Notes to Condensed Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The Condensed Consolidated Financial Statements of Walmart Inc. and its subsidiaries ("Walmart" or the "Company") and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form
10-K
for the fiscal year ended
January 31, 2019
("fiscal
2019
"). Therefore, the interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form
10-K
.
The Company's Consolidated Financial Statements are based on a fiscal year ending
January 31
for the United States ("U.S.") and Canadian operations. The Company consolidates all other operations generally using a one-month lag and based on a calendar year. There were no significant intervening events during the month of
April
related to the operations consolidated using a lag that materially affected the Condensed Consolidated Financial Statements.
The Company's business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as weather patterns. Historically, the Company's highest sales volume and operating income have occurred in the fiscal quarter ending January 31.
Restricted Cash
Restricted cash held outside of cash and cash equivalents was
$37 million
and
$34 million
as of
April 30, 2019
and
January 31, 2019
, respectively, and was primarily recorded in prepaid expenses and other in the Condensed Consolidated Balance Sheets. Restricted cash held outside of cash and cash equivalents was
$300 million
as of April 30, 2018 and January 31, 2018, respectively, and was primarily recorded in other long-term assets in the Condensed Consolidated Balance Sheets.
Inventories
At
April 30, 2019
and
January 31, 2019
, the Company's inventories valued at LIFO approximated those inventories as if they were valued at FIFO.
Leases
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
, which requires lease assets and liabilities to be recorded on the balance sheet. The Company adopted this ASU and related amendments as of February 1, 2019 under the modified retrospective approach and elected certain practical expedients permitted under the transition guidance, including to retain the historical lease classification as well as relief from reviewing expired or existing contracts to determine if they contain leases. For leases subject to index or rate adjustments, the most current index or rate adjustments were included in the measurement of operating lease obligations at adoption.
The adoption of this ASU and related amendments resulted in a
$14.8 billion
increase to total assets and a
$15.1 billion
increase to total liabilities as of April 30, 2019. The Company recognized
$16.8 billion
and
$17.5 billion
of operating lease right-of-use assets and operating lease obligations, respectively, and removed
$2.2 billion
and
$1.7 billion
, respectively, of assets and liabilities related to financial obligations connected with the construction of leased stores. Several other asset and liability line items in the Company's Condensed Consolidated Balance Sheet were also impacted by immaterial amounts. Additionally, the adoption resulted in a cumulative-effect adjustment to retained earnings of approximately
$0.3 billion
, net of tax, which primarily consisted of the recognition of impairment. The Company’s Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Cash Flows were immaterially impacted. Updated accounting policies as a result of the adoption of this ASU are described below.
Note 10
provides additional lease disclosures.
For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease. The Company records right-of-use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future minimum lease payments over the term of the lease. As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.
Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.
For a majority of all classes of underlying assets, the Company has elected to not separate lease from non-lease components. For leases in which the lease and non-lease components have been combined, the variable lease expense includes expenses such as common area maintenance, utilities, and repairs and maintenance.
Revenue Recognition
Contract Balances
Contract balances as a result of transactions with customers primarily consist of receivables included in receivables, net, and deferred gift card revenue included in accrued liabilities in the Company's Condensed Consolidated Balance Sheets. The following table provides the Company's receivables and deferred gift card revenue from transactions with customers:
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
April 30, 2019
|
|
January 31, 2019
|
Assets:
|
|
|
|
|
Receivables from transactions with customers, net
|
|
$
|
2,566
|
|
|
$
|
2,538
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
Deferred gift card revenue
|
|
$
|
1,899
|
|
|
$
|
1,932
|
|
Derivatives
In fiscal 2020, the Company adopted ASU 2017-12,
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
. The adoption of the standard had no current or historical impact on the Company's Condensed Consolidated Financial Statements. The Company continues to use qualitative methods to assess the effectiveness of its designated hedging relationships. Upon adopting ASU 2017-12, the Company modified its existing hedge documentation to use a quantitative method for assessing effectiveness when the hedge is subsequently determined to be ineffective under the qualitative method. There were no other significant changes to the Company's accounting policies for derivatives.
Recent Accounting Pronouncements
Financial Instruments
In June 2016, the FASB issued ASU 2016-13,
Financial Instruments–Credit Losses (Topic 326)
, which modifies the measurement of expected credit losses of certain financial instruments. The Company will adopt this ASU on February 1, 2020. Management is currently evaluating this ASU to determine its impact to the Company's Consolidated Financial Statements.
Note 2. Net Income Per Common Share
Basic net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period. Diluted net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards. The Company did not have significant share-based awards outstanding that were anti-dilutive and not included in the calculation of diluted net income per common share attributable to Walmart for the
three months ended
April 30, 2019 and 2018
.
The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income per common share attributable to Walmart:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended April 30,
|
(Amounts in millions, except per share data)
|
|
2019
|
|
2018
|
Numerator
|
|
|
|
|
Consolidated net income
|
|
$
|
3,906
|
|
|
$
|
2,276
|
|
Consolidated net income attributable to noncontrolling interest
|
|
(64
|
)
|
|
(142
|
)
|
Consolidated net income attributable to Walmart
|
|
$
|
3,842
|
|
|
$
|
2,134
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
Weighted-average common shares outstanding, basic
|
|
2,869
|
|
|
2,950
|
|
Dilutive impact of share-based awards
|
|
17
|
|
|
17
|
|
Weighted-average common shares outstanding, diluted
|
|
2,886
|
|
|
2,967
|
|
|
|
|
|
|
Net income per common share attributable to Walmart
|
|
|
|
|
Basic
|
|
$
|
1.34
|
|
|
$
|
0.72
|
|
Diluted
|
|
1.33
|
|
|
0.72
|
|
Note 3. Accumulated Other Comprehensive Loss
The following table provides the changes in the composition of total accumulated other comprehensive loss for the
three months ended
April 30, 2019
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2019
|
|
$
|
(12,085
|
)
|
|
$
|
—
|
|
|
$
|
1,395
|
|
|
$
|
(140
|
)
|
|
$
|
(712
|
)
|
|
$
|
(11,542
|
)
|
Other comprehensive income (loss) before reclassifications, net
(1)
|
|
496
|
|
|
—
|
|
|
108
|
|
|
(145
|
)
|
|
(7
|
)
|
|
452
|
|
Reclassifications to income, net
(1)
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
14
|
|
|
8
|
|
|
(1
|
)
|
Balances as of April 30, 2019
|
|
$
|
(11,612
|
)
|
|
$
|
—
|
|
|
$
|
1,503
|
|
|
$
|
(271
|
)
|
|
$
|
(711
|
)
|
|
$
|
(11,091
|
)
|
(1) Income tax impact is immaterial
The following table provides the changes in the composition of total accumulated other comprehensive loss for the
three months ended
April 30, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2018
|
|
$
|
(12,136
|
)
|
|
$
|
1,646
|
|
|
$
|
1,030
|
|
|
$
|
122
|
|
|
$
|
(843
|
)
|
|
$
|
(10,181
|
)
|
Adoption of new accounting standards on February 1, 2018, net
(1) (2)
|
|
89
|
|
|
(1,646
|
)
|
|
93
|
|
|
28
|
|
|
—
|
|
|
(1,436
|
)
|
Other comprehensive income (loss) before reclassifications, net
(1)
|
|
1,302
|
|
|
—
|
|
|
68
|
|
|
(86
|
)
|
|
32
|
|
|
1,316
|
|
Reclassifications to income, net
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
11
|
|
|
20
|
|
Balances as of April 30, 2018
|
|
$
|
(10,745
|
)
|
|
$
|
—
|
|
|
$
|
1,191
|
|
|
$
|
73
|
|
|
$
|
(800
|
)
|
|
$
|
(10,281
|
)
|
(1) Income tax impact is immaterial
(2) Primarily relates to the adoption of ASU 2016-01,
Financial Instruments–Overall
and ASU 2018-02,
Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
Amounts reclassified from accumulated other comprehensive loss to net income for derivative instruments are recorded in interest, net, in the Company's Condensed Consolidated Statements of Income. Amounts reclassified from accumulated other comprehensive loss to net income for the minimum pension liability, as well as the cumulative translation resulting from the disposition of a business, are recorded in other gains and losses in the Company's Condensed Consolidated Statements of Income.
Note 4. Long-term Debt
The following table provides the changes in the Company's long-term debt for the
three months ended
April 30, 2019
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
Long-term debt due within one year
|
|
Long-term debt
|
|
Total
|
Balances as of February 1, 2019
|
|
$
|
1,876
|
|
|
$
|
43,520
|
|
|
$
|
45,396
|
|
Proceeds from issuance of long-term debt
|
|
—
|
|
|
3,978
|
|
|
3,978
|
|
Repayments of long-term debt
|
|
(364
|
)
|
|
—
|
|
|
(364
|
)
|
Other
|
|
(48
|
)
|
|
(73
|
)
|
|
(121
|
)
|
Balances as of April 30, 2019
|
|
$
|
1,464
|
|
|
$
|
47,425
|
|
|
$
|
48,889
|
|
Debt Issuances
Information on long-term debt issued during the
three months ended
April 30, 2019
for general corporate purposes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
Issue Date
|
|
Principal Amount
|
|
Maturity Date
|
|
Fixed vs. Floating
|
|
Interest Rate
|
|
Net Proceeds
|
April 23, 2019
|
|
1,500 USD
|
|
July 8, 2024
|
|
Fixed
|
|
2.850%
|
|
$
|
1,493
|
|
April 23, 2019
|
|
1,250 USD
|
|
July 8, 2026
|
|
Fixed
|
|
3.050%
|
|
1,242
|
|
April 23, 2019
|
|
1,250 USD
|
|
July 8, 2029
|
|
Fixed
|
|
3.250%
|
|
1,243
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
3,978
|
|
These issuances are senior, unsecured notes which rank equally with all other senior, unsecured debt obligations of the Company, and are not convertible or exchangeable. These issuances do not contain any financial covenants and do not restrict the Company's ability to pay dividends or repurchase company stock.
Maturities
The following table provides details of debt repayments during the
three months ended
April 30, 2019
:
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
|
|
|
|
|
|
|
Maturity Date
|
|
Original Amount
|
|
Fixed vs. Floating
|
|
Interest Rate
|
|
Repayment
|
February 1, 2019
|
|
500 USD
|
|
Fixed
|
|
4.125%
|
|
$
|
364
|
|
Total repayment of matured debt
|
|
|
|
|
|
|
|
$
|
364
|
|
Note 5. Fair Value Measurements
Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are:
|
|
•
|
Level 1: observable inputs such as quoted prices in active markets;
|
|
|
•
|
Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and
|
|
|
•
|
Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.
|
The Company has equity investments, primarily its investment in JD.com, Inc. ("JD"), measured at fair value on a recurring basis included in other long-term assets in the accompanying Condensed Consolidated Balance Sheet as follows:
|
|
•
|
The purchased portion of the investment in JD measured using Level 1 inputs, and
|
|
|
•
|
The portion of the investment in JD received in exchange for selling certain assets related to Yihaodian, the Company's former eCommerce operations in China, measured using Level 2 inputs. Fair value is determined primarily using quoted prices in active markets for similar assets.
|
Information for the fair value of the Company's investment in JD is as follows:
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
Fair Value as of April 30, 2019
|
|
Fair Value as of January 31, 2019
|
Investment in JD measured using Level 1 inputs
|
|
$
|
2,181
|
|
|
$
|
1,791
|
|
Investment in JD measured using Level 2 inputs
|
|
2,185
|
|
|
1,792
|
|
Total
|
|
$
|
4,366
|
|
|
$
|
3,583
|
|
The changes in fair value for the Company's investment in JD is included in other gains and losses in the Company's Condensed Consolidated Statements of Income.
The Company also holds derivative instruments. Derivative fair values are the estimated amounts the Company would receive or pay upon termination of the related derivative agreements as of the reporting dates. The fair values have been measured using the income approach and Level 2 inputs, which include the relevant interest yield and foreign currency forward curves. As of
April 30, 2019
and
January 31, 2019
, the notional amounts and fair values of these derivatives were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2019
|
|
January 31, 2019
|
(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
|
$
|
4,000
|
|
|
$
|
(42
|
)
|
|
$
|
4,000
|
|
|
$
|
(78
|
)
|
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as net investment hedges
|
2,250
|
|
|
392
|
|
|
2,250
|
|
|
334
|
|
Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges
|
4,090
|
|
|
(408
|
)
|
|
4,173
|
|
|
(272
|
)
|
Total
|
$
|
10,340
|
|
|
$
|
(58
|
)
|
|
$
|
10,423
|
|
|
$
|
(16
|
)
|
Nonrecurring Fair Value Measurements
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company's assets and liabilities are also subject to nonrecurring fair value measurements. Generally, fair value measurements on a nonrecurring basis are required as a result of impairment charges or business acquisitions. The Company did not have any material assets or liabilities subject to nonrecurring fair value measurements as of
April 30, 2019
or
January 31, 2019
, respectively.
Other Fair Value Disclosures
The Company records cash and cash equivalents, restricted cash, and short-term borrowings at cost. The carrying values of these instruments approximate their fair value due to their short-term maturities.
The Company's long-term debt is also recorded at cost. The fair value is estimated using Level 2 inputs based on the Company's current incremental borrowing rate for similar types of borrowing arrangements. The carrying value and fair value of the Company's long-term debt as of
April 30, 2019
and
January 31, 2019
, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2019
|
|
January 31, 2019
|
(Amounts in millions)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
Long-term debt, including amounts due within one year
|
|
$
|
48,889
|
|
|
$
|
53,707
|
|
|
$
|
45,396
|
|
|
$
|
49,570
|
|
Note 6. Derivative Financial Instruments
In connection with various derivative agreements, including master netting arrangements, the Company held cash collateral from counterparties of
$209 million
and
$220 million
at
April 30, 2019
and
January 31, 2019
, respectively. Furthermore, as part of the master netting arrangements with each of these counterparties, the Company is also required to post collateral with a counterparty if the Company's net derivative liability position exceeds
$150 million
with such counterparties. The Company did not have any cash collateral posted with counterparties at
April 30, 2019
or
January 31, 2019
, respectively.
At
April 30, 2019
and
January 31, 2019
, the Company had
¥180 billion
of outstanding long-term debt designated as a hedge of its net investment in Japan, as well as outstanding long-term debt of
£1.7 billion
at
April 30, 2019
and
January 31, 2019
, that was designated as a hedge of its net investment in the United Kingdom. These nonderivative net investment hedges will mature on dates ranging from
July 2020
to
January 2039
.
The Company's derivative instruments, as well as its nonderivative debt instruments designated and qualifying as net investment hedges, were classified as follows in the Company's Condensed Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2019
|
|
January 31, 2019
|
(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 long-term assets
|
$
|
—
|
|
|
$
|
392
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
334
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes and other
|
42
|
|
|
—
|
|
|
449
|
|
|
78
|
|
|
—
|
|
|
350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonderivative hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
—
|
|
|
3,794
|
|
|
—
|
|
|
—
|
|
|
3,863
|
|
|
—
|
|
Amounts related to the Company's derivatives expected to be reclassified from accumulated other comprehensive loss to net income during the next 12 months are not significant.
Note 7. Contingencies
Legal Proceedings
The Company is involved in a number of legal proceedings. The Company has made accruals with respect to these matters, where appropriate, which are reflected in the Company's Condensed Consolidated Financial Statements. For some matters, a liability is not probable or the amount cannot be reasonably estimated and therefore an accrual has not been made. However, where a liability is reasonably possible and may be material, such matters have been disclosed. The Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders.
Unless stated otherwise, the matters discussed below, if decided adversely to or settled by the Company, individually or in the aggregate, may result in a liability material to the Company's financial condition or results of operations.
ASDA Equal Value Claims
ASDA Stores Ltd. ("Asda"), a wholly-owned subsidiary of the Company, is a defendant in over
30,000
equal value ("Equal Value") claims that began in 2008 and are proceeding before an Employment Tribunal in Manchester (the "Employment Tribunal") in the United Kingdom ("UK") on behalf of current and former Asda store employees, and further claims may be asserted in the future. The claimants allege that the work performed by female employees in Asda's retail stores is of equal value in terms of, among other things, the demands of their jobs compared to that of male employees working in Asda's warehouse and distribution facilities, and that the disparity in pay between these different job positions is not objectively justified. As a result, claimants are requesting differential back pay based on higher wage rates in the warehouse and distribution facilities and higher wage rates on a prospective basis.
In March 2015, Asda asked the Employment Tribunal to stay all proceedings and to "strike out" substantially all of the claims because the claimants had not adhered to the Tribunal's procedural rule for including multiple claimants on the same claim form. In July 2015, the Employment Tribunal denied Asda's requests. Following additional proceedings, in June 2017 the Employment Appeal Tribunal ruled in favor of Asda on the "strike out" issue and remitted the matter to the Employment Tribunal to determine whether the improperly filed claims should be struck out. In October 2018, claimants appealed this ruling to the Court of Appeals and in January 2019, the Court of Appeals declined to strike out any claims relying on the Employment Tribunal’s finding that claimants had not deliberately disregarded the Tribunal’s procedural rule.
As to the initial phase of the Equal Value claims, in October 2016 following a preliminary hearing, the Employment Tribunal ruled that claimants could compare their positions in Asda's retail stores with those of employees in Asda's warehouse and distribution facilities. In August 2017, the Employment Appeal Tribunal affirmed the Employment Tribunal's ruling and also granted permission for Asda to appeal substantially all of its findings. Asda sought permission to appeal the remainder of the Employment Appeal Tribunal's findings to the Court of Appeals and a hearing before the Court of Appeals on the comparability findings was held in October 2018. The Court of Appeals upheld the Employment Tribunal’s findings. Asda sought permission to appeal the Court of Appeals decision to the Supreme Court on February 27, 2019 and is awaiting a decision on its application.
Claimants are now proceeding in the next phase of their claims. That phase will determine whether the work performed by the claimants is of equal value to the work performed by employees in Asda's warehouse and distribution facilities.
At present, the Company cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise from these proceedings. The Company believes it has substantial factual and legal defenses to these claims, and intends to defend the claims vigorously.
National Prescription Opiate Litigation and Related Matters
In December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous lawsuits filed against a wide array of defendants by various plaintiffs, including counties, cities, healthcare providers, Native American tribes, individuals, and third-party payors, asserting claims generally concerning the impacts of widespread opioid abuse. The consolidated multidistrict litigation is entitled
In re National Prescription Opiate Litigation
(MDL No. 2804) and is pending in the U.S. District Court for the Northern District of Ohio. The Company is named as a defendant in some of the cases included in this multidistrict litigation. Similar cases that name the Company have also been filed in state courts by state, local and tribal governments, health care providers and other plaintiffs. Plaintiffs are seeking compensatory and punitive damages, as well as injunctive relief including abatement. The Company cannot predict the number of such claims that may be filed, but believes it has substantial factual and legal defenses to these claims, and intends to defend the claims vigorously. The Company has also been responding to subpoenas, information requests and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids. The Company cannot reasonably estimate any loss or range of loss that may arise from these matters. Accordingly, the Company can provide no assurance as to the scope and outcome of these matters and no assurance as to whether its business, financial position, results of operations or cash flows will not be materially adversely affected.
FCPA Investigation and Related Matters
The Audit Committee (the "Audit Committee") of the Board of Directors of the Company has been conducting an internal investigation into, among other things, alleged violations of the U.S. Foreign Corrupt Practices Act ("FCPA") and other alleged crimes or misconduct in connection with foreign subsidiaries, including Wal-Mart de México, S.A.B. de C.V. ("Walmex"), and whether prior allegations of such violations and/or misconduct were appropriately handled by the Company. The Audit Committee and the Company engaged outside counsel from a number of law firms and other advisors who assisted in the investigation of these matters.
The Company also conducted a voluntary global review of its policies, practices and internal controls for anti-corruption compliance and, as part of that review, strengthened and enhanced its global anti-corruption compliance program through appropriate remedial anti-corruption measures. In November 2011, the Company voluntarily disclosed that investigative activity to the U.S. Department of Justice (the "DOJ") and the Securities and Exchange Commission (the "SEC"). Since the implementation of the global review and the enhanced anti-corruption compliance program, the Audit Committee and the Company identified or were made aware of additional allegations regarding potential violations of the FCPA. When such allegations were reported or identified, the Audit Committee and the Company, together with their third-party advisors, conducted inquiries and investigations. Inquiries or investigations regarding allegations of potential FCPA violations were conducted in a number of foreign markets where the Company operates or has operated, including, but not limited to, Brazil, China and India.
As previously disclosed, the Company is under investigation by the DOJ and the SEC regarding possible violations of the FCPA. The Company has been cooperating with the agencies and discussions have been ongoing regarding the resolution of these matters. These discussions progressed to a point that, in fiscal 2018, the Company reasonably estimated a probable loss and recorded an aggregate accrual of
$283 million
with respect to these matters (the "Accrual"). While the Company believes the final resolution of these matters is nearing a conclusion, there can be no assurance as to the timing or the terms of the final resolution of these matters.
A number of federal and local government agencies in Mexico also investigated these matters. Walmex cooperated with the Mexican governmental agencies that conducted these investigations.
Furthermore, lawsuits relating to the matters under investigation were filed by several of the Company's shareholders against Walmart, certain current and former directors and former officers and certain of Walmex's former officers. These matters have been resolved.
Existing lawsuits relating to the allegations have been resolved, but the Company could be exposed to a variety of negative consequences as a result of the matters noted above. There could be one or more enforcement actions or lawsuits in respect of the matters that are the subject of some or all of the on-going government investigations, and such actions, if brought, may result in judgments, settlements, fines, penalties, injunctions, cease and desist orders, debarment or other relief, criminal convictions and/or penalties. The Company expects that there will be on-going media and governmental interest, including additional news articles on these matters, which could impact the perception among certain audiences of the Company's role as a corporate citizen.
In addition, the Company has incurred and expects to continue to incur costs in responding to requests for information or subpoenas seeking documents, testimony and other information in connection with the government investigations and in conducting the investigations. These costs will be expensed as incurred. For the
three months ended
April 30, 2019 and 2018
, the Company incurred the following third-party expenses in connection with the FCPA investigation and related matters:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended April 30,
|
(Amounts in millions)
|
|
2019
|
|
2018
|
Ongoing inquiries and investigations
|
|
$
|
2
|
|
|
$
|
4
|
|
Global compliance program and organizational enhancements
|
|
2
|
|
|
3
|
|
Total
|
|
$
|
4
|
|
|
$
|
7
|
|
The Company does not presently believe that these matters, including the payment of the Accrual at some point-in-time in the future, will have a material adverse effect on its
business, financial position, results of operations or cash flows
, although given the inherent uncertainties in such situations, the Company can provide no assurance that these matters will not be material to its
business, financial position, results of operations or cash flows
in the future.
Note 8. Disposals, Acquisitions and Related Items
The following disposals, acquisitions and related items pertain to the Company's Walmart International segment. Other immaterial transactions have also occurred or have been announced.
Walmart Brazil
In August 2018, the Company sold an
80 percent
stake of Walmart Brazil to Advent International ("Advent"). Under the terms, Advent agreed to contribute additional capital to the business over a three-year period and Walmart agreed to indemnify Advent for certain matters. Additionally, the Company may receive up to approximately
$250 million
in contingent consideration.
As a result, the Company
recorded a pre-tax net loss of
$4.8 billion
during the second quarter of fiscal 2019 in other gains and losses in the Company's Condensed Consolidated Statement of Income.
In calculating the loss, the fair value of the disposal group was reduced by
$0.8 billion
related to an indemnity, for which a liability was recognized upon closing and is recorded in deferred income taxes and other in the Company's Condensed Consolidated Balance Sheets. The Company indemnified Advent for certain pre-closing tax and legal contingencies and other matters for up to
R$2.3 billion
, adjusted for interest based on the Brazilian interbank deposit rate.
The Company deconsolidated the financial statements of Walmart Brazil during the third quarter of fiscal 2019 and began accounting for its remaining
20 percent
ownership interest using the equity method of accounting. This equity method investment was determined to have no fair value and continues to have no carrying value.
Flipkart
In August 2018, the Company acquired
81 percent
of the outstanding shares, or
77 percent
of the diluted shares, of Flipkart,
an Indian-based eCommerce marketplace
, for cash consideration of approximately
$16 billion
. The acquisition increases the Company's investment in India, a large, growing economy. The purchase price allocation, which is still preliminary primarily due to certain tax items, is as follows:
|
|
•
|
Assets of
$24.1 billion
, which comprise primarily of
$2.2 billion
in cash and cash equivalents,
$2.8 billion
in other current assets,
$5.0 billion
in intangible assets and
$13.5 billion
in goodwill. Of the intangible assets,
$4.7 billion
represents the fair value of trade names, each with an indefinite life, which were estimated using the income approach based on Level 3 unobservable inputs. The remaining
$0.3 billion
of intangible assets primarily relate to acquired technology with a life of 3 years. The goodwill arising from the acquisition consists largely of anticipated synergies and economies of scale primarily related to procurement and logistics and is not expected to be deductible for tax purposes;
|
|
|
•
|
Liabilities of
$3.7 billion
, which comprise primarily of
$1.8 billion
of current liabilities and
$1.8 billion
of deferred income taxes; and
|
|
|
•
|
Noncontrolling interest of
$4.3 billion
, for which the fair value was estimated using the income approach based on Level 3 unobservable inputs.
|
Asda
In April 2019, the Company announced the termination of a previously announced merger agreement that would have provided for the combination of J Sainsbury plc and Asda Group Limited, the Company's U.K. subsidiary. As the proposed transaction had not yet met the held for sale criteria, the announcement of its termination had no impact on the Company's Condensed Consolidated Financial Statements.
Note 9. Segments and Disaggregated Revenue
Segments
The Company is engaged in the operation of retail, wholesale and other units, as well as eCommerce websites, located throughout the U.S., Africa, Argentina, Canada, Central America, Chile, China, India, Japan, Mexico, and the United Kingdom, as well as Brazil until the sale of the majority stake discussed in
Note 8
. The Company's operations are conducted in three reportable segments: Walmart U.S., Walmart International and Sam's Club. The Company defines its segments as those operations whose results the chief operating decision maker ("CODM") regularly reviews to analyze performance and allocate resources. The Company sells similar individual products and services in each of its segments. It is impractical to segregate and identify revenues for each of these individual products and services.
The Walmart U.S. segment includes the Company's mass merchant concept in the U.S., as well as eCommerce and omni-channel initiatives. The Walmart International segment consists of the Company's operations outside of the U.S., as well as eCommerce and omni-channel initiatives. The Sam's Club segment includes the warehouse membership clubs in the U.S., as well as samsclub.com and omni-channel initiatives. Corporate and support consists of corporate overhead and other items not allocated to any of the Company's segments.
The Company measures the results of its segments using, among other measures, each segment's net sales and operating income, which includes certain corporate overhead allocations. From time to time, the Company revises the measurement of each segment's operating income, including any corporate overhead allocations, as determined by the information regularly reviewed by its CODM. When the measurement of a segment changes, previous period amounts and balances are reclassified to be comparable to the current period's presentation.
Net sales by segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended April 30,
|
(Amounts in millions)
|
|
2019
|
|
2018
|
Net sales:
|
|
|
|
|
Walmart U.S.
|
|
$
|
80,344
|
|
|
$
|
77,748
|
|
Walmart International
|
|
28,775
|
|
|
30,260
|
|
Sam's Club
|
|
13,830
|
|
|
13,622
|
|
Net sales
|
|
$
|
122,949
|
|
|
$
|
121,630
|
|
Operating income by segment, as well as operating loss for corporate and support, interest, net and other gains and losses are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended April 30,
|
(Amounts in millions)
|
|
2019
|
|
2018
|
Operating income (loss):
|
|
|
|
|
Walmart U.S.
|
|
$
|
4,142
|
|
|
$
|
3,927
|
|
Walmart International
|
|
738
|
|
|
1,265
|
|
Sam's Club
|
|
451
|
|
|
325
|
|
Corporate and support
|
|
(386
|
)
|
|
(363
|
)
|
Operating income
|
|
4,945
|
|
|
5,154
|
|
Interest, net
|
|
625
|
|
|
487
|
|
Other (gains) and losses
|
|
(837
|
)
|
|
1,845
|
|
Income before income taxes
|
|
$
|
5,157
|
|
|
$
|
2,822
|
|
Disaggregated Revenues
In the following tables, segment net sales are disaggregated by either merchandise category or market. In addition, net sales related to eCommerce are provided for each segment, which include omni-channel sales, where a customer initiates an order online and the order is fulfilled through a store or club.
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
Three Months Ended April 30,
|
Walmart U.S. net sales by merchandise category
|
|
2019
|
|
2018
|
Grocery
|
|
$
|
45,404
|
|
|
$
|
43,860
|
|
General merchandise
|
|
24,607
|
|
|
24,174
|
|
Health and wellness
|
|
9,518
|
|
|
9,128
|
|
Other categories
|
|
815
|
|
|
586
|
|
Total
|
|
$
|
80,344
|
|
|
$
|
77,748
|
|
Of Walmart U.S.'s total net sales, approximately
$4.3 billion
and
$3.2 billion
related to eCommerce for the
three months ended April 30, 2019 and 2018
, respectively.
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
Three Months Ended April 30,
|
Walmart International net sales by market
|
|
2019
|
|
2018
|
Mexico and Central America
|
|
$
|
7,837
|
|
|
$
|
7,684
|
|
United Kingdom
|
|
7,077
|
|
|
7,515
|
|
Canada
|
|
4,122
|
|
|
4,254
|
|
China
|
|
3,063
|
|
|
3,205
|
|
Other
|
|
6,676
|
|
|
7,602
|
|
Total
|
|
$
|
28,775
|
|
|
$
|
30,260
|
|
Of International's total net sales, approximately
$2.5 billion
and
$1.0 billion
related to eCommerce for the
three months ended April 30, 2019 and 2018
, respectively.
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
Three Months Ended April 30,
|
Sam’s Club net sales by merchandise category
|
|
2019
|
|
2018
|
Grocery and consumables
|
|
$
|
8,373
|
|
|
$
|
8,012
|
|
Fuel, tobacco and other categories
|
|
2,777
|
|
|
2,919
|
|
Home and apparel
|
|
1,178
|
|
|
1,202
|
|
Health and wellness
|
|
827
|
|
|
801
|
|
Technology, office and entertainment
|
|
675
|
|
|
688
|
|
Total
|
|
$
|
13,830
|
|
|
$
|
13,622
|
|
Of Sam's Club's total net sales, approximately
$0.7 billion
and
$0.6 billion
related to eCommerce for the
three months ended April 30, 2019 and 2018
, respectively.
Note 10. Leases
The Company leases certain retail locations, distribution and fulfillment centers, warehouses, office spaces, land and equipment throughout the U.S. and internationally.
The Company's lease cost consists of the following:
|
|
|
|
|
|
(Amounts in millions)
|
|
Three Months Ended April 30, 2019
|
Operating lease cost
|
|
$
|
636
|
|
Finance lease cost
|
|
|
|
Amortization of right-of-use assets
|
|
111
|
|
Interest on lease obligations
|
|
77
|
|
Variable lease cost
|
|
167
|
|
Other lease information is as follows:
|
|
|
|
|
|
(Dollar amounts in millions)
|
|
Three Months Ended April 30, 2019
|
Cash paid for amounts included in measurement of lease obligations:
|
|
|
Operating cash flows from operating leases
|
|
$
|
639
|
|
Operating cash flows from finance leases
|
|
49
|
|
Financing cash flows from finance leases
|
|
134
|
|
Assets obtained in exchange for operating lease obligations
|
|
189
|
|
Assets obtained in exchange for finance lease obligations
|
|
95
|
|
Weighted-average remaining lease term - operating leases
|
|
15.8 years
|
|
Weighted-average remaining lease term - finance leases
|
|
14.4 years
|
|
Weighted-average discount rate - operating leases
|
|
5.3
|
%
|
Weighted-average discount rate - finance leases
|
|
9.5
|
%
|
The aggregate annual lease obligations at
April 30, 2019
are as follows:
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
|
|
|
Fiscal Year
|
|
Operating Leases
|
|
Finance Leases
|
Remainder of 2020
|
|
$
|
1,819
|
|
|
$
|
533
|
|
2021
|
|
2,346
|
|
|
676
|
|
2022
|
|
2,105
|
|
|
621
|
|
2023
|
|
1,903
|
|
|
506
|
|
2024
|
|
1,718
|
|
|
447
|
|
Thereafter
|
|
15,699
|
|
|
5,367
|
|
Total undiscounted lease obligations
|
|
25,590
|
|
|
8,150
|
|
Less imputed interest
|
|
(8,123
|
)
|
|
(3,905
|
)
|
Net lease obligations
|
|
$
|
17,467
|
|
|
$
|
4,245
|
|
Upon adoption of ASU 2016-02,
Leases
(Topic 842), the Company's aggregate annual lease obligations includes leases with reasonably assured renewals. The aggregate minimum annual lease rentals as of January 31, 2019 for the remaining contractual term of non-cancelable leases under ASC 840 were as follows:
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
|
|
|
Fiscal Year
|
|
Operating Leases
(1)
|
|
Capital Lease and Financing Obligations
|
2020
|
|
$
|
1,856
|
|
|
$
|
917
|
|
2021
|
|
1,655
|
|
|
856
|
|
2022
|
|
1,420
|
|
|
794
|
|
2023
|
|
1,233
|
|
|
667
|
|
2024
|
|
1,063
|
|
|
593
|
|
Thereafter
|
|
6,891
|
|
|
6,069
|
|
Total minimum rentals
|
|
$
|
14,118
|
|
|
$
|
9,896
|
|
Less estimated executory costs
|
|
|
|
23
|
|
Net minimum lease payments
|
|
|
|
9,873
|
|
Financing obligation noncash gains and other
|
|
|
|
2,278
|
|
Less imputed interest
|
|
|
|
(4,739
|
)
|
Present value of minimum lease payments
|
|
|
|
$
|
7,412
|
|
|
|
(1)
|
Represents minimum contractual obligation for non-cancelable leases with initial or remaining terms greater than 12 months as of
January 31, 2019
.
|