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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended October 31, 2004.

or

For the transition period from              to             .

Commission file number 1-6991

WAL-MART STORES, INC.

(Exact name of registrant as specified in its charter)

(479) 273-4000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common Stock, $.10 Par Value – 4,234,867,066 shares as of November 23, 2004.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WAL-MART STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in millions except per share data)

See accompanying notes.

WAL-MART STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in millions)

See accompanying notes.

WAL-MART STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in millions)

See accompanying notes.

WAL-MART STORES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Basis of Presentation

The condensed consolidated balance sheets of Wal-Mart Stores, Inc. and its subsidiaries (the “Company”) as of October 31, 2004 and 2003, and the related consolidated statements of income for the three and nine-month periods ended October 31, 2004 and 2003, and the condensed consolidated statements of cash flows for the nine-month periods ended October 31, 2004 and 2003, are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the financial statements have been included. Such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for a full year.

The financial statements and notes are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in the Company’s annual report to shareholders for the fiscal year ended January 31, 2004. Therefore, the interim financial statements should be read in conjunction with that annual report to shareholders. Certain reclassifications have been made to prior periods to conform to the current period presentation.

In February 2004, the Company completed its purchase of Bompreço S.A. Supermercados do Nordeste (“Bompreço”), a supermarket chain in northern Brazil with 118 hypermarkets, supermarkets and mini-markets. The purchase price was approximately $315 million, net of cash acquired. The results of operations for Bompreço, which were not material to the Company, have been included in the Company’s consolidated financial statements since the date of acquisition.

NOTE 2. Net Income Per Share

Basic net income per share is based on the weighted-average outstanding common shares. Diluted net income per share is based on the weighted-average outstanding common shares including the dilutive effect of stock options and restricted stock grants amounting to a weighted-average of 7 million and 10 million for the three months ended October 31, 2004, and 2003, respectively, and 8 million and 10 million for the nine months ended October 31, 2004 and 2003, respectively.

NOTE 3. Inventories

The Company values inventories at the lower of cost or market as determined primarily by the retail method of accounting, using the last-in, first-out (“LIFO”) method for substantially all merchandise inventories in the United States, except SAM’S CLUB merchandise, which is based on average cost using the LIFO method. Inventories outside of the United States are primarily valued by the retail method of accounting, using the first-in, first-out (“FIFO”) method. At October 31, 2004, the Company’s inventories valued at LIFO approximate those inventories if they were valued at FIFO.

NOTE 4. Long-term Debt

In the first quarter of fiscal 2005, the Company sold notes totaling $2.0 billion. These notes bear interest of 4.125% and mature in 2012. During the third quarter of fiscal 2005, the Company sold $1.8 billion (£1.0 billion) of 5.250% notes due 2036 and $1.0 billion of floating rate notes due 2007. The floating rate notes accrue interest at the three month LIBOR rate less 0.140%. The proceeds from the sale of these notes were used for general corporate purposes and to repay commercial paper. The notes issued in the nine months ended October 31, 2004 are senior, unsecured and unsubordinated debt securities. During the nine months ended October 31, 2004, we repaid $2.1 billion of notes.

During the nine months ended October 31, 2003, we issued $5.6 billion of notes and repaid $3.5 billion of notes.

NOTE 5. Segments

The Company and its subsidiaries are principally engaged in the operation of mass merchandising stores located in all 50 states, Argentina, Canada, Germany, Puerto Rico, South Korea and the United Kingdom, through joint ventures in China, and through majority-owned subsidiaries in Brazil and Mexico. The Company’s segments, Wal-Mart Stores, SAM’S CLUB and International, are identified based on management responsibility within the United States and in total for international units.

The Wal-Mart Stores segment includes the Company’s Discount Stores, Supercenters and Neighborhood Markets in the United States as well as Walmart.com. The SAM’S CLUB segment includes the warehouse membership Clubs in the United States as well as samsclub.com. The International segment consists of the Company’s operations in Argentina, Brazil, Canada, China, Germany, Mexico, Puerto Rico, South Korea and the United Kingdom. At October 31, 2004, the Company owned approximately 37% of The Seiyu, Ltd. (“Seiyu”) with warrants to purchase up to approximately 69% of that company. Seiyu operates over 400 stores located throughout Japan. The Company includes its ownership interest in Seiyu, which is accounted for under the equity method, in the “Other” caption. The Company’s share of Seiyu’s results was not material to the three and nine months ended October 31, 2004 and 2003. The amounts under the caption “Other” in the following table also include unallocated corporate overhead.

The Company measures the profit of its segments as “segment operating income,” which is defined as income from continuing operations before net interest expense, income taxes and minority interest. Segment operating income does not include unallocated corporate overhead. Information on segments and the reconciliation to income from continuing operations before income taxes and minority interest appear in the following tables.

Net sales by operating segment were as follows (in millions):

Segment operating income and the reconciliation to income from continuing operations before income taxes and minority interest are as follows (in millions):

Goodwill is recorded on the balance sheet in the operating segments as follows (in millions):

The change in International segment goodwill during the nine months ended October 31, 2004 was primarily the result of foreign exchange rate fluctuations due mostly to the strengthening of the British Pound. Goodwill also increased by an insignificant amount as the result of the Company’s purchase of Bompreço.

NOTE 6. Comprehensive Income

Comprehensive income is net income plus certain other items that are recorded directly to shareholders’ equity, which consist primarily of currency translation and the effects of hedge accounting. Comprehensive income was $2.5 billion and $1.7 billion for the three months ended October 31, 2004, and 2003, respectively, and $7.6 billion and $6.8 billion for the nine months ended October 31, 2004 and 2003, respectively.

NOTE 7. Common Stock Dividends

        During the first quarter of fiscal 2005, the Company’s Board of Directors declared an annual dividend of $0.52 per share, or $2.2 billion, on shares of the Company’s common stock. Historically, the Company’s Board of Directors has declared the Company’s dividends quarterly. The fiscal 2005 dividend is payable in equal quarterly per share amounts on April 5, June 7, and September 7, 2004 and January 3, 2005 to holders of record on March 19, May 21, August 20 and December 17, 2004, respectively. The portions of the annual dividend payable on April 5, June 7 and September 7, 2004, totaled $0.39 per share and were paid on those dates.

NOTE 8. New Accounting Pronouncement

In January 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities,” (“FIN 46”) as amended by FIN 46-R. This interpretation addresses the consolidation of business enterprises (“variable interest entities”) to which the usual condition (ownership of a majority voting interest) of consolidation does not apply. This interpretation focuses on financial interests that indicate control. It concludes that in the absence of clear control through voting interests or sufficient equity, a company’s exposure (“variable interest”) to the economic risks and potential rewards from the variable interest entity’s assets and activities are the best evidence of control. Variable interests are rights and obligations that convey economic gains or losses from changes in the values of the variable interest entity’s assets and liabilities. Variable interests may arise from financial instruments, service contracts, nonvoting ownership interests and other arrangements. If an enterprise holds a majority of the variable interests of an entity, it would be considered the primary beneficiary. The primary beneficiary is required to consolidate the assets, liabilities and the results of operations of the variable interest entity in its financial statements.

The Company adopted the provisions of FIN 46-R for the year ended January 31, 2004, for any variable interest entities created after January 31, 2003, and any variable interest entities that are special purpose entities. This adoption had no impact on our financial statements. At April 30, 2004, the Company adopted the provisions of FIN 46-R for variable interest entities created before February 1, 2003. This adoption did not have a material impact on the Company’s financial condition or results of operations.

NOTE 9. Contingencies

The Company is involved in a number of legal proceedings, which include consumer, employment, tort and other litigation. The lawsuits discussed below, if decided adversely to or settled by the Company, may result in liability material to the Company’s financial condition or results of operations. The Company may enter into discussions regarding settlement of these and other lawsuits, and may enter into settlement agreements, if it believes settlement is in the best interests of the Company’s shareholders. In accordance with Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies,” the Company has made accruals with respect to these lawsuits, where appropriate, which are reflected in the Company’s consolidated financial statements.

The Company is a defendant in numerous cases containing class-action allegations in which the plaintiffs have brought claims under the Fair Labor Standards Act (“FLSA”), corresponding state statutes, or other laws. The plaintiffs in these lawsuits are current and former hourly Associates who allege, among other things, that the Company forced them to work “off the clock” and failed to provide work breaks. The complaints generally seek unspecified monetary damages, injunctive relief, or both. Class certification has yet to be addressed in a majority of the cases. Class certification has been denied or overturned in North Carolina, Georgia, Texas (state court), Ohio, Louisiana, Wisconsin, West Virginia, Florida, Arkansas, Maryland, Massachusetts, Indiana, and Michigan. Some or all of the requested classes have been certified in Minnesota, California, Oregon, Texas (federal court), Washington, and Colorado.

A putative class action is pending in California challenging the methodology of payments made under various Associate incentive bonus plans, and a second putative class action in California asserts that the Company has omitted to include bonus payments in calculating Associates’ regular rate of pay for purposes of determining overtime.

The Company is currently a defendant in three putative class actions brought on behalf of assistant store managers who challenge their exempt status under the FLSA, two of which are pending in federal court in Michigan, and one of which is pending in federal court in New Mexico. A similar putative class action challenging the exempt status of Wal-Mart assistant store managers under California law has been filed in Los Angeles County Superior Court. No determination has been made as to class certification in any of these cases.

The Company is a defendant in Dukes v. Wal-Mart Stores, Inc., a class-action lawsuit commenced in June 2001 and pending in the United States District Court for the Northern District of California. The case was brought on behalf of all past and present female employees in all of the Company’s retail stores and wholesale clubs in the United States. The complaint alleges that the Company has engaged in a pattern and practice of discriminating against women in promotions, pay, training and job assignments. The complaint seeks, among other things, injunctive relief, compensatory damages including front pay and back pay, punitive damages, and attorneys’ fees. Following a hearing on class certification on September 24, 2003, on June 21, 2004, the District Court issued an order granting in part and denying in part the plaintiffs’ motion for class certification. The class, which was certified by the District Court for purposes of liability, injunctive and declaratory relief, punitive damages, and lost pay, subject to certain exceptions, includes all women employed at any Wal-Mart domestic retail store at any time since December 26, 1998, who have been or may be subjected to the pay and management track promotions policies and practices challenged by the plaintiffs. The class as certified currently includes approximately 1.6 million present and former female Associates.

The Company believes that the District Court’s ruling is incorrect. The United States Court of Appeals for the Ninth Circuit has granted the Company’s petition for discretionary review of the ruling. If the Company is not successful in its appeal of class

certification, or an appellate court issues a ruling that allows for the certification of a class or classes with a different size or scope, and if there is a subsequent adverse verdict on the merits from which there is no successful appeal, or in the event of a negotiated settlement of the litigation, the resulting liability could be material to the Company. The plaintiffs also seek punitive damages which, if awarded, could result in the payment of additional amounts material to the Company. However, because of the uncertainty of the outcome of the appeal from the District Court’s certification decision, because of the uncertainty of the balance of the proceedings contemplated by the District Court, and because the Company’s liability, if any, arising from the litigation, including the size of any damages award if plaintiffs are successful in the litigation or any negotiated settlement, could vary widely, the Company cannot reasonably estimate the possible loss or range of loss which may arise from the litigation.

The Company is a defendant in four putative class-action lawsuits, three of which are pending in Texas, and one in Oklahoma. In each lawsuit, the plaintiffs seek a declaratory judgment that Wal-Mart and the other defendants who purchased Corporate-Owned Life Insurance (“COLI”) policies lacked an insurable interest in the lives of the employees who were insured under the policies, and seek to recover the proceeds of the policies under theories of unjust enrichment and constructive trust. In some of the suits, the plaintiffs assert other causes of action, and seek punitive damages. In January 2004, the parties to the first-filed Texas lawsuit signed a settlement agreement, which received final approval from the court on October 28, 2004. The settlement will include all Texas COLI claimants who do not opt out of the settlement class. The amount to be paid by Wal-Mart under the settlement will not have a material impact on the Company’s financial condition or results of operations. In the Oklahoma litigation, the court has deferred ruling on plaintiffs’ request to add 11 additional states to the litigation, pending a ruling on the Company’s motion for summary judgment.

The Company is a defendant in Mauldin v. Wal-Mart Stores, Inc., a class-action lawsuit that was filed on October 16, 2001, in the United States District Court for the Northern District of Georgia, Atlanta Division. The class was certified on August 23, 2002. On September 30, 2003, the court denied the Company’s motion to reconsider that ruling. The class is composed of female Wal-Mart Associates who were participants in the Associates Health and Welfare Plan at any time from March 8, 2001, to the present and who were using prescription contraceptives. The class seeks amendment of the Plan to include coverage for prescription contraceptives, back pay for all members in the form of reimbursement of the cost of prescription contraceptives, pre-judgment interest, and attorneys’ fees. The complaint alleges that the Company’s Health Plan violates Title VII’s prohibition against gender discrimination in that the Health Plan’s Reproductive Systems provision does not provide coverage for prescription contraceptives.

The Company is a defendant in a lawsuit that was filed on August 24, 2001, in the United States District Court for the Eastern District of Kentucky. EEOC (Janice Smith) v. Wal-Mart Stores, Inc. is an action brought by the EEOC on behalf of Janice Smith and all other females who made application or transfer requests at the London, Kentucky, Distribution Center from 1995 to the present, and who were not hired or transferred into the warehouse positions for which they applied. The class seeks back pay for those females not selected for hire or transfer during the relevant time period. The class also seeks injunctive and prospective affirmative relief. The complaint alleges that the Company based hiring decisions on gender in violation of Title VII of the 1964 Civil Rights Act as amended. The EEOC can maintain this action as a class without certification.

NOTE 10. Discontinued Operation

On May 23, 2003, the Company completed the sale of McLane Company, Inc. (“McLane”) for $1.5 billion in cash. In accordance with the provisions related to discontinued operations specified within Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the accompanying consolidated financial statements and notes reflect the operations of McLane as a discontinued operation.

Following is summarized financial information for McLane operations (in millions):

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion relates to Wal-Mart Stores, Inc. and its consolidated subsidiaries (the “Company”) and should be read in conjunction with our financial statements as of January 31, 2004, and the year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the year ended January 31, 2004.

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. The discussion also provides information about the financial results of the various segments of our business to provide a better understanding of how those segments and their results affect the financial condition and results of operations of the Company as a whole.

Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations, we discuss segment operating income and comparative store sales. Segment operating income refers to income from continuing operations before net interest expense, income taxes and minority interest. Segment operating income does not include unallocated corporate overhead. Comparative store sales is a measure which indicates the performance of our existing stores by measuring the growth in sales for such stores for a particular period over the corresponding period in the prior year. We consider comparative store sales to be sales at stores that were open as of February 1st of the prior fiscal year and have not been expanded or relocated since that date. Stores that were expanded or relocated during that period are not included in the calculation. Comparative store sales is also referred to as “same-store” sales by others within the retail industry. The method of calculating comparative store sales varies across the retail industry. As a result, our calculation of comparative store sales is not necessarily comparable to similarly titled measures reported by other companies.

On May 2, 2003, we announced that we had entered into an agreement to sell McLane Company, Inc. (“McLane”), one of our wholly-owned subsidiaries, for $1.5 billion. On May 23, 2003, the transaction was completed. As a result of this sale, we have classified McLane as a discontinued operation in the financial statements and these discussions and comparisons of the current and prior fiscal year periods ended October 31.

Key Items in the Third Quarter of Fiscal 2005

Significant financial items related to the third quarter of fiscal 2005 include:

Results of Operations

Our consolidated and segment results of operations are discussed below. The overall Company’s results should be considered in conjunction with the discussion of our individual segments’ results of operations.

Quarter ended October 31, 2004

The Company and each of its operating segments had net sales for the quarters ended October 31, 2004 and 2003 as follows (in millions):

The increase in our net sales resulted from our expansion programs and a comparative store sales increase of 1.7% in the United States for the quarter ended October 31, 2004.

The increase in the International segment’s net sales as a percentage of total net sales and the corresponding decrease in the other segments are largely due to the faster pace of sales growth in the International segment and the favorable impact of foreign exchange on the International segment’s net sales in the third quarter of fiscal 2005 which amounted to $714 million. The decrease in the SAM’S CLUB segment’s net sales as a percentage of total net sales also resulted from the more rapid development of new stores in the Wal-Mart Stores segment than in the SAM’S CLUB segment.

Our total gross profit as a percentage of net sales (our “gross margin”) increased from 22.7% in the third quarter of fiscal 2004 to 23.3% during the third quarter of fiscal 2005. Because the Wal-Mart Stores and International segment sales yield higher gross margins than does the SAM’S CLUB segment, the greater increase in net sales for the Wal-Mart Stores and International segments had a favorable impact on the Company’s total gross margin.

Operating, selling, general and administrative expenses (“operating expenses”) as a percentage of net sales were 18.8% for the third quarter of fiscal 2005, up from 18.2% in the corresponding period in fiscal 2004. This increase was primarily due to a faster rate of growth in operating expenses in our Wal-Mart Stores and International segments, which have higher operating expenses as a percentage of segment net sales than our SAM’S CLUB segment. Operating expenses in the third quarter of fiscal 2005 were impacted by the Wal-Mart Stores and SAM’S CLUB segments’ implementation of a new job classification and pay structure for all hourly field Associates in the United States. The job classification and pay structure, which was implemented in the second quarter of fiscal 2005, is designed to help maintain internal equity and external competitiveness.

Interest, net, as a percentage of net sales increased slightly in the third quarter of fiscal 2005 when compared with the third quarter of fiscal 2004. Interest on debt increased from the third quarter of fiscal 2004 due to higher borrowing levels and higher interest rates during fiscal 2005.

In the third quarter of fiscal 2005, we earned net income of $2.3 billion, a 12.7% increase over the third quarter of fiscal 2004. Our effective income tax rates for the third quarter of fiscal 2005 and 2004 were 34.1% and 35.0%, respectively. The reduction in our effective tax rate is primarily due to the passage of the Working Families Tax-Relief Act of 2004 in October 2004 which retroactively extended the work opportunity tax credit for fiscal 2004. As a result of this retroactive extension, the effective income tax rate for the third quarter of fiscal 2005 reflects a cumulative adjustment to arrive at a 34.7% effective income tax rate for the nine months ended October 31, 2004.

Nine months ended October 31, 2004

The Company and each of its operating segments had net sales for the nine months ended October 31, 2004 and 2003 as follows (in millions):

The increase in our net sales resulted from our expansion programs and a comparative store sales increase of 4.1% in the United States for the nine months ended October 31, 2004.

During the nine months ended October 31, 2004, foreign exchange had a $2.2 billion favorable impact on the International segment’s net sales which increased that segment’s net sales as a percentage of total net sales. The impact of foreign exchange on the International segment also caused a corresponding decrease in the Wal-Mart Stores and SAM’S CLUB segment net sales as a percentage of total net sales. Additionally, the decrease in the SAM’S CLUB segment’s net sales as a percentage of total net sales resulted from the more rapid development of new stores in the International segment and the Wal-Mart Stores segment than the SAM’S CLUB segment.

Gross margin increased from 22.7% in the nine months ended October 31, 2003 to 23.1% in the nine months ended October 31, 2004. Because the Wal-Mart segment and International segment sales yield higher gross margins than does the SAM’S CLUB segment, the greater increases in net sales for the Wal-Mart Stores and International segments had a favorable impact on the Company’s total gross margin.

Operating expenses as a percentage of net sales were 18.4% for the nine months ended October 31, 2004, up from 18.0% in the corresponding period in fiscal 2004. This increase was primarily due to faster growth in operating expenses at our Wal-Mart Stores segment relative to our other segments.

Interest, net, as a percentage of net sales remained relatively unchanged in the nine months ended October 31, 2004, when compared with the same period in fiscal 2004. Interest on debt in the first nine months of fiscal 2005 increased from the same period in fiscal 2004 because of higher borrowing levels and higher interest rates during fiscal 2005.

In the nine months ended October 31, 2004, we earned income from continuing operations of $7.1 billion, a 15.7% increase over the corresponding period in fiscal 2004. Net income for the first nine months of fiscal 2005 increased 12.2% over the first nine months of fiscal 2004 largely as a result of the increase in income from continuing operations described above, net of the $193 million decrease in net income from McLane, which was disposed in the first half of fiscal 2004 and accounted for as a discontinued operation in that period. Our effective income tax rates for the nine months ended October 31, 2004 and 2003 were 34.7% and 35.0%, respectively.

Wal-Mart Stores Segment

Quarter ended October 31, 2004

The third quarter fiscal 2005 net sales increase for the Wal-Mart Stores segment resulted from our continued expansion activities within the segment and sales increases in comparable stores. Expansion since October 31, 2003 has consisted of the opening of 38 Discount Stores (including the expansion or relocation of 1 existing Discount Store, net of closures), 16 Neighborhood Markets and 90 Supercenters. Additionally, 151 Supercenters have been expanded, relocated or converted from existing Discount Stores since October 31, 2003. The comparative store sales increase for the segment was 1.3% for the third quarter of fiscal 2005. The increase in comparative store sales is primarily due to increased sales in food categories over the third quarter of fiscal 2004 predominantly offset by weaker sales in certain general merchandise categories.

Segment operating income as a percentage of segment net sales decreased slightly, due to an increase in operating expenses as a percentage of segment net sales. Operating expenses as a percentage of segment net sales increased 0.7%, primarily as a result of higher wage and accident costs. Wages were impacted by the rollout of the new job classification and pay structure program discussed previously. Accident costs rose due to increases in customer claims, costs associated with lost-time Associate claims, and healthcare costs. An increase in gross margin partially offset the increase in operating expenses. The increase in gross margin resulted from continued reductions in merchandise costs from supply chain efficiencies, a decrease in shrinkage and markdowns during the third quarter of fiscal 2005 compared to the third quarter of fiscal 2004 and a shift in mix among categories.

Nine months ended October 31, 2004

The sales increase for the nine months ended October 31, 2004 for the Wal-Mart Stores segment resulted from our continued expansion activities within the segment and a 3.4% comparative store sales increase. The increase in comparative store sales is largely due to increased sales in food categories, partially offset by weaker sales in certain general merchandise categories. Additionally, the impact of leap year on the first nine months of fiscal 2005 added an additional day of sales when compared to the first nine months of fiscal 2004.

Segment operating income as a percentage of segment net sales remained unchanged, despite an increase in operating expenses as a percentage of segment net sales. Operating expenses as a percentage of segment net sales increased 0.4% primarily as a result of higher wage and accident costs. An increase in gross margin offset the increase in operating expenses. The increase in gross margin resulted from continued reductions in merchandise costs from supply chain efficiencies, a decrease in shrinkage and markdowns during the first nine months of fiscal 2005 compared to the first nine months of fiscal 2004 and a shift in mix among categories.

SAM’S CLUB Segment

Quarter ended October 31, 2004

The SAM’S CLUB segment’s net sales increase for the third quarter of fiscal 2005 resulted from the growth in comparative Club sales and the segment’s continued expansion activities since October 31, 2003, which have resulted in the opening of 17 new Clubs and the relocation or expansion of 17 existing Clubs. The SAM’S CLUB third quarter comparative sales increase of 4.0% was due to our continued focus on the business member, resulting in strong sales in key business categories.

The increase in the segment’s operating income as a percentage of segment net sales for the third quarter of fiscal 2005 resulted primarily from an increase in gross margin. The increase in gross margin is primarily a result of strong sales increases in higher margin categories. The gross margin improvement was partially offset by an increase in operating expenses as a percentage of segment net sales due to higher wage costs. Wages were impacted by the rollout of the new job classification and pay structure program discussed previously.

Nine months ended October 31, 2004

The SAM’S CLUB segment’s net sales increase for the first nine months of fiscal 2005 resulted from sales increases in comparable Clubs and the segment’s continued expansion activities since October 31, 2003. The SAM’S CLUB comparative sales increase was 7.2% for the first nine months of fiscal 2005. Comparative Club sales grew in the first nine months of fiscal 2005 due to our continued focus on the business member, resulting in strong sales in key business categories.

The increase in the segment’s operating income as a percentage of segment net sales for the first nine months of fiscal 2005 was positively impacted by the adoption of EITF 02-16, “Accounting by a Reseller for Cash Consideration Received from a Vendor,” during the first nine months of fiscal 2004. The adoption of EITF 02-16 in fiscal 2004 resulted in a decrease to the SAM’S CLUB segment operating income in the first nine months of fiscal 2004 of $43 million. Additionally, operating income was favorably impacted in the first nine months of fiscal 2005 by gross margin improvement due to stronger sales in higher margin categories.

International Segment

Quarter ended October 31, 2004

International segment net sales for the third quarter of fiscal 2005, when compared to net sales in the same period in fiscal 2004, increased as a result of improved operating results, continued expansion activities within the segment and favorable exchange rate movements (primarily in the British Pound and Canadian Dollar). Expansion in the International segment since October 31, 2003 has consisted of the opening of 93 new units (including the relocation or expansion of 12 units, net of closures). Additionally, the acquisition of Bompreço S.A. Supermercados do Nordeste (“Bompreço”) during the first quarter of fiscal 2005 resulted in the addition of 118 hypermarkets, supermarkets and mini-markets in northern Brazil. Changes in foreign currency rates had a favorable impact of $714 million on segment net sales during the third quarter of fiscal 2005.

The International segment’s operating income increased from the third quarter of fiscal 2004 to the third quarter of fiscal 2005 primarily as a result of the impact of greater sales increases in markets with higher operating income as a percentage of net sales. Additionally, the third quarter of fiscal 2005 includes a $38 million favorable impact from changes in foreign currency rates.

Nine months ended October 31, 2004

The International segment net sales for the nine months ended October 31, 2004, when compared to net sales in the same period in fiscal 2004, increased as a result of improved operating results, continued expansion activities within the segment, the acquisition of Bompreço and favorable exchange rate movements (primarily in the British Pound and Canadian Dollar). Changes in foreign currency rates had a favorable impact of $2.2 billion on net sales during the nine months ended October 31, 2004.

The International segment’s operating income for the first nine months of fiscal 2005 increased from fiscal 2004 primarily as a result of the impact of greater sales increases in markets with higher operating income as a percentage of net sales and the effects of the adoption of EITF 02-16 in fiscal 2004. The adoption of EITF 02-16 in fiscal 2004 resulted in a decrease of $84 million to International segment operating income for the first nine months of last year. Operating income for the International segment for the nine months ended October 31, 2004, includes a $95 million favorable impact from changes in foreign currency rates.

Liquidity and Capital Resources

Overview

Cash flows provided by operating activities of continuing operations provide us with a significant source of liquidity. Cash flows provided by operating activities of continuing operations in the first nine months of fiscal 2005 were $7.4 billion, compared with $7.8 billion for the comparable period in fiscal 2004. The decrease in cash flows provided by operating activities of continuing operations is primarily attributable to differences in the timing of payroll, income and other taxes and supplier payments as well as the timing of the collection of receivables in fiscal 2005 compared with fiscal 2004.

During the first nine months of fiscal 2005, we paid dividends of $1.7 billion, issued long-term debt totaling $4.8 billion, issued $4.3 billion of commercial paper (net of commercial paper repaid in that period), repurchased 77 million outstanding shares of our common stock for approximately $4.4 billion and repaid approximately $2.1 billion of notes.

We made $9.3 billion in capital expenditures during the first nine months of fiscal 2005. Total fiscal 2005 capital expenditures are expected to be approximately $12 billion. Capital expenditures for fiscal 2006 are expected to be approximately $14 billion. These fiscal 2006 expenditures will be for the construction of 40 to 45 new Discount Stores, 240 to 250 new Supercenters (with relocations or expansions accounting for approximately 160 of those Supercenters), 25 to 30 new Neighborhood Markets, 30 to 40 new SAM’S CLUBs and 155 to 165 new units in our International segment (with relocations or expansions accounting for approximately 30 of these units).

Working Capital

Current liabilities exceeded current assets at October 31, 2004 by $6.0 billion, an increase of $3.0 billion from January 31, 2004. The ratio of our current assets to our current liabilities was 0.9 to 1.0 at October 31, 2004, January 31, 2004 and October 31, 2003. Decreases in cash and cash equivalents and accrued income taxes and increases in commercial paper and dividends payable offset to leave the ratio relatively unchanged from January 31, 2004 to October 31, 2004. The increase in dividends payable resulted from an annual dividend being declared in the first quarter of fiscal 2005, as opposed to dividends being declared quarterly in previous years.

Company Share Repurchase Program and Common Stock Dividends

During the nine months ended October 31, 2004, we repurchased $4.4 billion of shares under our share repurchase programs. During January 2004, our Board of Directors authorized a $7.0 billion share repurchase program. We repurchased $4.6 billion of shares under this repurchase program, $559 million of which were purchased prior to fiscal 2005. In September 2004, our Board of Directors approved a new $10.0 billion share repurchase program, separate from and replacing the previous $7.0 billion program. The increased authorization contemplates possible repurchases of our shares that may become available for purchase as a result of the S&P Index Float Adjustment scheduled to be implemented in March and September of 2005. Through October 31, 2004, we have repurchased $187 million of shares under the $10.0 billion share repurchase program. Under our share repurchase programs, repurchased shares are constructively retired and returned to unissued status. We consider several factors in determining when to make share repurchases, including among other things, our current cash needs, our cost of borrowing, and the market price of the stock. There is no expiration date governing the period over which we can make our share repurchases. At October 31, 2004, approximately $9.8 billion of additional shares may be repurchased under the current authorization.

In March 2004, we announced that we had increased the annual dividend on our common stock by 44% to $0.52 per share. This annual dividend was declared in entirety in March 2004 and is payable in equal quarterly per share payments over the course of fiscal year 2005. Historically, the Company’s Board of Directors has declared the Company’s dividends quarterly. We have increased our dividend every year since our first declared dividend in March 1974.

Capital Resources

In the first quarter of fiscal 2005, we sold notes totaling $2.0 billion. These notes bear interest of 4.125% and mature in February 2011. The proceeds from the sale of these notes were used for general corporate purposes.

During the third quarter of fiscal 2005, we sold $1.8 billion (£1.0 billion) of 5.250% notes due September 2035 and $1.0 billion of floating rate notes due March 2006. The floating rate notes accrue interest at the three month LIBOR rate less 0.140%. Proceeds from the issuance of the 5.250% notes due 2035 were converted to US Dollars. The proceeds from the sale of the notes in the third quarter of fiscal 2005 were used to repay commercial paper and for other general corporate purposes.

Following these debt issuances, we may issue an additional $2.8 billion of debt in the public markets under a shelf registration statement previously filed with the United States Securities and Exchange Commission.

If our operating cash flows are not sufficient to pay the increased dividend and to fund our capital expenditures, we anticipate funding any shortfall in these expenditures with a combination of commercial paper and long-term debt. We plan to refinance existing long-term debt as it matures and may desire to obtain additional long-term financing for other corporate purposes. We anticipate no difficulty in obtaining long-term financing in view of our credit rating and favorable experiences in the debt market in the recent past. Our objective is to maintain a debt to total capitalization ratio averaging 40%. At October 31, 2004, October 31, 2003 and January 31, 2004, the ratio of our debt to our total capitalization was 43%, 40% and 38%, respectively. The increase in the debt to total capitalization ratio is largely due to the impact of our share repurchase program.

Forward-looking Information

This Quarterly Report contains statements that Wal-Mart believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act. These forward-looking statements include statements under the caption “Liquidity and Capital Resources” in Management’s Discussion and Analysis of Financial Condition and Results of Operations above with respect to our capital expenditures, our ability to fund certain cash flow shortfalls by the sale of commercial paper and long-term debt securities and our ability to sell our long-term securities. These statements are identified by the use of the words “anticipate,” “expect” and “plan,” and other, similar words. These forward-looking statements are subject to risks, uncertainties and other factors, such as, our results of operations and capital market conditions, including interest rate fluctuations and other risks. We discuss certain of these matters more fully in other of our filings with the SEC, including our Annual Report on Form 10-K for our fiscal year 2004, which was filed with the SEC on April 9, 2004. This Quarterly Report should be read in conjunction with that Annual Report on Form 10-K, and all our other filings, including Current Reports on Form 8-K, made with the SEC through the date of this report. We urge you to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements contained in this Quarterly Report. As a result of these matters, including changes in facts or other factors, the actual circumstances relating to the subject matter of any forward-looking statement in this Quarterly Report may differ materially from the anticipated results expressed or implied in that forward-looking statement. The forward-looking statements included in this Quarterly Report are made only as of the date of this report and we undertake no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risk

Market risks relating to our operations result primarily from changes in interest rates and changes in currency exchange rates. During the second quarter of fiscal 2005, we entered into interest rate swap agreements to exchange a fixed rate of interest for a floating rate of interest on $1.5 billion notional principal. These swap agreements mature in May 2013. Our market risks at October 31, 2004, are similar to those disclosed in our Form 10-K for the year ended January 31, 2004.

The information concerning market risk under the sub-caption “Market Risk” of the caption “Management’s Discussion and Analysis of Results of Operations and Financial Condition” on pages 26 through 30 of the Annual Report to Shareholders for the year ended January 31, 2004, that is an exhibit to our Annual Report on Form 10-K for the year ended January 31, 2004, is hereby incorporated by reference into this Quarterly Report on Form 10-Q.

Item 4. Controls and Procedures

We maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (our “Disclosure Controls”) was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

There has been no change in our internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

I. SUPPLEMENTAL INFORMATION: We discuss certain legal proceedings pending against us in Part I of this Quarterly Report on Form 10-Q under the caption “Item 1. Financial Statements,” in Note 8 to our financial statements, which is captioned “Contingencies,” and refer you to that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought. We provide the following additional information concerning those legal proceedings which sets forth the name of the lawsuit, the court in which the lawsuit is pending and the date on which the petition commencing the lawsuit was filed. In each lawsuit’s name, the letters “WM” refer to Wal-Mart Stores, Inc.

Wage and Hour “Off the Clock” Class Actions: Adcox v. WM, US Dist. Ct. (“USDC”), Southern Dist. of TX, 11/9/04; Armijo v. WM, 1^st Judicial Dist. Ct., Rio Arriba County, NM, 9/18/00; Bailey v. WM, Marion County Superior Ct. IN, 8/17/00; Barnett v. WM, Superior Ct. of WA, King County, 9/10/01; Basco v. WM, USDC, Eastern Dist. of LA, 9/5/00; Braun v. WM, 1^st Judicial Dist. Ct. Dakota County MN, 9/12/01; Braun v. WM, Ct. of Common Pleas, Philadelphia County, PA, 3/20/02; Brown v. WM, 14^th Judicial Circuit Ct., Rock Island, IL, 6/20/01; Carr v. WM, Superior Ct. of Fulton County, GA, 8/14/01; Culver v. WM, USDC, Dist. of CO, 12/10/1996; Carter v. WM, Ct. of Common Pleas, Colleton County, SC, 7/31/02; Gamble v. WM, Supreme Ct. of the State of NY, County of Albany, 12/7/01; Gross v. WM, Circuit Ct., Laurel County, KY, 9/29/04; Hale v. WM, Circuit Ct., Jackson County, MO, 8/15/01; Hall v. WM, 8^th Judicial Dist. Ct., Clark County, NV, 9/9/99; Harrison v. WM, Superior Ct. of Forsyth County, NC, 11/29/00; Holcomb v. WM, State Ct. of Chatham County, GA, 3/28/00; Hummel v. WM, Common Pleas Ct. of Philadelphia County, PA, 8/30/04; Iliadis v. WM, Superior Ct. of NJ, Middlesex County, 5/30/02; Kuhlmann (In Re: Wal-Mart Employee Litigation) v. WM, Circuit Ct., Milwaukee County, WI, 8/30/01; Lerma v. WM, Dist. Ct., Cleveland County, OK, 8/31/01; Lopez v. WM, 23^rd Judicial Dist. Ct. of Brazoria County, TX, 6/23/00; Mendoza v. WM, Superior Ct. of CA, Ventura County, 3/2/04; Michell v. WM, USDC, Eastern Dist. of TX, Marshall Div., 9/13/02; Montgomery v. WM, USDC, Southern Dist. of MS, 12/30/02; Mussman v. WM, IA Dist. Ct., Clinton County, 6/5/01; Nagy v. WM, Circuit Ct. of Boyd County, KY, 8/29/01; Osuna v. WM, Superior Ct. of AZ, Pima County, 11/30/01; Pickett v. WM, Circuit Court, Shelby County, TN, 10/22/03; Pittman v. WM, Circuit Ct. for Prince George’s County, MD, 7/31/02; Robinson v. WM, Circuit Ct., Holmes County, MS, 12/30/02; Sago v. WM, Circuit Ct., Holmes County, MS, 12/31/02; Romero v. WM, Superior Ct. of CA, Monterey County, 03/25/04; Salvas v. WM, Superior Ct., Middlesex County, MA, 8/21/01; Sarda v. WM, Circuit Ct., Washington County, FL, 9/21/01; Savaglio v. WM, Superior Ct. of CA, Alameda County, 2/6/01; Scott v. WM, Circuit Ct. of Saginaw County, MI, 9/26/01; Smith v. WM, Circuit Ct., Holmes County, MS, 12/31/02; Thiebes v. WM, USDC, Dist. of OR, 6/30/98; Willey v. WM, Dist. Ct. of Wyandotte County, KS, 9/21/01; Williams v. WM, Superior Ct. of CA, Alameda County, 3/23/04; Wilson v. WM, Common Pleas Ct. of Butler County, OH, 10/27/03; Winters v. WM, Circuit Ct., Holmes County, MS, 5/28/02.

California Labor Code Cases: Cruz v. WM, Superior Ct. of CA, Los Angeles County, 10/24/03; Fries v. SAM’S and WM, Superior Ct. of CA, Los Angeles County, 06/28/04.

Exempt Status Cases: Ramsey v. WM, USDC, Western Dist. of MI, Northern Div., 12/23/02; Comer v. WM, Western Dist. of MI, Northern Div., 2/27/04; Highland v. WM, USDC, Dist. of NM, 06/24/04; Sepulveda v. WM, Superior Ct. of CA, Los Angeles County, CA, 1/14/04.

Dukes v. WM: Dukes v. WM, USDC, Northern Dist. of CA, San Francisco Div., 6/19/01.

COLI Litigation: Mayo v. Hartford Life Ins. Co., USDC, Southern Dist. of TX, Houston Div., 6/28/01; Waller v. AIG Life Ins. Co., USDC, Northern Dist. of TX, Fort Worth Div., 7/3/01; Miller v. WM, USDC, Southern Dist. of TX, Houston Div., 10/22/02; Lewis v. WM, USDC, Northern Dist. of OK, 12/18/02.

Mauldin v. WM: Mauldin v. WM, USDC, Northern Dist. of GA, Atlanta Div., 10/16/01.

EEOC (Smith) v. WM: EEOC (Smith) v. WM, USDC, Eastern Dist. of KY, London Div., 8/31/01.

II. ENVIRONMENTAL MATTERS: Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters. The following matters are disclosed in accordance with that requirement:

During fiscal 2001, the State of Connecticut filed suit against the Company in the Superior Court for the Judicial District of Hartford alleging various violations of state environmental laws and alleging that the Company failed to obtain the appropriate permits or failed to maintain required records relating to storm water management practices at 12 stores. In December 2003, the State filed an amended complaint alleging that the Company also had discharged wastewater associated with vehicle maintenance activities and photo processing activities without proper permits. The suit seeks to ensure the Company’s compliance with the general permits applicable to those activities.

The United States Environmental Protection Agency (“EPA”) and the states of Tennessee and Utah have alleged that the Company and some of its construction contractors have violated the EPA’s stormwater regulations at specified sites around the country. On July 31, 2003, the Company served the EPA with a Notice of Dispute as required by a national consent decree entered into between the Company and the EPA in August 2001. Serving the Notice of Dispute initiated an informal dispute resolution process in accordance with the terms of the consent decree. The Company has settled these allegations without admitting any wrongdoing or violations of the regulations by agreeing to pay a $3.1 million civil penalty and entering into a new consent decree. The parties are awaiting entry by the court of the final Consent Decree.

In August 2003, the Company was served with a grand jury subpoena in connection with an investigation by the Office of District Attorney of Harris County, Texas, seeking information related to the waste disposal activities of one of the Company’s photo processing labs. The Company is cooperating with the investigation.

In the Spring of 2003, an investigation was initiated by the Florida Department of Environmental Protection (“FDEP”) in connection with the Company’s alleged failure to comply with certain rules and regulations governing the ownership and operation of above-ground storage tank systems as set forth in Chapter 62-761, Florida Administrative Code. The Company has settled these allegations without admitting any wrongdoing or violations of the regulations by agreeing to pay a $750,000 civil penalty plus $15,000 for the FDEP’s costs in this matter, and entering into a consent order.

III. IMMIGRATION MATTER: On or about October 30, 2003, Wal-Mart was formally advised by the United States Attorney for the Middle District of Pennsylvania that it was the “target” of a federal grand jury investigation. The notice from the government did not identify the nature of the allegations against Wal-Mart, but rather generally indicated that Wal-Mart was the target of a grand jury investigation assessing potential violations of Federal law including conspiracy, aiding and abetting, transporting illegal aliens, and encouraging illegal aliens to reside in the United States, all for the purpose of commercial advantage or private financial gain, and aiding and abetting the unlawful employment of illegal aliens. Based on subsequent discussions with the government, Wal-Mart has learned the grand jury investigation relates to its relationship with certain third-party contractors providing floor cleaning services to certain Wal-Mart stores, and those contractors’ alleged employment of individuals who may be in the United States illegally. Recently, Wal-Mart has entered into discussions with the U.S. Attorney in an effort to resolve the government’s investigation on a civil basis. The Company does not believe any amounts paid to resolve the matter will have any material effect on the financial condition or results of operations of the Company.

On or about November 10, 2003, a civil action was filed against the Company in the United States District Court for the District of New Jersey, captioned Zavala, et al. v. Wal-Mart Corporation, et al., Case No. 03-CV-5309. This complaint asserts claims under the Fair Labor Standards Act, the Racketeer Influenced Corrupt Organizations Act, and various statutory causes of action and common law torts arising from the Company’s relationship with certain third-party contractors responsible for providing floor cleaning services in its stores. Any potential liability on the part of the Company cannot be determined at this time.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In January 2004, our Board of Directors authorized a $7.0 billion share repurchase program. In September 2004, our Board of Directors approved a new $10.0 billion share repurchase program, separate from and replacing the previous $7.0 billion program. Shares purchased under our share repurchase programs are constructively retired and returned to unissued status. There is no expiration date for or other restriction limiting the period over which we can make our share repurchases under the program, which will expire if and when we have repurchased an aggregate of $10.0 billion of shares pursuant to the program.

The following table sets forth information on the Company’s common stock repurchase program activity based on trade date for the quarter ended October 31, 2004 (amounts in thousands, except per share amounts):

Item 6. Exhibits

SIGNATURES

Pursuant to the requirements 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.

Index to Exhibits