ý
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Delaware
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71-0415188
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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702 S.W. 8th Street
Bentonville, Arkansas
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72716
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(Address of principal executive offices)
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(Zip Code)
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Large Accelerated Filer
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ý
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Accelerated Filer
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o
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Non-Accelerated Filer
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o
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Smaller Reporting Company
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o
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Emerging Growth Company
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o
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Page
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Item 1.
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Financial Statements
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Three Months Ended October 31,
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Nine Months Ended October 31,
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||||||||||||
(Amounts in millions, except per share data)
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2017
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|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
122,136
|
|
|
$
|
117,176
|
|
|
$
|
360,611
|
|
|
$
|
351,567
|
|
Membership and other income
|
|
1,043
|
|
|
1,003
|
|
|
3,465
|
|
|
3,370
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|
||||
Total revenues
|
|
123,179
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|
|
118,179
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|
|
364,076
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|
|
354,937
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||||
Costs and expenses:
|
|
|
|
|
|
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||||||||
Cost of sales
|
|
91,547
|
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|
87,484
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|
270,756
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|
|
263,513
|
|
||||
Operating, selling, general and administrative expenses
|
|
26,868
|
|
|
25,576
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|
77,350
|
|
|
74,865
|
|
||||
Operating income
|
|
4,764
|
|
|
5,119
|
|
|
15,970
|
|
|
16,559
|
|
||||
Interest:
|
|
|
|
|
|
|
|
|
||||||||
Debt
|
|
502
|
|
|
528
|
|
|
1,530
|
|
|
1,536
|
|
||||
Capital lease and financing obligations
|
|
81
|
|
|
81
|
|
|
264
|
|
|
246
|
|
||||
Interest income
|
|
(42
|
)
|
|
(24
|
)
|
|
(115
|
)
|
|
(70
|
)
|
||||
Interest, net
|
|
541
|
|
|
585
|
|
|
1,679
|
|
|
1,712
|
|
||||
Loss on extinguishment of debt
|
|
1,344
|
|
|
—
|
|
|
2,132
|
|
|
—
|
|
||||
Income before income taxes
|
|
2,879
|
|
|
4,534
|
|
|
12,159
|
|
|
14,847
|
|
||||
Provision for income taxes
|
|
975
|
|
|
1,332
|
|
|
3,999
|
|
|
4,540
|
|
||||
Consolidated net income
|
|
1,904
|
|
|
3,202
|
|
|
8,160
|
|
|
10,307
|
|
||||
Consolidated net income attributable to noncontrolling interest
|
|
(155
|
)
|
|
(168
|
)
|
|
(473
|
)
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|
(421
|
)
|
||||
Consolidated net income attributable to Walmart
|
|
$
|
1,749
|
|
|
$
|
3,034
|
|
|
$
|
7,687
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|
|
$
|
9,886
|
|
|
|
|
|
|
|
|
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|
||||||||
Net income per common share:
|
|
|
|
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|
||||||||
Basic net income per common share attributable to Walmart
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$
|
0.59
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$
|
0.98
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$
|
2.56
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|
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$
|
3.17
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Diluted net income per common share attributable to Walmart
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|
0.58
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|
0.98
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2.54
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|
3.16
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||||
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|
||||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
2,981
|
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|
3,089
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|
|
3,008
|
|
|
3,114
|
|
||||
Diluted
|
|
2,996
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|
|
3,100
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|
|
3,021
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|
|
3,124
|
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||||
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|
||||||||
Dividends declared per common share
|
|
$
|
—
|
|
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$
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—
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|
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$
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2.04
|
|
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$
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2.00
|
|
|
Three Months Ended October 31,
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Nine Months Ended October 31,
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||||||||||||
(Amounts in millions)
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2017
|
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2016
|
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2017
|
|
2016
|
||||||||
Consolidated net income
|
$
|
1,904
|
|
|
$
|
3,202
|
|
|
$
|
8,160
|
|
|
$
|
10,307
|
|
Less consolidated net income attributable to noncontrolling interest
|
(155
|
)
|
|
(168
|
)
|
|
(473
|
)
|
|
(421
|
)
|
||||
Consolidated net income attributable to Walmart
|
1,749
|
|
|
3,034
|
|
|
7,687
|
|
|
9,886
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|
||||
|
|
|
|
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|
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|
||||||||
Other comprehensive income (loss), net of income taxes
|
|
|
|
|
|
|
|
||||||||
Currency translation and other
|
422
|
|
|
(725
|
)
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2,607
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|
|
(1,054
|
)
|
||||
Unrealized gain on available-for-sale securities
|
(551
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)
|
|
(32
|
)
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657
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|
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(32
|
)
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||||
Net investment hedges
|
28
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|
|
258
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|
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(121
|
)
|
|
468
|
|
||||
Cash flow hedges
|
—
|
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(179
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)
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143
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|
|
(123
|
)
|
||||
Minimum pension liability
|
14
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17
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46
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|
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(89
|
)
|
||||
Other comprehensive income (loss), net of income taxes
|
(87
|
)
|
|
(661
|
)
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3,332
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|
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(830
|
)
|
||||
Less other comprehensive (income) loss attributable to noncontrolling interest
|
54
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|
|
(2
|
)
|
|
(233
|
)
|
|
92
|
|
||||
Other comprehensive income (loss) attributable to Walmart
|
(33
|
)
|
|
(663
|
)
|
|
3,099
|
|
|
(738
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income, net of income taxes
|
1,817
|
|
|
2,541
|
|
|
11,492
|
|
|
9,477
|
|
||||
Less comprehensive (income) loss attributable to noncontrolling interest
|
(101
|
)
|
|
(170
|
)
|
|
(706
|
)
|
|
(329
|
)
|
||||
Comprehensive income attributable to Walmart
|
$
|
1,716
|
|
|
$
|
2,371
|
|
|
$
|
10,786
|
|
|
$
|
9,148
|
|
|
|
October 31,
|
|
January 31,
|
|
October 31,
|
||||||
(Amounts in millions)
|
|
2017
|
|
2017
|
|
2016
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
7,026
|
|
|
$
|
6,867
|
|
|
$
|
5,939
|
|
Receivables, net
|
|
5,865
|
|
|
5,835
|
|
|
5,344
|
|
|||
Inventories
|
|
50,147
|
|
|
43,046
|
|
|
49,822
|
|
|||
Prepaid expenses and other
|
|
2,330
|
|
|
1,941
|
|
|
2,296
|
|
|||
Total current assets
|
|
65,368
|
|
|
57,689
|
|
|
63,401
|
|
|||
Property and equipment:
|
|
|
|
|
|
|
||||||
Property and equipment
|
|
185,103
|
|
|
179,492
|
|
|
179,667
|
|
|||
Less accumulated depreciation
|
|
(76,948
|
)
|
|
(71,782
|
)
|
|
(70,991
|
)
|
|||
Property and equipment, net
|
|
108,155
|
|
|
107,710
|
|
|
108,676
|
|
|||
Property under capital lease and financing obligations:
|
|
|
|
|
|
|
||||||
Property under capital lease and financing obligations
|
|
12,641
|
|
|
11,637
|
|
|
11,482
|
|
|||
Less accumulated amortization
|
|
(5,497
|
)
|
|
(5,169
|
)
|
|
(5,070
|
)
|
|||
Property under capital lease and financing obligations, net
|
|
7,144
|
|
|
6,468
|
|
|
6,412
|
|
|||
|
|
|
|
|
|
|
||||||
Goodwill
|
|
18,204
|
|
|
17,037
|
|
|
17,792
|
|
|||
Other assets and deferred charges
|
|
10,543
|
|
|
9,921
|
|
|
10,576
|
|
|||
Total assets
|
|
$
|
209,414
|
|
|
$
|
198,825
|
|
|
$
|
206,857
|
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Short-term borrowings
|
|
$
|
5,114
|
|
|
$
|
1,099
|
|
|
$
|
5,082
|
|
Accounts payable
|
|
47,587
|
|
|
41,433
|
|
|
42,990
|
|
|||
Dividends payable
|
|
1,530
|
|
|
—
|
|
|
1,541
|
|
|||
Accrued liabilities
|
|
21,757
|
|
|
20,654
|
|
|
21,243
|
|
|||
Accrued income taxes
|
|
540
|
|
|
921
|
|
|
459
|
|
|||
Long-term debt due within one year
|
|
3,257
|
|
|
2,256
|
|
|
2,266
|
|
|||
Capital lease and financing obligations due within one year
|
|
650
|
|
|
565
|
|
|
549
|
|
|||
Total current liabilities
|
|
80,435
|
|
|
66,928
|
|
|
74,130
|
|
|||
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
34,206
|
|
|
36,015
|
|
|
36,178
|
|
|||
Long-term capital lease and financing obligations
|
|
6,700
|
|
|
6,003
|
|
|
5,930
|
|
|||
Deferred income taxes and other
|
|
9,167
|
|
|
9,344
|
|
|
10,144
|
|
|||
|
|
|
|
|
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Equity:
|
|
|
|
|
|
|
||||||
Common stock
|
|
297
|
|
|
305
|
|
|
308
|
|
|||
Capital in excess of par value
|
|
2,501
|
|
|
2,371
|
|
|
2,084
|
|
|||
Retained earnings
|
|
84,480
|
|
|
89,354
|
|
|
87,636
|
|
|||
Accumulated other comprehensive loss
|
|
(11,133
|
)
|
|
(14,232
|
)
|
|
(12,335
|
)
|
|||
Total Walmart shareholders' equity
|
|
76,145
|
|
|
77,798
|
|
|
77,693
|
|
|||
Noncontrolling interest
|
|
2,761
|
|
|
2,737
|
|
|
2,782
|
|
|||
Total equity
|
|
78,906
|
|
|
80,535
|
|
|
80,475
|
|
|||
Total liabilities and equity
|
|
$
|
209,414
|
|
|
$
|
198,825
|
|
|
$
|
206,857
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Total
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
Capital in
|
|
|
|
Other
|
|
Walmart
|
|
|
|
|
|||||||||||||||
(Amounts in millions)
|
Common Stock
|
|
Excess of
|
|
Retained
|
|
Comprehensive
|
|
Shareholders'
|
|
Noncontrolling
|
|
Total
|
|||||||||||||||||
Shares
|
|
Amount
|
|
Par Value
|
|
Earnings
|
|
Loss
|
|
Equity
|
|
Interest
|
|
Equity
|
||||||||||||||||
Balances as of February 1, 2017
|
3,048
|
|
|
$
|
305
|
|
|
$
|
2,371
|
|
|
$
|
89,354
|
|
|
$
|
(14,232
|
)
|
|
$
|
77,798
|
|
|
$
|
2,737
|
|
|
$
|
80,535
|
|
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,687
|
|
|
—
|
|
|
7,687
|
|
|
473
|
|
|
8,160
|
|
|||||||
Other comprehensive income (loss), net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,099
|
|
|
3,099
|
|
|
233
|
|
|
3,332
|
|
|||||||
Cash dividends declared ($2.04 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,142
|
)
|
|
—
|
|
|
(6,142
|
)
|
|
—
|
|
|
(6,142
|
)
|
|||||||
Purchase of Company stock
|
(87
|
)
|
|
(9
|
)
|
|
(172
|
)
|
|
(6,414
|
)
|
|
—
|
|
|
(6,595
|
)
|
|
—
|
|
|
(6,595
|
)
|
|||||||
Cash dividend declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(684
|
)
|
|
(684
|
)
|
|||||||
Other
|
7
|
|
|
1
|
|
|
302
|
|
|
(5
|
)
|
|
—
|
|
|
298
|
|
|
2
|
|
|
300
|
|
|||||||
Balances as of October 31, 2017
|
2,968
|
|
|
$
|
297
|
|
|
$
|
2,501
|
|
|
$
|
84,480
|
|
|
$
|
(11,133
|
)
|
|
$
|
76,145
|
|
|
$
|
2,761
|
|
|
$
|
78,906
|
|
|
|
Nine Months Ended October 31,
|
||||||
(Amounts in millions)
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Consolidated net income
|
|
$
|
8,160
|
|
|
$
|
10,307
|
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
7,827
|
|
|
7,374
|
|
||
Deferred income taxes
|
|
231
|
|
|
1,167
|
|
||
Loss on extinguishment of debt
|
|
2,132
|
|
|
—
|
|
||
Other operating activities
|
|
144
|
|
|
(387
|
)
|
||
Changes in certain assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
||||
Receivables, net
|
|
(529
|
)
|
|
271
|
|
||
Inventories
|
|
(6,446
|
)
|
|
(5,516
|
)
|
||
Accounts payable
|
|
5,630
|
|
|
5,121
|
|
||
Accrued liabilities
|
|
510
|
|
|
1,393
|
|
||
Accrued income taxes
|
|
(599
|
)
|
|
51
|
|
||
Net cash provided by operating activities
|
|
17,060
|
|
|
19,781
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
||||
Payments for property and equipment
|
|
(6,908
|
)
|
|
(7,459
|
)
|
||
Proceeds from the disposal of property and equipment
|
|
301
|
|
|
783
|
|
||
Proceeds from the disposal of certain operations
|
|
1,046
|
|
|
—
|
|
||
Purchase of available for sale securities
|
|
—
|
|
|
(1,901
|
)
|
||
Business acquisitions, net of cash acquired
|
|
(372
|
)
|
|
(2,406
|
)
|
||
Other investing activities
|
|
62
|
|
|
(67
|
)
|
||
Net cash used in investing activities
|
|
(5,871
|
)
|
|
(11,050
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
||||
Net change in short-term borrowings
|
|
4,004
|
|
|
2,302
|
|
||
Proceeds from issuance of long-term debt
|
|
7,476
|
|
|
134
|
|
||
Repayments of long-term debt
|
|
(8,859
|
)
|
|
(2,040
|
)
|
||
Premiums paid to extinguish debt
|
|
(2,067
|
)
|
|
—
|
|
||
Dividends paid
|
|
(4,614
|
)
|
|
(4,682
|
)
|
||
Purchase of Company stock
|
|
(6,656
|
)
|
|
(6,254
|
)
|
||
Dividends paid to noncontrolling interest
|
|
(536
|
)
|
|
(320
|
)
|
||
Purchase of noncontrolling interest
|
|
(8
|
)
|
|
(89
|
)
|
||
Other financing activities
|
|
(156
|
)
|
|
(323
|
)
|
||
Net cash used in financing activities
|
|
(11,416
|
)
|
|
(11,272
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rates on cash and cash equivalents
|
|
386
|
|
|
(225
|
)
|
||
|
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
159
|
|
|
(2,766
|
)
|
||
Cash and cash equivalents at beginning of year
|
|
6,867
|
|
|
8,705
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
7,026
|
|
|
$
|
5,939
|
|
•
|
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.
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
(Amounts in millions, except per share data)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Consolidated net income
|
|
$
|
1,904
|
|
|
$
|
3,202
|
|
|
$
|
8,160
|
|
|
$
|
10,307
|
|
Consolidated net income attributable to noncontrolling interest
|
|
(155
|
)
|
|
(168
|
)
|
|
(473
|
)
|
|
(421
|
)
|
||||
Consolidated net income attributable to Walmart
|
|
$
|
1,749
|
|
|
$
|
3,034
|
|
|
$
|
7,687
|
|
|
$
|
9,886
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding, basic
|
|
2,981
|
|
|
3,089
|
|
|
3,008
|
|
|
3,114
|
|
||||
Dilutive impact of stock options and other share-based awards
|
|
15
|
|
|
11
|
|
|
13
|
|
|
10
|
|
||||
Weighted-average common shares outstanding, diluted
|
|
2,996
|
|
|
3,100
|
|
|
3,021
|
|
|
3,124
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share attributable to Walmart
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.59
|
|
|
$
|
0.98
|
|
|
$
|
2.56
|
|
|
$
|
3.17
|
|
Diluted
|
|
0.58
|
|
|
0.98
|
|
|
2.54
|
|
|
3.16
|
|
(Amounts in millions and net of income taxes)
|
|
Currency
Translation and Other |
|
Unrealized Gain on Available-for-Sale Securities
|
|
Net Investment Hedges
|
|
Cash Flow Hedges
|
|
Minimum
Pension Liability |
|
Total
|
||||||||||||
Balances as of February 1, 2017
|
|
$
|
(14,507
|
)
|
|
$
|
145
|
|
|
$
|
1,435
|
|
|
$
|
(315
|
)
|
|
$
|
(990
|
)
|
|
$
|
(14,232
|
)
|
Other comprehensive income (loss) before reclassifications, net
(1)
|
|
2,374
|
|
|
657
|
|
|
(121
|
)
|
|
124
|
|
|
5
|
|
|
3,039
|
|
||||||
Amounts reclassified from accumulated other comprehensive loss, net
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
41
|
|
|
60
|
|
||||||
Balances as of October 31, 2017
|
|
$
|
(12,133
|
)
|
|
$
|
802
|
|
|
$
|
1,314
|
|
|
$
|
(172
|
)
|
|
$
|
(944
|
)
|
|
$
|
(11,133
|
)
|
(Amounts in millions)
|
|
Long-term debt due within one year
|
|
Long-term debt
|
|
Total
|
||||||
Balances as of February 1, 2017
|
|
$
|
2,256
|
|
|
$
|
36,015
|
|
|
$
|
38,271
|
|
Proceeds from long-term debt
|
|
—
|
|
|
7,476
|
|
|
7,476
|
|
|||
Repayments of long-term debt
|
|
(1,535
|
)
|
|
(7,324
|
)
|
|
(8,859
|
)
|
|||
Reclassifications of long-term debt
|
|
2,500
|
|
|
(2,500
|
)
|
|
—
|
|
|||
Other
|
|
36
|
|
|
539
|
|
|
575
|
|
|||
Balances as of October 31, 2017
|
|
$
|
3,257
|
|
|
$
|
34,206
|
|
|
$
|
37,463
|
|
(Amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
||
Issue Date
|
|
Principal Amount
|
|
Maturity Date
|
|
Fixed vs. Floating
|
|
Interest Rate
|
|
Proceeds
|
||
July 18, 2017
|
|
70,000 JPY
|
|
July 15, 2022
|
|
Fixed
|
|
0.183%
|
|
$
|
619
|
|
July 18, 2017
|
|
40,000 JPY
|
|
July 18, 2024
|
|
Fixed
|
|
0.298%
|
|
354
|
|
|
July 18, 2017
|
|
60,000 JPY
|
|
July 16, 2027
|
|
Fixed
|
|
0.520%
|
|
530
|
|
|
October 20, 2017
|
|
300 USD
|
|
October 9, 2019
|
|
Floating
|
|
Floating
|
|
299
|
|
|
October 20, 2017
|
|
1,200 USD
|
|
October 9, 2019
|
|
Fixed
|
|
1.750%
|
|
1,198
|
|
|
October 20, 2017
|
|
1,250 USD
|
|
December 15, 2020
|
|
Fixed
|
|
1.900%
|
|
1,245
|
|
|
October 20, 2017
|
|
1,250 USD
|
|
December 15, 2022
|
|
Fixed
|
|
2.350%
|
|
1,245
|
|
|
October 20, 2017
|
|
1,000 USD
|
|
December 15, 2024
|
|
Fixed
|
|
2.650%
|
|
996
|
|
|
October 20, 2017
|
|
1,000 USD
|
|
December 15, 2047
|
|
Fixed
|
|
3.625%
|
|
990
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
7,476
|
|
•
|
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.
|
|
October 31, 2017
|
|
January 31, 2017
|
||||||||||||
(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
|
$
|
5,000
|
|
|
$
|
(6
|
)
|
|
$
|
5,000
|
|
|
$
|
(4
|
)
|
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as net investment hedges
|
2,250
|
|
|
399
|
|
|
2,250
|
|
|
471
|
|
||||
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges
|
4,240
|
|
|
(254
|
)
|
|
3,957
|
|
|
(618
|
)
|
||||
Total
|
$
|
11,490
|
|
|
$
|
139
|
|
|
$
|
11,207
|
|
|
$
|
(151
|
)
|
|
|
October 31, 2017
|
|
January 31, 2017
|
||||||||||||
(Amounts in millions)
|
|
Cost Basis
|
|
Fair Value
|
|
Cost Basis
|
|
Fair Value
|
||||||||
Available-for-sale securities
|
|
$
|
1,901
|
|
|
$
|
2,703
|
|
|
$
|
1,901
|
|
|
$
|
2,046
|
|
|
|
October 31, 2017
|
|
January 31, 2017
|
||||||||||||
(Amounts in millions)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Long-term debt, including amounts due within one year
|
|
$
|
37,463
|
|
|
$
|
43,378
|
|
|
$
|
38,271
|
|
|
$
|
44,602
|
|
|
October 31, 2017
|
|
January 31, 2017
|
||||||||||||||||||||
(Amounts in millions)
|
Fair Value
Instruments
|
|
Net Investment
Instruments
|
|
Cash Flow
Instruments
|
|
Fair Value
Instruments
|
|
Net Investment
Instruments
|
|
Cash Flow
Instruments
|
||||||||||||
Derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other assets and deferred charges
|
$
|
7
|
|
|
$
|
399
|
|
|
$
|
86
|
|
|
$
|
8
|
|
|
$
|
471
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred income taxes and other
|
13
|
|
|
—
|
|
|
340
|
|
|
12
|
|
|
—
|
|
|
618
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Nonderivative hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
4,423
|
|
|
—
|
|
|
—
|
|
|
3,209
|
|
|
—
|
|
|
|
Nine Months Ended October 31,
|
||||||
(Amounts in millions, except per share data)
|
|
2017
|
|
2016
|
||||
Total number of shares repurchased
|
|
87.8
|
|
|
90.6
|
|
||
Average price paid per share
|
|
$
|
75.76
|
|
|
$
|
69.04
|
|
Total amount paid for share repurchases
|
|
$
|
6,656
|
|
|
$
|
6,254
|
|
Record Date
|
|
Payable Date
|
March 10, 2017
|
|
April 3, 2017
|
May 12, 2017
|
|
June 5, 2017
|
August 11, 2017
|
|
September 5, 2017
|
December 8, 2017
|
|
January 2, 2018
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
(Amounts in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Ongoing inquiries and investigations
|
|
$
|
2
|
|
|
$
|
24
|
|
|
$
|
22
|
|
|
$
|
68
|
|
Global compliance program and organizational enhancements
|
|
3
|
|
|
5
|
|
|
11
|
|
|
14
|
|
||||
Total
|
|
$
|
5
|
|
|
$
|
29
|
|
|
$
|
33
|
|
|
$
|
82
|
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
(Amounts in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Walmart U.S.
|
|
$
|
77,724
|
|
|
$
|
74,550
|
|
|
$
|
231,898
|
|
|
$
|
224,086
|
|
Walmart International
|
|
29,548
|
|
|
28,390
|
|
|
84,976
|
|
|
85,094
|
|
||||
Sam's Club
|
|
14,864
|
|
|
14,236
|
|
|
43,737
|
|
|
42,387
|
|
||||
Net sales
|
|
$
|
122,136
|
|
|
$
|
117,176
|
|
|
$
|
360,611
|
|
|
$
|
351,567
|
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
(Amounts in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Walmart U.S.
|
|
$
|
4,030
|
|
|
$
|
3,999
|
|
|
$
|
12,917
|
|
|
$
|
12,750
|
|
Walmart International
|
|
1,249
|
|
|
1,354
|
|
|
4,004
|
|
|
4,245
|
|
||||
Sam's Club
|
|
447
|
|
|
396
|
|
|
1,265
|
|
|
1,281
|
|
||||
Corporate and support
|
|
(962
|
)
|
|
(630
|
)
|
|
(2,216
|
)
|
|
(1,717
|
)
|
||||
Operating income
|
|
4,764
|
|
|
5,119
|
|
|
15,970
|
|
|
16,559
|
|
||||
Interest, net
|
|
541
|
|
|
585
|
|
|
1,679
|
|
|
1,712
|
|
||||
Loss on extinguishment of debt
|
|
1,344
|
|
|
—
|
|
|
2,132
|
|
|
—
|
|
||||
Income before income taxes
|
|
$
|
2,879
|
|
|
$
|
4,534
|
|
|
$
|
12,159
|
|
|
$
|
14,847
|
|
•
|
Walmart U.S. is our largest segment with three primary store formats, as well as digital retail, including recent acquisitions of several eCommerce entities such as Jet.com, Inc. Of our three reportable segments, Walmart U.S. has historically had the highest gross profit as a percentage of net sales ("gross profit rate"). In addition, it has historically contributed the greatest amount to the Company's net sales and operating income.
|
•
|
Walmart International consists of our operations outside of the U.S. and includes retail, wholesale and other businesses. These businesses consist of numerous formats, including supercenters, supermarkets, hypermarkets, warehouse clubs, including Sam's Clubs, cash & carry, home improvement, specialty electronics, drug stores and convenience stores, as well as digital retail. The overall gross profit rate for Walmart International is lower than that of Walmart U.S. primarily because of its merchandise mix. Walmart International is our second largest segment and has grown through acquisitions, as well as by adding retail, wholesale and other units, and expanding digital retail.
|
•
|
Sam's Club consists of membership-only warehouse clubs as well as digital retail. As a membership-only warehouse club, membership income is a significant component of the segment's operating income. Sam's Club operates with a lower gross profit rate and lower operating expenses as a percentage of net sales than our other segments.
|
•
|
strong, efficient growth;
|
•
|
operating discipline; and
|
•
|
strategic capital allocation.
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
With Fuel
|
|
Fuel Impact
|
|
With Fuel
|
|
Fuel Impact
|
||||||||||||||||
Walmart U.S.
|
|
2.9
|
%
|
|
0.8
|
%
|
|
0.1
|
%
|
|
0.0
|
%
|
|
1.9
|
%
|
|
1.7
|
%
|
|
0.1
|
%
|
|
0.0
|
%
|
Sam's Club
|
|
4.2
|
%
|
|
0.6
|
%
|
|
1.2
|
%
|
|
(0.7
|
)%
|
|
2.6
|
%
|
|
(0.3
|
)%
|
|
0.9
|
%
|
|
(1.4
|
)%
|
Total U.S.
|
|
3.1
|
%
|
|
0.8
|
%
|
|
0.2
|
%
|
|
(0.1
|
)%
|
|
2.0
|
%
|
|
1.4
|
%
|
|
0.2
|
%
|
|
(0.2
|
)%
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
(Amounts in millions, except unit counts)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
$
|
122,136
|
|
|
$
|
117,176
|
|
|
$
|
360,611
|
|
|
$
|
351,567
|
|
Percentage change from comparable period
|
|
4.2
|
%
|
|
0.5
|
%
|
|
2.6
|
%
|
|
0.5
|
%
|
||||
Operating, selling, general and administrative expenses
|
|
$
|
26,868
|
|
|
$
|
25,576
|
|
|
$
|
77,350
|
|
|
$
|
74,865
|
|
Percentage change from comparable period
|
|
5.1
|
%
|
|
5.5
|
%
|
|
3.3
|
%
|
|
5.4
|
%
|
||||
Operating, selling, general and administrative expenses as a percentage of net sales
|
|
22.0
|
%
|
|
21.8
|
%
|
|
21.4
|
%
|
|
21.3
|
%
|
(Amounts in millions)
|
|
Nine Months Ended October 31,
|
||||||
Allocation of Capital Expenditures
|
|
2017
|
|
2016
|
||||
New stores and clubs, including expansions and relocations
|
|
$
|
712
|
|
|
$
|
1,733
|
|
Remodels
|
|
1,660
|
|
|
1,343
|
|
||
eCommerce, technology, supply chain and other
|
|
2,863
|
|
|
2,612
|
|
||
Total U.S.
|
|
5,235
|
|
|
5,688
|
|
||
Walmart International
|
|
1,673
|
|
|
1,771
|
|
||
Total capital expenditures
|
|
$
|
6,908
|
|
|
$
|
7,459
|
|
|
|
For the Trailing Twelve Months Ending October 31,
|
||||||
(Amounts in millions)
|
|
2017
|
|
2016
|
||||
CALCULATION OF RETURN ON ASSETS
|
||||||||
Numerator
|
|
|
|
|
||||
Consolidated net income
|
|
$
|
12,146
|
|
|
$
|
15,055
|
|
Denominator
|
|
|
|
|
||||
Average total assets
(1)
|
|
$
|
208,136
|
|
|
$
|
206,001
|
|
Return on assets (ROA)
|
|
5.8
|
%
|
|
7.3
|
%
|
||
|
|
|
|
|
||||
CALCULATION OF RETURN ON INVESTMENT
|
||||||||
Numerator
|
|
|
|
|
||||
Operating income
|
|
$
|
22,175
|
|
|
$
|
23,201
|
|
+ Interest income
|
|
145
|
|
|
86
|
|
||
+ Depreciation and amortization
|
|
10,533
|
|
|
9,805
|
|
||
+ Rent
|
|
2,667
|
|
|
2,610
|
|
||
= Adjusted operating income
|
|
$
|
35,520
|
|
|
$
|
35,702
|
|
|
|
|
|
|
||||
Denominator
|
|
|
|
|
||||
Average total assets
(1)
|
|
$
|
208,136
|
|
|
$
|
206,001
|
|
+ Average accumulated depreciation and amortization
(1)
|
|
79,253
|
|
|
73,357
|
|
||
- Average accounts payable
(1)
|
|
45,289
|
|
|
41,772
|
|
||
- Average accrued liabilities
(1)
|
|
21,500
|
|
|
20,371
|
|
||
+ Rent x 8
|
|
21,336
|
|
|
20,880
|
|
||
= Average invested capital
|
|
$
|
241,936
|
|
|
$
|
238,095
|
|
Return on investment (ROI)
|
|
14.7
|
%
|
|
15.0
|
%
|
|
|
As of October 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Certain Balance Sheet Data
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
209,414
|
|
|
$
|
206,857
|
|
|
$
|
205,144
|
|
Accumulated depreciation and amortization
|
|
82,445
|
|
|
76,061
|
|
|
70,652
|
|
|||
Accounts payable
|
|
47,587
|
|
|
42,990
|
|
|
40,553
|
|
|||
Accrued liabilities
|
|
21,757
|
|
|
21,243
|
|
|
19,499
|
|
|
|
Nine Months Ended October 31,
|
||||||
(Amounts in millions)
|
|
2017
|
|
2016
(1)
|
||||
Net cash provided by operating activities
|
|
$
|
17,060
|
|
|
$
|
19,781
|
|
Payments for property and equipment
|
|
(6,908
|
)
|
|
(7,459
|
)
|
||
Free cash flow
|
|
$
|
10,152
|
|
|
$
|
12,322
|
|
|
|
|
|
|
||||
Net cash used in investing activities
(2)
|
|
$
|
(5,871
|
)
|
|
$
|
(11,050
|
)
|
Net cash used in financing activities
|
|
(11,416
|
)
|
|
(11,272
|
)
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
(Amounts in millions, except unit counts)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total revenues
|
|
$
|
123,179
|
|
|
$
|
118,179
|
|
|
$
|
364,076
|
|
|
$
|
354,937
|
|
Percentage change from comparable period
|
|
4.2
|
%
|
|
0.7
|
%
|
|
2.6
|
%
|
|
0.7
|
%
|
||||
Net sales
|
|
$
|
122,136
|
|
|
$
|
117,176
|
|
|
$
|
360,611
|
|
|
$
|
351,567
|
|
Percentage change from comparable period
|
|
4.2
|
%
|
|
0.5
|
%
|
|
2.6
|
%
|
|
0.5
|
%
|
||||
Total U.S. calendar comparable store and club sales increase
|
|
3.1
|
%
|
|
0.8
|
%
|
|
2.0
|
%
|
|
1.4
|
%
|
||||
Gross profit margin as a percentage of net sales
|
|
25.0
|
%
|
|
25.3
|
%
|
|
24.9
|
%
|
|
25.1
|
%
|
||||
Operating income
|
|
$
|
4,764
|
|
|
$
|
5,119
|
|
|
$
|
15,970
|
|
|
$
|
16,559
|
|
Operating income as a percentage of net sales
|
|
3.9
|
%
|
|
4.4
|
%
|
|
4.4
|
%
|
|
4.7
|
%
|
||||
Consolidated net income
|
|
$
|
1,904
|
|
|
$
|
3,202
|
|
|
$
|
8,160
|
|
|
$
|
10,307
|
|
Unit counts at period end
|
|
11,703
|
|
|
11,593
|
|
|
11,703
|
|
|
11,593
|
|
||||
Retail square feet at period end
|
|
1,160
|
|
|
1,157
|
|
|
1,160
|
|
|
1,157
|
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
(Amounts in millions, except unit counts)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
$
|
77,724
|
|
|
$
|
74,550
|
|
|
$
|
231,898
|
|
|
$
|
224,086
|
|
Percentage change from comparable period
|
|
4.3
|
%
|
|
2.5
|
%
|
|
3.5
|
%
|
|
3.3
|
%
|
||||
Calendar comparable sales increase
|
|
2.9
|
%
|
|
0.8
|
%
|
|
1.9
|
%
|
|
1.7
|
%
|
||||
Operating income
|
|
$
|
4,030
|
|
|
$
|
3,999
|
|
|
$
|
12,917
|
|
|
$
|
12,750
|
|
Operating income as a percentage of net sales
|
|
5.2
|
%
|
|
5.4
|
%
|
|
5.6
|
%
|
|
5.7
|
%
|
||||
Unit counts at period end
|
|
4,752
|
|
|
4,648
|
|
|
4,752
|
|
|
4,648
|
|
||||
Retail square feet at period end
|
|
703
|
|
|
697
|
|
|
703
|
|
|
697
|
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
(Amounts in millions, except unit counts)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
$
|
29,548
|
|
|
$
|
28,390
|
|
|
$
|
84,976
|
|
|
$
|
85,094
|
|
Percentage change from comparable period
|
|
4.1
|
%
|
|
(4.8
|
)%
|
|
(0.1
|
)%
|
|
(6.2
|
)%
|
||||
Operating income
|
|
$
|
1,249
|
|
|
$
|
1,354
|
|
|
$
|
4,004
|
|
|
$
|
4,245
|
|
Operating income as a percentage of net sales
|
|
4.2
|
%
|
|
4.8
|
%
|
|
4.7
|
%
|
|
5.0
|
%
|
||||
Unit counts at period end
|
|
6,291
|
|
|
6,289
|
|
|
6,291
|
|
|
6,289
|
|
||||
Retail square feet at period end
|
|
369
|
|
|
372
|
|
|
369
|
|
|
372
|
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
(Amounts in millions, except unit counts)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Including Fuel
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
14,864
|
|
|
$
|
14,236
|
|
|
$
|
43,737
|
|
|
$
|
42,387
|
|
Percentage change from comparable period
|
|
4.4
|
%
|
|
1.1
|
%
|
|
3.2
|
%
|
|
0.2
|
%
|
||||
Calendar comparable sales increase (decrease)
|
|
4.2
|
%
|
|
0.6
|
%
|
|
2.6
|
%
|
|
(0.3
|
)%
|
||||
Operating income
|
|
$
|
447
|
|
|
$
|
396
|
|
|
$
|
1,265
|
|
|
$
|
1,281
|
|
Operating income as a percentage of net sales
|
|
3.0
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
|
3.0
|
%
|
||||
Unit counts at period end
|
|
660
|
|
|
656
|
|
|
660
|
|
|
656
|
|
||||
Retail square feet at period end
|
|
88.4
|
|
|
87.8
|
|
|
88.4
|
|
|
87.8
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Excluding Fuel
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
13,584
|
|
|
$
|
13,169
|
|
|
$
|
40,218
|
|
|
$
|
39,345
|
|
Percentage change from comparable period
|
|
3.2
|
%
|
|
1.8
|
%
|
|
2.2
|
%
|
|
1.7
|
%
|
||||
Operating income
|
|
$
|
397
|
|
|
$
|
381
|
|
|
$
|
1,171
|
|
|
$
|
1,243
|
|
Operating income as a percentage of net sales
|
|
2.9
|
%
|
|
2.9
|
%
|
|
2.9
|
%
|
|
3.2
|
%
|
|
|
Nine Months Ended October 31,
|
||||||
(Amounts in millions)
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
17,060
|
|
|
$
|
19,781
|
|
|
|
Nine Months Ended October 31,
|
||||||
(Amounts in millions)
|
|
2017
|
|
2016
|
||||
Net cash used in investing activities
|
|
$
|
(5,871
|
)
|
|
$
|
(11,050
|
)
|
|
|
Nine Months Ended October 31,
|
||||||
(Amounts in millions)
|
|
2017
|
|
2016
|
||||
Net cash used in financing activities
|
|
$
|
(11,416
|
)
|
|
$
|
(11,272
|
)
|
(Amounts in millions)
|
|
Long-term debt due within one year
|
|
Long-term debt
|
|
Total
|
||||||
Balances as of February 1, 2017
|
|
$
|
2,256
|
|
|
$
|
36,015
|
|
|
$
|
38,271
|
|
Proceeds from issuance of long-term debt
|
|
—
|
|
|
7,476
|
|
|
7,476
|
|
|||
Repayments of long-term debt
(1)
|
|
(1,535
|
)
|
|
(7,324
|
)
|
|
(8,859
|
)
|
|||
Reclassifications of long-term debt
|
|
2,500
|
|
|
(2,500
|
)
|
|
—
|
|
|||
Other
|
|
36
|
|
|
539
|
|
|
575
|
|
|||
Balances as of October 31, 2017
|
|
$
|
3,257
|
|
|
$
|
34,206
|
|
|
$
|
37,463
|
|
Record Date
|
|
Payable Date
|
March 10, 2017
|
|
April 3, 2017
|
May 12, 2017
|
|
June 5, 2017
|
August 11, 2017
|
|
September 5, 2017
|
December 8, 2017
|
|
January 2, 2018
|
|
|
Nine Months Ended October 31,
|
||||||
(Amounts in millions, except per share data)
|
|
2017
|
|
2016
|
||||
Total number of shares repurchased
|
|
87.8
|
|
|
90.6
|
|
||
Average price paid per share
|
|
$
|
75.76
|
|
|
$
|
69.04
|
|
Total amount paid for share repurchases
|
|
$
|
6,656
|
|
|
$
|
6,254
|
|
Rating agency
|
|
Commercial paper
|
|
Long-term debt
|
Standard & Poor's
|
|
A-1+
|
|
AA
|
Moody's Investors Service
|
|
P-1
|
|
Aa2
|
Fitch Ratings
|
|
F1+
|
|
AA
|
Fiscal Period
|
|
Total
Number of
Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
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
(1)
(billions)
|
||||||
August 1-31, 2017
|
|
9,715,074
|
|
|
$
|
80.07
|
|
|
9,715,074
|
|
|
$
|
4.0
|
|
September 1-30, 2017
|
|
8,610,342
|
|
|
79.57
|
|
|
8,610,342
|
|
|
3.3
|
|
||
October 1-31, 2017
|
|
8,359,966
|
|
|
84.46
|
|
|
8,359,966
|
|
|
2.6
|
|
||
Total
|
|
26,685,382
|
|
|
|
|
26,685,382
|
|
|
|
•
|
statements in
Note 1
to Walmart's Condensed Consolidated Financial Statements as of and for the three and nine months ended October 31, 2017, regarding management's expectations of or determinations regarding the materiality of any impact of certain ASUs issued by the FASB; statements in
Note 6
to those Condensed Consolidated Financial Statements regarding the expected insignificance of any ineffective portion of certain net investment and cash flow derivative financial instruments to which Walmart is a party and of the amounts relating to such derivative financial instruments expected to be reclassified from accumulated other comprehensive loss to net income in the next 12 months; a statement in
Note 8
to those Condensed Consolidated Financial Statements regarding the payment of dividends in fiscal 2018; statements in
Note 9
to those Condensed Consolidated Financial Statements regarding the possible outcome of, and future effect on Walmart's financial condition and results of operations of, certain litigation and other proceedings to which Walmart is a party, the possible outcome of, and future effect on Walmart's business of, certain other matters to which Walmart is subject, including Walmart's existing FCPA matters, and the liabilities, losses, expenses and costs that Walmart may incur in connection with such matters; and statements in
Note 10
to those Condensed Consolidated Financial Statements regarding the anticipated benefits of the acquisition of Jet.com, Inc.;
|
•
|
in Part I, Item 2 "
Management's Discussion and Analysis of Financial Condition and Results of Operations
": statements under the caption "
Overview
" relating to the possible impact of volatility in currency exchange rates on the results, including net sales and operating income, of Walmart and the Walmart International segment; statements under the caption "
Company Performance Metrics - Strong, Efficient Growth
" regarding the focus of our investments and the impact of such investments; statements under the caption "
Company Performance Metrics
", and the "- Returns" sub-heading under that caption, regarding our belief that returns on capital will improve as we execute on our strategic framework; statements under the caption "
Results of Operations - Consolidated Results of Operations
" regarding the possibility of fluctuations in Walmart's effective income tax rate from quarter to quarter and the factors that may cause those fluctuations; a statement under the caption "
Results of Operations - Sam's Club Segment
" relating to the possible continuing impact of volatility in fuel prices on the future operating results of the Sam's Club segment; a statement under the caption "
Liquidity and Capital Resources - Liquidity
" that Walmart's sources of liquidity will be adequate to fund its operations, finance its global investment and expansion activities, pay dividends and fund share repurchases; statements under the caption "
Liquidity and Capital Resources - Liquidity - Net Cash Provided by Operating Activities - Cash Equivalents and Working Capital
" regarding management's expectation that domestic liquidity needs will be met through funding sources other than earnings held outside of the United States, Walmart's intent with respect to its reinvestment of such earnings in its foreign operations, its need to repatriate such earnings and management's expectations with respect to the effect on Walmart's overall liquidity, financial condition and results of operations of local laws, other limitations or potential taxes on repatriation of such cash; a statement under the caption "
Liquidity and Capital Resources Liquidity - Net Cash Used in Financing Activities - Dividends
" regarding the payment of dividends in fiscal 2018; and statements under the caption "
Liquidity and Capital Resources - Capital Resources
" regarding management's expectations regarding the Company's cash flows from operations, current cash position and access to capital markets continuing to be sufficient to meet its anticipated operating cash needs, the Company's commercial paper and long-term debt ratings continuing to enable it to refinance its debts at favorable rates, factors that could affect its credit ratings, and the effect that lower credit ratings would have on its access to capital and credit markets and borrowing costs;
|
•
|
in Part I, Item 4 "
Controls and Procedures
": the statements regarding the effect of changes to systems and processes on our internal control over financial reporting; and
|
•
|
statements in Part II, Item 1 "
Legal Proceedings
" regarding the effect that possible losses or the range of possible losses that might be incurred in connection with the legal proceedings and other matters discussed therein may have on our financial condition or results of operations.
|
•
|
economic, geo-political, capital markets and business conditions, trends and events around the world and in the markets in which Walmart operates;
|
•
|
currency exchange rate fluctuations;
|
•
|
changes in market rates of interest;
|
•
|
changes in market levels of wages;
|
•
|
changes in the size of various markets, including eCommerce markets;
|
•
|
unemployment levels;
|
•
|
inflation or deflation, generally and in certain product categories;
|
•
|
transportation, energy and utility costs;
|
•
|
commodity prices, including the prices of oil and natural gas;
|
•
|
consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels, and demand for certain merchandise;
|
•
|
trends in consumer shopping habits around the world and in the markets in which Walmart operates;
|
•
|
consumer enrollment in health and drug insurance programs and such programs' reimbursement rates and drug formularies; and
|
•
|
initiatives of competitors, competitors' entry into and expansion in Walmart's markets, and competitive pressures;
|
•
|
the amount of Walmart's net sales and operating expenses denominated in U.S. dollar and various foreign currencies;
|
•
|
the financial performance of Walmart and each of its segments, including the amounts of Walmart's cash flow during various periods;
|
•
|
Walmart's need to repatriate earnings held outside of the United States and changes in U.S. tax regulations;
|
•
|
customer traffic and average ticket in Walmart's stores and clubs and on its eCommerce websites;
|
•
|
the mix of merchandise Walmart sells;
|
•
|
the availability of goods from suppliers and the cost of goods acquired from suppliers;
|
•
|
the effectiveness of the implementation and operation of Walmart's strategies, plans, programs and initiatives;
|
•
|
the impact of acquisitions, divestitures, store or club closures, and other strategic decisions;
|
•
|
Walmart's ability to successfully integrate acquired businesses, including within the eCommerce space;
|
•
|
the amount of shrinkage Walmart experiences;
|
•
|
consumer acceptance of and response to Walmart's stores and clubs, eCommerce websites, mobile apps, programs and merchandise offerings, including the Walmart U.S. segment's Grocery Pickup program;
|
•
|
new methods of delivery of purchased merchandise to customers;
|
•
|
Walmart's gross profit margins, including pharmacy margins and margins of other product categories;
|
•
|
the selling prices of gasoline and diesel fuel;
|
•
|
disruption of seasonal buying patterns in Walmart's markets;
|
•
|
Walmart's expenditures for FCPA and other compliance-related costs, including the adequacy of our accrual for the FCPA matter;
|
•
|
disruptions in Walmart's supply chain;
|
•
|
cybersecurity events affecting Walmart and related costs and impact of any disruption in business;
|
•
|
Walmart's labor costs, including healthcare and other benefit costs;
|
•
|
Walmart's casualty and accident-related costs and insurance costs;
|
•
|
the size of and turnover in Walmart's workforce and the number of associates at various pay levels within that workforce;
|
•
|
unexpected changes in Walmart's objectives and plans;
|
•
|
the availability of necessary personnel to staff Walmart's stores, clubs and other facilities;
|
•
|
delays in the opening of new, expanded or relocated units;
|
•
|
developments in, and the outcome of, legal and regulatory proceedings and investigations to which Walmart is a party or is subject, and the liabilities, obligations and expenses, if any, that Walmart may incur in connection therewith;
|
•
|
changes in the credit ratings assigned to the Company's commercial paper and debt securities by credit rating agencies;
|
•
|
Walmart's effective tax rate; and
|
•
|
unanticipated changes in accounting judgments and estimates;
|
•
|
changes in existing, tax, labor and other laws and changes in tax rates, including the enactment of laws and the adoption and interpretation of administrative rules and regulations;
|
•
|
governmental policies, programs, initiatives and actions in the markets in which Walmart operates and elsewhere;
|
•
|
the possibility of imposition of new taxes on imports and new tariffs and trade restrictions and changes in existing tariff rates and trade restrictions;
|
•
|
changes in currency control laws;
|
•
|
changes in the level of public assistance payments;
|
•
|
the timing of federal income tax refunds;
|
•
|
natural disasters, public health emergencies, civil disturbances, and terrorist attacks; and
|
•
|
changes in generally accepted accounting principles in the United States.
|
Date: December 1, 2017
|
By:
|
|
/s/ C. Douglas McMillon
|
|
|
|
C. Douglas McMillon
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
Date: December 1, 2017
|
By:
|
|
/s/ M. Brett Biggs
|
|
|
|
M. Brett Biggs
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
Date: December 1, 2017
|
By:
|
|
/s/ David M. Chojnowski
|
|
|
|
David M. Chojnowski
Senior Vice President and Controller
(Principal Accounting Officer)
|
|
Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-3 of the Company (File Number 333-178385) filed with the SEC on December 8, 2011.
|
|
|
|
|
|
Certificate of Amendment to the Restated Certificate of Incorporation executed August 19, 1991, is incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-3 of the Company (File Number 333-178385) filed with the SEC on December 8, 2011.
|
|
|
|
|
|
Certificate of Amendment to the Restated Certificate of Incorporation executed July 27, 1999, is incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-3 of the Company (File Number 333-178385) filed with the SEC on December 8, 2011.
|
|
|
|
|
|
Amended and Restated Bylaws of Wal-Mart Stores, Inc., effective as of November 3, 2017, are incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K as filed with the SEC on November 8, 2017.
|
|
|
|
|
|
Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
Chief Executive Officer Section 302 Certification
|
|
|
|
|
|
Chief Financial Officer Section 302 Certification
|
|
|
|
|
Exhibit 32.1
**
|
|
Chief Executive Officer Section 906 Certification
|
|
|
|
Exhibit 32.2
**
|
|
Chief Financial Officer Section 906 Certification
|
|
|
|
|
The information incorporated by reference in
Part I, Item 3
of this Quarterly Report on Form 10-Q is incorporated herein by reference to the material set forth under the sub-caption "Market Risk" in Management's Discussion and Analysis of Financial Condition and Results of Operations, which is contained in Exhibit 13 to the Company's Annual Report on Form 10-K for the year ended January 31, 2017, as filed with the SEC.
|
|
|
|
|
Exhibit 101.INS*
|
|
XBRL Instance Document
|
|
|
|
Exhibit 101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
Exhibit 101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
Exhibit 101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
Exhibit 101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
Exhibit 101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith as an Exhibit.
|
**
|
Furnished herewith as an Exhibit.
|
|
Nine Months Ended
|
|
Fiscal Years Ended
|
||||||||||||||||||||||||
|
October 31,
|
|
January 31,
|
||||||||||||||||||||||||
(Amounts in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||
Income from continuing operations before income taxes
|
$
|
12,159
|
|
|
$
|
14,847
|
|
|
$
|
20,497
|
|
|
$
|
21,638
|
|
|
$
|
24,799
|
|
|
$
|
24,656
|
|
|
$
|
25,662
|
|
Capitalized interest
|
(14
|
)
|
|
(27
|
)
|
|
(36
|
)
|
|
(39
|
)
|
|
(59
|
)
|
|
(78
|
)
|
|
(74
|
)
|
|||||||
Consolidated net income attributable to the noncontrolling interest
|
(473
|
)
|
|
(421
|
)
|
|
(650
|
)
|
|
(386
|
)
|
|
(736
|
)
|
|
(673
|
)
|
|
(757
|
)
|
|||||||
Adjusted income before income taxes
|
11,672
|
|
|
14,399
|
|
|
19,811
|
|
|
21,213
|
|
|
24,004
|
|
|
23,905
|
|
|
24,831
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest
(1)
|
1,808
|
|
|
1,809
|
|
|
2,403
|
|
|
2,587
|
|
|
2,520
|
|
|
2,413
|
|
|
2,325
|
|
|||||||
Interest component of rent
|
650
|
|
|
632
|
|
|
862
|
|
|
836
|
|
|
916
|
|
|
933
|
|
|
859
|
|
|||||||
Total fixed charges
|
2,458
|
|
|
2,441
|
|
|
3,265
|
|
|
3,423
|
|
|
3,436
|
|
|
3,346
|
|
|
3,184
|
|
|||||||
Income before income taxes and fixed charges
|
$
|
14,130
|
|
|
$
|
16,840
|
|
|
$
|
23,076
|
|
|
$
|
24,636
|
|
|
$
|
27,440
|
|
|
$
|
27,251
|
|
|
$
|
28,015
|
|
Ratio of earnings to fixed charges
|
5.7
|
|
|
6.9
|
|
|
7.1
|
|
|
7.2
|
|
|
8.0
|
|
|
8.1
|
|
|
8.8
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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: December 1, 2017
|
/s/ C. Douglas McMillon
|
|
C. Douglas McMillon
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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: December 1, 2017
|
/s/ M. Brett Biggs
|
|
M. Brett Biggs
Executive Vice President and Chief Financial Officer
|
/s/ C. Douglas McMillon
|
C. Douglas McMillon
President and Chief Executive Officer
|
/s/ M. Brett Biggs
|
M. Brett Biggs
Executive Vice President and Chief Financial Officer
|