Wal-Mart De México, Sab De Cv
WAL-MART DE MÉXICO, S.A.B. DE C.V. BLVD. MANUEL AVILA CAMACHO # 647, COLONIA PERIODISTAS DELEGACION MIGUEL HIDALGO, ZIP. 11220 MEXICO, D.F. PH. (52) 55 5283-0100 www.walmartmexico.com.mx
FREE TRANSLATION, NOT TO THE LETTER
REPRESENTATIVE SHARES OF CAPITAL STOCK FOR WAL-MART DE MÉXICO, S.A.B. DE C.V., ARE: COMMON REGISTERED NO-PAR VALUE
TICKER SYMBOL: WALMEX
SAID SHARES ARE REGISTERED WITH THE NATIONAL REGISTRY FOR SECURITIES AND ARE TRADED IN THE MEXICAN STOCK EXCHANGE.
REGISTRATION WITH THE NATIONAL REGISTRY FOR SECURITIES DOES NOT IMPLY CERTIFICATION REGARDING THE SOUNDNESS OF THE SECURITY OR THE FINANCIAL STANDING OF THE ISSUER, OR ACCURACY OR VERACITY OF THE INFORMATION CONTAINED IN THE PROSPECT, NOR DOES IT CONFIRM ANY ACTIONS THAT MAY, OR MAY NOT, HAVE BEEN CONDUCTED IN VIOLATION OF THE LAW.
ANNUAL REPORT PRESENTED IN KEEPING WITH GENERAL PROVISIONS APPLICABLE TO SECURITIES ISSUERS AND OTHER MARKET PLAYERS: YEAR ENDING DECEMBER 31, 2010.
TABLE OF CONTENTS
1) GENERAL INFORMATION ...... 4 A) GLOSSARY OF TERMS AND DEFINITIONS ...... 4 B) EXECUTIVE SUMMARY ...... 6 I) WALMEX IN THE STOCK MARKET...... 6 C) RISK FACTORS ...... 9 D) OTHER SECURITIES ...... 10 E) PUBLIC DOCUMENTS ...... 10
2) THE COMPANY ...... 12 A) ISSUER BACKGROUND AND DEVELOPMENT ...... 12 B) BUSINESS DESCRIPTION ...... 13 I) MAIN ACTIVITY...... 13 II) DISTRIBUTION CHANNELS ...... 16 III) PATENTS, PERMITS, BRANDS AND OTHER CONTRACTS ...... 16 IV) PRIMARY CUSTOMERS ...... 17 V) APPLICABLE LEGISLATION AND TAX SYSTEM ...... 17 VI) HUMAN RESOURCES ...... 18 VII) ENVIRONMENTAL PERFORMANCE ...... 18 VIII) MARKET INFORMATION ...... 18 IX) CORPORATE STRUCTURE ...... 20 X) DESCRIPTION OF MAIN ASSETS ...... 21 XI) LEGAL, ADMINISTRATIVE OR ARBITRATION CASES...... 22 XII) REPRESENTATIVE SHARES OF CAPITAL STOCK ...... 22 XIII) DIVIDENDS ...... 22
3) FINANCIAL INFORMATION ...... 24 A) SELECTED FINANCIAL INFORMATION ...... 24 B) FINANCIAL INFORMATION BY LINE OF BUSINESS AND GEOGRAPHICAL REGION ...... 25 C) MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS ...... 26 I) OPERATION RESULTS ...... 27 II) FINANCIAL SITUATION, LIQUIDITY AND CAPITAL RESOURCE ...... 27 III) INTERNAL CONTROL ...... 29 D) CRITICAL ACCOUNTING POLICIES ...... 30
4) ADMINISTRATION ...... 31 A) INDEPENDENT AUDITORS ...... 31 B) CONFLICTS OF INTEREST ...... 31 C) ADMINISTRATORS AND SHAREHOLDERS ...... 32 D) CORPORATE BYLAWS (IN FORCE AS OF MARCH 10, 2011) ...... 38
Page 2 of 78 5) STOCK MARKET ...... 49 A) STOCK STRUCTURE ...... 49 B) STOCK PERFORMANCE IN THE SECURITIES MARKET ...... 49
6) PEOPLE IN CHARGE ...... 51
7) ATTACHMENTS ...... 53 A) CONSOLIDATED FINANCIAL STATEMENTS AND OPINION OF THE STATUTORY AUDITOR ...... 53
Notes:
1. For comparison purposes, all securities are shown with an adjustment due to the 2-to-1 split which took place on April 23, 2010.
Page 3 of 78 2) GENERAL INFORMATION
A) GLOSSARY OF TERMS AND DEFINITIONS
ADR American Depositary Receipts
ANTAD National Retailers Association Offering the best in fashion for the whole family at the best possible Apparel stores price
Associate Employee who works at Walmart de México y Centroamérica
Universal banking institution aimed at Walmart de México customers, with an initial offering of basic banking and financial Banco Walmart products and services (Banco Wal-Mart de México Adelante, S.A., Institución de Banca Múltiple) Bodegas & Austere stores offering basic merchandise, food and household discount stores items at the best prices Consisting of the following states: Aguascalientes, Colima, Hidalgo, Center State of Mexico, Guanajuato, Jalisco, Michoacán, Morelos, Puebla, Queretaro, San Luis Potosi and Tlaxcala
Membership warehouse clubs focused on businesses and Clubs consumers who seek the best possible prices
CNBV Mexican National Banking and Securities Commission
Location for the receipt of goods from suppliers DC and store distribution Earnings Before Interest, Taxes, Depreciation, EBITDA and Amortization Permanent philosophy of Walmart de México y Centroamérica, in Every Day order to contribute towards improving the quality of life for the Low Prices region GDP Gross Domestic Product GLS Global Logistics System Self-service stores providing the widest assortment of goods from Hypermarts groceries and fresh, to apparel and general merchandise Instituto de Seguridad y Servicios Sociales de los Trabajadores del ISSSTE Stores Estado (Social Security and Services Institute for Government Employees). Metropolitan Area Consisting of the following: Mexico City Federal District and the Metropolitan Area MSE Mexican Stock Exchange Net sales Goods sold in our stores North Consisting of the following states: Coahuila, Chihuahua, Durango and Zacatecas Northeast Consisting of the following states: Nuevo Leon and Tamaulipas Northwest Consisting of the following states: Baja California Norte, Baja California Sur, Nayarit, Sinaloa and Sonora
Page 4 of 78 Restaurants Leading chain in the restaurant cafeteria segment Sales floor Surface area set aside for merchandise retail Southeast Consisting of the following states: Campeche, Quintana Roo, Tabasco, Veracruz and Yucatán Southwest Consisting of the following states: Guerrero, Chiapas and Oaxaca
Supermarkets Self-service stores located in residential areas
Total revenues Net sales plus other income
UNAM Stores Universidad Nacional Autónoma de México (National Autonomous University of Mexico)
WALMEX Stock Symbol for Wal-Mart de México S.A.B. de C.V.
Page 5 of 78 B) EXECUTIVE SUMMARY
Walmart de México y Centroamérica is one of the most important retail chains in the region with operations in 384 cities located in six countries: Costa Rica, El Salvador, Guatemala, Honduras, Mexico and Nicaragua. As of December 31, 2010 it operates 2,279 units, including self-service stores, warehouse membership clubs, apparel stores, and restaurants as well as 263 bank branches. During 2010, Walmart de México y Centroamérica achieved once again, its best results.
Financial Data Million pesos Growth 2010 2009 (%) RESULTS Net sales Ps. 334,511 Ps. 269,397 24.2 Other income 1,346 1,054 27.7 Total revenues 335,857 270,451 24.2 Gross profit 74,059 58,600 26.4 General expenses 47,015 36,332 29.4 Operating income 27,044 22,268 21.4 EBITDA 33,294 26,915 23.7 Income before taxes 27,630 23,018 20.0 Income Tax 8,066 6,212 29.8 Net income Ps. 19,550 Ps. 16,806 16.3 FINANCIAL POSITION Cash Ps. 24,661 Ps. 19,483 26.6 Inventories 29,036 22,520 28.9 Other assets 9,043 6,243 44.9 Fixed assets 102,300 84,893 20.5 Goodwill 29,768 - 100.0 Total assets Ps. 194,808 Ps. 133,139 46.3 Suppliers Ps. 38,000 Ps. 30,378 25.1 Other liabilities 33,948 19,613 73.1 Shareholders’ equity 122,531 83,148 47.4 Non Controlling Interest 329 - 100.0 Total liabilities, shareholders’ equity and Ps. 194,808 Ps. 133,139 46.3 noncontrolling Interest
Our continuous and long-term growth has always set us aside from the rest. We are one of the companies that most generates value for its shareholders, the result of long-term thinking that guides our day-to-day activities. It is because of this vision that we acquired Walmart Centroamérica, thereby opening new horizons. Because of the countless opportunities for profitable growth offered by the region, we will continue investing here, supported by our financial strength. Year after year, our achievements become new challenges that we are able to face thanks to a series of clear and well-defined principles: • Results-oriented approach • Disciplined investment • Continuous improvement • Adapting to our customers’ needs
Page 6 of 78 Results-oriented approach During 2010, we once again achieved record figures in sales, operating income, and EBITDA. These results are the reflection of a rigorous process to efficiently monitor and control our operations. In Mexico, sales amounted to $295.6 billion pesos, representing 9.7% growth for total units and 3.2% for comp units. Furthermore, we honored our commitment to leverage profits by increasing operating income and EBITDA beyond sales growth (14.3% and 14.2%, respectively). This was possible thanks to enhanced operating and logistics efficiency. In Central America, sales increased 6.9% for total units and 5.2% for comp units. Operating income and EBITDA were also higher than sales (7.2% and 7.5%, respectively). After consolidating figures, these indicators grew more than 20%. The integration of both operations -Mexico and Central America- focuses on three main objectives: value generation, a business-centered approach, and single-company operations. In less than one year, since becoming an international retailer, we have already identified synergies between Mexico and Central America that will allow us to generate further value in the medium and long terms.
Disciplined investment Our sound financial position, cash-generation capacity, and confidence in the growth opportunities offered by the region allow us to continue investing and bring our value proposition to more customers. In 2010, we invested a record $13.1 billion pesos to open 297 new stores, remodel over 130 existing stores and further modernize our logistics network. All of our business formats grew, both in new cities and in those where we were already present. In Mexico, we opened 267 stores, reaching a final number of 1,730 stores in operation. Bodega Aurrerá opened 220 stores from all its business formats; Walmart, 20; Sam’s Club, 10; Superama, 6; Suburbia, 4; and 7 Vips restaurants. Furthermore, Banco Walmart opened 73 new branches. Altogether, these new units added more than 5,000,000 sq. ft., representing an installed-capacity increase of 11.4%. In Central America, we have increased our installed capacity by 3.7% through the opening of 30 stores: 12 Despensa Familiar, 12 Palí, 2 Paiz and 4 Maxi Bodega. In total, we have 549 stores already in operation. In addition to our investment in fixed assets, we paid $5.7 billion pesos in dividends to our shareholders and $3.5 billion for the repurchase of shares. Our sound financial structure is defined by the absence of debt and a cash balance of $24.7 billion pesos. Fully confident in the prospects offered by the countries where we operate, we will continue investing to make the best of the many profitable-growth opportunities in the region.
Continuous improvement Our highest priority is to continue being the ¿ retailer with the lowest cost structure in the market, so as to be in a position of giving our customers Every Day Low Prices. We are always looking for new opportunities to improve our operation, so as to invest in those areas that allow us to do more with less. An example of our permanent commitment to greater operational efficiencies can be found in the improvements introduced in our 25 Distribution Centers (DCs). As part of our expansion plan in Mexico, we opened a fully automated DC for dry products in Villahermosa, Tabasco, with the capacity of handling over 350,000 cases per day. It will allow us to more efficiently serve stores in Southeast Mexico. Furthermore, we have automated the operations of a section of our Cuautitlán DC, located in Greater Mexico City. With an investment of more than $1.0 billion pesos, these two distribution centers will increase productivity by up to 30% for these facilities, allowing us to transport more merchandise to a larger number of stores. In Central America, the logistics network has started the integration process of implementing Walmart systems used throughout the world. The San Rafael DC in Costa Rica is the first one to use GLS, a flexible and robust logistics platform that gives further visibility to operating areas, increasing productivity vis-à-vis merchandise management.
Page 7 of 78 Throughout the year, in our store operations we developed a number of productivity initiatives that generated significant savings for our Company. The primary initiatives encompassed several operating areas: changes in processes and work routines; headcount based on realistic workloads; and production and display of perishables stemming from each unit’s specific requirements. Savings generated in 2010 amounted to more than $140 million pesos, and represented the beginning of a new project with broader scope that will lead us to the creation of world-class operating standards.
Adapting to our customers’ needs Aware of the fact that customer needs are continuously changing, we keep on updating our value proposition at stores, clubs, restaurants and bank branches with the purpose of permanently offering the best possible shopping experience. In the case of Bodega Aurrerá, we introduced important changes pertaining to merchandise distribution and department organization. This has resulted in more productive and customer- convenient stores. In line with these changes, we also modified Bodega’s look to make it more modern. An important aspect is that this image and layout changes were completed in a matter of just one month. Suburbia also changed the look of the Junior’s Department in order to make it more suitable to target customers regarding layout, therefore making it easier for them to find what they need. Vips’ new concept was launched in several units. It included a revamped logo, new furniture and innovative menus. The warm colors and organic shapes used in the new logo make it friendlier, more contemporary and appealing, in addition to creating a more family-like environment. The new furniture is more comfortable and modern, the lights are warmer, and the visual elements are more casual. The menu still includes many of our traditional dishes –Tlalpeño soup, Swiss enchiladas, and key lime pie– but we have also introduced creative and innovative recipes, such as the au gratin onion soup, Roquefort sirloin, pastrami Ciabatta sandwich, and apple strudel. In Central America, we started upgrading our supermarkets. Two Más por Menos stores were remodeled, making them similar to Mexico’s Superama. This upgrade included changing the look of the stores and their logo, as well as providing a broader assortment of gourmet products. The new position in the marketplace allowed these supermarkets to improve their value offering, which received great acceptance by our customers. Banco Walmart focused on developing financial products best suited to meet the needs of individual and corporate customers. Throughout the year, over 590,000 individual accounts were opened including checking, payroll accounts, investment, and savings accounts, thus generating $895 million pesos in deposits. Moreover, our credit portfolio includes 112,000 cardholders who, from October to December, received $5.8 million pesos back in cash just by using their cards in our stores. Approximately 25% of these customers were first-time credit cardholders. We were able to grow our credit portfolio 78% through strict risk control measures, as shown by the 61% reduction in past-due portfolio, currently representing 3.5% of the total consumer credit portfolio, which is fully reserved. Regarding corporate financial services, we granted $700 million pesos in loans to 57 companies, 11 of which had their first credit relationship with a banking institution.
I) WALMEX IN THE STOCK MARKET
Walmart de México y Centroamérica (WALMEX) is listed in the Mexican Stock Exchange since 1977. It is one of the most important companies in the Mexican Stock Exchange index and in capitalization value. Its market value as of December 31, 2010 was $ 632.5 billion pesos, represented by 17,848 million shares. Wal-Mart Stores, Inc., through one of its subsidiaries (Intersalt, S. de R.L. de C.V.), is the majority shareholder of Wal-Mart de México S.A.B. de C.V. and as of December 31, 2010, its equity interest represented 68.5% of the capital stock.
Page 8 of 78 Top ten companies in the MSE1
Million pesos
Capitalization Total Revenues Stock Symbol Value 2010 Employees 1. América Móvil AMX $ 1,424,787 $ 607,855 150,618 2. Walmart de México y Centroamérica WALMEX 632,533 334,511 219,767 3. Grupo México GMEXICO 393,843 102,750 23,931 4. Grupo Modelo GMODELO 247,158 85,019 36,566 5. FEMSA FEMSA 231,973 169,702 108,572 6. Carso Global Telecom TELECOM 222,832 64,196 70,787 7. Telmex Internacional TELINT 209,980 100,433 25,250 8. Coca Cola Femsa KOF 188,660 103,456 68,449 9. Grupo Televisa TLEVISA 186,815 57,857 24,739 10. Teléfonos de México TELMEX 181,703 113,563 52,062
C) RISK FACTORS
México is exposed to factors that affect the purchasing power and/or consumer habits of the population. These factors can be economic, political or social, and among the most important are the following: • Employment and wages. A positive or negative variation in employment rates and/or in real wages could affect per capita income, thereby impacting sales figures. • Interest rates, exchange rates and inflation. Historically Walmart de México y Centroamérica has generated surplus cash, enabling it to create financial income. A drop in interest rates could cause a reduction in said income, thus affecting the growth in earnings. Nevertheless, the Company feels that a drop in interest rates has a positive effect in the medium and long terms because it serves to improve the purchasing power of the population. On the other hand, fluctuation in exchange rates may impact inflation forecasts and consumer purchasing power, which in turn may have an adverse effect on Company sales figures. It should be noted that the Company has no liabilities with cost, in either domestic or foreign currency, except those represented by the capitalization of property leasing to third parties, pursuant to Financial Information standards. In accordance with our corporate governance standards, does not deal in derivatives. • Competition. The Retail sector became extremely competitive during the last few years, forcing the participants to search for new ways to differentiate from each other. Centroamérica is exposed to events that could affect the purchasing power and/or shopping habits of its consumers. Said events may be economic, political or social in nature. Many Latin American countries have faced economic, political and social crisis, natural disasters and major weather conditions in the past and these same events could reoccur in the future. It could be affected by several factors, including, among others, the following: − Significant government interference in local economies; − Economic slowdowns; − High inflation levels; − Wage and price controls; − Changes in economic or tax policies enforced by the government; − Natural disasters and severe climate conditions; − Imposed trade barriers; − Unexpected regulatory changes; and − Overall political, social and economic instability.
1 Source: Mexican Stock Exchange (MSE). Figures as of December 31, 2010.
Page 9 of 78 Adverse events and conditions in Central America may inhibit demand and create uncertainly in the operations, which in turn could have material impacts on México. We have the conviction at Walmart de México y Centroamérica to not only focus on volume as our competitive advantage, but on a long-term strategy focused in our clients along with a significant and relevant value offer. This strategy, supported by investments in technology and distribution centers, allows us to deliver Every Day Low Prices to our customers.
• Inflation Some countries in Central America have historically experienced high inflation levels. Elevated inflation rates could undermine the financial atmosphere for the Company and its results. This would produce a direct impact on customer purchasing power, and on the demand for products and services.
D) OTHER SECURITIES
Walmart de México y Centroamérica with its sponsored level 1 ADR program that has Bank of New York as depositary bank is one of the three first international issuers to trade in “International OTCQX Market Tier” (www.otcqx.com ). The “International OTCQX Market Tier” recognizes the companies that have ADRs trading in the Over the Counter market in the U.S., who distinguished themselves by providing credible information to investors, and meet the financial qualifications of the NYSE listing standards. Among the main benefits is the electronic quotation and trading system, and an online financial information system. Walmart de México y Centroamérica has complied, in the last three fiscal periods, in form and time with the requirements of Mexican and foreign legislations regarding relevant matters and periodical information such as quarterly and yearly reports on results.
E) PUBLIC DOCUMENTS
The following documents are available to the Investor Public at large, through the MSE website, www.bmv.com.mx, and Walmart de México y Centroamérica´s website, www.walmartmexico.com.mx : • Annual report – MSE format • Notification of important events • Monthly sales report • Quarterly report on results: Consolidated Financial Statements (Financial Statements compared against the same quarter of the previous year) • Annual Report, including the Consolidated and Audited Financial Statements for the latest fiscal periods, as well as a comparison of the previous period. • Social Responsibility and Sustainable Development Report is based on the methodology used in Global Reporting Initiative (GRI). • Code of Corporate Best Practices • Authenticated copy of the bylaws
Page 10 of 78 CONTACTS
INVESTOR RELATIONS:
Mariana Rodríguez de García ([email protected]) Telephone: (52)55 5283 0289
Paulina Clark Guzmán ([email protected]) Telephone: (52)55 5283 0100 ext. 8540
CORPORATE AFFAIRS:
Raúl Argüelles ([email protected]) Telephone: (52)55 5283 0928
Antonio Ocaranza ([email protected]) Telephone: (52)55 5283 0271
WALMART DE MÉXICO FOUNDATION:
María Gisela Noble ([email protected]) Telephone: (52)55 5283 0100 ext. 8106
Page 11 of 78 3) THE COMPANY
A) ISSUER BACKGROUND AND DEVELOPMENT
1958 The first Aurrerá store was opened to the public in Mexico City. 1960 Superama begins operations. 1964 Vips begins operations. 1970 Suburbia and Bodega Aurrerá initiate operations. 1977 Company shares were first traded in the Mexican Stock Exchange. Its Stock Symbol was AURRERÁ. 1986 The company changes its name to Cifra, S.A. de C.V. (Cifra). 1991 A joint venture agreement is signed with Wal-Mart Stores, Inc. (50%-50%) to open Sam’s Club in Mexico. The first club opened its doors in December of the same year. 1992 Joining the agreement are the new Aurrerá, Bodega Aurrerá and Superama units, in addition to the Walmart Supercenters. With this purpose in mind, two companies are created: Cifra-Mart and WMHCM, of which Cifra owns 50% and Wal-Mart Stores, Inc., the other 50%. Cifra keeps 100% of its units opened prior to May 1992. 1993 Walmart Supercenter initiates operations. 1994 The new Suburbia and Vips units are incorporated into the agreement. 1997 The joint venture companies merge into Cifra. Walmart Stores makes a public tender offer in the Mexican Stock Exchange acquiring control of the Company. Cifra remains a public company that operates all the businesses in Mexico (Sam’s Club, Bodega Aurrerá, Walmart Supercenter, Aurrerá, Superama, Suburbia and Vips). 2000 The General Shareholders’ Assembly approved the change in name from Cifra, S.A. de C.V., to Wal-Mart de México, S.A. de C.V. Its Stock Symbol is WALMEX. 2001 All Aurrerá stores are converted to either Walmart Supercenter or Bodega Aurrerá. 2004 Our Shareholders’ Assembly granted voting rights to holders of Series “C” shares, and converted them to Series “V”. The conversion was par value, that is, a Series “V” share for each share of Series “C”. All capital stock for Walmart de México is represented by a single series, thus giving all Shareholders equal voting rights. 2006 The General Shareholders’ Assembly approved the official name change from Wal-Mart de México, S.A. de C.V. to Wal-Mart de México, S.A.B. de C.V. 2007 Walmart Bank begins operations. 2009 We approved the acquisition of 100% of Walmart Centroamérica’s operation, the leading retailer in the region, with 519 operating units throughout Guatemala, El Salvador, Honduras, Nicaragua and Costa Rica. 2010 On February 15, the acquisition of Walmart Centroamérica was completed, changing the commercial brand name to Walmart de México y Centroamérica.
Investment in fixed assets 2010 2009 2008 Openings (number of units) 297 275 182 Investment (million pesos) $ 13,130 $ 9,735 $ 11,316
During 2010 we invested $13.1 billion pesos and increased our installed capacity in all of our business formats with the opening of 297 new stores. These openings have increased our installed capacity in 11.4% in sales floor in México and 3.7% in Central America. During 2009 we opened 275 new stores, increasing of 10.6% in sales floor installed capacity. During 2008 we opened 182 new stores, representing an increase in installed capacity of 11.7% in sales floor and 3.2% in restaurant seating.
Page 12 of 78 B) BUSINESS DESCRIPTION
I) MAIN ACTIVITY As of December 31, 2010, Walmart de México y Centroamérica operates 2,279 units, including self- service stores, warehouse membership clubs, apparel stores, and restaurants as well as 263 bank branches, all of which are located in 384 cities in the six countries. 38.6% Bodegas $129.2 billion pesos 86,777 associates of total sales in sales 1,336 units and discount 21,759,734 sq. ft. of 368 cities stores sales floor 248 openings 27.0% Hypermarts $90.2 billion pesos 58,867 associates of total sales in sales 208 units 17,599,550 sq. ft. of 79 cities sales floor
20 openings 22.7% Clubs $76.0 billion pesos 24,994 associates of total sales in sales 110 units 8,589,451 sq. ft. of 67 cities sales floor 10 openings 7.0% Supermarkets $23.4 billion pesos 19,599 associates of total sales in sales 169 units 2,747,994 sq. ft. of 39 cities sales floor 8 openings
3.0% $10.1 billion pesos 7,666 associates of total sales in sales 90 units Apparel 4,016,764 sq. ft. of 32 cities stores sales floor 4 openings 1.7% $5.6 billion pesos in 20,040 associates of total sales sales 366 units Restaurants 83,408 seats 65 cities 7 openings 910,000 $1.3 billion pesos in 1,824 associates account holders deposits 263 branches Bank $1.0 billion pesos in 31 cities credit portfolio 73 openings
Page 13 of 78 In Mexico is present in 308 cities throughout the country.
Presence by geographical region
Total Metropolitan Area Center Southeast Northeast North Northwest Southwest
Bodega Aurrerá 899 340 275 67 96 41 32 48 Walmart 192 50 50 22 20 19 24 7 Sam’s Club 108 22 30 16 10 8 13 9 Superama 75 47 23 5 - - - - Total Self-service 1,274 459 378 110 126 68 69 64 Suburbia 90 43 23 10 7 3 1 3 Vips 366 184 80 38 18 15 17 14 TOTAL 1,730 686 481 158 151 86 87 81
NORTH
NORTHEAST NORTHWEST
SOUTHEAST
CENTER
METROPOLITAN AREA SOUTHWEST
Page 14 of 78 Presence in Central America by countries
r Total Costa Rica Guatemala El salvado Nicaragua Honduras Bodegas and discount stores 437 149 136 51 53 48 Hypermarts 16 6 7 2 - 1 Clubs 2 - 2 - - - Supermarkets 94 25 30 25 7 7 TOTAL 549 180 175 78 60 56
GUATEMALA HONDURAS
EL SALVADOR NICARAGUA
COSTA RICA
CYCLICAL PERFORMANCE
The demand for goods and services increases significantly during the last few months of each year as result of the holiday season. The fourth quarter represented 29.9% of the year’s total revenues.
Revenues by Quarter 2010 Total revenues Contribution
(Million pesos) (%) 1st Quarter Ps. 72,334 21.5 2nd Quarter 80,940 24.1 3rd Quarter 82,288 24.5 4th Quarter 100,295 29.9 Total Ps. 335,857 100.0
Vacations and Bank holidays also have a significant impact on sales performance.
Page 15 of 78
II) DISTRIBUTION CHANNELS The 25 distribution centers currently have an installed capacity of more than 21.5 million square feet.
Mexico Distribution Centers
City Name Service Mexico Cuautitlan Dry goods La Naranja Apparel distribution for Suburbia San Martin Obispo (2) Dry goods / Perishables Centralized Kitchen Distribution for Vips Santa Barbara Dry goods Chalco Dry goods Monterrey Dry Dry goods Perishables Produce Guadalajara Dry Dry goods Perishables Produce Villahermosa Dry Dry goods Perishables Produce Culiacan Dry Dry goods
Central America Distribution Centers
Country Name Service
Guatemala Amatitlán General Merchandise
Bárcenas Perishables Integrada General Merchandise El Salvador Apopa Food / General Merchandise Arboledas General Merchandise Honduras San Pedro (2) Food / General Merchandise
Tegucigalpa Food
Nicaragua Managua Food / General Merchandise Costa Rica Desamparados General Merchandise Santa Ana Food
III) PATENTS, PERMITS, BRANDS AND OTHER CONTRACTS All commercial brands for the different business formats in Mexico (Walmart, Sam’s Club, Superama, Bodega Aurrerá, Mi Bodega Aurrerá, Bodega Aurrerá Express, Prichos, Suburbia, Vips, El Porton, Ragazzi, La Finca, San Remo Café and Banco Walmart Adelante), as well as the products bearing the private labels (Great Value, Equate, Members Mark, Medimart, Aurrerá, GRX, Week End, MC Metropolis Company, Non Stop, etc.), are registered trademarks property of Wal-Mart Stores, Inc. and Wal-Mart de México, S.A.B. de C.V. Said trademarks are used by the operating companies under license agreements and/or sub-license agreements for an indefinite term. The Company also uses brands registered to third parties through license agreements that guarantee use and compliance with the applicable legislation.
Page 16 of 78 “Vips” is one of the main brands of the group under which several restaurants operate. Six of these restaurants are franchises that are located in four different cities (Mérida, Veracruz, Xalapa y Tuxtla). These franchises expire from 2011 to 2013. “Banco Walmart”, which operates a low cost bank in order to serve better our customers. All the banners for the different retail formats in Central America (Despensas Familiar, Pali, la Despensa de Don Juan, La Unión, Paiz, Más x Menos, Maxi Bodega, Híper Más, and Híper Paiz and ClubCo), as well as the different private labels (Great Value, Equate, SAM’s Choice, George & Design, SABEMAS, SuperMax, Suli, etc.), are registered trademarks owned by Wal-Mart Stores, Inc., Broadstreet Global Activities Ltd. Liab. Co., Ahold Retail Services Ag, and different subsidiaries of TFB Corporation N.V., that operates throughout Central America. Included among the distinct banners of the Group are the various brands owned by the subsidiaries of the Agroindustrial Division, an operation that was created with the purpose of supporting the Wal- Mart Centroamérica retail operations, through the supply, distribution and sale of fresh products and, separately, the development of private label grocery and consumer products. The legal use and preservation of the rights of the private labels is of great importance to WALMEX, they grant value to the Company and in some way are responsible for the prestige of the Corporation. The customer identifies the products related to these private labels as quality goods.
IV) PRIMARY CUSTOMERS Our principal customer is the public in general. Throughout 2010, we had more than 1,633 million customers served in México and Central America. Mexico and Central America is a country with great diversity, differing demographics, preferences and socioeconomic levels. Our multi-format strategy allows us sufficient flexibility to efficiently meet the needs of the different population sectors. The diversity in demographic characteristics and income levels in each of the countries are best served by the multiformat approach, wherein the needs of all customers are more efficiently met.
V) APPLICABLE LEGISLATION AND TAX SYSTEM Wal-Mart de México, S.A.B de C.V., is a corporation established under Mexican law that complies with all the legal provisions for the construction and operation of its units, with special emphasis on: environmental and ecological constructions, urban development, operation, hygiene, the sale of alcoholic beverages, animal and pest control, and advertisements, pursuant to all applicable federal, state and municipal regulations. Furthermore, Walmart de México y Centroamérica complies with the commercial basic principles ruling the relation between suppliers and consumers established by the Federal Consumer Protection Law. México is registered in the Ministry of Finance and Public Credit under the regime for major contributors and consolidates for fiscal proposes except the bank; WALMEX complies with all the fiscal dispositions regarding the development of the Corporation. The primary laws that regulate WALMEX in México are: the Securities Market Law, General Corporation and Partnership Law, Income Tax Law, Value-Added Tax Law, Tax on Cash Deposit Law, Luxury Tax Law, Intellectual Property Law, Federal Consumer Protection Law, Federal Anti-Trust Law, Foreign Investment Law, Banking Law and Single Rate Business Tax Law. The operation known as Wal-Mart Centroamérica is consolidated under TFB Corporation, N.V. (an incorporated Company in Antillas Neerlandesas, currently Curaçao), an indirect subsidiary of Wal- Mart Stores, Inc. (the majority shareholder). TFB Corporation, N.V., was incorporated on September 20, 2005, with the purpose of serving as the holding Company for a number of subsidiaries that operate stores and run agroindustrial operations, and incorporated in Guatemala, Honduras, El Salvador, Nicaragua, and Costa Rica. All companies comply with each and every legal provision under administrative law, to build and operate its different units, in full compliance with the following types of legislation: construction, environmental and ecological, road and urban development, operations, health, the sale of alcoholic beverages, plant health, and signage, both at federal and
Page 17 of 78 local levels, pursuant to the different jurisdictions of the differing federal, state, and municipal authorities in the respective countries. Likewise, there is full compliance with the basic principles of commercial relations between suppliers and established consumers in each of the countries served. Regarding the tax position of TFB Corporation, N.V. and its operating subsidiaries are subject to each country Fiscal Bylaws and are registered in their Tax ID and in compliance with any and all tax requirements related to the development of their respective businesses operation.
VI) HUMAN RESOURCES We are in the process of building a high-performance organization capable of developing all of our associates, so as to guarantee quality and quantity of talent to support continuous profitable growth. Talent development is a priority that has resulted in the ongoing effort to help our people achieve outstanding performance and be ready to occupy positions with greater levels of responsibility. This year, 20,058 associates were promoted and 11 million man-hours were invested in training. This means that every associate received approximately 50 hours of training throughout the year on topics related to technology and leadership. As for quality of life, we have relocated 6,782 associates to units closer to their homes. In 2010 we set out to define and implement our own Leadership Model, whose purpose is to clearly establish the process needed to help people grow as high-performers within the organization in line with our six core competencies. Leadership training complements this model and develops leaders capable of developing future leaders. Due to the importance of being a good business partner and the fact that Merchandising is one of the Company’s key strategic areas, we have created the Merchandising Academy, a training program that clearly shows the Company’s commitment to developing skills and boosting the growth of our people in line with business needs. We will continue concentrating our efforts on building a high-performance organization, so as to support the growth of the Company.
VII) ENVIRONMENTAL PERFORMANCE We know that being a socially responsible enterprise is just as important as producing good financial statements and developing our people’s talent. That is why we are not only committed to the operation of our stores, but equally so to the environment and the communities we serve. One very important component of our programs continues to be the active participation of our associates in volunteer activities. Throughout the year, 86,901 associates from Mexico and Central America participated in different community support activities (i.e. painting walls, maintaining green areas, planting trees, cultivating vegetable gardens and organizing nutrition-related training courses). Furthermore, we have allocated more than $491 million pesos to 449 social institutions in the region, including food banks, shelters and nursing homes, benefiting more than 2.7 million people. The Walmart de México Foundation channeled food baskets and economic donations to communities and associates affected by natural disasters, including victims of Hurricane Alex in Monterrey and Karl in Veracruz, or victims of earthquakes that struck Baja California, Haiti and Chile. In line with our objective to generate renewable energy, we are now supplying 348 self-service stores, clubs and restaurants, located in greater Mexico City, the State of Mexico and the state of Morelos, with clean energy obtained from the new Wind Farm Oaxaca I Lamatalaventosa, reducing CO2 emissions by 137,000 tons per year –an amount equivalent to removing 21,000 motor vehicles from the roads for a year. Additionally, this year we organized the First Sustainability Forum “Together for a Better Planet” with the purpose of sharing best practices and information with companies deeply committed to the topic of sustainability. At the end of the day, the intention is to have a multiplying effect resulting in further benefits for the community.
Page 18 of 78 VIII) MARKET INFORMATION Walmart de México y Centroamérica is a publicly-held retail company that operates self-service stores, membership wholesale clubs, apparel stores, restaurants and bank. In Mexico competition consists of: • Establishments with a sales area of more than 6,458 square feet, three or more exit lanes and scanning technology, as well as independent self-service stores with one or two exit lanes an a sales area no greater than 6,458 square feet, such as: Soriana, Comercial Mexicana, Fresko, Chedraui, Casa Ley, Futurama, San Francisco de Asis, HEB, Almacenes Zaragoza, Casa Chapa, Central Detallista, Comercial V.H., among others. • Convenience stores, a sales area of more than 1,080 square feet, such as: Oxxo, 7 Eleven, Extra, Super 7, Mode, Super Rapiditos, Bip-Bip, Mercados Mexicali, Super Flash, Super K, Super Deli, Supers del Río, Super Tiendas del Hogar, Super Fiesta, Círculo K, Super Dos, Comextra, JV, Matador, On the Run, Super Tip, etc. • Apparel and specialized stores, such as: Coppel, El Palacio de Hierro, El Puerto de Liverpool, Sears Roebuck, Sanborns Hermanos, Famsa, Elektra, Home Depot, Office Max, Office Depot, Zara, Radio Shack, Singer, Deportes Marti y Best Buy. • Membership warehouse clubs, such as: Costco, City Club and Chesuma. • Establishments operated by public agencies, such as: ISSSTE, UNAM, etc.
As of December 2010, ANTAD membership included 100 retail chains, of which self-service, apparel and specialized chains. Its installed capacity reached 205 million square feet and throughout 2010 posted sales for $906 billion pesos.2 Nevertheless, a major part of the population in our country customarily shops in traditional establishments, such as municipal markets, open-air markets, grocery stores and mom-and-pop businesses, or through the informal sector of the economy. Both maintain a high market share since they are able to supply populations that, due to mere numbers, cannot access other establishments. On the other hand, Walmart Centroamérica is a retail chain, which primarily operates self-service units throughout five countries in the region. The market where it competes is described as follows: • Supermarkets with over 13,993 square feet of sales floor, with three or more lines of cash registers, developed scanning technology, as well as mini-supermarkets, which are independent self- service units with one or two lines of cash registers, and a maximum of 3,983 square feet of sales floor. Among them are retail chains such as La Torre (Guatemala), La Colonia (Honduras), Súper Selectos (El Salvador), La Colonia (Nicaragua), Perimercados, Auto Mercados, Súper Compro, Jumbo (Costa Rica), and Price Smart (clubs in Costa Rica, Guatemala, El Salvador, Honduras, and Nicaragua), among others. • Department and specialty stores such as Carrion, Siman, Cemaco, EPA, Monolit, ACE, Grupo M, Elektra, Curacao, Bullock’s and Pequeño Mundo. The formal market in the five countries where Walmart Centroamérica operates is estimated at having 6,000 supermarkets and mini-supermarkets, 8,900 pharmacies, 1,000 general merchandise stores and large category killers, and 15,000 small-sized stores. The region has a strong informal market. This market includes traditional establishments such as municipal markets, flea markets, grocery stores, second-hand clothing, and general merchandise, in addition to a large number of street vendors. Both sectors have considerable market share as they are able to supply communities that, due to mere size, restrict the entry of other establishments. The investment made by Walmart de México y Centroamérica in growth, systems, logistics and distribution are meant to increase and modernize both installed capacity and distribution, thus resulting in a more efficient operation, reduced costs and ever improving service for its customers.
2 Source: ANTAD (Media report 2011)
Page 19 of 78 IX) CORPORATE STRUCTURE
Wal-Mart de México S.A.B. de C.V., is listed in the Mexican Stock Exchange whose major shareholder is Wal-Mart Stores, Inc., through Intersalt, S. de R.L. de C.V. one of its subsidiaries, holding 68.5% of the shares. As of December 31, 2010, the company’s market value was $632.5 billion pesos.
WALMEX has a 99.9% equity interest in the following groups of companies:
Group Line of Business
Operation of 899 (684 in 2009) Bodega Aurrerá discount stores, 192 (169 in 2009) Walmart hypermarkets, 108 (98 in Nueva Walmart 2009) Sam’s Club membership self-service wholesale stores, and 75 (69 in 2009) Superama supermarkets.
Operation of 90 (86 in 2009) Suburbia stores with apparel and Suburbia accessories for the entire family.
Operation of 266 (260 in 2009) Vips restaurants serving international cuisine, 93 El Portón restaurants serving Mexican Vips food and 7 Ragazzi restaurants specializing in Italian food during both years
Importing companies Import of goods for sale.
Real estate developments and management of real estate Real estate companies. Rendering of professional services to Group companies, not- Services companies for-profit services to the community at large and shareholding.
Walmart Bank Operation of 263 (190 in 2009) bank branches.
Operation of 401 discount stores (Despensa Familiar and Palí), 94 supermarkets (Paiz, La Despensa de Don Juan, La Walmart Central America Unión and Más x Menos), 36 discount warehouse stores (Maxi Bodega), 16 hypermarkets (Hiper Paiz and Hiper Más) and 2 ClubCo membership self-service wholesale stores.
WAL-MART STORES, INC.
Wal-Mart Stores, Inc. American Society, through Intersalt, S. de R.L. de C.V., Mexican Society, one of its subsidiaries, is the majority shareholder for Wal-Mart de México, S.A.B. de C.V. As of January 31, 2011, Wal-Mart Stores, Inc. operated 8,980 commercial units throughout 15 countries, of which 4,413 are in the United States, 1,738 in Mexico, 181 are in Costa Rica, 78 in El Salvador, 176 in Guatemala, 55 in Honduras, 61 in Nicaragua, 63 in Argentina, 479 in Brazil, 325 in Canada, 279 in Chile, 328 in China, 5 in India, 414 in Japan and 385 in the United Kingdom. Sales for Wal-Mart Stores, Inc. during the last fiscal period amounted to $419 billion dollars, an increase of 3.4% over the similar prior year period. Walmart Stores, Inc. common stock is listed on the New York and Pacific Stock Exchanges under ticker symbol WMT.
Page 20 of 78 X. DESCRIPTION OF MAIN ASSETS
As of December 31, 2010, our cash ($ 24.6 billion pesos), inventories ($ 29.0 billion pesos) and fixed assets such as real estate, stores, restaurants, distribution centers, fixtures and equipment ($ 102.3 billion pesos). We must point out that cash represents 12.7% of our assets, is wisely and carefully invested following highly conservative standards, and always based on security, liquidity, and yield criteria established by our Treasury Committee, in that order of importance. Some of the units are owned and others are leased. Fixed assets are formed by business units, as described:
Description by Business Format Sales area Format Description Units (square feet) Mexico
Bodega Aurrerá Austere discount stores 899 19,116,796 Walmart Supercenters 192 16,582,174 Sam's Club Membership warehouse clubs. 108 8,509,870 Superama Supermarkets 75 1,325,674 Suburbia Apparel stores 90 4,016,764 Vips Restaurant chains. This division includes 366 83,4083 Vips, el Porton, and Ragazzi restaurants. Walmart Bank Universal banking institution aimed at 263 N/A Walmart de México customers, with an initial offering of basic banking and financial products and services. Central America Despensa Familiar y Palí Discount stores. 401 1,994,463 Paiz, La despensa de Supermarkets. 94 1,422,320 Don Juan, La Unión and Más x Menos Hiper Paiz and Hiper Hypermarkets. 36 648,475 Más MaxiBodega Discount warehouses. 16 1,017,376
2 ClubCo Membership warehouse clubs. 79,581
WALMART DE MÉXICO Y CENTROAMÉRICA GROWTH PLAN
Mexico and Central America offer considerable growth opportunities, since they have almost 1124 and 385 million inhabitants respectively. In Mexico, 28.9% of the population is below the age of 14, 26.4% between 15-29 years of age5, 37.2% between 30-64 years of age, and in the Central American countries where Walmart is present, 46.8% is below the age of 21, and 36.0% under 15 years of age. It is worth mentioning that 1/3 of the Central American population lives in Guatemala.
3 Number of seats. 4 Source: National Population Committee (CONAPO) – Projections of Mexico’s population 2005-2050 5 Source: Boletín Observatorio Demográfico No. 3: Proyección de Población. CELADE (April 2007)
Page 21 of 78 Our multi-format operation enables us to serve practically all income levels in Mexico and Central America and meet their different buying needs, either for use at home or outside the home. Also, we have developed different prototypes within the existing formats, thus allowing us to efficiently serve different types of communities. We will continue investing in growth and productivity. The growth plan for the next 12 months considers the opening of 445 operating units in Mexico and Central America; we estimate an 11.9% growth in installed capacity. This will require an investment of over $ 19.0 billion pesos.
XI) LEGAL, ADMINISTRATIVE OR ARBITRATION CASES
There are currently no cases of this type that could substantially affect the operation of the corporation.
XII) REPRESENTATIVE SHARES OF CAPITAL STOCK
As of December 31, 2010, 2009 and 2008, nominal capital stock was as follows:
Capital Stock Thousand pesos 2010 2009 2008 Fixed Ps. 5,574,801 Ps. 1,844,173 Ps. 1,844,173 Variable 37,586,089 12,525,307 12,625,520 Total Ps. 43,160,890 Ps.14,369,480 Ps.14,469,693
Capital stock at December 31, 2010, 2009 and 2008 consisted of the following registered shares with no par value:
Stock Structure Number of shares Series 2010 2009 2008
Serie “V” free subscription common shares 17,848,403,000 16,752,528,446 16,869,360,846
XIII) DIVIDENDS During recent years the Company has decreed dividend payments in stock or in cash, to be decided by each shareholder.
Page 22 of 78 Dividend payments
Decided by each shareholder In stock Cash One stock for each: 2007 Ps. 0.255 89.37 2008 0.295 77.12 2009 0.305 - 2010 0.350 -
As a result of 2010’s dividend payment, $ 5.7 billion pesos were paid in cash. The Company intends to continue paying yearly dividends, the amount of which will depend upon growth opportunities, the economic situation, and the competitive environment, among other factors.
RELEVANT MATTERS SUBSEQUENT TO THE CLOSE OF THE FISCAL YEAR • The Annual Shareholders Assembly of Wal-Mart de Mexico S.A.B. de C.V. took place on March 10, 2011 where among other concepts, the following were approved: − Grant a dividend payment allowing each shareholder in cash payment of Ps. 0.38 per share and an extraordinary dividend of Ps. 0.17 per share in April 29,2011.
Page 23 of 78 4) FINANCIAL INFORMATION
A) SELECTED FINANCIAL INFORMATION
Millions pesos 2010 2009 2008 2007 2006 Mexico GDP (Growth,%) 5.5 (6.1) 1.5 3.3 5.2 Mexico Annual Inflation (%) 4.4 3.6 6.5 3.8 4.1 Peso Devaluation (%) (5.6) (4.5) 25.5 0.8 1.7 Average Exchange Rate 12.6 13.4 11.2 10.9 10.9 Year-end Exchange Rate 12.4 13.1 13.7 10.9 10.8 Mexico Average Interest Rate (28 Day Cetes,%) 4.4 5.4 7.7 7.2 7.2 RESULTS NET SALES 334,511 269,397 244,029 219,714 193,969 % of Growth Total units 24 10 11 13 20 % of Growth Comp units 3 35610 OTHER INCOME 1,346 1,054 888 787 711 % of Growth 28 19 13 11 11 TOTAL REVENUES 335,857 270,451 244,917 220,501 194,680 % of Growth 24 10 11 13 20 GROSS PROFIT 74,059 58,600 53,284 47,751 42,032 % of profit margin 22.1 21.7 21.8 21.7 21.6 OPERATING EXPENSES 47,015 36,332 33,533 29,428 26,237 % of total revenues 14.0 13.4 13.7 13.3 13.5 OPERATING INCOME 27,044 22,268 19,751 18,323 15,795 % of total revenues 8.1 8.2 8.1 8.3 8.1 % of Growth 21 13 8 16 31 EBITDA 33,294 26,915 23,887 21,973 19,019 % of total revenues 9.9 10.0 9.8 10.0 9.8 COMPREHENSIVE FINANCIAL INCOME 460 662 474 1,468 1,378 INCOME BEFORE TAX 27,630 23,018 19,857 19,536 17,119 INCOME TAX 8,066 6,212 5,184 5,574 4,943 CONSOLIDATED NET INCOME ATTRIBUTABLE TO THE PARENT 19,550 16,806 14,673 13,962 12,176 % of Growth 16 15 51531 FINANCIAL POSITION CASH 24,661 19,483 11,350 8,984 14,985 INVENTORIES 29,036 22,520 22,808 20,883 18,058 OTHER ASSETS 9,043 6,243 5,020 5,355 4,370 FIXED ASSETS 102,300 84,893 79,286 71,522 61,449 GOODWILL 29,768 ---- TOTAL ASSETS 194,808 133,139 118,464 106,744 98,862
SUPPLIERS 38,000 30,378 27,005 25,381 25,864 OTHER LIABILITIES 33,948 19,613 17,183 15,179 13,502 SHAREHOLDERS' EQUITY 122,531 83,148 74,276 66,184 59,496 NON CONTROLLING INTEREST 329 ---- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY AND NON CONTROLLING INTEREST 194,808 133,139 118,464 106,744 98,862 NUMBER OF UNITS MEXICO Bodega Aurrerá 899 684 442 313 258 Walmart 192 169 153 136 118 Sam's Club 108 98 91 83 77 Superama 75 69 67 64 60 Suburbia 90 86 84 76 62 Restaurants Vips 366 360 360 348 311 TOTAL 1,730 1,466 1,197 1,020 886 NUMBER OF UNITS CENTRAL AMERICA Discount Stores 401 377 - - - Supermarkets 94 92--- Bodegas 36 32--- Hypermarts 16 16--- Clubs 2 2--- TOTAL 549 519 Banco Walmart Bank branches 263 190 38 16 - OTHER INFORMATION AT THE END OF THE YEAR Number of Associates 219,767 176,463 170,014 157,432 141,704 Share Price 1 (pesos) 35.44 29.35 18.50 18.85 23.78 Number of Outstanding Shares 1 (millons) 17,848 16,752 16,870 16,946 17,144 Market Value 632,533 491,671 312,095 319,347 407,684 Earnings per Share 1 (pesos) 1.105 0.999 0.866 0.817 0.705 Payment of Dividends 5,743 5,040 4,902 4,313 3,223 1 Number of Shares Repurchased (millons) 112 117 152 288 307 Investment in Shares Repurchasing Operations 3,472 2,509 2,869 6,065 4,842
1 Adjusted according to split conducted in April 2010
Page 24 of 78 B) FINANCIAL INFORMATION BY LINE OF BUSINESS AND GEOGRAPHICAL REGION
As of December 31, 2010, Mexico had 1,730 operating units, representing 49,551,277 square feet of sales floor and 83,408 restaurant seats. Central America had 549 operating units, representing 5,162,216 square feet of sales floor.
Shares in sales by business format in Mexico 2010 2010 2009 2008 Bodega Aurrerá $ 108,169 37% 36% 34% Walmart 75,500 28% 28% 28% Sams’s Club 82,375 25% 26% 27% Superama 13,821 5% 5% 5% Suburbia 10,071 3% 3% 4% Vips 5,637 2% 2% 2% Ventas netas (million pesos) Ps. 295,574 100% Ps. 269,397 Ps. 244,029
Shares in sales by country in Central America MARCH-DECEMBER 2010 2010 Costa Rica 16,758 43% Guatemala 11,505 30% El Salvador 4,215 11% Honduras 4,028 10% Nicaragua 2,431 6% Ventas netas (million pesos) $ 38,937 100%
The geographical breakdown of the business units for México and Central America is as follows in the next page:
Breakdown of units by geographical region in Mexico 2010 2009 2008 Metropolitan Area 39.7% 40.4% 37.6% Center 27.8% 27.9% 29.4% Northeast 8.7% 6.5% 5.5% North 5.0% 5.4% 5.6% Northwest 5.0% 5.2% 5.6% Southeast 9.1% 9.9% 11.3% Southwest 4.7% 4.7% 5.0% Total Units 1,730 1,466 1,197
Page 25 of 78 Breakdown of units by geographical region in Central America 2010 2009 Costa Rica 32.8% 32.8% Guatemala 31.9% 31.6% El Salvador 14.2% 14.8% Nicaragua 10.9% 10.6% Honduras 10.2% 10.2% Total Units 549 519
As of December 31, 2010, the installed capacity for the company by geographical region is as follow:
Breakdown of units by geographical region and by business format in Mexico Self-service + Clubs Units + Suburbia Vips Metropolitan area 686 28.6 % 50.6 % Center 481 30.7 % 21.9 % Northeast 151 8.4 % 4.9 % North 86 7.2 % 3.9 % Northwest 87 8.7 % 4.6 % Southeast 158 10.6 % 10.2 % Southwest 81 5.8 % 3.9 % 1,730 49,551,277 83,408 Total square feet restaurant seats
Breakdown of units by geographical region in Central America Unit Self-service + Clubs Costa Rica 180 34.6 % Guatemala 175 36.6 % El Salvador 78 13.9 % Nicaragua 60 5.3 % Honduras 56 9.6 % Total 549 5,162,216 square feet
Page 26 of 78 C) MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
I) OPERATION RESULTS
INCOME STATEMENT In 2010 we achieved very sound growth figures. We increased our leadership position in Mexico and incorporated the Central American operation to our results, thus becoming an international retailer with presence in six countries. Central American operations were included in consolidated financial statements as of March 2010. Nonetheless, throughout this analysis, references will be made to annual figures for Central America with the intention of providing a more thorough assessment of performance. SALES Total sales for 2010 amounted to $334.5 billion pesos, $65.1 billion pesos more than the previous year. This represented an increase of 24.2% over sales figures for 2009. Sales in Mexico amounted to $295.6 billion pesos, thus representing 9.7% growth as compared to figures posted for 2009 and 88.4% of total consolidated sales. During the March-December period, sales in Central America amounted to $38.9 billion pesos, thus representing 11.6% of consolidated sales. Total annual sales in Central America amounted to $46.0 billion pesos; this represents an increase of 6.9% versus the same period last year. Throughout the year, we opened 297 units from different business formats. This represents a sales-floor increase of 11.4% in the case of Mexico, and 3.7% for Central America. The consolidation of Central American operations and the previously mentioned sales-floor increase resulted in the growth of total sales. This growth was also the result of the performance of units in operation over a year, which recorded a sales increase of 3.2% versus 2009. Central American units are currently growing at an annual comp-store rate of 5.2%. In Mexico, total and comp-store growth was above that of the domestic market. Our successful EDLP strategy –based on having the lowest cost structure in the market– allowed us to consistently lower prices, thus increasing customer loyalty. The daily average customer count this year amounted to 4.4 million; this includes stores, clubs and restaurants. We also invested far more than the rest of the market in opening new units, enhancing our logistics network, and remodeling existing units. The percentage of total sales for all our formats in Mexico and Central America is as follows:
Business Format % of total sales Bodegas & discount stores 38.6 Hypermats 27.0 Clubs 22.7 Supermarkets 7.0 Apparel Stores 3.0 Restaurants 1.7
GROSS MARGIN Our gross margin was 22.1%, some 40 basis points higher than that posted in 2009. The gross margin in Central America is slightly higher than that of Mexico, so it does not have a significant impact on the consolidated gross margin. Despite price investment, Mexico’s gross margin was 22.0%, some 30 basis points higher than that posted in 2009. The gross margin of Central America during both the consolidated period and the full year was 22.2%, some 10 basis points higher than that of the previous year in both cases.
Page 27 of 78
GENERAL EXPENSES General expenses were the toughest challenge of the year. In addition to this, the most significant effect of the consolidation of Central America is found in general expenses expressed as a percentage of total revenue, as this indicator is significantly higher in Central America than in Mexico. In the case of Mexico, general expenses increased 9.9%, a figure slightly higher than the total revenues increase of 9.7%. We did a good job in keeping control over expenses and improving productivity measurement at stores and throughout the distribution network. However, our costs received the impact of depreciation and electricity-fee increases. Expenses without depreciation grew 9.3%. In Central America, general expenses, expressed as a percentage of revenues, are 390 basis points higher than those of Mexico. Throughout the year, general expenses increased 7.5% OPERATING MARGIN AND EBITDA The operating and EBITDA margins went down as a result of the consolidation of Central America, as both indicators are lower in this region; however, they have a positive effect in terms of growth, i.e., 21.4% for operating income and 23.7% for EBITDA. EARNINGS PER SHARE Net income increased 16.3% throughout the year, whereas earnings per share grew 10.6%. On the one hand, during the first quarter of the year, 1.2 billion shares were issued to pay for the acquisition of the Central American operations; on the other hand, during the year we continued our ongoing program for the repurchase of shares, this year totaling of 112.1 million shares.
II) FINANCIAL SITUATION, LIQUIDITY AND CAPITAL RESOURCE
BALANCE
CASH AND CASH EQUIVALENTS
Our cash position upon closing of 2010 amounted to $24.7 billion pesos, $5.2 billion pesos more than the previous year, even after having invested $13.1 billion pesos in fixed assets, repurchased shares in the amount of $3.5 billion pesos, and paid a cash dividend of $5.7 billion pesos. Our cash comes from our business operations, where $21.5 billion pesos is from self-service units in Mexico; $866 million pesos from Banco Walmart; and $2.2 billion pesos from our Central American operations. Cash is invested in short-term debt securities. The Company neither conducts transactions with derivatives, nor does it invest in the stock market. The Company has not conducted any transactions not recorded in the Financial Statements. Our cash generation and sound finances allowed us to invest aggressively in prices, open 297 new stores throughout 2010, remodel existing units, in addition to paying dividends and repurchasing own shares.
USES OF CASH • Investment in Fixed Assets: We continue reinvesting our earnings in projects that allow us to modernize our operating structure, from information systems to logistics networks and the renovation of our stores, clubs and restaurants, including the opening of new and profitable stores. Over the course of the last five years, we have invested $54.3 billion pesos in fixed assets, thereby representing the reinvestment of 81% of our earnings.
Page 28 of 78 • Dividends: The following chart shows the dividends paid during the last four years (with values adjusted due to the split conducted in 2010).
YEAR 2010 2009 2008 2007 Dividend Per share (pesos) $ 0.350 $ 0.305 $ 0.295 $ 0.255 % of earnings for the previous year 35% 34% 35% 35% Choice for the Una Una shareholder acción acción - - por cada por cada 77.12 89.37 acciones acciones en en posesión posesión % of shareholders that requested dividends in shares - - 35% 48% Cash spent (millon of pesos) $5,743 $5,040 $3,208 $2,236
• Repurchase of Shares: The shareholders authorize the maximum amount available for the repurchase of shares. Repurchased shares are subtracted from the shareholders’ equity at the moment of repurchase and are formally cancelled during the Shareholders’ Annual Meeting. The following chart shows the investment in the repurchase of shares during the last four years (with values adjusted from the split conducted in 2010).
Program Repurchased shares Invested amount (millones) (millions of pesos) 2010 112 $ 3,472 2009 117 $ 2,509 2008 152 $ 2,869 2007 288 $ 6,065
WORKING CAPITAL
In 2010, the Company continued operating with negative working capital requirements, which has historically allowed for the self–financing of growth and modernization. The inventory balance as of December 31st amounted to $29.0 billion pesos, which was financed by accounts payable to suppliers totaling $38.0 billion pesos. WALMEX SHARE
Stock total return for 2010 was 22%, which compares to the 21% generated by the Mexican Stock Exchange Index. Since we began trading in the stock market some 34 years ago, we have always been one of the most consistent and professionally managed Companies, always respectful of our minority shareholder rights. These corporate governance practices, together with the results obtained from the operation of the Company, have allowed us to become the second most important company in the Mexican Stock Exchange Index and one of the top three in marketability on the Mexican exchange.
Page 29 of 78 III) INTERNAL CONTROL Having the highest regulation standards and an appropriate control atmosphere is fundamental to achieving the objectives established by Walmart de México y Centroamérica. The company’s internal control assures: • Assets safety • Compliment of established policies • Proper operations registry • Reliable and timely information • Prevention, identification and detection of frauds The control of our operation is supported in several administrative systems in order to comply with fiscal requirements and obtain detailed information. Our control processes are dynamic, continuously adapting to the changes in our environment: 1. Policies and procedures • Restrictive regulatory environment 2. Accounting control • Account catalog • Accounting guidelines and allocation of balance accounts • Monthly conciliations and exception reports 3. Duties segregation As a Public Corporation, Walmart de México y Centroamérica operates with the Corporate Best Practices • Ethics Code • Board of Directors integrated in terms for Securities Market Law • Audit Committee • Executive Committee • Corporative Practices Committee • Financial transparency and communication of relevant information • Open-door policy; any associate can inform irregularities to higher hierarchy levels • The company adopted the Sarbanes-Oxley law for its main Balance Sheet and P&L accounts. No significant gaps in internal control have been found.
D) CRITICAL ACCOUNTING POLICIES
We follow Mexican Financial Reporting Standards in preparing our financial statements. These principles require us to make certain estimates in some of the items. However, we do not have any Critical Accounting Policies.
Page 30 of 78 4) ADMINISTRATION
A) INDEPENDENT AUDITORS
The Consolidated Financial Statements for the company and its subsidiaries as of December 31 of each year have been audited by Mancera, S.C., a member of Ernst & Young Global since 1998, and there were no adverse comments for any of the periods audited. Approval of the Independent Auditor is the sole domain of the Board of Directors for WALMEX, after receiving the opinion of the Audit Committee. The fees paid in 2010 to the Independent Auditor amounted to $ 24.8 million pesos for auditing and other services rendered.
B) OPERATIONS WITH RELATED PARTIES AND CONFLICTS OF INTEREST
There are operations conducted with Wal-Mart Stores, Inc., and other related parties. These consist of the purchasing of merchandise and the payment of services and royalties. Accounts payable to suppliers and other accounts payable include the following balances owed related parties:
Accounts payable due to related parties as of December 31, 2010 2009 2008 Accounts payable to suppliers: C.M.A. – U.S.A., L.L.C. (affiliated company) Ps. 434,746 Ps. 467,582 Ps. 715,474 Global George, L.T.D. (affiliated company) 11,584 5,320 5,290 Ps. 446,330 Ps. 472,902 Ps. 720,764 Other accounts payable: Wal-Mart Stores, Inc (holding company) Ps. 358,993 Ps. 363,229 Ps. 329,641 Global George, LTD. (affiliated company) 832 33,065 22,582 Ps. 359,825 Ps. 396,294 Ps. 352,223
During the fiscal periods that ended on December 31st, the following operations were conducted with related parties:
Operations with related parties as of December 31,
2010 2009 2008 Imported merchandise for sale Ps. 2,632,921 Ps. 2,717,272 Ps. 3,930,879 Technical assistance, services and royalties Ps. 1,683,979 Ps. 1,539,110 Ps. 1,350,920
Page 31 of 78 C) ADMINISTRATORS AND SHAREHOLDERS
The structure and responsibilities of the Board of Directors, our Code of Ethics and in general all the activities performed by our Company follow corporate governance best practices. Board of Directors Our Board of Directors is charged with overseeing the management of the business. Composition • All the members are appointed on a yearly basis by the shareholders at the annual meeting • Independent Directors must comprise a minimum of 25% of the total number of Board Directors • Minority shareholders whose shares represent at least 10% of total owners’ equity shall have the right to appoint a Director and the corresponding Alternate, neither may be removed until the other members of the Board of Directors are also removed • The Board meets a minimum of four times a year Primary Responsibilities • Choosing the Chief Executive Officer • Acting as consultant/counsel for Company top management • Working actively with the CEO to develop general corporate strategies for the Company and any organizations the Company controls • Overseeing the performance of Company Officers • Approve all information policies and communication with shareholders and the market Other Practices • The duties of Chairman of the Board of Directors and of the CEO are kept separate • The Board evaluates the performance of each Director • Independent Directors have experience in the line of business of the Company • The Board has access to independent consultants • The Chairman of the Board is forbidden from acting as Secretary or presiding over Board committees The Board of Directors has three committees, whose duties include detailed analysis of matters pertaining to its sphere of action and making suggestions to the Board so it may study the information and make the decision most suitable to creating the best possible value for all the shareholders.
Page 32 of 78 BOARD OF DIRECTORS AS OF MARCH 10, 2011
Chairman Eduardo Solórzano
Directors Secretary Shelley Broader José Luis Rodríguezmacedo Olga Gonzalez Alternate Secretary Rafael Matute Antonio Pérez de la Riva Doug McMillon Kristin Oliver Salvador Paiz* Scot Rank Cathy R. Smith Blanca Treviño* Ernesto Vega*
Alterative Directors Alberto Ebrard Antonio Echebarrena* Gian Carlo Nucci Philippe Schrader
* Independent director
Audit and Corporate Practices Committees There are three Directors, all of them independent. Included among the primary responsibilities are appointing the Independent Auditor for the Company; establishing the fees; overseeing internal controls and ensuring they meet all applicable legal and accounting regulations; and reviewing related-party transactions conducted by the Company. They are also empowered to review Financial Statements to ensure they reflect a true and accurate overview of the financial situation of the Company. These Committees have the necessary procedures to receive, keep and respond to all complaints regarding accounting practices and controls, and all audit-related matters. Also, the Committees are authorized and have the resources needed to retain legal counsel and any other outside consultant service required to meet its obligations. The purpose is to reduce the potential risk of conducting transactions that could compromise Company assets or that could favor a specific group of shareholders.
Principal Practices and Requirements: • All members are Independent Directors • All members have experience in finance • Independent auditors are not allowed to perform consultancy services for the Company
Page 33 of 78 • The partner from the Independent Audit firm who renders an opinion on Financial Statements for the Company must be periodically changed • The Committees hold private meetings and receive periodic reports from Internal Audit, Legal and Compliance, and Ethical Behavior • Approving policies that govern the use and possession of Company assets • Authorizing related-party transactions, total compensation for the CEO, and all policies regarding total compensation for top management • Assisting the Board of Directors in its duty to produce reports on accounting practices • Calling shareholder meetings and including all pertinent matters in the order of business for the meeting Members of the Audit and Corporate Practices Committees: Antonio Echebarrena* Blanca Treviño* Ernesto Vega* * Independent director
Executive Committee There are three Directors. Among their duties is that of strategic planning for the Company. Members of the Executive Committee: Doug McMillon Scot Rank Eduardo Solórzano
Code of Ethics For Walmart de México y Centroamérica, honesty and integrity continue being non-negotiable core values, and we always ensure that they permeate and govern all our activities. The following are some of the primary points covered in our Code of Ethics: • Open-door policy • Supplier relations • Non-discrimination • Conflicts of interest • No gifts and gratuities • Privileged information • Health, safety and the environment • Inappropriate behavior • No repercussions • Financial investments • Fair trade practices • Financial integrity • Anticorruption • No political involvement • International trade
Page 34 of 78 Walmart de México y Centroamérica’s Ethics and Compliance area, which reports to the Senior Vice President of Legal and Corporte Relations, is charged with communicating and fostering observance of our ethical behavior policies and corporate governance, and strict adherence to the statutes governing our Company. The Audit Committee periodically receives reports from this area. Each year we reply and send to the Mexican Stock Exchange the Code of Corporate Best Practices, which is available on the institution’s website.
Page 35 of 78 SENIOR OFFICER AS OF MARCH 31, 2011 SCOT RANK CEO 50 years old and 10 years of experience in the Company CARLOS ÁLVAREZ GABRIELA GUTIERREZ Vice President, Merchandising, Grocery, Walmart and Vice President, Realty Admin. Superama 51 years old and 16 years of experience in the Company 44 years old and 2 years of experience in the Company JESÚS GUZMÁN MANUEL ÁLVAREZ Vice President, Merchandising, General Merchandise and Vice President, Suburbia Apparel, Walmart and Superama 40 years old and 17 years of experience in the Company 41years old and 16 years of experience in the Company RAÚL ARGÜELLES JOSÉ LUIS JOSÉ Senior Vice President, Corporate Affairs Vice President, Operations, Sam´s Club 47 years old and 7 years of experience in the Company 49 years old and 29 years of experience in the Company MAURICIO ARNÁBAR MÓNICA LOAIZA Vice President, Merchandising, Bodega Aurrerá Vice President, Corporate Audit 41 years old and 14 years of experience in the Company 49 years old and 1 year of experience in the Company ÁLVARO ARRIGUNAGA RAFAEL MATUTE Senior Vice President, Walmart EVP & CFO, Admin. & Finance, Mexico and Central America 46 years old and 17 years of experience in the Company 51 years old and 24 years of experience in the Company MIGUEL BALTAZAR IVONNE MONTEAGUDO Senior Vice President, Bodega Aurrerá Senior Vice President, Sam’s Club 58 years old and 34 years of experience in the Company 44 years old and 2 years of experience in the Company GUSTAVO CAMACHO MARÍA GUADALUPE MORALES Vice President, Commercial, Central America Vice President, Operations, Walmart 49 años de edad y 20 years of experience in the Company 58 years old and 3 years of experience in the Company FEDERICO CASILLAS HERNAN MUNTANER Vice President, Finance, Banco Walmart Vice President, Negotiating with Suppliers , Central America 49 years old and 22 years of experience in the Company 39 years old and 16 years of experience in the Company DAVID DÁGER GIAN CARLO NUCCI Vice President, Merchandising, Sam´s Club EVP, COO, Mexico 52 años de edad y 25 years of experience in the Company 41 years old and 18 years of experience in the Company LINDA E. DÍAZ LAURENCE PEPPING Vice President, Integration, Mexico and Central America Vice President, Superama 59 years old and 6 years of experience in the Company 45 years old and 3 years of experience in the Company XAVIER DEL RÍO GUILLERMO PESCHARD Senior Vice President, People Division, Mexico and Central Vice President, Strategic Planning America 38 years old and 1 year of experience in the Company 63 years old and 33 years of experience in the Company JULIO QUEVEDO ALBERTO EBRARD Vice President, Logistics, Central America Executive Vice President and Managing Director, Central 42 years old and 16 years of experience in the Company America 50 years old and 18 years of experience in the Company JOSÉ MANUEL RODRÍGUEZ Vice President, Agro-industrial Development, Central America XAVIER EZETA 49 years old and 11 years of experience in the Company Senior Vice President, Business Development 44 years old and 22 years of experience in the Company JOSÉ LUIS RODRÍGUEZMACEDO Senior Vice President, Legal and Corporate Relations ALFONSO FERREIRA 55 years old and 7 years of experience in the Company Vice President, Realty Admin. 43 years old and 4 years of experience in the Company PILAR ROJAS Vice President, Systems SERGIO GUILLIN 42 years old and 16 years of experience in the Company Vice President, Commercial and Financial Service, Banco JOSÉ LUIS TORRES Walmart Vice President, Operations, Bodega Aurrerá 46 years old and 7 years of experience in the Company 52 years old and y 36 years of experience in the Company
Page 36 of 78 MARIO ROMERO JOSÉ MARÍA URQUIZA Vice President, Distribution and Logistics, Mexico Senior Vice President and CEO, Banco Walmart 49 years old and 7 years of experience in the Company 52 years old and 2 years of experience in the Company JESÚS RUIZ ROQUE VELASCO Vice President, Retail Development and Productivity Vice President, Administration 33 years old and 5 years of experience in the Company 48 years old and 4 years of experience in the Company SANTIAGO SAPIÑA MARIANO VENTURA Vice President, Marketing, Central America Vice President, Vips and El Portón 48 years old and 2 years of experience in the Company 42 years old and 3 years of experience in the Company FARLEY SEQUEIRA MANUEL ZÚÑIGA Vice President, Expansion, Bodega Aurrerá Vice President, COO, Central America 47 years old and 18 years of experience in the Company 38 years old and 4 years of experience in the Company TIZOC SUÁREZ JOSÉ DAVID ZÚÑIGA Vice President, Integration, Central America 45 years old and 16 years of experience in the Company Vice President, Legal, Central America 38 years old and 8 years of experience in the Company
No members of the Board or Executives are related to each other. No Director or Executive has significant holdings in the Company, either as individuals or as a group. The total payment made from the Company to its Directors and main Executives during the year ended December 31, 2010 amounted to $696.4 million pesos. The payment made by the Company to the totality of its personnel, including its main Executives but excluding its Directors, consists of a fixed part and a variable component, represented by a bonus for results, whose amount depends on accomplishing the goals stated in the Business Plan for the year in question. As of December 31, 2010, the Company had a Personnel Stock Option Plan, constituted by 278,834,298 WALMEX shares presented in the Balance Sheet of the Company at their purchase cost and restated according to the National Consumer Price Index. Said fund is to offer stock purchase programs to company Executives, pursuant to the authorization granted by the National Bank and Securities Commission and to that outlined in the company bylaws. During the period from January 1 to December 31, 2010, a total of 38,942,702 shares were assigned, and 50,287,056 shares were exercised. The Company purchased the stock necessary for this plan through the Mexican Stock Exchange. The stock holdings in the Personnel Stock Option Plan Fund represent only 1.6% of outstanding shares as of December 31, 2010. Intersalt, S. de R.L. de C.V. is the majority shareholder of Wal-Mart de México, S.A.B. de C.V., and its equity interests as of December 31, 2010 amount to 68.5% of the representative shares of the Capital Stock. The remaining shares trade freely in the Mexican Stock Exchange.
Stock Situation as of December 31, 2010 Millions of % Shares Intersalt, S. de R.L. de C.V. 12,217 68.5 Personnel Stock Option Plan Fund 279 1.6 Subtotal 12,496 70.0 Market 4,808 30.0 Total 17,848 100.0
In turn, Wal-Mart Stores, Inc. is the majority shareholder of Intersalt, S. de R.L. de C.V. Wal-Mart Stores, Inc. is a U.S. Corporation listed in the New York and Pacific Stock Exchanges; its ticker symbol is WMT.
Page 37 of 78 CORPORATE BYLAWS (IN FORCE AS OF MARCH 10, 2011)
1) Changed Corporate Bylaws It was reformed the five clause on the Corporative bylaws of Wal-Mart de México S.A.B de C.V. in order to modify the amount of the Capital stock shall be variable with a fixed minimum of FIVE BILLION, FIVE HUNDRED AND EIGHTY-THREE MILLION, ONE HUNDRED AND TWENTYSEVEN THOUSAND, THREE HUNDRED AND SEVENTY SIX Mexican Pesos, without the right to withdrawal, represented by Two billion, three hundred and five million, six hundred and four thousand five hundred and ninety-two series “V” shares. 2) Corporate Bylaws
CHAPTER ONE NAME, ADDRESS, PURPOSE, AND TERM ONE.- The Corporation is to be named WALMART DE MÉXICO. This name shall be employed always followed by the words SOCIEDAD ANONIMA BURSATIL DE CAPITAL VARIABLE, or with its abbreviation S.A.B. DE C.V. TWO.- The legal domicile for the company shall be in Mexico City, Federal District, but representations or branch offices may be established or conventional domiciles may be stipulated in any other place within the Republic of Mexico or abroad. THREE.- The purpose of the corporation is: 1. To build, acquire, or transfer property and use it, transfer it and lease it, and in general conduct any operation allowed by law with regards to said property. 2. Establish and use, lease out or be leased, purchase or transfer by means of any negotiable instrument, one or more businesses such as those known as stores, department stores, supermarkets, restaurants, Cafes, cafeterias, soda fountains or similar establishments, as well as any other business whose use is not the exclusive domain of the State, or Mexican corporations with an exclusion clause for foreign nationals, or which requires more than fifty-one percent of Mexican capital. 3. To purchase, sell, manufacture, outsource, import and export any manner of national and foreign products or merchandise, or market the same either directly or through third parties. 4. Enter into general commercial transactions with any type of negotiable instruments, issued either by Mexican or foreign corporations and in particular the purchasing of stock or corporate shares in commercial or industrial ventures, including the temporary purchase of stock issued by the Corporation itself, charged to the capital stock and if the case, a reserve fund stemming from net earnings for the purpose of purchasing own shares, in compliance with legal requirements regarding the purchase of stock or shares. Any companies in which Wal-Mart de México, S.A.B. de C.V., is a majority shareholder shall not directly nor indirectly invest in shares of the same, nor in any other company who is a majority shareholder for Wal-Mart de México, S. A. B. de C.V., except in the case when the shares are purchased to comply with granted stock options or which can be given to the employees of said companies, if and only if the shares held do not exceed twenty-five percent of the total shares in stock of the corporation. 5. Conduct all manner of commercial commission operations and mediation in commercial businesses, pursuant to that outlined in the previous paragraphs. 6. Directly or through third parties, build, install and operate workshops, laboratories, retail shops and warehouses with the purposes outlined in the previous paragraphs. 7. Render legal, financial, economic and administrative professional services, and in general services of any type to all manner of companies, either commercial or industrial, as well as to individuals or corporations. 8. Execute all manner of contracts with individuals or corporations to direct, manage, finance, establish or run any type of commercial or industrial company.
Page 38 of 78 9. Sign all manner of contracts as corporations or partnerships with individuals or corporations required to meet the purposes of the Company. 10. Issue, purchase, sell and endorse all manner of credit instruments and securities permitted by law; give all manner of real or personal guarantees, and enter into mortgage, guarantee and surety agreements. 11. Perform all legal proceedings and enter into any and all agreements and contracts that are directly or indirectly related to the purpose of the Company. FOUR. – The term of the Corporation shall be ninety-nine years beginning on the eighth day of March, in the year nineteen hundred and ninety-three.
CHAPTER TWO CAPITAL STOCK AND SHARES IN STOCK FIVE. – Capital stock shall be variable with a fixed minimum of FIVE BILLION, FIVE HUNDRED AND EIGHTY-THREE MILLION, ONE HUNDRED AND TWENTYSEVEN THOUSAND, THREE HUNDRED AND SEVENTY SIX Mexican Pesos, without the right to withdrawal, and an unlimited variable amount. Capital stock shall be divided into two classes of shares: A).- Class one, consisting of representative shares of minimum capital, and B).- Class two, comprising representative shares of variable capital. The aforementioned classes correspond to a single series, free subscription nominal shares, identified as Series “V”, which shall represent one hundred percent of the shares and which may be subscribed or purchased by local or foreign individuals or companies. The minimum capital stock shall be represented by Two billion, three hundred and five million, six hundred and four thousand five hundred and ninety-two series “V” shares, non par value, wholly subscribed and paid in full. Said amounts may vary due to the repurchase of own shares by the Company, informing the Annual Regular Shareholders’ Assembly of said decision. Capital shall be subject to increases due to later contributions from partners or from admitting new partners, and due to the presumptions set forth in Article one hundred and sixteen of the General Corporation and Partnership Law. Moreover, the capital can be subject to reductions due to partial or complete withdrawals of contributions and because of reimbursements to shareholders and to absorb losses. Increases and/or reductions to the capital stock shall be approved by the General Regular or Special Shareholders’ Assembly, as deemed best. Said increase or reduction shall then be included in the minutes of the corresponding meeting, except in those cases when the increases or reductions derived from the purchase of the Corporation’s own shares. The amount resulting from increases and decreases approved by the Shareholders’ Committee, both in class one and class two, must be reflected on stock and provisional certificates.
SIX. 1. All the shares into which the capital stock is divided are registered, indivisible, and with no par value. Shares confer rights on the holders and make them liable to those obligations corresponding to common stock. The Corporation shall keep a shares record containing the data required by article one hundred and twenty-eight of the General Law on Comercial Enterprises. The Corporation will consider as owner of said registered shares whomever appears as such in the aforementioned record. To this end, the corporation must record the transfers performed at the request of any holder. 2. Printed instruments shall represent all shares. Provisional certificates may be issued until definitive instruments are printed. 3. The provisional certificates and definitive instruments for the shares representing the capital stock must be consecutively numbered and may guarantee one or several shares. They must contain all
Page 39 of 78 that is required by article one hundred and twenty-five of the General Law on Commercial Enterprises. Clauses five, six and twenty-five herein must be printed to the letter on them. They must have two written or facsimile signatures of either the Chairman or CEO if a board member, or secretary or alternate secretary for the Board of Directors of the corporation, or that of two members of said board as appointed by the board for said purpose. They shall also include an attachment of coupons duly numbered upon request of the owner. The instruments or provisional stock certificates may be exchanged for others of different denominations, but only if the new instruments or certificates guarantee the same number of shares as those given in exchange. Should the instruments or provisional certificates be lost, stolen or destroyed, they may be replaced pursuant to that set forth under Heading One, Chapter Roman Numeral One, Paragraph Two of the General Law on Credit Instruments and Operations, where expenses for said replacement to be covered by the owner of said certificates or instruments.
CHAPTER THREE GENERAL SHAREHOLDERS’ ASSEMBLY SEVEN. 1. The supreme authority for the Corporation is the General Shareholder Assembly, who shall hold either regular or special meetings. 2. The regular shareholder assembly should meet: I. To become familiarized with the matters outlined under article one hundred and eighty-one of the General Law on Commercial Enterprises. II. To approve the purchase or transfer of shares and in exercise of the right of withdrawal under the following circumstances: a) When the purchase value for shares from another corporation, due to one or several simultaneous or successive purchases, exceeds twenty percent of the book value for Wal-Mart de México Sociedad Anonima Bursatil de Capital Variable, according to the latest financial statement for the Corporation. Assembly approval is not required when purchasing shares from other corporations whose activities are similar to the industrial, commercial or service-related activities of Wal-Mart de México Sociedad Anonima Bursatil de Capital Variable. b) When the transfer value for stock from another corporation, due to one or several simultaneous or successive transfers, exceeds twenty percent of book value according to the latest financial statement for Wal-Mart de México, Sociedad Anonima Bursatil de Capital Variable. Prior approval by the assembly shall be required if the share transfer implies, due to one or several simultaneous or successive operations, the loss in control by the Corporation, whose activities are similar to the industrial, commercial or service-related activities of Wal-Mart de México, Sociedad Anonima Bursatil de Capital Variable. c) When the right to withdraw variable capital of another corporation, due to one or several simultaneous or successive transactions, and the reimbursement of shares whose value exceeds twenty percent of the book value according to the latest financial statement for Wal-Mart de México, Sociedad Anonima Bursatil de Capital Variable, prior approval from the Assembly shall also be required when said withdrawal implies, due to several simultaneous or successive transactions, loss of control over the Corporation, whose activities coincide with the industrial, commercial or service- related activities conducted by Wal-Mart de México, Sociedad Anonima Bursatil de Capital Variable. III. In cases required, to present the amount of capital stock that could be affected by the purchase of own shares as well as the maximum net equity amount, with the only limitation being that the sum of the resources allocated for that purpose shall under no circumstances exceed the total balance for net earnings for the Corporation. IV. To appoint and remove the Chairman of the Audit Committee Chairman as well as the Chairman of the Corporate Practices Committee. V. Any other matter not established by law or by the Bylaws herein as being the sole domain of the General Special Shareholders’ Assembly.
Page 40 of 78 3. The general Regular Assembly Meetings may be held at any time but must meet at least once a year within four months after the close of the corporate period. The general regular assembly that is informed of the results of the period must in turn present a report pursuant to that outlined under article one hundred and seventy-two of the General Law on Commercial Enterprises. Said report shall be in regards to the prior corporate period for the company or companies for which Wal-Mart de México, Sociedad Anonima Bursatil de Capital Variable owns fifty percent or more of shares and when the purchase value has exceeded twenty percent of the book value for the controlling company upon close of the corporate period. In addition, the shareholders shall receive a report from the Audit Committee and the Corporate Practices Committee. Both may hold sessions together with the same attendees. 4. The General Regular Assembly meetings shall be considered legally held at the first call to the same when at least half of the shares in capital stock are represented and the decisions made shall be considered valid when arrived at through a majority of votes of those present at said meetings. Should it not be possible for the Assembly to meet on the date designated, a second call shall be made and shall be designated as such. Said meeting may be held and considered as legal with as many shares that are represented and decisions made shall be considered as valid when arrived at through a majority vote of those present. 5. Special General Assembly meetings shall deal with the following matters as per that outlined under article one hundred and eighty-two of the General Law on Commercial Enterprises: I. An extension of Corporate duration; II. Termination of the Corporation in advance of agreed upon date; III. Increase or reduction in Capital Stock; IV. Changes to the Corporate purpose; V. A change in Corporate nationality; VI. Transformation of the Corporation; VII. Corporate mergers or break-up; VIII. Issuance of preferred stock; IX. Amortization by the Corporation of own shares, issuance of common stock for preferred stock called in; X. Issuance of bonds; and XI. Any other change to the corporate contract. In addition to the matters listed above, the Special General Assembly meetings must deal with the following: a) Legal restructuring of the corporation. b) Changes to the rights of any corporate stock. Special General Shareholder meetings are considered legally constituted, in the case of a first call, when at least seventy-five percent of shares are represented. The decisions made are considered valid if approved by shareholders holding at least half of said shares. In the case of second or later calls, the Special General Shareholder meetings are considered legally constituted when at least fifty percent of shares are present. Their decisions are considered valid if approved by shareholders representing at least fifty percent of stock. 6. Should the General Regular Assembly need to deal with matters that according to the Bylaws herein are the domain of the special shareholders’ assemblies due to reforms made to articles one hundred and eighty-one and one hundred and eighty-two of the General Law on Commercial Enterprises, the same quorum and the same majority rule as that outlined under paragraph five above are required for decisions to be deemed valid. EIGHT.- General Shareholders’ Assemblies shall be held according to the following rules:
Page 41 of 78 1. - Meetings are to be held at the corporate legal domicile, with the exception of unforeseeable circumstances or cases of force majeure. The call to meeting shall be made by the Board of Directors. Said call shall be published in the Official Daily Gazette or in a major newspaper obtained in the place of the legal domicile. Said call is to be published at least fifteen days prior to the meeting, with the exception of that set forth under clause seven, paragraph two, subparagraph Roman numeral two of the Bylaws herein, whereby the minimum notice shall be five days prior to the meeting. The call to meeting shall include the date, time and place of the assembly, the Order of Business, and shall be signed by whom makes said call. During the aforementioned period of time, the books and documents related to the purpose of the Assembly meeting shall be made available at corporate offices for any and all shareholders to be able to consult and, if applicable, shall include the Financial Information Document with its corresponding attachments. 2. - When the attendees at the Assembly represent the totality of stock issued, the call shall not be necessary. Nor shall it be necessary when an Assembly is suspended for whatever reason and is to continue on a different date and time. In both cases, it shall be noted in the corresponding Minutes. 3. - The owners of stock may attend assembly meetings in person or through general or special proxy, where in the latter case only a power of attorney signed by said Shareholder is required. 4. - In order to attend the Assembly meetings, shareholders must present, a minimum of two days prior to the date of the meeting, proof of ownership of one or more shares. Said proof may be the instrument itself or certification from some National or Official Credit Institution authorized for deposit in the sense that said instrument or instruments are in deposit and that the person mentioned in the proof of deposit issued by the institution has the right to represent the stock registered by the instrument or instruments. 5. Before calling the meeting to order, the presiding official shall appoint one or more examiners who shall verify the number of shares in stock represented and shall make a list of the attendees, listing the number of shares each represents. 6. Once necessary attendance or quorum is established, the Chairman shall call the Assembly meeting to order and shall proceed to cover the Order of Business, presiding over all agreements and debates. 7. The Chairman of the Board of Directors shall preside over the Assembly meeting and should he be absent, the person elected by the Assembly itself. The Secretary for the Assembly shall be the Secretary of the Board of Directors. If absent, the person elected by the Assembly itself. 8. The Secretary shall keep the Minutes and create a file for the same. The file shall contain the following: a) A copy of the newspaper in which the call to meeting was published, should it be the case. b) The attendance list of owners of stock. c) The powers of attorney presented or the extract of the document used as proof certified by the Secretary or Examiner. d) A copy of the minutes of the Assembly meeting. e) All reports, opinions and any and all documents presented during the Assembly meeting. f) Certification by the Secretary that provisions in paragraph III of Article 49 in the Securities Market Law has been observed. 9. - Should for any reason the call to order for a legally established Assembly meeting not be performed, a document stating the same with the corresponding reasons is required. A file of the same shall be kept as per paragraph eight above. 10. - The decisions made by the General Assembly are legally binding for all shareholders in terms of the document herein. This includes opposing votes and those not present. There shall be no later recourse and the decisions are considered definitive. The Board of Directors is thereby authorized to act on the agreements, pronounce judgment and conduct the necessary measures or enter into the necessary contracts that are required for full compliance with agreements approved by the Assembly.
Page 42 of 78 11. Shareholders who own twenty percent or more of the capital stock may judicially oppose to the decisions reached by the Assembly. 12. Shareholders that own ten percent of the Corporation’s capital stock may request that the vote of an issue, for which they deem no sufficient information has been provided, is postponed for three calendar days without the need for a new call. 13.- If a General Regular or Special Shareholders’ Assembly, duly called, were not to have the necessary quorum, the call would be repeated with the same requirements and the same time periods outlined under paragraph one of this clause. An Assembly meeting stemming from a second or later call shall be held if and only if the numbers of shares in stock represented are those established under clause seven of these Bylaws, and shall be applicable for all types of Assembly meetings.
CHAPTER FOUR CORPORATE ADMINISTRATION NINE.- The corporate administration shall be conducted by a Board of Directors and the CEO. Said board shall consist of the number of directors determined by the General Regular Shareholders’ Assembly, and they shall be no more than twenty-one, at least twenty-five percent of which shall be independent directors. Moreover, for each director, a corresponding alternate shall also be appointed. Alternates for independent directors shall be independent as well. TEN.- The Board of Directors shall be in charge of Corporate business, operations, actions and contracts related to the corporate purpose, with the exception of those deemed the sole domain of the General Regular or Special Assemblies by law or by the bylaws herein. Said Board shall represent the Corporation before any and all administrative and judicial authorities, with general proxy for acts of ownership and management and for collections, with no limits as per article two thousand five hundred and fifty-four of the Civil Code for Mexico City. It is also authorized to perform those duties stipulated by law as requiring special clause, including, but not limited to, the following powers: a) Perform actions strictly pertaining to ownership such as, sell, mortgage or in any other manner perform a transfer or lien, as well as lease or affect, corporation property. b) Accept money as a loan, pay guarantees, buy in installments and conduct credit operations without any limitations, including the signing and accepting of any manner of negotiable instruments and become a surety on behalf of the Corporation. c) Direct, manage and in general control corporate businesses and the administration of all its properties, overseeing compliance of all contracts and agreements that have been signed with the purpose of meeting corporate objectives. d) Prepare, approve and present to shareholders the yearly financial information document as required by law, and present to the shareholders the resolutions deemed appropriate with regards to income, profits and losses. e) Suggest plans and standards to be followed by the Corporation, especially with regards to purchase, sale, leasing, liens, mortgages and transfers of all manner of properties, real estate, rights and concessions, franchises, the securing of loans, and all other major administrative proceedings and problems. f) Freely appoint and remove proxies and other corporation officials and employees, grant them powers and modify the same but always setting the limits outlined under the Clause Seventeen, establish the emoluments and set the personal guaranty that should be paid to secure absolute compliance with obligations and approve the outside auditor the corporation, prior recommendation by the Audit Committee. g) Establish and close branch and agency offices for the Corporation. h) With limits established under Clause Seventeen, wholly or partially delegate powers to any person, entity, group of persons, managers or any other official or proxy, as well as granting general or special powers, legal mandates or administrative proxy for any period of time, and delegate to any person, whether a member or not of the Board of Directors, the power to confer or revoke general and special powers, and to perform any other proceeding that should be completed.
Page 43 of 78 i) To issue and convert shares when it does not imply changes to the Capital Stock. j) The non-delegable power to resolve the purchasing of representative shares of Capital Stock, through the Mexican Stock Exchange, at current market price, chargeable to Net Equity and, should the case arise, to Capital Stock; and its later placement among the investor community. k) The non-delegable power of the Board to approve operations not falling under the regular line of business and which would take place between the corporation and its partners with persons who are part of the corporate management, or with whom said persons have equity ties, or if applicable, blood ties or ties to the second degree, the spouse or common law spouse, and those transactions representing more than one percent of corporate assets. The purchase or sale of five percent or more of assets and the granting of guarantees for amounts exceeding five percent of assets. l) After having first received an opinion from the Audit and Corporate Practices Committees, decide on and approve those transactions that the Corporation or its Subsidiaries wish to execute with related parties or which compromise corporate wealth. m) Appoint among proprietary members the members for the Audit and Corporate Practices Committees. It shall be understood that both Committees can act as one, provided, however that provisions in Articles 41, 42 and 43 of the Securities Market Law are observed. n) All others conferred by national law and Company Bylaws that are not reserved as the sole domain of the shareholders. ELEVEN. 1. The members of the Board of Directors shall be appointed as outlined under Clause Nine and shall hold that position for the time period established by the assembly, until such time as replacements have been elected and assume their duties. Notwithstanding, a duly called Shareholders’ Assembly may revoke the appointment of one or more Directors. The Board of Directors may appoint provisional directors pursuant to, and for the purposes set forth in Article 24 in the Securities Law. 2. The members of the Board of Directors shall deposit with the Corporation Treasury the amount of one thousand pesos or shall produce a guarantee for said amount, to the satisfaction of the Assembly. Said amount deposited or in guarantee is to cover the liability that could be incurred during the performance of their duties. Notwithstanding, the shareholders may demand a larger or different amount. 3. The directors shall be appointed through the majority rule of stock present during the General Regular Shareholders’ Assembly. 4. The minority of shareholders representing at least ten percentage of the capital stock of subscribed shares shall be entitled to: a) Appoint or remove a member of the Board of Directors. Such appointment may only be revoked when the other members of the Board of Directors are removed, in which case, removed members shall not be appointed as such for a period of 12 months immediately following the date of removal. b) Request the Chairman of the Board of Directors or the Chairman of the Committees to enforce corporate and audit practices, at any moment, and call for a general shareholders’ assembly. 5. If upon holding elections as per that outlined under paragraph three of this clause, a minority shareholder or group of minority shareholders exercise the right during any shareholder assembly, as outlined under paragraph four above regarding the appointment of a Director and the corresponding Alternate Director for a given corporate period or part of one, said minority shareholder or group of minority shareholders may not vote during the appointment of the rest of the Directors for the same complete or partial period. TWELVE. 1. The Board of Director meetings shall be held at the corporate domicile, in the branch offices or agencies that have been set up anywhere else in Mexico that the board may designate. Decisions may be unanimously made outside of board sessions, and these decisions shall have the same validity as if they had been made during board meetings. In this case, these decisions may be made regardless of the location of each board member, and of the means used for communication.
Page 44 of 78 Said decisions should be confirmed in writing, and shall be set down in the book containing board minutes and be duly signed by the chairman and secretary or alternate secretary. 2. Board of Director meetings may take place at any moment called by the chairman, the secretary, the alternate secretary, the Audit and Corporate Practices Committees or twenty-five percent of the directors, either in writing or through any other means at least five days prior to the meeting date, specifying the time, date and the Order of Business. The Board of Directors must meet at least four times a year. 3. The Board members may waive in writing the need for a call to meeting and when a Director is present, it shall be considered as a waiver to the call. 4. With the exception of cases that will be outlined further in this same paragraph regarding the establishing of a quorum for any Board of Directors meeting, a minimum of one half plus one directors or alternates for the same must be present. Decisions regarding all matters in the domain of the Board and listed on the Order of Business shall be considered approved when at least one half plus one of Directors or Alternates issues a positive vote. To deal with and legally arrive at a decision on the matters listed below, the Chairman of the Board must be present, in addition to at least half of the Directors or Alternate Directors. Decisions are considered approved with a positive vote of the Chairman and at least half of the Directors or Alternate Directors. These matters are: a) Any operation meant to purchase or acquire by whatever instrument, to sell or transfer any instrument regarding fixed assets of corporate property or to enter into any permanent investment exceeding twenty-five percent of book value according to the latest Financial Information statement approved by the shareholders. b) Incur debts with an expiration date beyond twelve months and in excess of twenty-five percent of Net Equity according to the latest Financial Information document approved by the shareholders. c) Grant guarantees, 1iens, mortgages and other securities of any kind in excess of twenty-five percent of Net Equity according to the latest financial information document approved by the shareholders. d) The appointment or removal of the Chairman of the Board and the company CEO, as well as the granting or revoking of their respective powers. e) Supply instructions regarding the form and terms for issuing votes on shares pertaining to the Corporation, in General Regular and Special Assemblies, for those companies where it is majority shareholder. In the case of a tie, the Chairman of the Board shall have the deciding vote. 5. There is to be official Minutes recorded for every Board of Directors meeting and the same is to be kept in the Document Book, and is to be signed by the Chairman and Secretary or alternate Secretary of the Board. 6. The Directors are to receive fees for their services as such. Said fees are to be set by the General Shareholders’ Assembly. In addition, travel expenses incurred by Company operations are to be paid, as well as travel expenses to and from the place where the meeting is to be held. 7. Board members are in charge of decisions made regarding matters outlined under section k) of clause ten, with the exception of that stated under article one hundred and fifty-nine of the General Law on Commercial Enterprises. 8. The members of the Board of Directors and the CEO shall meet due diligence and loyalty duties as set forth in Articles 30, 31, 32, 34, and 35 of the Securities Market Law, and shall refrain from engaging in behaviors that may be deemed illicit deeds or actions pursuant to Article 36 of the Securities Market Law.
CHAPTER FIVE OFFICIALS THIRTEEN.- Once the Board of Directors is duly formed, in its first meeting it should appoint among its members a Chairman. In addition, a secretary, an alternate secretary can be appointed, and a treasurer is optional, none of them shall be a Board member. FOURTEEN.- The duties and obligations for the Chairman of the Board are as follows:
Page 45 of 78 I. Preside over General Shareholder Assemblies and ensure compliance with resolutions when a special executor is not appointed. II. Make calls to Board of Director meetings, preside over the same and ensure compliance with resolutions when a special executor is not appointed. III. Sign Minutes for Shareholder Assemblies and Board meetings presided over, as well as copies of said documents when issued upon request of interested parties. IV. Supervise strict compliance with the Corporation Bylaws and all agreements approved by board assemblies and committees. V. On a yearly basis, produce a detailed report for the Shareholders on the state of affairs of the Corporation. VI. Any other duties and obligations granted or imposed by the Board of Directors. FIFTEEN.- Should the Board of Directors decide to create the position of Treasurer, the latter shall have the following duties and obligations: I. The safekeeping of corporate funds and supervises management and investment of the same. II. The safekeeping of shares and cash deposited by the Directors, CEO and other officials, guaranteeing proper management, or the security policies and issuing the corresponding receipts. III. Supervise that corporation accounting be properly conducted and that applicable tax provisions be strictly followed. IV. Ensure that the annual Financial Information document be properly prepared and presented in a timely manner to the Board for approval, who in turn must obtain the opinion of the legal entity who is to prepare the audit for the Corporation and present information to the General Regular Shareholders’ Assembly. SIXTEEN.- The Secretary and the alternate secretary for the Board of Directors shall be in charge of the following: 1. Perform the duties appointed during Shareholder Assemblies and Board meetings, in addition to taking the Minutes for both, and signing the same together with the Chairman of the Board. 2. Keep the record book for Shareholder Assemblies and Board of Director meetings, as well as the Record for Registered Shares and the Record for Increases and Reductions in Capital Stock. 3. Supply, upon request, to those with right to the same, copies of documents recorded in said books, and documentation related to the corporation, as well as to subscribe certificates and communiqués in compliance with regulations applicable to limited liability stock corporations trading in the stock market. 4. Notarize the decisions reached by the Board of Directors and Shareholders’ Assemblies, and those decisions that under the applicable law are required to be notarized. SEVENTEEN.- The Board of Directors may freely appoint and remove the CEO and relevant executive officers, who may or may not be a shareholder, and who shall have the obligations, rights and compensation allocated and those stated by law; additionally they shall guarantee the proper management in keeping with the same manner conduct observed by Directors. The attributions granted to said CEO as well as to any other official employed by the corporation shall always be limited to prior authorization by the Board, as per that contained under clause twelve, paragraph four of the bylaws herein. The duties for the Directors and CEO shall be compatible and may be performed by one same person, and in such case, the aforementioned guarantee need only be produced one single time. The CEO shall perform management, administrative and business execution activities on behalf of the Corporation and the legal entities controlled by the same, as well as those activities described in Articles 44, 45, 46 and those applicable under the Securities Market Law. EIGHTEEN.- The CEO, or in his absence, the Board, may freely appoint and remove one or more Managers, Assistant Managers and Proxies for the corporation, and who may or may not be shareholders. They are to be instructed on their authorizations, obligations and emoluments, with
Page 46 of 78 clear indication given of the scope of their attributes so their duties may be properly conducted in the businesses and places that the Board itself designates.
CHAPTER SIX SUPERVISION OVER THE CORPORATION NINETEEN.- Supervision over the corporation shall be the responsibility of the Board of Directors, through the Audit and Corporate Practices Committees, which shall consist of at least three regular directors, who shall be independent. In addition, they shall perform surveillance activities on the legal entity that conducts the outside audit for the Corporation. The members of the Audit and Corporate Practices Committees shall be annually appointed by the Board of Directors and shall perform the activities contemplated in Articles 42 and 43 in the Securities Market Law. They shall hold their positions for one year or until proper replacements have been appointed and can assume the position.
CHAPTER SEVEN PROFITS AND RESERVE FUND TWENTY. - Upon close of each fiscal year, the Financial Information document shall be prepared within the following three months, presenting the same to the General Shareholders’ Assembly for their approval regarding net profits. Once the Shareholders’ Assembly has approved inventory and the financial information document, the following distribution is in order: a) A minimum of five percent is to be set aside for the reserve fund as per that stipulated under article twenty of the General Law on Commercial Enterprises, until said fund amounts to twenty percent of capital stock. Said amounts are also to be used to create any other fund approved by the General Assembly. b) The remaining profits shall be used as agreed by the General Regular Shareholders’ Assembly. When so instructed to do so, the Board of Directors may at any time pay dividends on profits earned according to the Financial Information documents approved by the shareholders. All dividends decreed and not collected by shareholders within a period of five years shall be deemed waived in favor of the corporation. c) When so decreed by the General Special Shareholders’ Assembly, the corporation may proceed to amortize shares with distributable profits by following the rules set forth under the General Law on Commercial Enterprises.
CHAPTER EIGHT CORPORATION TERMINATION AND SETTLEMENT TWENTY-ONE.- The corporation shall be terminated upon expiration of the time period mentioned under clause four, unless said period is extended prior to its expiration date by agreement reached during a Special Shareholders’ Assembly meeting or prior to said expiration for any of the reasons outlined under article two hundred and twenty-nine of the General Law on Commercial Enterprises. TWENTY-TWO.- After completing the termination of the Corporation by the Shareholders’ Assembly, one or two liquidators shall be appointed. They shall conduct settlement procedures for the same and distribute the products among the shareholders in the exact same proportion of the shares in stock each possesses. Said liquidators shall be fully empowered to perform the settlement, collect all amounts due the Corporation and pay all amounts owed. They are to initiate any and all forms of suits and follow through on the same to conclusion with the full general legal powers of attorney pursuant to articles two thousand five hundred and fifty-four and two thousand five hundred and eighty-seven of the Civil Code for Mexico City. They are equally authorized to cancel mortgages and other liens; settle disputes and sell properties or securities of any kind. With regards to any powers and obligations not specifically set forth in these bylaws, the liquidators shall have all those conferred by articles two hundred and forty-two and those that follow under the Law on Commercial Enterprises. .
Page 47 of 78 TWENTY-THREE.- The shareholders shall be responsible for corporation losses only in the amount of the value of their respective subscribed shares in stock, regardless of non-payment of the same. TWENTY-FOUR.- The founding partners as such do not set aside any special sharing of profits.
CHAPTER NINE GENERAL PROVISIONS TWENTY-FIVE.- Any foreigner who during the incorporation or at any later period acquires interests or shares in the Corporation shall, by virtue of either fact, be considered as a Mexican and it shall be understood that said foreigner agrees not to invoke the protection of his/her government. Should this condition be breached, he/she shall lose said interests or shares in favor of the Mexican nation. TWENTY-SIX.- Corporate periods for the Corporation shall begin on January first and end on December thirty-first of each year. TWENTY-SEVEN.- For the purpose of canceling stock of the Registry, pursuant to terms in Article 108, section II in the Securities Market Law, the Corporation shall be excluded from tendering the public offering set forth in said legal provision; provided however the Corporation proves to the Commission that shareholders, representing at least ninety-five percent of the Corporate Capital Stock, have given their consent through agreement reached by the assembly, that the amount offered for publicly traded shares is less than 300,000 investment units. In addition to the fact that, the Corporation shall create a trust as contemplated in the last paragraph of section II of Article one hundred and eight, and notify that the cancellation and creation of the hereinbefore mentioned trust through the SEDI. TWENTY-EIGHT.- In addition to the legal provisions under which the Corporation can be dissolved, a special cause for dissolution shall be that the Capital Stock of the Corporation, set forth in Clause Five herein, drops below Fifty Thousand Pesos. TWENTY-NINE.- Any case not specifically contemplated in this document, the provisions in the Securities Market Law and the General Law shall apply.
Page 48 of 78 5) STOCK MARKET
A) STOCK STRUCTURE
Walmart de México y Centroamérica stock trades in the Mexican Stock Exchange under the WALMEX ticker symbol.
Stock Structure As of December 31, 2010 Millions of Shares Series Number of Shares % “V” Free subscription, with voting rights 17,848 100
The company has a sponsored ADR program on its series “V” shares. The depositary bank is The Bank of New York.
B) STOCK PERFORMANCE IN THE SECURITIES MARKET
Relevant Stock Indicators 2010 2009 2008 2007 2006 Maximum Price 35.74 30.05 23.69 24.68 23.78 Minimum Price 27.78 13.82 14.28 17.16 13.12 Closing Price 35.44 29.35 18.50 18.85 23.78
Volume (millions) 3,940.5 5,015.6 6,093.4 6,447.6 4,426.4
Relevant Stock Indicators 2010
QUARTER 1st 2nd 3rd 4th Maximum Price 32.50 31.88 31.58 35.74 Minimum Price 27.98 27.78 28.55 31.04 Closing Price 31.56 28.64 31.58 35.44 Volume (millions) 919.3 1,130.3 936.2 954.7
Relevant Stock Indicators 2009
QUARTER 1st 2nd 3rd 4th Maximum Price 18.99 20.12 24.80 30.05 Minimum Price 13.82 16.94 18.97 22.80 Closing Price 16.54 19.48 23.47 29.35 Volume (millions) 1,737.0 1,227.6 1,006.9 1,044.1
Page 49 of 78 Relevant Stock Indicators (October 2010- March 2011) October November December January February March Maximum Price 33.78 35.56 35.74 35.86 35.60 36.46 Minimum Price 31.04 33.15 34.69 33.43 33.71 33.82 Closing Price 33.78 35.12 34.55 33.70 34.62 35.63 Volume (millions) 416.0 293.7 245.0 218.0 274.2 334.5
Page 50 of 78 6) PEOPLE IN CHARGE
“The undersigned hereby swear that in the scope of our respective duties, we have prepared information on the issuer contained in the present yearly report and it is to the best of our knowledge a reasonable reflection of its situation. In addition, we hereby claim to know of no deliberate omission or altering of relevant information in this annual report, which could lead to errors by investors.”
José Luis Rodríguezmacedo Rafael Matute Senior Vice President of Legal Executive Vice President and and Corporate Relations CFO
Scot Rank Chief Executive Officer
Date: April 15, 2011
Page 51 of 78
“The undersigned hereby swears that opinion was rendered on the financial statements contained in the present annual report for Wal-Mart de México,
S.A.B. de C.V., and subsidiaries, as of December 31, 2010 and 2009 and for the years ending on these dates, according to generally accepted auditing standards in Mexico. In addition, I hereby claim that within the scope of the work performed to render the aforementioned opinion, to my knowledge no relevant financial information contained in this annual report was deliberately omitted or altered, and that said report contains no information that could lead to errors by investors.”
Enrique García Independent Auditor
Date: April 15, 2011
Page 52 of 78 7) ATTACHMENTS
A) CONSOLIDATED FINANCIAL STATEMENTS AND OPINION OF THE STATUTORY AUDITOR
Audit and Corporate Practice Committee Report
To the Board of Directors for Wal-Mart de México, S.A.B. de C.V.
Dear Directors: In accordance to Article 43 of the Securities Market Law in effect, and the internal regulation approved by the Board of Directors, we wish to inform you of the activities undertaken during the year ended on December 31, 2010. In the performance of our duties, we have maintained strict compliance not only with the Mexican Securities Market Law, but we have also considered the recommendations contained in the Company’s Code for Corporate Best Practices and the Code of Ethics. With the purpose of complying with our supervisory process, during the last year the Audit Committee has held five meetings to analize the overview of the most relevant issues related to Accounting, Legal, Operations, and Ethics of the Company, complemented by our involvement in the Treasury, Real Estate, Ethics, and Walmart de México Foundation Committees, and in the Year-Beginning and Year-End Meetings, emphasizing the following:
I. As to Corporate Practices: a) We were informed on:
1. The performance assessment processes for relevant executives and the authorization of the replacement plan, with no observations noted. 2. Processes followed during the year to conduct transactions with related parties, which are mentioned by the management in Note 11 of the Company’s Financial Statements, with no observations noted. 3. Processes to determine the comprehensive compensation packages for the CEO and other relevant executives listed under Note 11 of the Company’s Financial Statements. There were no observations noted. b) The Board of Directors did not grant any waivers to board members, relevant executives nor anyone else in the chain of command for privilege whatsoever specified under Article 28, Section III, Paragraph f) of the Security Markets Law.
II. As to Audit: a) We analyzed the status of the internal control system and were informed in detail of the Internal and Independent Audit programs and work development, as well as the main aspects requiring improvement, and follow-up on preventive and corrective measures deployed. Therefore, our opinion is that all effectiveness requirements have been properly met for the Company to operate under a general control environment. b) We evaluated the performance of the independent auditors who are in charge of rendering an opinion on the reasonability of the Company’s Financial Statements and their compliance with Mexican Financial Information Standards. We therefore consider that the partners at Mancera, S.C. (a member of Ernst & Young Global) meet the necessary requirements of professional qualification and independence for intellectual and financial action and thus, we recommend
Page 53 of 78 their appointment to examine and issue an opinion on the Financial Statements for Wal-Mart de México, S. A. B. de C.V. and Subsidiaries as of December 31, 2010. c) We attended several meetings to review the quarterly and annual financial statements for the Company and recommended the release of such financial information. d) We followed up on Walmart Mexico’s operations and accounting integration with Central America. e) We were informed on the approved accounting policies throughout 2010, finding no changes that would have any material effect on the figures reported in the Financial Statements. f) We followed up on the agreements reached at Shareholders and Board meetings. Based on the work performed and the report from the independent auditors, it is our opinion that the accounting and reporting policies and criteria followed by the Company are adequate and sufficient and have been consistently applied and as a result, the information submitted by the CEO reasonably reflects the financial position and results of the Company. Therefore, we recommend that the Board of Directors submit the Financial Statements for Wal-Mart de México, S.A.B. de C.V. and Subsidiaries, for the year ended on December 31, 2010 to the Shareholders’ Meeting for their approval.
Sincerely,
Ernesto Vega Chairman of the Audit and Corporate Practices Committees Mexico City, February 21, 2011
Page 54 of 78 REPORT OF INDEPENDENT AUDITORS
To the Shareholders of Wal-Mart de México, S.A.B. de C.V.
We have audited the accompanying consolidated balance sheets of Wal-Mart de México, S.A.B. de C.V. and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in Mexico. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and are prepared in conformity with Mexican Financial Reporting Standards. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the financial reporting standards used and significant estimates made by management, as well as evaluating the overall consolidated financial statements presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Wal-Mart de México, S.A.B. de C.V. and Subsidiaries at December 31, 2010 and 2009, the consolidated results of their operations, changes in their shareholders’ equity and cash flows for the years then ended, in conformity with Mexican Financial Reporting Standards. Our audit opinion, the accompanying consolidated financial statements and footnotes have been translated from original Spanish version into English for convenience purposes only.
Mancera, S. C. A Member Practice of Ernst & Young Global
Enrique García
Mexico City, February 4th, 2011. Note 22 referring to final approval of financial statements is dated February 21, 2011.
Page 55 of 78 Wal-Mart de México, S.A.B. de C.V. and Subsidiaries
CONSOLIDATED BALANCE SHEETS (Notes 1,2 and 3) Thousands of Mexican pesos
December 31
2010 2009 Assets
Current assets: Cash and cash equivalents Ps. 24,661,050 Ps. 19,482,716 Accounts receivable, net (Note 5) 6,876,842 5,540,699 Inventories, net (Note 6) 29,036,076 22,519,684 Prepaid expenses 849,278 703,322 Total current assets 61,423,246 48,246,421
Property and equipment, net (Note 7) 102,300,004 84,892,733 Other assets (Note 8) 1,316,221 - Goodwill (Note 9) 29,768,097 -
Total assets Ps. 194,807,568 Ps. 133,139,154
Liabilities, shareholders’ equity and noncontrolling interest Current liabilities: Accounts payable to suppliers (Note 11) Ps. 37,999,509 Ps. 30,377,580 Other accounts payable (Notes 11 and 12) 12,466,450 9,535,022 Short-term debt (Note 13) 259,567 - Total current liabilities 50,725,526 39,912,602
Other long-term liabilities (Note 15) 13,532,992 4,451,132 Deferred income tax (Note 16) 6,954,799 5,476,165 Labor obligations (Note 17) 734,641 151,477 Total liabilities 71,947,958 49,991,376
Shareholders’ equity (Note 18): Capital stock 52,161,256 23,427,611 Legal reserve 4,718,199 4,718,199 Retained earnings 67,178,951 56,585,673 Cumulative translation adjustment 470,218 ( 22,480) Premium on sale of shares 2,292,985 2,260,365 Employee stock option plan fund ( 4,290,556) ( 3,821,590) Total shareholders’ equity 122,531,053 83,147,778 Noncontrolling interest 328,557 - Total liabilities, shareholders’ equity and noncontrolling interest Ps. 194,807,568 Ps. 133,139,154
The accompanying notes are an integral part of these financial statements.
Page 56 of 78 Wal-Mart de México, S.A.B. de C.V. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (Notes 1, 2 and 3) Thousands of Mexican pesos
Year ended December 31 2010 2009
Net sales Ps. 334,511,085 Ps. 269,396,831 Other income 1,346,312 1,054,320 Total revenues 335,857,397 270,451,151 Cost of sales ( 261,797,921) ( 211,850,788) Gross profit 74,059,476 58,600,363 General expenses ( 47,015,002) ( 36,331,864) Operating income 27,044,474 22,268,499
Other non-operating income, net 125,828 87,793 Comprehensive financing result (Note 19) 459,934 662,090 Income before income tax 27,630,236 23,018,382
Income tax (Note 16) ( 8,065,759) ( 6,212,239) Consolidated net income 19,564,477 16,806,143 Consolidated net income attributable to noncontrolling interest ( 14,053) -
Consolidated net income attributable to the parent Ps. 19,550,424 Ps. 16,806,143
Earnings per share (in pesos) Ps. 1.105 Ps. 0.999
The accompanying notes are an integral part of these financial statements.
Page 57 of 78 Wal-Mart de México, S.A.B. de C.V. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the year ended December 31, 2010 and 2009 (Notes 1, 2, 3 and 18) Thousands of Mexican pesos
Cumulative Premium on Employee Legal Retained translation sale of stock option Capital stock reserve earnings adjustment shares plan fund Total Balance at December 31, 2008 Ps. 23,590,996 Ps. 4,421,048 Ps. 47,535,428 Ps. - Ps. 2,274,854 Ps. (3,546,132) Ps. 74,276,194 Movements in employee stock option plan fund ( 14,489) ( 275,458) ( 289,947) Increase in legal reserve 297,151 ( 297,151) - Repurchase of shares ( 163,385) ( 2 ,345,647) ( 2,509,032) Dividends paid ( 5 ,039,743) ( 5,039,743) Income tax on subsidiary dividends ( 73,357) ( 73,357) Comprehensive income 16,806,143 ( 22,480) 16,783,663 Balance at December 31, 2009 23,427,611 4,718,199 56,585,673 ( 22,480) 2,260,365 ( 3,821,590) 83,147,778 Movements in employee stock option plan fund 32,620 ( 468,966) ( 436,346) Repurchase of shares ( 274,972) ( 3 ,196,986) ( 3,471,958) Dividends paid ( 5 ,743,228) ( 5,743,228) Shares issued for the acquisition of Walmart 29,008,617 29,008,617 Central America Stock premium of noncontrolling interest ( 16,932) ( 16,932) Comprehensive income 19,550,424 492,698 20,043,122 Balance at December 31, 2010 Ps. 52,161,256 Ps. 4,718,199 Ps. 67,178,951 Ps. 470,218 Ps. 2,292,985 Ps. (4,290,556) Ps. 122,531,053
The accompanying notes are an integral part of these financial statements.
Page 58 of 78 Wal-Mart de México, S.A.B. de C.V. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (Notes 1, 2 and 3) Thousands of Mexican pesos Year ended December 31 2010 2009 Operating activities Income before income tax Ps. 27,630,236 Ps. 23,018,382
Items related to investing activities: Depreciation 6,249,058 4,646,212 Loss from disposal of property and equipment 456,736 193,384 Stock option compensation expense 248,900 205,954
Items related to financing activities: Interest payable under capital leases 639,324 261,082 Accrued interest on contingent liability 158,037 - Gross cash flows 35,382,291 28,325,014
Variances in: Accounts receivable ( 835,453) ( 1,778,833)
Inventories ( 3,400,029) 288,259 Prepaid expenses and other assets ( 165,954) ( 171,389)
Accounts payable to suppliers 4,042,884 3,372,458 Other accounts payable 1,877,830 779,263 Income tax ( 8,113,173) ( 4,521,730)
Labor obligations 77,536 24,057 Net cash flows from operating activities 28,865,932 26,317,099
Investing activities Purchase of property and equipment (13,129,968) ( 9,734,557) Employee stock option plan fund, net ( 685,246) ( 495,901) Purchase of shares of noncontrolling interest ( 390,999) - Acquisition of Walmart Central America 508,362 - Proceeds from the sale of property and equipment 127,139 122,392 Net cash flows from investing activities (13,570,712) (10,108,066) Cash surplus to be applied to financing activities 15,295,220 16,209,033
Financing activities Dividends paid ( 5,743,228) ( 5,039,743) Repurchase of shares ( 3,471,958) ( 2,509,032) Payments for property and equipment under capital leases ( 818,831) ( 504,860) Payment of short-term debt ( 5,615) - Net cash flows from financing activities (10,039,632) ( 8,053,635)
Net increase in cash and cash equivalents 5,255,588 8,155,398 Adjustment to cash flows for changes in exchange rate ( 77,254) ( 22,480)
Cash and cash equivalents at beginning of year 19,482,716 11,349,798
Cash and cash equivalents at end of year Ps. 24,661,050 Ps. 19,482,716
The accompanying notes are an integral part of these financial statements.
Page 59 of 78 Wal-Mart de México, S.A.B. de C.V. and Subsidiaries
NOTE 1 – DESCRIPTION OF THE BUSINESS: AT DECEMBER 31, 2010 AND 2009 Thousands of Mexican pesos, unless otherwise indicated
Wal-Mart de México, S.A.B. de C.V. (WALMEX or “the Company”) is a company incorporated under the laws of Mexico and listed on the Mexican Stock Exchange. The principal shareholder of WALMEX is Wal-Mart Stores, Inc., a U.S. corporation, through Intersalt, S. de R.L. de C.V., a Mexican company. WALMEX has a 99.9% equity interest in the following groups of companies in Mexico and Central America:
Grupo Actividad Nueva Walmart Operation of 899 (684 in 2009) Bodega Aurrerá discount stores, 192 (169 in 2009) Walmart hypermarkets, 108 (98
in 2009) Sam’s Club membership self-service wholesale stores, and 75 (69 in 2009) Superama supermarkets. Suburbia Operation of 90 (86 in 2009) Suburbia stores with
apparel and accessories for the entire family. Operation of 266 (260 in 2009) Vips restaurants serving international cuisine, 93 El Portón restaurants serving Importing companies Mexican food and 7 Ragazzi restaurants specializing in Italian food during both years Real estate Import of goods for sale. Real estate developments and management of real Services companies estate companies. Rendering of professional services to Group companies, Walmart Bank not-for-profit services to the community at large and shareholding.
Walmart Central America Operation of 263 (190 in 2009) bank branches. Operation of 401 discount stores (Despensa Familiar and Palí), 94 supermarkets (Paiz, La Despensa de Don Juan, La Unión and Más x Menos), 36 discount warehouse Importing companies stores (Maxi Bodega), 16 hypermarkets (Hiper Paiz and Hiper Más) and 2 ClubCo membership self-service wholesale stores.
NOTE 2 – NEW FINANCIAL REPORTING STANDARDS: On December 18, 2009, the Mexican Financial Reporting Standards Research and Development Board (Consejo Mexicano para la Investigación y Desarrollo de Normas de Información Financiera, A.C. or CINIF) issued Mexican Financial Reporting Standards (Mexican FRS) B-16, Financial Statements of Not- For-Profit Organizations; Mexican FRS C-1, Cash and Cash Equivalents; and Mexican FRS E-2, Donations Received or Made by Not-For-Profit Organizations, all of which came into force as of January 1, 2010. The CINIF also issued Mexican FRS B-5, Financial Information by Segment, and Mexican FRS B-9, Interim Financial Information, which will become effective as of January 1, 2011. The adoption of these new Mexican FRS have no material effect on the Company’s financial statements. On August 31, 2010, the CINIF issued the Interpretation to Mexican FRS-19, Changes resulting from the Adoption of International Financial Reporting Standards (IFRS), which became effective as of September 30, 2010 and requires entities to disclose their progress in transitioning to IFRS. Since the Company is a public company that is listed in the Mexican Stock Exchange, it must begin to prepare
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and file financial information under IFRS as of 2012. At date, the financial statement captions expected to be affected by this requirement are: inventories, property and equipment, deferred taxes, labor obligations and shareholders’ equity. The Company is in the process of quantifying these effects on the financial statements.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES: The significant accounting policies observed by the Company in the preparation of the consolidated financial statements, in conformity with the Mexican FRS issued by the CINIF, are described below. Mexican FRS are understood to encompass the new standards issued by the CINIF and the bulletins issued by the Accounting Principles Board of the Mexican Institute of Public Accountants that have not been modified, replaced or abolished by Mexican FRS and that were transferred to the CINIF. As such, any of the documents comprising Mexican FRS will hereinafter be referred to by their original name or rather, either as “Mexican FRS” or as “accounting Bulletin”, as the case may be. a. The accompanying consolidated financial statements include the statements of WALMEX and those of its subsidiaries in Mexico and abroad, which are grouped as described in Note 1 and are prepared for the same accounting period. All related party balances and transactions have been eliminated in the consolidation, in conformity with Mexican FRS B-8, Consolidated and Combined Financial Statements. Noncontrolling interest represents the equity interest in the net assets of the subsidiary not held by the controlling company. Noncontrolling interest is shown separate from the shareholder´s equity. b. WALMEX prepares its financial information in conformity with Mexican FRS B-10, Effects of Inflation, based on the economic environments (accumulated rates of inflation) during the prior three years of the countries in which it operates. Accordingly, since El Salvador (10.4%), Mexico (14.5%), Guatemala (18.6%) and Honduras (24.3%) have non-inflationary environment, as so defined in Mexican FRS B-10, their financial information is presented in thousands of nominal pesos. However, the financial information for Costa Rica (31.3%) and Nicaragua (34.2%) includes the effects of inflation of such countries using the comprehensive inflation recognition method set forth in Mexican FRS B-10. In Mexico, beginning January 1st, 2008, WALMEX stopped to recognize the effects of inflation on its financial information and thus, the date through which the Company’s financial information was restated for inflation is December 31, 2007. c. In order to provide a better understanding of the Company’s business performance, the consolidated statements of income were prepared on a functional basis, which allows for the disclosure of the cost of sales separately from other costs and expenses, and of operating income as well, as established under Mexican FRS B-3, Statements of Income. d. The Walmart Bank’s financial statements, which are included in the Company’s consolidated financial statements, were prepared based on the accounting criteria established by the National Banking and Securities Commission (CNBV), as issued as part of the General Provisions for Credit Institutions, which consider the guidelines of Mexican FRS. At date, there are no significant differences between these two sets of standards. Also, before the financial statements of Walmart Central America are consolidated, they are adjusted to conform to Mexican FRS and translated to Mexican pesos in conformity with Mexican FRS B-15, Foreign Currency Translation. e. The preparation of financial statements in conformity with Mexican FRS requires the use of estimates in some items. Actual results might differ from these estimates. f. Cash and cash equivalents consist basically of bank deposits and highly liquid investments. Such investments are stated at acquisition cost plus accrued interest, not in excess of market value.
Walmart Bank makes the monetary regulation deposits required by Banco de México, the amounts of which are determined based on traditional deposits in Mexican pesos. The Company has no transactions with derivative financial instruments.
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g. The balance of the Walmart Bank’s receivables portfolio is represented by amounts actually given to borrowers, plus uncollected earned interest. The preventive allowance for credit risks is presented net of the portfolio balances. h. WALMEX recognizes bad debt reserves at the time the legal collection process begins in conformity with its internal procedures. i. Inventories are stated at average cost, determined largely using the retail method, not in excess of market value. Inventory pertaining to Agro-industrial Development of grains, edibles and meat is valued using the average-cost method. The buying allowances are charged to the results of operations based on the turnover of inventories that gave rise to them. j. Property and equipment are initially recorded at acquisition cost. In Costa Rica and Nicaragua are comprehensively restated based on the price index of each country. Fixed asset depreciation is computed using the straight-line method, at annual rates ranging from 2.5% to 33%. k. The Company classifies its operating and capital leases for the rental of property following the guidelines established in accounting Bulletin D-5, Leases. l. Based on the guidelines of Mexican accounting Bulletin C-15, impairment in the value of long-lived assets and disposal of such is recognized by applying the expected present value method to determine value in use, considering each store or restaurant as the minimum cash generating unit. m. Goodwill represents the excess cost of the acquisition of the shares over the total fair value of the net assets of Walmart Central America at the date of acquisition and the fair value of the noncontrolling interest, as determined in conformity with the guidelines of Mexican FRS B-7, Business Acquisitions. Goodwill is not amortized, but is evaluated for impairment tests at least once a year in conformity with the guidelines of Mexican accounting Bulletin C-15. n. Foreign currency denominated monetary assets and liabilities are translated to Mexican pesos at the prevailing exchange rate as of the balance sheet date. Exchange differences determined are charged or credited to income and are presented as part of comprehensive financing result, as required by Mexican FRS B-15, Foreign Currency Translation. The financial statements of subsidiaries abroad are translated from the local currency into Mexican pesos using average exchange rate for income statements and the year-end exchange rate for balance sheets. The cumulative translation adjustment is the effect of translating the financial statements of the Company’s foreign subsidiaries into Mexican pesos. This item is recorded directly in shareholders’ equity. o. Liabilities for traditional deposits of the Walmart Bank are comprised of demand deposits in debit card accounts. These liabilities are recorded at either deposit or placement cost, plus accrued interest. p. Liability provisions are recognized whenever the Company has current obligations (legal or assumed) derived from past events that can be reasonably estimated and that will most likely give rise to a future cash disbursement for their settlement. q. Deferred income tax is determined using the asset and liability method established in Mexican FRS D-4, Taxes on Profits. Under this method, deferred income tax is recognized on all temporary differences between the financial reporting and tax basis of assets and liabilities, applying the enacted income tax rate or the flat-rate business tax rate effective as of the balance sheet date, or the enacted rate at the balance sheet date that will be in effect when the deferred tax assets and liabilities are expected to be recovered or settled. Deferred tax assets are evaluated periodically in order to determine their recoverability. r. In conformity with the laws of each country in which the Company operates, the termination benefits for dismissal or death to which the Company’s employees are entitled, as shown in the next page.
Mexico: Seniority premiums accruing to employees under the Mexican Labor Law and termination payments made at the end of employment, except when resulting from corporate restructuring, are recognized as a cost of the years in which services are rendered, based on actuarial computations made by an independent expert, using the projected unit-credit method, in conformity with Mexican FRS D-3, Employee Benefits.
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Actuarial gains and losses are amortized based on the expected remaining working life of the Company’s employees. All other payments accruing to employees or their beneficiaries in the event of involuntary retirement or death, in terms of the Mexican Labor Law, are expensed as incurred.
Central America: Termination benefits to which employees of the Walmart Central America companies are entitled according to the Labor Law applicable in each country are recognized as liabilities based on actuarial valuations carried out by independent experts. In Guatemala employees are entitled to termination benefits after working three or more years in the Company, except in the case of justified dismissals. In El Salvador and Honduras employees are entitled to termination benefits after working one or more years in the Company, except in the case of justified dismissals. Termination benefits are paid in Nicaragua in conformity with the Labor Law of such country. Payouts vary from one to five months of salary of the period during which the services were provided. In the case of the companies in Costa Rica, termination benefits are paid to employees based on current corporate policy and in conformity with the laws of such country. s. Employee profit sharing is presented in the income statement under the other non-operating income, net caption and represents a liability due and payable in less than one year. t. In conformity with the Mexican Corporations Act, the Company is required to appropriate at least 5% of the net income of each year to increase the legal reserve. This practice must be continued until the legal reserve reaches 20% of capital stock. u. The employee stock option plan fund is comprised of WALMEX shares presented at acquisition cost. The plan is designed to grant stock options to executives of the companies in the Group, as approved by the CNBV. All employee stock options are granted to executives of subsidiary companies at a value that is no less than the market value on the date of grant. In accordance with current policies, WALMEX executives may exercise their option to acquire the shares in equal parts over five years. The right to exercise an employee stock option expires in a period of ten years from the date the option is granted, or up to sixty days following the executive’s labor termination with the Company. Stock-based compensation is determined using the Black-Scholes financial valuation technique, in conformity with Mexican FRS D-8, Share-Based Payments. v. The premium on the sale of shares represents the difference between the cost of the shares, restated through December 31, 2007 based on the Mexican National Consumer Price Index (NCPI), and the value at which such shares were assigned to executives of companies in the Group, net of the corresponding income tax. w. The Company’s comprehensive income consists of its net income for the year and the cumulative translation effect.} x. Sales revenues are recognized at the time the customer takes ownership of the products, in conformity with International Accounting Standard No. 18, issued by the International Accounting Standards Committee, applied on a supplementary basis. Sam’s Club and ClubCo membership revenues are deferred over the twelve-month term of the membership, in conformity with the requirements of Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements, issued by the U.S. Securities and Exchange Commission, applied on a supplementary basis. Such revenues are presented in the other income caption in the statement of income. The Walmart Bank’s interest and fee revenues are recognized in the other income caption in the statement of income.
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y. Earnings per share is computed by dividing net income attributable to the parent by the weighted average number of shares outstanding, as specified in Mexican accounting Bulletin B-14, Earnings per Share. z. Segment financial information is prepared using the management approach established in accounting Bulletin B-5, which is based on the information used by Company management to make business decisions and monitor the Company’s performance.
NOTE 4 - BUSINESS ACQUISITIONS:
At an extraordinary shareholders’ meeting held on December 22, 2009, the shareholders approved the acquisition of the shares of TFB Corporation N.V. and Subsidiaries (Walmart Central America) through the merger of such company into WALMEX via a related party. This operation came in full force and effect on February 15th, 2010, date on which WALMEX acquired the assets and assumed the liabilities of Walmart Central America, which was paid by issuing 1,207,937,278 series “V” Class 2 WALMEX shares and by making a cash payment of Ps. 1,497,777 from the Company’s own resources.
Furthermore, WALMEX acknowledged a contingent payment as part of the purchase acquisition price, which shall be paid in subsequent installments both in shares and cash. On the subject of payment of shares, 88,062,722 were issued and shall remain unpaid and unsubscribed treasury stock, so they can be handed over to the former shareholders of Walmart Central America, provided the acquired company reaches a certain level of profitability during a period no longer than 10 years. Cash payments shall be fixed and payable during a five-year period at a rate of 10 million dollars annually. Present values have been used to estimate both payments, but they may differ due to exchange rate differences, as the transaction was agreed upon in American dollars and based on the Company’s results.
The purchase price acquisition of Walmart Central America is as follows: Thousands of Mexican pesos Payment in shares Ps. 29,008,617 Payment in cash 1,497,777 Contingent payments 5,941,484 Total purchase price Ps. 36,447,878
This acquisition strengthens the Company’s growth strategy, as it creates a solid platform permitting higher levels of income and profitability. The merger of Walmart Mexico and Walmart Central America is expected to create synergies, thus making it possible to increase sales, streamline administrative and operational processes, and leverage best practices. This transaction was recorded as a business acquisition in conformity with Mexican FRS B-7. For such purpose, the Company determined the fair values of the net assets acquired, in conformity with valuation guidelines provided in this standard. Additional expenditures related to the acquisition do not represent part of the value of the business acquired and are charged to the income statement at the time they are incurred. In order to provide a broader view of the operating performance of the Company, a breakdown of the amounts from March to December and the percentage contributed by Walmart Central America in the consolidated figures of WALMEX as of December 31, 2010, are shown below:
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Walmart Consolidated Central America % Statement of income: Net sales Ps. 334,511,085 Ps. 38,936,736 11.6 Other income 1,346,312 251,643 18.7 Total revenues 335,857,397 39,188,379 11.7 Gross profit 74,059,476 8,689,713 11.7 General expenses ( 47,015,002) ( 7,100,046) 15.1 Operating income 27,044,474 1,589,667 5.9 Income before income tax 27,630,236 1,582,385 5.7 Consolidated net income 19,564,477 1,008,461 5.2 Consolidated net income attributable to the parent Ps. 19,550,424 Ps. 994,408 5.1
Balance sheet: Current assets Ps. 61,423,246 Ps. 6,831,421 11.1 Property and equipment, net 102,300,004 9,482,981 9.3 Other assets 1,316,221 1,187,825 90.2 Goodwill 29,768,097 29,768,097 100.0
Total assets Ps. 194,807,568 Ps. 47,270,324 24.3
Current liabilities Ps. 50,725,526 Ps. 6,315,733 12.5 Long-term liabilities 21,222,432 8,529,510 40.2 Shareholders’ equity 122,531,053 32,096,524 26.2 Noncontrolling interest 328,557 328,557 100.0 Total liabilities, shareholders’ equity and noncontrolling interest Ps. 194,807,568 Ps. 47,270,324 24.3
NOTE 5 – ACCOUNTS RECEIVABLE, NET: An analysis of accounts receivable is as follows:
December 31 2010 2009 Trade receivables Ps. 3,537,958 Ps. 2,902,040 Recoverable taxes 2,547,742 2,222,536 Other accounts receivable 943,841 551,614 Allowance for bad debts ( 152,699) ( 135,491)
Total Ps. 6,876,842 Ps. 5,540,699
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NOTE 6 – INVENTORIES, NET: An analysis of inventories is as follows:
December 31 2010 2009 Inventory of merchandise for sale Ps. 27,348,731 Ps. 21,797,162 Merchandise in transit 1,161,172 682,728 Agro-industrial Development 488,978 - Others 37,195 39,794
Total Ps. 29,036,076 Ps. 22,519,684
NOTE 7 – PROPERTY AND EQUIPMENT, NET: An analysis of property and equipment is as follows:
December 31 2010 2009 Investments subject to depreciation: Buildings Ps. 33,664,586 Ps. 29,114,493 Facilities and leasehold improvements 29,053,302 24,462,360 62,717,888 53,576,853 Less: Accumulated depreciation ( 17,489,368) ( 15,139,162) Property, net 45,228,520 38,437,691
Fixtures and equipment 39,194,838 32,260,293 Less: Accumulated depreciation ( 18,397,990) ( 15,865,572) Fixtures and equipment, net 20,796,848 16,394,721
Capital lease: Property 8,817,555 5,438,747 Fixtures and equipment 1,152,465 878,132 9,970,020 6,316,879 Less: Accumulated depreciation ( 1,675,886) ( 1,344,036) Capital lease, net 8,294,134 4,972,843 Investments subject to depreciation, net Ps. 74,319,502 Ps. 59,805,255
Investments not subject to depreciation: Land Ps. 25,787,774 Ps. 23,221,885 Construction in progress 2,192,728 1,865,593 Investments not subject to depreciation Ps. 27,980,502 Ps. 25,087,478 Total Ps. 102,300,004 Ps. 84,892,733
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NOTE 8 - OTHER ASSETS: At December 31, 2010 an analysis of other assets is as follows:
2010 Licenses and brands Ps. 804,151 Held to – maturity securities 259,567 Other investments 152,620 Royalties 75,514 Patents 24,369 Total Ps. 1,316,221
Held-to-maturity corresponds to a restricted investment held in HSBC bank pledged in guarantee over the bank loan of the subsidiary CARHCO. This investment matures on September 11, 2011 and bears annual interest of 3.75%.
NOTE 9 – GOODWILL: As of February 2010, the Company recognized goodwill as a result of the acquisition of Walmart Central America which corresponds to the excess of purchase price over the fair value of net assets acquired and the noncontrolling interest of Walmart Central America. This goodwill is subject to the treatment provided for under Mexican FRS B-7. An analysis of goodwill at December 31, 2010 is as follows:
Amount Payment in shares Ps. 29,008,617 Payment in cash 1,497,777 Total acquisition cost 30,506,394 Contingent payment 5,941,484 Total purchase price Ps. 36,447,878
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The assets acquired and liabilities assumed in the acquisition are as follows:
Fair value Assets acquired Cash and cash equivalents Ps. 2,006,132 Inventories 3,114,290 Other current assets 558,370 Property and equipment, net 8,760,614 Other assets 1,221,211 Total assets acquired 15,660,617
Liabilities assumed Current liabilities 4,786,552 Long-term liabilities 1,603,208 Labor obligations 530,142 Long-term debt 268,199 Deferred taxes 1,123,669 Total liabilities assumed 8,311,770 Net assets acquired 7,348,847 Noncontrolling interest 669,066 Current liabilities 6,679,781 Goodwill Ps. 29,768,097
The Company engaged the services of an independent expert to determine the fair values of the assets acquired and liabilities assumed shown above.
NOTE 10 - FOREIGN CURRENCY DENOMINATED ASSETS AND LIABILITIES: The Company has the following monetary assets and liabilities translated into U.S. dollars:
Thousands of U.S. dollars December 31 2010 2009 Monetary assets: Mexico $ 121,978 $ 103,437 Central America 229,566 - $ 351,544 $ 103,437 Monetary liabilities: Mexico $ 601,377 $ 118,193 Central America 593,259 - $ 1,194,636 $ 118,193 Net monetary position $ ( 843,092) $ ( 14,756)
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The Company had the following U.S. dollar denominated transactions (excluding property and equipment):
Thousands of U.S. dollars December 31 2010 2009
Revenues $ 3,115,168 $ - Costs and expenses $ 3,955,752 $ 816,264
The costs and expenses shown above include imported merchandise for sale of US$ 839,531 (US$ 691,698 in 2009) and technical assistance, services and royalties of US$ 139,196 (US$ 124,566 in 2009) that correspond to Walmart Mexico. The exchange rates at December 31, 2010 (Ps. 13.0903 per U.S. dollar in 2009) used to translate assets, liabilities and transactions in foreign currency to Mexican pesos are as follows:
Year-end exchange rate Average exchange with respect to rate with respect to Country Currency U.S. dollar Peso peso Mexico Peso Ps. 12.3603 Ps. 1.0000 Ps. 12.6340 El Salvador U.S. Dóllar US$ 1.0000 US$ 0.0809 US$ 0.0792 Guatemala Quetzal Q 8.0155 Q 0.6485 Q 0.6152 Honduras Lempira L 18.8950 L 1.5287 L 1.4960 Costa Rica Colon ₡ 512.9700 ₡ 41.5014 ₡ 41.6047 Nicaragua Cordoba C$ 21.8825 C$ 1.7704 C$ 1.6910
At the date of the issuance of these financial statements, the exchange rate with respect to Mexican peso was Ps. 12.0145, per U.S. dollar. Balances and transactions with Walmart Central America are translated to Mexican pesos using the year-end exchange rate and the average monthly exchange rate, respectively..
NOTE 11 – RELATED PARTY BALANCES AND TRANSACTIONS: An analysis of balances due to related parties at December 31, are as follows::
2010 2009 Accounts payable to suppliers: C.M.A. – U.S.A., L.L.C. (affiliated company) Ps. 434,746 Ps. 467,582 Global George, LTD. (affiliated company) 11,584 5,320 Ps. 446,330 Ps. 472,902
Other accounts payable: Wal-Mart Stores, Inc. (holding company) Ps. 358,993 Ps. 363,229 Global George, LTD. (affiliated company) 832 33,065 Ps. 359,825 Ps. 396,294
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The Company carried out the following transactions with related parties:
December 31
2010 2009
Imported merchandise for sale Ps. 2,632,921 Ps. 2,717,272 Technical assistance, services and royalties Ps. 1,683,979 Ps. 1,539,110
During the year ended December 31, 2010, the Company paid its primary officers compensations aggregating Ps. 696,397 (Ps. 480,635 in 2009). Such compensation is primarily comprised of direct short-term benefits as defined in Mexican FRS D-3.
NOTE 12 – OTHER ACCOUNTS PAYABLE: An analysis of other accounts payable is as follows:
December 31 2010 2009 Accrued liabilities and others Ps. 10,285,106 Ps. 7,133,035 Taxes payable 1,454,379 1,728,056 Related parties (Note 11) 359,825 396,294 Capital leases (Note 15) 349,588 261,639 Labor obligations (Note 17) 17,552 15,998 Total Ps. 12,466,450 Ps. 9,535,022
The accrued liabilities and others caption includes provisions in the amount of Ps. 708,643 (Ps. 671,013 in 2009).
NOTE 13 – SHORT-TERM DEBT: On September 8, 2008, CARHCO Company a subsidiary of Walmart Central America, obtained a loan from HSBC of twenty one million of dollars that bears annual interest of 4.15% and matures on September 8, 2011. As mentioned in Note 8, this loan is guaranteed with a long-term investment.
NOTE 14 – COMMITMENTS: At December 31, 2010, the Company has entered into commitments for the purchase of inventory, property and equipment and maintenance services for Ps. 7,504,837 (Ps. 6,751,765 in 2009).
NOTE 15 – LEASES: The Company has entered into operating leases with third parties for compulsory terms ranging from 2 to 15 years. Rent paid under capital leases may either be fixed or variable, based on a percentage of sales. The Company has entered into property lease agreements that are qualified for consideration as capital leases. These agreements are recorded at the present value of future minimum payments or at the market value of the property, whichever is less, and are amortized over the term of the lease agreements, including renewal periods. The Company has also entered into capital leases for the rental of residual water treatment plants used to meet environmental protection standards. The term of payment ranges from 7 to 10 years.
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Future rental payments are as follows:
Operating Capital Lease Lease Year (Compulsory term) (Minimum payments) 2011 Ps. 268,399 Ps. 349,588 2012 Ps. 258,819 Ps. 324,732 2013 Ps. 241,683 Ps. 322,839 2014 Ps. 221,093 Ps. 304,246 2015 Ps. 204,313 Ps. 330,788 2016 and thereafter Ps. 445,604 Ps. 6,770,989
Total rent under operating leases recorded to results of operations for the years ended December 31, 2010 and 2009 was Ps. 2,849,261 and Ps. 2,039,433, respectively.
NOTE 16 – INCOME TAX: The Company and its subsidiaries, except Walmart Bank and Walmart Central America, have been authorized by the Ministry of Finance and Public Credit to determine their tax results on a consolidated basis. An analysis of taxes recorded to results of operations is as follows::
December 31 2010 2009 Current income tax Ps. 7,722,616 Ps. 6,252,431 Deferred income tax 343,143 ( 40,192) Total Ps. 8,065,759 Ps. 6,212,239
An analysis of the deferred tax liabilities (assets) derived from temporary differences is as follows:
December 31 2010 2009 Property and equipment Ps. 7,812,433 Ps. 6,862,736 Inventories 24,409 33,934 Repatriation of earnings of Walmart Central America 890,390 - Unamortized tax loss for the Walmart Bank and Walmart Central America ( 667,230) ( 468,864) Advance collections ( 191,267) ( 159,472) Other long-term liabilities ( 401,530) ( 168,600) Other items, net ( 512,406) ( 623,569) Total Ps. 6,954,799 Ps. 5,476,165
At December 31, 2010, the effective consolidated tax rate is 29.2% (27.0% in 2009).
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In Mexico, the applicable income tax rate will be 30% for 2010 to 2012 (28% in 2009), 29% in 2013 and 28% beginning 2014 and thereafter. The applicable income tax rates for the other countries are as follows:
Rate Guatemala 31%
El Salvador 25%
Honduras 30%
Costa Rica 30%
Nicaragua 30%
In Mexico, the Company’s current income tax for 2010 and 2009 includes the partial taxation of the inventory held at December 31, 2004, since as provided for under the Income Tax Law, the Company had opted to consider such inventories as taxable over a number of years for purposes of deducting cost of sales at merchandise sold. The goodwill resulting from the acquisition of Walmart Central America is not deductible under Mexican income tax law and thus, it has no effect on the Company’s deferred taxes. The Company has tax losses from Walmart Bank and Walmart Central America, and in conformity with the current income tax laws of each of the countries where these subsidiaries operate, such losses may be carried forward against the taxable income generated in future years. An analysis of the available tax loss carryforward at December 31, 2010 is as follows:
Walmart Walmart Year of expiration Bank Central América 2012 Ps. - Ps. 4,577 2013 - 4,622 2014 - 1,949 2015 - 1,896 2016 25,186 - 2017 251,472 - 2018 611,048 - 2019 748,900 - 2020 687,773 Ps. 2,324,379 PS 13,044
Based on the forecast of its taxable income, the Company will continue generating income tax in upcoming years.
NOTA 17 – OBLIGACIONES LABORALES: Mexico: The Company has set up a defined benefits trust fund to cover seniority premiums accruing to employees. Workers make no contributions to this fund. The Company also recognizes the liability for employee termination payments. Both these obligations are computed using the projected unit credit method. At December 31, the Company’s assets, liabilities and costs related to seniority premiums and employee termination payments for reasons other than corporate restructuring are as follows:
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Employee termination Seniority premiums payments 2010 2009 2010 2009
Vested benefit obligation Ps. 247,908 Ps. 185,204 Ps. 84,789 Ps. 44,616
Defined benefit obligation Ps.528,164 Ps. 448,637 Ps. 140,165 Ps. 122,375 Plan assets ( 478,853) ( 421,623) - - Unamortized items ( 1,110) 12,844 2,545 5,242 Net projected liability Ps. 48,201 Ps. 39,858 Ps. 142,710 Ps. 127,617
Labor cost for current service Ps. 70,080 Ps. 61,621 Ps. 9,889 Ps. 8,975 Financial cost 38,806 33,947 10,297 9,354 Return on plan assets ( 35,367) ( 32,485) - - Actuarial loss (gain) 7,959 3,782 ( 5,093) ( 6,815) Net period cost Ps. 81,478 Ps. 66,865 Ps. 15,093 Ps. 11,514
Benefits paid from and contributions made to the trust for seniority premiums in Mexico at December 31, 2010 aggregated Ps. 36,523 (Ps. 32,822 in 2009) and Ps. 73,135 (Ps. 53,760 in 2009), respectively. At December 31, 2010, the plan assets have been invested through the trust as follows: 98% in the money market and 2% in mutual funds. The following is an analysis at December 31 of the Company’s assets and liabilities that make up its labor obligations related to seniority premiums and employee termination payments for reasons other than corporate restructuring:
Employee termination Seniority premiums payments
Defined Defined benefit Plan Unamortize benefit Unamortize Year obligation Plan assets status d items obligation d items
2010 Ps. 528,164 Ps.(478,853) Ps. 49,311 Ps. ( 1 ,110) Ps. 140,165 Ps. 2,545 2009 Ps. 448,637 Ps.(421,623) Ps. 27,014 Ps. 12,844 Ps. 122,375 Ps. 5,242 2008 Ps. 382,977 Ps.(367,145) Ps. 15,832 Ps. 11,438 Ps. 108,543 Ps. 7,605 2007 Ps. 347,421 Ps.(319,792) Ps. 27,629 Ps. ( 3,009) Ps. 99,378 - 2006¹ Ps. 298,380 Ps.(279,399) Ps. 18,981 Ps. 6,349 Ps. 42,600 -
(1) Figures in thousands of Mexican pesos with purchasing power at December 31, 2007. In Mexico, the Company computed deferred employee profit sharing for the years ended December 31, 2010 and 2009 using the asset and liability method, as required by Mexican FRS D-3. The result of these computations is that the Company had no deferred employee profit sharing in such years.
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Central America: At December 31, 2010, an analysis of the liabilities and costs associated to employee’s termination payments in Central America are as follows:
Defined benefit Labor cost Country obligation for current service Guatemala Ps. 421,511 Ps. 100,893 El Salvador 42,749 18,394 Honduras 66,117 20,746 Costa Rica 21,484 37,958 Nicaragua 9,421 7,158 Total Ps. 561,282 Ps. 185,149
At December 31, 2010, termination payments aggregated Ps. 138,438.
At December 31, 2010, the actuarial assumptions used in the valuation of each country are as follows:
Salary Return rate of Discount rate increase rate the plan assets Mexico 9.0% 5.25% 8.75% Guatemala 9.0% 5.4% N/A El Salvador 8.0% 3.4% N/A Honduras 11.0% 6.5% N/A Costa Rica 7.0% 4.4% N/A Nicaragua 15.8% 11.7% N/A
NOTE 18 – SHAREHOLDERS’ EQUITY: a. At a Board of Directors’ meeting held on February 11, 2010, the members of the Board approved a two-to-one stock split. As a result, the Company’s capital stock is now represented by 17,926,000,000 shares. The stock split was carried out on April 23, 2010 by having the shareholders exchange their old shares through coupon No. 49. The issuance of the new shares had no effect on the amount of capital stock and all data related to the number of shares has been adjusted by the split. b. Ordinary and extraordinary shareholders’ meetings: At an ordinary meeting held on March 11, 2010, the shareholders adopted the following resolutions: 1. Approval of a cap of Ps. 8,000,000 on the amount the Company will use in 2010 to repurchase its own shares. 2. Cancellation of 137,158,124 series “V” shares resulting from the repurchase of shares. 3. A declared dividend, for which shareholders will receive a cash payment at the rate of $ 0.35 pesos per share. Such dividend will be paid on April 16, 2010. At an extraordinary shareholders’ meeting held on December 22, 2009, the shareholders approved the acquisition of the shares of TFB Corporation N.V. and Subsidiaries (Walmart Central America) through the merger of such company into WALMEX via a related party. At an ordinary meeting held on March 12, 2009, the shareholders adopted the following resolutions: 1. Approval of a cap of Ps. 8,000,000 on the amount the Company will use in 2009, to repurchase its own shares.
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2. Cancellation of 139,880,200 series “V” shares resulting from the repurchase of shares. 3. Increase in the legal reserve of Ps. 297,151, charged to retained earnings. 4. A declared dividend, for which shareholders will receive a cash payment at the rate of $ 0.305 pesos per share. Such dividend will be paid on April 30, 2009. c. The Company’s capital stock is comprised of unlimited registered shares with no par value. At December 31, unrestated capital and the number of shares are as follows:
Capital Stock 2010 2009 - Fixed Ps. 5,574,801 Ps. 1,844,173 Variable 37,586,089 12,525,307 Total Ps. 43,160,890 Ps. 14,369,480
Number of freely subscribed common series “V” shares: 2010 2009 - Fijxed (Class 1) 2,305,357,888 2,150,012,148 Variable (Class 2) 15,543,045,112 14,602,516,298 Total 17,848,403,000 16,752,528,446
Capital stock at December 31, 2010 and 2009 includes in both years capitalized earnings of Ps. 11,451,328 and Ps. 899,636 in capitalized restatement accounts. During the year ended December 31, 2010, WALMEX repurchased 112,062,724 (116,832,400 in 2009) of its own shares, of which 34,465,724 (14,140,000 in 2009) were cancelled as per the resolution adopted at the shareholders’ meeting held on March 11, 2010 (March 12, 2009). As a result of the share repurchases, historical capital stock was reduced by Ps. 217,207 (Ps. 100,213 in 2009). The difference between the theoretical value and the repurchase cost of the shares acquired was applied against retained earnings. d. Distributed earnings and capital reductions in excess of the balance of the net tax profit account (CUFIN) and the restated contributed capital account (CUCA) will be subject to taxation in terms of Articles 11 and 89 of the Mexican Income Tax Law. At December 31, 2010 and 2009, the total balance of the aforesaid tax accounts is Ps. 117,570,192 and Ps. 76,682,126, respectively. e. The employee stock option plan fund consists of 278,834,298 WALMEX shares, of which 273,581,106 shares have been placed in a trust created for such purpose. The amount recorded to results of operations for this item aggregates Ps. 248,900 in 2010 and Ps. 205,954 in 2009, which represents no cash disbursement.
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An analysis of movements in the Company’s employee stock option plan is as follows:
Weighted average Number of price per share shares (pesos) Balance at December 31, 2008 266,793,314 12.67 Granted 63,212,136 15.97 Exercised ( 39,272,738) 9.24 Cancelled ( 4,720,176) 20.06 Balance at December 31, 2009 286,012,536 13.75 Granted 38,942,702 29.69 Exercised ( 50,287,056) 11.17 Cancelled ( 9,458,231) 19.73 Balance at December 31, 2010 265,209,951 16.37 Shares available for option grant: December 31, 2010 13,624,347 December 31, 2009 2,492,818
Regarding the information at December 31, 2009, there was a change in the number of granted shares compared to the number shares available on the same date. This change had no material effect on the Company’s result of operations, in conformity with Mexican FRS D-8, Share-based Payments. At December 31, 2010, the employee stock options granted and exercisable, included in the employee stock option plan fund were as shown below:
Granted Exercisable Weighted Weighted Average average average Range of remaining price per price per exercise price Number of life (in share Number of share (pesos) shares years) (pesos) shares (pesos) 4.98 – 5.71 5,253,192 0.1 5.68 5,253,192 5.68 5.37 – 6.32 10,116,268 1.2 6.26 10,116,268 6.26 5.78 – 6.88 16,080,688 2.2 6.29 16,080,688 6.29 8.45 – 9.09 21,958,621 3.2 8.46 21,958,621 8.46 9.90 26,772,152 4.2 9.90 26,772,152 9.90 14.40 – 15.02 28,260,710 5.2 14.40 19,960,213 14.39 21.55 25,934,349 6.2 21.55 13,514,590 21.55 19.35 39,355,149 7.2 19.35 12,727,131 19.35 15.85 – 22.80 54,407,575 8.2 15.94 7,572,212 15.98 29.69 – 31.05 37,071,247 9.2 29.70 - - 265,209,951 6.0 16.37 133,955,067 13.24
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NOTE 19 – COMPREHENSIVE FINANCING RESULT: An analysis of comprehensive financing result is as follows:
December 31 2010 2009 Financial income, net Ps. 498,027 Ps. 672,723 Exchange gain (loss), net 61,341 ( 10,633) Monetary position gain 58,603 - Accrued interest on contingent payment ( 158,037) - Total Ps. 459,934 Ps. 662,090
The monetary position gain is the result of the application of Mexican FRS B-10 in Costa Rica and Nicaragua. Such gain was determined by applying factors resulting from changes in the purchasing power of each country’s currency to the net monetary assets and liabilities during the year. As a result of the acquisition of Walmart Central America, the Company recognized a contingent liability at present value in its financial statements at February 28, 2010. Since March 2010, the difference between future value and present value of such liability has given rise to interest that requires no cash disbursement..
NOTE 20 – SEGMENT FINANCIAL INFORMATION: The Company’s segment financial information was prepared based on a managerial approach and the criteria established in Mexican FRS B-5. The Company operates in Mexico and Central America, its sales are made to the general public, and it is primarily engaged in operating self-service stores. The Company has identified the following operating segments and by geographical area: Mexico: • Self-service: Operation of discount stores, hypermarkets, membership self-service wholesale stores and supermarkets. • Financial services: Operation of bank branches to provide banking and credit services. • Other: Consists of department stores, restaurants and the real estate transactions with third parties. Central America: Operation of discount stores, supermarkets, hypermarkets discount, warehouse stores and membership self-service wholesale stores in Guatemala, El Salvador, Honduras, Nicaragua and Costa Rica. An analysis of segment information and geographical area at December 31 is as follows:
Total revenues Operating income Segment 2010 2009 2010 2009 Mexico: Self-service Ps. 280,778,127 Ps. 256,313,101 Ps. 24,179,330 Ps. 21,429,255 Financial services 181,797 173,081 ( 723,222) ( 745,328) Others 15,709,094 13,964,969 1,998,699 1,584,572 Subtotal 296,669,018 270,451,151 25,454,807 22,268,499
Central America: Self-service 39,188,379 - 1,589,667 - Consolidated Ps. 335,857,397 Ps. 270,451,151 Ps. 27,044,474 Ps. 22,268,499
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Purchase of property and equipment Depreciation Segment 2010 2009 2010 2009 Mexico: Self-service Ps. 10,506,652 Ps. 9,107,442 Ps. 4,535,342 Ps. 3,895,827 Financial services 130,098 203,344 49,642 64,837 Others 910,141 423,771 695,501 685,548 Subtotal 11,546,891 9,734,557 Ps. 5,280,485 4,646,212
Central America: Self-service 1,583,077 - 968,573 - Consolidated Ps. 13,129,968 Ps. 9,734,557 Ps. 6,249,058 Ps. 4,646,212
Total assets Current liabilities Segment 2010 2009 2010 2009 Mexico: Self-service Ps. 124,208,356 Ps. 109,641,979 Ps. 37,383,055 Ps. 33,859,456 Financial services 2,236,009 1,399,093 1,424,884 541,748 Others 14,636,370 14,483,375 2,298,213 2,033,073 Unassignable items 6,456,509 7,614,707 3,303,641 3,478,325 Subtotal 147,537,244 133,139,154 Ps. 44,409,793 39,912,602
Central America: Self-service 47,270,324 - 6,315,733 - Consolidated Ps. 194,807,568 Ps. 133,139,154 Ps. 50,725,526 Ps. 39,912,602
Unassignable items refer primarily to reserve land, cash and cash equivalents of the parent and real estate companies, as well as income tax payable.
NOTE 21 – NEW ACCOUNTING PRONOUNCEMENTS: In 2010, the CINIF approved the publication of Mexican FRS C-4, Inventories; Mexican FRS C-5, Prepayments; Mexican FRS C-6, Property, Plant and Equipment; and Mexican FRS C-18, Obligations Related to the Retirement of Property, Plant and Equipment. All of these new pronouncements will become effective as of January 1st, 2011, except for the changes resulting from the segregation of property, plant and equipment that clearly have different useful lives, which will be required as of 2012. The application of these new standards will have no material effect on the Company’s financial statements.
NOTE 22 – APPROVAL OF FINANCIAL STATEMENTS The accompanying financial statements and their notes at and for the years ended December 31, 2010 and 2009 were approved by the Company’s Board of Directors at a meeting held on February 21, 2011.
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