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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, 1997, or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-6991.
WAL-MART STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 71-0415188
(State or other jurisdiction of (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
Toronto 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, 1997, was $37,486,838,461. 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 had 2,265,535,740 shares of Common Stock outstanding as
of March 31, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended January 31, 1997, are incorporated by reference into
Parts I and II of this Form 10-K.
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held June 6, 1997, are incorporated by reference into
Part III of this Form 10-K.
FORWARD-LOOKING STATEMENTS OR INFORMATION
This Form 10-K includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements in this Form 10-K which address
activities, events or developments that the Company expects or anticipates
will or may occur in the future, including such things as future capital
expenditures (including the amount and nature thereof), expansion and other
development trends of industry segments in which the Company is active,
business strategy, expansion and growth of the Company's business and
operations and other such matters are forward-looking statements. Although
the Company believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions within the bounds of its
knowledge of its business, a number of factors could cause actual results
to differ materially from those expressed in any forward-looking
statements, whether oral or written, made by or on behalf of the Company.
Many of these factors have previously been identified in filings or
statements made by or on behalf of the Company.
All phases of the Company's operations are subject to influences outside
its control. Any one, or a combination, of these factors could materially
affect the results of the Company's operations. These factors include:
competitive pressures, inflation, consumer debt levels, currency exchange
fluctuations, trade restrictions, changes in tariff and freight rates,
interest rate fluctuations and other capital market conditions. Forward-
looking statements made by or on behalf of the Company are based on a
knowledge of its business and the environment in which it operates, but
because of the factors listed above, actual results may differ from those
in the forward-looking statements. Consequently, all of the forward-looking
statements made are qualified by these cautionary statements and there can
be no assurance that the actual results or developments anticipated by the
Company will be realized or, even if substantially realized, that they will
have the expected consequences to or effects on the Company or its business
or operations.
WAL-MART STORES, INC.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED JANUARY 31, 1997
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Wal-Mart Stores, Inc. (together with its subsidiaries
hereinafter referred to as the "Company") is America's largest retailer
measured by total revenues. During the fiscal year ended January 31, 1997,
the Company had net sales of $104,859,000,000. The Company serves
customers primarily through the operation of Wal-Mart stores (discount
department stores), Sam's Clubs (warehouse membership clubs) and Wal-Mart
Supercenters (combination full-line supermarket and discount department
stores). Domestically, at January 31, 1997, the Company operated 1,960 Wal-
Mart stores, 436 Sam's Clubs, and 344 Wal-Mart Supercenters. A table
summarizing information concerning domestic Wal-Mart stores, Sam's Clubs,
Wal-Mart Supercenters and other stores operated since January 31, 1992 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 a 50% interest with CIFRA S.A. de C.V. to develop and expand
retailing services in Mexico. This was the beginning of Wal-Mart's
initiative outside of the United States. Today, our joint venture is
Mexico's largest retailer. At January 31, 1997, the joint venture operated
28 warehouse clubs and 18 Wal-Mart Supercenters, along with 106 CIFRA joint
venture units throughout Mexico.
In fiscal 1993, the Company entered Puerto Rico and at
January 31, 1997, operated seven Wal-Mart stores and four Sam's Clubs.
In fiscal 1995, the Company acquired 122 Canadian Woolco
department stores from Woolworth Canada, Inc., a subsidiary of Woolworth
Corporation. The acquisition included all inventory, leasehold interests
and other assets at each location. Today Wal-Mart is Canada's leading
discount retailer. At January 31, 1997, the Company operated 136 Canadian
Wal-Mart stores.
In fiscal 1996, the Company entered Brazil through a joint
venture in which it has a 60% interest with Lojas Americanas. At January
31, 1997, the joint venture operated two Wal-Mart Supercenters and three
warehouse clubs in the greater-Sao Paulo area.
Also in fiscal 1996, the Company entered Argentina and at
January 31, 1997, operated three Wal-Mart Supercenters and three warehouse
clubs in the greater-Buenos Aires region.
In fiscal 1997, the Company entered the People's Republic of
China. At January 31, 1997, the Company operated one Wal-Mart Supercenter
along with joint-venture partner Shenzhen International Trust & Investment
Company and one warehouse club along with joint-venture partner, Shenzhen
Economic Zone Development Company.
In fiscal 1997, the Company entered Indonesia through a
franchise agreement. At January 31, 1997, Wal-Mart operated two Wal-Mart
Supercenters in the Jakarta area.
A table summarizing information concerning international
units operated since fiscal 1992 is set forth in Schedule B to Item 1 found
on page 10 of this annual report.
(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. For the financial results
of the Company's operations, see the information incorporated by reference
in Item 7 and Item 8 of Part II found on page 14 of this annual report.
(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 was opened. In fiscal 1984, the Company
opened its first three Sam's Clubs, and in fiscal 1988, 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 Canadian Woolco stores from Woolworth Canada, Inc., a
subsidiary of Woolworth Corporation.
General. The Company operates Wal-Mart stores in all 50 states.
The average size of a Wal-Mart store is approximately 92,600 square feet
with store sizes generally ranging between 30,000 and 150,000 square feet
of building area. The Company operates Wal-Mart Supercenter stores in 23
states, and the average size of a Supercenter store is 183,300 square feet.
The Company operates Sam's Clubs in 48 states. The average size
of a Sam's Club is approximately 121,200 square feet, and club sizes
generally range between 90,000 and 150,000 square feet of building area.
The Company operates Wal-Mart stores, Sam's Clubs and Wal-Mart
Supercenters in Argentina, Canada and Puerto Rico, and under joint venture
or franchise agreements in Brazil, China, Indonesia and Mexico.
During the last fiscal year, no single store or club 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, candy, stationery and books, shoes, housewares,
hardware, electronics, home furnishings, small appliances, automotive
accessories, horticulture and accessories, sporting goods, toys, cameras
and supplies, health and beauty aids, pharmaceuticals and jewelry.
Nationally advertised merchandise accounts for a majority of
sales in the stores. The Company markets lines of merchandise under the
store brands "Sam's American Choice", "Great Value", "Ol' Roy" and
"Equate". The Company also markets lines of merchandise under licensed
brands; some of which include "Faded Glory", "Kathie Lee", "Better Homes &
Gardens", "White Stag", "McKids", "Popular Mechanics" and "Catalina".
During the fiscal year ended January 31, 1997, domestic sales of
general merchandise at Wal-Mart stores and Supercenters (which are subject
to seasonal variance), including licensed departments, by product category
were as follows:
PERCENTAGE
CATEGORY OF SALES
Softgoods/domestics.............. 25%
Hardgoods........................ 25
Stationery and candy............. 11
Pharmaceuticals.................. 10
Records and electronics.......... 9
Sporting goods and toys.......... 8
Health and beauty aids........... 8
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 only the rentals received from the
licensee as other income.
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 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. An increasing
number of Wal-Mart stores and almost all of the Supercenter stores are 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. During the year, the Company launched a co-branded credit card
program through Chase Manhattan Bank. This card is also operated without
recourse to the Company. 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
and "Business Revolving Credit" are available to qualifying business
members. Also, a "Personal Credit" program is available to qualifying club
members. Any credit issued under these programs are without recourse to
the Company. 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 they are generally
open Monday through Friday from 10:00 a.m. to 8:30 p.m. Most Sam's are
open Saturday from 9:30 a.m. to 8:30 p.m. and on Sunday from 11:00 a.m. to
6:00 p.m.
Distribution. During the 1997 fiscal year, approximately 84% of
the Wal-Mart stores' and Supercenters' purchases were shipped from Wal-
Mart's 34 distribution centers, five located in both Arkansas and Texas;
two in California, Florida, Indiana, Mississippi, New York and South
Carolina; and one each in Alabama, Colorado, Georgia, Iowa, Kansas,
Kentucky, New Hampshire, Ohio, Pennsylvania, Utah, Virginia and Wisconsin.
The balance was shipped directly to the stores from suppliers. Each
distribution center is designed to serve the distribution needs of
approximately 80 to 140 stores, depending on the size of the center. The
size of these distribution centers ranges from approximately 700,000 to
1,600,000 square feet. Sam's Clubs receive the majority of their
merchandise via direct shipment 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 19 distribution centers with two located in Arizona, California, Texas
and Virginia, and one each in Colorado, Florida, Georgia, Illinois,
Kentucky, Mississippi, Missouri, New York, North Carolina, Utah and
Washington.
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 1997, no
single supplier accounted for more than 4.6% 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 is committed to ongoing training programs for
managers, assistant managers and department managers in an effort to assure
well trained future store management.
Fiscal 1998 Expansion Plans. Domestically, the Company plans to
open approximately 50 new Wal-Mart stores and 100 Supercenters.
Approximately 70 of the new Supercenters will come from relocations or
expansions of existing Wal-Mart stores. The Company also plans to open
five to ten new Sam's Clubs and four distribution centers. International
expansion includes 30 to 35 new Wal-Mart stores, Supercenters and Sam's
Clubs in Argentina, Brazil, Canada, China, Indonesia, Mexico and Puerto
Rico. 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
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 with the
other stores for new store sites. As of January 31, 1997, 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 its 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, 1997, the Company had
approximately 728,000 associates, an increase of approximately 53,000
associates for the year. Part-time associates are primarily sales
personnel. Most associates participate in incentive programs which provide
the opportunity to receive addition compensation based upon the Company's
productivity or profitability.
The Company maintains profit sharing plans under which most full-
and many part-time associates participate 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, 1992 through 1997, the Company has contributed
approximately $130,000,000, $166,000,000, $166,000,000, $175,000,000,
$204,000,000 and $247,000,000, respectively.
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, 1997, approximately 7,000 management associates had been
awarded stock options by the Company.
WAL-MART STORES, INC. AND SUBSIDIARIES
SCHEDULE A TO ITEM 1 - DOMESTIC STORE COUNT AND NET SQUARE FOOTAGE GROWTH
YEARS ENDED JANUARY 31, 1992 THROUGH 1997
STORE COUNT
Fiscal Year Wal-Mart
Ended Wal-Mart Stores Sam's Clubs Supercenters Total*3)
Ending
Jan 31, Opened Closed Conversions*1) Total Opened Closed Total Opened Total Opened*2) Closed Balance
Balance Forward 1,568 148 9 1,725
1992 148 1 1 1,714 61 1 208 1 10 209 2 1,932
1993 159 1 24 1,848 48 0 256 24 34 207 1 2,138
1994 141 2 37 1,950 162 1 417 38 72 304 3 2,439
1995 109 5 69 1,985 21 12 426 75 147 136 17 2,558
1996 92 2 80 1,995 9 2 433 92 239 113 4 2,667
1997 59 2 92 1,960 9 6 436 105 344 81 8 2,740
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.*4)
Balance Forward 110,385,973 15,938,838 1,733,701 128,058,512
1992 17,729,395 128,115,368 7,320,510 23,259,348 180,545 1,914,246 25,230,450 153,288,962 $ 306.33
1993 19,251,060 147,366,428 7,444,530 30,703,878 4,037,493 5,951,739 30,733,083 184,022,045 325.86
1994 16,185,442 163,551,870 19,670,804 50,374,682 6,762,080 12,713,819 42,618,326 226,640,371 324.42
1995 10,109,978 173,661,848 1,335,742 51,710,424 14,087,725 26,801,544 25,533,445 252,173,816 336.10
1996 8,188,223 181,850,071 825,020 52,535,444 16,791,559 43,593,103 25,804,802 277,978,618 335.13
1997 ( 193,017) 181,657,054 298,692 52,834,136 19,661,947 63,255,050 19,767,622 297,746,240 337.35
[FN]
*1) Wal-Mart store locations relocated or expanded as Wal-Mart Supercenters.
*2) Total Opened net of conversions of Wal-Mart stores to Supercenters.
*3) The Company also operated 63 Bud's Discount City units at January 31, 1997.
These units are not included in the above store counts
or square footage totals.
*4) Includes only stores and clubs that were open at least twelve months as of
January 31 of the previous year.
WAL-MART STORES, INC. AND SUBSIDIARIES
SCHEDULE B TO ITEM 1 - INTERNATIONAL STORE COUNT AND NET SQUARE FOOTAGE GROWTH
YEARS ENDED JANUARY 31, 1992 THROUGH 1997
STORE COUNT
Fiscal MEXICO CANADA PUERTO RICO ARGENTINA
Year Wal-Mart Sam's Wal-Mart Wal-Mart Sam's Wal-Mart Sam's
Ended Supercenters Clubs Total* Stores Total Stores Clubs Total Supercenters Clubs Total
1992 0 2 2 0 0 0 0 0 0 0 0
1993 0 3 3 0 0 2 0 2 0 0 0
1994 2 7 9 0 0 3 2 5 0 0 0
1995 11 22 33 123 123 5 2 7 0 0 0
1996 13 28 41 131 131 7 4 11 1 2 3
1997 18 28 46 136 136 7 4 11 3 3 6
Fiscal BRAZIL INDONESIA CHINA
Year Wal-Mart Sam's Wal-Mart Wal-Mart Sam's
Ended Supercenters Clubs Total Supercenters Total Supercenters Clubs Total
1992 0 0 0 0 0 0 0 0
1993 0 0 0 0 0 0 0 0
1994 0 0 0 0 0 0 0 0
1995 0 0 0 0 0 0 0 0
1996 2 3 5 0 0 0 0 0
1997 2 3 5 2 2 1 1 2
NET SQUARE FOOTAGE
Fiscal MEXICO CANADA PUERTO RICO ARGENTINA
Year
Ended Net Additions Total* Net Additions Total Net Additions Total Net Additions Total
1992 162,535 162,535 0 0 0 0 0 0
1993 143,000 305,535 0 0 229,647 229,647 0 0
1994 946,717 1,252,252 0 0 339,260 568,907 0 0
1995 3,537,080 4,789,332 14,651,969 14,651,969 266,279 835,186 0 0
1996 1,091,123 5,880,455 872,446 15,524,415 478,848 1,314,034 438,787 438,787
1997 1,032,603 6,913,058 572,803 16,097,218 0 1,314,034 625,369 1,064,156
Fiscal BRAZIL INDONESIA CHINA
Year
Ended New Additions Total Net Additions Total Net Additions Total
1992 0 0 0 0 0 0
1993 0 0 0 0 0 0
1994 0 0 0 0 0 0
1995 0 0 0 0 0 0
1996 772,221 772,221 0 0 0 0
1997 0 772,221 360,503 360,503 316,656 316,656
[FN]
* Through a joint venture, the Company also operated 25 discount stores, four
combination stores, three supermarkets, seven specialty department stores and 67
restaurants as of January 31, 1997. These units are not included in the above
store counts or square footage totals.
ITEM 2. PROPERTIES
The number and location of Wal-Mart stores, Supercenters and
Sam's Clubs is incorporated by reference to the table under the caption
"Fiscal 1997 End of Year Store Counts" on Page 19 of the Annual Report to
Shareholders for the year ended January 31, 1997.
The Company owns 1,232 properties on which domestic Wal-Mart
stores and Supercenters are located and 280 of the properties on which
domestic 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 remaining buildings in which its present stores are located
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 operated 34 Wal-Mart distribution facilities and 19
McLane distribution facilities at January 31, 1997. 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 leases properties on which Canadian Wal-Mart stores
are located. The Company owns four properties on which Puerto Rico
operating units are located with the remaining units being leased. The
Company owns properties on which the operating units in Argentina, Brazil,
China and Mexico are located.
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, 1997.
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 61
Officer.
S. Robson Walton Chairman. From 1985 until his 1992 52
election as Chairman in 1992,
he served as Vice Chairman.
Donald G. Soderquist Vice Chairman and Chief Operating 1988 63
Officer.
Paul R. Carter Executive Vice President - 1995 56
Wal-Mart Stores, Inc. and
President - Wal-Mart Realty
Company. Prior to 1995, he
served as Executive Vice
President and Chief Financial
Officer.
Thomas M. Coughlin Executive Vice President - 1995 48
Store Operations. Prior to
1995, he served as Senior Vice
President - Specialty Divisions.
David Dible Executive Vice President 1995 49
Specialty Divisions. Prior to
1995, he served as Senior Vice
President - Merchandising.
Joseph S. Hardin, Jr. Executive Vice President - 1995 52
Wal-Mart Stores, Inc. and
President and Chief Executive
Officer of Sam's Club Division.
Prior to October 1995, he served
as Executive Vice President -
Wal-Mart Stores, Inc. and Chief
Operating Officer of Wal-Mart
Stores Division. Prior to January
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 Adminis-
tration. Mr. Hardin announced his
intention to leave the Company in
April, 1997.
Bob L. Martin Executive Vice President - 1993 48
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.
John B. Menzer Executive Vice President and 1995 46
Chief Financial Officer since
September 1995. Prior to September
1995, he served as President and
Chief Operating Officer of Ben
Franklin Retail Stores, Inc.
H. Lee Scott, Jr. Executive Vice President - 1995 48
Merchandising. Prior to October
1995, he served as Executive Vice
President - Logistics. Prior to
that, he served as Senior Vice
President - Logistics.
Nicholas J. White Executive Vice President - 1989 52
Wal-Mart Supercenter Division.
Prior to 1989, he served as
Executive Vice President -
Sam's Clubs.
William G. Rosier President and Chief Executive 1995 48
Officer of McLane Company, Inc.
Prior to 1995, he served as Senior
Vice President - Marketing and
Customer Services for McLane.
James A. Walker, Jr. Senior Vice President and 1995 50
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 of Record" under the
caption "11 Year Financial Summary" on Pages 22 and 23, and all the
information under the captions "Market Price of Common Stock", "Listings -
Stock Symbol: WMT" and "Dividends Paid Per Share" on page 37 of the Annual
Report to Shareholders for the year ended January 31, 1997.
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 22 and 23 of the Annual Report to Shareholders for the year ended
January 31, 1997.
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 24 through 26 of the Annual
Report to Shareholders for the year ended January 31, 1997.
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 26
through 34 of the Annual Report to Shareholders for the year ended January
31, 1997.
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 "Item 1:Election
of Directors" on Pages 1 through 3 and "Section 16(a) Beneficial Ownership
Reporting Compliance" on Page 10 and 11 of the Company's Proxy Statement for
its Annual Meeting of Shareholders to be held on Friday, June 6, 1997 (the
"Proxy Statement"). The information required by this item with respect to
the Company's executive officers appears at Item 4A of Part I of this Form
10-K.
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", subcaptions "Summary Compensation Table", "Option
Grants for Fiscal Year Ended January 31, 1997", and "Option Exercises and
Fiscal Year End Option Values" on Pages 4 through 6, and "Compensation
Committee Interlocks and Insider Participation" and "Compensation of
Directors" on Page 8 of the 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 of Wal-Mart Stock" on Pages 10 and 11 of
the 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" on Page 9 of the Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) 1. & 2. Consolidated Financial Statements
The financial statements listed in the Index to Consolidated
Financial Statements, 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 to Exhibit 3(a) 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 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(d) 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(e) 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(f) 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 to Exhibit 10(b) 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 to Exhibit
10(h) 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 to Exhibit
10(h) 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 to Exhibit
10(i) 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 33-55325).
+10(g) 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" on Page 8 in the Company's
definitive Proxy Statement to be filed in connection with
the Annual Meeting of the Shareholders to be held on
June 6, 1997.
+10(h) Wal-Mart Stores, Inc. Director Compensation Plan is
incorporated herein by reference to Exhibit 4(d) to
Registration Statement on Form S-8 (File Number 333-24259).
+10(i) Wal-Mart Stores, Inc. Officer Deferred Compensation Plan.
*+10(j) Wal-Mart Stores, Inc. Restricted Stock Plan.
*13 All information incorporated by reference in Items 2, 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, 1997.
*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
The Company did not file a report on Form 8-K during the last
quarter of the fiscal year ended January 31, 1997.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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, 1997 26
Consolidated Balance Sheets at
January 31, 1997 and 1996 27
Consolidated Statements of
Shareholders' Equity for each
of the three years in the
period ended January 31, 1997 28
Consolidated Statements of Cash
Flows for each of the three
years in the period ended
January 31, 1997 29
Notes to Consolidated Financial
Statements, except Note 8 30-34
Not Covered by Report of Independent
Auditors:
Note 8 - Quarterly Financial Data
(Unaudited) 34
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, 1997 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, 1997 /s/S. Robson Walton
S. Robson Walton
Chairman of the Board
DATE: April 21 , 1997 /s/David D. Glass
David D. Glass
President, Chief Executive
Officer and Director
DATE: April 21 , 1997 /s/Donald G. Soderquist
Donald G. Soderquist
Vice Chairman, Chief
Operating Officer
and Director
DATE: April 21, 1997 /s/Paul R. Carter
Paul R. Carter
Executive Vice President,
President - Wal-Mart Realty
Company and Director
DATE: April 21, 1997 /s/John B. Menzer
John B. Menzer
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE: April 21, 1997 /s/James A. Walker, Jr.
James A. Walker, Jr.
Senior Vice President and
Controller
(Principal Accounting Officer)
DATE: April 21, 1997 /s/John A. Cooper, Jr.
John A. Cooper, Jr.
Director
DATE: April 21, 1997 /s/Stephen Friedman
Stephen Friedman
Director
DATE: April 21, 1997 _________________________________
Stanley C. Gault
Director
DATE: April 21, 1997 /s/Frederick S. Humphries
Frederick S. Humphries
Director
DATE: April 21, 1997 /s/E. Stanley Kroenke
E. Stanley Kroenke
Director
DATE: April 21, 1997 /s/Elizabeth A. Sanders
Elizabeth A. Sanders
Director
DATE: April 21, 1997 /s/Jack C. Shewmaker
Jack C. Shewmaker
Director
DATE: April 21, 1997 /s/Paula Stern
Paula Stern
Director
DATE: April 21, 1997 /s/John T. Walton
John T. Walton
Director