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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended January 31, 1998.
or
[ ] Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______to______.
Commission file number 1-6991
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
WAL-MART PUERTO RICO, INC., 401(k) RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
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WAL-MART STORES, INC.
702 Southwest Eighth Street
Bentonville, Arkansas 72716
Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Financial Statements
Year ended January 31, 1998
TABLE OF CONTENTS
REPORT OF INDEPENDENT AUDITORS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits--January 31, 1998
Statement of Changes in Net Assets Available for Benefits With Fund
Information for the Year Ended January 31, 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
Schedules of Assets Held for Investment Purposes and Reportable
Transactions are not presented because there were no such items.
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Report of Independent Auditors
The Administrative Committee of the
Wal-Mart Puerto Rico, Inc. 401(k) Retirement Savings Plan
We have audited the accompanying statement of net assets available for
benefits of Wal-Mart Puerto Rico, Inc. 401(k) Retirement Savings Plan as
of January 31, 1998, and the related statement of changes in net assets
available for benefits for the year then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Plan at January 31, 1998, and the changes in its net assets
available for benefits for the year then ended, in conformity with
generally accepted accounting principles.
June 19, 1998
Tulsa, Oklahoma
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Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Statement of Net Assets Available for Benefits
January 31, 1998
<TABLE>
<CAPTION>
Assets
<S> <C>
Employer contribution receivable $598,315
Net assets available for benefits $598,315
</TABLE>
See accompanying notes.
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Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended January 31, 1998
<TABLE>
<CAPTION>
<S> <C>
Additions to net assets attributed to
Company contribution $598,315
Net increase in net assets available for benefits 598,315
Net assets available for benefits:
Beginning of year -
End of year $598,315
</TABLE>
See accompanying notes.
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Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
January 31, 1998
1. Description of the Plan
The following description of the Wal-Mart Puerto Rico, Inc. 401(k)
Retirement Savings Plan (the "Plan") provides only general information
regarding the Plan as in effect on January 31, 1998. This document is not
part of the summary plan description of the Plan and is not a document
pursuant to which the Plan is maintained within the meaning of the Puerto
Rico Income Tax Act of 1954 ("PRITA"), as amended, or Section 402(a)(1)
of the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended. Participants should refer to the Plan document for a complete
description of the Plan's provisions. To the extent not specifically
prohibited by statue or regulation, Wal-Mart Puerto Rico, Inc. ("Wal-
Mart" or the "Company") reserves the right to unilaterally amend, modify,
or terminate the Plan at any time, and such changes may be applied to all
Plan participants and their beneficiaries regardless of whether the
participant is actively working or retired at the time of the change. The
Plan may not be amended, however, to permit any part of the Plan's assets
to be used for any purpose other than for the purpose of paying benefits
to participants and their beneficiaries.
General
The Plan is a defined contribution plan established by the Company on
February 1, 1997. All associates of the Company who are not covered by a
plan of a related company and have completed at least 1,000 hours of
service in a consecutive 12-month period are eligible to participate in
the Plan. Participation may begin on the first day of the month following
eligibility. The Plan is subject to the provisions of PRITA and ERISA.
The responsibility for operation and administration of the Plan (except
for investment management and control of assets) is vested in the Plan's
Administrative Committee of the Company ("Administrative Committee").
The trustee function of the Plan is performed by Banco Popular de Puerto
Rico ("Trustee"). The Trustee receives and holds contributions made to
the Plan in trust and invests those contributions according to the
policies established by the Administrative Committee. The Trustee makes
payouts from the Plan in accordance with the Plan document.
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Contributions
All eligible associates participate in the Plan and may elect to
contribute from 1% to 10% of their eligible wages. Whether or not an
associate contributes to the Plan, he or she will receive a portion of
the Company's contribution if they meet certain eligibility requirements.
To be eligible to receive a Company contribution, the associate must
complete at least 1,000 hours of service during the Plan year for which
the contribution is made, and be employed on the last day of that Plan
year (January 31).
At the end of each Plan year, Wal-Mart's contribution (if any) will be
determined for that Plan year. The Company's contribution for each
associate will be a percentage of the associate's eligible wages for the
Plan year. Wal-Mart's contribution is discretionary and can vary from
year to year. Such contributions are subject to certain limitations in
accordance with provisions of PRITA.
Participants' Accounts
Each participant's account is credited with the participant's
contribution and an allocation of (a) the Company's contribution to the
Plan made on the associate's behalf, and (b) an allocation, as defined,
of Plan earnings. The benefit to which a participant is entitled from the
Plan is dependent on the amount in the participant's vested account. The
effective date on which participants could make contributions was
February 1, 1998.
Company contributions to the Plan are invested in accordance with the
investment elections made by each participant for deposit in his or her
account.
Vesting
Participants are immediately vested in all contributions to their
accounts, plus actual earnings thereon.
Payment of Benefits and Withdrawals
The normal form of payment upon a participant's separation from the
Company is a lump-sum payment in cash for the balance of the
participant's account. Participants may also elect to receive a single
lump-sum payment in whole shares of Company stock, with partial or
fractional shares paid in cash, to the extent the participant's account
is invested in Company stock. To the extent the participant's account is
not invested in Company stock, the account balance will automatically be
distributed in cash. Participants may also elect to rollover their
account balance into a different tax-qualified retirement plan or
individual retirement arrangement upon separation from the Company. The
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Plan permits withdrawals of participants' salary reduction contributions
and rollover contributions only in amounts necessary to satisfy financial
hardship, as defined by the Internal Revenue Service ("IRS").
Plan Termination
While there is no intention to do so, the Company may discontinue the
Plan by giving written notice, subject to the provisions of ERISA and
PRITA. In the event of a complete or partial termination of this Plan or
a complete discontinuance of contributions to it, the accounts of the
participants shall be fully and immediately vested and nonforfeitable.
The Trust shall remain in effect (unless it is specifically terminated)
and the Trust assets shall be administered in the manner provided by the
terms of the Trust and distributed as soon as administratively feasible.
Income Tax Status
The Plan is currently in the process of applying to the Treasury
Department of Puerto Rico for qualification of the Plan. If such
qualification is granted, the related trust would not be subject to tax
under present income tax law. The Plan administrator is not aware of any
cause of action or series of events that have occurred that might
adversely affect the Plan's qualification in accordance with PRITA.
Year 2000 Issue (unaudited)
The Company has developed a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting
critical data processing systems. The project also includes determining
whether third-party service providers have reasonable plans in place to
become year 2000 compliant. The Company currently expects the project to
be substantially complete by early 1999. The Company does not expect this
project to have a significant effect on Plan operations.
Investment Options
Participant investment choices include five core funds, three investment
models and Wal-Mart stock. The associate may change his or her selections
at any time throughout the year.
The five core funds are:
Merrill Lynch Retirement Preservation Trust (Stable Value
Fund)-A common collective trust that seeks to preserve
principal by investing mainly in a wide variety of guaranteed
investment contracts and in obligations of U.S. government and
U.S. government agency securities.
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PIMCO Total Return Fund (Fixed Income Bond Fund)-A registered
investment company that seeks to provide income in the form of
interest and dividends.
Merrill Lynch Equity Index Trust (Large Company Stock Fund)- A
common collective trust that seeks to approximate the S&P 500
Index by investing in stocks of larger companies that make up
the S&P 500.
Putnam New Opportunities Fund (Mid-Sized Company Stock Fund)- A
registered investment company that seeks to provide growth by
investing in stocks of mid-sized companies.
Ivy International Fund (International Stock Fund)- A registered
investment company that seeks to provide growth by investing in
stocks of international companies.
In addition to the core funds, the Plan participant may select from three
investment models, which are comprised of a combination of the core
funds. The investment models are as follows:
Conservative to Moderate Investment Model-This model invests
40% of its assets in the stock funds, 50% in the bond fund, and
10% in the Stable Value Fund.
Moderate Investment Model-This model invests 70% of its assets
in the stock funds, 25% in the bond fund, and 5% in the Stable
Value Fund.
Aggressive Investment Model- This model invests 80% of its
assets in the stock funds, 10% in the bond fund, and 10% in the
Stable Value Fund.
2. Summary of Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting.
The preparation of the financial statements in conformity with generally
accepted accounting principals requires Plan management to use estimates
and assumptions that affect the accompanying financial statements and
notes. Actual results could differ from these estimates.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange Act
of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
WAL-MART PUERTO RICO, INC.,
401(k) RETIREMENT SAVINGS PLAN
Date: July 30, 1998 /s/ Debbie Davis-Campbell
Debbie Davis-Campbell
Administrative Committee
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 333-44659) pertaining to the Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan of our report dated June 19, 1998, with
respect to the financial statements and schedules of the Wal-Mart Puerto
Rico, Inc. 401(k) Retirement Savings Plan included in this Annual Report
(Form 11-K) for the year ended January 31, 1998.
/s/ Ernst & Young LLP
Ernst & Young LLP
Tulsa, Oklahoma
July 29, 1998
