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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X]Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended January 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 of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Bentonville, Arkansas 72716
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (501) 273-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, par value $.10 New York Stock Exchange
per share Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for at least the past 90 days.
Yes __X__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant, based on the closing price of these shares on the New
York Stock Exchange on March 31, 1995, was $36,044,647,699. For the
purposes of this disclosure only, the registrant has assumed that its
directors, executive officers, and beneficial owners of 5% or more of the
registrant's common stock are the affiliates of the Registrant.
The registrant has 2,297,580,232 shares of Common Stock outstanding as
of March 31, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended January 31, 1995, are incorporated by reference into Part
II of this Form 10-K.
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholdes to be held June 2, 1995, are incorporated by reference into
Part III of this Form 10-K.
WAL-MART STORES, INC.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED JANUARY 31, 1995
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Wal-Mart Stores, Inc. (together with its subsidiaries
hereinafter referred to as the "Company") has become America's largest
retailer and during the fiscal year ended January 31, 1995, had net sales
of $82,494,000,000. The Company serves customers domestically and in
Puerto Rico primarily through the operation of Wal-Mart stores (discount
department stores), Sam's Clubs (warehouse membership clubs), and Wal-Mart
Supercenters (a combination full-line supermarket and discount department
store). As of January 31, 1995, the Company operated 1,990 Wal-Mart
stores, 428 Sam's Clubs, and 143 Wal-Mart Supercenters. A table
summarizing information concerning Wal-Mart stores, Sam's Clubs, Wal-Mart
Supercenters, and other stores operated since January 31, 1990 is set forth
in Schedule A to Item I found on page 9 of this annual report.
In fiscal 1992, the Company entered into a joint venture, in
which it has 50% interest, with CIFRA, Mexico's largest retailer, to
develop and expand retailing services in Mexico. At January 31, 1995, the
joint venture operated 22 warehouse clubs, 23 discount stores, four
combination stores, three supermarkets, four specialty department stores,
29 restaurants, and 11 Wal-Mart Supercenters.
In March 1994, the Company completed the acquisition of 122
Woolco department stores located in Canada from Woolworth Canada, Inc., a
subsidiary of Woolworth Corporation. The acquisition included all
inventory, leasehold interests and other assets at each location. At
January 31, 1995, the Company operated 123 Canadian Wal-Mart stores.
In fiscal 1995, the Company entered into a joint venture in
which it has a 50% interest with Ek Chor Distribution System Co., Ltd.,
a subsidiary of C.P. Pokphand Co. Ltd. of the Charoen Pokphand Group, to
develop and operate warehouse clubs and Supercenters in Hong Kong and the
People's Republic of China. At January 31, 1995, the joint venture operated
three warehouse clubs in Hong Kong.
In fiscal 1995, the Company entered into a joint venture
in which it has a 60% interest with Lojas Americanas, a leading retailer
in Brazil, to develop and operate Supercenters and warehouse clubs in
Brazil. Also during fiscal 1995, the Company announced plans to operate
wholly-owned Supercenters and warehouse clubs in Argentina. At January
31, 1995 there were no operations in Argentina or Brazil. The entry
into these markets will not have a significant impact on the Company's
operations or financial position in fiscal 1996.
(b) Financial Information About Industry Segments
Sales of merchandise through stores which include Wal-Mart
stores, Sam's Clubs, and Wal-Mart Supercenters, is the only significant
industry segment of which the Company is a part. Reference is made to the
financial information incorporated by reference in this report for the
financial results of the Company's operations.
(c) Narrative Description of Business
The Company, a Delaware corporation, has its principal offices in
Bentonville, Arkansas. Although the Company was incorporated in October
1969, the businesses conducted by its predecessors began in 1945 when Sam
M. Walton opened a franchise Ben Franklin variety store in Newport,
Arkansas. In 1946, his brother, James L. Walton, opened a similar store in
Versailles, Missouri. Until 1962, the Company's business was devoted
entirely to the operation of variety stores. In that year, the first
Wal-Mart Discount City (referred to herein as "Wal-Mart store") was opened.
In fiscal 1984, the Company opened its first three Sam's Clubs, and in
fiscal 1989, its first Wal-Mart Supercenter. Through the years, the
Company has made certain strategic acquisitions that have supported the
growth of the Wal-Mart stores, clubs and Supercenters, such as the
acquisition of ten full service and four specialty distribution centers
through the purchase of McLane Company, Inc., which sells and distributes
merchandise to the convenience store industry and a variety of other
retailers, the acquisition of selected assets of Pace Membership Warehouse,
Inc., and the acquisition of selected assets related to 122 Woolco stores
in Canada from Woolworth Canada, Inc., a subsidiary of Woolworth
Corporation.
General. The Company operates Wal-Mart stores in 49 states and
Puerto Rico. The average size of a Wal-Mart store is approximately 87,600
square feet, and store sizes generally range between 30,000 and 150,000
square feet of building area. The Company operates Wal-Mart Supercenter
stores in 19 states and the average size of a Supercenter store is 181,000
square feet.
The Company operates Sam's Clubs in 48 states and Puerto Rico.
The average size of a Sam's Club is approximately 121,000 square feet, and
club sizes generally range between 90,000 and 150,000 square feet of
building area.
During the last fiscal year, no single location accounted for as
much as 1% of sales or net income.
Merchandise. Wal-Mart stores are generally organized with 40
departments and offer a wide variety of merchandise, including apparel for
women, girls, men, boys, and infants. Each store also carries curtains,
fabrics and notions, shoes, housewares, hardware, electronics, home
furnishings, small appliances, automotive accessories, garden equipment and
supplies, sporting goods, toys, cameras and supplies, health and beauty
aids, pharmaceuticals, and jewelry.
Nationally advertised merchandise accounts for a majority of
sales of the stores. The Company markets lines of merchandise under the
store brands "Sam's American Choice", "Great Value", "House Beautiful",
"Sports Afield", "Ol' Roy", "Equate", "Popular Mechanics", and "Better
Homes & Gardens".
During the fiscal year ended January 31, 1995, domestic sales of
general merchandise at Wal-Mart stores (which are subject to seasonal
variance), including licensed departments, by product category were as
follows:
PERCENTAGE
CATEGORY OF SALES
Softgoods/domestics................. 26%
Hardgoods............................ 24
Stationery and candy................. 11
Records and electronics.............. 10
Pharmaceuticals...................... 9
Sporting goods and toys.............. 9
Health and beauty aids............... 7
Shoes................................ 2
Jewelry.............................. 2
100%
Sales in pharmaceuticals are a combination of owned and licensed
departments. While these percentages include sales of licensed
departments, the Company records as other income only rentals received from
such departments.
Sam's offers bulk displays of name brand hardgood merchandise,
some softgoods, and institutional size grocery items. Each Sam's also
carries jewelry, sporting goods, toys, tires, stationery, and books.
Most clubs have fresh food departments which include bakery, meat, and
produce.
McLane offers a wide variety of grocery and non-grocery products,
including perishable and non-perishable items. The non-grocery products
consist primarily of tobacco products, hardgood merchandise, health and
beauty aids, toys, and stationery. McLane is a wholesale distributor that
sells its merchandise to a variety of retailers, including the Company's
Wal-Mart stores, Supercenters, and Sam's Clubs.
Operations. Except for extended hours during certain holiday
seasons, the majority of the Wal-Mart stores are open from 9:00 a.m. to
9:00 p.m. six (6) days a week, and from 12:30 p.m. to 5:30 p.m. on Sundays,
with the remainder of the stores being closed on Sunday. Some Wal-Mart
stores and most of the Supercenter stores are currently open 24 hours each
day. Wal-Mart stores maintain uniform prices, except where lower prices
are necessary to meet local competition. Sales are primarily on a
self-service, cash-and-carry basis with the objective of maximizing sales
volume and inventory turnover while minimizing expenses. Bank credit card
programs, operated without recourse to the Company, are available in all
stores. Wal-Mart stores and Supercenters maintain a "satisfaction
guaranteed" program to promote customer goodwill and acceptance.
Sam's clubs are membership only, cash-and-carry operations.
However, a financial service credit card program (Discover Card) is
available in all clubs and the "Sam's Direct" commercial finance program is
available to qualifying business members. Club members include businesses
and those individuals who are members of certain qualifying organizations,
such as government and state employees and credit union members. Both
business and individual members have an annual membership fee of $25 for
the primary membership card.
Operating hours vary among Sam's clubs, but generally, they are
open Monday through Friday from 10:00 a.m. to 8:30 p.m. Most Sam's are
open weekend hours of 9:30 a.m. to 7:00 p.m. on Saturday and 12:00 noon to
6:00 p.m. on Sunday. Sam's, which offers a limited number of items,
attempts to maximize sales volume and inventory turnover and to minimize
expenses.
Distribution. During the 1995 fiscal year, approximately 84% of
the Wal-Mart stores' and Supercenters' purchases were shipped from
Wal-Mart's 30 distribution centers, six located in Arkansas; four in Texas;
two in California, Indiana, Pennsylvania, and South Carolina; and one each
in Alabama, Arizona, Colorado, Florida, Georgia, Iowa, Mississippi, New
York, Ohio, Utah, Virginia, and Wisconsin. The balance was shipped
directly to the stores from suppliers. Each of the distribution centers is
designed to serve the distribution needs of approximately 150 stores. The
average size of these distribution centers is approximately 1,000,000
square feet. Sam's Clubs receive the majority of their merchandise via
direct shipments from suppliers, rather than from the Company's
distribution centers.
The McLane distribution centers buy, sell, and distribute
merchandise primarily to the convenience store industry, and they also
service Wal-Mart stores, Supercenters and Sam's Clubs. The McLane Company
has 20 distribution centers with three located in Texas, two located in
Arizona, California, Utah, and Virginia, and one each in Colorado, Florida,
Georgia, Illinois, Mississippi, Missouri, New York, Washington, and Mexico.
Merchandising. Substantially all purchasing and merchandising
for all stores is controlled from the home offices of the Company through
centralized buying and planning practices. During the fiscal year 1995, no
single supplier to the stores accounted for more than 3.7% of the Company's
purchases.
Store Management. Every retail outlet is managed by a store
manager or club general manager and one or more assistant store or club
managers. The Company maintains training programs for managers, assistant
managers and department managers. The Company is committed to an ongoing
training program in an effort to assure well trained future store
management.
Expansion Plans. In fiscal 1996, the Company plans to open 90 to
100 new Wal-Mart stores, nine new Sam's Clubs, and 12 new Wal-Mart
Supercenters. The Company plans to expand or relocate approximately 70
older Wal-Mart stores and four Sam's Clubs along with the conversion of
approximately 80 to 85 older Wal-Mart stores into Wal-Mart Supercenters.
Also planned is the construction of three full-line distribution centers.
The Company plans to continue to develop its interests in Hong Kong, China,
Argentina, Brazil, and Canada with the planned addition of approximately 20
to 25 new units. The Company expenses its start-up costs for each new
unit during the first full month of operation. Delays may be experienced
in projected opening dates because of construction problems, weather and
other reasons. There can be no assurance that planned expansion will
proceed as scheduled.
Seasonal Aspects of Operations. The Company's business is
seasonal to a certain extent. Generally, the highest volume of sales and
net income occurs in the fourth fiscal quarter and the lowest volume occurs
during the first fiscal quarter.
Competition. The Company's Wal-Mart stores compete with other
discount, department, drug, variety, and specialty stores, many of which
are national chains. Sam's Clubs compete with wholesale clubs, as well as
with discount retailers, wholesale grocers, and general merchandise
wholesalers and distributors. The Wal-Mart Supercenters compete with other
supercenter type stores, discount stores, supermarkets, and specialty
stores, many of which are national or regional chains. The Company also
competes for new store sites. As of January 31, 1995, based on net sales,
the Company ranked first among all retail department store chains and among
all discount department store chains.
The Company's competitive position within the industry is largely
determined by the Company's ability to offer value and service to its
customers. The Company has many programs designed to meet the competitive
needs of its industry. These include the "Everyday Low Price", "Item
Merchandising", "Store-within-a-Store", "Our Business is Saving Your
Business Money", and "Buy America" programs. Although the Company believes
it has had a major influence in most of the retail markets in which its
stores are located, there is no assurance that this will continue.
Employees (Associates). As of January 31, 1995, the Company had
approximately 622,000 full- and part-time associates, an increase of
approximately 94,000 associates for the year. Part-time associates are
primarily sales personnel. Associates who are in supervisory and
management positions are compensated on a salaried basis; store managers
and club general managers receive additional compensation based on their
unit's profits. All other store associates are compensated on an hourly
basis with the opportunity of receiving additional incentive bonuses based
upon the Company's productivity and profitability.
The Company maintains profit sharing plans under which most full-
and many part-time associates become participants following one year of
employment with the Company. Annual contributions, based on the
profitability of the Company, are made at the sole discretion of the
Company. For the fiscal years ended January 31, 1990 through 1995,
contributions of approximately $90,000,000, $98,000,000, $130,000,000,
$166,000,000, $166,000,000, and $175,000,000, respectively, have been made.
The Company also offers an associate stock ownership plan that
provides for the voluntary purchase of the Company's common stock, with a
15% match by the Company on up to $1,800 of annual stock purchases. The
Company also has stock option plans that provide certain management
associates an opportunity to share in the long-term success of the Company.
At January 31, 1995, there were approximately 5,000 management associates
who had been granted stock options by the Company.
WAL-MART STORES, INC. AND SUBSIDIARIES
SCHEDULE A TO ITEM 1 - UNITED STATES STORE COUNT AND NET SQUARE FOOTAGE GROWTH
YEARS ENDED JANUARY 31, 1990 THROUGH 1995
STORE COUNT
Fiscal Year Wal-Mart Total**
Ended Wal-Mart Stores Sam's Clubs Supercenters Beginning Ending
January 31, Opened Closed Relocated* Total Opened Closed Total Opened Total Balance Opened Closed Balance
Balance Forward 1,257 105 2 1,364
1990 145 2 1 1,399 18 0 123 1 3 1,364 163 2 1,525
1991 176 5 2 1,568 25 0 148 2 5 1,525 201 5 1,721
1992 148 1 1 1,714 61 1 208 1 6 1,721 209 2 1,928
1993 161 1 24 1,850 48 0 256 24 30 1,928 209 1 2,136
1994 142 2 37 1,953 164 1 419 38 68 2,136 307 3 2,440
1995 111 5 69 1,990 22 13 428 75 143 2,440 139 18 2,561
NET SQUARE FOOTAGE
Fiscal Year
Ended Wal-Mart Stores Sam's Clubs Wal-Mart Supercenters Total Sales Per
Jan 31, Net Additions Total Net Additions Total Net Additions Total Net Additions Sq.Ft. Sq. Ft.***
Balance Forward 79,766,689 11,053,456 210,493 91,030,638 $251.67
1990 12,881,367 92,648,056 2,010,716 13,064,172 183,492 393,985 15,075,575 106,106,213 272.75
1991 17,737,917 110,385,973 2,874,918 15,939,090 423,255 817,240 21,036,090 127,142,303 292.40
1992 17,729,395 128,115,368 7,320,510 23,259,600 180,545 997,785 25,230,450 152,372,753 306.33
1993 19,480,707 147,596,075 7,444,530 30,704,130 4,037,493 5,035,278 30,962,730 183,335,483 319.52
1994 16,312,500 163,908,575 19,882,754 50,586,884 6,762,080 11,797,358 42,957,334 226,292,817 300.33
1995 10,372,791 174,281,366 1,370,074 51,956,958 14,056,859 25,854,217 25,799,724 252,092,541 300.80
[FN]
* Wal-Mart Stores locations relocated or expanded as Wal-Mart Supercenters.
** The Company also operated 75 Bud's Warehouse Outlets, 10 Food-4-Less stores,
and four Hypermart*USA stores at January 31, 1995.
*** Includes only stores and clubs that were open at least twelve months as of
January 31 of the previous year.
ITEM 2. PROPERTIES
The number and location of Wal-Mart stores, Supercenters, and
Sam's Clubs is incorporated by reference of the table under the caption
"Operating Units" of Page 2 of the Annual Report to Shareholders for the
year ended January 31, 1995.
The Company leases most of the buildings in which its present
stores are located. These stores are either leased from a commercial
property developer, leased pursuant to a sale/leaseback arrangement, or
leased from a local governmental entity through an industrial revenue bond
transaction. All of the Company's leases for its stores provide for fixed
annual rentals and, in many cases, the leases provide for additional rent
based on sales volume.
The Company owns 911 properties on which Wal-Mart stores and
Supercenters are located and 249 of the properties on which Sam's are
located. In some cases, the Company owns the land associated with leased
buildings. New buildings, both leased and owned, are constructed by
independent contractors.
The Company operated 30 Wal-Mart distribution facilities and 20
McLane distribution facilities at January 31, 1995. These distribution
facilities are primarily owned by the Company, and several are subject to
mortgage securing loans. Some of the distribution facilities are leased
under industrial development bond financing arrangements and provide the
option of purchasing these facilities at the end of the lease term for
nominal amounts.
The Company owns office facilities in Bentonville, Arkansas that
serve as the home office and owns additional office facilities in Temple,
Texas.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and no properties of the Company are subject to any material
pending legal proceeding, other than routine litigation incidental to its
business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security
holders during the last quarter of the year ended January 31, 1995.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to each of
the executive officers of the Company, each of whom is elected by and
serves at the pleasure of the Board of Directors. The business experience
shown for each officer has been his principal occupation for at least the
past five years.
Current
Position
Name Business Experience Held Since Age
David D. Glass President and Chief Executive 1988 59
Officer.
S. Robson Walton Chairman. From 1985 until his 1992 50
election as Chairman in 1992,
he served as Vice Chairman.
Donald G. Soderquist Vice Chairman and Chief Operating 1988 61
Officer.
Paul R. Carter Executive Vice President and 1988 54
Chief Financial Officer.
William R. Fields Executive Vice President - 1992 45
Wal-Mart Stores, Inc. and
President and Chief Executive
Officer of Wal-Mart Stores
Division. Prior to 1992, he
served as Executive Vice
President - Merchandise and
Sales.
Dean L. Sanders Executive Vice President - 1992 44
Wal-Mart Stores, Inc. and
President and Chief Executive
Officer of Sam's Club Division.
Prior to 1992, he served as
Executive Vice President -
Operations.
Nicholas J. White Executive Vice President - 1989 50
Wal-Mart Supercenter Division.
Prior to 1989, he served as
Executive Vice President -
Sam's Wholesale Club.
Joseph S. Hardin, Jr. Executive Vice President - 1995 49
Wal-Mart Stores, Inc. and Chief
Operating Officer of Wal-Mart
Stores Division. Prior to 1995,
he served as President and Chief
Executive Officer of McLane
Company, Inc. Prior to 1993,
he served as Executive Vice
President - Logistics and Personnel
Administration. Prior to 1992,
he held the position of Senior
Vice President - Distribution and
Transportation.
Bob L. Martin Executive Vice President - 1993 46
Wal-Mart Stores, Inc., and
President and Chief Executive
Officer of Wal-Mart International
Division. Prior to 1993, he
served as Executive Vice President -
Corporate Information Systems.
Prior to 1992, he served the
Company as Senior Vice President -
Information Systems.
H. Lee Scott, Jr. Executive Vice President - 1995 46
Logistics. Prior to 1995, he
served as Senior Vice President -
Logistics. Prior to 1992, he
served as Vice President -
Distribution.
Thomas P. Seay Executive Vice President - 1992 53
Real Estate and Construction.
Prior to 1992, he served as
Senior Vice President - Real
Estate and Construction.
Robert K. Rhoads Senior Vice President, Secretary 1992 40
and General Counsel. Prior to
1992, he served as Vice President,
Secretary and General Counsel.
William G. Rosier President and Chief Executive 1995 46
Officer of McLane Company, Inc.
Prior to 1995, he served as Senior
Vice President - Marketing and
Customer Services for McLane.
Prior to 1991, he served as Senior
Vice President - Purchasing and
Distribution for McLane. Prior to
1990, he served as Vice President -
Eastern Region for McLane.
James A. Walker, Jr. Senior Vice President and 1995 48
Controller. Prior to 1995, he
served as Vice President and
Controller
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED SHAREHOLDER MATTERS
The information required by this item is incorporated by
reference of the information "Number of Shareholders" under the caption "11
Year Financial Summary" on Pages 12, and 13, and all the information under
the captions "Market Price of Common Stock" and "Dividends Paid Per Share"
on page 27 of the Annual Report to Shareholders for the year ended January
31, 1995.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated by
reference of all information under the caption "11 Year Financial Summary"
on Pages 12 and 13 of the Annual Report to Shareholders for the year ended
January 31, 1995.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by this item is furnished by
incorporation by reference of all information under the caption
"Management's Discussion and Analysis" on Pages 14, 15, and 16 on the
Annual Report to Shareholders for the year ended January 31, 1995.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is furnished by
incorporation by reference of all information under the captions
"Consolidated Statements of Income", "Consolidated Balance Sheets",
"Consolidated Statements of Shareholders' Equity", "Consolidated Statements
of Cash Flows", and "Notes to Consolidated Financial Statements" on Pages
17 through 25 of the Annual Report to Shareholders for the year ended
January 31, 1995.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this item with respect to the Company's directors
and compliance by the Company's directors, executive officers and certain
beneficial owners of the Company's Common Stock with Section 16(a) of the
Securities Exchange Act of 1934 is furnished by incorporation by reference
of all information under the captions entitled "Election of Directors" and
"Compliance with Section 16(a) of the Securities Exchange Act of 1934" in
the Company's Proxy Statement for its Annual Meeting of the Shareholders to
be held on June 2, 1995. The information required by this item with
respect to the Company's executive officers appears at Item 4A of Part I of
this Form 10K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is furnished by
incorporation by reference of all information under the caption entitled
"Executive Compensation" in the Company's Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The information required by this item is furnished by
incorporation by reference of all information under the caption "Equity
Securities and Principal Holders Thereof" in the Company's Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is furnished by
incorporation by reference of all information under the caption "Interest
of Management in Certain Transactions" in the Company's Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a)
1. & 2. Consolidated Financial Statements and Schedules
The financial statements listed in the Index to Consolidated
Financial Statements and Schedules, which appears on Page 18, are
incorporated by reference herein or filed as part of this Form 10-K.
3. Exhibits
The following documents are filed as exhibits to this Form 10-K:
3(a) Restated Certificate of Incorporation of the Company is
incorporated herein by reference from the Annual Report on
Form 10-K of the Company for the year ended January 31,
1989, and the Certificate of Amendment to the Restated
Certificate of Incorporation is incorporated herein by
reference to Registration Statement on Form S-8 (File
Number 33-43315).
3(b) By-Laws of the Company, as amended June 3, 1993, are
incorporated herein by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the year ended
January 31, 1994.
4(a) Form of Indenture dated as of June 1, 1985 between the
Company and Boatmen's Trust Company (formerly Centerre
Trust Company) of St. Louis, Trustee, is incorporated
herein by reference to Exhibit 4(c) to Registration
Statement on Form S-3 (File Number 2-97917).
4(b) Form of Indenture dated as of August 1, 1985 between the
Company and Boatmen's Trust Company (formerly Centerre
Trust Company) of St. Louis, Trustee, is incorporated
herein by reference to Exhibit 4(c) to Registration
Statement on Form S-3 (File Number 2-99162).
4(c) Form of Indenture dated as of August 15, 1985 between the
Company and Bankers Trust Company, Trustee, is incorporated
herein by reference to Exhibit 4(b) to Registration
Statement on Form S-3 (File Number 2-99485).
4(d) Form of Amended and Restated Indenture, Mortgage and Deed
of Trust, Assignment of Rents and Security Agreement dated
as of December 1, 1986, among the First National Bank of
Boston and James E. Mogavero, Owner Trustees, Rewal
Corporation I, Estate for Years Holder, Rewal Corporation
II, Remainderman, the Company and the First National Bank
of Chicago and R.D. Manella, Indenture Trustees, is
incorporated herein by reference to Exhibit 4(b) to
Registration Statement on Form S-3 (File Number 33-11394).
4(e) Form of Indenture dated as of July 15, 1990 between the
Company and Harris Trust and Savings Bank, Trustee, is
incorporated herein by reference to Exhibit 4(b) to
Registration Statement on Form S-3 (File Number 33-35710).
4(f) Indenture dated as of April 1, 1991, between the Company
and The First National Bank of Chicago, Trustee, is
incorporated herein by reference to Exhibit 4(a) to
Registration Statement on Form S-3 (File Number 33-51344).
4(g) First Supplemental Indenture dated as of September 9, 1992,
to the Indenture dated as of April 1, 1991, between the
Company and The First National Bank of Chicago, Trustee, is
incorporated herein by reference to Exhibit 4(b) to
Registration Statement on Form S-3 (File Number 33-51344).
+10(a) Form of individual deferred compensation agreements is
incorporated herein by reference from the Annual Report on
Form 10-K of the Company, as amended, for the year ended
January 31, 1986.
+10(b) Wal-Mart Stores, Inc. Stock Option Plan of 1984 is
incorporated herein by reference to Registration Statement
on Form S-8 (File Number 2-94358).
+10(c) 1986 Amendment to the Wal-Mart Stores, Inc. Stock Option
Plan of 1984 is incorporated herein by reference from the
Annual Report on Form 10-K of the Company for the year
ended January 31, 1987.
+10(d) 1991 Amendment to the Wal-Mart Stores, Inc. Stock Option
Plan of 1984 is incorporated herein by reference from the
Annual Report on Form 10-K of the Company for the year
ended January 31, 1992.
+10(e) 1993 Amendment to the Wal-Mart Stores, Inc. Stock Option
Plan of 1984 is incorporated herein by reference from the
Annual Report on Form 10-K of the Company for the year
ended January 31, 1993.
+10(f) Wal-Mart Stores, Inc. Stock Option Plan of 1994 is
incorporated herein by reference to Exhibit 4(c) to the
registration statement on Form S-8 (File Number 33-5325).
10(g) Exchange Agreement by and between Wal-Mart Stores, Inc. and
Walton Enterprises, Inc., dated May 23, 1990, is
incorporated herein by reference to Current Report on Form
8-K dated June 14, 1990.
+10(h) A written description of a consulting agreement by and
between Wal-Mart Stores, Inc. and Jack C. Shewmaker, is
incorporated herein by reference to the description
contained in the third paragraph under the caption
"Compensation of Directors" in the Company's definitive
Proxy Statement to be filed in connection with the Annual
Meeting of the Shareholders to be held on June 2, 1995.
+10(i) Wal-Mart Stores, Inc. Directors Deferred Compensation Plan
is incorporated herein by reference to Exhibit 4(d) to
Registration Statement on Form S-8 (File Number 33-55178).
*13 All information incorporated by reference in Items 5, 6, 7
and 8 of this Annual Report on Form 10-K from the Annual
Report to Shareholders for the year ended January 31, 1995.
*21 List of the Company's Subsidiaries
*23 Consent of Independent Auditors
*27 Financial Data Schedule
*Filed herewith as an Exhibit.
+Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
During the last quarter of the fiscal year ended January
31, 1995, the Company filed two reports on Form 8-K with the
Securities and Exchange Commission (the "Commission") as described
below:
(1) Form 8-K dated November 11, 1994 and filed with the
Commission on November 14, 1994. The Form 8-K was filed
for the purpose of filing certain documents as exhibits
under Item 7 of Form 8-K in connection with, and for
incorporation by reference into, the Company's Registration
Statement on Form S-3 (File No. 33-55725). The documents
related to the closing on November 10, 1994, of the
issuance of certain Pass Through Certificates described in the
Prospectus Supplement dated November 3, 1994.
(2) Form 8-K dated December 28, 1994 and filed with the
Commission on December 28, 1994. The Form 8-K was filed
for the purpose of filing certain documents as exhibits
under Item 7 of Form 8-K in connection with, and for
incorporation by reference into, the Company's Registration
Statement on Form S-3 (File No. 33-55725). The documents
related to the closing on December 22, 1994, of the
issuance of certain Pass Through Certificates described in
the Prospectus Supplement dated December 15, 1994.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
Annual
Report to
Shareholders
(page)
Covered by Report of Independent
Auditors:
Consolidated Statements of Income
for each of the three years in the
period ended January 31, 1995 17
Consolidated Balance Sheets at
January 31, 1995 and 1994 18
Consolidated Statements of
Shareholders' Equity for each
of the three years in the
period ended January 31, 1995 19
Consolidated Statements of Cash
Flows for each of the three
years in the period ended
January 31, 1995 20
Notes to Consolidated Financial
Statements, except Note 8 21-25
Not Covered by Report of Independent
Auditors:
Note 8 - Quarterly Financial Data
(unaudited) 25
All schedules have been omitted because the required information is not
present or is not present in amounts sufficient to require submission of
the schedule, or because the information required is included in the
financial statements, including the notes thereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DATE: April 21, 1995 WAL-MART STORES, INC.
BY:/s/David D. Glass
David D. Glass
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:
DATE: April 21, 1995 /s/S. Robson Walton
S. Robson Walton
Chairman of the Board
DATE: April 21, 1995 /s/David D. Glass
David D. Glass
President, Chief Executive
Officer and Director
DATE: April 21, 1995 /s/Donald G. Soderquist
Donald G. Soderquist
Vice Chairman, Chief
Operating Officer
and Director
DATE: April 21, 1995 /s/Paul R. Carter
Paul R. Carter
Executive Vice President,
Chief Financial Officer and
Director
DATE: April 21, 1995 /s/James A. Walker, Jr.
James A. Walker, Jr.
Senior Vice President and
Controller (Principal
Accounting Officer)
DATE: April 21, 1995 /s/David R. Banks
David R. Banks
Director
DATE: April 21, 1995
John A. Cooper, Jr.
Director
DATE: April 21, 1995
Robert H. Dedman
Director
DATE: April 21, 1995 /s/Frederick S. Humphries
Frederick S. Humphries
Director
DATE: April 21, 1995 /s/F. Kenneth Iverson
F. Kenneth Iverson
Director
DATE: April 21, 1995 /s/Elizabeth A. Sanders
Elizabeth A. Sanders
Director
DATE: April 21, 1995 /s/Jack Shewmaker
Jack Shewmaker
Director
DATE: April 21, 1995 /s/John Walton
John Walton
Director