ý
|
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
|
71-0415188
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
702 S.W. 8th Street
Bentonville, Arkansas
|
|
72716
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.10 per share
|
|
New York Stock Exchange
|
Large Accelerated Filer
|
|
ý
|
|
Accelerated Filer
|
|
o
|
Non-Accelerated Filer
|
|
o
|
|
Smaller Reporting Company
|
|
o
|
Document
|
|
Parts Into Which Incorporated
|
Portions of the registrant's Annual Report to Shareholders for the Fiscal Year Ended January 31, 2014 (the "Annual Report to Shareholders") included as Exhibit 13 to this Form 10-K
|
|
Parts I and II
|
|
|
|
Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held June 6, 2014 (the "Proxy Statement")
|
|
Part III
|
ITEM 1.
|
BUSINESS
|
|
|
Walmart U.S.
Supercenters
|
|
Walmart U.S.
Discount Stores
|
||||||||||||||||||||||||||
Fiscal Year
|
|
Opened
|
|
Closed
|
|
Conversions
(2)
|
|
Total
|
|
Square
Feet
|
|
Opened
|
|
Closed
|
|
Conversions
(2)
|
|
Total
|
|
Square
Feet
|
||||||||||
Balance forward
|
|
|
|
|
|
|
|
2,620
|
|
|
487,907
|
|
|
|
|
|
|
|
|
898
|
|
|
97,156
|
|
||||||
2010
|
|
49
|
|
|
—
|
|
|
86
|
|
|
2,755
|
|
|
510,757
|
|
|
—
|
|
|
(2
|
)
|
|
(86
|
)
|
|
810
|
|
|
87,721
|
|
2011
|
|
50
|
|
|
—
|
|
|
102
|
|
|
2,907
|
|
|
534,577
|
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
708
|
|
|
75,116
|
|
2012
|
|
43
|
|
|
—
|
|
|
79
|
|
|
3,029
|
|
|
552,237
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
629
|
|
|
66,402
|
|
2013
|
|
55
|
|
|
—
|
|
|
74
|
|
|
3,158
|
|
|
570,409
|
|
|
7
|
|
|
(1
|
)
|
|
(74
|
)
|
|
561
|
|
|
59,098
|
|
2014
|
|
72
|
|
|
—
|
|
|
58
|
|
|
3,288
|
|
|
589,858
|
|
|
4
|
|
|
—
|
|
|
(57
|
)
|
|
508
|
|
|
53,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Walmart U.S.
Neighborhood Markets and Other Small Formats
|
|
|
|
Total
Walmart U.S. Segment
|
||||||||||||||||||||||||
Fiscal Year
|
|
Opened
|
|
Closed
|
|
Conversions
(2)
|
|
Total
|
|
Square
Feet
|
|
|
|
Opened
(3)
|
|
Closed
|
|
Total
|
|
Square
Feet
|
||||||||||
Balance forward
|
|
|
|
|
|
|
|
185
|
|
|
7,193
|
|
|
|
|
|
|
|
|
3,703
|
|
|
592,256
|
|
||||||
2010
|
|
5
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
7,374
|
|
|
|
|
54
|
|
|
(2
|
)
|
|
3,755
|
|
|
605,852
|
|
|
2011
|
|
2
|
|
|
(3
|
)
|
|
—
|
|
|
189
|
|
|
7,374
|
|
|
|
|
52
|
|
|
(3
|
)
|
|
3,804
|
|
|
617,067
|
|
|
2012
|
|
27
|
|
|
(6
|
)
|
|
—
|
|
|
210
|
|
|
8,047
|
|
|
|
|
70
|
|
|
(6
|
)
|
|
3,868
|
|
|
626,686
|
|
|
2013
|
|
79
|
|
|
(3
|
)
|
|
—
|
|
|
286
|
|
|
11,226
|
|
|
|
|
141
|
|
|
(4
|
)
|
|
4,005
|
|
|
640,733
|
|
|
2014
|
|
122
|
|
|
—
|
|
|
(1
|
)
|
|
407
|
|
|
15,778
|
|
|
|
|
198
|
|
|
—
|
|
|
4,203
|
|
|
659,132
|
|
(1)
|
"Total" and "Square Feet" columns are as of January 31 for the years shown. Retail square feet are reported in thousands.
|
(2)
|
Conversions of discount stores or Neighborhood Markets to supercenters.
|
(3)
|
Total opened, net of conversions of discount stores or Neighborhood Markets to supercenters.
|
•
|
Grocery consists of a full line of grocery items, including meat, produce, deli, bakery, dairy, frozen foods, alcoholic and nonalcoholic beverages, floral and dry grocery, as well as consumables such as health and beauty aids, baby products, household chemicals, paper goods and pet supplies;
|
•
|
Entertainment contains electronics, toys, cameras and supplies, photo processing services, cellular phones, cellular service plan contracts and prepaid service, movies, music, video games and books;
|
•
|
Health and wellness includes pharmacy, optical services and over-the-counter drugs;
|
•
|
Hardlines consist of stationery, automotive accessories, hardware and paint, sporting goods, fabrics and crafts and seasonal merchandise;
|
•
|
Apparel includes apparel for women, girls, men, boys and infants, shoes, jewelry and accessories; and
|
•
|
Home includes home furnishings, housewares and small appliances, bedding, home décor, outdoor living and horticulture.
|
|
|
Fiscal Years Ended January 31,
|
||||
STRATEGIC MERCHANDISE UNITS
|
|
2014
|
|
2013
|
|
2012
|
Grocery
|
|
56%
|
|
55%
|
|
55%
|
Entertainment
|
|
11%
|
|
11%
|
|
12%
|
Health and wellness
|
|
10%
|
|
11%
|
|
11%
|
Hardlines
|
|
9%
|
|
9%
|
|
9%
|
Apparel
|
|
7%
|
|
7%
|
|
7%
|
Home
|
|
7%
|
|
7%
|
|
6%
|
Total
|
|
100%
|
|
100%
|
|
100%
|
•
|
EDLP: our commitment to price leadership and our pricing philosophy under which we price items at a low price every day so our customers trust that our prices will not change under frequent promotional activity;
|
•
|
Rollbacks: our commitment to continually pass cost savings on to the customer by lowering prices on selected goods;
|
•
|
Save Even More and Ad Match: strategies to meet or be below a competitor's advertised price;
|
•
|
Store of the Community: a program to ensure the merchandise assortment in a particular store fits the demographic needs of the local community in which that store is located; and
|
•
|
Clean, Fast and Friendly: our commitment to deliver a great customer experience through fast, friendly service in a clean environment.
|
|
|
Africa
|
|
Argentina
|
|
Brazil
|
|
Canada
|
|
Central
America
|
|
Chile
|
||||||||||||||||||||||||
Fiscal Year
|
|
Unit Count
|
|
Square Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
||||||||||||
Balance forward
|
|
—
|
|
|
—
|
|
|
28
|
|
|
4,301
|
|
|
349
|
|
|
26,594
|
|
|
318
|
|
|
39,501
|
|
|
502
|
|
|
8,277
|
|
|
197
|
|
|
9,564
|
|
2010
|
|
—
|
|
|
—
|
|
|
43
|
|
|
5,185
|
|
|
434
|
|
|
28,695
|
|
|
317
|
|
|
40,225
|
|
|
519
|
|
|
8,441
|
|
|
252
|
|
|
10,437
|
|
2011
|
|
—
|
|
|
—
|
|
|
63
|
|
|
6,211
|
|
|
479
|
|
|
30,272
|
|
|
325
|
|
|
42,005
|
|
|
549
|
|
|
8,739
|
|
|
279
|
|
|
11,115
|
|
2012
|
|
347
|
|
|
18,529
|
|
|
88
|
|
|
7,270
|
|
|
512
|
|
|
31,575
|
|
|
333
|
|
|
43,738
|
|
|
622
|
|
|
9,501
|
|
|
316
|
|
|
11,785
|
|
2013
|
|
377
|
|
|
19,775
|
|
|
94
|
|
|
7,531
|
|
|
558
|
|
|
32,494
|
|
|
379
|
|
|
48,354
|
|
|
642
|
|
|
9,873
|
|
|
329
|
|
|
12,671
|
|
2014
|
|
379
|
|
|
20,513
|
|
|
104
|
|
|
8,062
|
|
|
556
|
|
|
32,501
|
|
|
389
|
|
|
49,914
|
|
|
661
|
|
|
10,427
|
|
|
380
|
|
|
13,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
China
|
|
India
|
|
Japan
(3)
|
|
Mexico
(4)
|
|
United
Kingdom
|
|
Total Walmart
International
|
||||||||||||||||||||||||
Fiscal Year
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
|
Unit
Count
|
|
Square
Feet
|
||||||||||||
Balance forward
|
|
225
|
|
|
39,973
|
|
|
—
|
|
|
—
|
|
|
417
|
|
|
24,514
|
|
|
839
|
|
|
60,491
|
|
|
358
|
|
|
29,011
|
|
|
3,233
|
|
|
242,226
|
|
2010
|
|
279
|
|
|
49,401
|
|
|
1
|
|
|
50
|
|
|
414
|
|
|
24,292
|
|
|
1,109
|
|
|
66,504
|
|
|
371
|
|
|
30,053
|
|
|
3,739
|
|
|
263,283
|
|
2011
|
|
328
|
|
|
56,317
|
|
|
5
|
|
|
270
|
|
|
414
|
|
|
24,513
|
|
|
1,364
|
|
|
73,620
|
|
|
385
|
|
|
31,009
|
|
|
4,191
|
|
|
284,071
|
|
2012
|
|
370
|
|
|
62,124
|
|
|
15
|
|
|
826
|
|
|
419
|
|
|
24,521
|
|
|
1,724
|
|
|
82,611
|
|
|
541
|
|
|
33,765
|
|
|
5,287
|
|
|
326,245
|
|
2013
|
|
393
|
|
|
65,801
|
|
|
20
|
|
|
1,083
|
|
|
438
|
|
|
24,448
|
|
|
1,988
|
|
|
88,833
|
|
|
565
|
|
|
34,810
|
|
|
5,783
|
|
|
345,673
|
|
2014
|
|
405
|
|
|
67,205
|
|
|
20
|
|
|
1,083
|
|
|
438
|
|
|
24,489
|
|
|
2,199
|
|
|
94,900
|
|
|
576
|
|
|
35,416
|
|
|
6,107
|
|
|
358,207
|
|
(1)
|
"Unit Count" includes retail stores, wholesale clubs and other, which includes restaurants, drugstores and convenience stores. Walmart International unit counts, with the exception of Canada, are stated as of December 31, to correspond with the balance sheet date of the related geographic market. Canada unit counts are stated as of January 31. For the balance forward, all country balances are stated as of January 31, 2009.
|
(2)
|
"Square Feet" columns are reported in thousands.
|
(3)
|
All periods include the Wakana units, which are take-out restaurants generally less than 1,000 square feet in size. The information for the balance forward excludes 23 Seiyu units closed in fiscal 2010.
|
(4)
|
All periods presented exclude units and square feet for the Vips restaurant business, which is 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.
|
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
|
|
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.
|
Fiscal Year
|
|
Opened
|
|
Closed
|
|
Total
|
|
Square
Feet
|
||||
Balance forward
|
|
|
|
|
|
611
|
|
|
80,986
|
|
||
2010
|
|
6
|
|
|
(12
|
)
|
|
605
|
|
|
80,539
|
|
2011
|
|
4
|
|
|
—
|
|
|
609
|
|
|
81,202
|
|
2012
|
|
3
|
|
|
(1
|
)
|
|
611
|
|
|
81,586
|
|
2013
|
|
9
|
|
|
—
|
|
|
620
|
|
|
82,653
|
|
2014
|
|
12
|
|
|
—
|
|
|
632
|
|
|
84,382
|
|
(1)
|
"Total" and "Square Feet" columns are as of January 31 for the years shown. Retail square feet are reported in thousands.
|
•
|
Grocery and consumables includes dairy, meat, bakery, deli, produce, dry, chilled or frozen packaged foods, alcoholic and nonalcoholic beverages, floral, snack foods, candy, other grocery items, health and beauty aids, paper goods, laundry and home care, baby care, pet supplies and other consumable items;
|
•
|
Fuel and other categories consists of gasoline stations, tobacco, tools and power equipment, and tire and battery centers;
|
•
|
Home and apparel includes home improvement, outdoor living, grills, gardening, furniture, apparel, jewelry, housewares, toys, seasonal items, mattresses and small appliances;
|
•
|
Technology, office and entertainment includes electronics, wireless, software, video games, movies, books, music, office supplies, office furniture, photo processing and third-party gift cards; and
|
•
|
Health and wellness includes pharmacy, optical and hearing services and over-the-counter drugs.
|
|
|
Fiscal Years Ended January 31,
|
||||
MERCHANDISE CATEGORY
|
|
2014
|
|
2013
|
|
2012
|
Grocery and consumables
|
|
56%
|
|
55%
|
|
55%
|
Fuel and other categories
|
|
23%
|
|
24%
|
|
24%
|
Home and apparel
|
|
8%
|
|
8%
|
|
8%
|
Technology, office and entertainment
|
|
8%
|
|
8%
|
|
8%
|
Health and wellness
|
|
5%
|
|
5%
|
|
5%
|
Total
|
|
100%
|
|
100%
|
|
100%
|
Name
|
|
Business Experience
|
|
Current
Position
Held Since
|
|
Age
|
|
Neil M. Ashe
|
|
Executive Vice President, President and Chief Executive Officer, Global eCommerce, beginning in January 2012. From April 2011 to July 2011, he served as Special Advisor to the Chief Executive Officer of CBS Corporation, a mass media company. From July 2008 to April 2011, he served as President of CBS Interactive, Inc., an Internet content publisher.
|
|
2012
|
|
46
|
|
|
|
|
|
|
|
|
|
Daniel J. Bartlett
|
|
Executive Vice President, Corporate Affairs, beginning in June 2013. From November 2007 to June 2013, he served as the Chief Executive Officer and President of U.S. Operations at Hill & Knowlton, Inc., a public relations company. He previously served in the White House from 2001 to 2007 as Counselor to the President and Communications Director.
|
|
2013
|
|
42
|
|
|
|
|
|
|
|
|
|
Rosalind G. Brewer
|
|
Executive Vice President, President and Chief Executive Officer, Sam's Club, effective February 1, 2012. From February 2011 to January 2012, she served as Executive Vice President and President of the East business unit of Walmart U.S. From February 2010 to January 2011, she served as Executive Vice President and President of the South business unit of Walmart U.S. From March 2007 to January 2010, she served as Divisional Senior Vice President of Walmart U.S., responsible for operations in the Southeast.
|
|
2012
|
|
51
|
|
|
|
|
|
|
|
|
|
M. Susan Chambers
|
|
Executive Vice President, Global People.
|
|
2006
|
|
56
|
|
|
|
|
|
|
|
|
|
David Cheesewright
|
|
Executive Vice President, President and Chief Executive Officer, Walmart International. From September 2011 to January 2014, he served as President and Chief Executive Officer for Walmart International's Europe, Middle East and Africa (EMEA) and Canada region. From February 2008 to September 2011, he served as President and Chief Executive Officer of Walmart Canada.
|
|
2014
|
|
51
|
|
|
|
|
|
|
|
|
|
Michael T. Duke
|
|
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.
|
|
2014
|
|
64
|
|
|
|
|
|
|
|
|
|
Rollin L. Ford
|
|
Executive Vice President and Chief Administrative Officer. From May 2006 to January 2012, he served as Executive Vice President, Chief Information Officer.
|
|
2012
|
|
51
|
|
|
|
|
|
|
|
|
|
Jeffrey J. Gearhart
|
|
Executive Vice President, Global Governance and Corporate Secretary. From July 2010 to January 2013, he served as Executive Vice President, General Counsel and Corporate Secretary. From February 2009 to July 2010, he served as Executive Vice President, General Counsel.
|
|
2013
|
|
49
|
|
|
|
|
|
|
|
|
|
Charles M. Holley, Jr.
|
|
Executive Vice President and Chief Financial Officer. From January 2007 to November 2010, he served as Executive Vice President, Finance and Treasurer.
|
|
2010
|
|
57
|
|
|
|
|
|
|
|
|
|
C. Douglas McMillon
|
|
President and Chief Executive Officer. From February 2009 to January 2014, he served as Executive Vice President, President and Chief Executive Officer, Walmart International.
|
|
2014
|
|
47
|
|
|
|
|
|
|
|
|
|
William S. Simon
|
|
Executive Vice President, President and Chief Executive Officer, Walmart U.S. From March 2007 to July 2010, he served as Executive Vice President, Chief Operating Officer, Walmart U.S.
|
|
2010
|
|
54
|
|
|
|
|
|
|
|
|
|
Steven P. Whaley
|
|
Senior Vice President and Controller.
|
|
2007
|
|
54
|
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
|
|
Owned and Operated
|
|
Owned and Third Party Operated
|
|
Leased and Operated
|
|
Leased and Third Party Operated
|
|
Total
|
|||||
U.S. properties
|
|
|
|
|
|
|
|
|
|
|
|||||
Walmart U.S. retail units
|
|
3,630
|
|
|
—
|
|
|
573
|
|
|
—
|
|
|
4,203
|
|
Sam's Club retail units
|
|
522
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
632
|
|
Total U.S. retail units
|
|
4,152
|
|
|
—
|
|
|
683
|
|
|
—
|
|
|
4,835
|
|
Walmart U.S. distribution facilities
|
|
102
|
|
|
2
|
|
|
3
|
|
|
25
|
|
|
132
|
|
Sam's Club distribution facilities
|
|
8
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
23
|
|
Total U.S. distribution facilities
|
|
110
|
|
|
2
|
|
|
3
|
|
|
40
|
|
|
155
|
|
Total U.S. properties
|
|
4,262
|
|
|
2
|
|
|
686
|
|
|
40
|
|
|
4,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
International properties
|
|
|
|
|
|
|
|
|
|
|
|||||
Africa
|
|
35
|
|
|
—
|
|
|
344
|
|
|
—
|
|
|
379
|
|
Argentina
|
|
63
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
104
|
|
Brazil
|
|
216
|
|
|
—
|
|
|
340
|
|
|
—
|
|
|
556
|
|
Canada
|
|
131
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
389
|
|
Central America
|
|
196
|
|
|
—
|
|
|
465
|
|
|
—
|
|
|
661
|
|
Chile
|
|
234
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
380
|
|
China
|
|
3
|
|
|
—
|
|
|
402
|
|
|
—
|
|
|
405
|
|
India
|
|
2
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
20
|
|
Japan
|
|
60
|
|
|
—
|
|
|
378
|
|
|
—
|
|
|
438
|
|
Mexico
(1)
|
|
647
|
|
|
—
|
|
|
1,552
|
|
|
—
|
|
|
2,199
|
|
United Kingdom
|
|
400
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
576
|
|
Total International retail units
|
|
1,987
|
|
|
—
|
|
|
4,120
|
|
|
—
|
|
|
6,107
|
|
International distribution facilities
|
|
42
|
|
|
11
|
|
|
62
|
|
|
36
|
|
|
151
|
|
Total International properties
|
|
2,029
|
|
|
11
|
|
|
4,182
|
|
|
36
|
|
|
6,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total retail units
|
|
6,139
|
|
|
—
|
|
|
4,803
|
|
|
—
|
|
|
10,942
|
|
Total distribution facilities
|
|
152
|
|
|
13
|
|
|
65
|
|
|
76
|
|
|
306
|
|
Total properties
|
|
6,291
|
|
|
13
|
|
|
4,868
|
|
|
76
|
|
|
11,248
|
|
(1)
|
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.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Fiscal Period
|
|
Total Number of
Shares Repurchased
|
|
Average Price Paid
per Share
(in dollars)
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
|
|
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the
Plans or Programs
(in billions)
|
||||||
November 1-30, 2013
|
|
4,937,704
|
|
|
$
|
78.08
|
|
|
4,937,704
|
|
|
$
|
11.8
|
|
December 1-31, 2013
|
|
3,105,451
|
|
|
79.12
|
|
|
3,105,451
|
|
|
11.6
|
|
||
January 1-31, 2014
|
|
3,187,282
|
|
|
77.11
|
|
|
3,187,282
|
|
|
11.3
|
|
||
Total
|
|
11,230,437
|
|
|
|
|
11,230,437
|
|
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
|
Wal-Mart Stores, Inc.
|
||
|
|
|
|
|
DATE: March 21, 2014
|
|
By
|
|
/s/ C. Douglas McMillon
|
|
|
|
|
C. Douglas McMillon
|
|
|
|
|
President and Chief Executive Officer
|
DATE: March 21, 2014
|
|
By
|
|
/s/ C. Douglas McMillon
|
|
|
|
|
C. Douglas McMillon
|
|
|
|
|
President and Chief Executive Officer and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ S. Robson Walton
|
|
|
|
|
S. Robson Walton
|
|
|
|
|
Chairman of the Board and Director
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ Charles M. Holley, Jr.
|
|
|
|
|
Charles M. Holley, Jr.
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ Steven P. Whaley
|
|
|
|
|
Steven P. Whaley
|
|
|
|
|
Senior Vice President and Controller
(Principal Accounting Officer)
|
DATE: March 21, 2014
|
|
By
|
|
/s/ Aida M. Alvarez
|
|
|
|
|
Aida M. Alvarez
|
|
|
|
|
Director
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ James I. Cash, Jr.
|
|
|
|
|
James I. Cash, Jr.
|
|
|
|
|
Director
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ Roger C. Corbett
|
|
|
|
|
Roger C. Corbett
|
|
|
|
|
Director
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ Pamela J. Craig
|
|
|
|
|
Pamela J. Craig
|
|
|
|
|
Director
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ Douglas N. Daft
|
|
|
|
|
Douglas N. Daft
|
|
|
|
|
Director
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ Michael T. Duke
|
|
|
|
|
Michael T. Duke
|
|
|
|
|
Director
|
|
|
|
|
|
DATE: March 21, 2014
|
|
By
|
|
/s/ Timothy P. Flynn
|
|
|
|
|
Timothy P. Flynn
|
|
|
|
|
Director
|
|
|
|
|
|
DATE: March 21, 2014
|
|
By
|
|
/s/ Marissa A. Mayer
|
|
|
|
|
Marissa A. Mayer
|
|
|
|
|
Director
|
DATE: March 21, 2014
|
|
By
|
|
/s/ Gregory B. Penner
|
|
|
|
|
Gregory B. Penner
|
|
|
|
|
Director
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ Steven S Reinemund
|
|
|
|
|
Steven S Reinemund
|
|
|
|
|
Director
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ H. Lee Scott, Jr.
|
|
|
|
|
H. Lee Scott, Jr.
|
|
|
|
|
Director
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ Jim C. Walton
|
|
|
|
|
Jim C. Walton
|
|
|
|
|
Director
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ Christopher J. Williams
|
|
|
|
|
Christopher J. Williams
|
|
|
|
|
Director
|
|
|
|
||
DATE: March 21, 2014
|
|
By
|
|
/s/ Linda S. Wolf
|
|
|
|
|
Linda S. Wolf
|
|
|
|
|
Director
|
3 (a)
|
|
Restated Certificate of Incorporation of the Company dated October 25, 1988, the Certificate of Amendment to the Restated Certificate of Incorporation executed August 19, 1991, and the Certificate of Amendment to the Restated Certificate of Incorporation executed July 27, 1999, are incorporated hereby by reference to Exhibits 4.1, 4.2 and 4.3, respectively, to the Registration Statement on Form S-3 (File No. 333-178385).
|
|
|
|
3 (b)
|
|
Amended and Restated Bylaws of the Company are incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K that the Company filed on February 13, 2014.
|
|
|
|
4 (a)
|
|
Form of Indenture dated as of June 1, 1985, between the Company and Bank of New York, Trustee, (formerly Boatmen's Trust Company and Centerre Trust Company) is incorporated herein by reference to Exhibit 4(c) to Registration Statement on Form S-3 (File Number 2-97917).
|
|
|
|
4 (b)
|
|
Form of Indenture dated as of August 1, 1985, between the Company and Bank of New York, Trustee, (formerly Boatmen's Trust Company and Centerre Trust Company) is incorporated herein by reference to Exhibit 4(c) to Registration Statement on Form S-3 (File Number 2-99162).
|
|
|
|
4 (c)
|
|
Form of Amended and Restated Indenture, Mortgage and Deed of Trust, Assignment of Rents and Security Agreement dated as of December 1, 1986, among the First National Bank of Boston and James E. Mogavero, Owner Trustees, Rewal Corporation I, Estate for Years Holder, Rewal Corporation II, Remainderman, the Company and the First National Bank of Chicago and R.D. Manella, Indenture Trustees, is incorporated herein by reference to Exhibit 4(b) to Registration Statement on Form S-3 (File Number 33-11394).
|
|
|
|
4 (d)
|
|
Form of Indenture dated as of July 15, 1990, between the Company and Harris Trust and Savings Bank, Trustee, is incorporated herein by reference to Exhibit 4(b) to Registration Statement on Form S-3 (File Number 33-35710).
|
|
|
|
4 (e)
|
|
Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(a) to Registration Statement on Form S-3 (File Number 33-51344).
|
|
|
|
4 (f)
|
|
First Supplemental Indenture dated as of September 9, 1992, to the Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(b) to Registration Statement on Form S-3 (File Number 33-51344).
|
|
|
|
4 (g)
|
|
Indenture dated as of July 5, 2001, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, is incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3 (File Number 333-64740).
|
|
|
|
4 (h)
|
|
Indenture dated as of December 11, 2002, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, is incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 (File Number 333-101847).
|
|
|
|
4 (i)
|
|
Indenture dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association is incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 (File Number 333-126512).
|
|
|
|
4 (j)
|
|
First Supplemental Indenture, dated December 1, 2006, between Wal-Mart Stores, Inc. and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between Wal-Mart Stores, Inc. and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4.6 to Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File Number 333-130569).
|
10(a)
|
|
Wal-Mart Stores, Inc. Officer Deferred Compensation Plan as amended and restated effective February 1, 2012, is incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company dated September 29, 2011.
|
|
|
|
10(b)
|
|
Wal-Mart Stores, Inc. Management Incentive Plan as amended and effective February 1, 2013, is incorporated herein by reference to Appendix A to the Proxy Statement that is a part of the Company's Schedule 14A filed on April 22, 2013.
|
|
|
|
10(c)
|
|
The Rules of the ASDA Sharesave Plan 2000, as amended effective June 4, 2010, are incorporated by reference to Appendix B to the Proxy Statement that is a part of the Company's Schedule 14A filed on April 19, 2010.
|
|
|
|
10(d)
|
|
The ASDA Colleague Share Ownership Plan 1999, as amended June 4, 2004, incorporated by reference to Exhibit 10(d) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011, filed on March 30, 2011.
|
|
|
|
10(e)
|
|
Form of Restricted Stock Award and Notification of Award and Terms and Conditions of Award is incorporated by reference to Exhibit 10(e) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2010, filed on March 30, 2010.
|
|
|
|
10(f)
|
|
Form of Post-Termination Agreement and Covenant Not to Compete with attached Schedule of Executive Officers Who Have Executed a Post-Termination Agreement and Covenant Not to Compete is incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2010, filed on March 30, 2010.
|
|
|
|
10(f).1*
|
|
Amended Schedule of Executive Officers who have executed a Post-Termination Agreement and Covenant Not to Compete in the form filed as Exhibit 10(f) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2010.
|
|
|
|
10(g)
|
|
Wal-Mart Stores, Inc. 2004 Associate Stock Purchase Plan, as amended and restated effective as of February 1, 2004, is incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011, filed on March 30, 2011.
|
|
|
|
10(h)*
|
|
Wal-Mart Stores, Inc. Stock Incentive Plan of 2010.
|
|
|
|
10(i)
|
|
Form of Wal-Mart Stores, Inc. Stock Incentive Plan, Notice of Non Qualified Stock Option Grant is incorporated by reference to Exhibit 10(i) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011, filed on March 30, 2011.
|
|
|
|
10(j)
|
|
Form of Wal-Mart Stores, Inc. Stock Incentive Plan of 2005, Performance Share Award, Notification of Award and Terms and Conditions of Award is incorporated by reference to Exhibit 10(j) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2010, filed on March 30, 2010.
|
|
|
|
10(k)
|
|
Form of Wal-Mart Stores, Inc. Stock Incentive Plan of 2005, Performance-Based Restricted Stock Award, Notification of Award and Terms and Conditions of Award is incorporated by reference to Exhibit 10(k) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2010, filed on March 30, 2010.
|
|
|
|
10(l)
|
|
Amendment to Form of Post-Termination Agreement and Covenant Not to Compete Agreements is incorporated by reference to Exhibit 10(l) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011, filed on March 30, 2011.
|
|
|
|
10(m)
|
|
Wal-Mart Stores, Inc. Supplemental Executive Retirement Plan amended and restated effective February 1, 2011, is incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Company dated September 29, 2011.
|
|
|
|
10(n)
|
|
Wal-Mart Stores, Inc. Director Compensation Deferral Plan, amended and restated effective June 4, 2010, is incorporated by reference to Exhibit 10(n) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011, filed on March 30, 2011.
|
|
|
|
10(o)
|
|
Form of Post-Termination Agreement and Covenant Not to Compete with attached Schedule of Executive Officers who have executed a Post-Termination Agreement and Covenant Not to Compete is incorporated by reference to Exhibit 10(p) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011, filed on March 30, 2011.
|
10(o).1*
|
|
Amended Schedule of Executive Officers who have executed a Post-Termination Agreement and Covenant Not to Compete in the form filed as Exhibit 10(p) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011.
|
|
|
|
10(p)
|
|
Wal-Mart Deferred Compensation Matching Plan, effective February 1, 2012, is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company dated September 29, 2011.
|
|
|
|
10(q)
|
|
Retirement Agreement between Eduardo Castro-Wright and Wal-Mart Stores, Inc. dated September 23, 2011, is incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K of the Company dated and filed September 27, 2011.
|
|
|
|
10(r)
|
|
Agreement by and between the Company and Michael T. Duke dated November 22, 2013, is incorporated by reference by Exhibit 10.1 to the Current Report on Form 8-K that the Company filed on November 25, 2013.
|
|
|
|
10(s)*
|
|
Form of Wal-Mart Stores, Inc. Stock Incentive Plan of 2010 Performance Unit Award, Notification of Award and Terms and Condition of Award.
|
|
|
|
10(t)*
|
|
Form of Wal-Mart Stores, Inc. Stock Incentive Plan of 2010 Restricted Stock Award, Notification of Award and Terms and Conditions of Award.
|
|
|
|
10(u)*
|
|
Post-Termination Agreement and Covenant Not to Compete between Wal-Mart Canada Corp. and David Cheesewright dated as of January 31, 2014.
|
|
|
|
12*
|
|
Statement regarding computation of the Earnings to Fixed Charges Ratios.
|
|
|
|
13*
|
|
Portions of our Annual Report to Shareholders for the fiscal year ended January 31, 2014. All information incorporated by reference in Items 1, 2, 3, 5, 6, 7, 7A, 8 and 9A of this Annual Report on Form 10-K from the Annual Report to Shareholders for the fiscal year ended January 31, 2014, is filed with the SEC. The balance of the information in the Annual Report to Shareholders will be furnished to the SEC in accordance with Item 601(b) (13) of Regulation S-K.
|
|
|
|
21*
|
|
List of the Company's Significant Subsidiaries.
|
|
|
|
23*
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1*
|
|
Chief Executive Officer Section 302 Certification.
|
|
|
|
31.2*
|
|
Chief Financial Officer Section 302 Certification.
|
|
|
|
32.1**
|
|
Chief Executive Officer Section 906 Certification.
|
|
|
|
32.2**
|
|
Chief Financial Officer Section 906 Certification.
|
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
|
Filed herewith as an Exhibit.
|
**
|
|
Furnished herewith as an Exhibit.
|
Executive Officer Who is a Party to such a Post-Termination Agreement and Covenant Not to Compete
|
Date of Agreement, as amended
|
Value of Restricted Stock Award Granted in Connection with Agreement
|
Michael T. Duke
|
December 1, 2005
|
An amount equal to 100% of base salary
|
(a)
|
to establish rules, procedures, and forms governing the Plan;
|
(b)
|
to interpret and apply the provisions of the Plan and any Plan Award;
|
(c)
|
to recommend amendments of the Plan to the Board;
|
(d)
|
to determine those Associates who will be Recipients and what Plan Awards will be made to them;
|
(e)
|
to set the terms and conditions of any Plan Award and to determine and certify whether, and the extent to which, any such terms and conditions have been satisfied;
|
(f)
|
to determine the Fair Market Value of the Shares for any purpose;
|
(g)
|
to amend the terms of any Plan Award without the consent of the Recipient or any other person or to waive any conditions or obligations of a Recipient under or with respect to any Plan Award;
|
(h)
|
to make such adjustments or modifications to Plan Awards to Recipients who are working outside the United States as are advisable to fulfill the purposes of the Plan or to comply with applicable local law and to establish, amend and terminate sub-plans for Associates outside the United States with such provisions as are consistent with the Plan as may be suitable in other jurisdictions to the extent permitted under local law;
|
(i)
|
to correct any defect or supply any omission; and
|
(j)
|
take any other action it deems necessary or advisable.
|
(a)
|
If a Recipient has the right to the delivery of any Shares pursuant to any Plan Award, Walmart shall issue or cause to be issued a stock certificate or a book-entry crediting Shares to the Recipient's account promptly upon the exercise of the Plan Award or the right arising under the Plan Award.
|
(b)
|
A Recipient's right to Open Market Shares pursuant to settlement of a Plan Award of Restricted Stock Units or Performance Units shall not be satisfied by Walmart's delivery of Shares but rather Walmart or an Affiliate shall purchase the Shares on the open market on behalf of the Associate by forwarding cash to an independent broker who will in turn purchase the Shares on the open market on behalf, and in the name, of the Associate.
|
11.2
|
Compliance with Code Section 162(m).
|
(a)
|
To the extent awards to Covered Employees are intended to be Qualified Performance Based Awards, the material terms of the Performance Goals under which awards are paid (and any material changes in material terms) shall be disclosed to and approved by Walmart's stockholders in a separate vote. Material terms include the eligible Associates specified in Section 5.1, the Performance Measures pursuant to which the Performance Goals are set, and the maximum amount of compensation that could be paid to any Covered Employee or the formula used to calculate the amount of compensation to be paid to the Covered Employee if the Performance Goal is attained.
|
(b)
|
Performance Measures must be disclosed to and reapproved by the stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders previously approved the Performance Measures. If applicable laws change to permit Committee discretion to alter the governing Performance Measures without conditioning deductibility on obtaining stockholder approval (or reapproval) of any changes, the Committee shall have sole discretion to make changes without obtaining stockholder approval or reapproval.
|
(c)
|
Whenever the Committee determines that it is advisable to grant or pay awards that do not qualify as Qualified Performance Based Awards, the Committee may make grants or payments without satisfying the requirements of Code Section 162(m).
|
(d)
|
The Committee may, but shall not be required to, establish rules and procedures providing for the automatic deferral of Shares or other Plan payouts of Recipients who are Covered Employees as necessary to avoid a loss of deduction under Code Section 162(m)(1).
|
(e)
|
No Recipient may be granted a Plan Award denominated in Shares with respect to a number of Shares in any one Fiscal Year which when added to the Shares subject to any other Plan Award denominated in Shares granted to such Recipient in the same Fiscal Year would exceed 2,000,000 Shares; provided, however, that if the Performance Period applicable to a Plan Award exceeds twelve months, the 2,000,000 Share limit shall apply to each 12-month period in the Performance Period. If a Plan Award denominated in Shares is cancelled, the cancelled Plan Award continues to count against the maximum number of Shares for which a Plan Award denominated in Shares may be granted to a Recipient in any Fiscal Year. The Share limit shall be adjusted to the extent necessary to reflect adjustments to Shares required by Section 11.9.
|
(a)
|
give a Recipient any rights except as expressly set forth in the Plan or in the Plan Award and except as a stockholder of Walmart as set forth herein as to the Restricted Stock only;
|
(b)
|
as to Shares deliverable on the exercise of Options or Stock Appreciation Rights, or in settlement of Performance Units or Restricted Stock Units, until the delivery (as evidenced by the appropriate entry on the books of Walmart of a duly authorized transfer agent of Walmart) of such Shares, give the Recipient the right to vote, or receive dividends on, or exercise any other rights as a stockholder with respect to such Shares, notwithstanding the exercise (in the case of Options or Stock Appreciation Rights) of the related Plan Award;
|
(c)
|
be considered a contract of employment or give the Recipient any right to continued employment, or to hold any position, with Walmart or any Affiliate;
|
(d)
|
create any fiduciary or other obligation of Walmart or any Affiliate to take any action or provide to the Recipient any assistance or dedicate or permit the use of any assets of Walmart or any Affiliate that would permit the Recipient to be able to attain any performance criteria stated in the Recipient's Plan Award;
|
(e)
|
create any trust, fiduciary or other duty or obligation of Walmart or any Affiliate to engage in any particular business, continue to engage in any particular business, engage in any particular business practices or sell any particular product or products;
|
(f)
|
create any obligation of Walmart or any Affiliate that shall be greater than the obligations of Walmart or that Affiliate to any general unsecured creditor of Walmart or the Affiliate; or
|
(g)
|
give a Recipient any right to receive any additional Plan Award of any type.
|
Executive Officer Who is a Party to such a Post-Termination Agreement and Covenant Not to Compete
|
Date of Agreement
|
Value of Restricted Stock Award Granted in Connection with Agreement
|
Neil M. Ashe
|
January 16, 2012
|
Not Applicable
|
Daniel J. Bartlett
|
May 16, 2013
|
Not Applicable
|
Rosalind G. Brewer
|
March 23, 2010
|
Not Applicable
|
M. Susan Chambers
|
March 15, 2010
|
$1,000,000
|
Rollin L. Ford
|
January 19, 2010
|
$1,000,000
|
Jeffrey J. Gearhart
|
June 11, 2013
|
$1,500,000
|
Charles M. Holley, Jr.
|
March 24, 2010
|
$1,000,000
|
C. Douglas McMillon
|
January 19, 2010
|
$2,000,000
|
William S. Simon
|
March 30, 2010
|
$2,000,000
|
Steven P. Whaley
|
January 19, 2010
|
$300,000
|
Name of Grantee:
|
|
Grant Date:
|
|
Number of Shares:
|
xxxxxxx (Payout range: 0 to a maximum of xxxxxx shares)
|
Dollar Value Used to Calculate Number of Shares:
|
|
Walmart Identification Number:
|
XXX-XX-
|
Performance Period:
|
Fiscal Year Ended January 31, 2017
|
Vesting Date:
|
January 31, 2017
|
1.
|
Grant of Performance Unit Award.
Walmart has granted to you, effective on the Grant Date (shown above), the right to receive the number of Shares shown above (or such greater or smaller number of Shares as determined in accordance with Paragraph 6) as of the Vesting Date (as set forth above). Such Shares (as so determined) shall be paid as soon as administratively feasible after the later of the Vesting Date or the Committee's determination of whether, and the extent to which, the performance goals described in Paragraph 6 have been satisfied. The form of payment shall be Shares, and you will have no right to any cash payment equal to the Performance Unit Award or the underlying Shares.
|
2.
|
Plan Governs.
The Performance Unit Award and this Agreement are subject to the terms and conditions of the Plan. The Plan is incorporated in this Agreement by reference and all capitalized terms used in this Agreement have the meaning set forth in the Plan, unless this Agreement specifies a different meaning. By signing this Agreement, you accept the Performance Unit Award, acknowledge that a copy of the Plan and the prospectus covering the Plan have been made available to you and acknowledge that the award is subject to all the terms and provisions of the Plan and this Agreement. You further agree to accept as binding, conclusive and final all decisions and interpretations by the Committee of the Plan upon any questions arising under the Plan, including whether, and the extent to which, the performance goals described in Paragraph 6 have been satisfied.
|
3.
|
Subject to Shareholder Approval.
To the extent you are a "covered employee" within the meaning of Code Section 162(m), the award and this Agreement are subject to, and conditioned upon, shareholder approval of the material terms of the performance goals stated in Paragraph 6 below.
|
1.
|
the determination by the Committee of the degree of attainment of performance goals during the Performance Period; or
|
2.
|
an Accelerated Vesting pursuant to Paragraph 6D below.
|
C.
|
Forfeiture Conditions.
Subject to Paragraph 6D below, your Performance Unit Award that would otherwise vest in whole or in part on the Vesting Date will not vest and shall be immediately forfeited if, prior to the Vesting Date:
|
D.
|
Accelerated Vesting; Vesting Notwithstanding Termination.
Your Performance Unit Award will vest earlier than described in Paragraph 6A under the following circumstances:
|
Name of Grantee:
|
|
Grant Date:
|
|
Number of Shares:
|
|
Dollar Value of Award:
|
|
Walmart Identification Number:
|
|
1.
|
Grant of Restricted Stock
. Walmart has granted to you, effective on the Grant Date, the right to receive the number of Shares (communicated to you as part of your online or written acceptance of the award and this Agreement) subject to certain vesting conditions. Before the Shares are vested and delivered to you, they are referred to in this Agreement as "Restricted Stock."
|
||
2.
|
Plan Governs
. The Restricted Stock and this Agreement are subject to the terms and conditions of the Plan. The Plan is incorporated in this Agreement by reference and all capitalized terms used in this Agreement have the meaning set forth in the Plan, unless this Agreement specifies a different meaning. By signing this Agreement, you accept the Plan Award of Restricted Stock, acknowledge that the Plan and the prospectus covering the Plan have been made available to you and acknowledge that the Restricted Stock is subject to all the terms and provisions of the Plan and this Agreement. By signing this Agreement, you further agree to accept as binding, conclusive and final all decisions and interpretations by the Committee of the Plan upon any questions arising under the Plan.
|
||
3
|
Payment
. The Restricted Stock is granted without requirement of payment. However, if the Shares have not been previously issued, you must pay the par value ($0.10) per Share no later than 10 business days after the Grant Date. You will be advised if this is the case and you will be given payment instructions at that time.
|
||
4.
|
Stockholder Rights
. Your Restricted Stock will be held for you by Walmart until the applicable delivery date described in Paragraph 5. You shall have all the rights of a stockholder of Shares of Restricted Stock that vest. With respect to your unvested Restricted Stock,
|
||
|
A.
|
you shall have the right to vote such Shares on any matter as to which Shares have voting rights at any meeting of shareholders of Walmart;
|
|
|
B.
|
you shall have the right to receive, free of vesting restrictions (but subject to applicable withholding taxes) all cash dividends paid with respect to such Shares; and
|
|
|
C.
|
any non-cash dividends and other non-cash proceeds of such Shares, including stock dividends and any other securities issued or distributed in respect of such Shares shall be subject to the same vesting and forfeiture conditions as the Shares of Restricted Stock to which they relate, and the term "Restricted Stock" when used in this Agreement shall also include any related stock dividends and other securities issued or distributed in respect of such Shares.
|
|
5.
|
Vesting and Delivery of Restricted Stock
|
||
|
A.
|
Vesting
. Your Restricted Stock will vest as follows, provided you have not incurred a Forfeiture Condition described below:
|
Percentage of Shares Vesting
|
Vesting Date
|
|
|
|
|
|
B.
|
Forfeiture Conditions
. Subject to Paragraph 5C below, the Shares of your Restricted Stock that would otherwise vest on a Vesting Date will not vest and shall be immediately forfeited if your Continuous Status as an Associate terminates or after the Grant Date and on or prior to the Vesting Date,
|
|
|
|
1.
|
you (a) have become, or (b) are discussing or negotiating the possibility of becoming, or (c) are considering an offer to become, or have accepted an offer or entered into an agreement to become an employee, officer, director, partner, manager, consultant to, or agent of, or otherwise becoming affiliated with, any entity competing or seeking to compete with Walmart or an Affiliate; or
|
|
|
2.
|
you are subject to an administrative suspension, unless you are reinstated as an Associate in good standing on or before the Vesting Date; or
|
|
|
3.
|
You have not executed and delivered to Walmart a Non-Disclosure and Restricted Use Agreement, in a form to be provided to you by Walmart (each a "Forfeiture Condition").
|
|
C.
|
Accelerated Vesting; Vesting Notwithstanding Termination
. Your Restricted Stock will vest earlier than described in Paragraph 5A under the following circumstances
|
|
|
|
1.
|
if your Continuous Status as an Associate is terminated by reason of your Disability, your Restricted Stock that would have become vested on a Vesting Date occurring no more than 90 days after your Continuous Status as an Associate is so terminated will become immediately fully vested on the date your Continuous Status as an Associate is so terminated. "Disability" for this purpose has the meaning provided under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and regulations thereunder. It is your responsibility to notify Global Equity in the event you terminate due to Disability; and
|
|
|
2.
|
if your Continuous Status as an Associate is terminated by reason of your death on or after ten years of service or on or after the third anniversary of the Grant Date, then your unvested Restricted Stock shall immediately become fully vested; and
|
|
|
3.
|
the Committee may, in its discretion, at any time accelerate the vesting of your Restricted Stock on such terms and conditions as it deems appropriate.
|
|
D.
|
Delivery of Shares
. Subject to Paragraph 5E and/or Paragraph 5F, Shares that vest shall be delivered to you within 90 days (or as soon as administratively feasible thereafter) of:
|
|
|
|
1.
|
the applicable Vesting Date; or
|
|
|
2.
|
an Accelerated Vesting pursuant to Paragraph 5C above.
|
|
E.
|
Mandatory Deferral. If Walmart reasonably anticipates that the delivery of Shares upon the vesting of Restricted Stock in any year would, when considered with your other compensation, result in Walmart's inability to deduct the value of such Shares because of the limitation on deductible compensation under Code Section 162(m), then Walmart shall defer the delivery of such Shares until the first year in which Walmart reasonably anticipates that the related deduction will not be limited under Section 162(m) (the "First Non-162(m) Year") in accordance with the Deferral Procedures under the Plan and Code Section 409A. However, if you have made an irrevocable election to defer such Shares to a date later than the First Non-162(m) Year, then Walmart shall not deliver such Shares in the First Non-162(m) Year, but shall instead deliver your Shares in accordance with your irrevocable election and the Deferral Procedures.
|
|
|
F.
|
Elective Deferral of Restricted Stock
. You are eligible to defer delivery of the Shares underlying your Plan Award of Restricted Stock hereunder in accordance with Section 7.8 of the Plan and rules and procedures relating thereto. You will be advised as to when any such deferral election must be made.
|
|
6.
|
Forfeiture of Restricted Stock
. If you suffer a Forfeiture Condition (e.g., if your Continuous Status as an Associate is terminated prior to the Vesting Date and the vesting is not accelerated under Paragraph 5C), you will immediately forfeit your Restricted Stock (including any cash dividends and non-cash proceeds related to the Restricted Stock for which the record date occurs on or after the date of the forfeiture), and all of your rights to and interest in the Restricted Stock and the Shares underlying the Restricted Stock shall terminate upon forfeiture without payment of consideration (except that if you paid par value for the Restricted Stock the par value of the forfeited shares of Restricted Stock will be returned to you). Forfeited Restricted Stock shall be reconveyed to Walmart.
|
7.
|
Taxes and Tax Withholding
.
|
||
|
A.
|
You agree to consult with any tax advisors you think necessary in connection with your Restricted Stock and acknowledge that you are not relying, and will not rely, on Walmart or any Affiliate for any tax advice. Please see Paragraph 10F regarding Section 83(b) elections.
|
|
|
B.
|
You acknowledge that, regardless of any action taken by Walmart or, if different, the Affiliate that employs you, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you ("Tax-Related Items"), is and remains your responsibility and may exceed the amount actually withheld by Walmart or an Affiliate. You further acknowledge that Walmart and any Affiliate (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock, including, but not limited to, the grant, vesting or delivery of the Restricted Stock, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that Walmart and/or the Affiliate that employs you (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
|
|
C.
|
Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to Walmart or the Affiliate that employs you to satisfy all Tax-Related Items. In this regard, you authorize the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon delivery of the Restricted Stock. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by your acceptance of the Restricted Stock, you authorize and direct Walmart and any broker or other third party designated by Walmart to sell on your behalf a whole number of Shares underlying the Restricted Stock that Walmart determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. However, the Committee may also require you to satisfy the Tax-Related Items by any other method of withholding it authorizes, in its sole discretion.
|
|
|
D.
|
If the obligation for Tax-Related Items is satisfied by withholding in Shares, Walmart or the Affiliate that employs you may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates. Further, if the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. If as a result of withholding whole Shares, an excess amount of tax is withheld, such excess tax will be reported and paid to the U.S. Internal Revenue Service, provided you are a U.S. taxpayer. If the obligation for Tax-Related Items is satisfied through any other method(s) of withholding, Walmart or the Affiliate that employs you may consider the applicable withholding rates, including maximum applicable rates, in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent
|
|
|
E.
|
Finally, you agree to pay to Walmart or the Affiliate that employs you, including through withholding from your wages or other cash compensation paid to you by Walmart or the Affiliate that employs you, any amount of Tax-Related Items that Walmart and/or the Affiliate that employs you may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. Walmart may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.
|
|
8.
|
Restricted Stock Not Transferable
. Neither the Restricted Stock, nor your interest in the Restricted Stock, may be sold, conveyed, assigned, transferred, pledged or otherwise disposed of or encumbered at any time prior to vesting and delivery applicable to any Shares underlying your vested Restricted Stock. Any attempted action in violation of this Paragraph shall be null, void, and without effect.
|
||
9.
|
Appendix for Participants Outside of the United States and Country-Specific Schedule
. Notwithstanding any provision in this Agreement to the contrary, if you are granted Restricted Stock while employed, providing services, or residing outside of the United States, you shall be subject to any special terms and conditions and country-specific provisions as set forth in Appendix for Participants Outside of the United States (the "Appendix") and Country-Specific Schedule to this Agreement. Moreover, if you relocate to one of the countries included in the Country-Specific Schedule, the special terms and conditions for such country will apply to you, to the extent Walmart determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix and any Country-Specific Schedule constitute part of this Agreement, and may be accessed on the Total Rewards website or by contacting Global Equity
|
||
10.
|
Other Provisions
.
|
||
|
A.
|
The value of your Restricted Stock and the underlying Shares under this Agreement will not be taken into account in computing the amount of your salary or other compensation for purposes of determining any pension, retirement, death or other benefit under any employee benefit plan of Walmart or any Affiliate, except to the extent such plan or another agreement between you and Walmart specifically provides otherwise.
|
|
|
B.
|
Walmart may, without liability for its good faith actions, place legend restrictions upon Shares underlying your vested Restricted Stock and issue "stop transfer" instructions requiring compliance with applicable U.S. securities laws and the terms of the Agreement and the Plan.
|
|
|
C.
|
Determinations regarding this Agreement (including, but not limited to, whether an event has occurred resulting in the forfeiture of or vesting of Restricted Stock) shall be made by the Committee in accordance with this Agreement, and all determinations of the Committee shall be final and conclusive and binding on all persons.
|
|
D.
|
Neither this Agreement nor the Plan creates any contract of employment, and nothing in this Agreement or the Plan shall interfere with or limit in any way the right of Walmart or an Affiliate to terminate your employment or service at any time, nor confer upon you the right to continue in the employ of Walmart and/or any Affiliate. Nothing in this Agreement or the Plan creates any fiduciary or other duty to you owed by Walmart, any Affiliate, or any member of the Committee except as expressly stated in this Agreement or the Plan.
|
|
|
E.
|
Walmart reserves the right to amend the Plan at any time. The Committee reserves the right to amend this Agreement at any time.
|
|
|
F.
|
By accepting this Agreement,
|
|
|
|
1.
|
you agree to provide any information reasonably requested from time to time, and
|
|
|
2.
|
you agree not to make a Code Section 83(b) election with respect to this award of Restricted Stock.
|
|
G.
|
This Agreement shall be construed under the laws of the State of Delaware, without regard to its conflict of law provisions.
|
|
|
H.
|
The provisions of this Agreement are severable, and if any one or more provisions are determined to be unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
|
|
I.
|
Walmart may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Walmart or a third party designated by Walmart.
|
|
|
J.
|
You acknowledge that a waiver by Walmart of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other Associate.
|
|
|
K.
|
You understand that your country of residence may have insider trading and/or market abuse laws which may affect your ability to acquire or sell Shares under the Plan during such times you are considered to have "inside information" (as defined in the laws in your country). These laws may be the same or different from any Walmart insider trading policy. You acknowledge that it is your responsibility to be informed of and compliant with such regulations, and are advised to speak to your personal advisor on this matter.
|
|
|
L.
|
Walmart reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock and on any Shares acquired under the Plan, to the extent Walmart determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
|
|
M.
|
By signing this Agreement, you acknowledge that the Plan and this Agreement (including any Appendix or Country-Specific Schedule thereto) have been made available to you and that you have read and understood these documents. By signing this Agreement, you accept the terms and conditions of your Restricted Stock as set forth in this Agreement, subject to the terms and conditions of the Plan.
|
WHEREAS, the Associate: (a) is being promoted from his existing position of Executive Vice President, President and Chief Executive Officer, EMEA Region (the "Promotion"); and (b) will receive a restricted stock unit award of U.S.D. $1.5 million of shares of Walmart common stock and performance share unit awards of U.S.D. $4.5 million of shares of Walmart common stock (collectively, the "Equity Awards"); and
|
|
WHEREAS, as consideration for and as a condition of: (a) Associate receiving the Promotion; and (b) receiving the Equity Awards (collectively, the "Special Items"), Associate is required to execute and deliver this Agreement to Walmart; and
|
|
WHEREAS, the parties agree that this Agreement shall supersede and replace in its entirety the Service Agreement between the Associate and Asda House Limited, as amended by the Amendment to the Service Agreement between the Associate and Asda House Limited dated October 2010 (collectively, the "Prior Agreements").
|
NOW, THEREFORE,
in consideration of the premises and the acknowledgments, covenants, representations, warranties and agreements contained herein and for other good and valuable consideration, including but not limited to the Special Items being conveyed to Associate by Walmart and Walmart Canada, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
|
|
1.
ACKNOWLEDGMENTS.
As part of this Agreement, the parties specifically acknowledge that:
|
(A) Walmart is a major retail operation, with stores located throughout the United States, territories of the United States, Canada, the United Kingdom, and other countries;
|
(B) Associate has served as Executive Vice President, President and Chief Executive Officer, EMEA Region, which appointment was made by the Walmart Board of Directors and which position is a key officer position and Associate will become Executive Vice President, President and Chief Executive Officer, Walmart International, effective February 1, 2014, which is a promotion and a key officer position appointed by the Walmart Board of Directors;
|
(C) As an essential part of its business, Walmart and Walmart Canada have cultivated, established and maintained long-term customer and vendor relationships and goodwill and competitive advantages, which are difficult to develop and maintain, have required and continue to require a significant investment of time, effort, and expense, and that can suffer significantly and irreparably upon the departure of key officers, regardless of whether the officer has been personally involved in developing or maintaining the relationships, goodwill or competitive advantages;
|
(D) In the development of their business, Walmart and Walmart Canada have expended a significant amount of time, money, and effort in developing, maintaining, and protecting private, sensitive, confidential, proprietary, and trade secret information including but not limited to, information regarding Walmart's and Walmart Canada's products or services, strategies, research and development efforts, logistics, transportation, selling and delivery plans, geographic markets, developing or potential geographic markets, developing or potential product markets, mergers, acquisitions, divestitures, data, business methods, computer programs and related source and object code, supplier and customer relationships, contacts and information, methods or sources of product manufacture, know-how, product or service cost or pricing, personnel allocation or organizational structure, business, marketing, development and expansion or contraction plans, information concerning the legal or financial affairs of Walmart and/or Walmart Canada, any other non-public information, and any other information protected by the Nondisclosure and Restricted Use Agreement executed by Associate (collectively, "Confidential Information"), the disclosure or misuse of which could cause irreparable harm to Walmart's and/or Walmart Canada's business, anticipated business, and its competitive position in the retail marketplace;
|
(E) Associate has had access to such Confidential Information in Associate's current key officer position that would be of considerable value to Walmart's and/or Walmart Canada's global and domestic competitors and potential competitors and as Executive Vice President, President and Chief Executive Officer, Walmart International, Associate will continue to have access to Confidential Information that would be of considerable value to Walmart's global and domestic competitors and potential competitors; and
|
(F) Associate acknowledges that Walmart and Walmart Canada are entitled to take appropriate steps to ensure: (i) that its associates do not misappropriate or make any other improper use of Confidential Information; (ii) that no individual associate, competitor or potential competitor gains an unfair, competitive advantage over Walmart and/or Walmart Canada; and (iii) that its competitors and potential competitors do not improperly gain access to or make any use of Confidential Information in their efforts to compete against, or cause harm to, Walmart and/or Walmart Canada.
|
|
2. TRANSITION PAYMENTS. For purposes of this Agreement, the term "Transition Period" means a period of one (1) year from the effective date of Associate's termination of employment with Walmart (or any subsidiary or affiliate of Walmart). If Walmart terminates Associate's employment, Walmart will pay Associate during the Transition Period an amount equal to Associate's base salary at the rate in effect on the date of termination and the Annual Incentive Payment, as defined in Section 2(E)(iii) below, (collectively, the "Transition Payments"), subject to such withholding as may be required by law and subject to the conditions set forth in this Section 2. Transition Payments will also include continuation of the Associate's health and dental coverage (except for out-of-country health and dental coverage) for the duration of the Transition Period. All other employment benefit coverage will cease at the end of the Ontario Employment Standards Act minimum termination notice period applicable to the Associate's employment, not to exceed eight (8) weeks from the termination date. Transition Payments will commence and be paid at the times and in the amounts provided in Section 2(E)
|
(A) Transition Payments will not be paid if Associate is terminated as the result of Associate's violation of any Walmart or Walmart Canada policy.
|
(B) No Transition Payments will be paid if Associate voluntarily resigns or retires from employment with Walmart or Walmart Canada.
|
(C) Given the availability of other programs designed to provide financial protection in such circumstances, Transition Payments will not be paid under this Agreement if Associate dies or becomes disabled while employed. If Associate dies during the Transition Period, Transition Payments will cease, and Associate's heirs will not be entitled to the continuation of such payments. Transition Payments will not be affected by Associate's disability during the Transition Period.
|
(D) Associate's violation of the obligations under Sections 4, 5 or 6, below, or any other act that is materially harmful to Walmart's and/or Walmart Canada's business interests during the Transition Period, will result in the immediate termination of the Transition Payments, the recovery of the Transition Payments already made, and any other remedies that may be available to Walmart and/or Walmart Canada.
|
(E) Transition Payments will be paid as follows:
|
(i) The first Transition Payment shall be an amount equal to six months of the Associate's base salary, less applicable withholding, and shall be paid within thirty (30) days following termination;
|
(ii) Subsequent Transition Payments shall commence on the first regularly scheduled pay period following six (6) months after Associate's "Separation from Service" (as defined in section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance issued thereunder ("Section 409A")) and shall be made during each regularly scheduled pay period thereafter during the Transition Period. Each Transition Payment shall be the amount which would have continued as part of Associate's regular base salary, less applicable withholding, and shall be made in the regularly scheduled payroll cycle, subject to the terms and conditions of this Agreement; and
|
(F) Receipt of Transition Payments will not entitle Associate to participate during the Transition Period in any other incentive, restricted stock, performance share, stock option, stock incentive, profit sharing, management incentive or other associate benefit plans or programs maintained by Walmart or Walmart Canada; except, that, Associate will be entitled to participate in such plans or programs to the extent that the terms of the plan or program provide for participation by former associates. Such participation, if any, shall be governed by the terms of the applicable plan or program.
|
(G) The Associate acknowledges and agrees that the receipt by the Associate of Transition Payments shall fully satisfy any and all claims of the Associate with respect to his or her employment with Walmart and/or Walmart Canada or the termination thereof, including but not limited to notice of termination, termination pay, severance pay, pay in lieu of notice, wages, salary, commissions, vacation pay, holiday pay, overtime pay, incentive plan, long-term incentive plan, deferred profit sharing plan, executive retirement plan, stock purchase plan, employment benefit coverage, allowances, any other payment or benefit extended to the Associate, fees, disbursements, interest, and any and all claims under applicable employment standards and human rights legislation and under contract and common law and the Associate hereby releases and forever discharges Walmart and/or Walmart Canada with respect to any and all claims relative to same effective upon the Associate's initial receipt of any Transition Payment.
|
|
3. BENEFITS. Associate will be eligible for all other payments and benefits accrued and owing at the time of termination. Participation in all other benefit programs available to current associates will end on the effective date of Associate's termination, subject to Associate's rights, if any, to continue to receive health and dental coverage, as described in Section 2 above.
|
|
4. COVENANT NOT TO COMPETE. Due to the strategic, sensitive and far-reaching nature of the Associate's current and former positions at Walmart, Walmart Canada, and Asda House Limited, and the Confidential Information to which the Associate is and has been exposed, Associate agrees, promises, and covenants that:
|
(A) For a period of one (1) year from the date on which Associate's employment with Walmart and Walmart Canada terminates, and regardless of the cause or reason for such termination, Associate will not directly or indirectly:
|
(i) own, manage, operate, finance, join, control, advise, consult, render services to, have a current or future interest in, or participate in the ownership, management, operation, financing, or control of, or be employed by or connected in any manner with, any Competing Canadian Business as defined below in Section 4(B)(i), any Competing US Business as defined below in Section 4(B)(ii), and/or any Global Retail Business as defined below in Section 4(B)(iii); and/or
|
(ii) participate in any other activity that risks the use or disclosure of Confidential Information either overtly by the Associate or inevitably through the performance of such activity by the Associate; and/or
|
(iii) solicit for employment, hire or offer employment to, or otherwise aid or assist any person or entity other than Walmart and/or Walmart Canada in soliciting for employment, hiring, or offering employment to, any Officer, Officer Equivalent or Management Associate of Walmart, or any of its subsidiaries or affiliates, including Walmart Canada
|
(B)(i) For purposes of this Agreement, the term "Competing Canadian Business" shall include any general or specialty retail, grocery, wholesale membership club, or merchandising business, inclusive of its respective parent companies, subsidiaries and/or affiliates that: (a) is located in Canada and sells goods or merchandise at retail to consumers and/or businesses (whether through physical locations, via the internet or combined) of the types sold from time to time by Walmart Canada or has plans to sell goods or merchandise at retail to consumers and/or businesses (whether through physical locations, via the internet or combined) of the types sold from time to time by Walmart Canada within twelve (12) months following Associate's last day of employment with Walmart and/or Walmart Canada; and (b) has gross annual consolidated sales volume or revenues attributable to its retail operations (whether through physical locations, via the internet or combined) equal to or in excess of the equivalent of U.S.D. $5 billion. The parties agree that as of the date of this Agreement, a Competing Canadian Business includes but is not limited to, such entities as Hudson Bay Company, Sears, Canadian Tire, Shoppers Drug Mart, Jean Coutu, A&P, Metro-Richelieu, Loblaws, National Grocers, Sobeys, Future Shop, Target, Costco, Giant Tiger, Home Depot, RONA, Lowes, and Carrefour.
|
(ii) For purposes of this Agreement, the term "Competing US Business" shall include any general or specialty retail, grocery, wholesale membership club, or merchandising business, inclusive of its respective parent companies, subsidiaries and/or affiliates that: (a) sells goods or merchandise at retail to consumers and/or businesses (whether through physical locations, via the internet or combined) or has plans to sell goods or merchandise at retail to consumers and/or businesses (whether through physical locations, via the internet or combined) in the United States within twelve (12) months following Associate's last day of employment with Walmart and/or Walmart Canada; and (b) has gross annual consolidated sales volume or revenues attributable to its retail operations (whether through physical locations, via the internet or combined) equal to or in excess of U.S.D. $5 billion.
|
(iii) For purposes of this Agreement, the term "Global Retail Business" shall include any general or specialty retail, grocery, wholesale membership club, or merchandising business, inclusive of its respective parent companies, subsidiaries and/or affiliates, that: (a) in any country or countries outside of the United States and Canada in which Walmart conducts business or intends to conduct business in the twelve (12) months following Associate's last day of employment with Walmart, sells goods or merchandise at retail to consumers and/or businesses (whether through physical locations, via the internet or combined); and (b) has gross annual consolidated sales volume or revenues attributable to its retail operations (whether through physical locations, via the internet or combined) equal to or in excess of U.S.D. $5 billion in any country pursuant to (B)(iii)(a) or in the aggregate equal to or in excess of U.S.D. $5 billion in any countries taken together pursuant to (B)(iii)(a) when no business in any one country has annual consolidated sales volume or revenues attributable to its retail operations equal to or in excess of U.S.D. $5 billion.
|
(iv) For purposes of this Agreement, the term "Management Associate" shall mean any domestic or international associate holding the title of "manager" or above.
|
(v) For purposes of this Agreement, the term "Officer" shall mean any domestic Walmart or Walmart Canada associate who holds a title of Vice President or above.
|
(vi) For purposes of this Agreement, the term "Officer Equivalent" shall mean any non-U.S. Walmart associate who Walmart views as holding a position equivalent to an officer position, such as managers and directors in international markets, irrespective of whether such managers and directors are on assignment in the U.S.
|
(C) Ownership of an investment of less than the greater of U.S.D. $25,000 or 1% of any class of equity or debt security of a Competing Canadian Business, a Competing U.S. Business, and/or a Global Retail Business will not be deemed ownership or participation in ownership of a Competing Canadian Business, a Competing U.S. Business, and/or a Global Retail Business for purposes of this Agreement.
|
(D) The covenant not to compete contained in this Section 4 shall bind Associate, and shall remain in full force and effect, regardless of whether Associate qualifies, or continues to remain eligible, for the Transition Payments described in Section 2 above. Termination of the Transition Payments pursuant to Section 2 will not release Associate from Associate's obligations under this Section 4.
|
|
5. FUTURE ASSISTANCE. Associate agrees to provide reasonable assistance and cooperation to Walmart in connection with any agency investigation, litigation or similar proceedings that may exist or may arise regarding events as to which Associate has knowledge by virtue of Associate's employment with Walmart and/or Walmart Canada. Walmart will compensate Associate for reasonable travel, materials, and other expenses incidental to any such support Associate may provide to Walmart and/or Walmart Canada, at Walmart's and/or Walmart Canada's request.
|
|
6. PRESERVATION OF CONFIDENTIAL INFORMATION. Associate will not at any time, directly or indirectly, use or disclose any Confidential Information obtained during the course of Associate's employment with Walmart, Walmart Canada, and/or Asda House Limited and following the Associate's termination of employment with Walmart and/or Walmart Canada, except as may be authorized by Walmart.
|
|
7. REMEDIES FOR BREACH. The parties shall each be entitled to pursue all legal and equitable rights and remedies to secure performance of their respective obligations and duties under this Agreement, and enforcement of one or more of these rights and remedies will not preclude the parties from pursuing any other rights and remedies. Associate acknowledges that a breach of the provisions of Sections 4 through 6, above, could result in substantial and irreparable damage to Walmart's and/or Walmart Canada's business, and that the restrictions contained in Sections 4 through 6 are a reasonable attempt by Walmart and Walmart Canada to protect its rights and to safeguard its Confidential Information. Associate expressly agrees that upon a breach or a threatened breach of the provisions of Sections 4 through 6, Walmart shall be entitled to injunctive relief to restrain such violation, and Associate hereby expressly consents to the entry of such temporary, preliminary, and/or permanent injunctive relief, as may be necessary to enjoin the violation or threatened violation of Sections 4 through 6. With respect to any breach of this Agreement by Associate, Associate agrees to indemnify and hold Walmart and/or Walmart Canada harmless from and against any and all loss, cost, damage, or expense, including, but not limited to, attorneys' fees, incurred by Walmart and/or Walmart Canada, and to return immediately to Walmart and/or Walmart Canada all of the monies previously paid to Associate by Walmart and/or Walmart Canada under this Agreement; provided, however, that such repayment shall not constitute a waiver by Walmart or Walmart Canada of any other remedies available under this Section or by law, including injunctive relief.
|
|
8. SEVERABILITY.
In the event that a court of competent jurisdiction shall determine that any portion of this Agreement is invalid or otherwise unenforceable, the parties agree that the remaining portions of the Agreement shall remain in full force and effect. The parties also expressly agree that if any portion of the covenant not to compete set forth in Section 4 shall be deemed unenforceable, then the Agreement shall automatically be deemed to have been amended to incorporate such terms as will render the covenant enforceable to the maximum extent permitted by law.
|
9. NATURE OF THE RELATIONSHIP.
Nothing contained in this Agreement shall be deemed or construed to constitute a contract of employment for a definite term. The parties acknowledge that Associate is not employed by Walmart or Walmart Canada for a definite term, and that either party may sever the employment relationship at any time and for any reason not otherwise prohibited by law.
|
|
10. ENTIRE AGREEMENT. This document, along with the most recent Non-Disclosure and Restricted Use Agreement executed by and between the parties (the "Ancillary Agreement"), contain the entire understanding and agreement between Associate and Walmart regarding the subject matter of this Agreement and the Ancillary Agreement. This Agreement, together with the Ancillary Agreement, supersede and replace any and all prior understandings or agreements between the parties regarding this subject, including the Prior Agreements and no representations or statements by either party shall be deemed binding unless contained herein or therein.
|
|
11. MODIFICATION.
This Agreement may not be amended, modified, or altered except in a writing signed by both parties or their designated representatives.
|
|
12. SUCCESSORS AND ASSIGNS. This Agreement will inure to the benefit of, and will be binding upon, Walmart, its successors and permitted assigns, Walmart Canada, its successors and permitted assigns, and on Associate and Associate's heirs, successors, and permitted assigns. No rights or obligations under this Agreement may be assigned to any other person without the express written consent of all parties hereto.
|
|
13. COUNTERPARTS.
This Agreement may be executed in counterparts, in which case each of the two counterparts will be deemed to be an original.
|
|
14. GOVERNING LAW AND VENUE. This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada. The parties do hereby irrevocably: (a) submit themselves to the personal jurisdiction of such courts; (b) agree to service of such courts' process upon them with respect to any such proceeding; (c) waive any objection to venue laid therein; and (d) consent to service of process by registered mail, return receipt requested. Associate further agrees that in any claim or action involving the execution, interpretation, validity, or enforcement of this Agreement, Associate will seek satisfaction exclusively from the assets of Walmart and/or Walmart Canada and will hold harmless all of Walmart's and/or Walmart Canada's individual directors, officers, employees, and representatives. The parties also agree that they will first attempt to resolve any disputes arising under this Agreement through good faith negotiations.
|
|
15. STATEMENT OF UNDERSTANDING. By signing below, Associate acknowledges: (i) that Associate has received a copy of this Agreement, (ii) that Associate has read the Agreement carefully before signing it, (iii) that Associate has had ample opportunity to ask questions concerning the Agreement and has had the opportunity to discuss the Agreement with legal counsel of Associate's own choosing, and (iv) that Associate understands the rights and obligations under this Agreement and enters into this Agreement voluntarily.
|
|
16
.
Section 409A.
To the extent applicable, the payments made under this Agreement are intended to comply with Section 409A. Although Walmart intends to administer this Agreement so that it will comply with the requirements of Section 409A, Walmart does not represent or warrant that this Agreement will comply with Section 409A or any other provision of federal, state, local, or non-United States law. Neither Walmart nor any of its directors, officers, employees or advisers shall not be liable to the Associate (or any other individual claiming a benefit through the Associate) for any tax, interest, or penalties the Associate may owe as a result of compensation paid under this Agreement, and shall have no obligation to indemnify or otherwise protect the Associate from the obligation to pay any taxes pursuant to Section 409A.
|
WAL-MART STORES, INC.
|
|
DAVID CHEESEWRIGHT
|
|
|
|
By:_
/s/ Jacqueline Telfair
|
|
/s/ David Cheesewright
|
Name: Jacquelin L. Telfair
|
|
|
Title: Vice President, Executive and Corporate Compensation
|
|
|
|
|
|
WAL-MART CANADA CORP.
|
|
|
|
|
|
By:
/s/ Shelley Broader
|
|
|
Name: Shelley Broader
|
|
|
Title: President and Chief Executive Officer
|
|
|
Wal-Mart Canada Corp.
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||||||||||
(Amounts in millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Income from continuing operations before income taxes
|
$
|
24,656
|
|
|
$
|
25,662
|
|
|
$
|
24,332
|
|
|
$
|
23,506
|
|
|
$
|
22,086
|
|
Capitalized interest
|
(78
|
)
|
|
(74
|
)
|
|
(60
|
)
|
|
(63
|
)
|
|
(85
|
)
|
|||||
Consolidated net income attributable to the noncontrolling interest
|
(673
|
)
|
|
(757
|
)
|
|
(688
|
)
|
|
(604
|
)
|
|
(513
|
)
|
|||||
Adjusted income before income taxes
|
23,905
|
|
|
24,831
|
|
|
23,584
|
|
|
22,839
|
|
|
21,488
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
(1)
|
2,413
|
|
|
2,325
|
|
|
2,382
|
|
|
2,268
|
|
|
2,160
|
|
|||||
Interest component of rent
|
933
|
|
|
859
|
|
|
790
|
|
|
651
|
|
|
597
|
|
|||||
Total fixed charges
|
3,346
|
|
|
3,184
|
|
|
3,172
|
|
|
2,919
|
|
|
2,757
|
|
|||||
Income before income taxes and fixed charges
|
$
|
27,251
|
|
|
$
|
28,015
|
|
|
$
|
26,756
|
|
|
$
|
25,758
|
|
|
$
|
24,245
|
|
Ratio of earnings to fixed charges
|
8.1
|
|
|
8.8
|
|
|
8.4
|
|
|
8.8
|
|
|
8.8
|
|
Five-Year Financial Summary
|
Exhibit 13
|
Wal-Mart Stores, Inc.
|
|
|
|
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.
|
|
Page
|
||
•
|
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.
|
|
|
Fiscal Years Ended January 31,
|
|||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||
(Amounts in millions)
|
|
Net Sales
|
|
Percent
of Total
|
|
Percent
Change
|
|
Net Sales
|
|
Percent
of Total
|
|
Percent
Change
|
|
Net Sales
|
|
Percent
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
|
%
|
|
|
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
|
%
|
|
Fiscal Years Ended January 31,
|
|||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||
(Amounts in millions)
|
Operating Income
|
|
Percent
of Total
|
|
Percent
Change
|
|
Operating Income
|
|
Percent
of Total
|
|
Percent
Change
|
|
Operating Income
|
|
Percent
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
|
%
|
|
|
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.
|
|
|
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.
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, 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
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, 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
|
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, 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
|
|
•
|
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.
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, 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
|
%
|
|
|
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.
|
|
|
Fiscal 2015 Projected Capital Expenditures (in billions)
|
|
Fiscal 2015 Projected Growth in
Retail Square Feet
(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
|
|
(Amounts in millions)
|
|
Allocation of Capital Expenditures
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
|
|
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
|
|
|
Fiscal Years Ended January 31,
|
||||||||||
(Amounts in millions, expect 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
|
|
Rating agency
|
|
Commercial paper
|
|
Long-term debt
|
Standard & Poor's
|
|
A-1+
|
|
AA
|
Moody's Investors Service
|
|
P-1
|
|
Aa2
|
Fitch Ratings
|
|
F1+
|
|
AA
|
|
|
|
|
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.
|
|
|
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.
|
|
|
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
|
|
|
|
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
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Total
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
Capital in
|
|
|
|
Other
|
|
Walmart
|
|
Nonredeemable
|
|
|
|
|
Redeemable
|
|||||||||||||||||
(Amounts in millions)
|
Common Stock
|
|
Excess of
|
|
Retained
|
|
Comprehensive
|
|
Shareholders'
|
|
Noncontrolling
|
|
Total
|
|
|
Noncontrolling
|
|||||||||||||||||||
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
|
|
|
|
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
|
|
•
|
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.
|
|
|
|
|
Fiscal Years Ended January 31,
|
||||||
(Amounts in millions)
|
|
Estimated 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
|
|
(Amounts in millions)
|
|
Walmart U.S.
|
|
Walmart
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.
|
|
|
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
|
|
|
|
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
|
|
|
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
|
|
•
|
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 dividends 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 number 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 conditions 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.
|
•
|
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.
|
|
|
Restricted Stock and Performance Share Awards
(2)
|
|
Restricted Stock Rights
|
|
Stock Options
(1)
|
|||||||||||||||
(Shares in thousands)
|
|
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
Per Share
|
|
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
Per Share
|
|
Shares
|
|
Weighted-
Average
Exercise Price
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.
|
|
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
|
|
|
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
|
|
|
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.
|
|
|
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
|
|
|
|
Currency Translation
and Other
|
|
Derivative
Instruments
|
|
Minimum Pension
Liability
|
|
Total
|
||||||||
(Amounts in millions and net of income taxes)
|
|
|
|
|
|
|
|
|
||||||||
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
|
)
|
|
|
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.
|
|
|
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
|
%
|
|
|
Fiscal Years Ended January 31,
|
||||||||||||||||||||||
|
|
2014
|
|
2013
|
||||||||||||||||||||
(Amounts in millions)
|
|
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.
|
|
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||||||
(Amounts in millions)
|
|
Maturity Dates
By Fiscal Year |
|
Amount
|
|
Average Rate
(1)
|
|
Amount
|
|
Average 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.
|
Issue Date
|
|
Maturity Date
|
|
Interest Rate
|
|
Principal 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
|
|
•
|
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.
|
|
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
|
|
|
|
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
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||||||||||||||||||
(Amounts in millions)
|
Fair Value
Instruments
|
|
Net Investment
Instruments
|
|
Cash Flow
Instruments
|
|
Fair Value
Instruments
|
|
Net Investment
Instruments
|
|
Cash Flow
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
|
|
|
$
|
—
|
|
|
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
|
|
|
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
|
|
|
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
|
%
|
|
|
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
|
|
|
|
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
|
|
|
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
|
|
(Amounts in millions)
|
|
|
|
|
||||
Fiscal Year
|
|
Operating Leases
|
|
Capital 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
|
|
|
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
|
|
(Amounts in millions)
|
|
Walmart U.S.
|
|
Walmart International
|
|
Sam's Club
|
|
Corporate and 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
|
|
|
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
|
|
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
|
|
|
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.
|
|
/s/ C. Douglas McMillon
|
C. Douglas McMillon
President and Chief Executive Officer
|
|
/s/ Charles M. Holley, Jr.
|
Charles M. Holley, Jr.
Executive Vice President and Chief Financial Officer
|
|
|
Walmart U.S.
|
|
Sam's Club
|
|
|
|||||||||
State or Territory
|
|
Supercenters
|
|
Discount Stores
|
|
Neighborhood Markets
and other small formats |
|
Clubs
|
|
Grand 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
|
|
United States total
|
|
3,288
|
|
|
508
|
|
|
407
|
|
|
632
|
|
|
4,835
|
|
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.
|
|
|
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
|
|
|
2015
|
||||||
|
High
|
|
Low
|
||||
1st Quarter
(1)
|
$
|
77.02
|
|
|
$
|
72.27
|
|
April 1, 2014
|
$
|
0.48
|
|
June 2, 2014
|
$
|
0.48
|
|
September 3, 2014
|
$
|
0.48
|
|
January 5, 2015
|
$
|
0.48
|
|
April 1, 2013
|
$
|
0.47
|
|
June 3, 2013
|
$
|
0.47
|
|
September 3, 2013
|
$
|
0.47
|
|
January 2, 2014
|
$
|
0.47
|
|
April 4, 2012
|
$
|
0.40
|
|
June 4, 2012
|
$
|
0.40
|
|
September 4, 2012
|
$
|
0.40
|
|
December 27, 2012
|
$
|
0.40
|
|
Subsidiary
|
|
Organized or Incorporated
|
|
Percent of Equity Securities Owned
|
|
Name Under Which Doing Business Other Than Subsidiary's
|
Wal-Mart Stores East, LP
|
|
Delaware, U.S.
|
|
100%
|
|
Walmart
|
Wal-Mart Stores Texas, LLC
|
|
Delaware, U.S.
|
|
100%
|
|
Walmart
|
Wal-Mart Property Company
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
Wal-Mart Real Estate Business Trust
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
Sam's West, Inc.
|
|
Delaware, U.S.
|
|
100%
|
|
Sam's Club
|
Sam's East, Inc.
|
|
Delaware, U.S.
|
|
100%
|
|
Sam's Club
|
Sam's Property Company
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
Sam's Real Estate Business Trust
|
|
Delaware, U.S.
|
|
100%
|
|
NA
|
ASDA Group Limited
|
|
England
|
|
100%
|
|
ASDA
|
Wal-Mart de Mexico, S.A.B. de C.V.
|
|
Mexico
|
|
70%
|
|
Walmex
|
Wal-Mart Canada Corp.
|
|
Canada
|
|
100%
|
|
Walmart
|
Wal-Mart Japan Holdings G.K.
|
|
Japan
|
|
100%
|
|
Seiyu
|
Walmart Chile S.A.
|
|
Chile
|
|
75%
|
|
Walmart Chile
|
Massmart Holdings Ltd
|
|
South Africa
|
|
52%
|
|
Massmart
|
(1)
|
Stock Option Plan of 1984 of Wal-Mart Stores, Inc., as amended
|
Form S-8 File Nos. 2-94358 and 1-6991
|
(2)
|
Stock Option Plan of 1994 of Wal-Mart Stores, Inc., as amended
|
Form S-8 File No. 33-55325
|
(3)
|
Dividend Reinvestment and Stock Purchase Plan of Wal-Mart Stores, Inc.
|
Form S-3 File No. 333-02089
|
(4)
|
Director Compensation Plan of Wal-Mart Stores, Inc.
|
Form S-8 File No. 333-24259
|
(5)
|
401 (k) Retirement Savings Plan of Wal-Mart Stores, Inc.
|
Form S-8 File No. 333-29847
|
(6)
|
401 (k) Retirement Savings Plan of Wal-Mart Puerto Rico, Inc.
|
Form S-8 File No. 333-44659
|
(7)
|
Wal-Mart Stores, Inc. Associate Stock Purchase Plan of 1996
|
Form S-8 File No. 333-62965
|
(8)
|
Wal-Mart Stores, Inc. Stock Incentive Plan of 2010, which amended and restated the 2005 and 1998 plans
|
Form S-8 File No. 333-60329
|
(9)
|
The ASDA Colleague Share Ownership Plan
|
Form S-8 File No. 333-84027
|
|
The ASDA Group Long Term Incentive Plan
|
|
|
The ASDA Group PLC Sharesave Scheme
|
|
|
The ASDA 1984 Executive Share Option Scheme
|
|
|
The ASDA 1994 Executive Share Option Scheme
|
|
(10)
|
The ASDA Colleague Share Ownership Plan 1999
|
Form S-8 File No. 333-88501
|
(11)
|
Wal-Mart Profit Sharing and 401(k) Plan
|
Form S-8 File No. 333-109421
|
(12)
|
Associate Stock Purchase Plan of 1996
|
Form S-8 File No. 333-109417
|
(13)
|
Wal-Mart Puerto Rico Profit Sharing and 401(k) Plan
|
Form S-8 File No. 333-109414
|
(14)
|
ASDA Colleague Share Ownership Plan 1999; ASDA Sharesave Plan 2000
|
Form S-8 File No. 333-107439
|
(15)
|
Wal-Mart Stores, Inc. Stock Incentive Plan of 2010, which amended and restated the 2005 and 2008 plans
|
Form S-8 File No. 333-128204
|
(16)
|
The ASDA Sharesave Plan 2000
|
Form S-8 File No. 333-168348
|
(17)
|
Walmart Deferred Compensation Matching Plan
|
Form S-8 File No. 333-178717
|
(18)
|
Wal-Mart Stores, Inc. Common Stock
|
Form S-3 ASR File No. 333-178385
|
(19)
|
Debt Securities of Wal-Mart Stores, Inc.
|
Form S-3 ASR File No. 333-178706
|
(20)
|
Walmart 401(k) Plan
|
Form S-8 File No. 333-187577
|
1.
|
I have reviewed this
Annual
Report on
Form 10-K
of Wal-Mart Stores, Inc. (the "registrant");
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluations; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of registrant’s Board of Directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 21, 2014
|
/s/ C. Douglas McMillon
|
|
C. Douglas McMillon
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this
Annual
Report on
Form 10-K
of Wal-Mart Stores, Inc. (the "registrant");
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluations; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of registrant’s Board of Directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 21, 2014
|
/s/ Charles M. Holley, Jr.
|
|
Charles M. Holley, Jr.
|
|
Executive Vice President and Chief Financial Officer
|
/s/ C. Douglas McMillon
|
C. Douglas McMillon
|
President and Chief Executive Officer
|
/s/ Charles M. Holley, Jr.
|
Charles M. Holley, Jr.
|
Executive Vice President and Chief Financial Officer
|