SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended July 31, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period From ________to _________
Commission file number 1-6991
WAL-MART STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 71-0415188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
702 S.W. Eighth Street
Bentonville, Arkansas 72716
(Address of principal executive offices)
(501) 273-4000
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter periods that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by the court.
Yes No
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
Common Stock, $.10 Par Value -- 2,295,757,065 shares as of July 31, 1995.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
WAL-MART STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in millions)
<CAPTION>
July 31, January 31,
1995 1995
ASSETS (Unaudited) (*Note)
<S> <C> <C>
Cash and cash equivalents $ 6 $ 45
Receivables 858 700
Recoverable costs from sale/leaseback 176 200
Inventories 15,077 14,064
Other current assets 392 329
Total current assets 16,509 15,338
Property, plant and equipment 19,259 17,090
Less accumulated depreciation 3,280 2,782
Net property, plant and equipment 15,979 14,308
Property under capital leases 2,242 2,147
Less accumulated amortization 630 581
Net property under capital leases 1,612 1,566
Other assets and deferred charges 1,218 1,607
Total assets $35,318 $32,819
LIABILITIES AND SHAREHOLDERS' EQUITY
Commercial paper $ 2,123 $ 1,795
Accounts payable 6,438 5,907
Other current liabilities 2,362 2,271
Total current liabilities 10,923 9,973
Long-term debt 8,291 7,871
Long-term obligations under
capital leases 1,901 1,838
Deferred income taxes and other 823 411
Common stock and paid-in capital 769 769
Retained earnings 13,129 12,213
Foreign currency translation adjustment ( 518) ( 256)
Total shareholders' equity 13,380 12,726
Total liabilities and
shareholders' equity $35,318 $32,819
</TABLE>
[FN]
<F1>
See accompanying notes to condensed consolidated financial statements.
<F2>
*Note: The balance sheet at January 31, 1995 has been taken from the
audited financial statements at that date, and condensed.
<TABLE>
WAL-MART STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Amounts in millions except per share data)
<CAPTION>
Three Months Ended Six Months Ended
July 31, July 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net Sales $22,723 $19,942 $43,163 $37,628
Other income 284 253 497 419
23,007 20,195 43,660 38,047
Costs and expenses:
Cost of sales 18,095 15,960 34,290 30,024
Operating, selling
and general and
administrative
expenses 3,693 3,169 7,070 6,015
Interest costs:
Debt 165 123 320 225
Capital leases 47 52 93 106
22,000 19,304 41,773 36,370
Income before taxes 1,007 891 1,887 1,677
Provision for taxes on
income 374 326 700 614
Net income $ 633 $ 565 $ 1,187 $ 1,063
Net income per share $ .28 $ .25 $ .52 $ .46
Dividends per share $ .05 $ .0425 $ .10 $ .085
Beginning of the year
shareholders' equity $12,726 $10,753 $12,726 $10,753
Return for the period
on beginning of the
year shareholders'
equity 4.97% 5.25% 9.33% 9.89%
Average number of
common shares
outstanding 2,296 2,299 2,296 2,299
</TABLE>
[FN]
See accompanying notes to condensed consolidated financial statements.
<TABLE>
WAL-MART STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in millions)
<CAPTION>
Six Months Ended July 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $1,187 $1,063
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 604 491
Increase in inventories ( 887) ( 1,707)
Increase in accounts payable 411 1,504
Noncash items and other ( 462) ( 351)
Net cash provided by operating activities 853 1,000
Cash flows from investing activities:
Net additions of property, plant
and equipment ( 1,710) ( 1,394)
Acquisition of Woolworth Canada, Inc. assets - ( 367)
Investment in international operations ( 53) ( 180)
Other investing activities 54 ( 12)
Net cash used in investing activities ( 1,709) ( 1,953)
Cash flows from financing activities:
Increase in commercial paper 325 532
Proceeds from issuance of long-term debt 777 998
Payment of long-term debt ( 5) ( 264)
Dividends paid ( 230) ( 195)
Other financing activities ( 50) ( 128)
Net cash provided by financing activities 817 943
Net decrease in cash and cash equivalents ( 39) ( 10)
Cash and cash equivalents at beginning of year 45 20
Cash and cash equivalents at end
of period $ 6 $ 10
Supplemental Disclosure of Cash Flow Information:
Income tax paid $ 973 $ 717
Interest paid 406 313
Capital lease obligations incurred 108 84
</TABLE>
[FN]
See accompanying notes to condensed consolidated financial statements.
WAL-MART STORES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A. BASIS OF PRESENTATION
The condensed consolidated balance sheet as of July 31, 1995, and
the related condensed consolidated statements of income and cash flows
for the periods ended July 31, 1995 and 1994 are unaudited. In the
opinion of management, all adjustments necessary for a fair
presentation of such financial statements have been included. Such
adjustments consisted only of normal recurring items. Interim reports
are not necessarily indicative of results for a full year.
The financial statements and notes are presented in accordance
with the rules and regulations of the Securities and Exchange
Commission, and do not contain certain information included in the
Company's annual report. Therefore, the interim statements should be
read with the annual report.
NOTE B. INVENTORIES
Inventories are valued at the lower of cost or market value,
using the last-in, first-out (LIFO) method for substantially all
inventories. Quarterly inventory determinations under LIFO are
partially based on assumptions as to inventory levels at the end of
the fiscal year, sales, and the rate of inflation for the year. If
the first-in, first-out (FIFO) method of accounting had been used by
the Company, inventories at July 31, 1995 would have been $364 million
higher than reported, an increase in the LIFO reserve of $13 million
from January 31, 1995, and an increase of $5 million from April 30,
1995. If the FIFO method had been used at July 31, 1994, inventories
would have been $490 million higher than reported, an increase in the
LIFO reserve of $22 million from January 31, 1994, and an increase of
$12 million from April 30, 1994.
NOTE C. LONG-TERM DEBT
During the six months ended July 31, 1995, the Company sold $250
million in aggregate principal amount of 7.00% notes due April 27,
1998, and $200 million in aggregate principal amount of 6.75% notes
due May 24, 2002, outside the United States in the European market.
In addition, the Company sold $300 million in aggregate principal
amount of 6.75% notes due May 15, 2002, under the Company's available
shelf registration statements filed with the Securities and Exchange
Commission. Pursuant to these shelf registration statements, the
Company has registered debt securities after giving effect to the sale
of notes in the aggregate principal amount of $300 million mentioned
above, aggregating $751 million, which it may issue in the future.
The notes sold outside the United States have not been registered
<PAGE>
under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.
Subsequent to July 31, 1995, the Company repaid $100 million of
aggregate principal amount 10.875% debentures due August 15, 2000.
Such repayment has been classified as a current liability in the
accompanying consolidated balance sheet as of July 31, 1995.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
Increased sales during the six months ended July 31, 1995, were
attributable to an increase in comparable Wal-Mart and Supercenter
store sales of 7%, an increase in Sam's Clubs comparable store sales
of 3%, and to the Company's recent expansion activities. Domestic
expansion activity for the six months ended July 31, 1995 included 30
new Wal-Mart stores, six new Supercenters, five new Sam's Clubs, along
with the conversion of 35 Wal-Mart stores to Supercenters and the
relocation or expansion of 44 Wal-Mart stores and two Sam's Clubs.
International expansion included the addition of four Wal-Mart stores
in Canada, 11 units in Mexico, and a Sam's Club in Brazil.
International sales accounted for 3.4% of total sales during the first
six months of this year compared to 1.4% in last year's six month
period and 3.5% in the second quarter of fiscal 1996 compared to 1.8%
in last year's second quarter. Sam's Clubs sales as a percentage of
total sales fell from 23.5% in fiscal 1995 to 21.5% in fiscal 1996,
and fell from 23.4% in last year's second quarter to 21.4% in this
year's second quarter.
At July 31, 1995, the Company had 1,977 Wal-Mart stores, 188
Supercenters, and 431 Sam's Clubs in the United States, along with 127
Canadian Wal-Mart stores, three Hong Kong Value Clubs, one club in
Brazil, eight units in Puerto Rico, and 107 units in Mexico.
The Company's gross profit as a percentage of sales increased
from 19.97% in the second quarter of fiscal 1995 to 20.37% during the
second quarter of fiscal 1996, and from 20.21% for the six months
ended July 31, 1994 to 20.56% for the six months ended July 31, 1995.
The increases were primarily due to changes in the percentages of
total sales generated by certain operating units. The decrease in
Sam's Clubs' sales as a percentage of total sales and the increase in
international sales favorably impacts the gross profit percentage as
Sam's Clubs' gross profit percentage is lower than the Company's
overall gross profit percentage and international gross profit
percentage is higher than the overall gross profit percentage.
Operating, selling, general, and administrative expenses
increased from 15.89% in the second quarter of fiscal 1995 to 16.25%
during the second quarter of fiscal 1996, and from 15.99% for the six
months ended July 1994 to 16.38% for the six months ended July 31,
1995. The increases were primarily due to changes in the percentages
of total sales generated by certain operating units as discussed
above. Because Sam's Clubs' expenses as a percentage of sales are
lower than the Company's overall expense rate, and because
international expenses as a percentage of sales are higher than the
overall rate, the expense rate has increased.
Interest expense increased $37 million in the second quarter of
fiscal 1996 and $82 million in the six months ended July 31, 1995 when
compared to the same periods in fiscal 1995. The increases are due to
additional borrowings used to finance the Company's expansion program
and increased short term borrowing rates.
Liquidity and Capital Resources
Cash flows provided by operating activities were $853 million in
the first six months of fiscal 1996 compared to $1,000 million in the
first six months of fiscal 1995. The decrease is primarily due to
inventories increasing at a higher rate than accounts payable in
fiscal 1996 when compared to fiscal 1995. Cash flows from operations,
along with commercial paper increases of $325 million, and long-term
debt proceeds of $777 million, were used to finance capital
expenditures of $1,710 million, invest in international operations,
and pay dividends.
During the six months ended July 31, 1995, the Company took
advantage of favorable debt rates and sold $250 million in aggregate
principal amount of 7.00% notes due April 27, 1998, and $200 million
in aggregate principal amount of 6.75% notes due May 24, 2002, outside
the United States in the European market. In addition, the Company
sold $300 million in aggregate principal of 6.75% notes due May 15,
2002 under the Company's available shelf registration statements filed
with the Securities and Exchange Commission. Pursuant to these shelf
registration statements, the Company has registered debt securities,
after giving effect to the sale of notes in the aggregate principal
amount of $300 million mentioned above, aggregating $751 million which
it may issue in the future. The notes sold outside the United States
have not been registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
Subsequent to July 31, 1995, the Company repaid $100 million in
aggregate principal amount of 10.875% debentures due August 15, 2000.
The retirement of this debt, which carried a higher rate than the
Company's overall cost of capital, was funded by issuing additional
commercial paper.
Cash flow provided by operations along with the available debt
under the shelf registration statements should be adequate to fund the
Company's expansion program, operational, and other cash needs.
At July 31, 1995, the Company had total assets of $35,318 million
compared with $32,819 million at January 31, 1995. The increase was
primarily due to property additions of $1.7 billion and an increase in
inventory of $1.0 billion. Working capital at July 31, 1995 was
$5,586 million, up $221 million from January 31, 1995. The ratio of
current assets to current liabilities was 1.5 to 1.0 at July 31, 1995,
January 31, 1995, and July 31, 1994.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Shareholders' Meeting was held June 2,
1995 in Fayetteville, Arkansas.
At the annual meeting, the shareholders elected for one-year
terms all persons nominated for directors as set forth in the
proxy statement dated April 10, 1995. The shareholders also
considered but did not approve two shareholder proposals
requesting the Board of Directors (1) prepare a report to
shareholders and employees containing certain information with
respect to the make-up of the Company's employees as disclosed in
its EEOC-1 report filed with the Equal Opportunity Commission and
disclosing certain of the Company's policies and programs with
respect to its employment practices ("Shareholder Proposal No.
1"), and (2) adopt a policy of cumulative voting for the
election of directors ("Shareholder Proposal No. 2"). The table
below sets forth the results of voting at the Annual Meeting:
<TABLE>
<CAPTION>
Against or Broker
For Withheld Abstentions Non-Votes
Election of Directors:
<S> <C> <C> <C> <C>
Paul R. Carter 2,040,646,177 11,915,881 -0- -0-
John A. Cooper, Jr. 2,040,847,052 11,715,006 -0- -0-
Robert H. Dedman 2,040,414,610 12,147,448 -0- -0-
David D. Glass 2,040,135,418 12,426,640 -0- -0-
Frederick S. Humphries 2,039,889,378 12,672,680 -0- -0-
F. Kenneth Iverson 2,040,591,352 11,970,706 -0- -0-
Elizabeth A. Sanders 2,040,740,881 11,821,177 -0- -0-
Jack Shewmaker 2,036,703,322 15,858,736 -0- -0-
Donald G. Soderquist 2,040,583,752 11,978,306 -0- -0-
John T. Walton 2,040,627,213 11,934,845 -0- -0-
S. Robson Walton 2,040,664,611 11,897,447 -0- -0-
Shareholder Proposal
No. 1 98,950,898 1,697,462,564 44,534,663 211,613,933
Shareholder Proposal
No. 2 209,066,443 1,618,044,994 14,712,548 210,724,291
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) The following document is filed as an exhibit to this Form
10-Q:
Exhibit 27 - Financial Data Schedule
(b) A Form 8-K was filed on May 19, 1995, to file a discussion
of the Company's sale of notes outside the United States
with the Securities and Exchange Commission pursuant to Rule
135c under the Securities Act of 1933, as amended.
(c) For the purpose of complying with the amendments to the
rules governing Form S-8 (effective July 13, 1990) under the
Securities Act of 1933, as amended, the undersigned
Registrant hereby undertakes as follows, which undertaking
shall be incorporated by reference into Registrant's
Registration Statement on Form S-8 (File No. 2-64662):
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933, and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
WAL-MART STORES, INC.
Date: September 8, 1995 /s/David D. Glass
David D. Glass
President and
Chief Executive Officer
Date: September 8, 1995 /s/Paul R. Carter
Paul R. Carter
Executive Vice President
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-END> JUL-31-1995
<CASH> 6
<SECURITIES> 0
<RECEIVABLES> 858
<ALLOWANCES> 0
<INVENTORY> 15,077
<CURRENT-ASSETS> 16,509
<PP&E> 19,259
<DEPRECIATION> 3,280
<TOTAL-ASSETS> 35,318
<CURRENT-LIABILITIES> 10,923
<BONDS> 0
<COMMON> 230
0
0
<OTHER-SE> 13,150
<TOTAL-LIABILITY-AND-EQUITY> 35,318
<SALES> 43,163
<TOTAL-REVENUES> 43,660
<CGS> 34,290
<TOTAL-COSTS> 41,773
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 413
<INCOME-PRETAX> 1,887
<INCOME-TAX> 700
<INCOME-CONTINUING> 1,187
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,187
<EPS-PRIMARY> .52
<EPS-DILUTED> .52
</TABLE>
