 4.750% Notes due 2043 series require semi-annual interest
payments
on October 2 and April 2 of each year, commencing on April 2,
2014.
Unless previously purchased and canceled, the Company will
repay the
notes of each series at 100% of the principal amount, together
with accrued
and unpaid interest thereon, at maturity. However, the Company
has the
right to redeem any or all of the notes that mature on October 2,
2043, at
any time on or after April 2, 2043, at 100% of the principal
amount, together
with the accrued and unpaid interest thereon to, but excluding,
the date
of redemption. The notes of each series are senior, unsecured
obligations
of the Company and are not convertible or exchangeable.
The Company did not issue any significant amounts of long-
term debt
during fiscal 2013.
7 Fair Value Measurements
The Company records and discloses certain financial and non-
financial assets and liabilities at their fair value. The fair value
of an asset is the price
at which the asset could be sold in an ordinary transaction
between unrelated, knowledgeable and willing parties able to
engage in the transaction.
A liability’s fair value is defined as the amount that would be
paid to transfer the liability to a new obligor in a transaction
between such parties,
not the amount that would be paid to settle the liability with the
creditor. 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.
Recurring Fair Value Measurements
The Company holds derivative instruments that are required to
be measured at fair value on a recurring basis. The 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 January 31, 2014 and 2013, the notional amounts and fair
values of these derivatives were as follows:
January 31, 2014 January 31, 2013
(Amounts in millions) Notional Amount Fair Value Notional
Amount Fair Value
Receive fixed-rate, pay variable-rate interest rate swaps
designated
as fair value hedges $1,000 $ 5 $ 3,445 $ 60
Receive fixed-rate, pay fixed-rate cross-currency interest rate
swaps
designated as net investment hedges 1,250 97 1,250 223
Receive fixed-rate, pay fixed-rate cross-currency interest rate
swaps
designated as cash flow hedges 3,004 453 2,944 230
Receive variable-rate, pay fixed-rate interest rate swaps
designated
as cash flow hedges 457 (2) 1,056 (8)
Receive variable-rate, pay fixed-rate forward starting interest
rate swaps
designated as cash flow hedges 2,500 166 5,000 10
Total $8,211 $719 $13,695 $515
Walmart 2014 Annual Report 4948 Walmart 2014 Annual
Report
Notes to Consolidated Financial Statements
Nonrecurring Fair Value Measurements
In addition to assets and liabilities that are 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
record any significant impairment charges to assets measured at
fair value on a nonrecurring basis during the fiscal years ended
January 31, 2014, or 2013.
Other Fair Value Disclosures
The Company records cash and cash equivalents 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 the Company’s
current incremental
borrowing rate for similar types of borrowing arrangements.
The carrying value and fair value of the Company’s long-term
debt as of January 31, 2014
and 2013, was as follows:
January 31, 2014 January 31, 2013
(Amounts in millions) Carrying Value Fair Value Carrying
Value Fair Value
Long-term debt, including amounts due within one year $45,874
$50,757 $43,981 $50,664
8 Derivative Financial Instruments
The Company uses derivative financial instruments for hedging
and
non-trading purposes to manage its exposure to changes in
interest and
currency exchange rates, as well as to maintain an appropriate
mix of
fixed- and variable-rate debt. Use of derivative financial
instruments in
hedging programs subjects the Company to certain risks, such as
market
and credit risks. Market risk represents the possibility that the
value of the
derivative financial instrument will change. In a hedging
relationship, the
change in the value of the derivative financial instrument is
offset to a
great extent by the change in the value of the underlying hedged
item.
Credit risk related to a derivative financial instrument
represents the
possibility that the counterparty will not fulfill the terms of the
contract.
The notional, or contractual, amount of the Company’s
derivative finan-
cial instruments is used to measure interest to be paid or
received and
does not represent the Company’s exposure due to credit risk.
Credit risk
is monitored through established approval procedures, including
setting
concentration limits by counterparty, reviewing credit ratings
and requiring
collateral (generally cash) from the counterparty when
appropriate.
The Company only enters into derivative transactions with
counterparties
rated “A-” or better by nationally recognized credit rating
agencies.
Subsequent to entering into derivative transactions, the
Company regularly
monitors the credit ratings of its counterparties. In connection
with
various derivative agreements, including master netting
arrangements,
the Company held cash collateral from counterparties of $641
million
and $413 million at January 31, 2014 and January 31, 2013,
respectively.
The Company records cash collateral received as amounts due
to the
counterparties exclusive of any derivative asset. Furthermore, as
part of
the master netting arrangements with these counterparties, the
Company is also required to post collateral if the Company’s
net deriva-
tive liability position exceeds $150 million with any
counterparty. The
Company did not have any cash collateral posted with
counterparties
at January 31, 2014 or January 31, 2013. The Company records
cash
collateral it posts with counterparties as amounts receivable
from those
counterparties exclusive of any derivative liability.
The Company uses derivative financial instruments for the
purpose of
hedging its exposure to interest and currency exchange rate
risks and,
accordingly, the contractual terms of a hedged instrument
closely mirror
those of the hedged item, providing a high degree of risk
reduction and
correlation. Contracts that are effective at meeting the risk
reduction and
correlation criteria are recorded using hedge accounting. If a
derivative
financial instrument is recorded using hedge accounting,
depending on
the nature of the hedge, changes in the fair value of the
instrument will
either be offset against the change in fair value of the hedged
assets,
liabilities or firm commitments through earnings or be
recognized in
accumulated other comprehensive income (loss) until the
hedged item
is recognized in earnings. Any hedge ineffectiveness is
immediately
recognized in earnings. The Company’s net investment and
cash flow
instruments are highly effective hedges and the ineffective
portion has
not been, and is not expected to be, significant. Instruments that
do
not meet the criteria for hedge accounting, or contracts for
which the
Company has not elected hedge accounting, are recorded at fair
value
with unrealized gains or losses reported in earnings during the
period
of the change.
Fair Value Instruments
The Company is a party to receive fixed-rate, pay variable-rate
interest
rate swaps that the Company uses to hedge the fair value of
fixed-rate
debt. The notional amounts are used to measure interest to be
paid or
received and do not represent the Company’s exposure due to
credit
loss. The Company’s interest rate swaps that receive fixed-
interest rate
payments and pay variable-interest rate payments are designated
as
fair value hedges. As the specific terms and notional amounts of
the
derivative instruments match those of the fixed-rate debt being
hedged,
the derivative instruments are assumed to be perfectly effective
hedges.
Changes in the fair values of these derivative instruments are
recorded
in earnings, but are offset by corresponding changes in the fair
values
of the hedged items, also recorded in earnings, and,
accordingly, do not
impact the Company’s Consolidated Statements of Income.
These fair
value instruments will mature on dates ranging from February
2014 to
May 2014.
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Notes to Consolidated Financial Statements
Walmart 2014 Annual Report 5150 Walmart 2014 Annual
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Net Investment Instruments
The Company is a party to cross-currency interest rate swaps
that the
Company uses to hedge its net investments. The agreements are
contracts to exchange fixed-rate payments in one currency for
fixed-rate
payments in another currency. All changes in the fair value of
these
instruments are recorded in accumulated other comprehensive
income
(loss), offsetting the currency translation adjustment of the
related
investment that is also recorded in accumulated other
comprehensive
income (loss). These instruments will mature on dates ranging
from
October 2023 to February 2030.
The Company has issued foreign-currency-denominated long-
term debt
as hedges of net investments of certain of its foreign operations.
These
foreign-currency-denominated long-term debt issuances are
designated
and qualify as nonderivative hedging instruments. Accordingly,
the
foreign currency translation of these debt instruments is
recorded in
accumulated other comprehensive income (loss), offsetting the
foreign
currency translation adjustment of the related net investments
that is
also recorded in accumulated other comprehensive income
(loss). At
January 31, 2014 and January 31, 2013, the Company had ¥200
billion and
¥275 billion, respectively, of outstanding long-term debt
designated as
a hedge of its net investment in Japan, as well as outstanding
long-term
debt of £2.5 billion at January 31, 2014 and January 31, 2013,
that was
designated as a hedge of its net investment in the United
Kingdom.
These nonderivative net investment hedges will mature on dates
ranging from August 2014 to January 2039.
Cash Flow Instruments
The Company is a party to receive variable-rate, pay fixed-rate
interest
rate swaps that the Company uses to hedge the interest rate risk
of certain
non-U.S. denominated debt. The swaps are designated as cash
flow
hedges of interest expense risk. Amounts reported in
accumulated other
comprehensive income (loss) related to these derivatives are
reclassified
from accumulated other comprehensive income (loss) to
earnings as
interest is expensed for the Company’s variable-rate debt,
converting the
variable-rate interest expense into fixed-rate interest expense.
These
cash flow instruments will mature on dates ranging from August
2014
to July 2015.
The Company is also a party to receive fixed-rate, pay fixed-
rate cross-
currency interest rate swaps to hedge the currency exposure
associated
with the forecasted payments of principal and interest of certain
non-U.S.
denominated debt. The swaps are designated as cash flow
hedges of
the currency risk related to payments on the non-U.S.
denominated
debt. The effective portion of changes in the fair value of
derivatives
designated as cash flow hedges of foreign exchange risk is
recorded in
accumulated other comprehensive income (loss) and is
subsequently
reclassified into earnings in the period that the hedged
forecasted
transaction affects earnings. The hedged items are recognized
foreign
currency-denominated liabilities that are remeasured at spot
exchange
rates each period, and the assessment of effectiveness (and
measure-
ment of any ineffectiveness) is based on total changes in the
related
derivative’s cash flows. As a result, the amount reclassified into
earnings
each period includes an amount that offsets the related
transaction gain
or loss arising from that remeasurement and the adjustment to
earnings
for the period’s allocable portion of the initial spot-forward
difference
associated with the hedging instrument. These cash flow
instruments
will mature on dates ranging from September 2029 to March
2034.
The Company also uses forward starting receive variable-rate,
pay
fixed-rate swaps (“forward starting swaps”), to hedge its
exposure to
the variability in future cash flows due to changes in the LIBOR
swap rate
for 10- and 30-year debt issuances forecasted to occur in the
future.
Amounts reported in accumulated other comprehensive income
(loss)
related to these derivatives will be reclassified from
accumulated other
comprehensive income (loss) to earnings as interest expense is
incurred
on the forecasted hedged fixed-rate debt, adjusting interest
expense to
reflect the fixed-rate entered into by the forward starting swaps.
These
cash flow instruments hedge forecasted interest payments to be
made
through May 2044. These forward starting swaps will be
terminated on
the day the hedged forecasted debt issuances occur, but no later
than
October 31, 2014, if the hedged forecasted debt issuances do
not occur.
The Company terminated forward starting swaps with an
aggregate
notional amount of $2.5 billion by making a cash payment to the
related
counterparties of $74 million in connection with the April 2013
debt
issuances described in Note 6. The $74 million loss was
recorded in
accumulated other comprehensive income (loss) and will be
reclassified
to earnings over the life of the related debt, effectively
adjusting
interest expense to reflect the fixed-rate entered into by the
forward
starting swaps.
Notes to Consolidated Financial Statements
Financial Statement Presentation
Although subject to master netting arrangements, the Company
does not offset derivative assets and derivative liabilities in its
Consolidated Balance
Sheets. Derivative instruments with an unrealized gain are
recorded in the Company’s Consolidated Balance Sheets as
either current or non-current
assets, based on maturity date, and those hedging instruments
with an unrealized loss are recorded as either current or non-
current liabilities, based
on maturity date.
The Company’s derivative instruments, as well as its
nonderivative debt instruments designated and qualifying as net
investment hedges, were classified
as follows in the Company’s Consolidated Balance Sheets:
January 31, 2014 January 31, 2013
Fair Value Net Investment Cash Flow Fair Value Net
Investment Cash Flow
(Amounts in millions) Instruments Instruments Instruments
Instruments Instruments Instruments
Derivative instruments
Prepaid expenses and other $ 5 $ — $ — $29 $ — $ —
Other assets and deferred charges — 97 619 31 223 327
Derivative asset subtotals $ 5 $ 97 $619 $60 $ 223 $327
Accrued liabilities $— $ — $ 1 $— $ — $ 4
Deferred income taxes and other — — 1 — — 91
Derivative liability subtotals $— $ — $ 2 $— $ — $ 95
Nonderivative hedging instruments
Long-term debt due within one year $— $ 973 $ — $— $ 818
$ —
Long-term debt — 5,095 — — 6,145 —
Nonderivative hedge
liability subtotals $— $6,068 $ — $— $6,963 $ —
Gains and losses related to the Company’s derivatives primarily
relate to interest rate hedges, which are included in interest, net,
in the Company’s
Consolidated Statements of Income. Amounts related to the
Company’s derivatives expected to be reclassified from
accumulated other comprehensive
income (loss) to net income during the next 12 months are not
significant.
9 Taxes
Income from Continuing Operations
The components of income from continuing operations before
income
taxes are as follows:
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
U.S. $19,412 $19,352 $18,685
Non-U.S. 5,244 6,310 5,647
Total income from continuing
operations before income taxes $24,656 $25,662 $24,332
A summary of the provision for income taxes is as follows:
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Current:
U.S. federal $6,377 $5,611 $4,596
U.S. state and local 719 622 743
International 1,523 1,743 1,383
Total current tax provision 8,619 7,976 6,722
Deferred:
U.S. federal (72) 38 1,444
U.S. state and local 37 (8) 57
International (479) (48) (299)
Total deferred tax expense (benefit) (514) (18) 1,202
Total provision for income taxes $8,105 $7,958 $7,924
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Notes to Consolidated Financial Statements
Effective Income Tax Rate Reconciliation
The Company’s effective income tax rate is typically lower than
the U.S.
statutory tax rate primarily because of benefits from lower-
taxed global
operations, including the use of global funding structures and
certain
U.S. tax credits as further discussed in the “Cash and Cash
Equivalents”
section of the Company’s significant accounting policies in
Note 1. The
Company’s non-U.S. income is generally subject to local
country tax rates
that are below the 35% U.S. statutory tax rate. Certain non-U.S.
earnings
have been indefinitely reinvested outside the U.S. and are not
subject to
current U.S. income tax. A reconciliation of the significant
differences
between the U.S. statutory tax rate and the effective income tax
rate on
pretax income from continuing operations is as follows:
Fiscal Years Ended January 31,
2014 2013 2012
U.S. statutory tax rate 35.0% 35.0% 35.0%
U.S. state income taxes, net of
federal income tax benefit 2.0% 1.7% 2.0%
Income taxed outside the U.S. (2.8)% (2.6)% (2.8)%
Net impact of repatriated
international earnings (1.4)% (2.5)% (0.3)%
Other, net 0.1% (0.6)% (1.3)%
Effective income tax rate 32.9% 31.0% 32.6%
Deferred Taxes
The significant components of the Company’s deferred tax
account
balances are as follows:
January 31,
(Amounts in millions) 2014 2013
Deferred tax assets:
Loss and tax credit carryforwards $ 3,566 $ 3,525
Accrued liabilities 2,986 2,683
Share-based compensation 126 204
Other 1,573 1,500
Total deferred tax assets 8,251 7,912
Valuation allowances (1,801) (2,225)
Deferred tax assets, net of valuation allowance 6,450 5,687
Deferred tax liabilities:
Property and equipment 6,295 5,830
Inventories 1,641 1,912
Other 1,827 1,157
Total deferred tax liabilities 9,763 8,899
Net deferred tax liabilities $ 3,313 $ 3,212
The deferred taxes are classified as follows in the Company’s
Consolidated Balance Sheets:
January 31,
(Amounts in millions) 2014 2013
Balance Sheet classification:
Assets:
Prepaid expenses and other $ 822 $ 520
Other assets and deferred charges 1,151 757
Asset subtotals 1,973 1,277
Liabilities:
Accrued liabilities 176 116
Deferred income taxes and other 5,110 4,373
Liability subtotals 5,286 4,489
Net deferred tax liabilities $3,313 $3,212
Unremitted Earnings
United States income taxes have not been provided on
accumulated
but undistributed earnings of the Company’s international
subsidiaries
of approximately $21.4 billion and $19.2 billion as of January
31, 2014
and 2013, respectively, as the Company intends to permanently
reinvest
these amounts outside of the United States. However, if any
portion were
to be distributed, the related U.S. tax liability may be reduced
by foreign
income taxes paid on those earnings. Determination of the
unrecognized
deferred tax liability related to these undistributed earnings is
not
practicable because of the complexities with its hypothetical
calculation.
The Company provides deferred or current income taxes on
earnings of
international subsidiaries in the period that the Company
determines it
will remit those earnings.
Net Operating Losses, Tax Credit Carryforwards
and Valuation Allowances
At January 31, 2014, the Company had net operating loss and
capital loss
carryforwards totaling approximately $6.1 billion. Of these
carryforwards,
approximately $3.6 billion will expire, if not utilized, in various
years
through 2024. The remaining carryforwards have no expiration.
At
January 31, 2014, the Company had foreign tax credit
carryforwards of
$1.8 billion, which will expire in various years through 2024, if
not utilized.
The recoverability of these future tax deductions and credits is
evaluated
by assessing the adequacy of future expected taxable income
from all
sources, including taxable income in prior carryback years,
reversal of
taxable temporary differences, forecasted operating earnings
and
available tax planning strategies. To the extent management
does not
consider it more likely than not that a deferred tax asset will be
realized,
a valuation allowance is established. If a valuation allowance
has been
established and management subsequently determines that it is
more
likely than not that the deferred tax assets will be realized, the
valuation
allowance is released.
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Notes to Consolidated Financial Statements
As of January 31, 2014 and 2013, the Company had valuation
allowances
recorded of approximately $1.8 billion and $2.2 billion,
respectively, on
deferred tax assets associated primarily with net operating loss
carry-
forwards for which management has determined it is more likely
than
not that the deferred tax asset will not be realized. The $0.4
billion net
decrease in the valuation allowance during fiscal 2014 related to
releases
arising from the use of deferred tax assets, changes in judgment
regarding
the future realization of deferred tax assets, increases from
certain net
operating losses and deductible temporary differences arising in
fiscal 2014,
decreases due to operating and capital loss expirations and
fluctuations
in currency exchange rates. Management believes that it is more
likely
than not that the remaining net deferred tax assets will be fully
realized.
Uncertain Tax Positions
The benefits of uncertain tax positions are recorded in the
Company’s
Consolidated Financial Statements only after determining a
more likely
than not probability that the uncertain tax positions will
withstand
challenge, if any, from taxing authorities.
As of January 31, 2014 and 2013, the amount of unrecognized
tax
benefits related to continuing operations was $763 million and
$818 million,
respectively. The amount of unrecognized tax benefits that
would affect
the Company’s effective income tax rate was $698 million and
$741 million
for January 31, 2014 and 2013, respectively.
A reconciliation of unrecognized tax benefits from continuing
operations
was as follows:
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Unrecognized tax benefits,
beginning of year $ 818 $ 611 $ 795
Increases related to prior year
tax positions 41 88 87
Decreases related to prior year
tax positions (112) (232) (162)
Increases related to current year
tax positions 133 431 56
Settlements during the period (117) (80) (161)
Lapse in statutes of limitations — — (4)
Unrecognized tax benefits,
end of year $ 763 $ 818 $ 611
The Company classifies interest and penalties related to
uncertain tax
benefits as interest expense and as operating, selling, general
and
administrative expenses, respectively. During fiscal 2014, 2013
and 2012,
the Company recognized interest and penalty expense (benefit)
related
to uncertain tax positions of $(7) million, $2 million and $(19)
million,
respectively. As of January 31, 2014 and 2013, accrued interest
related to
uncertain tax positions of $40 million and $139 million,
respectively, was
recorded in the Company’s Consolidated Balance Sheets. The
Company
did not have any accrued penalties recorded for income taxes as
of
January 31, 2014 or 2013.
During the next twelve months, it is reasonably possible that tax
audit
resolutions could reduce unrecognized tax benefits by between
$50 million and $250 million, either because the tax positions
are sustained
on audit or because the Company agrees to their disallowance.
The
Company is focused on resolving tax audits as expeditiously as
possible.
As a result of these efforts, unrecognized tax benefits could
potentially
be reduced beyond the provided range during the next twelve
months.
The Company does not expect any change to have a significant
impact
to its Consolidated Financial Statements.
The Company remains subject to income tax examinations for
its U.S.
federal income taxes generally for fiscal 2012 through 2014.
The Company
also remains subject to income tax examinations for
international
income taxes for fiscal 2006 through 2014, and for U.S. state
and local
income taxes generally for the fiscal years ended 2009 through
2014.
Other Taxes
The Company is subject to tax examinations for payroll, value
added,
sales-based and other non-income taxes. A number of these
examinations
are ongoing in various jurisdictions, including Brazil. In certain
cases,
the Company has received assessments from the taxing
authorities in
connection with these examinations. Where a probable loss has
occurred,
the Company has made accruals, which are reflected in the
Company’s
Consolidated Financial Statements. While the possible losses or
range of possible losses associated with these matters are
individually
immaterial, a group of related matters, if decided adversely to
the
Company, could result in a liability material to the Company’s
Consolidated
Financial Statements.
10 Contingencies
Legal Proceedings
The Company is involved in a number of legal proceedings. The
Company
has made accruals with respect to these matters, where
appropriate,
which are reflected in the Company’s Consolidated Financial
Statements.
For some matters, a liability is not probable or the amount
cannot be
reasonably estimated, and therefore an accrual has not been
made.
However, where a liability is reasonably possible and material,
such matters
have been disclosed. 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’s
shareholders.
Unless stated otherwise, the matters, or groups of related
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 condition or results of operations.
Wage-and-Hour Class Action: The Company is a defendant in
Braun/Hummel v. Wal-Mart Stores, Inc., a class-action lawsuit
commenced
in March 2002 in the Court of Common Pleas in Philadelphia,
Pennsylvania.
The plaintiffs allege that the Company failed to pay class
members for all
hours worked and prevented class members from taking their
full meal
and rest breaks. On October 13, 2006, a jury awarded back-pay
damages
to the plaintiffs of approximately $78 million on their claims
for off-the-
clock work and missed rest breaks. The jury found in favor of
the Company
on the plaintiffs’ meal-period claims. On November 14, 2007,
the trial
judge entered a final judgment in the approximate amount of
$188 million,
which included the jury’s back-pay award plus statutory
penalties, pre-
judgment interest and attorneys’ fees. By operation of law, post-
judgment
interest accrues on the judgment amount at the rate of six
percent per
annum from the date of entry of the judgment, which was
November 14,
2007, until the judgment is paid, unless the judgment is set
aside on
appeal. On December 7, 2007, the Company filed its Notice of
Appeal.
The Company filed its opening appellate brief on February 17,
2009,
plaintiffs filed their response brief on April 20, 2009, and the
Company
Walmart 2014 Annual Report 5554 Walmart 2014 Annual
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Notes to Consolidated Financial Statements
Walmart 2014 Annual Report 5554 Walmart 2014 Annual
Report
filed its reply brief on June 5, 2009. Oral argument was held
before the
Pennsylvania Superior Court of Appeals on August 19, 2009.
On June 10,
2011, the court issued an opinion upholding the trial court’s
certification
of the class, the jury’s back pay award, and the awards of
statutory
penalties and prejudgment interest, but reversing the award of
attorneys’
fees. On September 9, 2011, the Company filed a Petition for
Allowance
of Appeal with the Pennsylvania Supreme Court. On July 2,
2012, the
Pennsylvania Supreme Court granted the Company’s Petition.
The
Company served its opening brief in the Pennsylvania Supreme
Court
on October 22, 2012, plaintiffs served their response brief on
January 22,
2013, and the Company served its reply on February 28, 2013.
Oral
argument was held in the Pennsylvania Supreme Court on May
8, 2013.
No decision has been issued. The Company believes it has
substantial
factual and legal defenses to the claims at issue, and plans to
continue
pursuing appellate review.
Gender Discrimination Class Actions: The Company is a
defendant in
Dukes v. Wal-Mart Stores, Inc., which was commenced as a
class-action
lawsuit in June 2001 in the United States District Court for the
Northern
District of California, asserting that the Company had engaged
in a
pattern and practice of discriminating against women in
promotions,
pay, training and job assignments, and seeking, among other
things,
injunctive relief, front pay, back pay, punitive damages and
attorneys’
fees. On June 21, 2004, the district court issued an order
granting in part
and denying in part the plaintiffs’ motion for class certification.
As
defined by the district court, the class included “[a]ll women
employed at
any Wal-Mart domestic retail store at any time since December
26, 1998,
who have been or may be subjected to Wal-Mart’s challenged
pay and
management track promotions policies and practices.” The
Company
appealed the order to the Ninth Circuit Court of Appeals and
subsequently
to the United States Supreme Court. On June 20, 2011, the
Supreme
Court issued an opinion decertifying the class and remanding
the case
to the district court. On October 27, 2011, the plaintiffs’
attorneys filed an
amended complaint proposing a class of current and former
female
associates at the Company’s California retail facilities, and the
Company
filed a motion to dismiss on January 13, 2012. On September
21, 2012, the
court denied the motion. The plaintiffs filed a motion for class
certification
on April 15, 2013. On August 2, 2013, the court denied the
motion. On
August 16, 2013, the plaintiffs filed a petition for permission to
appeal that
ruling to the U.S. Court of Appeals for the Ninth Circuit. On
November 18,
2013, the Ninth Circuit denied that petition.
On October 28, 2011, the attorneys for the plaintiffs in the
Dukes case
filed a similar complaint in the United States District Court for
the
Northern District of Texas entitled Odle v. Wal-Mart Stores,
Inc., proposing
a class of current and former female associates employed in any
Walmart
region that includes stores located in the state of Texas. On
October 15,
2012, the court in the Odle case granted the Company’s motion
to dismiss,
dismissing with prejudice the plaintiffs’ class-action allegations
and the
individual claims of the lead plaintiff, Stephanie Odle. On
March 19, 2013,
the U.S. Court of Appeals for the Fifth Circuit denied the
plaintiffs’ petition
for permission to appeal. On October 2, 2012, the plaintiffs’
attorneys
filed another similar complaint in the United States District
Court for
the Middle District of Tennessee entitled Phipps v. Wal-Mart
Stores, Inc.,
proposing a class of current and former female associates
employed in
“Region 43, centered in Middle and Western Tennessee.” On
February 20,
2013, the court in the Phipps case granted the Company’s
motion to
dismiss, dismissing with prejudice the plaintiffs’ class-action
allegations.
On September 11, 2013, the U.S. Court of Appeals for the Sixth
Circuit
granted the plaintiffs’ petition for permission to appeal that
ruling. On
October 4, 2012, the plaintiffs’ attorneys filed another similar
complaint in
the United States District Court for the Southern District of
Florida entitled
Love v. Wal-Mart Stores, Inc., proposing a class of current and
former
female associates employed in certain designated stores and
clubs in
regions centered in the state of Florida. On September 23, 2013,
the court
in the Love case granted the Company’s motion to dismiss,
dismissing
with prejudice the plaintiffs’ class-action allegations. Finally,
on February 20,
2013, the plaintiffs’ attorneys filed another similar complaint in
the
United States District Court for the Western District of
Wisconsin entitled
Ladik v. Wal-Mart Stores, Inc., proposing a class of current and
former
female associates employed in “Region 14, which includes Wal-
Mart retail
stores located in parts of Wisconsin, Illinois, Indiana and
Michigan.” On
May 24, 2013, the court in the Ladik case granted the
Company’s motion
to dismiss, dismissing with prejudice the plaintiffs’ class-action
allegations.
On June 13, 2013, the U.S. Court of Appeals for the Seventh
Circuit denied
the plaintiffs’ petition for permission to appeal. Management
does not
believe any possible loss or the range of any possible loss that
may be
incurred in connection with these matters will be material to the
Company’s financial condition or results of operations.
FCPA Investigation and Related Matters
The Audit Committee (the “Audit Committee”) of the Board of
Directors
of the Company, which is composed solely of independent
directors, is
conducting an internal investigation into, among other things,
alleged
violations of the U.S. Foreign Corrupt Practices Act (“FCPA”)
and other
alleged crimes or misconduct in connection with foreign
subsidiaries,
including Wal-Mart de México, S.A.B. de C.V. (“Walmex”),
and whether
prior allegations of such violations and/or misconduct were
appropriately
handled by the Company. The Audit Committee and the
Company have
engaged outside counsel from a number of law firms and other
advisors
who are assisting in the on-going investigation of these matters.
The Company is also conducting a voluntary global review of
its policies,
practices and internal controls for FCPA compliance. The
Company is
engaged in strengthening its global anti-corruption compliance
program
through appropriate remedial anti-corruption measures. In
November
2011, the Company voluntarily disclosed that investigative
activity to the
U.S. Department of Justice (the “DOJ”) and the Securities and
Exchange
Commission (the “SEC”). Since the implementation of the
global review
and the enhanced anti-corruption compliance program, the Audit
Committee and the Company have identified or been made
aware of
additional allegations regarding potential violations of the
FCPA. When
such allegations are reported or identified, the Audit Committee
and the
Company, together with their third party advisors, conduct
inquiries and
when warranted based on those inquiries, open investigations.
Inquiries
or investigations regarding allegations of potential FCPA
violations have
been commenced in a number of foreign markets where the
Company
operates, including, but not limited to, Brazil, China and India.
The Company has been informed by the DOJ and the SEC that it
is also
the subject of their respective investigations into possible
violations of
the FCPA. The Company is cooperating with the investigations
by the
DOJ and the SEC. A number of federal and local government
agencies
in Mexico have also initiated investigations of these matters.
Walmex
is cooperating with the Mexican governmental agencies
conducting
these investigations. Furthermore, lawsuits relating to the
matters under
investigation have been filed by several of the Company’s
shareholders
against it, certain of its current directors, certain of its former
directors,
certain of its current and former officers and certain of
Walmex’s current
and former officers.
Notes to Consolidated Financial Statements
The Company could be exposed to a variety of negative
consequences
as a result of the matters noted above. There could be one or
more
enforcement actions in respect of the matters that are the
subject of
some or all of the on-going government investigations, and such
actions, if brought, may result in judgments, settlements, fines,
penalties,
injunctions, cease and desist orders, debarment or other relief,
criminal
convictions and/or penalties. The shareholder lawsuits may
result in
judgments against the Company and its current and former
directors
and officers named in those proceedings. The Company cannot
predict
at this time the outcome or impact of the government
investigations,
the shareholder lawsuits, or its own internal investigations and
review. In
addition, the Company expects to incur costs in responding to
requests
for information or subpoenas seeking documents, testimony and
other
information in connection with the government investigations,
in
defending the shareholder lawsuits, and in conducting the
review and
investigations. These costs will be expensed as incurred. For
fiscal 2014
and 2013, the Company incurred expenses of approximately
$282 million
and $157 million, respectively, related to these matters. Of
these expenses,
approximately $173 million and $100 million, respectively,
represent costs
incurred for the ongoing inquiries and investigations and $109
million
and $57 million, respectively, relate to the Company’s global
compliance
program and organizational enhancements. These matters may
require
the involvement of certain members of the Company’s senior
manage-
ment that could impinge on the time they have available to
devote to
other matters relating to the business. The Company expects
that there
will be on-going media and governmental interest, including
additional
news articles from media publications on these matters, which
could
impact the perception among certain audiences of the
Company’s role
as a corporate citizen.
The Company’s process of assessing and responding to the
governmental
investigations and the shareholder lawsuits continues. While the
Company
believes that it is probable that it will incur a loss from these
matters,
given the on-going nature and complexity of the review,
inquiries and
investigations, the Company cannot reasonably estimate any
loss or
range of loss that may arise from these matters. Although the
Company
does not presently believe that these matters will have a
material
adverse effect on its business, given the inherent uncertainties
in such
situations, the Company can provide no assurance that these
matters
will not be material to its business in the future.
11 Commitments
The Company has long-term leases for stores and equipment.
Rentals
(including amounts applicable to taxes, insurance, maintenance,
other
operating expenses and contingent rentals) under operating
leases
and other short-term rental arrangements were $2.8 billion, $2.6
billion
and $2.4 billion in fiscal 2014, 2013 and 2012, respectively.
Aggregate minimum annual rentals at January 31, 2014, under
non-cancelable leases are as follows:
(Amounts in millions) Operating Capital
Fiscal Year Leases Leases
2015 $ 1,734 $ 586
2016 1,632 558
2017 1,462 519
2018 1,314 479
2019 1,192 438
Thereafter 9,836 3,711
Total minimum rentals $17,170 $6,291
Less estimated executory costs 60
Net minimum lease payments 6,231
Less imputed interest 3,134
Present value of minimum lease payments $3,097
Certain of the Company’s leases provide for the payment of
contingent
rentals based on a percentage of sales. Such contingent rentals
were
immaterial for fiscal 2014, 2013 and 2012. Substantially all of
the Company’s
store leases have renewal options, some of which may trigger an
escalation in rentals.
The Company has future lease commitments for land and
buildings for
approximately 317 future locations. These lease commitments
have lease
terms ranging from 4 to 40 years and provide for certain
minimum
rentals. If executed, payments under operating leases would
increase
by $49 million for fiscal 2015, based on current cost estimates.
In connection with certain long-term debt issuances, the
Company
could be liable for early termination payments if certain
unlikely events
were to occur. At January 31, 2014, the aggregate termination
payment
would have been $74 million. The arrangement pursuant to
which this
payment could be made will expire in fiscal 2019.
12 Retirement-Related Benefits
The Company offers 401(k) plans for associates in the United
States
and Puerto Rico, under which associates generally become
participants
following one year of employment. Under these plans, the
Company
matches 100% of participant contributions up to 6% of annual
eligible
earnings. The matching contributions immediately vest at 100%
for each
associate. Participants can contribute up to 50% of their pretax
earnings,
but not more than the statutory limits. Participants age 50 or
older may
defer additional earnings in catch-up contributions up to the
maximum
statutory limits.
Associates in international countries who are not U.S. citizens
are covered
by various defined contribution post-employment benefit
arrangements.
These plans are administered based upon the legislative and tax
requirements in the countries in which they are established.
Additionally, the Company’s subsidiaries in the United
Kingdom (“Asda”)
and Japan have sponsored defined benefit pension plans. The
plan in
the United Kingdom was underfunded by $69 million and $346
million
at January 31, 2014 and 2013, respectively. The plan in Japan
was under-
funded by $281 million and $338 million at January 31, 2014
and 2013,
Walmart 2014 Annual Report 5756 Walmart 2014 Annual
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Notes to Consolidated Financial Statements
respectively. These underfunded amounts are recorded as
liabilities in the
Company’s Consolidated Balance Sheets in deferred income
taxes and
other. Certain other international operations also have defined
benefit
arrangements that are not significant.
In fiscal 2012, Asda and the trustees of Asda’s defined benefit
plan agreed
to remove future benefit accruals from the plan and, with the
consent
of a majority of the plan participants, also removed the link
between
past accrual and future pay increases. In return, Asda paid
approximately
$70 million in fiscal 2012 to the plan participants. The related
curtailment
gain of approximately $90 million was recorded in fiscal 2012
as a decrease
to deferred actuarial losses in other comprehensive income.
The following table summarizes the contribution expense
related to the
Company’s retirement-related benefits for fiscal 2014, 2013 and
2012:
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Defined contribution plans:
U.S. $ 877 $ 818 $ 752
International 165 166 230
Defined benefit plans:
International 20 26 54
Total contribution expense for
retirement-related benefits $1,062 $1,010 $1,036
13 Acquisitions, Disposals and Related Items
The Company has completed, or is in process of completing, the
following
transactions that impact the operations of Walmart
International:
India Operations
During fiscal 2014, the Company acquired, for $100 million, the
remaining
ownership interest in Bharti Walmart Private Limited,
previously a joint
venture between Bharti Ventures Limited (“Bharti”) and the
Company
established in 2007, which operated the Company’s wholesale
cash &
carry business in India. Upon completion of the transaction, the
Company
became the sole owner of the cash & carry business in India. In
addition,
the Company also terminated its joint venture, franchise and
supply
agreements with Bharti Retail Limited (“Bharti Retail”), which
operates
Bharti’s retail business in India, and transferred its investment
in that
business to Bharti. In connection with the agreements related to
the
Bharti retail business, the Company paid and forgave
indebtedness of
approximately $234 million and recorded a net loss of
approximately
$151 million in the Company’s Consolidated Statements of
Income.
Walmart Chile
In September 2013, certain redeemable noncontrolling interest
shareholders exercised put options that required the Company
to
purchase a portion of their shares in Walmart Chile at the
mutually
agreed upon redemption value to be determined after exercise of
the put options. In fiscal 2014, the Company recorded an
increase to
redeemable noncontrolling interest of $1.0 billion, with a
corresponding
decrease to capital in excess of par value, to reflect the
estimated
redemption value of the redeemable noncontrolling interest at
$1.5 billion.
Subsequent to the initial exercise, the Company negotiated with
the
redeemable noncontrolling interest shareholders to acquire all
of their
redeemable noncontrolling interest shares. The Company
completed
this transaction in February 2014, after period end, using its
existing cash
and bringing its ownership interest in Walmart Chile to
approximately
99.7 percent. The Company has since initiated a tender offer for
the
remaining 0.3 percent noncontrolling interest held by the public
in
Chile at the same value per share as was paid to the redeemable
noncontrolling interest shareholders. The tender offer will
expire in
the first quarter of fiscal 2015.
Vips Restaurant Business in Mexico
In September 2013, Walmex, a majority-owned subsidiary of the
Company,
entered into a definitive agreement with Alsea S.A.B. de C.V. to
dispose
of Walmex’s Vips restaurant business (“Vips”) in Mexico for
approximately
$625 million. Accordingly, the Vips operating results are
presented as
discontinued operations in the Company’s Consolidated
Statements of
Income for fiscal 2014, 2013 and 2012. Additionally, the Vips
assets and
liabilities to be disposed of are reported separately in the
Company’s
Consolidated Balance Sheets as of January 31, 2014. The Vips
sale is
subject to approval by Mexican regulatory authorities and is
currently
expected to close during the first half of fiscal 2015. Upon
completion
of this transaction, the Company expects to record a net gain,
which will
be recorded in discontinued operations in the Company’s
Consolidated
Statements of Income.
14 Segments
The Company is engaged in the operation of retail, wholesale
and other
units located in the U.S., Africa, Argentina, Brazil, Canada,
Central
America, Chile, China, India, Japan, Mexico and the United
Kingdom.
The Company’s operations are conducted in three reportable
business
segments: Walmart U.S., Walmart International and Sam’s
Club. The
Company defines its segments as those operations whose results
its chief
operating decision maker (“CODM”) regularly reviews to
analyze perfor-
mance and allocate resources. The Company sells similar
individual prod-
ucts 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
merchant con-
cept in the U.S. operating under the “Walmart” or “Wal-Mart”
brands, as
well as walmart.com. The Walmart International segment
consists of the
Company’s operations outside of the U.S., including various
retail web-
sites. The Sam’s Club segment includes the warehouse
membership
clubs in the U.S., as well as samsclub.com. Corporate and
support con-
sists of corporate overhead and other items not allocated to any
of the
Company’s segments.
The Company measures the results of its segments using, among
other
measures, each segment’s net sales and operating income, which
includes certain corporate overhead allocations. From time to
time, the
Company revises the measurement of each segment’s operating
income, including any corporate overhead allocations, as
determined by
the information regularly reviewed by its CODM. When the
measure-
ment of a segment changes, previous period amounts and
balances are
reclassified to be comparable to the current period’s
presentation.
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Notes to Consolidated Financial Statements
Information for the Company’s segments, as well as the
reconciliation to income from continuing operations before
income taxes, is provided in the
following table:
Walmart Corporate and
(Amounts in millions) Walmart U.S. International Sam’s Club
Support Consolidated
Fiscal Year Ended January 31, 2014
Net sales $279,406 $136,513 $57,157 $ — $473,076
Operating income (loss) 22,351 5,454 1,975 (2,908) 26,872
Interest expense, net (2,216)
Income from continuing operations before income taxes $
24,656
Total assets $ 98,745 $ 85,370 $14,053 $ 6,583 $204,751
Depreciation and amortization 4,660 2,658 645 907 8,870
Capital Expenditures 6,378 4,463 1,071 1,203 13,115
Fiscal Year Ended January 31, 2013
Net sales $ 274,433 $134,748 $56,423 $ — $465,604
Operating income (loss) 21,491 6,617 1,960 (2,343) 27,725
Interest Expense, net (2,063)
Income from continuing operations before income taxes $
25,662
Total assets $ 96,234 $ 85,695 $13,479 $ 7,697 $203,105
Depreciation and amortization 4,586 2,605 617 670 8,478
Capital Expenditures 5,994 4,640 868 1,396 12,898
Fiscal Year Ended January 31, 2012
Net sales $ 264,186 $125,435 $53,795 $ — $443,416
Operating income (loss) 20,381 6,113 1,844 (1,847) 26,491
Interest Expense, net (2,159)
Income from continuing operations before income taxes $
24,332
Total assets $ 93,143 $ 81,289 $12,824 $ 6,150 $193,406
Depreciation and amortization 4,557 2,438 595 540 8,130
Capital Expenditures 6,226 5,274 823 1,187 13,510
Walmart 2014 Annual Report 5958 Walmart 2014 Annual
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Total revenues, consisting of net sales and membership and
other
income, and long-lived assets, consisting primarily of property
and
equipment, net, aggregated by the Company’s U.S. and non-U.S.
operations for fiscal 2014, 2013 and 2012, are as follows:
Fiscal Years Ended January 31,
(Amounts in millions) 2014 2013 2012
Total revenues
U.S. operations $338,681 $332,788 $319,800
Non-U.S. operations 137,613 135,863 126,709
Total revenues $476,294 $468,651 $446,509
Long-lived assets
U.S. operations $ 79,644 $ 77,692 $ 75,881
Non-U.S. operations 38,263 38,989 36,443
Total long-lived assets $117,907 $116,681 $112,324
No individual country outside of the U.S. had total revenues or
long-lived assets that were material to the consolidated totals.
Additionally, the Company did not generate material total
revenues
from any single customer.
15 Subsequent Event
Dividends Declared
On February 20, 2014, the Board of Directors approved the
fiscal 2015
annual dividend at $1.92 per share, an increase compared to the
fiscal
2014 dividend of $1.88 per share. For fiscal 2015, the annual
dividend
will be paid in four quarterly installments of $0.48 per share,
according
to the following record and payable dates:
Record Date Payable Date
March 11, 2014 April 1, 2014
May 9, 2014 June 2, 2014
August 8, 2014 September 3, 2014
December 5, 2014 January 5, 2015
Notes to Consolidated Financial Statements
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16 Quarterly Financial Data (Unaudited)
Fiscal Year Ended January 31, 2014
(Amounts in millions except per share data) Q1 Q2 Q3 Q4 Total
Total revenues $114,071 $116,829 $115,688 $129,706 $476,294
Net sales 113,313 116,101 114,876 128,786 473,076
Cost of sales 85,991 87,420 86,687 97,971 358,069
Income from continuing operations 3,932 4,205 3,870 4,544
16,551
Consolidated net income 3,944 4,216 3,885 4,650 16,695
Consolidated net income attributable to Walmart 3,784 4,069
3,738 4,431 16,022
Basic net income per common share(1):
Basic income per common share from continuing operations
attributable to Walmart 1.14 1.24 1.14 1.35 4.87
Basic income (loss) per common share from discontinued
operations attributable to Walmart 0.01 — 0.01 0.02 0.03
Basic net income per common share attributable to Walmart
1.15 1.24 1.15 1.37 4.90
Diluted net income per common share(1):
Diluted income per common share from continuing operations
attributable to Walmart 1.14 1.23 1.14 1.34 4.85
Diluted income (loss) per common share from discontinued
operations attributable to Walmart — 0.01 — 0.02 0.03
Diluted net income per common share attributable to Walmart
1.14 1.24 1.14 1.36 4.88
Fiscal Year Ended January 31, 2013
Q1 Q2 Q3 Q4 Total
Total revenues $112,901 $114,174 $113,800 $127,776 $468,651
Net sales 112,155 113,412 113,077 126,960 465,604
Cost of sales 85,145 85,611 85,470 96,071 352,297
Income from continuing operations 3,882 4,150 3,809 5,863
17,704
Consolidated net income 3,893 4,162 3,825 5,876 17,756
Consolidated net income attributable to Walmart 3,741 4,017
3,635 5,606 16,999
Basic net income per common share(1):
Basic income per common share from continuing operations
attributable to Walmart 1.10 1.18 1.08 1.68 5.03
Basic income (loss) per common share from discontinued
operations
attributable to Walmart — 0.01 — — 0.01
Basic net income per common share attributable to Walmart
1.10 1.19 1.08 1.68 5.04
Diluted net income per common share(1):
Diluted income per common share from continuing operations
attributable to Walmart 1.09 1.18 1.07 1.67 5.01
Diluted income (loss) per common share from discontinued
operations attributable to Walmart — — 0.01 — 0.01
Diluted net income per common share attributable to Walmart
1.09 1.18 1.08 1.67 5.02
(1) The sum of quarterly income per common share attributable
to Walmart data may not agree to annual amounts due to
rounding.
Notes to Consolidated Financial Statements
The Board of Directors and Shareholders
of Wal-Mart Stores, Inc.
We have audited the accompanying consolidated balance sheets
of
Wal-Mart Stores, Inc. as of January 31, 2014 and 2013, and the
related
consolidated statements of income, comprehensive income,
shareholders’
equity, and cash flows for each of the three years in the period
ended
January 31, 2014. These financial statements are the
responsibility of
the Company’s management. Our responsibility is to express an
opinion
on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public
Company Accounting Oversight Board (United States). Those
standards
require that we plan and perform the audit to obtain reasonable
assurance
about whether the financial statements are free of material
misstatement.
An audit includes examining, on a test basis, evidence
supporting the
amounts and disclosures in the financial statements. An audit
also includes
assessing the accounting principles used and significant
estimates made
by management, as well as evaluating the overall financial
statement
presentation. We believe that our audits provide a reasonable
basis for
our opinion.
In our opinion, the financial statements referred to above
present fairly,
in all material respects, the consolidated financial position of
Wal-Mart
Stores, Inc. at January 31, 2014 and 2013, and the consolidated
results of
its operations and its cash flows for each of the three years in
the period
ended January 31, 2014, in conformity with U.S. generally
accepted
accounting principles.
We also have audited, in accordance with the standards of the
Public
Company Accounting Oversight Board (United States), Wal-
Mart Stores,
Inc.’s internal control over financial reporting as of January 31,
2014, based
on criteria established in Internal Control-Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (1992 Framework) and our report dated March 21,
2014
expressed an unqualified opinion thereon.
Rogers, Arkansas
March 21, 2014
Walmart 2014 Annual Report 6160 Walmart 2014 Annual
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Report of Independent Registered Public Accounting Firm
Walmart 2014 Annual Report 6160 Walmart 2014 Annual
Report
The Board of Directors and Shareholders of Wal-Mart Stores,
Inc.
We have audited Wal-Mart Stores, Inc.’s internal control over
financial
reporting as of January 31, 2014, based on criteria established
in Internal
Control-Integrated Framework issued by the Committee of
Sponsoring
Organizations of the Treadway Commission (1992 framework)
(the COSO
criteria). Wal-Mart Stores, Inc.’s management is responsible for
maintaining
effective internal control over financial reporting, and for its
assessment
of the effectiveness of internal control over financial reporting
included
in the accompanying “Management’s Report to Our
Shareholders.” Our
responsibility is to express an opinion on the Company’s
internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public
Company Accounting Oversight Board (United States). Those
standards
require that we plan and perform the audit to obtain reasonable
assurance
about whether effective internal control over financial reporting
was
maintained in all material respects. Our audit included obtaining
an
understanding of internal control over financial reporting,
assessing the
risk that a material weakness exists, testing and evaluating the
design
and operating effectiveness of internal control based on the
assessed
risk, and performing such other procedures as we considered
necessary
in the circumstances. We believe that our audit provides a
reasonable
basis for our opinion.
A company’s internal control over financial reporting is a
process
designed to provide reasonable assurance regarding the
reliability of
financial reporting and the preparation of financial statements
for
external purposes in accordance with generally accepted
accounting
principles. A company’s internal control over financial
reporting includes
those policies and procedures that (1) pertain to the
maintenance of
records that, in reasonable detail, accurately and fairly reflect
the transactions
and dispositions of the assets of the company; (2) provide
reasonable
assurance that transactions are recorded as necessary to permit
preparation
of financial statements in accordance with generally accepted
accounting
principles, and that receipts and expenditures of the company
are being
made only in accordance with authorizations of management
and
directors of the company; and (3) provide reasonable assurance
regarding
prevention or timely detection of unauthorized acquisition, use
or
disposition of the company’s assets that could have a material
effect
on the financial statements.
Because of its inherent limitations, internal control over
financial
reporting may not prevent or detect misstatements. Also,
projections of
any evaluation of effectiveness to future periods are subject to
the risk
that controls may become inadequate because of changes in
conditions,
or that the degree of compliance with the policies or procedures
may deteriorate.
In our opinion, Wal-Mart Stores, Inc. maintained, in all material
respects,
effective internal control over financial reporting as of January
31, 2014,
based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public
Company Accounting Oversight Board (United States), the
consolidated
balance sheets of Wal-Mart Stores, Inc. as of January 31, 2014
and 2013,
and related consolidated statements of income, comprehensive
income,
shareholders’ equity and cash flows for each of the three years
in the
period ended January 31, 2014 and our report dated March 21,
2014
expressed an unqualified opinion thereon.
Rogers, Arkansas
March 21, 2014
Report of Independent Registered Public Accounting Firm
on Internal Control Over Financial Reporting
Wal-Mart Stores, Inc.
Management of Wal-Mart Stores, Inc. (“Walmart,” the
“company” or “we”)
is responsible for the preparation, integrity and objectivity of
Walmart’s
Consolidated Financial Statements and other financial
information
contained in this Annual Report to Shareholders. Those
Consolidated
Financial Statements were prepared in conformity with
accounting
principles generally accepted in the United States. In preparing
those
Consolidated Financial Statements, management is required to
make
certain estimates and judgments, which are based upon currently
available information and management’s view of current
conditions
and circumstances.
The Audit Committee of the Board of Directors, which consists
solely
of independent directors, oversees our process of reporting
financial
information and the audit of our Consolidated Financial
Statements. The
Audit Committee stays informed of the financial condition of
Walmart
and regularly reviews management’s financial policies and
procedures,
the independence of our independent auditors, our internal
control over
financial reporting and the objectivity of our financial
reporting. Both the
independent auditors and the internal auditors have free access
to the
Audit Committee and meet with the Audit Committee
periodically, both
with and without management present.
Acting through our Audit Committee, we have retained Ernst &
Young LLP,
an independent registered public accounting firm, to audit our
Consolidated Financial Statements found in this Annual Report
to
Shareholders. We have made available to Ernst & Young LLP
all of our
financial records and related data in connection with their audit
of our
Consolidated Financial Statements. We have filed with the
Securities and
Exchange Commission (“SEC”) the required certifications
related to our
Consolidated Financial Statements as of and for the year ended
January 31,
2014. These certifications are attached as exhibits to our Annual
Report
on Form 10-K for the year ended January 31, 2014.
Additionally, we have
also provided to the New York Stock Exchange the required
annual
certification of our Chief Executive Officer regarding our
compliance with
the New York Stock Exchange’s corporate governance listing
standards.
Report on Internal Control Over Financial Reporting
Management has responsibility for establishing and maintaining
adequate internal control over financial reporting. Internal
control over
financial reporting is a process designed to provide reasonable
assurance
regarding the reliability of financial reporting and the
preparation of
financial statements for external reporting purposes in
accordance with
accounting principles generally accepted in the United States.
Because
of its inherent limitations, internal control over financial
reporting may
not prevent or detect misstatements. Management has assessed
the
effectiveness of the Company’s internal control over financial
reporting
as of January 31, 2014. In making its assessment, management
has utilized
the criteria set forth by the Committee of Sponsoring
Organizations
(“COSO”) of the Treadway Commission in Internal Control —
Integrated
Framework (1992). Management concluded that based on its
assessment,
Walmart’s internal control over financial reporting was
effective as of
January 31, 2014. The Company’s internal control over
financial reporting
as of January 31, 2014, has been audited by Ernst & Young LLP
as stated
in their report which appears in this Annual Report to
Shareholders.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to
provide
reasonable assurance that information required to be timely
disclosed is
accumulated and communicated to management in a timely
fashion.
Management has assessed the effectiveness of these disclosure
controls
and procedures as of January 31, 2014, and determined they
were effective
as of that date to provide reasonable assurance that information
required
to be disclosed by us in the reports we file or submit under the
Securities
Exchange Act of 1934, as amended, was accumulated and
communicated
to management, as appropriate, to allow timely decisions
regarding
required disclosure and were 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.
Report on Ethical Standards
Our Company was founded on the belief that open
communications
and the highest standards of ethics are necessary to be
successful. Our
long-standing “Open Door” communication policy helps
management
be aware of and address issues in a timely and effective manner.
Through
the open door policy all associates are encouraged to inform
management
at the appropriate level when they are concerned about any
matter
pertaining to Walmart.
Walmart has adopted a Statement of Ethics to guide our
associates
in the continued observance of high ethical standards such as
honesty,
integrity and compliance with the law in the conduct of
Walmart’s
business. Familiarity and compliance with the Statement of
Ethics is
required of all associates who are part of management. The
Company
also maintains a separate Code of Ethics for our senior financial
officers.
Walmart also has in place a Related-Party Transaction Policy.
This policy
applies to Walmart’s senior officers and directors and requires
material
related-party transactions to be reviewed by the Audit
Committee. The
senior officers and directors are required to report material
related-party
transactions to Walmart. We maintain a global ethics office
which
oversees and administers an ethics helpline. The ethics helpline
provides
a channel for associates to make confidential and anonymous
complaints
regarding potential violations of our statements of ethics,
including
violations related to financial or accounting matters.
C. Douglas McMillon
President and Chief Executive Officer
Charles M. Holley, Jr.
Executive Vice President and Chief Financial Officer
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Management’s Report to Our Shareholders
Walmart 2014 Annual Report 6362 Walmart 2014 Annual
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United States
The Walmart U.S. and Sam’s Club segments comprise the
Company’s
operations in the United States. As of January 31, 2014, unit
counts for
Walmart U.S. and Sam’s Club are summarized by format for
each state
or territory as follows:
Walmart U.S. Sam’s Club
Neighborhood
Markets and
Discount other small Grand
State or Territory Supercenters Stores formats Clubs Total
Alabama 95 3 12 13 123
Alaska 8 2 — 3 13
Arizona 78 3 25 15 121
Arkansas 73 9 19 7 108
California 106 96 49 33 284
Colorado 66 5 14 15 100
Connecticut 10 24 2 3 39
Delaware 6 3 — 1 10
Florida 207 16 51 45 319
Georgia 143 3 13 23 182
Hawaii — 9 — 2 11
Idaho 21 1 1 1 24
Illinois 128 26 6 31 191
Indiana 92 9 6 16 123
Iowa 56 3 — 8 67
Kansas 56 4 12 8 80
Kentucky 76 8 8 9 101
Louisiana 83 2 7 14 106
Maine 19 3 — 3 25
Maryland 25 22 — 12 59
Massachusetts 23 24 — 3 50
Michigan 83 8 — 26 117
Minnesota 61 7 — 13 81
Mississippi 62 4 1 7 74
Missouri 107 12 6 17 142
Montana 13 — — 2 15
Nebraska 34 — 6 4 44
Nevada 30 2 11 7 50
New Hampshire 15 12 — 4 31
New Jersey 21 36 — 10 67
New Mexico 35 2 4 7 48
New York 74 25 2 16 117
North Carolina 137 6 21 23 187
North Dakota 12 1 — 3 16
Ohio 138 7 — 29 174
Oklahoma 77 9 19 11 116
Oregon 26 7 9 — 42
Pennsylvania 110 24 — 23 157
Rhode Island 5 4 — 1 10
South Carolina 80 — 2 12 94
South Dakota 13 — — 2 15
Tennessee 111 2 6 16 135
Texas 345 27 50 77 499
Utah 40 — 5 8 53
Vermont — 5 — — 5
Virginia 102 6 4 16 128
Washington 46 12 3 3 64
Washington D.C. 2 — — — 2
West Virginia 38 — 1 5 44
Wisconsin 78 9 5 12 104
Wyoming 10 — — 2 12
Puerto Rico 12 6 27 11 56
U.S. Total 3,288 508 407 632 4,835
International
The Walmart International segment comprises the Company’s
operations outside of the United States and is represented in
three major
brand categories. Unit counts (1) as of January 31, 2014 for
Walmart
International are summarized by brand category for each
geographic
market as follows:
Geographic Market Retail Wholesale Other (2) Total
Africa (3) 285 94 — 379
Argentina 104 — — 104
Brazil 468 76 12 556
Canada 389 — — 389
Central America (4) 660 1 — 661
Chile 351 2 27 380
China 395 10 — 405
India — 20 — 20
Japan 374 — 64 438
Mexico (5) 2,033 156 10 2,199
United Kingdom 574 — 2 576
International total 5,633 359 115 6,107
(1) Walmart International unit counts, with the exception of
Canada, are stated
as of December 31, 2013, to correspond with the balance sheet
date of the related
geographic market. Canada unit counts are stated as of January
31, 2014.
(2) “Other” includes restaurants, drugstores and convenience
stores operating under
varying banners in Brazil, Chile, Japan, Mexico and the United
Kingdom.
(3) Africa unit counts by country are Botswana (11), Ghana (1),
Lesotho (3), Malawi (2),
Mozambique (7), Namibia (3), Nigeria (2), South Africa (346),
Swaziland (1),
Tanzania (1), Uganda (1) and Zambia (1).
(4) Central America unit counts by country are Costa Rica
(214), El Salvador (83),
Guatemala (209), Honduras (75) and Nicaragua (80).
(5) Mexico unit counts exclude 360 units of the Vips restaurant
business classified
as discontinued operations as of January 31, 2014. The
Company has entered into
an agreement to sell the operations of the Vips restaurant
business, subject to
regulatory approval.
Unit Counts as of January 31, 2014
Wal-Mart Stores, Inc.
64 Walmart 2014 Annual Report
Corporate and Stock Information
Corporate information
Stock Registrar and Transfer Agent:
Computershare Trust Company, N.A.
P.O. Box 43069
Providence, Rhode Island 02940-3069
1-800-438-6278
TDD for hearing-impaired inside the U.S. 1-800-952-9245
Internet: http://www.computershare.com
Listing
New York Stock Exchange
Stock Symbol: WMT
Annual meeting
Our Annual Meeting of Shareholders will be held on Friday,
June 6, 2014,
at 7:00 a.m. (Central Time) in the Bud Walton Arena on the
University of
Arkansas campus, Fayetteville, Arkansas.
Communication with shareholders
Wal-Mart Stores, Inc. periodically communicates with its
shareholders
and other members of the investment community about our
operations.
For further information regarding our policy on shareholder and
investor
communications refer to our website, www.stock.walmart.com.
The following reports are available without charge upon request
by
writing the Company c/o Investor Relations or by calling (479)
273-8446.
These reports are also available via the corporate website.
• Annual Report on Form 10-K
• Quarterly Reports on Form 10-Q
• Earnings Releases
• Current Reports on Form 8-K
• Annual Shareholders’ Meeting Proxy Statement
• Global Responsibility Report
• Diversity and Inclusion Report
• Workforce Diversity Report
Independent registered public accounting firm
Ernst & Young LLP
5417 Pinnacle Point Dr., Suite 501
Rogers, AR 72758
Market price of common stock
The high and low market price per share for the Company’s
common
stock in fiscal 2014 and 2013 were as follows:
2014 2013
High Low High Low
1st Quarter $79.50 $68.13 $62.63 $57.18
2nd Quarter 79.96 72.90 75.24 58.27
3rd Quarter 79.00 71.51 77.60 71.35
4th Quarter 81.37 73.64 75.16 67.37
The high and low market price per share for the Company’s
common
stock for the first quarter of fiscal 2015, were as follows:
2015
High Low
1st Quarter (1) $77.02 $72.27
(1) Through March 21, 2014.
Dividends payable per share
For fiscal 2015, dividends will be paid based on the following
schedule:
April 1, 2014 $0.48
June 2, 2014 $0.48
September 3, 2014 $0.48
January 5, 2015 $0.48
Dividends paid per share
For fiscal 2014, dividends were paid based on the following
schedule:
April 1, 2013 $0.47
June 3, 2013 $0.47
September 3, 2013 $0.47
January 2, 2014 $0.47
For fiscal 2013, dividends were paid based on the following
schedule:
April 4, 2012 $0.3975
June 4, 2012 $0.3975
September 4, 2012 $0.3975
December 27, 2012 $0.3975
Stock Performance Chart
This graph compares the cumulative total shareholder return on
Walmart’s common stock during the five fiscal years ending
with fiscal
2014 to the cumulative total returns on the S&P 500 Retailing
Index
and the S&P 500 Index. The comparison assumes $100 was
invested on
February 1, 2009, in shares of our common stock and in each of
the
indices shown and assumes that all of the dividends were
reinvested.
Comparison of 5-Year Cumulative Total Return*
Among Wal-Mart Stores, Inc., the S&P 500 Index and S&P 500
Retailing Index
$400
$350
$300
$250
$200
$150
$100
$ 50
$450
20142009 2010 2011 20132012
Fiscal Years
S&P 500 Retailing IndexS&P 500 IndexWal-Mart Stores, Inc.
*Assumes $100 Invested on February 1, 2009
Assumes Dividends Reinvested
Fiscal Year Ending January 31, 2014
Shareholders
As of March 18, 2014, there were 255,758 holders of record of
Walmart’s
common stock.
D
es
ig
ne
d
a
nd
p
ro
d
uc
ed
b
y
C
or
p
or
at
e
Re
p
or
ts
In
c.
/A
tla
nt
a
w
w
w
.c
or
p
or
at
er
ep
or
t.c
om
D
es
ig
ne
d
a
nd
p
ro
d
uc
ed
b
y
C
or
p
or
at
e
Re
p
or
ts
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c.
/A
tla
nt
a
w
w
w
.c
or
p
or
at
er
ep
or
t.c
om
Walmart 2014 Annual Report 24 Walmart 2014 Annual Report
So many opportunities for
associates to serve customers
190,000
U.S. store/club associates
promoted in fi scal 2014
2.2M
dedicated
associates
globally
300K*
associates
have 10+ years
of service
Based on survey results
from more than 2 million
associates worldwide,
approximately
4 of 5
are proud to work
for Walmart.
*Represents Walmart U.S. data only.
The minimized environmental footprint of this report is the
result of an extensive, collaborative effort of Walmart and our
supply chain
partners. The environmental and social impact continues to be
an important consideration. It is printed on paper from well-
managed
forests containing recycled PCW fiber that is Elementally
Chlorine Free (ECF). It is printed using 100 percent renewable
wind power
(RECs), along with environmental manufacturing principles that
were utilized in the printing process. These practices include
environ-
mentally responsible procurement, lean manufacturing, green
chemistry principles, the recycling of residual materials and
reduced
volatile organic compound inks and coatings.
Our sustainable, next-generation report.
5.11 acre
of forestland preserved
via managed forestry
983 fewer
trees consumed
via recycling
129,537 kWh
less energy – the same
used by 5 homes for a year
472 metric tons
of greenhouse gas offset –
the equivalent of taking 94
cars off the road for a year
46,835 kWh
converted to clean renewable
sources (printing plant
using RECs)
459,333 fewer
gallons of water
consumed
Savings baselines were developed using the national averages of
similar
coated papers and printing practices by EarthColor Printing.
FSC® is not
responsible for any calculations on saving resources by
choosing this paper.
Walmart’s Global Responsibility
Report highlights helping
communities live better.
Learn more about our workplace, social, environmental,
sourcing and compliance initiatives by reading our
Global Responsibility Report at corporate.walmart.com/
microsites/global-responsibility-report-2014
Walmart’s investor relations app is
our company at your fi ngertips.
Walmart’s IR app gives shareholders anytime and anywhere
access to financial and company news from their mobile
devices.
Find presentations, quarterly results, virtual store tours, a
global
footprint map and the stock price on your iPad, iPhone or
Android
device. Download the free app from iTunes or Google Play.
Walmart’s enhanced digital annual
report has expanded content.
We’re driving innovation and sustainability – and reducing
costs – with our enhanced digital annual report. Visit
www.stock.walmart.com to hear directly from our leaders,
associates and customers. Also, visit this website to enroll
to receive future materials electronically for our Annual
Shareholders’ Meetings.
P
RI
NT
ED USIN
G
1
0
0%
W
IND EN
ER
G
Y
Supplied by Community Energy
147046_L01_CVR.indd 2147046_L01_CVR.indd 2 4/9/14
8:48 PM4/9/14 8:48 PM
Associate
career opportunities
Walmart de Mexico promoted
more than 22,700 associates
in fiscal 2014.
Putting low prices within reach
We serve customers around the globe
more than 250 million times each week.
Affordable, healthier food
In FY 2014, we opened 96 new stores
in America’s food deserts, with 224
opened since our initiative began.
Meeting community needs
around the world
Last year, Walmart and the Walmart Foundation
gave more than $1 billion in cash and in-kind
gifts to charitable organizations.
Toward
a more
sustainable
tomorrow
Today, 24% of
our electricity
comes from
renewable sources.
Wal-Mart Stores, Inc. (NYSE: WMT)
702 S.W. 8th Street | Bentonville, Arkansas 72716 USA |
479-273-4000 | walmart.com
So many ways to
Save money.
Live better.
2014 Annual Report
2014 A
n
n
u
al Rep
o
rt
147046_L01_CVR.indd 1 4/10/14 10:52 AM
147046_L01_CVR_P001147046_L01_CVR_P002147046_L01_C
VR_P002147046_L01_CVR_P001

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Systems Analysis Problem Imagine that you, as Systems Analyst, h.docx

  • 1. Systems Analysis Problem Imagine that you, as Systems Analyst, have been approached by a consumer products company with the tantalizing idea presented in Appendix I of this document (found at back of this file). Based on the problem description presented in APPENDIX I, acting as a Systems Analyst, please answer the following questions: 1. (10 Points) Parse the APPENDIX I problem description into Table 1 to isolate each Statement. Strive for single-thought, concise statements. Add as many rows to the table as necessary. The first few have been done for you (you can modify if you like). Table 1. Analysis Problem Requirements Parse No. Statement Statement Type (Requirement or Information?) Reqt. Category (Functional, Operational, Physical, Interface) 10 Company research indicates that home security opportunities are showing double-digit growth annually. Information N/A 20 The company would like to enter this market by developing a simple computerized system that recognizes and protects against undesirable situations. Information N/A 30
  • 2. Undesirable situations may include, but are not limited to, illegal entry, fire, flooding and others Requirement Functional, Interface. Suggests categories of required Sensors. 40 50 60
  • 3. 2. (5 Points) When you have parsed all Statements into Table 1, next verify “Statement Type” (3rd column). Indicate which Statements are “Requirements”. Going forward, we are primarily only interested in the Requirements, although the other Statements help with overall context. 3. (5 Points) Next specify “Reqt. Category” (4th column) in Table 1. For the Requirements only, define a Category. Likely Categories are: Functional, User Interface, Operational, External Interface, but you may define others. 4. (10 Points) With Steps 1-3 complete, and based on Requirements, please draw a System Context diagram similar the one shown below in Figure 1. The primary goal is to show in a simple diagram what is “outside” the system and which major pieces of functionality are “inside” the system. Create then insert your own diagram. Clearly indicate all External Inputs, External Outputs and Major Internal Functions. Consider all external Actors. Please note that there is no one “right” answer. Figure 1. Sample Context Diagram 5. (10 points) With Steps 1-4 complete, consider all the “nouns / things” identified in the problem statement. Based on Requirements, propose the list of potential Classes/Objects by filling in the following Table 2. The first couple of potential entries are done for you.
  • 4. Note: You may find it helpful to review APPENDIX II – CLASS/OBJECT SELECTION RULES, which provide some time-honored guidance on how to make such a selection. Note that this should end up being your list of internal Classes based on your interpretation of the Problem Statement. Not all Potential Class/Object items should remain as a Class. Also provide Your Rationale. Please note that there is no one “right” answer. Table 2. List of Potential Classes / Objects Potential Class/Object General Classification Your Rationale Homeowner External Role, external entity Sensor External Entity 6. (10 points) Pick two (2) of your Classes from the above Table 2. Propose the list of Attributes associated with the selected Class and populate Table 3. Provide rationale for your proposed Attributes.
  • 5. Table 3. Selected Classes and Attributes Class No. Class Name Class Attributes Your Rationale 1 2 7. (5 points) Imagine that “Control Panel” is a Class. Using the concept of Superclass / Subclass and Inheritance, draw a picture that shows the relationship between the Control Panel and its associated Keypad, LCD Screen and Lights. 8. (10 points) Imagine that you have determined that the following Class Diagram, shown in Figure 2, has resulted from your analysis work on this project. Using the provided diagram, and using UML Cardinality rules, add in the relationships between the classes. (Note: These classes may be different than those being defined by your analysis. That is OK. To answer this question, please use this diagram). Figure 2. Class Diagram >> End of Questions. Appendix I and Appendix II follow << APPENDIX I – SYSTEMS ANALYSIS PROBLEM DESCRIPTION
  • 6. Introduction Company research indicates that home security opportunities are showing double-digit growth annually. The company would like to enter this market by developing a simple computerized system that recognizes and protects against undesirable situations. Undesirable situation may include, but are not limited to, illegal entry, fire, flooding and others. The code name for this product is “SecureAndSafe”. The SecureAndSafe system will use appropriate sensors to detect every situation. It can be programmed by an installer, homeowner or maintainer, and will automatically contact a monitoring agency when a situation is detected. If the homeowner has a Wi-Fi router and email system, the monitoring agency will be contacted by both email and phone. If no e-mail exists, the monitoring agency will be contacted by phone only. The homeowner will define the relevant e-mail address and phone numbers. The SecureAndSafe system is comprised of a wall control unit and software. A suggested example of the wall unit is shown below: The software enables the installer or homeowner to configure the security system. Once installed and operational, it monitors all sensors connected to the security system. It interacts with the homeowner through a key pad (numbers 1-9 plus star (*) and pound (#) keys. The system has “armed” and “power” light indicators. System Installation and Configuration During installation, the control panel is used to “program” and configure the system. Each sensor is assigned a number and type, a master password is programmed for arming and disarming the system, and e-mail addresses (if appropriate) and telephone numbers are input for dialing when a sensor event occurs.
  • 7. System Monitoring and Sensor Event Response Upon detection of a sensor event, it rings an audible alarm attached to the system. After a programmable delay time, software contacts the monitoring agency and provides location information and nature of the detected event. An e-mail is sent once, but the phone number is re-dialed every 30 seconds until a phone connection is made. User Interaction All keypad interaction is managed by a user-interaction subsystem that reads keypad input and function keys. The subsystem also displays prompting messages and system status messages on an integrated LCD Display. APPENDIX II – CLASS/OBJECT SELECTION RULES Peter Coad and Ed Yourdon, in their textbook titled Object- Oriented Analysis (Prentice-Hall, 1990), suggested six (6) rules that should be used to determine if a potential class/object should be included in an analysis model. According to Coad and Yourdon, “to be considered a legitimate object for inclusion in the requirements model, a potential object should satisfy all (or almost all) of the characteristics”. These rules are: No. Rule Description 1 Retained Information The potential object will be useful during analysis only if information about it must be remembered so that the system can function. 2 Needed Services
  • 8. The potential object must have a set if identifiable operations that can change the value of its attributes in some way. 3 Multiple Attributes During requirements analysis, the focus should be on “major” information; an object with a single attribute may, in fact, be useful during design, but is probably better represented as an attribute of another object during the analysis activity. 4 Common Attributes A set of attributes can be defined for the potential object and these attributes apply to all occurrences of the object. 5 Common Operations A set of operations can be defined for the potential object and these operations apply to all occurrences of the object. 6 Essential Requirements External entities that appear in the problem space and produce or consume information that is essential to the operation of any solution for the system will almost always be defined as objects in the requirements model. SecureAndSafeSystem BoundaryExternal InputsExternal OutputsMajor Internal Functions1.Function 12.Function 2:Function “n” SystemControl PanelAudible AlarmSensorSensor Event SecureAndSafe Associate
  • 9. career opportunities Walmart de Mexico promoted more than 22,700 associates in fiscal 2014. Putting low prices within reach We serve customers around the globe more than 250 million times each week. Affordable, healthier food In FY 2014, we opened 96 new stores in America’s food deserts, with 224 opened since our initiative began. Meeting community needs around the world Last year, Walmart and the Walmart Foundation gave more than $1 billion in cash and in-kind gifts to charitable organizations. Toward a more sustainable tomorrow Today, 24% of our electricity comes from renewable sources. Wal-Mart Stores, Inc. (NYSE: WMT) 702 S.W. 8th Street | Bentonville, Arkansas 72716 USA |
  • 10. 479-273-4000 | walmart.com So many ways to Save money. Live better. 2014 Annual Report 2014 A n n u al Rep o rt 147046_L01_CVR.indd 1 4/10/14 10:52 AM Walmart 2014 Annual Report 24 Walmart 2014 Annual Report So many opportunities for associates to serve customers 190,000 U.S. store/club associates promoted in fi scal 2014 2.2M dedicated associates
  • 11. globally 300K* associates have 10+ years of service Based on survey results from more than 2 million associates worldwide, approximately 4 of 5 are proud to work for Walmart. *Represents Walmart U.S. data only. The minimized environmental footprint of this report is the result of an extensive, collaborative effort of Walmart and our supply chain partners. The environmental and social impact continues to be an important consideration. It is printed on paper from well- managed forests containing recycled PCW fiber that is Elementally Chlorine Free (ECF). It is printed using 100 percent renewable wind power (RECs), along with environmental manufacturing principles that were utilized in the printing process. These practices include environ- mentally responsible procurement, lean manufacturing, green chemistry principles, the recycling of residual materials and reduced
  • 12. volatile organic compound inks and coatings. Our sustainable, next-generation report. 5.11 acre of forestland preserved via managed forestry 983 fewer trees consumed via recycling 129,537 kWh less energy – the same used by 5 homes for a year 472 metric tons of greenhouse gas offset – the equivalent of taking 94 cars off the road for a year 46,835 kWh converted to clean renewable sources (printing plant using RECs) 459,333 fewer gallons of water consumed Savings baselines were developed using the national averages of
  • 13. similar coated papers and printing practices by EarthColor Printing. FSC® is not responsible for any calculations on saving resources by choosing this paper. Walmart’s Global Responsibility Report highlights helping communities live better. Learn more about our workplace, social, environmental, sourcing and compliance initiatives by reading our Global Responsibility Report at corporate.walmart.com/ microsites/global-responsibility-report-2014 Walmart’s investor relations app is our company at your fi ngertips. Walmart’s IR app gives shareholders anytime and anywhere access to financial and company news from their mobile devices. Find presentations, quarterly results, virtual store tours, a global footprint map and the stock price on your iPad, iPhone or Android device. Download the free app from iTunes or Google Play. Walmart’s enhanced digital annual report has expanded content. We’re driving innovation and sustainability – and reducing costs – with our enhanced digital annual report. Visit www.stock.walmart.com to hear directly from our leaders, associates and customers. Also, visit this website to enroll to receive future materials electronically for our Annual Shareholders’ Meetings. P
  • 14. RI NT ED USIN G 1 0 0% W IND EN ER G Y Supplied by Community Energy 147046_L01_CVR.indd 2147046_L01_CVR.indd 2 4/9/14 8:48 PM4/9/14 8:48 PM Walmart 2014 Annual Report 1 100K honorably discharged U.S.
  • 15. veterans expected to be hired by Walmart U.S. and Sam’s Club by 2018 57% of our International associates are women *Represents Walmart U.S. data only. Approximately 75%* of store management joined Walmart as hourly associates Delivering for customers and shareholders Our Global eCommerce footprint spans 10 countries, creating digital access and physical distribution points for our customers worldwide.
  • 16. $68B* returned to shareholders through dividends and share repurchases 12%* total shareholder returns (CAGR) 30%* earnings per share growth 33M approximate retail square footage added in fiscal 2014 $68B* net sales growth over the past five years 250M customers served weekly in our stores in 27 countries *Data reflects five-year period including fiscal 2010 through 2014. To our shareholders, associates and
  • 17. customers: I’m deeply honored to lead Walmart at such an exciting time. Walmart has a rich history and is well-positioned for the future. We have an authentic and important purpose. We’re grounded with strong values and have millions of associates who share a culture and belief in doing what is right for our customers, our communities and each other. The future will bring a lot of change as the rapid growth of digital commerce enables us to serve customers in new and exciting ways. Our customers continue to search for value, a broad assortment and a shopping experience that saves them time and money. With greater convergence of digital and physical retail, we’re invest- ing in capabilities to provide customers even more choice and convenience. When I think about all these capabilities, I’m confident in Walmart’s continued growth and enthusiastic about our future. Positioning to serve our customers. Around the world, we deliver value for customers in different ways. We operate supercenters, Sam’s Clubs, e-commerce sites and many other formats that enable us to serve our customers. As we develop the combination of digital and physical interaction with customers, we’ll remain well positioned to grow. We’re laser-focused on delivering improved comparable store sales by sharpening our merchandising efforts, price leadership and enhancing service. We’re also intent on creating transformative growth by adding capabilities in e-commerce and mobile commerce. When we view our business through the eyes of our customers, we don’t think about our stores, clubs or websites independently. Instead, our goal is to have customers see these channels converge as one unified relationship with us. We want to deliver a relevant, personalized and seamless experience across all channels. So, our approach to investments will continue to evolve to support the singular goal of enhancing the customer experience to further grow sales.
  • 18. Change is nothing new for Walmart – it’s embedded in our DNA. After all, our company founder, Sam Walton, was the premier innovator in retail. He made Walmart better by questioning everything, every day – frequently asking customers and our store associates how we could do better. He was always in the market looking for new ideas. For Sam, the customer was always the boss, and the improvements he made to Walmart were Walmart 2014 Annual Report 3 Doug McMillon President and Chief Executive Officer Wal-Mart Stores, Inc. customer-driven. I intend to lead Walmart with this same customer-centric focus. Today, in addition to listening to our customers, we apply data and technology to this task. The millions of customer interactions that take place each week give us some of the world’s most robust data to analyze and leverage to improve our service. For example, customer insights led the Walmart U.S. team to expand our Black Friday 1-Hour Guarantee program this past year, and innovative systems enabled successful execution and on-time product delivery. The tools today may be different than the ones Sam employed, but the imperative that will guide our transforma- tional initiatives is the same – to connect more effectively with customers. Walmart is well-positioned for the future partially due to our unique assets. We have more than 10,900 physical points of
  • 19. distribution globally. No other retailer possesses such an extensive footprint. And, with our retail websites around the world, we’re doing more to leverage these physical assets to expand the intersection with digital retail. Last year, we grew e-commerce sales in Brazil and China at nearly twice the market rate. Asda’s Click and Collect program has been very successful, and Mexico is expanding grocery delivery beyond our Superama grocery stores to supercenters this year. We’re leveraging best practices to further test grocery delivery and customer pickup in the U.S. We’ve also broadened our e-commerce merchandise assortment. Last year, for example, we more than doubled walmart.com’s merchandise offerings in the U.S. to over 5 million SKUs, and our sites in Brazil and China greatly expanded their assortments as well. We invest in price to bring everyday low prices (EDLP) to more customers around the world. EDLP earns trust with customers because we’re driven to keep our cost structure low. That commitment to price is central to our brand – regardless of the format. We’re also giving customers greater access to the value we offer through different formats. In the U.S., our Neighborhood Markets offer fresh foods, pharmacy and fuel, and delivered healthy comp sales growth in fiscal 2014. This year, we’ll significantly accelerate their rollout to complement our core supercenter fleet. And, in Mexico and the U.K., we’ll open more small stores to deliver convenience, assortment and low prices. Expanding opportunities for associates. One of the most exciting things about serving more customers in new ways is the opportunity to create good jobs, attract new talent and expand current associates’ possibilities to build careers. Last year, we hired 776,000 new associates to jobs across our operations. The path of my own career attests to the
  • 20. exceptional opportunity at Walmart to advance professionally. In fact, we promoted about 190,000 U.S. store and club associates last year to jobs with more responsibility and higher pay. And, we’ll continue to invest in training and development because building the best team in retail is central to our strategy. Driving operational excellence. We remain focused on driving the productivity loop to leverage operating expenses. The most important way to deliver against this objective is to increase sales. By operating and buying for less, we’re able to lower prices that, in turn, prompt customers to make more purchases. We also foster an environment that leverages best practices across the enterprise to drive process improvements. Operational excellence requires capital discipline and efficiency, and our real estate and construction teams have made great progress in lowering the cost of new stores and remodels. Our focus on capital efficiency also is top of mind with our e-commerce capabilities. We’re more disciplined now in allocating capital to the right markets, the right formats and the right digital capabilities. Earning trust in communities. I’m proud of the value we add in the communities we serve and I know we will find new ways to contribute. We are deeply committed to com- pliance and social, environmental and local responsibility. Operating with integrity is a cornerstone for building trust. We have made tremendous progress toward our goal of developing a world-class compliance organization and this will continue to be a top priority going forward. Our training and leadership development programs reinforce the mission of upholding the highest standards of integrity, not just in retail, but in all of business. We’ll also continue to lead on key Walmart 2014 Annual Report 54 Walmart 2014 Annual Report
  • 21. Read Walmart’s 2014 Global Responsibility Report at stock.walmart.com to learn more about our workplace, social, environmental, sourcing and compliance initiatives. issues like women’s economic empowerment, healthier foods and renewable energy. Walmart’s initiatives, in partnership with many suppliers, have significantly increased sustainability throughout the global supply chain, and we will do even more. Solid performance in a challenging environment. In fiscal 2014, consolidated net sales increased $7.5 billion to more than $473 billion and diluted earnings per share from continuing operations were $4.85. While we certainly see areas where we can improve, it’s also a reality that we faced some challenging consumer environments around the world. Both developed and developing markets grew slower than most people would have hoped for. The value we offer enabled us to grow share almost everywhere, and we’re optimistic that conditions will moderately improve this year. Walmart U.S. delivered solid profit growth. Operating income grew 4 percent on a net sales increase of $5 billion. The U.S. team did a great job controlling costs and successfully lever- aged expenses. Walmart International’s net sales increased 1.3 percent to more than $136 billion. We took important steps to hone our international portfolio and focus investments on the most profitable opportunities to position the business for future growth. Sam’s Club continued to expand its footprint, opening 12 new clubs, and enhanced its merchandise offerings
  • 22. with a sharpened focus around value, quality and exciting merchandise. Our members saw the value of membership, and with the fee increase in May, Sam’s Club membership income continued to grow. Each operating segment strengthened its e-commerce platforms, and customers responded, driving annual Global eCommerce sales, including acquisitions, above the $10-billion mark, a 30 percent increase. A strong focus on e-commerce is now fully embedded within each of our businesses and we’ll increase our investment as e-commerce opportunities present themselves. Embracing the challenge to change. After just a few months into my new role, I have an even deeper appreciation for Mike Duke’s extraordinary contributions as CEO over the past 5 years. His work positioned Walmart for long-term success, and I am one of the many associates who benefitted from his guidance and leadership. His passion for our business and drive for continuous improvement greatly benefitted Walmart’s associates, customers and shareholders. I look to the future confident that Walmart has all the ingredients necessary to prosper in the new retail world that is unfolding. Our purpose remains clear – to save people money so they can live better – and the actions we’re taking will expand the opportunities to fulfill that purpose. We’ll analyze and review everything Walmart is today, and we’ll be willing to change whatever is necessary to serve customers better than ever. I first started working for Walmart 30 years ago when I was a teenager. I’ve fallen in love with our company, its people, our purpose and culture. We have a unique culture grounded on four basic beliefs: service to our customers, respect for the
  • 23. individual, striving for excellence and acting with integrity. As CEO, I want to continue to nourish and strengthen these foundational beliefs. And, I’m excited to increase the pace of change to ensure we’re serving the customers the way they want to be served in the future. Sincerely, Doug McMillon President and Chief Executive Officer Wal-Mart Stores, Inc. Walmart 2014 Annual Report 54 Walmart 2014 Annual Report Top left: We’ll purchase an additional $250B of U.S.-made products over the next 10 years. Top right: Produce, backed by our money-back guarantee, has the quality and value customers trust. Middle right: We’re bringing new, innovative grocery products to our broad assortment. Bottom right: Customers appreciate the convenient access to pharmacy, fresh foods, fuel and e-com- merce pickup at our Walmart Express pilot stores. Bottom left: In fiscal 2015, we expect to add about 200 new Neighborhood Markets to our portfolio. Nearly 140 million customers served
  • 24. each week Serving customers and delivering savings every day In fiscal 2014, Walmart U.S. attracted nearly 140 million weekly shoppers to our stores and delivered net sales of more than $279 billion, an increase of $5 billion, or 1.8 percent, from last year. Our focus on cost discipline helped drive 4 percent operating income growth, more than twice the rate of sales, despite a 0.6 percent decline in comp sales. Focused on customer needs. Customers choose Walmart for our broad assortment, including national brands and locally relevant merchandise, at everyday low prices (EDLP). It’s our winning formula and results in continued market share gains in key categories, such as food, consumables, over-the-counter and apparel. With our merchant mindset, we partner with suppliers to increase product innovation and bring exciting new brands to our stores, such as Russell, Avia and Calphalon. We also work hard to improve quality and execution, making great strides in areas such as produce and meat. And, our price investments are driving sales by providing a lower-priced basket relative to the market and building customers’ trust in our EDLP promise. In order to invest in price, we focus on everyday low cost (EDLC). Advancements in
  • 25. logistics and store operations continue to reduce costs and improve productivity. For instance, optimized transportation routes and distribution center mechanization are driving supply chain efficiencies. Greater flexibility at the store front-end, such as self- checkouts, is helping productivity and resonating with our customers. We believe we can drive cost savings by sourcing closer to the point of consumption. We made bold commitments to increase purchases of U.S.-made products by an additional $250 billion over the next 10 years. Our 1.2 million associates are essential to a customer-centric experience. Advancement opportunities abound for Walmart associates who are passionate about serving customers. Last year, we promoted over 170,000 associates and experienced more part-time associates accepting full-time roles, building long-term careers with Walmart. We also added over 30,000 honorably discharged veterans to our team. We’re strengthening career develop- ment pathways by expanding training to foster continued, strong associate engagement. Positioned to win at the convergence of digital and physical. Walmart is redefining the next generation of retail growth and is the best-positioned retailer to win at the convergence of digital and physical retail. In fiscal 2015, we’ll continue to grow our multi-format portfolio. Our core supercenter fleet serves the stock-up trip and accounts for the majority of our market share leadership. We’re accelerating
  • 26. the rollout of Neighborhood Markets to serve the quick-trip needs. And, our expanded pilot of Walmart Express focuses on the rural quick-trip. Neighborhood Markets and Express deliver convenience and customer access to fresh foods, pharmacy and fuel. Overall, we’ll add between 21 and 23 million retail square feet, representing between 385 and 415 units in fiscal 2015. We’ll also connect Walmart’s physical assets to the broad assortment that is available through nearby stores and online, delivering anytime access to our brand. We’re testing grocery delivery in several markets and also piloting an easy pickup option for online grocery and general merchandise. Innovations such as these expand our reach to more customers on their terms. Walmart 2014 Annual Report 7 “ We’re offering customers con- venient digital and physical access to Walmart’s broad merchandise assortment and investing in price leadership to provide even greater value.” Bill Simon President and CEO
  • 27. Walmart U.S. Positioning our portfolio for continued growth In fiscal 2014, Walmart International’s net sales, excluding the impact of currency exchange rate fluctuations and acquisitions, increased 4.6 percent to $140.9 billion. We added 12.5 million square feet and 324 stores, bringing our total portfolio to more than 6,100 stores. We also grew or maintained market share in most countries, despite a challenging macroeconomic environment where household incomes were stretched and competition remained high. Targeting the most promising opportunities. International will continue to be a growth vehicle for Walmart. We’re focused on driving comp sales in all markets and investing in relevant formats and channels, including e- commerce and mobile. During the year, we took steps to strengthen our position in Brazil, Chile, China and Mexico and expect these actions to help us deliver our financial priorities. We’re excited about opportunities for growth in e-commerce. Our investments in infrastructure and talent are accelerating International’s digital expansion and providing options for customers with diverse shopping habits. For example, Asda’s rapidly growing online grocery business exemplifies the physical-digital
  • 28. convergence, creating a customer experience that only Walmart can deliver. Brazil e-commerce sales grew at nearly twice the market rate last year, and Yihaodian is one of China’s fastest-growing e-commerce sites, offering customers both grocery and general merchandise. In addition, we’re increasing our investments in Mexico and Canada to drive growth. Customers around the world still want and need value. We’ll deliver EDLP for them by continuing to invest in price. EDLP builds trust with customers while saving them money, whether it’s “Worry Free” pricing in China or the “Asda Price Guarantee” in the U.K. Our objective is to fund this investment by being the lowest-cost operator in every market. We continue to expand our capabilities to buy, operate and sell for less. In partnership with our global leverage teams, we’re driving innovative technology and process improvements, all with a lens on greater customer relevance. Taking corporate responsibility to a higher level. At the core of International are the outstanding associates, who are dedicated to serving our customers. We continue to recruit some of the best global talent in retail to complement our current teams, and we’re investing in training and development of current associates. For example, in the last year, we ramped up our efforts with the merchant leadership academy to provide advanced training in merchandising strategy and execution.
  • 29. As a global company, we have responsibilities to the countries in which we operate, and we earn trust through our commitment to compliance, social and environmental issues. We remain vigilant in our focus to have the most compliant processes and capabilities, to support charities and to lead on environmental sustainability to improve the communities that we serve. International 8 Walmart 2014 Annual Report “ To drive sales and build long-term value, we’re focused on price leadership and operational excellence while investing in the formats and channels that customers want.” David Cheesewright President and CEO Walmart International Top left: Our EDLP strategy in Canada, supported by Rollbacks, provides one-stop shopping at great values. Top right: Bodega Express provides Mexican customers
  • 30. with convenient access to Walmart. Middle right: We expect to continue our growth in China by opening 110 additional facilities by 2016. Bottom right: Supercenters in Mexico provide a broad assortment with local relevance at everyday low prices. Bottom left: Asda customers enjoy the quality of George apparel. Overall, Asda will invest £1.25 billion in price and quality over the next 5 years. More than 6,100 retail units operated in 26 countries 1.6 million demos in 630 clubs last year Top left: Members appreciate our merchandise transformation focused on price, bulk, quality and excitement. Top right: Sam’s Club helps business members supply their needs in restaurants, convenience stores, and others.
  • 31. Middle top right: Initiatives to promote the health and wellness of members is a key priority. Middle bottom right: Sales of traffic-driving categories, such as fresh produce, saw strong growth in fiscal 2014. Bottom right: The Instant Savings Books add further value to a membership. Bottom left: We’ve expanded self checkouts, increasing convenience for our Savings, Plus and business members. Walmart 2014 Annual Report 11 Rosalind Brewer President and CEO Sam’s Club “ We’re focused on creating even more value for our members, through great merchandise at exceptional values. Our new membership enhancements will make a Sam’s Club membership more rewarding than ever. “
  • 32. Offering unique merchandise at exceptional values In fiscal 2014, Sam’s Club delivered greater value to members, opened new clubs and improved the ability to shop anytime, anywhere through e- commerce and mobile initiatives. Net sales increased 1.3 percent to $57.2 billion and operating income was $2.0 billion. Excluding the 30 basis point fuel impact, comp sales increased 0.7 percent. Membership income was the strongest it’s been in many years, growing 5.9 percent, primarily due to the fee increase implemented in May. More new ways to excite our members. The initial steps of our merchandise transformation are energizing members to buy. We boost member traffic by offering exciting new merchandise, including quality national brands, at exceptional values. We had great success in home and apparel and plan to continue rolling out even more new merchandise across our clubs. Our highly engaged associates drive member excitement by providing great service that enhances the membership experience. A seamless multi-channel offering creates an integrated member experience. Improved e-commerce and mobile platforms strengthen conversions, particularly in mobile trans- actions. We’re fully integrating our samsclub.com team with Walmart Global eCommerce to strengthen digital capabilities and support continued sales growth.
  • 33. We’re also focused on member relevance by leveraging Big Data to better understand our members’ needs. These insights increase efficiency and productivity in our clubs. Data helps us predict whether a mom is planning family meals or an entrepreneur is launching a new business and enables personalized interactions that make their membership experience more rewarding. Sam’s Club opened 20 new, relocated or expanded clubs in fiscal 2014, the largest number of openings in several years. We invested in membership acquisition to build a critical mass in our new club openings, including the use of social media marketing. In fiscal 2015, we plan to open between 17 and 22 new, relocated or expanded units. Making membership more rewarding than ever. We’re using Instant Savings Books (ISB) as an important tool to demonstrate price leadership. We discount top-selling brands, popular items and new products throughout the club and online to provide greater value. Offered several times throughout the year, ISBs also drive member awareness to categories they might not typically shop. This summer, we’ll launch two new membership enhancements. First, we’ll roll out cash rewards nationally, providing an opportunity to reward our best members, grow membership income and drive loyalty. Second, we’ll introduce a new cash-back credit
  • 34. card offering. Both enhancements will provide significant value to our members, making a membership with Sam’s Club more rewarding than ever. 12 Walmart 2014 Annual Report Accelerating growth through e-commerce integration Walmart 2014 Annual Report 12 In China, Yihaodian’s new, more intuitive mobile app has helped expand mobile transactions eightfold in one year. In the U.S., walmart.com customers enjoy an expanded online assortment of more than 5 million SKUs and convenient delivery options to their home or through Site to Store. We’re investing in new fulfillment centers to provide faster delivery in the U.S., U.K. and Brazil. 13 Walmart 2014 Annual Report Walmart 2014 Annual Report 13 Walmart To Go, now in test in the U.S., leverages
  • 35. best practices from our successful Asda grocery delivery business in the U.K. Traffic on Sam’s Club’s mobile platform nearly doubled in the last year. After a threefold increase in site traffic, walmart.com in Brazil consistently ranks as the #1 or #2 most visited retail site. “ Best in class e-commerce, plus the assets of the world’s largest retailer, allow Walmart to do for customers what no one else can.” Neil Ashe, President and CEO, Global eCommerce Walmart’s strength as a retailer has continued through more than five decades of economic change and retail industry transformation. It’s a remarkable record, based on our unique ability to deliver on our purpose for customers, the strength of our culture and the foundation of strong governance by our Board of Directors. All of this together allows Walmart to improve shareholder value. Our Board is more diverse than most public company boards, with broad global business expertise ranging from technology to retail, and finance to compliance. Our directors’ diverse per-
  • 36. spectives and experiences provide the support and foundation for our management team, as they refine our business strategy for changing customer needs. Walmart’s Board views succession planning as a critical responsibility, and it’s a topic upon which the company has spent considerable time and effort. This diligence has served shareholders well, as we’ve added talented new directors over the past few years. And, we were very pleased to name Doug McMillon to our Board and as Walmart’s new CEO following Mike Duke’s retirement. Stability and high governance standards. Doug becomes only the fourth CEO of Walmart since Dad separated the roles of Chairman and CEO in 1988. That, too, is a remarkable record of stability and the high governance standards established by our Board. Doug is a superb choice to lead Walmart. He has grown up in the company – starting as an hourly associate in one of our distribution centers at the age of 17. After complet- ing his MBA program, Doug began what is now a 23-year record of effective leadership that has prepared him to serve as CEO. He keenly understands everything Walmart – people, our core operations, opportunities and challenges at a fundamental level. Doug is deeply grounded in Walmart’s culture, including the importance of “staying out in front of change,” as Dad used to say. I’m confident that Doug’s leadership will provide Walmart a bright and robust future. Mike served exceptionally well as CEO for the past five years, and his contributions to Walmart over his 18-year career are many. In each leadership role, Mike demonstrated integrity in dealing with tough issues, displayed the greatest character and consideration for people, and had a steely determination to do the right thing for our associates, shareholders and the com- munities we serve. Among Mike’s signature contributions as
  • 37. CEO was his commitment to investing in our global e-commerce business, critical for Walmart’s long-term growth. In addition, Mike’s passion for increasing productivity re-engaged the company in leveraging expenses so that we can lower prices for our customers. Mike is a terrific leader, and I’m extremely pleased that we’ll continue to benefit from his insight as a member of our Board. A commitment to board independence. Our family is proud to have a representation in guiding Walmart’s future, but we’re committed to independent board governance. Today, 10 of our 16 incumbent directors are independent. These men and women are dedicated to serving shareholders. In fact, our directors attended 97 percent of Board and committee meet- ings in fiscal 2014. They challenge management on delivering business objectives and employing strategies to win in this shifting global retail landscape. And the Board consistently evaluates steps to strengthen governance. Since my letter to you last year, we increased the stock ownership guidelines for our CEO and certain executive officers to further align their interests with long-term shareholder value. We also amended Walmart’s bylaws to allow shareholders owning at least 10 percent of outstanding shares to request a special shareholders’ meeting. In addition, Dr. James Cash was appointed Presiding Director, bringing tremendous experience from his service on Walmart’s and other boards. And, reflecting our commitment to independence, the Board amended our Corporate Governance Guidelines to clarify and expand the roles and responsibilities of the Presiding Director. Our Board also has overseen significant enhancements to our global compliance program. For more details on this progress, I encourage you to review “Walmart’s Global Compliance Program: Report on Fiscal Year 2014,” on our website at stock.walmart.com. You can also review our proxy statement
  • 38. for further details about our board members, governance structure and executive compensation. In closing, Dad woke up every day trying to make things better, and was never satisfied when they were good or even great. Today, that passion for continuous improvement remains thoroughly embedded in Walmart, and especially in our new CEO. With an enduring commitment to strong corporate governance and effective leaders to chart our course, I’m confident that our remarkable story of progress will continue. S. Robson Walton Chairman of the Board of Directors Wal-Mart Stores, Inc. Strong governance: a commitment that endures Board Committees: Name Audit Comp., Nominating & Governance Executive Global Comp. Strategic Planning & Finance
  • 39. Tech & e-commerce S. Robson Walton Aida M. Alvarez James I. Cash, Jr., Ph.D.(FE) Roger C. Corbett Pamela J. Craig (FE) Douglas N. Daft Michael T. Duke (C) Timothy P. Flynn(FE) Name Audit Comp., Nominating & Governance Executive Global Comp. Strategic Planning & Finance Tech & e-commerce Marissa A. Mayer
  • 40. Doug McMillon (C) Gregory B. Penner (C) Steven S Reinemund (C) H. Lee Scott, Jr. Jim C. Walton Christopher J. Williams(FE) (C) Linda S. Wolf (C) (C) Committee Chair (FE) Financial Expert Walmart 2014 Annual Report 15 From Left to right: 1| Linda S. Wolf Ms. Wolf is the retired Chairman of the Board of Directors and Chief Executive Officer of Leo Burnett Worldwide, Inc., an advertising agency and division of Publicis Groupe S.A. 2| Steven S Reinemund Mr. Reinemund is the Dean of Business and Professor of Leadership and Strategy at Wake Forest University. He previously served as the Chairman of the Board and Chairman and Chief Executive Officer of PepsiCo, Inc. 3| James I. Cash, Jr., Ph.D. (Presiding director) Dr. Cash is the James E. Robison Emeritus Professor of Business Administration at Harvard Business School, where he served from July 1976 to October 2003.
  • 41. 4| H. Lee Scott, Jr. Mr. Scott is the former Chairman of the Executive Committee of the Board of Directors of Wal-Mart Stores, Inc. He is the former President and Chief Executive Of ficer of Wal-Mart Stores, Inc., serving in that position from Januar y 2000 to Januar y 2009. 5| Roger C. Corbett Mr. Corbett is the retired Chief Executive Officer and Group Managing Director of Woolworths Limited, the largest retail company in Australia. 6| Aida M. Alvarez Ms. Alvarez is the former Administrator of the U.S. Small Business Administration and was a member of President Clinton’s Cabinet from 1997 to 2001. 7| Jim C. Walton Mr. Walton is the Chairman of the Board of Directors and Chief Executive Officer of Arvest Bank Group, Inc., a group of banks operating in the states of Arkansas, Kansas, Missouri and Oklahoma. 8| S. Robson Walton Mr. Walton is the Chairman of the Board of Directors of Wal-Mart Stores, Inc. 9| Gregory B. Penner Mr. Penner is a General Partner at Madrone Capital Partners, an investment management firm. 10| Timothy P. Flynn Mr. Flynn is the retired Chairman of KPMG International, a professional services firm.
  • 42. 11| Michael T. Duke Mr. Duke is the Chairman of the Executive Committee of the Board of Directors of Wal-Mart Stores, Inc. He is the former President and Chief Executive Officer of Wal-Mart Stores, Inc., serving in that position from February 2009 to January 2014. 12| Marissa A. Mayer Ms. Mayer is the Chief Executive Officer and President and Director of Yahoo!, Inc., a digital media company. 13| Douglas N. Daft Mr. Daft is the retired Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company, a beverage manufacturer, where he served in that capacity from Februar y 2000 until May 2004, and in various other capacities since 1969. 14| C. Douglas McMillon Mr. McMillon is the President and Chief Executive Officer of Wal-Mart Stores, Inc. 15| Christopher J. Williams Mr. Williams is the Chairman of the Board of Directors and Chief Executive Officer of The Williams Capital Group, L.P., an investment bank. 16| Pamela J. Craig Ms. Craig is the retired Chief Financial Of ficer of Accenture plc, a global management consulting, technology services, and outsourcing company. Board of Directors
  • 43. 16 Walmart 2014 Annual Report Fiscal 2014 was a tough year for Walmart. Sales and earnings were not where we wanted them to be, as we faced a number of economic headwinds around the world. But I’m confident in our future because Walmart continues to have an extremely strong underlying business. We’re proud of our AA credit rating – the highest in the retail industry. We have a strong balance sheet, and our business consistently generates robust cash flows. Walmart’s EDLC-EDLP business model resonates with customers, and even in this challenging retail environment, we delivered more than $473 billion in net sales. We also have great opportunities for continued global growth, whether it’s through the intersection of digital and physical retail, small format stores, or our increasing membership in Sam’s Club. When I consider our opportunities ahead, I’m excited about our future, and specifically this new fiscal year. At Walmart, we’re guided by our financial priorities – growth, leverage and returns. Customers want to shop on their terms. We’re focused on growth by providing customers a unified shopping experience, whether they’re in our supercenters for a large “stock-up trip,” in our smaller stores for groceries, or on their mobile device at their child’s ball game. Our top priority is to increase comp sales in all markets and channels. We drive productivity to deliver EDLC so we can pass savings to customers. These price investments provide greater value under our EDLP position to propel comp sales. In fiscal 2015, we’ll also invest approximately $12.4 billion to $13.4 billion in physical and digital
  • 44. assets to better serve customers worldwide. We expect to add between 35 million and 39 million net new retail square feet. And to connect with customers more effectively, we’re accelerating the rollout of small format stores in many of our markets, including the U.S., the U.K. and Mexico. Global eCommerce saw strong growth in fiscal 2014, with a 30 percent increase in sales. We’ll continue to invest to enhance technology platforms and expand fulfillment networks, including new facilities in Pennsylvania, Indiana and Brazil. Infrastructure investments help us to be nimble platform, Pangaea, will deliver a world-class integrated customer experience and improve our website speed, flexibility and scalability when it begins to roll out later this year. We’re also leveraging global best practices to increase site visits and add services such as the Asda Direct kiosk – which allows customers to order from online catalogs while they’re still in the store – to grocery delivery and drive-through pickup, which we’re testing in Denver in the U.S. In fiscal 2015, we expect Global eCommerce gross merchandise value, which includes digital sales of Walmart goods and third-party sales through our sites, to exceed $13 billion. We’re committed to being the lowest cost operator globally and leveraging expenses. In fiscal 2014, Walmart U.S. did a great job of leveraging operating expenses, and International and Sam’s Club took steps to lower their cost structures. We’re sharpening our ability to drive efficiencies in all operations. Globally, our teams are identifying best practices and sharing these efficiency measures so that they can be applied across the organization.
  • 45. Returning value to shareholders remains a key priority. In fact, we returned $12.8 billion to shareholders through dividends and share repurchases last year, bringing our five-year total to nearly $68 billion. And, in February, we announced our 41st consecutive annual dividend increase to $1.92 per share. As I close, I encourage you to review our financial results in the next section. We’re focused on consistent execution in every market to continue to serve our customers and deliver growth, leverage and returns for shareholders. Charles M. Holley, Jr. Executive Vice President and Chief Financial Officer Wal-Mart Stores, Inc. Our FY 2014 Financial Performance “ At Walmart, we’re guided by our financial priorities – growth, leverage and returns.” Charles Holley, Jr. Walmart 2014 Annual Report 17 Executive Officers
  • 46. Neil M. Ashe Executive Vice President, President and Chief Executive Officer, Global eCommerce Daniel J. Bartlett Executive Vice President, Corporate Affairs Rosalind G. Brewer Executive Vice President, President and Chief Executive Officer, Sam’s Club M. Susan Chambers Executive Vice President, Global People David Cheesewright Executive Vice President, President and Chief Executive Officer, Walmart International Michael T. Duke Chairman of the Executive Committee of the Board of Directors Rollin L. Ford Executive Vice President and Chief Administrative Officer Jeffrey J. Gearhart Executive Vice President, Global Governance and Corporate Secretary Charles M. Holley, Jr. Executive Vice President and Chief Financial Officer C. Douglas McMillon President and Chief Executive Officer
  • 47. William S. Simon Executive Vice President, President and Chief Executive Officer, Walmart U.S. Steven P. Whaley Senior Vice President and Controller 18 Five-Year Financial Summary 19 Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Consolidated Statements of Income Consolidated Statements of Comprehensive Income 37 Consolidated Balance Sheets 38 Consolidated Statements of Shareholders’ Equity 39 Consolidated Statements of Cash Flows 40 Notes to Consolidated Financial Statements 60 Report of Independent Registered Public Accounting Firm 61 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting 62 Management’s Report to Our Shareholders 63 Unit Counts as of January 31, 2014
  • 48. 64 Corporate and Stock Information Five-Year Financial Summary As of and for the Fiscal Years Ended January 31, (Amounts in millions, except per share and unit count data) 2014 2013 2012 2011 2010 Operating results Total revenues $476,294 $468,651 $446,509 $421,395 $407,697 Percentage change in total revenues from previous fiscal year 1.6% 5.0% 6.0% 3.4% 8.1% Net sales 473,076 465,604 443,416 418,500 404,743 Percentage change in net sales from previous fiscal year 1.6% 5.0% 6.0% 3.4% 0.9% Increase (decrease) in calendar comparable sales (1) in the United States (0.5)% 2.4% 1.6% (0.6)% (0.8)% Walmart U.S. (0.6)% 2.0% 0.3% (1.5)% (0.7)% Sam’s Club 0.3% 4.1% 8.4% 3.9% (1.4)% Gross profit margin 24.3% 24.3% 24.5% 24.8% 24.9% Operating, selling, general and administrative expenses, as a percentage of net sales 19.3% 19.0% 19.2% 19.4% 19.7% Operating income $ 26,872 $ 27,725 $ 26,491 $ 25,508 $ 23,969 Income from continuing operations attributable to Walmart 15,918 16,963 15,734 15,340 14,433 Net income per common share: Diluted income per common share from continuing operations attributable to Walmart $ 4.85 $ 5.01 $ 4.53 $ 4.18 $ 3.72 Dividends declared per common share 1.88 1.59 1.46 1.21 1.09 Financial position
  • 49. Inventories $ 44,858 $ 43,803 $ 40,714 $ 36,437 $ 32,713 Property, equipment and capital lease assets, net 117,907 116,681 112,324 107,878 102,307 Total assets 204,751 203,105 193,406 180,782 170,407 Long-term debt and long-term capital lease obligations (excluding amounts due within one year) 44,559 41,417 47,079 43,842 36,401 Total Walmart shareholders’ equity 76,255 76,343 71,315 68,542 70,468 Unit counts Walmart U.S. segment 4,203 4,005 3,868 3,804 3,755 Walmart International segment 6,107 5,783 5,287 4,191 3,739 Sam’s Club segment 632 620 611 609 605 Total units 10,942 10,408 9,766 8,604 8,099 (1) Comparable store and club sales include fuel. Comparable sales include sales from stores and clubs open for the previous 12 months, including remodels, relocations and expansions, as well as e-commerce sales. Walmart 2014 Annual Report 1918 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview Wal-Mart Stores, Inc. (“Walmart,” the “Company” or “we”) operates retail and other stores in various formats around the world and is committed to saving people money so they can live better. Our operations
  • 50. consist of three reportable segments: Walmart U.S., Walmart International and Sam’s Club. • The Walmart U.S. segment includes the Company’s mass merchant concept in the United States (“U.S.”), operating under the “Walmart” or “Wal-Mart” brand with various formats, including supercenters, discount stores, Neighborhood Markets and other small stores, as well as walmart.com. Of our three segments, Walmart U.S. is the largest and has historically had the highest gross profit as a percentage of net sales (“gross profit rate”). In addition, Walmart U.S. has historically contributed the greatest amount to the Company’s net sales and operating income. • The Walmart International segment consists of the Company’s operations outside of the U.S., including various retail websites. Walmart International operates retail, wholesale and other types of units, including restaurants and some banks. The overall gross profit rate for Walmart International is lower than that of Walmart U.S. because of its merchandise mix. Walmart International has generally been our most rapidly growing segment, growing primarily through new stores and acquisitions and, in recent years, has been growing its net sales and operating income at a faster
  • 51. rate than our other segments. However, for fiscal 2014, Walmart International sales growth slowed due to fluctuations in currency exchange rates, as well as no significant acquisitions, and operating income declined as a result of certain operating expenses. • The Sam’s Club segment includes the warehouse membership clubs in the U.S., as well as samsclub.com. Sam’s Club operates as a membership club warehouse with a lower gross profit rate and lower operating expenses as a percentage of net sales than our other segments. At Walmart U.S., we earn the trust of our customers every day by providing a broad assortment of quality merchandise and services at everyday low prices (“EDLP”), while fostering a culture that rewards and embraces mutual respect, integrity and diversity. EDLP is our pricing philosophy under which we price items at a low price every day so that our customers trust that our prices will not change under frequent pro- motional activities. Our focus for Sam’s Club is to provide exceptional value on brand name and private label merchandise at “members only” prices for both business and personal use. Internationally, we operate with similar philosophies.
  • 52. Our fiscal year ends on January 31 for our U.S. and Canadian operations. We consolidate all other operations generally using a one-month lag and on a calendar year basis. Our business is seasonal to a certain extent due to different calendar events and national and religious holidays, as well as different weather patterns. Historically, our highest sales volume and operating income have occurred in the fiscal quarter ending January 31. This discussion, which presents our results for the fiscal years ended January 31, 2014 (“fiscal 2014”), January 31, 2013 (“fiscal 2013”) and January 31, 2012 (“fiscal 2012”), should be read in conjunction with our Consolidated Financial Statements and accompanying notes. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period and the pri- mary factors that accounted for those changes. We also discuss certain performance metrics that management uses to assess the Company’s performance. Additionally, the discussion provides information about the financial results of the various segments of our business to
  • 53. provide a better understanding of how those segments and their results affect the financial condition and results of operations of the Company as a whole. Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations, we discuss segment operating income, comparable store and club sales and other measures. Manage- ment measures the results of the Company’s segments using, among other measures, each segment’s operating income, including certain corporate overhead allocations. From time to time, we revise the measurement of each segment’s operating income or other measures, which include certain corporate overhead allocations, as determined by the information regularly reviewed by our chief operating decision maker. When we do so, the previous period amounts and balances are reclassified to conform to the current period’s presentation. The amounts disclosed for “Corporate and support” in the leverage discussion of the Company’s performance metrics consist of corporate overhead and other items not allocated to any of the Company’s segments. Comparable store and club sales is a metric that indicates the performance of our existing U.S. stores and clubs by measuring the change in
  • 54. sales for such stores and clubs, including e-commerce sales, for a particular period from the corresponding period in the previous year. Walmart’s definition of comparable store and club sales includes sales from stores and clubs open for the previous 12 months, including remodels, relocations, expansions and conversions, as well as e-commerce sales. We measure the e-commerce sales impact by including those sales initiated through our websites and fulfilled through our dedicated e-commerce distribution facilities, as well as an estimate for sales initiated online, but fulfilled through our stores and clubs. Changes in format are excluded from comparable store and club sales when the conversion is accompanied by a relocation or expansion that results in a change in retail square feet of more than five percent. Comparable store and club sales are also referred to as “same-store” sales by others within the retail industry. The method of calculating comparable store and club sales varies across the retail industry. As a result, our calculation of comparable store and club sales is not necessarily comparable to similarly titled measures reported by other companies. In discussing our operating results, the term currency exchange rates
  • 55. refers to the currency exchange rates we use to convert the operating results for all countries where the functional currency is not the U.S. dollar. We calculate the effect of changes in currency exchange rates as the difference between current period activity translated using the current period’s currency exchange rates, and the comparable prior year period’s currency exchange rates. Throughout our discussion, we refer to the results of this calculation as the impact of currency exchange rate fluctuations. When we refer to constant currency operating results, we are referring to our operating results without the impact of the currency exchange rate fluctuations and without the impact of acquisitions until the acquisitions are included in both comparable periods. The disclosure of constant currency amounts or results permits investors to understand better Walmart’s underlying performance without the effects of cur- rency exchange rate fluctuations or acquisitions. Volatility in currency exchange rates may impact the results, including net sales and operating income, of the Company and the Walmart International segment in the future. Walmart 2014 Annual Report 1918 Walmart 2014 Annual Report
  • 56. Management’s Discussion and Analysis of Financial Condition and Results of Operations We made certain reclassifications to prior period amounts or balances to conform to the presentation in the current fiscal year. These reclassifications did not impact the Company’s operating income or consolidated net income. Additionally, certain prior period segment asset and expense allocations have been reclassified among segments to be comparable with the current period presentation. The Retail Industry We operate in the highly competitive retail industry in all of the countries we serve. We face strong sales competition from other discount, depart- ment, drug, dollar, variety and specialty stores, warehouse clubs and supermarkets, as well as internet-based retailers and catalog businesses. Many of these competitors are national, regional or international chains. We compete with a number of companies for prime retail site locations, as well as in attracting and retaining quality employees (whom we call “associates”). We, along with other retail companies, are influenced by a number of factors including, but not limited to: catastrophic
  • 57. events, climate change, competitive pressures, consumer disposable income, consumer debt levels and buying patterns, consumer credit availability, cost of goods, currency exchange rate fluctuations, customer preferences, deflation, fuel and energy prices, general economic conditions, inflation, insurance costs, interest rates, labor costs, tax rates, unemployment and weather patterns. Further information on the factors that can affect our operating results and on certain risks to our Company and an investment in its securities can be located in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2014, and in the discussion under “Forward-Looking Statements.” Company Performance Metrics The Company’s performance metrics emphasize three priorities for improving shareholder value: growth, leverage and returns. The Company’s priority of growth focuses on sales through comparable store and club sales, including e-commerce sales, and unit square feet growth; the priority of leverage encompasses the Company’s objective to increase its operating income at a faster rate than the growth in net sales by growing its operating, selling, general and administrative expenses
  • 58. (“operating expenses”) at a slower rate than the growth of its net sales; and the priority of returns focuses on how efficiently the Company employs its assets through return on investment and how effectively the Company manages working capital through free cash flow. Growth Net Sales Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Percent Percent Percent Percent Percent Net Sales of Total Change Net Sales of Total Change Net Sales of Total Walmart U.S. $279,406 59.0% 1.8% $274,433 59.0% 3.9% $264,186 59.6% Walmart International 136,513 28.9% 1.3% 134,748 28.9% 7.4% 125,435 28.3% Sam’s Club 57,157 12.1% 1.3% 56,423 12.1% 4.9% 53,795 12.1% Net sales $473,076 100.0% 1.6% $465,604 100.0% 5.0% $443,416 100.0% Our consolidated net sales increased 1.6% and 5.0% for fiscal 2014 and 2013, respectively, when compared to the previous fiscal year. The increase in net sales for fiscal 2014 was primarily due to 3.1% year- over-year growth in retail square feet, higher e-commerce sales, the impact of fiscal 2013 acquisitions, which accounted for $730 million of the net sales
  • 59. increase, and positive comparable club sales at Sam’s Club. The positive effect of these items was partially offset by $5.1 billion of negative impact from fluctuations in currency exchange rates and decreases in comparable store sales at Walmart U.S. and in a number of our international operations. The increase in net sales for fiscal 2013 was due to 3.3% growth in retail square feet and positive comparable store and club sales. Additionally, net sales from acquisitions, through their respective anniversary dates, accounted for $4.0 billion of the increase in net sales. The increase in net sales for fiscal 2013 was partially offset by $4.5 billion of negative impact from fluctuations in currency exchange rates. Walmart 2014 Annual Report 2120 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Calendar Comparable Store and Club Sales Comparable store and club sales is a metric that indicates the performance of our existing U.S. stores and clubs by measuring the change in sales for such stores and clubs, including e-commerce sales, for a particular period over the corresponding period in the previous year. The retail industry generally reports comparable store and club sales using the retail calendar (also known as the 4-5-4 calendar) and, to be consistent with the retail industry, we provide comparable store and club sales using the retail calendar in our quarterly earnings releases. However,
  • 60. when we discuss our comparable store and club sales below, we are referring to our calendar comparable store and club sales calculated using our fiscal calendar. As our fiscal calendar differs from the retail calendar, our calendar comparable store and club sales also differ from the retail calendar comparable store and club sales provided in our quarterly earnings releases. Calendar comparable store and club sales, as well as the impact of fuel, for fiscal 2014 and 2013, were as follows: With Fuel Fuel Impact Fiscal Years Ended January 31, Fiscal Years Ended January 31, 2014 2013 2014 2013 Walmart U.S. (0.6)% 2.0% 0.0% 0.0% Sam’s Club 0.3% 4.1% (0.3)% 0.3% Total U.S. (0.5)% 2.4% (0.1)% 0.1% Comparable store and club sales in the U.S., including fuel, decreased 0.5% in fiscal 2014 and increased 2.4% in fiscal 2013, when compared to the previous fiscal year. The total U.S. comparable store and club sales for fiscal 2014 were negatively impacted by lower consumer spending primarily due to the slow recovery in general economic conditions, the 2% increase in the 2013 payroll tax rate, and the reduction in government food benefits and severe winter storms that occurred during the fourth quarter. These factors were partially offset by increased member traffic at Sam’s Club primarily coming from Savings Members. Additionally, e-commerce sales
  • 61. positively impacted Walmart U.S. comparable store and Sam’s Club comparable club sales percentages by approximately 0.3%. The total U.S. comparable store and club sales for fiscal 2013 increased as a result of improved average ticket and an increase in customer traffic. As we continue to add new stores and clubs in the U.S., we do so with an understanding that additional stores and clubs may take sales away from existing units. We estimate the negative impact on comparable store and club sales as a result of opening new stores and clubs was approximately 0.8% and 0.7% in fiscal 2014 and 2013, respectively. Our estimate is calculated primarily by comparing the sales trends of the impacted stores and clubs, which are identified based on their proximity to the new stores and clubs, to those of nearby non-impacted stores and clubs, in each case, as measured after the new stores and clubs are opened. Leverage Operating Income Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Operating Percent Percent Operating Percent Percent Operating Percent Income of Total Change Income of Total Change Income of Total Walmart U.S. $22,351 83.2% 4.0% $21,491 77.5% 5.4% $20,381 76.9% Walmart International 5,454 20.3% (17.6)% 6,617 23.9% 8.2%
  • 62. 6,113 23.1% Sam’s Club 1,975 7.3% 0.8% 1,960 7.1% 6.3% 1,844 7.0% Corporate and support (2,908) (10.8)% 24.1% (2,343) (8.5)% 26.9% (1,847) (7.0)% Operating income $26,872 100.0% (3.1)% $27,725 100.0% 4.7% $26,491 100.0% We believe comparing both the growth of our operating expenses and our operating income to the growth of our net sales are meaningful measures as they indicate how effectively we manage costs and leverage operating expenses. Our objective for a fiscal year is to grow operating expenses at a slower rate than net sales and to grow operating income at a faster rate than net sales. On occasion, we may make strategic growth investments that may, at times, cause our operating expenses to grow at a faster rate than net sales and that may result in our operating income growing at a slower rate than net sales. Walmart 2014 Annual Report 2120 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Operating Expenses For fiscal 2014, we did not meet our objective of growing operating expenses at a slower rate than net sales as operating expenses as a percentage of net sales increased 27 basis points. Overall,
  • 63. lower than anticipated net sales, higher investment in key areas, such as global leverage and e-commerce initiatives, and nearly $1.0 billion of increased expenses for various matters described in the Walmart International seg- ment discussion, were the primary causes for the increase in operating expenses as a percentage of net sales. Additional expenses related to the Foreign Corrupt Practices Act (“FCPA”) inquiries and investigations, as well as our global compliance program and related organizational enhancements, also contributed to the increase in operating expenses as a percentage of net sales. The negative leverage impact of these items was partially offset by lower incentive expenses for fiscal 2014. For fiscal 2013, we met our objective of growing operating expenses at a slower rate than net sales as operating expenses as a percentage of net sales decreased 14 basis points. The fiscal 2013 decrease in operating expenses as a percentage of net sales was primarily due to productivity improvements and expense management. Expenses incurred for the FCPA inquiries and investigations, as well as our global compliance program and related organizational enhancements, were $282 million and $157 million for fiscal 2014 and 2013, respectively.
  • 64. Operating Income For fiscal 2014, we did not meet our objective of growing operating income at a faster rate than net sales as operating income decreased 3.1% while net sales increased 1.6%, when compared to the previous fiscal year. This was primarily due to the factors we discussed for not leveraging operating expenses, partially offset by increases in member- ship and other income of 5.6%. For fiscal 2013, we also did not meet our objective of growing operating income at a faster rate than net sales as operating income increased 4.7% while net sales increased 5.0%, when compared to the previous fiscal year. The primary causes for operating income growing slower than net sales in fiscal 2013 were our increased investments in e-commerce initiatives, increased expenses related to the FCPA inquiries and investigations, as well as our global compliance program and related organizational enhancements, and investments in price, which reduced gross margin. Returns Return on Investment Management believes return on investment (“ROI”) is a meaningful metric to share with investors because it helps investors assess how
  • 65. effectively Walmart is deploying its assets. Trends in ROI can fluctuate over time as management balances long-term potential strategic initiatives with possible short-term impacts. ROI was 17.0% and 18.1% for fiscal 2014 and 2013, respectively. The decline in ROI was primarily due to a decline in operating income, investments in property and equipment and the impact of acquisitions. ROI is considered a non-GAAP financial measure. We consider return on assets (“ROA”) to be the financial measure computed in accordance with generally accepted accounting principles (“GAAP”) that is the most directly comparable financial measure to our calculation of ROI. ROA was 8.1% and 8.9% for fiscal 2014 and 2013, respectively. We define ROI as adjusted operating income (operating income plus interest income, depreciation and amortization, and rent expense) for the trailing twelve months or fiscal year divided by average invested capital during that period. We consider average invested capital to be the average of our beginning and ending total assets of continuing operations, plus average accumulated depreciation and amortization less average accounts payable and average accrued liabilities for that period, plus a rent factor equal to the rent for the fiscal year or
  • 66. trailing twelve months multiplied by a factor of eight. When we have discontinued operations, we exclude the impact of the discontinued operations. Our calculation of ROI is considered a non-GAAP financial measure because we calculate ROI using financial measures that exclude and include amounts that are included and excluded in the most directly comparable GAAP financial measure. For example, we exclude the impact of depreciation and amortization from our reported operating income in calculating the numerator of our calculation of ROI. In addi- tion, we include a factor of eight for rent expense that estimates the hypothetical capitalization of our operating leases. ROI differs from ROA (which is consolidated income from continuing operations for the period divided by average total assets of continuing operations for the period) because ROI: adjusts operating income to exclude certain expense items and adds interest income; adjusts total assets of continuing operations for the impact of accumulated depreciation and amortization, accounts payable and accrued liabilities; and incorporates a factor of rent to arrive at total invested capital.
  • 67. Although ROI is a standard financial metric, numerous methods exist for calculating a company’s ROI. As a result, the method used by management to calculate our ROI may differ from the methods used by other companies to calculate their ROI. We urge you to understand the methods used by other companies to calculate their ROI before comparing our ROI to that of such other companies. Walmart 2014 Annual Report 2322 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations The calculation of ROI, along with a reconciliation to the calculation of ROA, the most comparable GAAP financial measure, is as follows: Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 CALCULATION OF RETURN ON INVESTMENT Numerator Operating income $ 26,872 $ 27,725 + Interest income 119 186 + Depreciation and amortization 8,870 8,478 + Rent 2,828 2,581
  • 68. = Adjusted operating income $ 38,689 $ 38,970 Denominator Average total assets of continuing operations (1) $203,680 $198,193 + Average accumulated depreciation and amortization (1) 57,907 51,829 - Average accounts payable (1) 37,748 37,344 - Average accrued liabilities (1) 18,802 18,481 + Rent x 8 22,624 20,648 = Average invested capital $227,661 $214,845 Return on investment (ROI) 17.0% 18.1% CALCULATION OF RETURN ON ASSETS Numerator Income from continuing operations $ 16,551 $ 17,704 Denominator Average total assets of continuing operations (1) $203,680 $198,193 Return on assets (ROA) 8.1% 8.9% As of January 31, 2014 2013 2012 Certain Balance Sheet Data Total assets of continuing operations (2) $204,291 $203,068 $193,317 Accumulated depreciation and amortization 60,771 55,043 48,614 Accounts payable 37,415 38,080 36,608
  • 69. Accrued liabilities 18,793 18,808 18,154 (1) The average is based on the addition of the account balance at the end of the current period to the account balance at the end of the prior period and dividing by 2. (2) Total assets of continuing operations as of January 31, 2014, 2013 and 2012 in the table exclude assets of discontinued operations that are reflected in the Company’s Consolidated Balance Sheets of $460 million, $37 million and $89 million, respectively. Free Cash Flow We define free cash flow as net cash provided by operating activities in a period minus payments for property and equipment made in that period. We generated free cash flow of $10.1 billion, $12.7 billion and $10.7 billion for fiscal 2014, 2013 and 2012, respectively. The decline in free cash flow for fiscal 2014, when compared to the previous fiscal year, was primarily due to the timing of income tax payments, as well as lower income from continuing operations and slightly higher capital expenditures. The fiscal 2013 increase in free cash flow was primarily due to higher income from continuing operations positively impacting net cash generated from operating activities and lower capital expenditures. Free cash flow is considered a non-GAAP financial measure.
  • 70. We consider net cash provided by operating activities to be the GAAP financial measure most directly comparable to free cash flow. Management believes that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating the Company’s financial performance. Free cash flow should be considered in addition to, rather than as a substitute for, consolidated income from continuing operations as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures as the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acqui- sitions. Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to our Consolidated Statements of Cash Flows. Although other companies report their free cash flow, numerous methods may exist for calculating a company’s free cash flow. As a result,
  • 71. the method used by our management to calculate our free cash flow may differ from the methods used by other companies to calculate their free cash flow. We urge you to understand the methods used by other companies to calculate their free cash flow before comparing our free cash flow to that of such other companies. The following table sets forth a reconciliation of free cash flow to net cash provided by operating activities, as well as information regarding net cash used in investing activities and net cash used in financing activities. Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Net cash provided by operating activities $ 23,257 $ 25,591 $ 24,255 Payments for property and equipment (13,115) (12,898) (13,510) Free cash flow $ 10,142 $ 12,693 $ 10,745 Net cash used in investing activities (1) $(12,298) $(12,611) $(16,609) Net cash used in financing activities (11,017) (11,972) (8,458) (1) “Net cash used in investing activities” includes payments for property and
  • 72. equipment, which is also included in our computation of free cash flow. Walmart 2014 Annual Report 2322 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Consolidated Results of Operations (Amounts in millions, Fiscal Years Ended January 31, except unit counts) 2014 2013 2012 Total revenues $476,294 $468,651 $446,509 Percentage change in total revenues from previous fiscal year 1.6% 5.0% 6.0% Net sales $473,076 $465,604 $443,416 Percentage change in net sales from previous fiscal year 1.6% 5.0% 5.9% Total U.S. calendar comparable store and club sales (0.5)% 2.4% 1.6% Gross profit margin as a percentage of net sales 24.3% 24.3% 24.5% Operating income $ 26,872 $ 27,725 $ 26,491 Operating income as a percentage of net sales 5.7% 6.0% 6.0% Income from continuing
  • 73. operations $ 16,551 $ 17,704 $ 16,408 Unit counts at period end 10,942 10,408 9,766 Retail square feet at period end 1,101 1,070 1,035 Our total revenues, which are mostly comprised of net sales, but also include membership and other income, increased 1.6% and 5.0% for fiscal 2014 and 2013, respectively, when compared to the previous fiscal year. The increase in total revenues was primarily a result of increases in our net sales, which also increased 1.6% and 5.0% for fiscal 2014 and 2013, respectively. The increase in net sales for fiscal 2014 was primarily due to 3.1% year-over-year growth in retail square feet, higher e- commerce sales, the impact of fiscal 2013 acquisitions, which accounted for $730 million of the net sales increase, and positive comparable club sales at Sam’s Club. The positive effect of these items was partially offset by $5.1 billion of negative impact from fluctuations in currency exchange rates and decreases in comparable store sales at Walmart U.S. and in a number of our international operations. The increase in net sales for fiscal 2013 was due to 3.3% growth in retail square feet and positive comparable store and club sales. Additionally, net sales from acquisitions, through their respective anniversary dates, accounted for $4.0 billion of the increase in
  • 74. net sales. The increase in net sales for fiscal 2013 was partially offset by $4.5 billion of negative impact from fluctuations in currency exchange rates. Increases in membership and other income of 5.6%, primarily due to higher membership and other income at Sam’s Club, also contributed to the increase in total revenues for fiscal 2014 and 2013. Our gross profit rate decreased 3 basis points for fiscal 2014, when compared to the previous fiscal year, primarily due to our ongoing investment in price, as well as merchandise mix. For fiscal 2013, gross profit rate decreased 12 basis points, when compared to the previous fiscal year, primarily due to the Walmart U.S. segment’s strategic focus on price investment and low price leadership. For fiscal 2014, we did not meet our objective of growing operating expenses at a slower rate than net sales as operating expenses as a percentage of net sales increased 27 basis points. Overall, lower than anticipated net sales, higher investment in key areas, such as global leverage and e-commerce initiatives, and nearly $1.0 billion of increased expenses for various matters described in the Walmart International segment discussion, were the primary cause for the increase in operating
  • 75. expenses as a percentage of net sales. Additional expenses related to the FCPA inquiries and investigations, as well as our global compliance pro- gram and related organizational enhancements also contributed to the increase in operating expenses as a percentage of net sales. The negative leverage impact of these items was partially offset by lower incentive expenses for fiscal 2014. For fiscal 2013, we met our objective of growing operating expenses at a slower rate than net sales as operating expenses as a percentage of net sales decreased 14 basis points. The fiscal 2013 decrease in operating expenses as a percentage of net sales was primarily due to productivity improvements and expense management. For fiscal 2014, we did not meet our objective of growing operating income at a faster rate than net sales as operating income decreased 3.1% while net sales increased 1.6%, when compared to the previous fiscal year. This was primarily due to the factors we discussed for not leveraging operating expenses, partially offset by increases in member- ship and other income. For fiscal 2013, we also did not meet our objective of growing operating income at a faster rate than net sales as operating income increased 4.7% while net sales increased 5.0%, when compared to the previous fiscal year. The primary causes for
  • 76. operating income growing slower than net sales in fiscal 2013 were investments in e-commerce initiatives, increased expenses related to the FCPA inquiries and investigations, as well as our global compliance program and related organizational enhancements, and investments in price, which reduced gross margin. Our effective income tax rates were 32.9%, 31.0% and 32.6% for fiscal 2014, 2013 and 2012, respectively. The reconciliation from the U.S. statutory rate to the effective income tax rates for fiscal 2014, 2013 and 2012 is presented in Note 9 in the “Notes to Consolidated Financial Statements.” Our effective income tax rate for fiscal 2014 was higher than in fiscal 2013 primarily due to the tax impacts attributable to repatriated international earnings during fiscal 2014. Our fiscal 2013 effective income tax rate was lower than in fiscal 2012 primarily because the fiscal 2013 rate benefited from a number of discrete tax items, including the positive impact from fiscal 2013 legislative changes arising at the end of the fiscal 2012 year, most notably the American Taxpayer Relief Act of 2012. Our effective income tax rate may fluctuate from period to period as a result of factors including changes in our assessment of certain tax
  • 77. contingencies, increases or decreases in valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items and the mix of earnings among our U.S. and international operations where the statutory rates are generally lower than the U.S. statutory rate. As a result of the factors discussed above, we reported $16.6 billion, $17.7 billion and $16.4 billion of consolidated income from continuing operations for fiscal 2014, 2013 and 2012, respectively, a decrease of $1.1 billion for fiscal 2014 and an increase of $1.3 billion for fiscal 2013, when compared to the previous fiscal year. Diluted income per common share from continuing operations attributable to Walmart (“EPS”) was $4.85, $5.01 and $4.53 for fiscal 2014, 2013 and 2012, respectively. Walmart 2014 Annual Report 2524 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Walmart U.S. Segment (Amounts in millions,
  • 78. Fiscal Years Ended January 31, except unit counts) 2014 2013 2012 Net sales $279,406 $274,433 $264,186 Percentage change from previous fiscal year 1.8% 3.9% 1.5% Calendar comparable store sales (0.6)% 2.0% 0.3% Operating income $ 22,351 $ 21,491 $ 20,381 Operating income as a percentage of net sales 8.0% 7.8% 7.7% Unit counts at period end 4,203 4,005 3,868 Retail square feet at period end 659 641 627 Net sales for the Walmart U.S. segment increased 1.8% and 3.9% for fiscal 2014 and 2013, respectively, when compared to the previous fiscal year. For fiscal 2014, the increase in net sales was due to year-over- year growth in retail square feet of 2.9%, partially offset by a decline in comparable store sales of (0.6)%. Our comparable store sales were negatively impacted by lower consumer spending primarily due to the slow recovery in general economic conditions, the 2% increase in the 2013 payroll tax rate, and the reduction in government food benefits and severe winter storms that occurred in the fourth quarter. For fiscal 2013, the increase in net sales was due to a 2.0% increase in comparable store sales as a result
  • 79. of higher average ticket and an increase in customer traffic, combined with a 2.2% increase in retail square feet. The fiscal 2014 gross profit rate declined slightly when compared to the previous fiscal year primarily due to our commitment to low price leadership, especially during fiscal 2014’s highly competitive holiday sales season, partially offset by cost of goods savings initiatives and supply chain productivity. Gross profit rate declined 16 basis points for fiscal 2013, when compared to the previous fiscal year, primarily due to our strategic focus on price investment and low price leadership. Walmart U.S. leveraged operating expenses for fiscal 2014 and 2013, as operating expenses as a percentage of segment net sales declined 18 and 27 basis points, respectively, compared to the previous fiscal year. The decrease in operating expenses as a percentage of segment net sales was driven by productivity initiatives in both years, as well as lower incentive expenses in fiscal 2014. As a result of the factors discussed above, segment operating income was $22.4 billion, $21.5 billion and $20.4 billion during fiscal 2014, 2013 and 2012, respectively, and Walmart U.S. grew operating
  • 80. income faster than sales during fiscal 2014 and 2013. Walmart International Segment (Amounts in millions, Fiscal Years Ended January 31, except unit counts) 2014 2013 2012 Net sales $136,513 $134,748 $125,435 Percentage change from previous fiscal year 1.3% 7.4% 15.3% Operating income $ 5,454 $ 6,617 $ 6,113 Operating income as a percentage of net sales 4.0% 4.9% 4.9% Unit counts at period end 6,107 5,783 5,287 Retail square feet at period end 358 346 326 Net sales for the Walmart International segment increased 1.3% and 7.4% for fiscal 2014 and 2013, respectively, when compared to the previous fiscal year. For fiscal 2014, the increase in net sales was due to year-over- year growth in retail square feet of 3.6% and the impact of fiscal 2013 acquisitions, which accounted for $730 million of the net sales increase. In addition, higher e-commerce sales in each country with e- commerce operations, particularly in the United Kingdom, Brazil and China, contributed to the increase in net sales. The increase in net sales was partially offset by $5.1 billion of negative impact from
  • 81. fluctuations in currency exchange rates. For fiscal 2013, the increase in net sales was due to year-over-year growth in retail square feet of 5.9% and positive comparable sales. In addition, net sales from fiscal 2012 acquisitions accounted for $4.0 billion of the increase in net sales. The increase in net sales was partially offset by $4.5 billion of negative impact from fluctuations in currency exchange rates. Gross profit rate decreased 10 basis points for fiscal 2014 and was flat for fiscal 2013, when compared to the previous fiscal year. The fiscal 2014 decrease in gross profit rate was primarily due to price investments in certain countries, including Brazil, Canada and Mexico. Walmart International did not leverage operating expenses for fiscal 2014 as operating expenses as a percentage of segment net sales increased 80 basis points, when compared to the previous fiscal year. Operating expenses as a percentage of segment net sales were impacted by lower than anticipated net sales, increased wages and strategic investments, including investments in e-commerce initiatives. In addition, we incurred nearly $1.0 billion of aggregated expenses for the following matters that contributed to the increase in our operating expenses as a
  • 82. percentage of segment net sales: • Charges for contingencies for non-income taxes and employment claims in Brazil; • Charges for the closure of 29 units in China and 25 units in Brazil due to poor performance; • Store lease expenses in China and Mexico to correct a historical accounting practice that did not conform to our global accounting policies; and • Expenses for the termination of the joint venture, franchise and supply agreements related to our former partner’s retail store operations in India. Walmart 2014 Annual Report 2524 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Operating expenses as a percentage of segment net sales decreased 22 basis points in fiscal 2013, when compared to the previous fiscal year. Walmart International leveraged operating expenses in fiscal
  • 83. 2013 pri- marily due to expense management. While each country is focused on leveraging operating expenses, the countries that generated the most leverage included Brazil, Chile and the United Kingdom in fiscal 2013. As a result of the factors discussed above, segment operating income was $5.5 billion, $6.6 billion and $6.1 billion for fiscal 2014, 2013 and 2012, respectively. Fluctuations in currency exchange rates negatively impacted operating income $26 million and $111 million in fiscal 2014 and fiscal 2013, respectively, and positively impacted operating income $105 million in fiscal 2012. Walmart International did not grow operating income faster than net sales in fiscal 2014, but grew operating income faster than net sales in fiscal 2013. Sam’s Club Segment We believe the information in the following table under the caption “Excluding Fuel” is useful to investors because it permits investors to understand the effect of the Sam’s Club segment’s fuel sales on its results of operations, which are impacted by the volatility of fuel prices. Volatility in fuel prices may continue to impact the operating results of the Sam’s Club segment in the future.
  • 84. (Amounts in millions, Fiscal Years Ended January 31, except unit counts) 2014 2013 2012 Including Fuel Net sales $57,157 $56,423 $53,795 Percentage change from comparable period 1.3% 4.9% 8.8% Calendar comparable club sales increase 0.3% 4.1% 8.4% Operating income $ 1,975 $ 1,960 $ 1,844 Operating income as a percentage of net sales 3.5% 3.5% 3.4% Unit counts at period end 632 620 611 Retail square feet at period end 84 83 82 Excluding Fuel Net sales $50,574 $49,789 $47,616 Percentage change from previous fiscal year 1.6% 4.6% 5.4% Operating income $ 1,949 $ 1,913 $ 1,805 Operating income as a percentage of net sales 3.9% 3.8% 3.8% Net sales for the Sam’s Club segment increased 1.3% and 4.9% for fiscal 2014 and 2013, respectively, when compared to the previous fiscal year. The fiscal 2014 increase in net sales was due to year-over-year growth in retail square feet of 2.1%, driven by the addition of 12 new clubs, as well as positive comparable club sales of 0.3%. Our positive comparable club sales were the result of increased member traffic primarily
  • 85. coming from our Savings Members, partially offset by severe winter storms that occurred in the fourth quarter. The net sales increase in fiscal 2013 was primarily due to positive comparable club sales, driven by an increase in customer traffic and average ticket. The addition of nine new clubs in fiscal 2013 also helped increase net sales. Gross profit rate was flat for fiscal 2014 and 2013, when compared to the previous fiscal year. For fiscal 2014, our gross profit was negatively impacted by $39 million from an adjustment to our product warranty liabilities, which was offset by a favorable impact from merchandise mix. Membership and other income increased 14.1% and 3.0% for fiscal 2014 and 2013, respectively, when compared to the previous fiscal year. The fiscal 2014 increase was primarily due to the improved contract terms relating to the profit sharing arrangement with our credit card provider, increased membership fees that were introduced on May 15, 2013, $24 million of income from the sale of two real estate properties and an increase in members from the opening of 12 new clubs. The fiscal 2013 increase was primarily due to an increase in total members aided by the opening of nine new clubs.
  • 86. Sam’s Club did not leverage expenses for fiscal 2014 as operating expenses as a percentage of segment net sales increased 26 basis points, when compared to the previous fiscal year. The increase in operating expenses as a percentage of segment net sales was primarily due to a $59 million charge for the implementation of a new in-club staffing structure and the pending closure of one club, as well as a state excise tax refund credit we received in the previous fiscal year. Sam’s Club leveraged expenses for fiscal 2013 as operating expenses as a percentage of segment net sales decreased 9 basis points, when compared to the previous fiscal year. The fiscal 2013 decrease was due to improved wage management, a state excise tax refund credit we received and lower expenses in connection with club remodels. As a result of the factors discussed above, operating income was $2.0 billion, $2.0 billion and $1.8 billion for fiscal 2014, 2013 and 2012, respectively. Sam’s Club did not grow operating income faster than net sales in fiscal 2014, but did grow operating income faster than sales in fiscal 2013. Liquidity and Capital Resources Liquidity
  • 87. Cash flows provided by operating activities have historically supplied us with a significant source of liquidity. We use these cash flows, supple- mented with long-term debt and short-term borrowings, to fund our operations and global expansion activities. Generally, some or all of the remaining available cash flow funds all or part of the dividends on our common stock and share repurchases. Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Net cash provided by operating activities $ 23,257 $ 25,591 $ 24,255 Payments for property and equipment (13,115) (12,898) (13,510) Free cash flow $ 10,142 $ 12,693 $ 10,745 Net cash used in investing activities (1) $(12,298) $(12,611) $(16,609) Net cash used in financing activities (11,017) (11,972) (8,458) (1) “Net cash used in investing activities” includes payments for property and equipment, which is also included in our computation of free cash flow. Walmart 2014 Annual Report 2726 Walmart 2014 Annual Report
  • 88. Management’s Discussion and Analysis of Financial Condition and Results of Operations Cash Flows Provided by Operating Activities Cash flows provided by operating activities were $23.3 billion, $25.6 billion and $24.3 billion for fiscal 2014, 2013 and 2012, respectively. The decrease in cash flows provided by operating activities for fiscal 2014, when compared to the previous fiscal year, was primarily due to the timing of income tax payments, as well as lower income from continuing operations. The increase in cash flows provided by operating activities in fiscal 2013, when compared to the previous fiscal year, was primarily due to higher income for continuing operations. Cash Equivalents and Working Capital Cash and cash equivalents were $7.3 billion and $7.8 billion at January 31, 2014 and 2013, respectively. Our working capital deficits were $8.2 billion and $11.9 billion at January 31, 2014 and 2013, respectively. The decrease in our working capital deficit was primarily attributable to a decrease in long-term debt due within one year and an increase in our inventory levels due to lower than anticipated sales across the Company. Timing differences also contributed to the decrease in our working capital
  • 89. deficit. We generally operate with a working capital deficit due to our efficient use of cash in funding operations and in providing returns to our shareholders in the form of share repurchases and payments of cash dividends. We employ financing strategies (e.g., global funding structures) in an effort to ensure cash can be made available in the country in which it is needed with the minimum cost possible. We do not believe it will be necessary to repatriate cash and cash equivalents held outside of the U.S. and anticipate our domestic liquidity needs will be met through other funding sources (ongoing cash flows generated from operations, external borrowings or both). Accordingly, we intend, with only certain exceptions, to continue to indefinitely reinvest our cash and cash equivalents held outside of the U.S. in our foreign operations. When the income earned (either from operations or through global funding structures) and indefi- nitely reinvested outside of the U.S. is taxed at local country tax rates, which are generally lower than the U.S. statutory rate, we realize an effective tax rate benefit. If our intentions with respect to reinvestment were to change, most of the amounts held within our foreign operations could be repatri-
  • 90. ated to the U.S., although any repatriation under current U.S. tax laws would be subject to U.S. federal income taxes, less applicable foreign tax credits. As of January 31, 2014 and 2013, cash and cash equivalents of approximately $1.9 billion may not be freely transferable to the U.S. due to local laws or other restrictions. We do not expect local laws, other limitations or potential taxes on anticipated future repatriations of cash amounts held outside of the U.S. to have a material effect on our overall liquidity, financial condition or results of operations. Cash Flows Used in Investing Activities Cash flows used in investing activities generally consist of payments for property and equipment and investments and business acquisitions. Payments for property and equipment were $13.1 billion, $12.9 billion and $13.5 billion for fiscal 2014, 2013 and 2012, respectively. The fiscal 2014 increase was primarily for additional Neighborhood Markets and other small formats in the Walmart U.S. segment. The fiscal 2013 decrease was primarily the result of lowering the average cost for remodels. Payments for investments and business acquisitions, net of cash acquired, were $15 million, $316 million and $3.5 billion for fiscal 2014, 2013 and 2012, respectively.
  • 91. Pending Transaction As discussed in Note 13 to our Consolidated Financial Statements, we currently anticipate completing the following transaction that will impact our future cash flows from investing activities: Vips Restaurant Business in Mexico In September 2013, Wal-Mart de México, S.A.B. de C.V. (“Walmex”), a majority-owned subsidiary of the Company, entered into a definitive agreement with Alsea S.A.B. de C.V. to dispose of Walmex’s Vips restaurant business (“Vips”) in Mexico for approximately $625 million. Accordingly, the Vips operating results are presented as discontinued operations in the Company’s Consolidated Statements of Income for fiscal 2014, 2013 and 2012. Additionally, the Vips assets and liabilities to be disposed of are reported separately in the Company’s Consolidated Balance Sheets as of January 31, 2014. The Vips sale is subject to approval by Mexican regulatory authorities and is currently expected to close during the first half of fiscal 2015. Upon completion of this transaction, the Company expects to record a net gain, which will be recorded in discontinued operations in the Company’s Consolidated Statements of Income. Global Expansion Activities In addition to our growth in retail square feet discussed throughout the “Results of Operations” discussion, we expanded in e-commerce
  • 92. in each of our segments during fiscal 2014, with Walmart U.S. and Sam’s Club focused on the e-commerce market in the U.S. and Walmart International focused on the e-commerce markets in countries outside of the U.S., primarily the United Kingdom, China and Brazil. Some of our fiscal 2014 e- commerce accomplishments included developing a new recommendation engine to further personalize search, improving the mobile shopping experience, accelerating the deployment of our global technology platform and increasing assortment offered on our websites. Each of these accom- plishments further supports the operations of our segments. Our fiscal 2015 global expansion plans include continuing to grow our retail square feet, which will include a significant increase in the number of Neighborhood Markets and other small stores. In addition, we plan to continue to expand our e-commerce capabilities. We anticipate financing our global expansion activities through cash flows provided by operating activities and future debt financings. The following table provides our estimated range for fiscal 2015 capital expenditures, as well as our estimated range for growth in retail square feet. Our anticipated e-commerce capital expenditures are included in our estimated range
  • 93. for fiscal 2015 capital expenditures. The amounts in the table do not include capital expenditures or growth in retail square feet from any pending or future acquisitions. Fiscal 2015 Fiscal 2015 Projected Capital Projected Growth in Expenditures Retail Square Feet (in billions) (in thousands) Walmart U.S. $ 6.4 to $ 6.9 21,000 to 23,000 Walmart International 4.0 to 4.5 12,000 to 14,000 Sam’s Club 1.0 to 1.0 2,000 to 2,000 Corporate and support 1.0 to 1.0 — to — Total $12.4 to $13.4 35,000 to 39,000 Walmart 2014 Annual Report 2726 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations The following table represents the allocation of our capital expenditures for property and equipment: Allocation of Capital Expenditures (Amounts in millions) Fiscal Years Ending January 31, Capital Expenditures 2014 2013
  • 94. New stores and clubs, including expansions and relocations $ 5,083 $ 4,340 Information systems, distribution, e-commerce and other 2,539 2,922 Remodels 1,030 995 Total U.S. 8,652 8,257 Walmart International 4,463 4,641 Total capital expenditures $13,115 $12,898 Cash Flows Used in Financing Activities Cash flows used in financing activities generally consist of transactions related to our short-term and long-term debt, as well as dividends paid and the repurchase of Company stock. Transactions with noncontrolling interest shareholders are also classified as cash flows from financing activities. Short-term Borrowings Short-term borrowings increased $911 million for fiscal 2014, compared to an increase of $2.8 billion for the previous fiscal year. Favorable interest rates available to us have allowed us to continue to utilize the liquidity under our short-term borrowing programs to provide funding used for our operations, dividend payments, share repurchases, capital expenditures and for other cash requirements and corporate purposes as needed. Long-term Debt
  • 95. Information on significant long-term debt issued during fiscal 2014, is as follows: (Amounts in millions) Maturity Interest Principal Issue Date Date Rate Amount April 11, 2013 April 11, 2016 0.600% $1,000 April 11, 2013 April 11, 2018 1.125% 1,250 April 11, 2013 April 11, 2023 2.550% 1,750 April 11, 2013 April 11, 2043 4.000% 1,000 October 2, 2013 December 15, 2018 1.950% 1,000 October 2, 2013 October 2, 2043 4.750% 750 Total $6,750 The aggregate net proceeds from these long-term debt issuances were approximately $6.7 billion, which were used to pay down and refinance existing debt and for other general corporate purposes. We also received additional aggregate net proceeds of approximately $0.4 billion from other, smaller long-term debt issuances in several of our international operations, which were used primarily to refinance existing debt. Dividends Our total dividend payments were $6.1 billion, $5.4 billion, and $5.0 billion for fiscal 2014, 2013 and 2012, respectively. On February 20, 2014, the Board of Directors approved the fiscal 2015 annual dividend at $1.92 per share,
  • 96. an increase compared to the fiscal 2014 dividend of $1.88 per share. For fiscal 2015, the annual dividend will be paid in four quarterly installments of $0.48 per share, according to the following record and payable dates: Record Date Payable Date March 11, 2014 April 1, 2014 May 9, 2014 June 2, 2014 August 8, 2014 September 3, 2014 December 5, 2014 January 5, 2015 Company Share Repurchase Program From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Board of Directors. On June 6, 2013, the Company’s Board of Directors replaced the previous $15.0 billion share repurchase program, which had approximately $712 million of remaining authorization for share repurchases as of that date, with a new $15.0 billion share repurchase program, which was announced on June 7, 2013. As was the case with the replaced share repurchase program, the current share repurchase program has no expiration date or other restrictions limiting the period over which the Company can make share repurchases. At January 31, 2014, authorization for $11.3 billion of share repurchases remained under the
  • 97. current share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status. The Company considers several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings and the market price of its common stock. The following table provides, on a settlement date basis, the number of shares repurchased, average price paid per share and total cash paid for share repurchases for fiscal 2014, 2013 and 2012: (Amounts in millions, Fiscal Years Ended January 31, except per share data) 2014 2013 2012 Total number of shares repurchased 89.1 113.2 115.3 Average price paid per share $74.99 $67.15 $54.64 Total cash paid for share repurchases $6,683 $7,600 $6,298 Walmart 2014 Annual Report 2928 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Transactions with Noncontrolling Interest Holders
  • 98. As discussed in Note 13 to our Consolidated Financial Statements, we have completed or anticipate completing the following transactions with noncontrolling interest shareholders that have impacted our cash flows from financing activities or that will impact our cash flows from financing activities in the future: India Operations During fiscal 2014, the Company acquired, for $100 million, the remaining ownership interest in Bharti Walmart Private Limited, previously a joint venture between Bharti Ventures Limited (“Bharti”) and the Company established in 2007, which operated the Company’s wholesale cash & carry business in India. Upon completion of the transaction, the Company became the sole owner of the cash & carry business in India. In addition, the Company also terminated its joint venture, franchise and supply agreements with Bharti Retail Limited (“Bharti Retail”), which operates Bharti’s retail business in India, and transferred its investment in that business to Bharti. In connection with the agreements related to the Bharti retail business, the Company paid and forgave indebtedness of approximately $234 million. The amounts paid to complete these transactions are
  • 99. included in the other investing and other financing categories in the Company’s Consolidated Statements of Cash Flows for fiscal 2014. Walmart Chile In September 2013, certain redeemable noncontrolling interest shareholders exercised put options that required the Company to purchase a portion of their shares in Walmart Chile at the mutually agreed upon redemption value to be determined after exercise of the put options. In fiscal 2014, the Company recorded an increase to redeemable noncontrolling interest of $1.0 billion, with a correspond- ing decrease to capital in excess of par value, to reflect the estimated redemption value of the redeemable noncontrolling interest at $1.5 billion. Subsequent to the initial exercise, the Company negotiated with the redeemable noncontrolling interest shareholders to acquire all of their redeemable noncontrolling interest shares. The Company completed this transaction in February 2014, after period end, using its existing cash and bringing its ownership interest in Walmart Chile to approximately 99.7 percent. The Company has since initiated a tender offer for the remaining 0.3 percent noncontrolling interest held by the public in Chile at the same value per share as was paid to the redeemable noncontrolling interest shareholders. The
  • 100. tender offer will expire in the first quarter of fiscal 2015. Capital Resources We believe cash flows from continuing operations, our current cash position and access to debt and capital markets will continue to be sufficient to meet our anticipated operating cash needs, including seasonal buildups in merchandise inventories, and complete our capital expenditures, dividend payments and share repurchases. We have strong commercial and long-term debt ratings that have enabled and should continue to enable us to refinance our debt as it becomes due at favorable rates in debt capital markets. At January 31, 2014, the ratings assigned to our commercial paper and rated series of our outstanding long-term debt were as follows: Rating agency Commercial paper Long-term debt Standard & Poor’s A-1+ AA Moody’s Investors Service P-1 Aa2 Fitch Ratings F1+ AA Credit rating agencies review their ratings periodically and, therefore, the credit ratings assigned to us by each agency may be subject to revision at any time. Accordingly, we are not able to predict whether our current
  • 101. credit ratings will remain consistent over time. Factors that could affect our credit ratings include changes in our operating performance, the general economic environment, conditions in the retail industry, our financial position, including our total debt and capitalization, and changes in our business strategy. Any downgrade of our credit ratings by a credit rating agency could increase our future borrowing costs or impair our ability to access capital and credit markets on terms com- mercially acceptable to us. In addition, any downgrade of our current short-term credit ratings could impair our ability to access the commercial paper markets with the same flexibility that we have experienced historically, potentially requiring us to rely more heavily on more expensive types of debt financing. The credit rating agency ratings are not recommendations to buy, sell or hold our commercial paper or debt securities. Each rating may be subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating. Moreover, each credit rating is specific to the security to which it applies. To monitor our credit rating and our capacity for long-term financing, we consider various qualitative and quantitative factors. We
  • 102. monitor the ratio of our debt-to-total capitalization as support for our long- term financing decisions. At January 31, 2014 and 2013, the ratio of our debt- to-total capitalization was 42.6% and 41.5%, respectively. For the purpose of this calculation, debt is defined as the sum of short-term borrowings, long-term debt due within one year, obligations under capital leases due within one year, long-term debt and long-term obligations under capital leases. Total capitalization is defined as debt plus total Walmart shareholders’ equity. The increase in our debt-to-total capitalization ratio was primarily driven by changes in working capital and higher long-term debt balances. Walmart 2014 Annual Report 2928 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Contractual Obligations and Other Commercial Commitments The following table sets forth certain information concerning our obligations and commitments to make contractual future payments, such as debt and lease agreements, and certain contingent commitments: Payments Due During Fiscal Years Ending January 31,
  • 103. (Amounts in millions) Total 2015 2016-2017 2018-2019 Thereafter Recorded contractual obligations: Long-term debt (1) $ 45,874 $ 4,103 $ 6,876 $ 4,638 $30,257 Short-term borrowings 7,670 7,670 — — — Capital lease obligations (2) 6,291 586 1,077 917 3,711 Unrecorded contractual obligations: Non-cancelable operating leases 17,170 1,734 3,094 2,506 9,836 Estimated interest on long-term debt 34,034 1,921 3,692 3,459 24,962 Trade letters of credit 2,843 2,843 — — — Purchase obligations 5,032 4,383 621 20 8 Total commercial commitments $118,914 $23,240 $15,360 $11,540 $68,774 (1) “Long-term debt” includes the fair value of our derivatives classified as fair value hedges. (2) “Capital lease obligations” includes executory costs and imputed interest related to capital lease obligations that are not yet recorded. Refer to Note 11 for more information. Additionally, the Company has approximately $15.4 billion in undrawn lines of credit and standby letter of credit facilities which, if drawn upon, would be included in the liabilities section of the Company’s Consolidated Balance Sheets. Estimated interest payments are based on our principal amounts
  • 104. and expected maturities of all debt outstanding at January 31, 2014, and management’s forecasted market rates for our variable rate debt. Purchase obligations include legally binding contracts such as firm commitments for inventory and utility purchases, as well as commitments to make capital expenditures, software acquisition and license commit- ments and legally binding service contracts. Purchase orders for inventory and other services are not included in the table above. Purchase orders represent authorizations to purchase rather than binding agreements. For the purposes of this table, contractual obligations for the purchase of goods or services are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase orders are based on our current inventory needs and are fulfilled by our suppliers within short time periods. We also enter into contracts for outsourced services; however, the obligations under these contracts are not significant and the contracts generally contain clauses allowing for cancellation without significant penalty.
  • 105. The expected timing for payment of the obligations discussed above is estimated based on current information. Timing of payments and actual amounts paid with respect to some unrecorded contractual commit- ments may be different depending on the timing of receipt of goods or services or changes to agreed-upon amounts for some obligations. In addition to the amounts shown in the table above, $763 million of unrecognized tax benefits are considered uncertain tax positions and have been recorded as liabilities. The timing of the payment, if any, associated with these liabilities is uncertain. Refer to Note 9 in the “Notes to Consolidated Financial Statements” for additional discussion of unrecognized tax benefits. Off Balance Sheet Arrangements In addition to the unrecorded contractual obligations presented above, we have entered into certain arrangements, as discussed below, for which the timing of payment, if any, is unknown. The Company has future lease commitments for land and buildings for approximately 317 future locations. These lease commitments have lease terms ranging from 4 to 40 years and provide for certain minimum
  • 106. rentals. If executed, payments under operating leases would increase by $49 million for fiscal 2015, based on current estimates. In connection with certain long-term debt issuances, we could be liable for early termination payments if certain unlikely events were to occur. At January 31, 2014, the aggregate termination payment would have been $74 million. The arrangement pursuant to which this payment could be made will expire in fiscal 2019. Market Risk In addition to the risks inherent in our operations, we are exposed to certain market risks, including changes in interest rates and fluctuations in currency exchange rates. The analysis presented below for each of our market risk sensitive instruments is based on a hypothetical scenario used to calibrate potential risk and does not represent our view of future market changes. The effect of a change in a particular assumption is calculated without adjusting any other assumption. In reality, however, a change in one factor could cause a change in another, which may magnify or negate other sensitivities. Walmart 2014 Annual Report 3130 Walmart 2014 Annual Report
  • 107. Management’s Discussion and Analysis of Financial Condition and Results of Operations Interest Rate Risk We are exposed to changes in interest rates as a result of our short-term borrowings and long-term debt issuances. We hedge a portion of our interest rate risk by managing the mix of fixed and variable rate debt. We also enter into interest rate swaps and for fiscal 2014, the net fair value of our derivatives increased approximately $107 million primarily due to fluctuations in market interest rates, which helped reduce the Company’s overall exposure to interest rate risk. The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table represents the principal cash flows and related weighted- average interest rates by expected maturity dates. For interest rate swaps, including forward starting interest rate swaps, the table represents the contractual cash flows and weighted-average interest rates by the contractual maturity date, unless otherwise noted. The notional amounts are used to calculate contractual cash flows to be exchanged under the contracts. The weighted-average variable rates are based upon prevailing market rates at January 31, 2014. Expected Maturity Date (Amounts in millions) Fiscal 2015 Fiscal 2016 Fiscal 2017
  • 108. Fiscal 2018 Fiscal 2019 Thereafter Total Liabilities Short-term borrowings: Variable rate $7,670 $ — $ — $ — $ — $ — $ 7,670 Weighted-average interest rate 0.1% —% —% —% —% —% 0.1% Long-term debt (1): Fixed rate $3,309 $4,084 $2,000 $1,000 $3,500 $30,223 $44,116 Weighted-average interest rate 2.3% 2.4% 1.7% 5.4% 3.0% 5.1% 4.3% Variable rate $665 $ 292 $ — $ — $ — $ — $ 957 Weighted-average interest rate 4.3% 0.6% —% —% —% —% 3.2% Interest rate derivatives Interest rate swaps: Variable to fixed (2) $2,665 $ 292 $ — $ — $ — $ — $ 2,957 Weighted-average pay rate 2.7% 0.9% —% —% —% —% 2.5% Weighted-average receive rate 0.3% 0.6% —% —% —% —% 0.3% Fixed to variable $1,000 $ — $ — $ — $ — $ — $ 1,000 Weighted-average pay rate 0.3% —% —% —% —% —% 0.3% Weighted-average receive rate 3.1% —% —% —% —% —% 3.1% (1) The long-term debt amounts in the table exclude the Company’s derivatives classified as fair value hedges. (2) Forward starting interest rate swaps have been included in the fiscal 2015 maturity category based on when the related hedged forecasted debt issuances, and corresponding
  • 109. swap terminations, are expected to occur. As of January 31, 2014, our variable rate borrowings, including the effect of our commercial paper and interest rate swaps, represented 18% of our total short-term and long-term debt. Based on January 31, 2014 debt levels, a 100 basis point change in prevailing market rates would cause our annual interest costs to change by approximately $78 million. Foreign Currency Risk We are exposed to fluctuations in foreign currency exchange rates as a result of our net investments and operations in countries other than the United States. For fiscal 2014, movements in currency exchange rates and the related impact on the translation of the balance sheets of the Company’s subsidiaries in Japan, Canada, Brazil and Africa were the pri- mary cause of a $2.8 billion net loss in the currency translation and other category of accumulated other comprehensive income (loss). We hedge a portion of our foreign currency risk by entering into currency swaps and designating certain foreign-currency-denominated long-term debt as net investment hedges. We hold currency swaps to hedge the currency exchange component
  • 110. of our net investments and also to hedge the currency exchange rate fluctuation exposure associated with the forecasted payments of princi- pal and interest of non-U.S. denominated debt. The aggregate fair value of these swaps was in an asset position of $550 million and $453 million at January 31, 2014 and 2013, respectively. A hypothetical 10% increase or decrease in the currency exchange rates underlying these swaps from the market rate at January 31, 2014 would have resulted in a loss or gain in the value of the swaps of $274 million. A hypothetical 10% change in interest rates underlying these swaps from the market rates in effect at January 31, 2014 would have resulted in a loss or gain in value of the swaps of $7 million. Walmart 2014 Annual Report 3130 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations In addition to currency swaps, we have designated foreign- currency- denominated long-term debt as nonderivative hedges of net investments of certain of our foreign operations. At January 31, 2014 and 2013, we had
  • 111. £2.5 billion of outstanding long-term debt designated as a hedge of our net investment in the United Kingdom. At January 31, 2014, a hypothetical 10% increase or decrease in the value of the U.S. dollar relative to the British pound would have resulted in a gain or loss in the value of the debt of $375 million. In addition, we had outstanding long-term debt of ¥200 billion at January 31, 2014 and ¥275 billion at January 31, 2013, that was designated as a hedge of our net investment in Japan. At January 31, 2014, a hypothetical 10% increase or decrease in value of the U.S. dollar relative to the Japanese yen would have resulted in a gain or loss in the value of the debt of $177 million. Other Matters We discuss our existing FCPA investigation and related matters in the Annual Report on Form 10-K for fiscal 2014, including certain risks arising therefrom, in Part I, Item 1A of the Form 10-K under the caption “Risk Factors” and in Note 10 to our Consolidated Financial Statements, which is captioned “Contingencies,” under the sub-caption “FCPA Investigation and Related Matters.” We also discuss various legal proceedings related to the FCPA investigation in Item 3 of the Form 10-K under the caption “Item 3. Legal Proceedings,” under the sub-
  • 112. caption “II. Certain Other Proceedings.” Summary of Critical Accounting Estimates Management strives to report our financial results in a clear and understandable manner, although in some cases accounting and disclosure rules are complex and require us to use technical terminology. In preparing the Company’s Consolidated Financial Statements, we fol- low accounting principles generally accepted in the United States. These principles require us to make certain estimates and apply judgments that affect our financial position and results of operations as reflected in our financial statements. These judgments and estimates are based on past events and expectations of future outcomes. Actual results may differ from our estimates. Management continually reviews our accounting policies, how they are applied and how they are reported and disclosed in our financial statements. Following is a summary of our critical accounting estimates and how they are applied in preparation of the financial statements. Inventories We value inventories at the lower of cost or market as determined primarily by the retail method of accounting, using the last-in, first-out
  • 113. (“LIFO”) method for substantially all of the Walmart U.S. segment’s merchandise inventories. The retail method of accounting results in inventory being valued at the lower of cost or market since permanent markdowns are currently taken as a reduction of the retail value of inventory. The Sam’s Club segment’s merchandise is valued based on the weighted-average cost using the LIFO method. Inventories for the Walmart International segment are primarily valued by the retail method of accounting and are stated using the first-in, first-out (“FIFO”) method. Under the retail method of accounting, inventory is stated at cost, which is determined by applying a cost-to-retail ratio to each merchandise grouping’s retail value. The FIFO cost-to-retail ratio is generally based on the fiscal year purchase activity. The cost-to-retail ratio for measuring any LIFO provision is based on the initial margin of the fiscal year purchase activity less the impact of any permanent markdowns. The retail method of accounting requires management to make certain judgments and estimates that may significantly impact the ending inventory valuation at cost, as well as the amount of gross profit recognized. Judgments made include recording markdowns used to sell inventory and
  • 114. shrinkage. When management determines the ability to sell inventory has diminished, markdowns for clearance activity and the related cost impact are recorded. Factors considered in the determination of markdowns include current and anticipated demand, customer preferences and age of merchandise, as well as seasonal and fashion trends. Changes in weather patterns and customer preferences could cause material changes in the amount and timing of markdowns from year to year. When necessary, we record a LIFO provision for the estimated annual effect of inflation, and these estimates are adjusted to actual results determined at year-end. Our LIFO provision is calculated based on inventory levels, markup rates and internally generated retail price indices. At January 31, 2014 and 2013, our inventories valued at LIFO approximated those inventories as if they were valued at FIFO. We provide for estimated inventory losses, or shrinkage, between physical inventory counts on the basis of a percentage of sales. Following annual inventory counts, the provision is adjusted to reflect updated historical results. Impairment of Assets
  • 115. We evaluate long-lived assets other than goodwill and assets with indefinite lives for indicators of impairment whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. Management’s judgments regarding the existence of impairment indicators are based on market conditions and operational performance, such as operating income and cash flows. The evaluation for long-lived assets is performed at the lowest level of identifiable cash flows, which is generally at the individual store level or, in certain markets, at the market group level. The variability of these factors depends on a number of conditions, including uncertainty about future events and changes in demographics. Thus, our accounting estimates may change from period to period. These factors could cause management to conclude that indi- cators of impairment exist and require impairment tests be performed, which could result in management determining the value of long-lived assets is impaired, resulting in a write-down of the related long- lived assets. Goodwill and other indefinite-lived acquired intangible assets are not amortized, but are evaluated for impairment annually or whenever events or changes in circumstances indicate that the value of a certain
  • 116. asset may be impaired. Generally, this evaluation begins with a qualita- tive assessment to determine whether a quantitative impairment test is necessary. If we determine, after performing an assessment based on the Walmart 2014 Annual Report 3332 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in excess of the carrying amount cannot be assured, then a quantitative impairment test would be performed. The quantitative test for impairment requires management to make judgments relating to future cash flows, growth rates and economic and market conditions. These evaluations are based on determining the fair value of a reporting unit or asset using a valuation method such as discounted cash flow or a relative, market-based approach. Historically, our reporting units have generated sufficient returns to recover the cost of goodwill and other indefinite-lived acquired intangible assets. Because of the
  • 117. nature of the factors used in these tests, if different conditions occur in future periods, future operating results could be materially impacted. Income Taxes Income taxes have a significant effect on our net earnings. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Accordingly, the determination of our provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. Our effective income tax rate is affected by many factors, including changes in our assessment of certain tax contingencies, increases and decreases in valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items and the mix of earnings among our U.S. and international operations where the statutory rates are generally lower than the U.S. statutory rate, and may fluctuate as a result. Our tax returns are routinely audited and settlements of issues raised in these audits sometimes affect our tax provisions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more likely than not probability that the uncertain
  • 118. tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the financial statements as appropriate. We account for uncertain tax positions by determining the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. This determination requires the use of significant judgment in evaluating our tax positions and assessing the timing and amounts of deductible and taxable items. Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent that a portion is not more likely than not to be realized. Many factors are considered when assessing whether it is more likely than not that the deferred tax assets will be realized, including recent cumulative earnings, expectations of future taxable income, carryforward periods and other relevant
  • 119. quantita- tive and qualitative factors. The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. This evaluation relies heavily on estimates. Forward-Looking Statements This Annual Report contains statements that Walmart believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Those statements are intended to enjoy the protection of the safe harbor for forward- looking statements provided by that Act. Those forward-looking statements include statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations: under the caption “Overview” with respect to the volatility of currency exchange rates possibly affecting the results, including net sales and operating income, of Walmart and its Walmart International segment in the future; under the captions “Company Performance Metrics” and “Company Performance Metrics – Leverage – Operating Income” with respect to Walmart’s objectives of
  • 120. growing net sales at a faster rate than operating expenses and growing operating income at a faster rate than net sales and that strategic growth investments may cause Walmart’s operating expenses to grow at a faster rate than net sales and resulting in Walmart’s operating income growing at a slower rate than net sales; under the caption “Results of Operations – Consolidated Results of Operations” regarding the possible fluctuation of our effective tax rate over future periods; under the caption “Results of Operations – Sam’s Club Segment” with respect to the volatility of fuel prices possibly continuing to affect the operating results of Walmart’s Sam’s Club segment in the future; under the caption “Liquidity and Capital Resources – Cash Flows Provided by Operating Activities – Cash Equivalents and Working Capital,” as well as in Note 1 to our Consolidated Financial Statements, regarding our ability to meet our liquidity needs through sources other than the cash we hold outside of the United States, our intention to permanently reinvest cash held outside of the United States, and our ability to repatriate cash held outside of the United States; under the caption “Liquidity and Capital Resources – Cash Flows Used in Investing Activities – Global Expansion Activities” and also in
  • 121. the letter of Walmart’s President and CEO to our shareholders, associates and customers contained in this Annual Report (the “CEO Letter”) with respect to Walmart’s fiscal 2015 global expansion plans, including a significant increase in the number of Neighborhood Markets and other small format stores, growing our retail square feet and expanding our e-commerce capabilities and our plans to finance that expansion primarily through cash flows and future debt financings, with respect to Walmart’s estimated range of capital expenditures (including e-commerce capital expenditures) in fiscal 2015 for the Walmart U.S. segment, the Walmart International segment, the Sam’s Club segment, in the “other unallocated” category and in total, with respect to the estimated/projected growth in retail square feet in total and by reportable segment in fiscal 2015; under the caption “Liquidity and Capital Resources – Cash Flows Used in Investing Activities – Pending Transactions” regarding the expectation that the Company will record a net gain on the sale of the Vips restaurant operations by Walmex; under the caption “Liquidity and Capital Resources – Cash Flows Used in Financing Activities – Dividends,” as well as in Note 15 to our Consolidated Financial Statements and elsewhere in this Annual Report under the caption “Dividends payable per
  • 122. share,” regarding the payment of the dividend on our shares of common stock in fiscal 2015, the expected payment of certain installments of the divi- dend on our shares of common stock on certain dates in fiscal 2015 and the expected total amount of the dividend per share to be paid in fiscal Walmart 2014 Annual Report 3332 Walmart 2014 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Walmart 2014 Annual Report 3534 Walmart 2014 Annual Report 2015; under the caption “Liquidity and Capital Resources – Transactions with Noncontrolling Interest Holders” with respect to certain transactions having an impact on Walmart’s cash flows from financing activities in the future; under the caption “Liquidity and Capital Resources – Capital Resources” with respect to Walmart’s cash flows from continuing operations, current cash position and access to debt and capital markets continuing to be sufficient to meet operating cash needs, including for seasonal build-ups in inventories, completing capital
  • 123. expenditures and funding dividend payments and shares repurchases, the factors that influence Walmart’s credit ratings, any downgrade of Walmart’s credit ratings potentially increasing future borrowing costs and impairing Walmart’s ability to access capital and credit markets on terms acceptable to Walmart and downgrades in Walmart’s current short-term credit ratings impairing its ability to access the commercial paper markets with the same flexibility as Walmart has experienced historically, potentially requiring Walmart to rely more heavily on more expensive types of debt financing; and under the caption “Liquidity and Capital Resources – Off Balance Sheet Arrangements” with respect to the amount of increases in payments under operating leases if certain leases are executed. These forward-looking statements also include statements in: Note 3 to our Consolidated Financial Statements regarding the weighted- average periods over which certain compensation cost is expected to be recognized; Note 8 to our Consolidated Financial Statements regarding the portion of any net investment and cash flow instruments of the Company that is ineffective as a hedge being insignificant and the
  • 124. amounts related to the our derivatives expected to be reclassified from accumulated other comprehensive income (loss) to net income during the next 12 months being insignificant; Note 9 to our Consolidated Financial Statements regarding the realization of certain net deferred tax assets, the possibility that tax audit resolutions over the twelve months ending January 31, 2015, could reduce unrecognized tax benefits by an amount within a certain range or beyond that range and the reasons for that reduction, the expectation that any change will not have a significant impact on the Company’s Consolidated Financial Statements and the possibility that the resolution of a group of related matters might result in a material liability to Walmart; Note 10 to our Consolidated Financial Statements regarding an adverse decision in, or settlement of, certain litigation to which Walmart is a party possibly resulting in material liability to Walmart and respecting management’s expectations that the certain matters relating to an FCPA investigation will not have a material adverse effect on its business; and Note 11 to our Consolidated Financial Statements regarding the amount of the increase in payments under operating leases if certain leases for real property were executed. The
  • 125. CEO’s Letter also includes forward looking statements regarding Walmart continuing to invest in training and development of its associates and increasing investment in e-commerce as e-commerce opportunities present themselves. The section of this Annual Report captioned “Walmart U.S.” includes forward-looking statements regarding man- agement’s expectation for the Walmart U.S. segment to purchase an additional $250 billion of merchandise from U.S. manufacturers over the next 10 years and to continue to grow its supercenter fleet and for the Walmart U.S. segment to open new Neighborhood Markets and Walmart Express units within a certain range and to add retail square feet within a certain range and to open a number of new units within a certain range in fiscal 2015. The section of this Annual Report captioned “Walmart International” contains forward-looking statements regarding the Walmart International segment continuing to be a growth vehicle for Walmart and having a goal of funding price investment by being the lowest cost operator in every market. The section of this Annual Report captioned “Sam’s Club” includes forward-looking statements that relates to management’s expectation for the Sam’s Club segment opening a
  • 126. certain number of new clubs and launching new membership enhance- ments in fiscal 2015. The forward-looking statements described above are identified by the use in such statements of one or more of the words or phrases “aim,” “anticipate,” “anticipated,” “could be,” “could impair,” ”could increase,” ”could potentially be,” “could reduce,” “estimated,” “expansion,” “expect,” “goal,” “grow,” “intend,” “is expected,” “may cause,” ”may continue,” “may fluctuate,” “may impact,” “may not be,” “may result,” “objective,” “objectives,” “plan,” “plans,” “projected,” “should continue,” ”will be,” “will be met,” ”will be paid,” “will continue,” ”will depend,” “will have,” “will impact,” ”will increase,” “would be,” and “would increase,” and other similar words or phrases. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. These statements discuss, among other things, expected growth, future revenues, future cash flows, future capital expenditures, future performance, future initiatives and the anticipation and expectations of Walmart and its management as to future occurrences and trends. The forward-looking statements included in this Annual Report and that we make elsewhere are subject to certain factors, in the United States
  • 127. and internationally, that could materially affect our financial performance, our results of operations, including our sales, earnings per share or com- parable store sales or comparable club sales and our effective income tax rate for any period and our business operations, business strategy, plans, goals or objectives. These factors include, but are not limited to: general economic conditions, including changes in the economy of the United States or other specific markets in which we operate, economic instability, changes in the monetary policies of the United States, the Board of Governors of the Federal Reserve System, other governments or central banks, economic crises and disruptions in the financial markets, including as a result of sovereign debt crises, governmental budget deficits, unemployment and partial employment levels, employment conditions within our markets, credit availability to consumers and busi- nesses, levels of consumer disposable income, consumer confidence, consumer credit availability, consumer spending patterns, consumer debt levels, consumer preferences, including consumer demand for the merchandise we offer for sale, consumer acceptance of our e- commerce websites and merchandise offerings on those websites, inflation, defla-
  • 128. tion, commodity prices, the cost of the goods we sell, competitive pressures, unanticipated expenses and needs for capital expenditures that affect our cash flows, the seasonality of our business, seasonal buying patterns in the United States and our other markets, anticipated store or club closures, labor costs, transportation costs, the cost of diesel Management’s Discussion and Analysis of Financial Condition and Results of Operations Walmart 2014 Annual Report 3534 Walmart 2014 Annual Report fuel, gasoline, natural gas and electricity, the selling prices of fuel, the cost of healthcare and other benefits, accident costs, our casualty and other insurance costs, information security costs, the cost of construction materials, availability and the cost of acceptable building sites for new stores, clubs and other units, availability of qualified labor pools in the specific markets in which we operate, including the availability of persons with the skills and abilities necessary to meet Walmart’s needs for managing and staffing its new units and conducting their operations, real estate, zoning, land use and other laws, ordinances, legal
  • 129. restrictions and initiatives that may prevent Walmart from building, or that impose limitations on Walmart’s ability to build, new units in certain locations or relocate or expand existing units, availability of necessary utilities for new units; availability of skilled labor and labor, material and other construction costs in areas in which new or relocated units are proposed to be constructed or existing units are proposed to be expanded or remodeled, competitive pressures and the initiatives of our competitors, accident-related costs, weather conditions patterns and events, climate change, catastrophic events and natural disasters, as well as storm and other damage to our stores, clubs, distribution centers and other facilities and store closings and other limitations on our customers’ access to our stores and clubs resulting from such events and disasters, disruption in the availability of our online shopping sites on the internet, cyberattacks on our information systems, disruption in our supply chain, including availability and transport of goods from domestic and foreign suppliers, trade restrictions, changes in tariff and freight rates, adoption of or changes in tax, labor and other laws and regulations that affect our business, including changes in corporate and personal tax rates
  • 130. and the imposition of new taxes and surcharges, costs of compliance with laws and regulations, the mix of our earnings from our United States and foreign operations, changes in our assessment of certain tax contingencies, increases or decreases in valuation allowances, outcome of administrative audits, the impact of discrete items on our effective tax rate, the resolution of other tax matters, developments in and the outcome of legal and regulatory proceedings to which we are a party or are subject and the expenses associated therewith, the requirements for expenditures in connection with the FCPA-related matters, including enhancements to Walmart’s compliance program and ongoing investigations, changes in the rating of any of our indebtedness; currency exchange rate fluctuations and volatility, fluctuations in market rates of interest, and other conditions and events affecting domestic and global financial and capital markets, public health emergencies, economic and geo-political conditions and events, including civil unrest and disturbances and terrorist attacks, unanticipated changes in generally accepted accounting principles or in the interpretations or applicability thereof, unanticipated changes in accounting estimates and judgments, and unanticipated
  • 131. restructurings and the related expenses. Moreover, we typically earn a disproportionate part of our annual operating income in the fourth quarter as a result of the seasonal buying patterns. Those buying patterns are difficult to forecast with certainty. The foregoing list of factors that may affect our business operations and financial performance is not exclusive. Other factors and unanticipated events could adversely affect our business operations and financial performance. We discuss certain of these matters more fully, as well as certain risk factors that may affect our business operations, financial condition, results of operations and liquidity in other of our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K under the heading “Item 1A. Risk Factors.” We filed our Annual Report on Form 10-K for the fiscal year ended January 31, 2014, with the SEC on March 21, 2014. The forward-looking statements described above are made based on knowledge of our business and the environment in which we operate and assumptions that we believe to be reasonable at the time such forward- looking statements are made. However, because of the factors described and
  • 132. listed above, as well as other factors, or as a result of changes in facts, assumptions not being realized or other circumstances, actual results may materially differ from anticipated results described or implied in these forward-looking statements. We cannot assure the reader that the results or developments expected or anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. You are urged to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements and not to place undue reliance on such forward-looking statements. The forward-looking statements included in this Annual Report speak only as of the date of this report, and we undertake no obligation to update these forward-looking statements to reflect subsequent events or circumstances, except as may be required by applicable law. Fiscal Years Ended January 31, (Amounts in millions, except per share data) 2014 2013 2012
  • 133. Revenues: Net sales $473,076 $465,604 $443,416 Membership and other income 3,218 3,047 3,093 Total revenues 476,294 468,651 446,509 Costs and expenses: Cost of sales 358,069 352,297 334,993 Operating, selling, general and administrative expenses 91,353 88,629 85,025 Operating income 26,872 27,725 26,491 Interest: Debt 2,072 1,977 2,034 Capital leases 263 272 286 Interest income (119) (186) (161) Interest, net 2,216 2,063 2,159 Income from continuing operations before income taxes 24,656 25,662 24,332 Provision for income taxes: Current 8,619 7,976 6,722 Deferred (514) (18) 1,202 Total provision for income taxes 8,105 7,958 7,924 Income from continuing operations 16,551 17,704 16,408 Income (loss) from discontinued operations, net of income taxes 144 52 (21) Consolidated net income 16,695 17,756 16,387 Less consolidated net income attributable to noncontrolling interest (673) (757) (688) Consolidated net income attributable to Walmart $ 16,022 $ 16,999 $ 15,699
  • 134. Basic net income per common share: Basic income per common share from continuing operations attributable to Walmart $ 4.87 $ 5.03 $ 4.55 Basic income (loss) per common share from discontinued operations attributable to Walmart 0.03 0.01 (0.01) Basic net income per common share attributable to Walmart $ 4.90 $ 5.04 $ 4.54 Diluted net income per common share: Diluted income per common share from continuing operations attributable to Walmart $ 4.85 $ 5.01 $ 4.53 Diluted income (loss) per common share from discontinued operations attributable to Walmart 0.03 0.01 (0.01) Diluted net income per common share attributable to Walmart $ 4.88 $ 5.02 $ 4.52 Weighted-average common shares outstanding: Basic 3,269 3,374 3,460 Diluted 3,283 3,389 3,474 Dividends declared per common share $ 1.88 $ 1.59 $ 1.46 See accompanying notes. Consolidated Statements of Comprehensive Income Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Consolidated net income $16,695 $17,756 $16,387 Less consolidated net income attributable to nonredeemable noncontrolling interest (606) (684) (627) Less consolidated net income attributable to redeemable
  • 135. noncontrolling interest (67) (73) (61) Consolidated net income attributable to Walmart 16,022 16,999 15,699 Other comprehensive income (loss), net of income taxes Currency translation and other (3,146) 1,042 (2,758) Derivative instruments 207 136 (67) Minimum pension liability 153 (166) 43 Other comprehensive income (loss), net of income taxes (2,786) 1,012 (2,782) Less other comprehensive income (loss) attributable to nonredeemable noncontrolling interest 311 (138) 660 Less other comprehensive income (loss) attributable to redeemable noncontrolling interest 66 (51) 66 Other comprehensive income (loss) attributable to Walmart (2,409) 823 (2,056) Comprehensive income, net of income taxes 13,909 18,768 13,605 Less comprehensive income (loss) attributable to nonredeemable noncontrolling interest (295) (822) 33 Less comprehensive income (loss) attributable to redeemable noncontrolling interest (1) (124) 5 Comprehensive income attributable to Walmart $13,613 $17,822 $13,643 See accompanying notes. Walmart 2014 Annual Report 3736 Walmart 2014 Annual Report Walmart 2014 Annual Report 3736 Walmart 2014 Annual Report
  • 136. Consolidated Statements of Income Walmart 2014 Annual Report 3736 Walmart 2014 Annual Report As of January 31, (Amounts in millions) 2014 2013 ASSETS Current assets: Cash and cash equivalents $ 7,281 $ 7,781 Receivables, net 6,677 6,768 Inventories 44,858 43,803 Prepaid expenses and other 1,909 1,551 Current assets of discontinued operations 460 37 Total current assets 61,185 59,940 Property and equipment: Property and equipment 173,089 165,825 Less accumulated depreciation (57,725) (51,896) Property and equipment, net 115,364 113,929 Property under capital leases: Property under capital leases 5,589 5,899 Less accumulated amortization (3,046) (3,147) Property under capital leases, net 2,543 2,752 Goodwill 19,510 20,497 Other assets and deferred charges 6,149 5,987 Total assets $204,751 $203,105
  • 137. LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY Current liabilities: Short-term borrowings $ 7,670 $ 6,805 Accounts payable 37,415 38,080 Accrued liabilities 18,793 18,808 Accrued income taxes 966 2,211 Long-term debt due within one year 4,103 5,587 Obligations under capital leases due within one year 309 327 Current liabilities of discontinued operations 89 — Total current liabilities 69,345 71,818 Long-term debt 41,771 38,394 Long-term obligations under capital leases 2,788 3,023 Deferred income taxes and other 8,017 7,613 Redeemable noncontrolling interest 1,491 519 Commitments and contingencies Equity: Common stock 323 332 Capital in excess of par value 2,362 3,620 Retained earnings 76,566 72,978 Accumulated other comprehensive income (loss) (2,996) (587) Total Walmart shareholders’ equity 76,255 76,343 Nonredeemable noncontrolling interest 5,084 5,395 Total equity 81,339 81,738 Total liabilities, redeemable noncontrolling interest and equity $204,751 $203,105 See accompanying notes.
  • 138. Walmart 2014 Annual Report 3736 Walmart 2014 Annual Report Consolidated Balance Sheets Accumulated Total Capital in Other Walmart Nonredeemable Redeemable Common Stock Excess of Retained Comprehensive Shareholders’ Noncontrolling Total Noncontrolling (Amounts in millions) Shares Amount Par Value Earnings Income (Loss) Equity Interest Equity Interest Balances as of February 1, 2011 3,516 $352 $ 3,577 $63,967 $ 646 $68,542 $2,705 $71,247 $ 408 Consolidated net income — — — 15,699 — 15,699 627 16,326 61 Other comprehensive loss, net of income taxes — — — — (2,056) (2,056) (660) (2,716) (66) Cash dividends declared ($1.46 per share) — — — (5,048) — (5,048) — (5,048) — Purchase of Company stock (113) (11) (229) (5,930) — (6,170) — (6,170) — Nonredeemable noncontrolling interest of acquired entity — — — — — — 1,988 1,988 — Other 15 1 344 3 — 348 (214) 134 1 Balances as of January 31, 2012 3,418 342 3,692 68,691 (1,410) 71,315 4,446 75,761 404 Consolidated net income — — — 16,999 — 16,999 684 17,683 73 Other comprehensive income, net of income taxes — — — — 823 823 138 961 51 Cash dividends declared
  • 139. ($1.59 per share) — — — (5,361) — (5,361) — (5,361) — Purchase of Company stock (115) (11) (357) (7,341) — (7,709) — (7,709) — Nonredeemable noncontrolling interest of acquired entity — — — — — — 469 469 — Other 11 1 285 (10) — 276 (342) (66) (9) Balances as of January 31, 2013 3,314 332 3,620 72,978 (587) 76,343 5,395 81,738 519 Consolidated net income — — — 16,022 — 16,022 595 16,617 78 Other comprehensive loss, net of income taxes — — — — (2,409) (2,409) (311) (2,720) (66) Cash dividends declared ($1.88 per share) — — — (6,139) — (6,139) — (6,139) — Purchase of Company stock (87) (9) (294) (6,254) — (6,557) — (6,557) — Redemption value adjustment of redeemable noncontrolling interest — — (1,019) — — (1,019) — (1,019) 1,019 Other 6 — 55 (41) — 14 (595) (581) (59) Balances as of January 31, 2014 3,233 $323 $ 2,362 $76,566 $(2,996) $76,255 $5,084 $81,339 $1,491 See accompanying notes. Walmart 2014 Annual Report 3938 Walmart 2014 Annual Report Walmart 2014 Annual Report 3938 Walmart 2014 Annual Report Consolidated Statements of Shareholders’ Equity 147046_L01_FIN.indd 38 4/10/14 3:15 PM
  • 140. Walmart 2014 Annual Report 3938 Walmart 2014 Annual Report Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Cash flows from operating activities: Consolidated net income $ 16,695 $ 17,756 $ 16,387 Income (loss) from discontinued operations, net of income taxes (144) (52) 21 Income from continuing operations 16,551 17,704 16,408 Adjustments to reconcile income from continuing operations to net cash provided by operating activities: Depreciation and amortization 8,870 8,478 8,106 Deferred income taxes (279) (133) 1,050 Other operating activities 938 602 468 Changes in certain assets and liabilities, net of effects of acquisitions: Receivables, net (566) (614) (796) Inventories (1,667) (2,759) (3,727) Accounts payable 531 1,061 2,687 Accrued liabilities 103 271 (935) Accrued income taxes (1,224) 981 994 Net cash provided by operating activities 23,257 25,591 24,255 Cash flows from investing activities: Payments for property and equipment (13,115) (12,898) (13,510) Proceeds from the disposal of property and equipment 727 532
  • 141. 580 Investments and business acquisitions, net of cash acquired (15) (316) (3,548) Other investing activities 105 71 (131) Net cash used in investing activities (12,298) (12,611) (16,609) Cash flows from financing activities: Net change in short-term borrowings 911 2,754 3,019 Proceeds from issuance of long-term debt 7,072 211 5,050 Payments of long-term debt (4,968) (1,478) (4,584) Dividends paid (6,139) (5,361) (5,048) Dividends paid to and stock purchases of noncontrolling interest (722) (414) (526) Purchase of Company stock (6,683) (7,600) (6,298) Other financing activities (488) (84) (71) Net cash used in financing activities (11,017) (11,972) (8,458) Effect of exchange rates on cash and cash equivalents (442) 223 (33) Net increase (decrease) in cash and cash equivalents (500) 1,231 (845) Cash and cash equivalents at beginning of year 7,781 6,550 7,395 Cash and cash equivalents at end of year $ 7,281 $ 7,781 $ 6,550 Supplemental disclosure of cash flow information: Income taxes paid $ 8,641 $ 7,304 $ 5,899 Interest paid 2,362 2,262 2,346 See accompanying notes.
  • 142. Walmart 2014 Annual Report 3938 Walmart 2014 Annual Report Consolidated Statements of Cash Flows 1 Summary of Significant Accounting Policies General Wal-Mart Stores, Inc. (“Walmart” or the “Company”) operates retail stores in various formats under 71 banners around the world, aggregated into three reportable segments: Walmart U.S., Walmart International and Sam’s Club. Walmart is committed to saving people money so they can live better. Walmart earns the trust of its customers every day by providing a broad assortment of quality merchandise and services at everyday low prices (“EDLP”), while fostering a culture that rewards and embraces mutual respect, integrity and diversity. EDLP is the Company’s pricing philoso- phy under which it prices items at a low price every day so its customers trust that its prices will not change under frequent promotional activity. Principles of Consolidation The Consolidated Financial Statements include the accounts of Walmart and its subsidiaries as of and for the fiscal years ended January 31, 2014 (“fiscal 2014”), January 31, 2013 (“fiscal 2013”) and January
  • 143. 31, 2012 (“fiscal 2012”). All material intercompany accounts and transactions have been eliminated in consolidation. Investments in unconsolidated affiliates, which are 50% or less owned and do not otherwise meet consolidation requirements, are accounted for primarily using the equity method. These investments are immaterial to the Company’s Consolidated Financial Statements. The Company’s Consolidated Financial Statements are based on a fiscal year ending on January 31 for the United States (“U.S.”) and Canadian operations. The Company consolidates all other operations generally using a one-month lag and based on a calendar year. There were no significant intervening events during January 2014 that materially affected the Consolidated Financial Statements. In fiscal 2014, the Company corrected certain amounts pertaining to previous fiscal years as management determined they were not material, individually or in the aggregate, to any of the periods presented in the Company’s Consolidated Financial Statements. Use of Estimates The Consolidated Financial Statements have been prepared in conformity
  • 144. with U.S. generally accepted accounting principles. 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 from those estimates. Cash and Cash Equivalents The Company considers investments with a maturity when purchased of three months or less to be cash equivalents. All credit card, debit card and electronic benefits transfer transactions that process in less than seven days are classified as cash and cash equivalents. The amounts due from banks for these transactions classified as cash and cash equivalents totaled $1.6 billion and $1.3 billion at January 31, 2014 and 2013, respec- tively. In addition, cash and cash equivalents included restricted cash of $654 million and $715 million at January 31, 2014 and 2013, respectively, which was primarily related to cash collateral holdings from various counterparties, as required by certain derivative and trust agreements.
  • 145. The Company’s cash balances are held in various locations around the world. Of the Company’s $7.3 billion and $7.8 billion of cash and cash equivalents at January 31, 2014 and 2013, respectively, $5.8 billion and $5.2 billion, respectively, were held outside of the U.S. and were generally utilized to support liquidity needs in the Company’s non-U.S. operations. The Company employs financing strategies (e.g., global funding structures) in an effort to ensure that cash can be made available in the country in which it is needed with the minimum cost possible. Management does not believe it will be necessary to repatriate cash and cash equivalents held outside of the U.S. and anticipates its domestic liquidity needs will be met through other funding sources (ongoing cash flows generated from operations, external borrowings or both). Accordingly, management intends, with only certain exceptions, to continue to indefinitely reinvest the Company’s cash and cash equivalents held outside of the U.S. in its foreign operations. When the income earned (either from operations or through global funding structures) and indefinitely reinvested outside of the U.S. is taxed at local country tax rates, which are generally lower than
  • 146. the U.S. statutory rate, the Company realizes an effective tax rate benefit. If the Company’s intentions with respect to reinvestment were to change, most of the amounts held within the Company’s foreign operations could be repatriated to the U.S., although any repatriation under current U.S. tax laws would be subject to U.S. federal income taxes, less applicable foreign tax credits. As of January 31, 2014 and 2013, cash and cash equivalents of approximately $1.9 billion may not be freely transferable to the U.S. due to local laws or other restrictions. Management does not expect local laws, other limitations or potential taxes on anticipated future repatriations of cash amounts held outside of the U.S. to have a material effect on the Company’s overall liquidity, financial condition or results of operations. Receivables Receivables are stated at their carrying values, net of a reserve for doubtful accounts. Receivables consist primarily of amounts due from: • insurance companies resulting from pharmacy sales; • banks for customer credit and debit cards and electronic bank transfers that take in excess of seven days to process; • consumer financing programs in certain international
  • 147. operations; • suppliers for marketing or incentive programs; and • real estate transactions. The Walmart International segment offers a limited number of consumer credit products, primarily through its financial institutions in select countries. The receivable balance from consumer credit products was $1.3 billion, net of a reserve for doubtful accounts of $119 million at January 31, 2014, compared to a receivable balance of $1.2 billion, net of a reserve for doubtful accounts of $115 million at January 31, 2013. These balances are included in receivables, net, in the Company’s Consolidated Balance Sheets. Inventories The Company values inventories at the lower of cost or market as determined primarily by the retail method of accounting, using the last-in, first-out (“LIFO”) method for substantially all of the Walmart U.S. segment’s inventories. The Walmart International segment’s inventories are primarily valued by the retail method of accounting, using the first-in, first-out (“FIFO”) method. The retail method of accounting results in inventory being valued at the lower of cost or market since
  • 148. permanent markdowns are immediately recorded as a reduction of the retail value of inventory. The Sam’s Club segment’s inventories are valued based on the weighted-average cost using the LIFO method. At January 31, 2014 Walmart 2014 Annual Report 4140 Walmart 2014 Annual Report Notes to Consolidated Financial Statements Walmart 2014 Annual Report 4140 Walmart 2014 Annual Report and January 31, 2013, the Company’s inventories valued at LIFO approximate those inventories as if they were valued at FIFO. Property and Equipment Property and equipment are stated at cost. Gains or losses on disposition are recognized as earned or incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. The following table summarizes the Company’s property and equipment balances and includes the estimated useful lives that are generally used to depreciate the assets on a straight-line basis:
  • 149. Fiscal Years Ended Estimated January 31, (Amounts in millions) Useful Lives 2014 2013 Land N/A $ 26,184 $ 25,612 Buildings and improvements 3-40 years 95,488 90,686 Fixtures and equipment 3-25 years 42,971 40,903 Transportation equipment 3-15 years 2,785 2,796 Construction in progress N/A 5,661 5,828 Property and equipment $173,089 $165,825 Accumulated depreciation (57,725) (51,896) Property and equipment, net $115,364 $113,929 Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the remaining expected lease term. Depreciation expense for property and equipment, including amor- tization of property under capital leases, for fiscal 2014, 2013 and 2012 was $8.8 billion, $8.4 billion and $8.1 billion, respectively. Interest costs capitalized on construction projects were $78 million, $74 million and $60 million in fiscal 2014, 2013 and 2012, respectively. Long-Lived Assets Long-lived assets are stated at cost. Management reviews long- lived assets for indicators of impairment whenever events or changes in cir- cumstances indicate that the carrying amount may not be recoverable.
  • 150. The evaluation is performed at the lowest level of identifiable cash flows, which is at the individual store or club level or, in certain circumstances, a market group of stores. Undiscounted cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related asset or asset group as determined by an appropriate market appraisal or other valuation technique. Impairment charges of long-lived assets for fiscal 2014, 2013 and 2012 were not significant. Goodwill and Other Acquired Intangible Assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is allocated to the appropriate reporting unit when acquired. Other acquired intangible assets are stated at the fair value acquired as determined by a valuation technique commensurate with the intended use of the related asset. Goodwill and indefinite-lived intangible assets are not amortized; rather, they are evaluated for impairment annually and whenever events or changes in circumstances indicate that the value of the asset
  • 151. may be impaired. Definite-lived intangible assets are considered long- lived assets and are amortized on a straight-line basis over the periods that expected economic benefits will be provided. Goodwill is evaluated for impairment using either a qualitative or quantitative approach for each of the Company’s reporting units. Generally, a qualitative assessment is first performed to determine whether a quantitative goodwill impairment test is necessary. If man- agement determines, after performing an assessment based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in excess of the carrying amount cannot be assured, then a quantitative goodwill impairment test would be required. The quantitative test for goodwill impairment is performed by determining the fair value of the related reporting units. Fair value is measured based on the discounted cash flow method and relative market-based approaches. For the reporting units that were tested using only the qualitative assessment, management determined that the fair value of each reporting unit is more likely than not greater than the carrying
  • 152. amount and, as a result, quantitative analyses were not required. For the reporting units tested using a quantitative impairment test, management deter- mined the fair value of each reporting unit is greater than the carrying amount. Accordingly, the Company has not recorded any impairment charges related to goodwill. The following table reflects goodwill activity, by reportable segment, for fiscal 2014 and 2013: Walmart (Amounts in millions) Walmart U.S. International Sam’s Club Total Balances as of February 1, 2012 $439 $19,899 $313 $20,651 Changes in currency translation and other — (65) — (65) Purchase accounting adjustments for prior fiscal year acquisitions (1) 4 (532) — (528) Acquisitions (2) — 439 — 439 Balances as of January 31, 2013 443 19,741 313 20,497 Changes in currency translation and other — (1,000) — (1,000) Acquisitions (2) 8 5 — 13 Balances as of
  • 153. January 31, 2014 $451 $18,746 $313 $19,510 (1) Fiscal 2013 purchase accounting adjustments primarily relate to the finalization of the purchase price allocation for the fiscal 2012 acquisition of Massmart. (2) Goodwill recorded for fiscal 2014 and 2013 acquisitions relates to several acquisitions that are not significant, individually or in the aggregate, to the Company’s Consolidated Financial Statements. Notes to Consolidated Financial Statements Indefinite-lived intangible assets are included in other assets and deferred charges in the Company’s Consolidated Balance Sheets. These assets are evaluated for impairment based on their fair values using valu- ation techniques which are updated annually based on the most recent variables and assumptions. There were no impairment charges related to indefinite-lived intangible assets recorded for fiscal 2014, 2013 and 2012. Self-Insurance Reserves The Company uses a combination of insurance, self-insured retention and self-insurance for a number of risks, including, but not limited to, workers’ compensation, general liability, vehicle liability,
  • 154. property and the Company’s obligation for employee-related health care benefits. Liabilities relating to these claims associated with these risks are esti- mated by considering historical claims experience, frequency, severity, demographic factors and other actuarial assumptions, including incurred but not reported claims. In estimating its liability for such claims, the Company periodically analyzes its historical trends, including loss development, and applies appropriate loss development factors to the incurred costs associated with the claims. The Company also maintains stop-loss insurance coverage for workers’ compensation and general liability of $5 million and $15 million, respectively, per occurrence, to limit exposure to certain risks. Income Taxes Income taxes are accounted for under the balance sheet method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (“temporary differences”). Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
  • 155. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent that a portion is not more likely than not to be realized. Many factors are considered when assessing whether it is more likely than not that the deferred tax assets will be realized, including recent cumulative earnings, expectations of future taxable income, carryforward periods, and other relevant quantitative and quali- tative factors. The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely heavily on estimates. In determining the provision for income taxes, an annual effective income tax rate is used based on annual income, permanent differences between book and tax income, and statutory income tax rates. Discrete events such as audit settlements or changes in tax laws are recognized in the period in which they occur.
  • 156. 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 and penalties related to unrecognized tax benefits in interest expense and operating, selling, general and adminis- trative expenses, respectively, in the Company’s Consolidated Statements of Income. Refer to Note 9 for additional income tax disclosures. Revenue Recognition Sales The Company recognizes sales revenue, net of sales taxes and estimated sales returns, at the time it sells merchandise to the customer. Membership Fee Revenue The Company recognizes membership fee revenue both in the United States and internationally over the term of the membership, which is typically 12 months. The following table summarizes membership fee activity for fiscal 2014, 2013 and 2012: Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Deferred membership fee revenue, beginning of year $ 575 $ 559 $ 542 Cash received from members 1,249 1,133 1,111
  • 157. Membership fee revenue recognized (1,183) (1,117) (1,094) Deferred membership fee revenue, end of year $ 641 $ 575 $ 559 Membership fee revenue is included in membership and other income in the Company’s Consolidated Statements of Income. The deferred membership fee is included in accrued liabilities in the Company’s Consolidated Balance Sheets. Shopping Cards Customer purchases of shopping cards are not recognized as revenue until the card is redeemed and the customer purchases merchandise using the shopping card. Shopping cards in the U.S. do not carry an expiration date; therefore, customers and members can redeem their shopping cards for merchandise indefinitely. Shopping cards in certain foreign countries where the Company does business may have expiration dates. A certain amount of shopping cards, both with and without expi- ration dates, will not be redeemed. Management estimates unredeemed shopping cards and recognizes revenue for these amounts over shopping card historical usage periods based on historical redemption rates. Management periodically reviews and updates its estimates of usage
  • 158. periods and redemption rates. Financial and Other Services The Company recognizes revenue from service transactions at the time the service is performed. Generally, revenue from services is classified as a component of net sales in the Company’s Consolidated Statements of Income. Cost of Sales Cost of sales includes actual product cost, the cost of transportation to the Company’s distribution facilities, stores and clubs from suppliers, the cost of transportation from the Company’s distribution facilities to the stores, clubs and customers and the cost of warehousing for the Sam’s Club segment and import distribution centers. Cost of sales is reduced by supplier payments that are not a reimbursement of specific, incremental and identifiable costs. Walmart 2014 Annual Report 4342 Walmart 2014 Annual Report Notes to Consolidated Financial Statements Walmart 2014 Annual Report 4342 Walmart 2014 Annual Report
  • 159. Payments from Suppliers The Company receives consideration from suppliers for various programs, primarily volume incentives, warehouse allowances and reimbursements for specific programs such as markdowns, margin protection, advertising and supplier-specific fixtures. Payments from suppliers are accounted for as a reduction of cost of sales and are recognized in the Company’s Consolidated Statements of Income when the related inventory is sold, except when the payment is a reimbursement of specific, incremental and identifiable costs. Operating, Selling, General and Administrative Expenses Operating, selling, general and administrative expenses include all operating costs of the Company, except cost of sales, as described above. As a result, the majority of the cost of warehousing and occupancy for the Walmart U.S. and Walmart International segments’ distribution facili- ties is included in operating, selling, general and administrative expenses. Because the Company does not include most of the cost of its Walmart U.S. and Walmart International segments’ distribution facilities in cost of sales, its gross profit and gross profit as a percentage of net sales (“gross profit margin”) may not be comparable to those of other retailers that
  • 160. may include all costs related to their distribution facilities in cost of sales and in the calculation of gross profit. Advertising Costs Advertising costs are expensed as incurred and were $2.4 billion for fiscal 2014 and $2.3 billion for both fiscal 2013 and 2012. Advertising costs consist primarily of print, television and digital advertisements and are recorded in operating, selling, general and administrative expenses in the Company’s Consolidated Statements of Income. Reimbursements from suppliers that are for specific, incremental and identifiable adver- tising costs are recognized as a reduction of advertising expenses in operating, selling, general and administrative expenses. Leases The Company estimates the expected term of a lease by assuming the exercise of renewal options where an economic penalty exists that would preclude the abandonment of the lease at the end of the initial non- cancelable term and the exercise of such renewal is at the sole discretion of the Company. The expected term is used in the determination of whether a store or club lease is a capital or operating lease and in the calculation of straight-line rent expense. Additionally, the useful life of
  • 161. leasehold improvements is limited by the expected lease term or the economic life of the asset, whichever is shorter. If significant expenditures are made for leasehold improvements late in the expected term of a lease and renewal is reasonably assured, the useful life of the leasehold improvement is limited to the end of the renewal period or economic life of the asset, whichever is shorter. Rent abatements and escalations are considered in the calculation of minimum lease payments in the Company’s capital lease tests and in determining straight-line rent expense for operating leases. Pre-Opening Costs The cost of start-up activities, including organization costs, related to new store openings, store remodels, relocations, expansions and con- versions are expensed as incurred and included in operating, selling, general and administrative expenses in the Company’s Consolidated Statements of Income. Pre-opening costs totaled $338 million, $316 million and $308 million for fiscal 2014, 2013 and 2012, respectively. Currency Translation The assets and liabilities of all international subsidiaries are translated from the respective local currency to the U.S. dollar using exchange rates
  • 162. at the balance sheet date. Related translation adjustments are recorded as a component of accumulated other comprehensive income (loss). The income statements of international subsidiaries are translated from the respective local currencies to the U.S. dollar using average exchange rates for the period covered by the income statements. Reclassifications Certain reclassifications have been made to previous fiscal year amounts and balances to conform to the presentation in the current fiscal year. These reclassifications did not impact consolidated operating income or net income. Additionally, certain segment asset and expense allocations have been reclassified among segments in the current period. See Note 14 for further discussion of the Company’s segments. 2 Net Income Per Common Share Basic income per common share from continuing operations attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period. Diluted income per common share from continuing operations attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of outstanding stock options and other share-based awards. The Company did not
  • 163. have significant stock options or other share-based awards outstanding that were antidilutive and not included in the calculation of diluted income per common share from continuing operations attributable to Walmart for fiscal 2014, 2013 and 2012. The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted income per common share from continuing operations attributable to Walmart: Fiscal Years Ended January 31, (Amounts in millions, except per share data) 2014 2013 2012 Numerator Income from continuing operations $16,551 $17,704 $16,408 Less income from continuing operations attributable to noncontrolling interest (633) (741) (674) Income from continuing operations attributable to Walmart $15,918 $16,963 $15,734 Denominator Weighted-average common shares outstanding, basic 3,269 3,374 3,460 Dilutive impact of stock options and other share-based awards 14 15 14 Weighted-average common shares outstanding, diluted 3,283 3,389 3,474
  • 164. Income per common share from continuing operations attributable to Walmart Basic $ 4.87 $ 5.03 $ 4.55 Diluted 4.85 5.01 4.53 Notes to Consolidated Financial Statements 3 Shareholders’ Equity Share-Based Compensation The Company has awarded share-based compensation to associates and nonemployee directors of the Company. The compensation expense recognized for all plans was $388 million, $378 million and $355 million for fiscal 2014, 2013 and 2012, respectively. Share-based compensation expense is included in operating, selling, general and administrative expenses in the Company’s Consolidated Statements of Income. The total income tax benefit recognized for share-based compensation was $145 million, $142 million and $134 million for fiscal 2014, 2013 and 2012, respectively. The following table summarizes the Company’s share-based compensation expense by award type: Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012
  • 165. Restricted stock and performance share awards $141 $152 $142 Restricted stock rights 224 195 184 Stock options 23 31 29 Share-based compensation expense $388 $378 $355 The Company’s shareholder-approved Stock Incentive Plan of 2010 (the “Plan”) became effective June 4, 2010 and amended and restated the Company’s Stock Incentive Plan of 2005. The Plan was established to grant stock options, restricted (non-vested) stock, performance shares and other equity compensation awards for which 210 million shares of common stock issued or to be issued under the Plan have been registered under the Securities Act of 1933, as amended. The Company believes that such awards serve to align the interests of its associates with those of its shareholders. The Plan’s award types are summarized as follows: • Restricted Stock and Performance Share Awards. Restricted stock awards are for shares that vest based on the passage of time and include restrictions related to employment. Performance share awards vest based on the passage of time and achievement of performance criteria
  • 166. and may range from 0% to 150% of the original award amount. Vesting periods for these awards are generally between three and five years. Restricted stock and performance share awards may be settled or deferred in stock and are accounted for as equity in the Company’s Consolidated Balance Sheets. The fair value of restricted stock awards is determined on the date of grant and is expensed ratably over the vesting period. The fair value of performance share awards is determined on the date of grant using the Company’s stock price discounted for the expected dividend yield through the vesting period and is recognized over the vesting period. • Restricted Stock Rights. Restricted stock rights provide rights to Company stock after a specified service period; 50% vest three years from the grant date and the remaining 50% vest five years from the grant date. The fair value of each restricted stock right is determined on the date of grant using the stock price discounted for the expected dividend yield through the vesting period and is recognized ratably over the vesting period. The expected dividend yield is based on the anticipated divi- dends over the vesting period. The weighted-average discount for the dividend yield used to determine the fair value of restricted stock rights
  • 167. granted in fiscal 2014, 2013 and 2012 was 10.3%, 12.2% and 11.7%, respectively. • Stock Options. Stock options allow the associate to buy a specified num- ber of shares at a set price. Options granted generally vest over five years and have a contractual term of ten years. Options may include restrictions related to employment, satisfaction of performance condi- tions or other conditions. Under the Plan and prior plans, substantially all stock options have been granted with an exercise price equal to the market price of the Company’s stock at the date of grant. In addition to the Plan, the Company’s subsidiary in the United Kingdom, Asda, has two other stock option plans for certain Asda colleagues. A combined 49 million shares of the Company’s common stock were registered under the Securities Act of 1933, as amended, for issuance upon the exercise of stock options granted under the Colleague Share Ownership Plan 1999 (the “CSOP”) and the Asda Sharesave Plan 2000 (“Sharesave Plan”). • CSOP. The CSOP grants have either a three- or six-year vesting period. The CSOP options may be exercised during the two months immediately following the vesting date.
  • 168. • Sharesave Plan. The Sharesave Plan grants options at 80% of the Company’s average stock price for the three days preceding the grant date. The Sharesave Plan options vest after three years and may generally be exercised up to six months after the vesting date. Walmart 2014 Annual Report 4544 Walmart 2014 Annual Report Notes to Consolidated Financial Statements The following table shows the activity for each award type during fiscal 2014: Restricted Stock and Performance Share Awards (2) Restricted Stock Rights Stock Options(1) Weighted-Average Weighted-Average Grant-Date Grant-Date Weighted-Average Fair Value Fair Value Exercise Price (Shares in thousands) Shares Per Share Shares Per Share Shares Per Share Outstanding at February 1, 2013 12,598 $57.37 17,839 $49.79 10,240 $47.58 Granted 3,688 76.05 5,095 77.75 1,846 56.63 Vested/exercised (2,445) 55.31 (3,998) 55.33 (3,421) 48.88 Forfeited or expired (3,890) 61.32 (1,151) 60.38 (415) 59.43 Outstanding at January 31, 2014 9,951 $63.26 17,785 $55.87 8,250 $48.47
  • 169. Exercisable at January 31, 2014 3,119 $48.45 (1) Includes stock option awards granted under the Plan, the CSOP and the Sharesave Plan. (2) Assumes payout rate at 100% for Performance Share Awards. As of January 31, 2014, the unrecognized compensation cost for restricted stock and performance share awards, restricted stock rights and stock option awards was $200 million, $497 million and $26 million, respectively, and is expected to be recognized over a weighted- average period of 2.0 years, 2.1 years and 2.8 years, respectively. Additionally, as of January 31, 2014, the weighted-average remaining life for stock options outstanding and stock options exercisable was 5.8 years and 2.2 years, respectively, and had an aggregate intrinsic value of $209 million and $82 million, respectively. The following table includes additional information related to restricted stock and performance share awards and restricted stock rights: Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Fair value of restricted stock and performance share awards vested $116 $155 $134
  • 170. Fair value of restricted stock rights vested 189 168 178 The following table includes additional information related to stock option awards: Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Fair value of stock options vested $ 16 $ 33 $ 50 Proceeds from stock options exercised 108 320 420 Intrinsic value of stock options exercised 99 207 91 The fair value of each stock option award is estimated on the date of grant using the Black-Scholes-Merton option valuation model that uses various assumptions for inputs. The Company uses expected volatilities and risk-free interest rates that correlate with the expected term of the option when estimating an option’s fair value. The following table provides the weighted-average assumptions used to estimate the fair values of the Company’s stock options granted in fiscal 2014, 2013 and 2012: Fiscal Years Ended January 31, 2014 2013 2012 Dividend yield (1) 2.5% 2.8% 2.9% Volatility (2) 15.2% 16.2% 17.6% Risk-free interest rate (3) 0.4% 0.6% 1.3%
  • 171. Expected life in years (4) 3.3 3.0 3.0 Weighted-average fair value of options granted $15.27 $10.57 $9.61 (1) Expected dividend yield is based on the anticipated dividends over the vesting period. (2) Expected volatility is based on historical volatility of the Company’s stock. (3) Risk-free interest rate is based on the U.S. Treasury yield curve at the time of the grant. (4) Expected life in years is based on historical exercise and expiration activity of grants with similar vesting periods. Walmart 2014 Annual Report 4544 Walmart 2014 Annual Report Notes to Consolidated Financial Statements Share Repurchase Program From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Board of Directors. On June 6, 2013, the Company’s Board of Directors replaced the previous $15.0 billion share repurchase program, which had approximately $712 million of remaining authorization for share repurchases as of that date, with a new $15.0 billion share repurchase program, which
  • 172. was announced on June 7, 2013. As was the case with the replaced share repurchase program, the current share repurchase program has no expiration date or other restrictions limiting the period over which the Company can make share repurchases. At January 31, 2014, authorization for $11.3 billion of share repurchases remained under the current share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status. The Company considers several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings and the market price of its common stock. The following table provides, on a settlement date basis, the number of shares repurchased, average price paid per share and total cash paid for share repurchases for fiscal 2014, 2013 and 2012: Fiscal Years Ended January 31, (Amounts in millions, except per share data) 2014 2013 2012 Total number of shares repurchased 89.1 113.2 115.3 Average price paid per share $74.99 $67.15 $54.64 Total cash paid for share repurchases $6,683 $7,600 $6,298
  • 173. 4 Accumulated Other Comprehensive Income (Loss) Effective fiscal 2014, the Company adopted accounting guidance that requires, on a prospective basis, separate disclosure of significant items reclassified out of accumulated other comprehensive income (loss) by component. The following table provides the fiscal 2014, 2013 and 2012 changes in the composition of total accumulated other comprehensive income (loss), including the amounts reclassified out of accumulated other comprehensive income (loss) by component for fiscal 2014: Currency Translation Derivative Minimum (Amounts in millions and net of income taxes) and Other Instruments Pension Liability Total Balances as of January 31, 2011 $ 1,226 $ 60 $(640) $ 646 Other comprehensive income (loss) (2,032) (67) 43 (2,056) Balances as of January 31, 2012 (806) (7) (597) (1,410) Other comprehensive income (loss) 853 136 (166) 823 Balances as of January 31, 2013 47 129 (763) (587) Other comprehensive income (loss) before reclassifications (2,769) 194 149 (2,426) Amounts reclassified from accumulated other comprehensive income (loss) — 13 4 17 Balances as of January 31, 2014 $(2,722) $336 $(610) $(2,996) Amounts reclassified from accumulated other comprehensive income (loss) for derivative instruments are generally included in interest, net, in the Company’s Consolidated Statements of Income, and the amounts related to the minimum pension liability are included in operating, selling, general
  • 174. and administrative expenses in the Company’s Consolidated Statements of Income. The Company’s unrealized net gains and losses on net investment hedges, included in the currency translation and other category of accumulated other comprehensive income (loss), were not significant as of January 31, 2014 or January 31, 2013. 5 Accrued Liabilities The Company’s accrued liabilities consist of the following: As of January 31, (Amounts in millions) 2014 2013 Accrued wages and benefits (1) $ 4,652 $ 5,059 Self-insurance (2) 3,477 3,373 Accrued taxes (3) 2,554 2,851 Other (4) 8,110 7,525 Total accrued liabilities $18,793 $18,808 (1) Accrued wages and benefits include accrued wages, salaries, vacation, bonuses and other incentive plans. (2) Self-insurance consists of all insurance-related liabilities, such as workers’ compensation, general liability, vehicle liability, property liability and employee-related health care benefits. (3) Accrued taxes include accrued payroll, value added, sales and miscellaneous other taxes. (4) Other accrued liabilities consist of various items such as maintenance, utilities, advertising and interest.
  • 175. Walmart 2014 Annual Report 4746 Walmart 2014 Annual Report Notes to Consolidated Financial Statements Walmart 2014 Annual Report 4746 Walmart 2014 Annual Report 6 Short-term Borrowings and Long-term Debt Short-term borrowings consist of commercial paper and lines of credit. Short-term borrowings outstanding at January 31, 2014 and 2013 were $7.7 billion and $6.8 billion, respectively. The following table includes additional information related to the Company’s short- term borrowings for fiscal 2014, 2013 and 2012: Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Maximum amount outstanding at any month-end $13,318 $8,740 $9,594 Average daily short-term borrowings 8,971 6,007 6,040 Weighted-average interest rate 0.1% 0.1% 0.1% The Company has various lines of credit, committed with 24 financial institutions, totaling $17.3 billion as of January 31, 2014 and with 27 financial institutions, totaling $18.1 billion as of January 31, 2013. The lines of credit, including drawn and undrawn amounts, are summarized in the following table:
  • 176. Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 Available Drawn Undrawn Available Drawn Undrawn Five-year credit facility (1) $ 6,000 $ — $ 6,000 $ 6,258 $ — $ 6,258 364-day revolving credit facility (2) 9,400 — 9,400 10,000 — 10,000 Stand-by letters of credit (3) 1,883 1,836 47 1,871 1,868 3 Total $17,283 $1,836 $15,447 $18,129 $1,868 $16,261 (1) In June 2013, the Company renewed and extended its existing five-year credit facility, which is used to support its commercial paper program. (2) In June 2013, the Company renewed and extended its existing 364-day revolving credit facility, which is used to support its commercial paper program. (3) In June 2013, the Company renewed the stand-by letters of credit, which are used to support various potential and actual obligations. The committed lines of credit mature at various times between June 2014 and June 2018, carry interest rates generally ranging between LIBOR plus 10 basis points and LIBOR plus 75 basis points, and incur commitment fees ranging between 1.5 and 4.0 basis points. In conjunction with the lines of credit listed in the table above, the Company has agreed to observe certain covenants, the most restrictive of which relates to the maximum amount of secured debt.
  • 177. Additionally, the Company had trade letters of credit outstanding totaling $2.8 billion and $2.7 billion at January 31, 2014 and 2013, respectively. Notes to Consolidated Financial Statements The Company’s long-term debt, which includes the fair value instruments further discussed in Note 8, consists of the following: January 31, 2014 January 31, 2013 Maturity Dates Average Average (Amounts in millions) By Fiscal Year Amount Rate (1) Amount Rate (1) Unsecured debt Fixed 2015-2044 $35,500 4.3% $32,476 4.6% Variable 2015 500 5.4% 500 5.5% Total U.S. dollar denominated 36,000 32,976 Fixed 2030 1,356 4.9% 1,358 4.9% Variable — — Total Euro denominated 1,356 1,358 Fixed 2031-2039 5,770 5.3% 5,550 5.3% Variable — — Total Sterling denominated 5,770 5,550 Fixed 2015-2021 1,490 1.3% 1,942 1.4% Variable 2015-2016 457 0.7% 1,056 0.7%
  • 178. Total Yen denominated 1,947 2,998 Total unsecured debt 45,073 42,882 Total other debt (in USD) (2) 2015-2044 801 1,099 Total debt 45,874 43,981 Less amounts due within one year (4,103) (5,587) Long-term debt $41,771 $38,394 (1) The average rate represents the weighted-average stated rate for each corresponding debt category, based on year-end balances and year-end interest rates. Interest costs are also impacted by certain derivative financial instruments described in Note 8. (2) A portion of other debt at January 31, 2014 and 2013 includes secured debt in the amount of $572 million and $627 million, respectively, which was collateralized by property that had an aggregate carrying amount of approximately $471 million and $599 million, respectively. At January 31, 2014 and 2013, the Company had $500 million in debt with embedded put options. The issuance of money market puttable reset securities in the amount of $500 million is structured to be remarketed in connection with the annual reset of the interest rate. If, for any reason, the remarketing of the notes does not occur at the time of any interest rate reset, the holders of the notes must sell, and the Company must repurchase, the notes at par. Accordingly, this issuance has been classified
  • 179. as long-term debt due within one year in the Company’s Consolidated Balance Sheets. Annual maturities of long-term debt during the next five years and thereafter are as follows: (Amounts in millions) Annual Fiscal Year Maturity 2015 $ 4,103 2016 4,480 2017 2,396 2018 1,107 2019 3,531 Thereafter 30,257 Total $45,874 Debt Issuances Information on significant long-term debt issued during fiscal 2014, is as follows: Maturity Interest Principal Issue Date Date Rate Amount April 11, 2013 April 11, 2016 0.600% $1,000 April 11, 2013 April 11, 2018 1.125% 1,250 April 11, 2013 April 11, 2023 2.550% 1,750 April 11, 2013 April 11, 2043 4.000% 1,000 October 2, 2013 December 15, 2018 1.950% 1,000 October 2, 2013 October 2, 2043 4.750% 750 Total $6,750 The aggregate net proceeds from these long-term debt issuances
  • 180. were approximately $6.7 billion, which were used to pay down and refinance existing debt and for other general corporate purposes. The Company also received additional aggregate net proceeds of approximately $0.4 billion from other, smaller long-term debt issuances by several of its international operations, which were used primarily to refinance existing debt. Walmart 2014 Annual Report 4948 Walmart 2014 Annual Report Notes to Consolidated Financial Statements On April 11, 2013, the Company issued $1.0 billion principal amount of its 0.600% Notes due 2016, $1.25 billion principal amount of its 1.125% Notes due 2018, $1.75 billion principal amount of its 2.550% Notes due 2023 and $1.0 billion principal amount of its 4.000% Notes due 2043. The aggregate net proceeds from these note issuances were approximately $5.0 billion. The notes of each series require semi-annual interest payments on April 11 and October 11 of each year, with the first interest payment made on October 11, 2013. Unless previously purchased and canceled,
  • 181. the Company will repay the notes of each series at 100% of the principal amount, together with accrued and unpaid interest thereon, at maturity. However, the Company has the right to redeem any or all of the notes that mature on April 11, 2023, at any time on or after January 11, 2023, and to redeem any or all of the notes that mature on April 11, 2043, at any time on or after October 11, 2042, in each case at 100% of the principal amount, together with the accrued and unpaid interest thereon to, but excluding, the date of redemption. The notes of each series are senior, unsecured obligations of the Company and are not convertible or exchangeable. On October 2, 2013, the Company issued $1.0 billion principal amount of its 1.950% Notes due 2018 and $750 million principal amount of its 4.750% Notes due 2043. The aggregate net proceeds from these note issuances were approximately $1.7 billion. The 1.950% Notes due 2018 series requires semi-annual interest payments on June 15 and December 15 of each year, with the first interest payment commencing on June 15, 2014. The 4.750% Notes due 2043 series require semi-annual interest payments on October 2 and April 2 of each year, commencing on April 2, 2014. Unless previously purchased and canceled, the Company will
  • 182. repay the notes of each series at 100% of the principal amount, together with accrued and unpaid interest thereon, at maturity. However, the Company has the right to redeem any or all of the notes that mature on October 2, 2043, at any time on or after April 2, 2043, at 100% of the principal amount, together with the accrued and unpaid interest thereon to, but excluding, the date of redemption. The notes of each series are senior, unsecured obligations of the Company and are not convertible or exchangeable. The Company did not issue any significant amounts of long- term debt during fiscal 2013. 7 Fair Value Measurements The Company records and discloses certain financial and non- financial assets and liabilities at their fair value. The fair value of an asset is the price at which the asset could be sold in an ordinary transaction between unrelated, knowledgeable and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor. 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
  • 183. 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. Recurring Fair Value Measurements The Company holds derivative instruments that are required to be measured at fair value on a recurring basis. The 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 January 31, 2014 and 2013, the notional amounts and fair values of these derivatives were as follows: January 31, 2014 January 31, 2013 (Amounts in millions) Notional Amount Fair Value Notional Amount Fair Value Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges $1,000 $ 5 $ 3,445 $ 60 Receive fixed-rate, pay fixed-rate cross-currency interest rate swaps designated as net investment hedges 1,250 97 1,250 223 Receive fixed-rate, pay fixed-rate cross-currency interest rate swaps designated as cash flow hedges 3,004 453 2,944 230
  • 184. Receive variable-rate, pay fixed-rate interest rate swaps designated as cash flow hedges 457 (2) 1,056 (8) Receive variable-rate, pay fixed-rate forward starting interest rate swaps designated as cash flow hedges 2,500 166 5,000 10 Total $8,211 $719 $13,695 $515 Walmart 2014 Annual Report 4948 Walmart 2014 Annual Report Notes to Consolidated Financial Statements Nonrecurring Fair Value Measurements In addition to assets and liabilities that are 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 record any significant impairment charges to assets measured at fair value on a nonrecurring basis during the fiscal years ended January 31, 2014, or 2013. Other Fair Value Disclosures The Company records cash and cash equivalents 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 the Company’s current incremental
  • 185. borrowing rate for similar types of borrowing arrangements. The carrying value and fair value of the Company’s long-term debt as of January 31, 2014 and 2013, was as follows: January 31, 2014 January 31, 2013 (Amounts in millions) Carrying Value Fair Value Carrying Value Fair Value Long-term debt, including amounts due within one year $45,874 $50,757 $43,981 $50,664 8 Derivative Financial Instruments The Company uses derivative financial instruments for hedging and non-trading purposes to manage its exposure to changes in interest and currency exchange rates, as well as to maintain an appropriate mix of fixed- and variable-rate debt. Use of derivative financial instruments in hedging programs subjects the Company to certain risks, such as market and credit risks. Market risk represents the possibility that the value of the derivative financial instrument will change. In a hedging relationship, the change in the value of the derivative financial instrument is offset to a great extent by the change in the value of the underlying hedged item. Credit risk related to a derivative financial instrument represents the possibility that the counterparty will not fulfill the terms of the contract.
  • 186. The notional, or contractual, amount of the Company’s derivative finan- cial instruments is used to measure interest to be paid or received and does not represent the Company’s exposure due to credit risk. Credit risk is monitored through established approval procedures, including setting concentration limits by counterparty, reviewing credit ratings and requiring collateral (generally cash) from the counterparty when appropriate. The Company only enters into derivative transactions with counterparties rated “A-” or better by nationally recognized credit rating agencies. Subsequent to entering into derivative transactions, the Company regularly monitors the credit ratings of its counterparties. In connection with various derivative agreements, including master netting arrangements, the Company held cash collateral from counterparties of $641 million and $413 million at January 31, 2014 and January 31, 2013, respectively. The Company records cash collateral received as amounts due to the counterparties exclusive of any derivative asset. Furthermore, as part of the master netting arrangements with these counterparties, the Company is also required to post collateral if the Company’s net deriva- tive liability position exceeds $150 million with any counterparty. The
  • 187. Company did not have any cash collateral posted with counterparties at January 31, 2014 or January 31, 2013. The Company records cash collateral it posts with counterparties as amounts receivable from those counterparties exclusive of any derivative liability. The Company uses derivative financial instruments for the purpose of hedging its exposure to interest and currency exchange rate risks and, accordingly, the contractual terms of a hedged instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. Contracts that are effective at meeting the risk reduction and correlation criteria are recorded using hedge accounting. If a derivative financial instrument is recorded using hedge accounting, depending on the nature of the hedge, changes in the fair value of the instrument will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or be recognized in accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. Any hedge ineffectiveness is immediately recognized in earnings. The Company’s net investment and cash flow instruments are highly effective hedges and the ineffective portion has
  • 188. not been, and is not expected to be, significant. Instruments that do not meet the criteria for hedge accounting, or contracts for which the Company has not elected hedge accounting, are recorded at fair value with unrealized gains or losses reported in earnings during the period of the change. Fair Value Instruments The Company is a party to receive fixed-rate, pay variable-rate interest rate swaps that the Company uses to hedge the fair value of fixed-rate debt. The notional amounts are used to measure interest to be paid or received and do not represent the Company’s exposure due to credit loss. The Company’s interest rate swaps that receive fixed- interest rate payments and pay variable-interest rate payments are designated as fair value hedges. As the specific terms and notional amounts of the derivative instruments match those of the fixed-rate debt being hedged, the derivative instruments are assumed to be perfectly effective hedges. Changes in the fair values of these derivative instruments are recorded in earnings, but are offset by corresponding changes in the fair values of the hedged items, also recorded in earnings, and, accordingly, do not impact the Company’s Consolidated Statements of Income.
  • 189. These fair value instruments will mature on dates ranging from February 2014 to May 2014. Walmart 2014 Annual Report 5150 Walmart 2014 Annual Report Notes to Consolidated Financial Statements Walmart 2014 Annual Report 5150 Walmart 2014 Annual Report Net Investment Instruments The Company is a party to cross-currency interest rate swaps that the Company uses to hedge its net investments. The agreements are contracts to exchange fixed-rate payments in one currency for fixed-rate payments in another currency. All changes in the fair value of these instruments are recorded in accumulated other comprehensive income (loss), offsetting the currency translation adjustment of the related investment that is also recorded in accumulated other comprehensive income (loss). These instruments will mature on dates ranging from October 2023 to February 2030. The Company has issued foreign-currency-denominated long- term debt as hedges of net investments of certain of its foreign operations.
  • 190. These foreign-currency-denominated long-term debt issuances are designated and qualify as nonderivative hedging instruments. Accordingly, the foreign currency translation of these debt instruments is recorded in accumulated other comprehensive income (loss), offsetting the foreign currency translation adjustment of the related net investments that is also recorded in accumulated other comprehensive income (loss). At January 31, 2014 and January 31, 2013, the Company had ¥200 billion and ¥275 billion, respectively, of outstanding long-term debt designated as a hedge of its net investment in Japan, as well as outstanding long-term debt of £2.5 billion at January 31, 2014 and January 31, 2013, that was designated as a hedge of its net investment in the United Kingdom. These nonderivative net investment hedges will mature on dates ranging from August 2014 to January 2039. Cash Flow Instruments The Company is a party to receive variable-rate, pay fixed-rate interest rate swaps that the Company uses to hedge the interest rate risk of certain non-U.S. denominated debt. The swaps are designated as cash flow hedges of interest expense risk. Amounts reported in accumulated other comprehensive income (loss) related to these derivatives are
  • 191. reclassified from accumulated other comprehensive income (loss) to earnings as interest is expensed for the Company’s variable-rate debt, converting the variable-rate interest expense into fixed-rate interest expense. These cash flow instruments will mature on dates ranging from August 2014 to July 2015. The Company is also a party to receive fixed-rate, pay fixed- rate cross- currency interest rate swaps to hedge the currency exposure associated with the forecasted payments of principal and interest of certain non-U.S. denominated debt. The swaps are designated as cash flow hedges of the currency risk related to payments on the non-U.S. denominated debt. The effective portion of changes in the fair value of derivatives designated as cash flow hedges of foreign exchange risk is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The hedged items are recognized foreign currency-denominated liabilities that are remeasured at spot exchange rates each period, and the assessment of effectiveness (and measure- ment of any ineffectiveness) is based on total changes in the
  • 192. related derivative’s cash flows. As a result, the amount reclassified into earnings each period includes an amount that offsets the related transaction gain or loss arising from that remeasurement and the adjustment to earnings for the period’s allocable portion of the initial spot-forward difference associated with the hedging instrument. These cash flow instruments will mature on dates ranging from September 2029 to March 2034. The Company also uses forward starting receive variable-rate, pay fixed-rate swaps (“forward starting swaps”), to hedge its exposure to the variability in future cash flows due to changes in the LIBOR swap rate for 10- and 30-year debt issuances forecasted to occur in the future. Amounts reported in accumulated other comprehensive income (loss) related to these derivatives will be reclassified from accumulated other comprehensive income (loss) to earnings as interest expense is incurred on the forecasted hedged fixed-rate debt, adjusting interest expense to reflect the fixed-rate entered into by the forward starting swaps. These cash flow instruments hedge forecasted interest payments to be made through May 2044. These forward starting swaps will be terminated on
  • 193. the day the hedged forecasted debt issuances occur, but no later than October 31, 2014, if the hedged forecasted debt issuances do not occur. The Company terminated forward starting swaps with an aggregate notional amount of $2.5 billion by making a cash payment to the related counterparties of $74 million in connection with the April 2013 debt issuances described in Note 6. The $74 million loss was recorded in accumulated other comprehensive income (loss) and will be reclassified to earnings over the life of the related debt, effectively adjusting interest expense to reflect the fixed-rate entered into by the forward starting swaps. Notes to Consolidated Financial Statements Financial Statement Presentation Although subject to master netting arrangements, the Company does not offset derivative assets and derivative liabilities in its Consolidated Balance Sheets. Derivative instruments with an unrealized gain are recorded in the Company’s Consolidated Balance Sheets as either current or non-current assets, based on maturity date, and those hedging instruments with an unrealized loss are recorded as either current or non- current liabilities, based on maturity date.
  • 194. The Company’s derivative instruments, as well as its nonderivative debt instruments designated and qualifying as net investment hedges, were classified as follows in the Company’s Consolidated Balance Sheets: January 31, 2014 January 31, 2013 Fair Value Net Investment Cash Flow Fair Value Net Investment Cash Flow (Amounts in millions) Instruments Instruments Instruments Instruments Instruments Instruments Derivative instruments Prepaid expenses and other $ 5 $ — $ — $29 $ — $ — Other assets and deferred charges — 97 619 31 223 327 Derivative asset subtotals $ 5 $ 97 $619 $60 $ 223 $327 Accrued liabilities $— $ — $ 1 $— $ — $ 4 Deferred income taxes and other — — 1 — — 91 Derivative liability subtotals $— $ — $ 2 $— $ — $ 95 Nonderivative hedging instruments Long-term debt due within one year $— $ 973 $ — $— $ 818 $ — Long-term debt — 5,095 — — 6,145 — Nonderivative hedge liability subtotals $— $6,068 $ — $— $6,963 $ — Gains and losses related to the Company’s derivatives primarily relate to interest rate hedges, which are included in interest, net, in the Company’s Consolidated Statements of Income. Amounts related to the Company’s derivatives expected to be reclassified from
  • 195. accumulated other comprehensive income (loss) to net income during the next 12 months are not significant. 9 Taxes Income from Continuing Operations The components of income from continuing operations before income taxes are as follows: Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 U.S. $19,412 $19,352 $18,685 Non-U.S. 5,244 6,310 5,647 Total income from continuing operations before income taxes $24,656 $25,662 $24,332 A summary of the provision for income taxes is as follows: Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Current: U.S. federal $6,377 $5,611 $4,596 U.S. state and local 719 622 743 International 1,523 1,743 1,383 Total current tax provision 8,619 7,976 6,722 Deferred: U.S. federal (72) 38 1,444 U.S. state and local 37 (8) 57
  • 196. International (479) (48) (299) Total deferred tax expense (benefit) (514) (18) 1,202 Total provision for income taxes $8,105 $7,958 $7,924 Walmart 2014 Annual Report 5352 Walmart 2014 Annual Report Notes to Consolidated Financial Statements Effective Income Tax Rate Reconciliation The Company’s effective income tax rate is typically lower than the U.S. statutory tax rate primarily because of benefits from lower- taxed global operations, including the use of global funding structures and certain U.S. tax credits as further discussed in the “Cash and Cash Equivalents” section of the Company’s significant accounting policies in Note 1. The Company’s non-U.S. income is generally subject to local country tax rates that are below the 35% U.S. statutory tax rate. Certain non-U.S. earnings have been indefinitely reinvested outside the U.S. and are not subject to current U.S. income tax. A reconciliation of the significant differences between the U.S. statutory tax rate and the effective income tax rate on pretax income from continuing operations is as follows:
  • 197. Fiscal Years Ended January 31, 2014 2013 2012 U.S. statutory tax rate 35.0% 35.0% 35.0% U.S. state income taxes, net of federal income tax benefit 2.0% 1.7% 2.0% Income taxed outside the U.S. (2.8)% (2.6)% (2.8)% Net impact of repatriated international earnings (1.4)% (2.5)% (0.3)% Other, net 0.1% (0.6)% (1.3)% Effective income tax rate 32.9% 31.0% 32.6% Deferred Taxes The significant components of the Company’s deferred tax account balances are as follows: January 31, (Amounts in millions) 2014 2013 Deferred tax assets: Loss and tax credit carryforwards $ 3,566 $ 3,525 Accrued liabilities 2,986 2,683 Share-based compensation 126 204 Other 1,573 1,500 Total deferred tax assets 8,251 7,912 Valuation allowances (1,801) (2,225) Deferred tax assets, net of valuation allowance 6,450 5,687 Deferred tax liabilities: Property and equipment 6,295 5,830
  • 198. Inventories 1,641 1,912 Other 1,827 1,157 Total deferred tax liabilities 9,763 8,899 Net deferred tax liabilities $ 3,313 $ 3,212 The deferred taxes are classified as follows in the Company’s Consolidated Balance Sheets: January 31, (Amounts in millions) 2014 2013 Balance Sheet classification: Assets: Prepaid expenses and other $ 822 $ 520 Other assets and deferred charges 1,151 757 Asset subtotals 1,973 1,277 Liabilities: Accrued liabilities 176 116 Deferred income taxes and other 5,110 4,373 Liability subtotals 5,286 4,489 Net deferred tax liabilities $3,313 $3,212 Unremitted Earnings United States income taxes have not been provided on accumulated but undistributed earnings of the Company’s international subsidiaries of approximately $21.4 billion and $19.2 billion as of January 31, 2014
  • 199. and 2013, respectively, as the Company intends to permanently reinvest these amounts outside of the United States. However, if any portion were to be distributed, the related U.S. tax liability may be reduced by foreign income taxes paid on those earnings. Determination of the unrecognized deferred tax liability related to these undistributed earnings is not practicable because of the complexities with its hypothetical calculation. The Company provides deferred or current income taxes on earnings of international subsidiaries in the period that the Company determines it will remit those earnings. Net Operating Losses, Tax Credit Carryforwards and Valuation Allowances At January 31, 2014, the Company had net operating loss and capital loss carryforwards totaling approximately $6.1 billion. Of these carryforwards, approximately $3.6 billion will expire, if not utilized, in various years through 2024. The remaining carryforwards have no expiration. At January 31, 2014, the Company had foreign tax credit carryforwards of $1.8 billion, which will expire in various years through 2024, if not utilized. The recoverability of these future tax deductions and credits is evaluated by assessing the adequacy of future expected taxable income
  • 200. from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent management does not consider it more likely than not that a deferred tax asset will be realized, a valuation allowance is established. If a valuation allowance has been established and management subsequently determines that it is more likely than not that the deferred tax assets will be realized, the valuation allowance is released. Walmart 2014 Annual Report 5352 Walmart 2014 Annual Report Notes to Consolidated Financial Statements As of January 31, 2014 and 2013, the Company had valuation allowances recorded of approximately $1.8 billion and $2.2 billion, respectively, on deferred tax assets associated primarily with net operating loss carry- forwards for which management has determined it is more likely than not that the deferred tax asset will not be realized. The $0.4 billion net decrease in the valuation allowance during fiscal 2014 related to releases
  • 201. arising from the use of deferred tax assets, changes in judgment regarding the future realization of deferred tax assets, increases from certain net operating losses and deductible temporary differences arising in fiscal 2014, decreases due to operating and capital loss expirations and fluctuations in currency exchange rates. Management believes that it is more likely than not that the remaining net deferred tax assets will be fully realized. Uncertain Tax Positions The benefits of uncertain tax positions are recorded in the Company’s Consolidated Financial Statements only after determining a more likely than not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. As of January 31, 2014 and 2013, the amount of unrecognized tax benefits related to continuing operations was $763 million and $818 million, respectively. The amount of unrecognized tax benefits that would affect the Company’s effective income tax rate was $698 million and $741 million for January 31, 2014 and 2013, respectively. A reconciliation of unrecognized tax benefits from continuing operations was as follows:
  • 202. Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Unrecognized tax benefits, beginning of year $ 818 $ 611 $ 795 Increases related to prior year tax positions 41 88 87 Decreases related to prior year tax positions (112) (232) (162) Increases related to current year tax positions 133 431 56 Settlements during the period (117) (80) (161) Lapse in statutes of limitations — — (4) Unrecognized tax benefits, end of year $ 763 $ 818 $ 611 The Company classifies interest and penalties related to uncertain tax benefits as interest expense and as operating, selling, general and administrative expenses, respectively. During fiscal 2014, 2013 and 2012, the Company recognized interest and penalty expense (benefit) related to uncertain tax positions of $(7) million, $2 million and $(19) million, respectively. As of January 31, 2014 and 2013, accrued interest related to uncertain tax positions of $40 million and $139 million, respectively, was recorded in the Company’s Consolidated Balance Sheets. The Company did not have any accrued penalties recorded for income taxes as of
  • 203. January 31, 2014 or 2013. During the next twelve months, it is reasonably possible that tax audit resolutions could reduce unrecognized tax benefits by between $50 million and $250 million, either because the tax positions are sustained on audit or because the Company agrees to their disallowance. The Company is focused on resolving tax audits as expeditiously as possible. As a result of these efforts, unrecognized tax benefits could potentially be reduced beyond the provided range during the next twelve months. The Company does not expect any change to have a significant impact to its Consolidated Financial Statements. The Company remains subject to income tax examinations for its U.S. federal income taxes generally for fiscal 2012 through 2014. The Company also remains subject to income tax examinations for international income taxes for fiscal 2006 through 2014, and for U.S. state and local income taxes generally for the fiscal years ended 2009 through 2014. Other Taxes The Company is subject to tax examinations for payroll, value added, sales-based and other non-income taxes. A number of these examinations
  • 204. are ongoing in various jurisdictions, including Brazil. In certain cases, the Company has received assessments from the taxing authorities in connection with these examinations. Where a probable loss has occurred, the Company has made accruals, which are reflected in the Company’s Consolidated Financial Statements. While the possible losses or range of possible losses associated with these matters are individually immaterial, a group of related matters, if decided adversely to the Company, could result in a liability material to the Company’s Consolidated Financial Statements. 10 Contingencies Legal Proceedings The Company is involved in a number of legal proceedings. The Company has made accruals with respect to these matters, where appropriate, which are reflected in the Company’s Consolidated Financial Statements. For some matters, a liability is not probable or the amount cannot be reasonably estimated, and therefore an accrual has not been made. However, where a liability is reasonably possible and material, such matters have been disclosed. 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’s
  • 205. shareholders. Unless stated otherwise, the matters, or groups of related 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 condition or results of operations. Wage-and-Hour Class Action: The Company is a defendant in Braun/Hummel v. Wal-Mart Stores, Inc., a class-action lawsuit commenced in March 2002 in the Court of Common Pleas in Philadelphia, Pennsylvania. The plaintiffs allege that the Company failed to pay class members for all hours worked and prevented class members from taking their full meal and rest breaks. On October 13, 2006, a jury awarded back-pay damages to the plaintiffs of approximately $78 million on their claims for off-the- clock work and missed rest breaks. The jury found in favor of the Company on the plaintiffs’ meal-period claims. On November 14, 2007, the trial judge entered a final judgment in the approximate amount of $188 million, which included the jury’s back-pay award plus statutory penalties, pre- judgment interest and attorneys’ fees. By operation of law, post- judgment interest accrues on the judgment amount at the rate of six percent per annum from the date of entry of the judgment, which was November 14,
  • 206. 2007, until the judgment is paid, unless the judgment is set aside on appeal. On December 7, 2007, the Company filed its Notice of Appeal. The Company filed its opening appellate brief on February 17, 2009, plaintiffs filed their response brief on April 20, 2009, and the Company Walmart 2014 Annual Report 5554 Walmart 2014 Annual Report Notes to Consolidated Financial Statements Walmart 2014 Annual Report 5554 Walmart 2014 Annual Report filed its reply brief on June 5, 2009. Oral argument was held before the Pennsylvania Superior Court of Appeals on August 19, 2009. On June 10, 2011, the court issued an opinion upholding the trial court’s certification of the class, the jury’s back pay award, and the awards of statutory penalties and prejudgment interest, but reversing the award of attorneys’ fees. On September 9, 2011, the Company filed a Petition for Allowance of Appeal with the Pennsylvania Supreme Court. On July 2, 2012, the Pennsylvania Supreme Court granted the Company’s Petition. The Company served its opening brief in the Pennsylvania Supreme
  • 207. Court on October 22, 2012, plaintiffs served their response brief on January 22, 2013, and the Company served its reply on February 28, 2013. Oral argument was held in the Pennsylvania Supreme Court on May 8, 2013. No decision has been issued. The Company believes it has substantial factual and legal defenses to the claims at issue, and plans to continue pursuing appellate review. Gender Discrimination Class Actions: The Company is a defendant in Dukes v. Wal-Mart Stores, Inc., which was commenced as a class-action lawsuit in June 2001 in the United States District Court for the Northern District of California, asserting that the Company had engaged in a pattern and practice of discriminating against women in promotions, pay, training and job assignments, and seeking, among other things, injunctive relief, front pay, back pay, punitive damages and attorneys’ fees. On June 21, 2004, the district court issued an order granting in part and denying in part the plaintiffs’ motion for class certification. As defined by the district court, the class included “[a]ll women employed at any Wal-Mart domestic retail store at any time since December 26, 1998, who have been or may be subjected to Wal-Mart’s challenged
  • 208. pay and management track promotions policies and practices.” The Company appealed the order to the Ninth Circuit Court of Appeals and subsequently to the United States Supreme Court. On June 20, 2011, the Supreme Court issued an opinion decertifying the class and remanding the case to the district court. On October 27, 2011, the plaintiffs’ attorneys filed an amended complaint proposing a class of current and former female associates at the Company’s California retail facilities, and the Company filed a motion to dismiss on January 13, 2012. On September 21, 2012, the court denied the motion. The plaintiffs filed a motion for class certification on April 15, 2013. On August 2, 2013, the court denied the motion. On August 16, 2013, the plaintiffs filed a petition for permission to appeal that ruling to the U.S. Court of Appeals for the Ninth Circuit. On November 18, 2013, the Ninth Circuit denied that petition. On October 28, 2011, the attorneys for the plaintiffs in the Dukes case filed a similar complaint in the United States District Court for the Northern District of Texas entitled Odle v. Wal-Mart Stores, Inc., proposing a class of current and former female associates employed in any Walmart region that includes stores located in the state of Texas. On
  • 209. October 15, 2012, the court in the Odle case granted the Company’s motion to dismiss, dismissing with prejudice the plaintiffs’ class-action allegations and the individual claims of the lead plaintiff, Stephanie Odle. On March 19, 2013, the U.S. Court of Appeals for the Fifth Circuit denied the plaintiffs’ petition for permission to appeal. On October 2, 2012, the plaintiffs’ attorneys filed another similar complaint in the United States District Court for the Middle District of Tennessee entitled Phipps v. Wal-Mart Stores, Inc., proposing a class of current and former female associates employed in “Region 43, centered in Middle and Western Tennessee.” On February 20, 2013, the court in the Phipps case granted the Company’s motion to dismiss, dismissing with prejudice the plaintiffs’ class-action allegations. On September 11, 2013, the U.S. Court of Appeals for the Sixth Circuit granted the plaintiffs’ petition for permission to appeal that ruling. On October 4, 2012, the plaintiffs’ attorneys filed another similar complaint in the United States District Court for the Southern District of Florida entitled Love v. Wal-Mart Stores, Inc., proposing a class of current and former female associates employed in certain designated stores and clubs in
  • 210. regions centered in the state of Florida. On September 23, 2013, the court in the Love case granted the Company’s motion to dismiss, dismissing with prejudice the plaintiffs’ class-action allegations. Finally, on February 20, 2013, the plaintiffs’ attorneys filed another similar complaint in the United States District Court for the Western District of Wisconsin entitled Ladik v. Wal-Mart Stores, Inc., proposing a class of current and former female associates employed in “Region 14, which includes Wal- Mart retail stores located in parts of Wisconsin, Illinois, Indiana and Michigan.” On May 24, 2013, the court in the Ladik case granted the Company’s motion to dismiss, dismissing with prejudice the plaintiffs’ class-action allegations. On June 13, 2013, the U.S. Court of Appeals for the Seventh Circuit denied the plaintiffs’ petition for permission to appeal. Management does not believe any possible loss or the range of any possible loss that may be incurred in connection with these matters will be material to the Company’s financial condition or results of operations. FCPA Investigation and Related Matters The Audit Committee (the “Audit Committee”) of the Board of Directors of the Company, which is composed solely of independent directors, is conducting an internal investigation into, among other things, alleged
  • 211. violations of the U.S. Foreign Corrupt Practices Act (“FCPA”) and other alleged crimes or misconduct in connection with foreign subsidiaries, including Wal-Mart de México, S.A.B. de C.V. (“Walmex”), and whether prior allegations of such violations and/or misconduct were appropriately handled by the Company. The Audit Committee and the Company have engaged outside counsel from a number of law firms and other advisors who are assisting in the on-going investigation of these matters. The Company is also conducting a voluntary global review of its policies, practices and internal controls for FCPA compliance. The Company is engaged in strengthening its global anti-corruption compliance program through appropriate remedial anti-corruption measures. In November 2011, the Company voluntarily disclosed that investigative activity to the U.S. Department of Justice (the “DOJ”) and the Securities and Exchange Commission (the “SEC”). Since the implementation of the global review and the enhanced anti-corruption compliance program, the Audit Committee and the Company have identified or been made aware of additional allegations regarding potential violations of the FCPA. When such allegations are reported or identified, the Audit Committee and the Company, together with their third party advisors, conduct
  • 212. inquiries and when warranted based on those inquiries, open investigations. Inquiries or investigations regarding allegations of potential FCPA violations have been commenced in a number of foreign markets where the Company operates, including, but not limited to, Brazil, China and India. The Company has been informed by the DOJ and the SEC that it is also the subject of their respective investigations into possible violations of the FCPA. The Company is cooperating with the investigations by the DOJ and the SEC. A number of federal and local government agencies in Mexico have also initiated investigations of these matters. Walmex is cooperating with the Mexican governmental agencies conducting these investigations. Furthermore, lawsuits relating to the matters under investigation have been filed by several of the Company’s shareholders against it, certain of its current directors, certain of its former directors, certain of its current and former officers and certain of Walmex’s current and former officers. Notes to Consolidated Financial Statements The Company could be exposed to a variety of negative
  • 213. consequences as a result of the matters noted above. There could be one or more enforcement actions in respect of the matters that are the subject of some or all of the on-going government investigations, and such actions, if brought, may result in judgments, settlements, fines, penalties, injunctions, cease and desist orders, debarment or other relief, criminal convictions and/or penalties. The shareholder lawsuits may result in judgments against the Company and its current and former directors and officers named in those proceedings. The Company cannot predict at this time the outcome or impact of the government investigations, the shareholder lawsuits, or its own internal investigations and review. In addition, the Company expects to incur costs in responding to requests for information or subpoenas seeking documents, testimony and other information in connection with the government investigations, in defending the shareholder lawsuits, and in conducting the review and investigations. These costs will be expensed as incurred. For fiscal 2014 and 2013, the Company incurred expenses of approximately $282 million and $157 million, respectively, related to these matters. Of these expenses, approximately $173 million and $100 million, respectively, represent costs
  • 214. incurred for the ongoing inquiries and investigations and $109 million and $57 million, respectively, relate to the Company’s global compliance program and organizational enhancements. These matters may require the involvement of certain members of the Company’s senior manage- ment that could impinge on the time they have available to devote to other matters relating to the business. The Company expects that there will be on-going media and governmental interest, including additional news articles from media publications on these matters, which could impact the perception among certain audiences of the Company’s role as a corporate citizen. The Company’s process of assessing and responding to the governmental investigations and the shareholder lawsuits continues. While the Company believes that it is probable that it will incur a loss from these matters, given the on-going nature and complexity of the review, inquiries and investigations, the Company cannot reasonably estimate any loss or range of loss that may arise from these matters. Although the Company does not presently believe that these matters will have a material adverse effect on its business, given the inherent uncertainties in such
  • 215. situations, the Company can provide no assurance that these matters will not be material to its business in the future. 11 Commitments The Company has long-term leases for stores and equipment. Rentals (including amounts applicable to taxes, insurance, maintenance, other operating expenses and contingent rentals) under operating leases and other short-term rental arrangements were $2.8 billion, $2.6 billion and $2.4 billion in fiscal 2014, 2013 and 2012, respectively. Aggregate minimum annual rentals at January 31, 2014, under non-cancelable leases are as follows: (Amounts in millions) Operating Capital Fiscal Year Leases Leases 2015 $ 1,734 $ 586 2016 1,632 558 2017 1,462 519 2018 1,314 479 2019 1,192 438 Thereafter 9,836 3,711 Total minimum rentals $17,170 $6,291 Less estimated executory costs 60 Net minimum lease payments 6,231 Less imputed interest 3,134 Present value of minimum lease payments $3,097
  • 216. Certain of the Company’s leases provide for the payment of contingent rentals based on a percentage of sales. Such contingent rentals were immaterial for fiscal 2014, 2013 and 2012. Substantially all of the Company’s store leases have renewal options, some of which may trigger an escalation in rentals. The Company has future lease commitments for land and buildings for approximately 317 future locations. These lease commitments have lease terms ranging from 4 to 40 years and provide for certain minimum rentals. If executed, payments under operating leases would increase by $49 million for fiscal 2015, based on current cost estimates. In connection with certain long-term debt issuances, the Company could be liable for early termination payments if certain unlikely events were to occur. At January 31, 2014, the aggregate termination payment would have been $74 million. The arrangement pursuant to which this payment could be made will expire in fiscal 2019. 12 Retirement-Related Benefits The Company offers 401(k) plans for associates in the United States and Puerto Rico, under which associates generally become participants following one year of employment. Under these plans, the Company
  • 217. matches 100% of participant contributions up to 6% of annual eligible earnings. The matching contributions immediately vest at 100% for each associate. Participants can contribute up to 50% of their pretax earnings, but not more than the statutory limits. Participants age 50 or older may defer additional earnings in catch-up contributions up to the maximum statutory limits. Associates in international countries who are not U.S. citizens are covered by various defined contribution post-employment benefit arrangements. These plans are administered based upon the legislative and tax requirements in the countries in which they are established. Additionally, the Company’s subsidiaries in the United Kingdom (“Asda”) and Japan have sponsored defined benefit pension plans. The plan in the United Kingdom was underfunded by $69 million and $346 million at January 31, 2014 and 2013, respectively. The plan in Japan was under- funded by $281 million and $338 million at January 31, 2014 and 2013, Walmart 2014 Annual Report 5756 Walmart 2014 Annual Report Notes to Consolidated Financial Statements
  • 218. respectively. These underfunded amounts are recorded as liabilities in the Company’s Consolidated Balance Sheets in deferred income taxes and other. Certain other international operations also have defined benefit arrangements that are not significant. In fiscal 2012, Asda and the trustees of Asda’s defined benefit plan agreed to remove future benefit accruals from the plan and, with the consent of a majority of the plan participants, also removed the link between past accrual and future pay increases. In return, Asda paid approximately $70 million in fiscal 2012 to the plan participants. The related curtailment gain of approximately $90 million was recorded in fiscal 2012 as a decrease to deferred actuarial losses in other comprehensive income. The following table summarizes the contribution expense related to the Company’s retirement-related benefits for fiscal 2014, 2013 and 2012: Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Defined contribution plans: U.S. $ 877 $ 818 $ 752 International 165 166 230 Defined benefit plans:
  • 219. International 20 26 54 Total contribution expense for retirement-related benefits $1,062 $1,010 $1,036 13 Acquisitions, Disposals and Related Items The Company has completed, or is in process of completing, the following transactions that impact the operations of Walmart International: India Operations During fiscal 2014, the Company acquired, for $100 million, the remaining ownership interest in Bharti Walmart Private Limited, previously a joint venture between Bharti Ventures Limited (“Bharti”) and the Company established in 2007, which operated the Company’s wholesale cash & carry business in India. Upon completion of the transaction, the Company became the sole owner of the cash & carry business in India. In addition, the Company also terminated its joint venture, franchise and supply agreements with Bharti Retail Limited (“Bharti Retail”), which operates Bharti’s retail business in India, and transferred its investment in that business to Bharti. In connection with the agreements related to the Bharti retail business, the Company paid and forgave indebtedness of approximately $234 million and recorded a net loss of approximately
  • 220. $151 million in the Company’s Consolidated Statements of Income. Walmart Chile In September 2013, certain redeemable noncontrolling interest shareholders exercised put options that required the Company to purchase a portion of their shares in Walmart Chile at the mutually agreed upon redemption value to be determined after exercise of the put options. In fiscal 2014, the Company recorded an increase to redeemable noncontrolling interest of $1.0 billion, with a corresponding decrease to capital in excess of par value, to reflect the estimated redemption value of the redeemable noncontrolling interest at $1.5 billion. Subsequent to the initial exercise, the Company negotiated with the redeemable noncontrolling interest shareholders to acquire all of their redeemable noncontrolling interest shares. The Company completed this transaction in February 2014, after period end, using its existing cash and bringing its ownership interest in Walmart Chile to approximately 99.7 percent. The Company has since initiated a tender offer for the remaining 0.3 percent noncontrolling interest held by the public in Chile at the same value per share as was paid to the redeemable noncontrolling interest shareholders. The tender offer will expire in
  • 221. the first quarter of fiscal 2015. Vips Restaurant Business in Mexico In September 2013, Walmex, a majority-owned subsidiary of the Company, entered into a definitive agreement with Alsea S.A.B. de C.V. to dispose of Walmex’s Vips restaurant business (“Vips”) in Mexico for approximately $625 million. Accordingly, the Vips operating results are presented as discontinued operations in the Company’s Consolidated Statements of Income for fiscal 2014, 2013 and 2012. Additionally, the Vips assets and liabilities to be disposed of are reported separately in the Company’s Consolidated Balance Sheets as of January 31, 2014. The Vips sale is subject to approval by Mexican regulatory authorities and is currently expected to close during the first half of fiscal 2015. Upon completion of this transaction, the Company expects to record a net gain, which will be recorded in discontinued operations in the Company’s Consolidated Statements of Income. 14 Segments The Company is engaged in the operation of retail, wholesale and other units located in the U.S., Africa, Argentina, Brazil, Canada, Central America, Chile, China, India, Japan, Mexico and the United Kingdom.
  • 222. The Company’s operations are conducted in three reportable business segments: Walmart U.S., Walmart International and Sam’s Club. The Company defines its segments as those operations whose results its chief operating decision maker (“CODM”) regularly reviews to analyze perfor- mance and allocate resources. The Company sells similar individual prod- ucts 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 merchant con- cept in the U.S. operating under the “Walmart” or “Wal-Mart” brands, as well as walmart.com. The Walmart International segment consists of the Company’s operations outside of the U.S., including various retail web- sites. The Sam’s Club segment includes the warehouse membership clubs in the U.S., as well as samsclub.com. Corporate and support con- sists of corporate overhead and other items not allocated to any of the Company’s segments. The Company measures the results of its segments using, among other measures, each segment’s net sales and operating income, which includes certain corporate overhead allocations. From time to time, the
  • 223. Company revises the measurement of each segment’s operating income, including any corporate overhead allocations, as determined by the information regularly reviewed by its CODM. When the measure- ment of a segment changes, previous period amounts and balances are reclassified to be comparable to the current period’s presentation. Walmart 2014 Annual Report 5756 Walmart 2014 Annual Report Notes to Consolidated Financial Statements Information for the Company’s segments, as well as the reconciliation to income from continuing operations before income taxes, is provided in the following table: Walmart Corporate and (Amounts in millions) Walmart U.S. International Sam’s Club Support Consolidated Fiscal Year Ended January 31, 2014 Net sales $279,406 $136,513 $57,157 $ — $473,076 Operating income (loss) 22,351 5,454 1,975 (2,908) 26,872 Interest expense, net (2,216) Income from continuing operations before income taxes $ 24,656 Total assets $ 98,745 $ 85,370 $14,053 $ 6,583 $204,751 Depreciation and amortization 4,660 2,658 645 907 8,870
  • 224. Capital Expenditures 6,378 4,463 1,071 1,203 13,115 Fiscal Year Ended January 31, 2013 Net sales $ 274,433 $134,748 $56,423 $ — $465,604 Operating income (loss) 21,491 6,617 1,960 (2,343) 27,725 Interest Expense, net (2,063) Income from continuing operations before income taxes $ 25,662 Total assets $ 96,234 $ 85,695 $13,479 $ 7,697 $203,105 Depreciation and amortization 4,586 2,605 617 670 8,478 Capital Expenditures 5,994 4,640 868 1,396 12,898 Fiscal Year Ended January 31, 2012 Net sales $ 264,186 $125,435 $53,795 $ — $443,416 Operating income (loss) 20,381 6,113 1,844 (1,847) 26,491 Interest Expense, net (2,159) Income from continuing operations before income taxes $ 24,332 Total assets $ 93,143 $ 81,289 $12,824 $ 6,150 $193,406 Depreciation and amortization 4,557 2,438 595 540 8,130 Capital Expenditures 6,226 5,274 823 1,187 13,510 Walmart 2014 Annual Report 5958 Walmart 2014 Annual Report Total revenues, consisting of net sales and membership and other income, and long-lived assets, consisting primarily of property and equipment, net, aggregated by the Company’s U.S. and non-U.S. operations for fiscal 2014, 2013 and 2012, are as follows:
  • 225. Fiscal Years Ended January 31, (Amounts in millions) 2014 2013 2012 Total revenues U.S. operations $338,681 $332,788 $319,800 Non-U.S. operations 137,613 135,863 126,709 Total revenues $476,294 $468,651 $446,509 Long-lived assets U.S. operations $ 79,644 $ 77,692 $ 75,881 Non-U.S. operations 38,263 38,989 36,443 Total long-lived assets $117,907 $116,681 $112,324 No individual country outside of the U.S. had total revenues or long-lived assets that were material to the consolidated totals. Additionally, the Company did not generate material total revenues from any single customer. 15 Subsequent Event Dividends Declared On February 20, 2014, the Board of Directors approved the fiscal 2015 annual dividend at $1.92 per share, an increase compared to the fiscal 2014 dividend of $1.88 per share. For fiscal 2015, the annual dividend will be paid in four quarterly installments of $0.48 per share, according to the following record and payable dates: Record Date Payable Date
  • 226. March 11, 2014 April 1, 2014 May 9, 2014 June 2, 2014 August 8, 2014 September 3, 2014 December 5, 2014 January 5, 2015 Notes to Consolidated Financial Statements Walmart 2014 Annual Report 5958 Walmart 2014 Annual Report 16 Quarterly Financial Data (Unaudited) Fiscal Year Ended January 31, 2014 (Amounts in millions except per share data) Q1 Q2 Q3 Q4 Total Total revenues $114,071 $116,829 $115,688 $129,706 $476,294 Net sales 113,313 116,101 114,876 128,786 473,076 Cost of sales 85,991 87,420 86,687 97,971 358,069 Income from continuing operations 3,932 4,205 3,870 4,544 16,551 Consolidated net income 3,944 4,216 3,885 4,650 16,695 Consolidated net income attributable to Walmart 3,784 4,069 3,738 4,431 16,022 Basic net income per common share(1): Basic income per common share from continuing operations attributable to Walmart 1.14 1.24 1.14 1.35 4.87 Basic income (loss) per common share from discontinued operations attributable to Walmart 0.01 — 0.01 0.02 0.03 Basic net income per common share attributable to Walmart 1.15 1.24 1.15 1.37 4.90 Diluted net income per common share(1):
  • 227. Diluted income per common share from continuing operations attributable to Walmart 1.14 1.23 1.14 1.34 4.85 Diluted income (loss) per common share from discontinued operations attributable to Walmart — 0.01 — 0.02 0.03 Diluted net income per common share attributable to Walmart 1.14 1.24 1.14 1.36 4.88 Fiscal Year Ended January 31, 2013 Q1 Q2 Q3 Q4 Total Total revenues $112,901 $114,174 $113,800 $127,776 $468,651 Net sales 112,155 113,412 113,077 126,960 465,604 Cost of sales 85,145 85,611 85,470 96,071 352,297 Income from continuing operations 3,882 4,150 3,809 5,863 17,704 Consolidated net income 3,893 4,162 3,825 5,876 17,756 Consolidated net income attributable to Walmart 3,741 4,017 3,635 5,606 16,999 Basic net income per common share(1): Basic income per common share from continuing operations attributable to Walmart 1.10 1.18 1.08 1.68 5.03 Basic income (loss) per common share from discontinued operations attributable to Walmart — 0.01 — — 0.01 Basic net income per common share attributable to Walmart 1.10 1.19 1.08 1.68 5.04 Diluted net income per common share(1): Diluted income per common share from continuing operations attributable to Walmart 1.09 1.18 1.07 1.67 5.01 Diluted income (loss) per common share from discontinued operations attributable to Walmart — — 0.01 — 0.01
  • 228. Diluted net income per common share attributable to Walmart 1.09 1.18 1.08 1.67 5.02 (1) The sum of quarterly income per common share attributable to Walmart data may not agree to annual amounts due to rounding. Notes to Consolidated Financial Statements The Board of Directors and Shareholders of Wal-Mart Stores, Inc. We have audited the accompanying consolidated balance sheets of Wal-Mart Stores, Inc. as of January 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended January 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
  • 229. misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Wal-Mart Stores, Inc. at January 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 31, 2014, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Wal- Mart Stores, Inc.’s internal control over financial reporting as of January 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated March 21, 2014
  • 230. expressed an unqualified opinion thereon. Rogers, Arkansas March 21, 2014 Walmart 2014 Annual Report 6160 Walmart 2014 Annual Report Report of Independent Registered Public Accounting Firm Walmart 2014 Annual Report 6160 Walmart 2014 Annual Report The Board of Directors and Shareholders of Wal-Mart Stores, Inc. We have audited Wal-Mart Stores, Inc.’s internal control over financial reporting as of January 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Wal-Mart Stores, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Report to Our Shareholders.” Our responsibility is to express an opinion on the Company’s internal control
  • 231. over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
  • 232. records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Wal-Mart Stores, Inc. maintained, in all material respects, effective internal control over financial reporting as of January 31, 2014,
  • 233. based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Wal-Mart Stores, Inc. as of January 31, 2014 and 2013, and related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended January 31, 2014 and our report dated March 21, 2014 expressed an unqualified opinion thereon. Rogers, Arkansas March 21, 2014 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting Wal-Mart Stores, Inc. Management of Wal-Mart Stores, Inc. (“Walmart,” the “company” or “we”) is responsible for the preparation, integrity and objectivity of Walmart’s Consolidated Financial Statements and other financial information contained in this Annual Report to Shareholders. Those Consolidated Financial Statements were prepared in conformity with accounting
  • 234. principles generally accepted in the United States. In preparing those Consolidated Financial Statements, management is required to make certain estimates and judgments, which are based upon currently available information and management’s view of current conditions and circumstances. The Audit Committee of the Board of Directors, which consists solely of independent directors, oversees our process of reporting financial information and the audit of our Consolidated Financial Statements. The Audit Committee stays informed of the financial condition of Walmart and regularly reviews management’s financial policies and procedures, the independence of our independent auditors, our internal control over financial reporting and the objectivity of our financial reporting. Both the independent auditors and the internal auditors have free access to the Audit Committee and meet with the Audit Committee periodically, both with and without management present. Acting through our Audit Committee, we have retained Ernst & Young LLP, an independent registered public accounting firm, to audit our Consolidated Financial Statements found in this Annual Report to Shareholders. We have made available to Ernst & Young LLP all of our
  • 235. financial records and related data in connection with their audit of our Consolidated Financial Statements. We have filed with the Securities and Exchange Commission (“SEC”) the required certifications related to our Consolidated Financial Statements as of and for the year ended January 31, 2014. These certifications are attached as exhibits to our Annual Report on Form 10-K for the year ended January 31, 2014. Additionally, we have also provided to the New York Stock Exchange the required annual certification of our Chief Executive Officer regarding our compliance with the New York Stock Exchange’s corporate governance listing standards. Report on Internal Control Over Financial Reporting Management has responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of the Company’s internal control over financial
  • 236. reporting as of January 31, 2014. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control — Integrated Framework (1992). Management concluded that based on its assessment, Walmart’s internal control over financial reporting was effective as of January 31, 2014. The Company’s internal control over financial reporting as of January 31, 2014, has been audited by Ernst & Young LLP as stated in their report which appears in this Annual Report to Shareholders. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be timely disclosed is accumulated and communicated to management in a timely fashion. Management has assessed the effectiveness of these disclosure controls and procedures as of January 31, 2014, and determined they were effective as of that date to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, was accumulated and communicated to management, as appropriate, to allow timely decisions
  • 237. regarding required disclosure and were 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. Report on Ethical Standards Our Company was founded on the belief that open communications and the highest standards of ethics are necessary to be successful. Our long-standing “Open Door” communication policy helps management be aware of and address issues in a timely and effective manner. Through the open door policy all associates are encouraged to inform management at the appropriate level when they are concerned about any matter pertaining to Walmart. Walmart has adopted a Statement of Ethics to guide our associates in the continued observance of high ethical standards such as honesty, integrity and compliance with the law in the conduct of Walmart’s business. Familiarity and compliance with the Statement of Ethics is required of all associates who are part of management. The Company also maintains a separate Code of Ethics for our senior financial officers. Walmart also has in place a Related-Party Transaction Policy. This policy
  • 238. applies to Walmart’s senior officers and directors and requires material related-party transactions to be reviewed by the Audit Committee. The senior officers and directors are required to report material related-party transactions to Walmart. We maintain a global ethics office which oversees and administers an ethics helpline. The ethics helpline provides a channel for associates to make confidential and anonymous complaints regarding potential violations of our statements of ethics, including violations related to financial or accounting matters. C. Douglas McMillon President and Chief Executive Officer Charles M. Holley, Jr. Executive Vice President and Chief Financial Officer Walmart 2014 Annual Report 6362 Walmart 2014 Annual Report Management’s Report to Our Shareholders Walmart 2014 Annual Report 6362 Walmart 2014 Annual Report United States The Walmart U.S. and Sam’s Club segments comprise the Company’s operations in the United States. As of January 31, 2014, unit
  • 239. counts for Walmart U.S. and Sam’s Club are summarized by format for each state or territory as follows: Walmart U.S. Sam’s Club Neighborhood Markets and Discount other small Grand State or Territory Supercenters Stores formats Clubs Total Alabama 95 3 12 13 123 Alaska 8 2 — 3 13 Arizona 78 3 25 15 121 Arkansas 73 9 19 7 108 California 106 96 49 33 284 Colorado 66 5 14 15 100 Connecticut 10 24 2 3 39 Delaware 6 3 — 1 10 Florida 207 16 51 45 319 Georgia 143 3 13 23 182 Hawaii — 9 — 2 11 Idaho 21 1 1 1 24 Illinois 128 26 6 31 191 Indiana 92 9 6 16 123 Iowa 56 3 — 8 67 Kansas 56 4 12 8 80 Kentucky 76 8 8 9 101 Louisiana 83 2 7 14 106 Maine 19 3 — 3 25 Maryland 25 22 — 12 59 Massachusetts 23 24 — 3 50 Michigan 83 8 — 26 117 Minnesota 61 7 — 13 81 Mississippi 62 4 1 7 74
  • 240. Missouri 107 12 6 17 142 Montana 13 — — 2 15 Nebraska 34 — 6 4 44 Nevada 30 2 11 7 50 New Hampshire 15 12 — 4 31 New Jersey 21 36 — 10 67 New Mexico 35 2 4 7 48 New York 74 25 2 16 117 North Carolina 137 6 21 23 187 North Dakota 12 1 — 3 16 Ohio 138 7 — 29 174 Oklahoma 77 9 19 11 116 Oregon 26 7 9 — 42 Pennsylvania 110 24 — 23 157 Rhode Island 5 4 — 1 10 South Carolina 80 — 2 12 94 South Dakota 13 — — 2 15 Tennessee 111 2 6 16 135 Texas 345 27 50 77 499 Utah 40 — 5 8 53 Vermont — 5 — — 5 Virginia 102 6 4 16 128 Washington 46 12 3 3 64 Washington D.C. 2 — — — 2 West Virginia 38 — 1 5 44 Wisconsin 78 9 5 12 104 Wyoming 10 — — 2 12 Puerto Rico 12 6 27 11 56 U.S. Total 3,288 508 407 632 4,835 International The Walmart International segment comprises the Company’s operations outside of the United States and is represented in three major
  • 241. brand categories. Unit counts (1) as of January 31, 2014 for Walmart International are summarized by brand category for each geographic market as follows: Geographic Market Retail Wholesale Other (2) Total Africa (3) 285 94 — 379 Argentina 104 — — 104 Brazil 468 76 12 556 Canada 389 — — 389 Central America (4) 660 1 — 661 Chile 351 2 27 380 China 395 10 — 405 India — 20 — 20 Japan 374 — 64 438 Mexico (5) 2,033 156 10 2,199 United Kingdom 574 — 2 576 International total 5,633 359 115 6,107 (1) Walmart International unit counts, with the exception of Canada, are stated as of December 31, 2013, to correspond with the balance sheet date of the related geographic market. Canada unit counts are stated as of January 31, 2014. (2) “Other” includes restaurants, drugstores and convenience stores operating under varying banners in Brazil, Chile, Japan, Mexico and the United Kingdom. (3) Africa unit counts by country are Botswana (11), Ghana (1), Lesotho (3), Malawi (2),
  • 242. Mozambique (7), Namibia (3), Nigeria (2), South Africa (346), Swaziland (1), Tanzania (1), Uganda (1) and Zambia (1). (4) Central America unit counts by country are Costa Rica (214), El Salvador (83), Guatemala (209), Honduras (75) and Nicaragua (80). (5) Mexico unit counts exclude 360 units of the Vips restaurant business classified as discontinued operations as of January 31, 2014. The Company has entered into an agreement to sell the operations of the Vips restaurant business, subject to regulatory approval. Unit Counts as of January 31, 2014 Wal-Mart Stores, Inc. 64 Walmart 2014 Annual Report Corporate and Stock Information Corporate information Stock Registrar and Transfer Agent: Computershare Trust Company, N.A. P.O. Box 43069 Providence, Rhode Island 02940-3069 1-800-438-6278 TDD for hearing-impaired inside the U.S. 1-800-952-9245 Internet: http://www.computershare.com Listing New York Stock Exchange
  • 243. Stock Symbol: WMT Annual meeting Our Annual Meeting of Shareholders will be held on Friday, June 6, 2014, at 7:00 a.m. (Central Time) in the Bud Walton Arena on the University of Arkansas campus, Fayetteville, Arkansas. Communication with shareholders Wal-Mart Stores, Inc. periodically communicates with its shareholders and other members of the investment community about our operations. For further information regarding our policy on shareholder and investor communications refer to our website, www.stock.walmart.com. The following reports are available without charge upon request by writing the Company c/o Investor Relations or by calling (479) 273-8446. These reports are also available via the corporate website. • Annual Report on Form 10-K • Quarterly Reports on Form 10-Q • Earnings Releases • Current Reports on Form 8-K • Annual Shareholders’ Meeting Proxy Statement • Global Responsibility Report • Diversity and Inclusion Report • Workforce Diversity Report Independent registered public accounting firm Ernst & Young LLP 5417 Pinnacle Point Dr., Suite 501 Rogers, AR 72758
  • 244. Market price of common stock The high and low market price per share for the Company’s common stock in fiscal 2014 and 2013 were as follows: 2014 2013 High Low High Low 1st Quarter $79.50 $68.13 $62.63 $57.18 2nd Quarter 79.96 72.90 75.24 58.27 3rd Quarter 79.00 71.51 77.60 71.35 4th Quarter 81.37 73.64 75.16 67.37 The high and low market price per share for the Company’s common stock for the first quarter of fiscal 2015, were as follows: 2015 High Low 1st Quarter (1) $77.02 $72.27 (1) Through March 21, 2014. Dividends payable per share For fiscal 2015, dividends will be paid based on the following schedule: April 1, 2014 $0.48 June 2, 2014 $0.48 September 3, 2014 $0.48 January 5, 2015 $0.48 Dividends paid per share
  • 245. For fiscal 2014, dividends were paid based on the following schedule: April 1, 2013 $0.47 June 3, 2013 $0.47 September 3, 2013 $0.47 January 2, 2014 $0.47 For fiscal 2013, dividends were paid based on the following schedule: April 4, 2012 $0.3975 June 4, 2012 $0.3975 September 4, 2012 $0.3975 December 27, 2012 $0.3975 Stock Performance Chart This graph compares the cumulative total shareholder return on Walmart’s common stock during the five fiscal years ending with fiscal 2014 to the cumulative total returns on the S&P 500 Retailing Index and the S&P 500 Index. The comparison assumes $100 was invested on February 1, 2009, in shares of our common stock and in each of the indices shown and assumes that all of the dividends were reinvested. Comparison of 5-Year Cumulative Total Return* Among Wal-Mart Stores, Inc., the S&P 500 Index and S&P 500 Retailing Index $400 $350 $300
  • 246. $250 $200 $150 $100 $ 50 $450 20142009 2010 2011 20132012 Fiscal Years S&P 500 Retailing IndexS&P 500 IndexWal-Mart Stores, Inc. *Assumes $100 Invested on February 1, 2009 Assumes Dividends Reinvested Fiscal Year Ending January 31, 2014 Shareholders As of March 18, 2014, there were 255,758 holders of record of Walmart’s common stock. D es ig ne d a
  • 250. .c or p or at er ep or t.c om Walmart 2014 Annual Report 24 Walmart 2014 Annual Report So many opportunities for associates to serve customers 190,000 U.S. store/club associates promoted in fi scal 2014 2.2M dedicated associates globally 300K* associates
  • 251. have 10+ years of service Based on survey results from more than 2 million associates worldwide, approximately 4 of 5 are proud to work for Walmart. *Represents Walmart U.S. data only. The minimized environmental footprint of this report is the result of an extensive, collaborative effort of Walmart and our supply chain partners. The environmental and social impact continues to be an important consideration. It is printed on paper from well- managed forests containing recycled PCW fiber that is Elementally Chlorine Free (ECF). It is printed using 100 percent renewable wind power (RECs), along with environmental manufacturing principles that were utilized in the printing process. These practices include environ- mentally responsible procurement, lean manufacturing, green chemistry principles, the recycling of residual materials and reduced volatile organic compound inks and coatings. Our sustainable, next-generation report. 5.11 acre
  • 252. of forestland preserved via managed forestry 983 fewer trees consumed via recycling 129,537 kWh less energy – the same used by 5 homes for a year 472 metric tons of greenhouse gas offset – the equivalent of taking 94 cars off the road for a year 46,835 kWh converted to clean renewable sources (printing plant using RECs) 459,333 fewer gallons of water consumed Savings baselines were developed using the national averages of similar coated papers and printing practices by EarthColor Printing. FSC® is not responsible for any calculations on saving resources by choosing this paper.
  • 253. Walmart’s Global Responsibility Report highlights helping communities live better. Learn more about our workplace, social, environmental, sourcing and compliance initiatives by reading our Global Responsibility Report at corporate.walmart.com/ microsites/global-responsibility-report-2014 Walmart’s investor relations app is our company at your fi ngertips. Walmart’s IR app gives shareholders anytime and anywhere access to financial and company news from their mobile devices. Find presentations, quarterly results, virtual store tours, a global footprint map and the stock price on your iPad, iPhone or Android device. Download the free app from iTunes or Google Play. Walmart’s enhanced digital annual report has expanded content. We’re driving innovation and sustainability – and reducing costs – with our enhanced digital annual report. Visit www.stock.walmart.com to hear directly from our leaders, associates and customers. Also, visit this website to enroll to receive future materials electronically for our Annual Shareholders’ Meetings. P RI NT ED USIN
  • 254. G 1 0 0% W IND EN ER G Y Supplied by Community Energy 147046_L01_CVR.indd 2147046_L01_CVR.indd 2 4/9/14 8:48 PM4/9/14 8:48 PM Associate career opportunities Walmart de Mexico promoted more than 22,700 associates in fiscal 2014. Putting low prices within reach We serve customers around the globe more than 250 million times each week.
  • 255. Affordable, healthier food In FY 2014, we opened 96 new stores in America’s food deserts, with 224 opened since our initiative began. Meeting community needs around the world Last year, Walmart and the Walmart Foundation gave more than $1 billion in cash and in-kind gifts to charitable organizations. Toward a more sustainable tomorrow Today, 24% of our electricity comes from renewable sources. Wal-Mart Stores, Inc. (NYSE: WMT) 702 S.W. 8th Street | Bentonville, Arkansas 72716 USA | 479-273-4000 | walmart.com So many ways to Save money. Live better. 2014 Annual Report 2014 A n
  • 256. n u al Rep o rt 147046_L01_CVR.indd 1 4/10/14 10:52 AM 147046_L01_CVR_P001147046_L01_CVR_P002147046_L01_C VR_P002147046_L01_CVR_P001