<PAGE>
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, 1999.
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:
WAL-MART STORES, INC.
702 Southwest Eighth Street
Bentonville, Arkansas 72716
Page 1 of 14
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Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Financial Statements
Years ended January 31, 1999 and 1998
Contents
Report of Independent Auditors
Audited Financial Statements
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
with Fund Information
Notes to Financial Statements
Supplemental Schedules
Line 27a-Schedule of Assets Held for Investment Purposes
Line 27d-Schedule of Reportable Transactions
Page 2 of 14
<PAGE>
Report of Independent Auditors
The Administrative Committee of the
Wal-Mart Puerto Rico, Inc. 401(k) Retirement Savings Plan
We have audited the accompanying statements of net assets
available for benefits of Wal-Mart Puerto Rico, Inc. 401(k)
Retirement Savings Plan as of January 31, 1999 and 1998, and
the related statements of changes in net assets available
for benefits with Fund Information for the years 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 audits 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 audits provide 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, 1999 and
1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the financial statements taken as a whole. The
accompanying supplemental schedules of assets held for
investment purposes as of January 31, 1999, and reportable
transactions for the year then ended, are presented for the
purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management.
The Fund Information in the statements of changes in net
assets available for benefits is presented for purposes of
additional analysis rather than to present the changes in
net assets available for benefits of each fund. The
supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in our audits
of the financial statements and, in our opinion, are fairly
stated in all material respects in relation to the financial
statements taken as a whole.
Tulsa, Oklahoma
June 25, 1999
Page 3 of 14
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<TABLE>
Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Statements of Net Assets Available for Benefits
<CAPTION>
January 31
1999 1998
Assets
<S> <C> <C>
Investments at fair value:
Wal-Mart Common Stock Account $ 13,873 $ -
Merrill Lynch Equity Index Fund 7,573 -
Merrill Lynch Retirement Preservation Fund 565,039 -
Pacific Investment Management
Company (PIMCO) Total Return Fund 1,950 -
Ivy International Fund 4,471 -
Putnam New Opportunities Fund 5,642 -
Total investments 598,548 -
Receivables:
Company contribution 750,129 598,315
Associates' contribution 1,768 -
Total receivables 751,897 598,315
Cash and other 296 -
Net assets available for benefits $ 1,350,741 $ 598,315
</TABLE>
[FN]
<F1>
See accompanying notes.
Page 4 of 14
<PAGE>
<TABLE>
Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits with Fund Information
Year ended January 31, 1999
<CAPTION>
Pacific
Merrill Merrill Investment Putnam
Lynch Lynch Management Ivy New
Wal-Mart Equity Retirement Company Inter- Oppor-
Common Index Preservation Total national tunities
Stock Fund Fund Return Fund Fund Fund Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Associate contributions $ 4,509 $4,862 $ 2,785 $1,504 $3,359 $3,503 $ 1,768 $ 22,290
Company contributions - - 1,106 25 70 65 750,129 751,395
Net appreciation (depreciation)
in fair value of investment 3,688 894 - (34) 7 900 - 5,455
Investment income 23 - 31,713 82 61 145 - 32,024
Interfund transfers 5,218 1,770 (9,006) 321 924 773 - -
Allocation of prior year
receivables 991 47 596,919 52 50 256 (598,315) -
Total asset additions 14,429 7,573 623,517 1,950 4,471 5,642 153,582 811,164
Deductions:
Benefit payments 556 - 58,478 - - - (296) 58,738
Net increase in net assets
available for benefits 13,873 7,573 565,039 1,950 4,471 5,642 153,878 752,426
Net assets available for
benefits at beginning of year - - - - - - 598,315 598,315
Net assets available for
benefits at end of year $13,873 $7,573 $565,039 $1,950 $4,471 $5,642 $752,193 $1,350,741
</TABLE>
[FN]
<F1>
See accompanying notes.
Page 5 of 14
<PAGE>
Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year ended January 31, 1998
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
See Accompanying Notes
Page 6 of 14
<PAGE>
Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
January 31, 1999
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, 1999. 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 ("BPPR") while Merrill Lynch is the
custodian of the Plan's assets and recordkeeper for the
Plan. BPPR remits all contributions received from the
Company to Merrill Lynch who invests those contributions
according to the direction of participants and policies
established by the Administrative Committee. Merrill Lynch
makes payouts to beneficiaries from the Plan in accordance
with the Plan.
Page 7 of 14
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Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
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
Page 8 of 14
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Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
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 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 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.
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.
2. Income Tax Status
The Plan has received a determination letter from the
Commonwealth of Puerto Rico's Department of Treasury dated
February 10, 1999, stating that the Plan is qualified under
Section 165(a) of PRITA and therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required
to operate in conformity with PRITA to maintain its
qualification. Company management believes the Plan is being
operated in compliance with the applicable requirements of
PRITA and, therefore, believes that the Plan is qualified
and the related trust is tax-exempt.
Page 9 of 14
<PAGE>
Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
3. 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 principles requires Plan
management to use estimates that affect the accompanying
financial statements and notes. Actual results could differ
from these estimates.
Investments in registered investment companies and Wal-Mart
common stock are stated at fair market value determined from
publicly stated price information. Investments in common and
collective trust funds are stated at the fair value of the
underlying assets determined by the Trustee. Purchases and
sales are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Investments greater than 5% of net assets are separately
identified in the statements of net assets available for
benefits.
4. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available
for benefits per financial statements to Form 5500:
January 31
1999
Net assets available for benefits
per the financial statements $1,350,741
Amounts allocated to withdrawing participants 12,537
Net assets available for benefits
per the form 5500 $1,338,204
Page 10 of 14
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Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
4. Differences Between Financial Statements and Form 5500
(continued)
The following is a reconciliation of benefit payments to
participants per the financial statements to the Form 5500:
Benefit payments per the financial statements $58,738
Add: Amounts allocated to withdrawing
participants at January 31, 1999 12,537
Benefit payments per the Form 5500 $71,275
Amounts allocated to withdrawing participants are recorded
in the Form 5500 for benefit claims that have been processed
and approved for payment prior to January 31, 1999 but not
yet paid as of that date.
5. Year 2000 Issue (unaudited)
The Plan Sponsor has determined that it will be necessary to
take certain steps in order to ensure that the Plan's
information systems are prepared to handle year 2000 dates.
The Plan Sponsor has been evaluating and adjusting all of
its known date-sensitive systems and equipment for year 2000
compliance. The assessment phase of the year 2000 project is
substantially complete.
All third-party service providers have indicated that they
will be year 2000 compliant by October 1999. If modification
of data processing systems of either the Plan, the Plan
Sponsor, or its service providers are not completed timely,
the year 2000 problem could have a material impact on the
operations of the Plan. Plan management is currently
developing a contingency plan, which is expected to be in
place by September 1, 1999.
Page 11 of 14
<PAGE>
Supplemental Schedules
<TABLE>
Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Line 27a-Schedule of Assets Held for Investment Purposes
January 31, 1999
<CAPTION>
Current
Identity of Issue Description of Investment Cost Value
<S> <C> <C> <C>
Wal-Mart Stores, Inc. * + 323 shares common stock $ 10,445 $ 13,873
Merrill Lynch *
Equity Index Fund 87 units 6,681 7,573
Merrill Lynch *
Retirement Preservation Fund 565,039 units 565,039 565,039
Pacific Investment
Management Company
Total Return Fund 185 units 1,986 1,950
Ivy International Fund 109 units 4,384 4,471
Putnam New Opportunities Fund 92 units 4,770 5,642
$ 593,305 $ 598,548
</TABLE>
[FN]
<F1>
+ Restated to reflect a two-for-one stock split announced March 4, 1999,
with date of record of March 19, 1999. The stock split was payable on
April 19, 1999.
<F2>
* Party-in-interest.
Page 12 of 14
<PAGE>
<TABLE>
Wal-Mart Puerto Rico, Inc.
401(k) Retirement Savings Plan
Line 27d-Schedule of Reportable Transactions
Year ended January 31, 1999
Current
<CAPTION> Value of
Asset on
Identify of Purchase Selling Cost of Transaction Net Gain
Party Involved Description of Asset Price Price Asset Date or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Category (i) - Individual investment transactions in excess of 5% of beginning plan assets:
Merrill Lynch* Retirement Preservation Trust $ - $30,045 $ 30,045 $ 30,045 $ -
Retirement Preservation Trust 596,908 - 596,908 596,908 -
Category (iii) - Series of investment transactions in excess of 5% of beginning plan assets:
Merrill Lynch* Retirement Preservation Trust - 67,668 67,668 67,668 -
Retirement Preservation Trust 632,707 - 632,707 632,707 -
</TABLE>
[FN]
<F1>
There were no category (i), (ii) or (iv) transactions during the plan year.
<F2>
* Party-in-interest.
Page 13 of 14
<PAGE>
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 27, 1999 /s/ Debbie Davis-Campbell
Debbie Davis-Campbell
Administrative Committee
Page 14 of 14
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 25, 1999, 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, 1999.
/s/ Ernst & Young LLP
Ernst & Young LLP
Tulsa, Oklahoma
July 27, 1999
