Walmart to Invest $16 Billion to Acquire a 77% Stake in India's Flipkart

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Walmart to Invest  Billion to Acquire a 77% Stake in India's Flipkart
May 10, 2018

                                Walmart to Invest $16 Billion to Acquire a 77% Stake in India’s
                                Flipkart

                                   1) On May 9, Walmart announced the signing of a definitive agreement to invest $16
                                      billion for a 77% stake in Flipkart, a leading online retailer in India. The company said
                                      it supports Flipkart’s ambition to become a publicly listed subsidiary in the future.
                                   2) Walmart believes the acquisition will create significant long-term value for
                                      shareholders through entering a critical growth market, acquiring a leader in e-
                                      commerce, acquiring local talent with global expertise and achieving long-term
                                      growth.
                                   3) The investment includes $2 billion of new equity funding, supported by newly issued
                                      debt and cash on hand. The company expects the investment to reduce FY19 EPS by
                                      $0.25–$0.30 and FY20 EPS by $0.20, assuming a close in the second quarter of this
                                      fiscal year.

                                Walmart to Invest $16 Billion for a 77% Stake in India‘s Flipkart
                                On May 9, Walmart announced the signing of a definitive agreement to invest $16 billion
                                for a 77% stake in Flipkart, a leading e-commerce player in India. The company said it
                                supported Flipkart’s ambition to become a publicly listed subsidiary in the future.
                                Walmart commented that India is one of the most attractive retail markets in the world,
                                due to its size and growth rate, and the investment is an opportunity to partner with the
                                company that is leading the transformation of e-commerce in India.
                                The investment includes $2 billion of new equity funding, supported by newly issued debt
                                and cash on hand. The company estimates the investment will reduce FY19 EPS by $0.25–
                                $0.30 and FY20 EPS by $0.20, assuming a close in the second quarter of this fiscal year.

Deborah Weinswig, CEO and Founder, Coresight Research
deborahweinswig@fung1937.com US: 917.655.6790 HK: 852.6119.1779 CN: 86.186.1420.3016                                         1
Copyright © 2018 Coresight Research. All rights reserved.
Walmart to Invest  Billion to Acquire a 77% Stake in India's Flipkart
May 10, 2018

                                Rationale for the Transaction
                                The company began its presentation with its slogan, “We save people money so they can
                                live better.”
                                Key points from the discussion follow.

                                Flipkart Fits Within Walmart’s International Strategy
                                   • The Flipkart investment represents a high-growth, attractive market opportunity
                                      with the local leader.
                                   • India is one of the key growth markets in which Walmart wants to practice active
                                     portfolio management.
                                   • Other points include Walmart’s pledge to create disciplined growth through a
                                     differentiated customer proposition, to be the lowest-cost operator and to build
                                     strong foundations.

                                Flipkart Transforms Walmart’s E-Commerce Opportunity in a Critical Growth Market

                                The India market:
                                  • Is an attractive opportunity in one of the fastest-growing markets.
                                   • E-commerce is growing four times as fast as the retail industry.

                                Flipkart:
                                   • Is the local leader, with $7.5 billion of annual gross merchandise value (GMV), which
                                      is the total value of goods sold through the sites, and 54 million active customers.
                                   • Has an experienced and committed management team, with strong in-country
                                     experience.
                                   • Has strong shareholder partners and a successful track record of investments in Asia.
                                   • Creates long-term value for shareholders, associates, communities and the Indian
                                     economy.

                                India Is a Compelling Market with Long-Term Potential
                                   • India’s GDP has grown at a 9.4% compound annual growth rate (CAGR) over the past
                                      10 years.
                                   • The country has 443 million millennials, plus 393 million Generation Zers, comprising
                                     66% of the population.
                                   • 35% of the population uses the Internet, making India the second-largest Internet
                                     market globally.
                                   • The mobile percentage of Internet traffic is 79%, versus 50% globally.
                                   • Smartphone penetration is estimated to hit 58% in 2020, versus 30% in 2017.

                                India E-Commerce Is Projected to Grow Four Times as Fast as Total Retail Over the Next
                                Five Years
                                Total India retail is projected to grow at 9% over the next five years, compared to 36% for
                                e-commerce.
                                The following graph shows the expected acceleration in Indian e-commerce.

Deborah Weinswig, CEO and Founder, Coresight Research
deborahweinswig@fung1937.com US: 917.655.6790 HK: 852.6119.1779 CN: 86.186.1420.3016                                     2
Copyright © 2018 Coresight Research. All rights reserved.
Walmart to Invest  Billion to Acquire a 77% Stake in India's Flipkart
May 10, 2018

                                Figure 1. India E-Commerce Penetration (Excluding Services)

                                  7.0%                                                                            6.2%
                                  6.0%
                                  5.0%
                                  4.0%
                                  3.0%                                                               2.1%
                                                                                       1.8%   1.8%
                                  2.0%
                                                                              1.0%
                                  1.0%       0.2%       0.3%       0.4%

                                  0.0%
                                             FY12       FY13       FY14       FY15     FY16   FY17   FY18         FY23E

                                Source: Bain & Co.

                                Flipkart Is the Local Leader in India E-Commerce
                                The following graphic shows a screenshot of Flipkart’s app, outlines the flagship Flipkart
                                businesses and illustrates Flipkart’s ecosystem.

                                Source: Walmart

                                Flipkart Is Positioned for Significant Growth
                                The graph below shows Flipkart’s GMV and the number of active customers, and the
                                sidebar shows the number of units sold in FY18.

Deborah Weinswig, CEO and Founder, Coresight Research
deborahweinswig@fung1937.com US: 917.655.6790 HK: 852.6119.1779 CN: 86.186.1420.3016                                         3
Copyright © 2018 Coresight Research. All rights reserved.
May 10, 2018

                                  Gross Merchandise Value                       Active Customers (Mil.)
                                         (USD Mil.)

                                Note 1: Gross Merchandise Value (GMV), as defined by Flipkart represents the total dollar value of orders
                                processed on its marketplaces in the period without reduction for returns.
                                Note 2: Active customers are customers transacting at least once in the last 12 months. Total does not exclude
                                customer overlap between entities.
                                Source: Walmart

                                Flipkart Maintains a Leading Position in Fast-Growing Categories
                                The following graphic ranks Flipkart’s position by GMV share.

                                Source: Wall Street analysts and Bain & Company estimates.

                                Walmart Is Working with Strong Shareholder Partners
                                Key strategic and shareholder partners include the following leading companies:

                                Source: Walmart

Deborah Weinswig, CEO and Founder, Coresight Research
deborahweinswig@fung1937.com US: 917.655.6790 HK: 852.6119.1779 CN: 86.186.1420.3016                                                             4
Copyright © 2018 Coresight Research. All rights reserved.
May 10, 2018

                                Details from the Transaction

                                Transaction Structure
                                  • Walmart’s investment of approximately $16 billion, including $2 billion of new
                                     equity funding, which will help Flipkart achieve its growth potential.
                                   • Walmart’s initial ownership stake is approximately 77%.
                                   • The remaining shares will be held by Flipkart’s existing shareholders, including
                                     Cofounder Binny Bansal, Tencent Holdings, Tiger Global Management and Microsoft.
                                   • Walmart supports Flipkart’s ambition to transition into a publicly listed, majority-
                                     owned subsidiary in the future.
                                   • The closing is expected later in FY19, subject to regulatory approval.

                                Financial Impact
                                   • The investment will be funded by a combination of newly issued debt and cash on
                                     hand.
                                   • Flipkart will be reported as part of Walmart’s International segment.
                                   • If the acquisition closes at the end of the fiscal second quarter, FY19 EPS will be
                                     reduced by $0.25–$0.30 and FY20 EPS by $0.20.
                                   • In the mid to long term, as the business scales and efficiencies are realized, Walmart
                                     expects losses to decline and returns to improve.
                                   • Walmart anticipates the continuation of its current share buyback program, while
                                     maintaining its strong credit profile.

                                The Transaction Is Expected to Create Significant Long-Term Value for Shareholders
                                Walmart sees value in:
                                   • Entering a critical growth market.
                                   • Acquiring a leader in e-commerce.
                                   • Acquiring local talent with global expertise.
                                   • Achieving long-term growth.

Deborah Weinswig, CEO and Founder, Coresight Research
deborahweinswig@fung1937.com US: 917.655.6790 HK: 852.6119.1779 CN: 86.186.1420.3016                                        5
Copyright © 2018 Coresight Research. All rights reserved.
May 10, 2018

                                Deborah Weinswig, CPA
                                CEO and Founder
                                Coresight Research
                                New York: 917.655.6790
                                Hong Kong: 852.6119.1779
                                China: 86.186.1420.3016
                                deborahweinswig@fung1937.com

                                John Harmon, CFA
                                Senior Analyst

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Deborah Weinswig, CEO and Founder, Coresight Research
deborahweinswig@fung1937.com US: 917.655.6790 HK: 852.6119.1779 CN: 86.186.1420.3016             6
Copyright © 2018 Coresight Research. All rights reserved.
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