Notes to Financial Statements
January 31, 2017
1. Description of the Plan
The following description of the Walmart Puerto Rico 401(k) Plan (the "Plan") provides general information regarding the Plan as in effect on
January 31, 2017
. This document is not part of the Summary Plan Description and is not a document pursuant to which the Plan is maintained within the meaning of Section 402(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Participants should refer to the Plan document for a complete description of the Plan's provisions. To the extent not specifically prohibited by statute or regulation, Wal-Mart Stores, Inc. ("Walmart" or "the Company") reserves the right to unilaterally amend, modify or terminate the Plan at any time; such changes may be applied to all Plan participants and their beneficiaries regardless of whether the participant is actively working or retired at the time of the change. The Plan may not be amended, however, to permit any part of the Plan's assets to be used for any purpose other than for the purpose of paying benefits to participants and their beneficiaries and paying Plan expenses.
General
The Plan is a defined-contribution plan established by the Company on February 1, 1997, as the Wal-Mart Puerto Rico, Inc. 401(k) Retirement Savings Plan. The Plan was amended, effective October 31, 2003, to merge the assets of the Wal-Mart Stores, Inc. Profit Sharing Plan ("Profit Sharing") applicable to Puerto Rico participants into the Plan. In connection with the merger, the Plan was renamed the Wal-Mart Puerto Rico Profit Sharing and 401(k) Plan. Effective
February 1, 2011
, the Plan was amended and restated to add new matching and discretionary contribution components. In connection with the Plan amendment and restatement effective
February 1, 2011
, the Plan was renamed the Walmart Puerto Rico 401(k) Plan. The Plan has a January 31 fiscal year end ("Plan Year").
Each eligible employee who has completed at least 1,000 hours of service in a consecutive 12-month period commencing on date of hire (or during any Plan Year) is eligible to participate in the Plan. Participation may begin on the first day of the month following eligibility. The Plan is subject to the provisions of ERISA.
The responsibility for operation and the investment policy (except for day-to-day investment management and control of assets) is vested in the Plan's Benefits Investment Committee. Benefits Investment Committee members are appointed by the Company's Senior Vice President, Global Benefits or successor title, with ratification of a majority of sitting committee members. The administration of the Plan is vested in the Senior Vice President, Global Benefits or successor title.
Banco Popular de Puerto Rico is the Plan's trustee and The Northern Trust Company ("Northern Trust Company" or the "Custodian") is the custodian. The trustee remits all contributions received from the Company to Northern Trust Company who invests those contributions as directed by participants according to the policies established by the Benefits Investment Committee. The Northern Trust Company has appointed Bank of America, N.A., a subsidiary of Bank of America Corporation, as the sub-custodian of the Plan for the limited purpose of making payouts from the Plan in accordance with the Plan document. Merrill Lynch, Pierce, Fenner & Smith, Inc., which is the record keeper for the Plan, is a subsidiary of Merrill Lynch & Company and ultimately a subsidiary of Bank of America Corporation.
Contributions
Eligible associates may elect to contribute up to 50% of their eligible wages, but are not required to contribute to the Plan. Participants who have attained age 50 before the end of the calendar year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified retirement plans (rollover contributions).
Wal-Mart Puerto Rico, Inc. ("Walmart Puerto Rico"), a wholly owned subsidiary of Wal-Mart Stores, Inc., makes a dollar-for-dollar matching contribution on each participant dollar contributed to the Plan up to six percent of each participant's eligible wages for the Plan Year. Matching contributions are contributed to the Plan each payroll period and are calculated based on each participant's cumulative compensation and cumulative elective and catch-up contributions through such payroll period. The matching contribution is intended to be the primary type of Walmart Puerto Rico contributions to the Plan; however, Walmart Puerto Rico may elect to make additional types of contributions to the Plan. No such additional types of contributions were made for the Plan Year ended
January 31, 2017
, other than a Qualified Non-Elective contribution to assist the Plan in satisfying nondiscrimination testing. All contributions are subject to certain limitations in accordance with provisions of the Puerto Rico Internal Revenue Code of 2011 ("Puerto Rico Code").
Participant Accounts
Each participant's account is adjusted for administrative expenses and earnings (losses). Adjustments are determined by the investments held in each participant's account, the participant's contribution, and an allocation of the Company's contributions to the Plan made on the participant's behalf. Forfeitures of non-vested Profit Sharing contributions are used to pay some Plan expenses or to restore account balances of rehired participants or participants whose distributions were previously unclaimed.
Vesting
Participants are immediately vested in all elective contributions, catch-up contributions, matching contributions, Qualified Non-Elective contributions and rollover contributions.
Payment of Benefits and Withdrawals
Generally, payment upon a participant's separation from the Company (and its controlled group members) is a lump-sum payment in cash for the balance of the participant's vested account. However, participants may elect to receive a single lump-sum payment of their Profit Sharing contributions in whole shares of Wal-Mart Stores, Inc. equity securities, with partial or fractional shares paid in cash, even if such contributions are not invested in Wal-Mart Stores, Inc. equity securities. Participants may also elect to receive a single lump-sum payment of the remainder of their accounts in whole shares of Wal-Mart Stores, Inc. equity securities, with partial or fractional shares paid in cash, but only to the extent such contributions are invested in Wal-Mart Stores, Inc. equity securities as of the date distributions are processed. To the extent the participant's Profit Sharing contributions are not invested in Company common stock, the contributions will automatically be distributed in cash, unless directed otherwise by the participant. Participants may also elect to rollover their account balance into a different tax-qualified retirement plan or individual retirement account upon separation from the Company (and its controlled group members).
The Plan permits withdrawals of active participants' salary reduction contributions and rollover contributions only in amounts necessary to satisfy financial hardship as defined by the Commonwealth of Puerto Rico's Department of Treasury, and loans. In-service withdrawal of vested balances may be elected by participants who have reached 59 1/2 years of age.
Notes Receivable from Participants
Effective February 1, 2016, participants may borrow from their fund accounts a minimum of $1,000 up to generally a maximum of (a) $50,000 or (b) 50% of their vested account balance. The administrative loan origination fee of $50 per general loan and $95 per residential loan is paid by the participant and is deducted from the proceeds of the loan. Participants may only have one general purpose loan and one residential loan outstanding at any time. Loan terms range from one to five years for general purpose loans and one to fifteen years for residential loans. The loans are secured by the balance in the participant's account and bear fixed interest at the prime rate on the last day of the month preceding the month in which the loan is processed for payment, plus one percent. Generally, payments of principal and interest on the loan will be deducted from an employee's regular pay in equal amounts each pay period beginning with the first pay period following the date of the loan.
Plan Termination
While there is no intention to do so, the Company may discontinue the Plan subject to the provisions of the Puerto Rico Code and ERISA. In the event of complete or partial Plan termination, or discontinuance of contributions to the Plan, any unvested amounts in participants' accounts shall become fully vested. The Plan shall remain in effect (unless it is specifically terminated) and the assets shall be administered in the manner provided by the terms of the trust agreement and distributed as soon as administratively feasible.
Investment Options
A participant may direct the Custodian to invest any portion of his or her elective contributions, catch-up contributions, matching contributions, Qualified Non-Elective contributions and rollover contributions in available investment options. Available investment options may change at any time. Participant investment options at
January 31, 2017
, include a variety of equity securities, mutual funds, short term investments and common/collective trusts. Participants may change their selections at any time.
A participant may direct the Custodian to invest any portion of his or her Profit Sharing contributions in available investment options including Wal-Mart Stores, Inc. equity securities or any of the investment options for elective contributions described previously.
Participant investments not directed by the associate are invested by the Custodian as determined by the Benefits Investment Committee.
2. Summary of Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan are prepared utilizing the accrual method of accounting. Wal-Mart Stores, Inc. equity securities, other equity securities, mutual funds, and short term investments are stated at fair value, which equals the exchange quoted market price on the last business day of the Plan Year. Investments in common/collective trust funds are stated at net asset value. Purchases and sales are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Net
appreciation
includes the gains and losses on investments bought and sold as well as held during the year. Benefit payments are recorded when paid. Participant contributions are accrued for payperiods ended prior to the Plan's year-end. Company Contributions are recorded when paid to the Plan. Walmart Puerto Rico contributions to the Plan related to the Plan Year ended
January 31, 2017
, were paid throughout the Plan Year.
Use of Estimates
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires Plan management to use estimates and assumptions that affect the amounts reported in the accompanying financial statements, notes and supplemental schedule. Actual results could differ from these estimates.
Notes Receivable from Participants
Notes receivable from participants are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest
income is recorded when it is earned. Principal and interest from the repayment of loans are allocated to participants'
investment accounts in accordance with each participant's investment election in effect at the repayment date. Related fees are recorded as fees on notes receivable from participants and are recorded when earned. No allowances for credit losses have been recorded as of
January 31, 2017
.
3. Investments
The Custodian holds the Plan's investments and executes all investment transactions. The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market volatility and credit risks. The Plan attempts to limit these risks by authorizing and offering participants a broad range of investment options that are invested in high quality securities or are offered and administered by reputable and known investment and insurance companies. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits. The Plan's exposure to a concentration of risk is limited by the diversification of investments across multiple investment fund options. Additionally, the investments within each investment fund option are further diversified into varied financial instruments.
At
January 31, 2017
and
2016
, participants may allocate their investments among 19 investment funds, (consisting of a variety of underlying equity securities, mutual funds, short term investments and common/collective trusts) and may change their investment elections daily.
4. Fair Value Measurements
The Plan records and discloses certain financial and non-financial assets and liabilities at their fair values. The fair value of an asset is the price at which the asset could be sold in an ordinary transaction between unrelated, knowledgeable and willing parties able to engage in the transaction. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor. 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:
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•
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Level 1: observable inputs such as quoted prices in active markets;
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•
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Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable. There were no Level 2 investments in the Plan as of
January 31, 2017
or
2016
; and
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•
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Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Plan to develop its own assumptions. There were no Level 3 investments in the Plan as of
January 31, 2017
or
2016
.
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The valuation of financial instruments carried at fair value on a recurring basis is as follows:
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Fair Value Measurements as of January 31, 2017
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(Amounts in thousands)
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Level 1
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Total
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Wal-Mart Stores, Inc. Equity Securities (a)
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$
|
12,389
|
|
|
$
|
12,389
|
|
|
Other Equity Securities (a)
|
|
6,812
|
|
|
6,812
|
|
|
Mutual Funds (a)
|
|
7,470
|
|
|
7,470
|
|
|
Total Investments at Fair Value
|
|
26,671
|
|
|
26,671
|
|
|
Common/Collective Trusts measured at Net Asset Value (b)(c)
|
|
|
|
94,727
|
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Total investments
|
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$
|
26,671
|
|
|
$
|
121,398
|
|
|
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(a)
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Fair value is based on quoted price in active market.
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(b)
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Net Asset Value provided by the issuer.
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(c)
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Includes investments in US Equities (Large Cap), US Equities (Small Mid Cap), International Equities, Bond Funds, Short Term Bond Funds, Short Term Investment Funds, Global Listed Infrastructures, Commodities, and Global Real Estate Investments Trusts.
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Fair Value Measurements as of January 31, 2016
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(Amounts in thousands)
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Level 1
|
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Total
|
|
Wal-Mart Stores, Inc. Equity Securities (a)
|
|
$
|
12,591
|
|
|
$
|
12,591
|
|
|
Other Equity Securities (a)
|
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3,177
|
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|
3,177
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Mutual Funds (a)
|
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7,137
|
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|
7,137
|
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Short term investment (a)
|
|
51
|
|
|
51
|
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Total Investments at Fair Value
|
|
22,956
|
|
|
22,956
|
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Common/Collective Trusts measured at Net Asset Value (b)(c)
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93,711
|
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Total investments
|
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$
|
22,956
|
|
|
$
|
116,667
|
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(a)
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Fair value is based on quoted price in active market.
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(b)
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Net Asset Value provided by the issuer.
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(c)
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Includes investments in US Equities (Large Cap), US Equities (Small Mid Cap), International Equities, Bond Funds, Short Term Bond Funds, Short Term Investment Funds, Global Listed Infrastructures, Commodities, and Global Real Estate Investments Trusts.
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5. Differences between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
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(Amounts in thousands)
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January 31,
|
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2017
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2016
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Net assets available for benefits per the financial statements
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$
|
138,223
|
|
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$
|
116,636
|
|
|
Less: Amounts allocated to withdrawn participants
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(52
|
)
|
|
(27
|
)
|
|
Net assets available for benefits per the Form 5500
|
|
$
|
138,171
|
|
|
$
|
116,609
|
|
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the Form 5500 for the Plan year ended
January 31, 2017
:
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|
|
|
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(Amounts in thousands)
|
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Net increase per the financial statements
|
$
|
21,587
|
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|
Less: Amounts allocated to withdrawn participants at January 31, 2017
|
(52
|
)
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Add: Amounts allocated to withdrawn participants at January 31, 2016
|
27
|
|
|
Net increase plus transfers of assets to this plan per the Form 5500
|
$
|
21,562
|
|
Amounts allocated to withdrawn participants are recorded in the Form 5500 for benefit payments that have been processed and approved for payment prior to
January 31,
but not paid as of that date.
6. Tax Status
The Plan has received a determination letter from the Commonwealth of Puerto Rico's Department of Treasury ("Treasury") dated June 29, 2016, stating that the Plan is qualified under Sections
1165(a) of the Puerto Rico Internal Revenue Code of 1994 and Section 1081.01 of the Puerto Rico Internal Revenue Code of 2011, and regulations thereunder, and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Treasury, the plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Puerto Rico Code to maintain its qualification and tax-exempt status of the related trust. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Puerto Rico Code and continues to be qualified and, accordingly, that the related trust continues to be tax exempt.
U.S. GAAP requires Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the Internal Revenue Service (IRS) and Treasury. The Company has analyzed the tax positions taken by the Plan and has concluded that as of
January 31, 2017
, there are no uncertain tax positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan remains subject to income tax examinations for fiscal 2014 and subsequent fiscal years.
7. Related Party and Party-In-Interest Transactions
At
January 31, 2017
and
2016
, the Plan held
$7.4 million
and $
4.2
million of common/collective trust funds managed by the Custodian. At
January 31, 2017
, the Plan also held
$169
thousand in mutual funds of the Custodian. No mutual funds of the Custodian were held at January 31, 2016.
At
January 31, 2017
and
2016
, the Plan held
185,635
and
189,743
shares of common stock of the Company, with a fair value of approximately
$12.4
million and
$12.6
million, respectively. For the year ended
January 31, 2017
, the Plan recorded dividend income on the common stock of the Company of approximately
$373 thousand
.
The Plan also holds common/collective trust funds managed by other companies that provide investment management services to the Plan.
These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transaction rules under ERISA.