10-Q 1 d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


(Mark One)

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

For the quarterly period ended April 30, 2007.

or

 

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

For the transition period from              to             .

Commission file number 1-6991

 


LOGO

WAL-MART STORES, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   71-0415188

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

702 S.W. 8th Street

Bentonville, Arkansas

  72716
(Address of principal executive offices)   (Zip Code)

(479) 273-4000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 


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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (See definition of “accelerated filer and large accelerated filer” as defined in Rule 12b-2 of the Exchange Act). Check One:

Large Accelerated Filer  x    Accelerated Filer  ¨    Non-Accelerated Filer  ¨

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

Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common Stock, $.10 Par Value – 4,108,777,695 shares as of May 24, 2007.

 



PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

WAL-MART STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in millions except per share data)

 

     Three Months Ended
April 30,
 
   2007     2006  

Revenues:

    

Net sales

   $ 85,387     $ 78,835  

Membership and other income

     1,023       841  
                
     86,410       79,676  

Costs and expenses:

    

Cost of sales

     65,311       60,237  

Operating, selling, general and administrative expenses

     16,249       14,944  
                

Operating income

     4,850       4,495  

Interest:

    

Debt

     406       367  

Capital leases

     69       69  

Interest income

     (83 )     (68 )
                

Interest, net

     392       368  
                

Income from continuing operations before income taxes and minority interest

     4,458       4,127  

Provision for income taxes

     1,532       1,388  
                

Income from continuing operations before minority interest

     2,926       2,739  

Minority interest

     (100 )     (79 )
                

Income from continuing operations

     2,826       2,660  

Discontinued operations, net of tax

     —         (45 )
                

Net income

   $ 2,826     $ 2,615  
                

Net income per common share:

    

Basic income per common share from continuing operations

   $ 0.69     $ 0.64  

Basic loss per common share from discontinued operations

     —         (0.01 )
                

Basic net income per common share

   $ 0.69     $ 0.63  
                

Diluted income per common share from continuing operations

   $ 0.68     $ 0.64  

Diluted loss per common share from discontinued operations

     —         (0.01 )
                

Diluted net income per common share

   $ 0.68     $ 0.63  
                

Weighted-average number of common shares:

    

Basic

     4,122       4,167  

Diluted

     4,128       4,170  

Dividends declared per common share

   $ 0.88     $ 0.67  

 

2


WAL-MART STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in millions)

 

     April 30,
2007
    April 30,
2006
    January 31,
2007
 

ASSETS

      

Current assets:

      

Cash and cash equivalents

   $ 6,563     $ 5,690     $ 7,373  

Receivables

     2,924       2,430       2,840  

Inventories

     35,200       31,900       33,685  

Prepaid expenses and other

     2,892       2,885       2,690  

Current assets of discontinued operations

     —         2,557       —    
                        

Total current assets

     47,579       45,462       46,588  

Property and equipment, at cost

     112,972       98,633       109,798  

Less accumulated depreciation

     (25,713 )     (21,988 )     (24,408 )
                        

Property and equipment, net

     87,259       76,645       85,390  

Property under capital leases

     5,445       5,552       5,392  

Less accumulated amortization

     (2,420 )     (2,197 )     (2,342 )
                        

Property under capital leases, net

     3,025       3,355       3,050  

Goodwill

     14,585       12,807       13,759  

Other assets and deferred charges

     2,974       2,216       2,406  
                        

Total assets

   $ 155,422     $ 140,485     $ 151,193  
                        

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Current liabilities:

      

Commercial paper

   $ 4,627     $ 3,653     $ 2,570  

Accounts payable

     27,562       25,115       28,090  

Dividends payable

     3,088       2,304       —    

Accrued liabilities

     13,407       12,602       14,675  

Accrued income taxes

     1,558       1,969       706  

Long-term debt due within one year

     4,212       5,528       5,428  

Obligations under capital leases due within one year

     246       239       285  

Current liabilities of discontinued operations

     —         587       —    
                        

Total current liabilities

     54,700       51,997       51,754  

Long-term debt

     29,567       25,036       27,222  

Long-term obligations under capital leases

     3,548       3,920       3,513  

Deferred income taxes and other

     5,426       4,678       4,971  

Minority interest

     2,270       1,540       2,160  

Commitments and contingencies

      

Shareholders' equity:

      

Common stock and capital in excess of par value

     3,284       3,070       3,247  

Retained earnings

     53,956       49,020       55,818  

Accumulated other comprehensive income

     2,671       1,224       2,508  
                        

Total shareholders’ equity

     59,911       53,314       61,573  
                        

Total liabilities and shareholders’ equity

   $ 155,422     $ 140,485     $ 151,193  
                        

 

3


WAL-MART STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in millions)

 

     Three Months Ended
April 30,
 
   2007     2006  

Cash flows from operating activities:

    

Net income

   $ 2,826     $ 2,615  

Loss from discontinued operations, net of tax

     —         45  
                

Income from continuing operations

     2,826       2,660  

Adjustments to reconcile income from continuing operations to net cash provided by operating activities:

    

Depreciation and amortization

     1,488       1,294  

Other

     470       (99 )

Changes in certain assets and liabilities, net of effects of acquisitions:

    

Decrease in accounts receivable

     62       219  

(Increase) decrease in inventories

     (1,280 )     259  

Decrease in accounts payable

     (1,115 )     (442 )

Decrease in accrued liabilities

     (604 )     (103 )
                

Net cash provided by operating activities of continuing operations

     1,847       3,788  

Net cash used in operating activities of discontinued operations

     —         (48 )
                

Net cash provided by operating activities

     1,847       3,740  

Cash flows from investing activities:

    

Payments for property and equipment

     (3,157 )     (3,210 )

Proceeds from disposal of property and equipment

     170       257  

Investment in international operations, net of cash acquired

     (466 )     (68 )

Other investing activities

     11       67  
                

Net cash used in investing activities of continuing operations

     (3,442 )     (2,954 )

Net cash used in investing activities of discontinued operations

     —         (9 )
                

Net cash used in investing activities

     (3,442 )     (2,963 )

Cash flows from financing activities:

    

Increase (decrease) in commercial paper

     1,988       (112 )

Proceeds from issuance of long-term debt

     3,170       1,284  

Payment of long-term debt

     (2,232 )     (1,757 )

Dividends paid

     (908 )     (698 )

Purchase of Company stock

     (943 )     —    

Other financing activities

     (276 )     (87 )
                

Net cash provided by (used in) financing activities

     799       (1,370 )

Effect of exchange rates on cash

     (14 )     37  
                

Net decrease in cash and cash equivalents

     (810 )     (556 )

Cash and cash equivalents at beginning of year (1)

     7,373       6,414  
                

Cash and cash equivalents at end of period (2)

   $ 6,563     $ 5,858  
                

(1) Includes cash and cash equivalents of discontinued operations of $221 million at January 31, 2006.
(2) Includes cash and cash equivalents of discontinued operations of $168 million at April 30, 2006.

 

4


WAL-MART STORES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Basis of Presentation

The Condensed Consolidated Balance Sheets of Wal-Mart Stores, Inc. and its subsidiaries (the “Company”) as of April 30, 2007 and 2006, and the related Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Cash Flows for the three-month periods ended April 30, 2007 and 2006, are unaudited. The Condensed Consolidated Balance Sheet as of January 31, 2007, is derived from the audited financial statements at that date.

In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for a full year.

The condensed consolidated financial statements and notes thereto are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in the Company’s Annual Report to Shareholders for the fiscal year ended January 31, 2007. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report to Shareholders.

NOTE 2. Net Income Per Common Share

Basic net income per common share is based on the weighted-average number of outstanding common shares. Diluted net income per common share is based on the weighted-average number of outstanding shares adjusted for the dilutive effect of stock options and restricted stock grants. The dilutive effect of stock options and restricted stock was 6 million and 3 million shares in the first quarter of fiscal 2008 and 2007, respectively. The Company had approximately 54 million and 62 million option shares outstanding at April 30, 2007 and 2006, respectively, which were not included in the diluted net income per common share calculation because their effect would be antidilutive.

NOTE 3. Inventories

The Company values inventories at the lower of cost or market as determined primarily by the retail method of accounting, using the last-in, first-out (“LIFO”) method for substantially all of the Wal-Mart Stores segment’s merchandise inventories. The Sam’s Club segment’s merchandise and merchandise in our distribution warehouses are valued based on the weighted-average cost using the LIFO method. Inventories of foreign operations are primarily valued by the retail method of accounting, using the first-in, first-out (“FIFO”) method. At April 30, 2007 and 2006, our inventories valued at LIFO approximate those inventories as if they were valued at FIFO.

NOTE 4. Discontinued Operations

During fiscal 2007, the Company disposed of its operations in South Korea and Germany, which were included in our International segment. Consequently, the net losses and cash flow items related to these operations are presented as discontinued operations in our Condensed Consolidated Statements of Income and our Condensed Consolidated Statements of Cash Flows for all periods presented. Additionally, the asset groups disposed of are reported as assets and liabilities of discontinued operations in our Condensed Consolidated Balance Sheet as of April 30, 2006.

Included in discontinued operations as presented in the Company’s Condensed Consolidated Statement of Income for the quarter ended April 30, 2006, are net sales of $778 million and net losses of $45 million from our South Korean and German operations.

 

5


NOTE 5. Acquisitions

In February 2007, the Company announced the purchase of a 35% interest in Bounteous Company Ltd. (“BCL”). BCL operates 101 hypermarkets in 34 cities in China under the Trust-Mart banner. The purchase price for the 35% interest was $264 million. Also in February 2007, the Company paid $376 million to purchase a loan issued to the selling BCL shareholders that is secured by the pledge of the remaining equity of BCL. Concurrent with the initial investment in BCL, the Company entered into a stockholders agreement which provides the Company with voting rights associated with a portion of the common stock of BCL securing the loan, amounting to an additional 30% of the aggregate outstanding shares. Pursuant to the purchase agreement, the Company is committed to purchase the remaining interest in BCL on or before February 2010 subject to certain conditions. The final purchase price for the remaining interest will be approximately $320 million, net of loan repayments and subject to reduction under certain circumstances.

After closing on the acquisition, the Company began consolidating BCL using a December 31 fiscal year-end. The Company’s Condensed Consolidated Statement of Income for the quarter ended April 30, 2007 includes the results of BCL for the period commencing upon the acquisition of the Company’s interest in BCL and ending March 31, 2007. BCL’s results of operations were not material to the Company. Assets recorded in the acquisition were approximately $1.2 billion, including approximately $438 million in goodwill, and liabilities assumed were approximately $908 million. The consolidated financial statements of BCL as well as the allocation of the purchase price are preliminary.

NOTE 6. Long-term Debt

During the first three months of fiscal 2008, the Company issued $500 million of 5.000% Notes Due 2012, $1 billion of 5.375% Notes Due 2017 and $750 million of 5.875% Notes Due 2027. Beginning on October 5, 2007, the Company will pay interest on the notes of each series on April 5 and October 5 of each year. Interest started accruing on such notes on April 5, 2007. The 2012 notes will mature on April 5, 2012; the 2017 notes will mature on April 5, 2017; and the 2027 notes will mature on April 5, 2027. Additionally, the Company repaid $1.5 billion in principal for certain notes that matured during the first quarter of fiscal 2008.

NOTE 7. Segments

The Company is principally engaged in the continuing operations of retail stores located in all 50 states of the United States, Argentina, Brazil, Canada, Puerto Rico and the United Kingdom, through joint ventures in China, and through majority-owned subsidiaries in Central America, Japan, China and Mexico. The Company identifies segments based on the information used by our chief operating decision maker to analyze performance and to allocate resources among business units of the Company.

The Wal-Mart Stores segment includes the Comp