8-K: Current report filing
Published on January 13, 2009
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported):
January
13, 2009
Wal-Mart
Stores, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-06991
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71-0415188
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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702
Southwest 8th Street
Bentonville, Arkansas
72716-0215
(Address
of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code:
(479)
273-4000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other
Events.
Wal-Mart
Stores, Inc.'s (the "Company") shelf registration statement on Form S-3
regarding debt securities expired on December 20, 2008. The Company
anticipates the filing of a new registration statement on Form S-3 for an
indeterminate amount of senior, unsecured debt securities in the near
future. To facilitate the filing of the new Form S-3 shelf
registration statement, the Company is filing this Form 8-K, which includes
reclassification of certain operations as discontinued operations and other
information.
Reclassification of Certain Operations as Discontinued Operations.
The Company
is providing in this Current Report on Form 8-K updated financial information as
of and for the fiscal years ended January 31, 2008, 2007 and 2006, as of and for
the three months ended April 30, 2008 and 2007 and as of and for the three
months and six months ended July 31, 2008 and 2007 to reflect the effects of the
reclassification as discontinued operations of the operations of Gazeley
Limited (“Gazeley”), a former commercial property development subsidiary of
the Company in the United Kingdom, and the costs associated with a restructuring
program of The Seiyu, Ltd. (“Seiyu”), the Company’s Japanese subsidiary
(together, the “Discontinued Operations”).
The
Company disposed of Gazeley during the fiscal quarter ended July 31, 2008, and
Gazeley’s results of operations were first reflected as discontinued operations
in the Company’s condensed consolidated financial statements included in its
Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2008 (the
“2009 Second Quarter 10-Q”). The Company initiated the Seiyu restructuring
program during the fiscal quarter ended October 31, 2008 and, in connection with
that program, Seiyu will close approximately 23 of its stores and dispose of
certain excess properties. As previously disclosed, the Seiyu
restructuring program involves incurring costs associated with lease termination
obligations, asset impairment charges and employee separation
benefits. The costs associated with the Seiyu restructuring program
were first presented as discontinued operations in the Company’s condensed
consolidated financial statements included in its Quarterly Report on Form 10-Q
for the fiscal quarter ended October 31, 2008.
In
connection with these reclassifications of the Discontinued Operations as
discontinued operations in the Company’s consolidated financial statements (the
“Reclassifications”), the Company is providing:
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·
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reclassified
consolidated financial statements of the Company for the dates and periods
that were originally included in the Company’s Annual Report on Form 10-K
for the fiscal year ended January 31, 2008 (the “2008 10-K”), as well as
revised selected financial data, a revised calculation of Ratio of
Earnings to Fixed Charges included in the 2008 10-K and a revised
Management’s Discussion and Analysis of Financial Condition and Results of
Operations relating to certain dates and periods covered by the
reclassified consolidated financial statements of the Company described
above (attached hereto as Exhibit
99.1);
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·
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reclassified
condensed consolidated financial statements of the Company for the dates
and periods that were originally included in the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended April 30, 2008 (the “2009
First Quarter 10-Q”), as well as a revised calculation of Ratio of
Earnings to Fixed Charges for the three months ended April 30, 2008 and
2007 and a revised Management’s Discussion and Analysis of Financial
Condition and Results of Operations relating to the dates and periods
covered by the reclassified condensed consolidated financial statements of
the Company described above (attached hereto as Exhibit 99.2);
and
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·
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reclassified
condensed consolidated financial statements of the Company for the dates
and periods that were originally included in the 2009 Second Quarter 10-Q,
as well as a revised calculation of Ratio of Earnings to Fixed Charges for
the six months ended July 31, 2008 and 2007 and a revised Management’s
Discussion and Analysis of Financial Condition and Results of Operations
relating to the dates and periods covered by the reclassified condensed
consolidated financial statements of the Company described above (attached
hereto as Exhibit 99.3).
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The reclassified consolidated financial
statements of the Company described above have been reclassified solely to
reflect the Reclassifications as of the dates and for the periods covered by
such reclassified consolidated financial statements. Ernst &
Young LLP, the Company’s independent registered public accounting firm that
serves as the Company’s independent auditors, has reissued its report as to its
audit of the consolidated balance sheets of the Company dated as of January 31,
2008 and 2007 and the consolidated statements of income, shareholders’ equity
and cash flows of the Company for each of the three years in the period ended
January 31, 2008, as reclassified as described above. A copy of that
report is included as a part of Exhibit 99.1. For convenience, the
report of Ernst & Young LLP regarding its audit of the internal control over
financial reporting of the Company as of January 31, 2008 and the Company’s
management’s reports to the Company’s shareholders regarding management’s
assessment of the Company’s internal control over financial reporting,
disclosure controls and procedures and ethical standards, in the form in which
those reports were included in the 2008 10-K, are also included as a part of
Exhibit 99.1 hereto.
The other revised financial data and
revised Management’s Discussions and Analyses of Financial Condition and Results
of Operations reflect only those changes as necessary to reflect the
effects of the Reclassifications. The revised financial data and
revised Management’s Discussions and Analyses of Financial Condition and Results
of Operations do not, and should not be deemed to, reflect or take into
account any other facts, events or circumstances with respect to the Company,
its business or operations, its results of operations or financial condition, or
any other matter occurring, arising or existing after the dates and periods to
which the revised information relates.
In providing the reclassified
consolidated financial statements of the Company described above, the Company
does not, and should not be construed to, amend the 2008 10-K, the 2009 First
Quarter 10-Q or the 2009 Second Quarter 10-Q. The reclassified
consolidated financial statements of the Company and other revised information
provided by this report supersede the corresponding consolidated financial
statements and other information in those reports that have been
revised.
The Reclassifications did not affect
the Company’s net income per common share (either on a basic or diluted basis)
in any of the periods referred to above and did not have a material or
significant effect on the Company’s consolidated operating income or the
consolidated cash flows of the Company . The reclassified
consolidated balance sheets of the Company also reflect the reclassification of
certain assets and liabilities related to the discontinued operations of Gazeley
and Seiyu as current and non-current assets of discontinued operations and
current and non-current liabilities of discontinued operations. The
amounts of the Gazeley and Seiyu assets and liabilities reclassified in that
manner were not significant to the consolidated financial condition of the
Company as of the dates of the reclassified consolidated balance
sheets.
Settlement of
Certain Wage and Hour Lawsuits.
On December
23, 2008, the Company and attorneys for the plaintiffs jointly announced the
settlement of 63 wage and hour class action lawsuits that have been pending
against the Company for several years. Each of the settlements is
subject to approval by the trial court, and the total amount to be paid will
depend on the amount of claims that are submitted by class
members. Under the settlements, the total to be paid will be at least
$352 million, but no more than $640 million. As a result of the settlement, the
Company will record an after-tax charge to continuing operations in the fiscal
quarter to end January 31, 2009 of approximately $250
million.
1
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
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99.1
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Reclassified
Consolidated Financial Statements of the Company as of January 31, 2008
and 2007 and for the fiscal years ended January 31, 2008, 2007 and 2006
and the notes thereto, and revised selected financial data, a revised
Management’s Discussion and Analysis of Financial Conditions and Results
of Operations, a revised calculation of Ratio of Earnings to Fixed Charges
relating to such dates and periods and the Report of Ernst & Young
LLP
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99.2
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Reclassified Condensed
Consolidated Financial Statements of the Company as of and for the three
months ended April 30, 2008 and 2007 and the notes thereto, and a revised
Management’s Discussion and Analysis of Financial Conditions and Results
of Operations and a revised calculation of Ratio of Earnings to Fixed
Charges relating to such dates and
periods
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99.3
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Reclassified Condensed
Consolidated Financial Statements of the Company as of and for the three
months and six months ended July 31, 2008 and 2007 and the notes thereto,
and a revised Management’s Discussion and Analysis of Financial Conditions
and Results of Operations and a revised calculation of Ratio of Earnings
to Fixed Charges relating to such dates and
periods
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99.4
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Consent
of Ernst & Young LLP
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: January
13, 2009
WAL-MART
STORES,
INC.
By: /s/ Steven P.
Whaley
Name: Steven P.
Whaley
Title: Senior Vice President and
Controller
INDEX
TO EXHIBITS
Exhibit
Number Description
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99.1
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Reclassified
Consolidated Financial Statements of the Company as of January 31, 2008
and 2007 and for the three years ended January 31, 2008, 2007 and 2006 and
the notes thereto, and revised selected financial data, a revised
Management’s Discussion and Analysis of Financial Conditions and Results
of Operations, a revised calculation of Ratio of Earnings to Fixed Charges
relating to such dates and periods and the Report of Ernst & Young
LLP
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99.2
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Reclassified
Condensed Consolidated Financial Statements of the Company as of and for
the three months ended April 30, 2008 and 2007 and the notes thereto, and
a revised Management’s Discussion and Analysis of Financial Conditions and
Results of Operations and a revised calculation of Ratio of Earnings to
Fixed Charges relating to such dates and
periods
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99.3
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Reclassified Condensed
Consolidated Financial Statements of the Company as of and for the three
months and six months ended July 31, 2008 and 2007 and the notes thereto,
and a revised Management’s Discussion and Analysis of Financial Conditions
and Results of Operations and a revised calculation of Ratio of Earnings
to Fixed Charges relating to such dates and
periods
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99.4
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Consent
of Ernst & Young LLP
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