<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus supplement and the accompanying prospectus +
+is not complete and may be changed. This prospectus supplement and the +
+accompanying prospectus are not an offer to sell these securities or our +
+solicitation of your offer to buy these securities, nor will we sell them or +
+accept your offer to buy them, in any state or other jurisdiction where that +
+would not be permitted or legal prior to registration or qualification in +
+that state or other jurisdiction. We may not sell these securities until the +
+registration statement filed with the Securities and Exchange Commission is +
+effective. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-82909
SUBJECT TO COMPLETION, DATED FEBRUARY 8, 2000
PROSPECTUS SUPPLEMENT
(To prospectus dated August 5, 1999)
$500,000,000
Wal-Mart Stores, Inc.
% Notes Due 2030
- --------------------------------------------------------------------------------
We are offering $500,000,000 of our % notes due 2030.
We will pay interest on February and August of each year, beginning on
August , 2000.
The notes will be our senior unsecured debt obligations, will not be
redeemable prior to maturity and will not be convertible or exchangeable.
We expect to deliver the notes on or about February , 2000 through the book-
entry facilities of The Depository Trust Company.
<TABLE>
<CAPTION>
Public
Offering Underwriting Net Proceeds
Price Discount to Wal-Mart
------------ ------------ ------------
<S> <C> <C> <C>
Per note................................ % % %
Total................................... $500,000,000 $ $
</TABLE>
Neither the Securities and Exchange Commission nor any state securities
commission or other regulatory body has approved or disapproved of these
securities or determined that this prospectus supplement or the attached
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
- --------------------------------------------------------------------------------
Lehman Brothers
Goldman, Sachs & Co.
J.P. Morgan & Co.
The Williams Capital Group, L.P.
February , 2000
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Wal-Mart Stores, Inc....................................................... S-3
Recent Developments........................................................ S-3
Use of Proceeds of the Notes............................................... S-4
Capitalization............................................................. S-4
Selected Financial Data.................................................... S-5
Description of the Notes................................................... S-6
Book-Entry Issuance........................................................ S-6
Federal Income Tax Consequences to Holders................................. S-8
Underwriting............................................................... S-9
Validity of the Notes...................................................... S-9
Prospectus
Where You Can Find More Information........................................ 2
Special Note Regarding Forward-Looking Statements.......................... 3
Wal-Mart Stores, Inc....................................................... 4
Ratio of Earnings to Fixed Charges......................................... 4
Use of Proceeds............................................................ 5
Description of the Debt Securities......................................... 5
U.S. Federal Income Tax Consequences to Holders............................ 11
Plan of Distribution....................................................... 11
Legal Matters.............................................................. 12
Experts.................................................................... 12
</TABLE>
----------------
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the attached prospectus. No one has
been authorized to provide you with different information. If this prospectus
supplement is inconsistent with the attached prospectus, you should rely on
this prospectus supplement.
The notes are not being offered in any jurisdiction in which the offering is
not permitted.
This prospectus supplement and the attached prospectus may only be used in
connection with the offering of the notes.
S-2
<PAGE>
WAL-MART STORES, INC.
We are the world's largest retailer as measured by total net sales for
fiscal 2000. We had total net sales of approximately $165 billion in fiscal
2000, over 85% of which was generated in the United States. We operate mass
merchandising stores that serve our customers primarily through the operation
of three segments:
. Wal-Mart stores, which include our discount stores and Supercenters in
the United States;
. SAM'S Clubs, which include our warehouse membership clubs in the United
States; and
. the international segment of our business.
We currently operate in all 50 states of the United States, Puerto Rico,
Argentina, Brazil, Canada, Germany, Mexico and the United Kingdom, and in China
and Korea under joint venture agreements. In addition, through our subsidiary,
McLane Company, Inc., we provide products and distribution services to retail
industry and institutional food service customers. At January 31, 2000, we
operated in the United States:
. 1,797 Wal-Mart stores;
. 710 Supercenters; and
. 463 SAM'S Clubs.
As of January 31, 2000, we also operated 166 Canadian Wal-Mart stores, 13
units in Argentina, 14 units in Brazil, six units in China, 95 units in
Germany, five units in Korea, 462 units in Mexico, 15 units in Puerto Rico and
232 units in the United Kingdom. The units operated by our International
Division represent a variety of retail formats.
Wal-Mart Stores, Inc. was incorporated in the State of Delaware on October
31, 1969.
Wal-Mart Stores, Inc. is the parent company of a group of subsidiary
companies, including McLane Company, Inc., Cifra, S.A. de C.V., Asda Group
Limited, Sam's West, Inc., Sam's East, Inc., Wal-Mart Stores East, Inc., Sam's
Property Co., Wal-Mart Property Co., Wal-Mart Real Estate Business Trust, Sam's
Real Estate Business Trust and Wares Delaware Corporation.
RECENT DEVELOPMENTS
In the fourth quarter of fiscal 2000, we joined together with Accel
Partners, a Silicon Valley-based venture capital firm, to form Wal-Mart.com
Inc. Wal-Mart.com Inc. will base its operations in Palo Alto, California. We
formed this new company to further develop and operate our Internet retail
site, Wal-Mart.com, and to complement our efforts to attract customers to the
Internet with the Wal-Mart brand name.
S-3
<PAGE>
USE OF PROCEEDS OF THE NOTES
We estimate that the net proceeds from the sale of the notes will be
approximately $ after underwriting discounts and payment of transaction
expenses.
We will use these net proceeds to refinance a portion of our outstanding
short-term borrowings.
CAPITALIZATION
The following table presents the consolidated capitalization of Wal-Mart and
its subsidiaries at October 31, 1999, and as adjusted to give effect to the
offering of the notes and the application of the estimated net proceeds from
the sale of the notes.
<TABLE>
<CAPTION>
October 31, 1999
-----------------
As
Actual Adjusted
------- --------
(in millions)
<S> <C> <C>
Short-term debt
Commercial paper........................................... $ 6,459 $ 5,962
Long-term debt due within one year......................... 782 782
Obligations under capital leases due within one year....... 109 109
------- -------
Total short-term debt and capital lease obligations...... 7,350 6,853
------- -------
Long-term debt
% notes due 2030.......................................... -- 500
Other long-term debt....................................... 13,532 13,532
Long-term capital lease obligations........................ 3,027 3,027
------- -------
Total long-term debt and capital lease obligations....... 16,559 17,059
------- -------
Shareholders' equity
Common stock ($0.10 par value; 11,000,000,000 shares
authorized; 4,453,743,366 shares issued and outstanding).. 445 445
Capital in excess of par value............................. 607 607
Retained earnings.......................................... 23,630 23,630
Other accumulated comprehensive income..................... (403) (403)
------- -------
Total shareholders' equity............................... 24,279 24,279
------- -------
Total long-term debt and capital lease obligations and
shareholders' equity.................................... $48,188 $48,191
======= =======
</TABLE>
S-4
<PAGE>
SELECTED FINANCIAL DATA
The following table presents selected financial data of Wal-Mart and its
subsidiaries for the periods specified.
<TABLE>
<CAPTION>
Nine Months
Ended
Fiscal Years Ended January 31, October 31,
------------------------------------------ ----------------
1995 1996 1997 1998 1999 1998 1999
------- ------- -------- -------- -------- ------- --------
(in millions) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales............... $82,494 $93,627 $104,859 $117,958 $137,634 $96,849 $113,619
Non-interest expense.... 78,444 89,526 100,456 112,796 131,088 92,669 108,338
Interest expense........ 706 888 845 784 797 581 699
Total expense........... 79,150 90,414 101,301 113,580 131,885 93,250 109,037
Income before income
taxes, minority
interest and equity in
unconsolidated
subsidiaries .......... 4,258 4,359 4,877 5,719 7,323 4,711 5,903
Net income.............. 2,681 2,740 3,056 3,526 4,430 2,871 3,658
<CAPTION>
As of January 31, As of October 31,
------------------------------------------ -----------------
1995 1996 1997 1998 1999 1998 1999
------- ------- -------- -------- -------- ------- ---------
(in millions) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash
equivalents............ 45 83 883 1,447 1,879 1,009 1,435
Inventories............. 14,064 15,989 15,897 16,497 17,076 20,620 22,373
Total current assets.... 15,338 17,331 17,993 19,352 21,132 23,518 26,955
Net property, plant and
equipment.............. 14,308 17,098 18,333 21,469 23,674 23,041 31,541
Net property under
capital leases, net
goodwill and other
acquired intangible
assets, and other
assets and deferred
charges................ 3,173 3,112 3,278 4,563 5,190 4,680 13,873
Total assets............ 32,819 37,541 39,604 45,384 49,996 51,239 72,369
Accounts payable........ 5,907 6,442 7,628 9,126 10,257 11,424 14,081
Commercial paper........ 1,795 2,458 -- -- -- 1,976 6,459
Long-term debt due
within one year........ 23 271 523 1,039 900 828 782
Obligations under
capital leases due
within one year........ 64 69 95 102 106 107 109
Total current
liabilities............ 9,973 11,454 10,957 14,460 16,762 19,353 28,992
Long-term debt.......... 7,871 8,508 7,709 7,191 6,908 6,953 13,532
Long-term obligations
under capital leases... 1,838 2,092 2,307 2,483 2,699 2,637 3,027
Total liabilities....... 20,093 22,785 22,461 26,881 28,884 31,525 48,090
Total shareholders'
equity................. 12,726 14,756 17,143 18,503 21,112 19,714 24,279
Total liabilities and
shareholders' equity... 32,819 37,541 39,604 45,384 49,996 51,239 72,369
</TABLE>
The ratio of our earnings to fixed charges was 5.59x and 6.22x for the nine
months ended October 31, 1998 and 1999, respectively. See "Ratio of Earnings to
Fixed Charges" in the attached prospectus.
S-5
<PAGE>
DESCRIPTION OF THE NOTES
The following description of the terms and conditions of the notes
supplements the more general terms and conditions of Wal-Mart's debt securities
contained in the attached prospectus.
The notes will be issued under the indenture and will be issued in
registered form without interest coupons in denominations of $1,000 and
integral multiples of $1,000.
The notes will constitute our senior unsecured debt obligations and will
rank equally among themselves and with all of our existing and future senior,
unsecured and unsubordinated debt.
The notes will mature on February , 2030 at 100% of their principal amount.
The notes will not be subject to a sinking fund and will not be redeemable
prior to maturity. The notes will not be convertible or exchangeable. We will
pay principal and interest on the notes in U.S. dollars.
The notes will bear interest from February , 2000 at an annual interest
rate of %. Interest will be payable semi-annually in arrears on February
and August of each year, beginning on August , 2000, to the person in whose
name the note is registered at the close of business on the preceding February
1 or August 1, as the case may be. Interest on the notes will be computed on
the basis of a 360-day year of twelve 30-day months.
We may, without the consent of the holders of the notes, create and issue
additional notes ranking equally with the notes that we are offering and
otherwise similar in all respects to the notes so that these additional notes
will be consolidated and form a single series with the notes that we are
offering. No additional notes may be issued if an event of default under the
indenture has occurred.
Notices to holders of the notes will be mailed to such holders and will also
be published in a leading daily newspaper in The City of New York. We expect
that publication will be made in The City of New York in The Wall Street
Journal. Any notice shall be deemed to have been given on the date of mailing
and publication or, if published more than once, on the date of first
publication.
Bank One Trust Company, NA is the trustee under the indenture governing the
notes and will also be the registrar and paying agent.
The indenture and the notes will be governed by New York law.
We will make all payments of principal and interest on the notes to The
Depository Trust Company ("DTC") in immediately available funds.
The notes will trade in same-day funds settlement system until maturity.
Purchases of notes in secondary market trading must be in immediately available
funds.
BOOK-ENTRY ISSUANCE
The notes will be represented by one or more global securities that will be
deposited with and registered in the name of DTC or its nominee. Thus, we will
not issue certificated securities to you for the notes, except in the limited
circumstances described below. Each global security will be issued to DTC,
which will keep a computerized record of its participants whose clients have
purchased the notes. Each participant will then keep a record of its clients.
Unless it is exchanged in whole or in part for a certificated security, a
global security may not be transferred. DTC, its nominees and their successors
may, however, transfer a global security as a whole to one another, and these
transfers are required to be recorded on our records or a register to be
maintained by the trustee.
S-6
<PAGE>
Beneficial interests in a global security will be shown on, and transfers of
beneficial interests in the global security will be made only through, records
maintained by DTC and its participants. DTC has provided us with the following
information: DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the United States Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its direct
participants deposit with DTC. DTC also records the settlements among direct
participants of securities transactions, such as transfers and pledges, in
deposited securities through computerized records for direct participants'
accounts. This eliminates the need to exchange certificated securities. Direct
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
direct participant. The rules that apply to DTC and its participants are on
file with the SEC.
DTC is owned by a number of its direct participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.
When you purchase notes through the DTC system, the purchases must be made
by or through a direct participant, which will receive credit for the notes on
DTC's records. When you actually purchase the notes, you will become their
beneficial owner. Your ownership interest will be recorded only on the direct
or indirect participants' records. DTC will have no knowledge of your
individual ownership of the notes. DTC's records will show only the identity of
the direct participants and the amount of the notes held by or through them.
You will not receive a written confirmation of your purchase or sale or any
periodic account statement directly from DTC. You should instead receive these
from your direct or indirect participant. As a result, the direct or indirect
participants are responsible for keeping accurate account of the holdings of
their customers. The trustee will wire payments on the notes to DTC's nominee.
We and the trustee will treat DTC's nominee as the owner of each global
security for all purposes. Accordingly, we, the trustee and any paying agent
will have no direct responsibility or liability to pay amounts due on a global
security to you or any other beneficial owners in that global security. Any
redemption notices will be sent by us directly to DTC, which will, in turn,
inform the direct participants (or the indirect participants), which will then
contact you as a beneficial holder.
It is DTC's current practice, upon receipt of any payment of distributions
or liquidation amounts, to proportionately credit direct participants' accounts
on the payment date based on their holdings. In addition, it is DTC's current
practice to pass through any consenting or voting rights to such participants
by using an omnibus proxy. Those participants will, in turn, make payments to
and solicit votes from you, the ultimate owner of notes, based on their
customary practices. Payments to you will be the responsibility of the
participants and not of DTC, the trustee or our company.
Notes represented by one or more global securities will be exchangeable for
certificated securities with the same terms in authorized denominations only
if:
. DTC is unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under applicable law, and a successor is not
appointed by us within 90 days; or
. we decide to discontinue the book-entry system.
If the global security is exchanged for certificated securities, the trustee
will keep the registration books for the notes at its corporate office and
follow customary practices and procedures regarding those certificated
securities.
S-7
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS
In the opinion of Hughes & Luce, L.L.P., our counsel, the following is a
discussion of the material U.S. federal income tax consequences of the
ownership of notes as of the date of this prospectus supplement. Except where
noted, this discussion deals only with notes held as capital assets and does
not deal with special situations. For example, this discussion does not
address:
. tax consequences to holders who may be subject to special tax treatment,
such as dealers in securities or currencies, financial institutions, tax-
exempt entities, traders in securities that elect to use a mark-to-market
method of accounting for their securities holdings, corporations that
accumulate earnings to avoid federal income tax, life insurance
companies, in some cases, an expatriate of the United States, or a
nonresident alien individual who has made a valid election to be treated
as a United States resident;
. tax consequences to persons holding notes as part of a hedging,
integrated, constructive sale or conversion transaction or a straddle;
. tax consequences to any foreign entities, non-resident alien individuals
or fiduciaries of foreign trusts or estates;
. alternative minimum tax consequences, if any; or
. any state, local or foreign tax consequences.
The discussion below is based upon the provisions of the U.S. Internal
Revenue Code of 1986, as amended, and regulations, rulings and judicial
decisions as of the date of this prospectus supplement. Those authorities may
be changed, perhaps retroactively, so as to result in U.S. federal income tax
consequences different from those discussed below.
You should consult your own tax advisors concerning the U.S. federal income
tax consequences to you and any consequences arising under the laws of any
other taxing jurisdiction.
The following is a discussion of the material federal tax consequences that
will apply to you if you are a holder of notes.
Payments of Interest
Interest on a note will generally be taxable to you as ordinary income at
the time it is paid or accrued in accordance with your method of accounting for
tax purposes.
Sale, Exchange and Retirement of Notes
Your tax basis in a note will, in general, be your cost for that note. Upon
the sale, exchange, retirement or other disposition of a note, you will
recognize gain or loss equal to the difference between the amount you realize
upon the sale, exchange, retirement or other disposition (less an amount equal
to any accrued stated interest which will be taxable as such if not previously
included in income) and the adjusted tax basis of the note. That gain or loss
will be capital gain or loss. Capital gains of individuals derived in respect
of capital assets held for more than one year are eligible for reduced rates of
taxation. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to certain
payments of principal and interest paid on notes and to the proceeds of sale of
the notes made to you unless you are an exempt recipient (such as a
corporation). A 31% backup withholding tax will apply to such payments if you
fail to provide a taxpayer identification number or certification of foreign or
other exempt status or fail to report in full dividend and interest income.
Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against your U.S. federal income tax liability provided the
required information is furnished to the IRS.
S-8
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting agreement,
dated February , 2000, we have agreed to sell to the underwriters named below,
severally and not jointly, the principal amount of notes set forth opposite
their respective names:
<TABLE>
<CAPTION>
Principal
Amount of
Underwriter Notes
----------- ------------
<S> <C>
Lehman Brothers Inc............................................. $
Goldman, Sachs & Co.............................................
J.P. Morgan Securities Inc......................................
The Williams Capital Group, L.P.................................
------------
Total......................................................... $500,000,000
============
</TABLE>
The underwriters have advised us that they propose to offer the notes to the
public initially at the public offering prices set forth on the cover page of
this prospectus supplement. The underwriters may also offer notes to dealers at
that price less a concession not in excess of % of the principal amount of
the notes. The underwriters may allow, and these dealers may reallow, a
concession to other dealers not in excess of % of the principal amount of
the notes. After the initial public offering of the notes is completed, the
public offering prices and these concessions may be changed.
In connection with the offering, SEC rules permit the underwriters to engage
in certain transactions that stabilize the price of the notes. These
transactions may consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the notes. If the underwriters create a
short position in the notes in connection with the offering by selling a larger
principal amount of notes than as set forth on the cover page of this
prospectus supplement, the underwriters may reduce that short position by
purchasing notes in the open market. In general, purchases of a security for
the purpose of stabilization or to reduce a short position could cause the
price of the security to be higher than it might otherwise be in the absence of
such purchases. Neither we nor any of the underwriters can make any
representation or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of the notes. In
addition, neither we nor any of the underwriters makes any representation that
the underwriters will engage in such transactions, or that such transactions,
once begun, will not be discontinued without notice. Lehman Brothers Inc. will
act as stabilization manager for the offering of the notes.
One or more of the underwriters and their affiliates may from time to time
in the ordinary course of business provide, and have provided in the past,
investment or commercial banking services to Wal-Mart and its affiliates.
We will pay transaction expenses, estimated to be approximately $ ,
relating to the offering of the notes in addition to the underwriting discounts
appearing on the cover page of this prospectus supplement.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
VALIDITY OF THE NOTES
The validity of the notes will be passed on for us by Hughes & Luce, L.L.P.,
Dallas, Texas, and for the underwriters by Simpson Thacher & Bartlett, New
York, New York.
S-9
<PAGE>
$500,000,000
Wal-Mart Stores, Inc.
% Notes Due 2030
---------------
Prospectus Supplement
February , 1999
---------------
Lehman Brothers
Goldman, Sachs & Co.
J.P. Morgan & Co.
The Williams Capital Group, L.P.
