Wal-Mart Stores, Inc. Annual Report - Page 15 Fiscal 1998 End of Year Store Counts Discount Sam's Stores Supercenters Club Alabama 50 27 8 Alaska 3 0 3 Arizona 34 0 7 Arkansas 50 27 4 California 100 0 24 Colorado 31 5 10 Connecticut 14 0 3 Delaware 2 1 1 Florida 102 33 31 Georgia 62 25 16 Hawaii 5 0 1 Idaho 9 0 1 Illinois 95 11 24 Indiana 60 15 14 Iowa 43 2 7 Kansas 40 8 5 Kentucky 45 23 5 Louisiana 56 19 9 Maine 19 0 3 Maryland 22 1 10 Massachusetts 27 0 3 Michigan 45 0 21 Minnesota 34 0 9 Mississippi 42 14 4 Missouri 79 30 12 Montana 9 0 1 Nebraska 13 5 3 Nevada 13 0 2 New Hampshire 17 0 4 New Jersey 16 0 6 New Mexico 16 3 3 New York 51 5 18 North Carolina 78 8 14 North Dakota 8 0 2 Ohio 77 4 23 Oklahoma 57 21 6 Oregon 23 0 0 Pennsylvania 49 12 18 Rhode Island 6 0 1 South Carolina 41 12 9 South Dakota 8 0 2 Tennessee 57 30 11 Texas 169 72 52 Utah 14 0 5 Vermont 3 0 0 Virginia 31 21 10 Washington 20 0 2 West Virginia 12 6 3 Wisconsin 55 1 11 Wyoming 9 0 2 U.S. TOTAL 1,921 441 443 Alberta 16 0 0 British Columbia 12 0 0 Manitoba 9 0 0 New Brunswick 4 0 0 Newfoundland 7 0 0 Nova Scotia 7 0 0 NW Territories 1 0 0 Ontario 52 0 0 Quebec 28 0 0 Saskatchewan 8 0 0 CANADA TOTAL 144 0 0 Argentina 0 6 3 Brazil 0 5 3 Mexico 347* 27 28 Puerto Rico 9 0 5 China 0 2 1 Germany 0 21 0 INT'L. TOTAL 500 61 40 GRAND TOTAL 2,421 502 483 [FN] *Includes 36 Superamas, 62 Bodegas, 33 Aurreras, 178 Vips and 38 Suburbias Wal-Mart Stores, Inc. Annual Report - Pages 20 and 21 11-YEAR FINANCIAL SUMMARY (Dollar amounts in millions except per share data) 1998 1997 1996 1995 1994 Net sales $117,958 $104,859 $ 93,627 $ 82,494 $ 67,344 Net sales increase 12% 12% 13% 22% 21% Comparative store sales increase 6% 5% 4% 7% 6% Other income-net 1,341 1,319 1,146 914 645 Cost of sales 93,438 83,510 74,505 65,586 53,444 Operating, selling and general and administrative expenses 19,358 16,946 15,021 12,858 10,333 Interest costs: Debt 555 629 692 520 331 Capital leases 229 216 196 186 186 Provision for income taxes 2,115 1,794 1,606 1,581 1,358 Minority interest and equity in unconsolidated subsidiaries (78) (27) (13) 4 (4) Net income 3,526 3,056 2,740 2,681 2,333 Per share of common stock: Net income - Basic and Dilutive $1.56 1.33 1.19 1.17 1.02 Dividends 0.27 0.21 .20 .17 .13 Financial Position Current assets $ 19,352 $ 17,993 $ 17,331 $ 15,338 $ 12,114 Inventories at replacement cost 16,845 16,193 16,300 14,415 11,483 Less LIFO reserve 348 296 311 351 469 Inventories at LIFO cost 16,497 15,897 15,989 14,064 11,014 Net property, plant and equipment and capital leases 23,606 20,324 18,894 15,874 13,176 Total assets 45,384 39,604 37,541 32,819 26,441 Current liabilities 14,460 10,957 11,454 9,973 7,406 Long-term debt 7,191 7,709 8,508 7,871 6,156 Long-term obligations under capital leases 2,483 2,307 2,092 1,838 1,804 Shareholders' equity 18,503 17,143 14,756 12,726 10,753 Financial Ratios Current ratio 1.3 1.6 1.5 1.5 1.6 Inventories/working capital 3.4 2.3 2.7 2.6 2.3 Return on assets* 8.5% 7.9% 7.8% 9.0% 9.9% Return on shareholders' equity** 19.8% 19.2% 19.9% 22.8% 23.9% Other Year-End Data Number of domestic Wal-Mart stores 1,921 1,960 1,995 1,985 1,950 Number of domestic Supercenters 441 344 239 147 72 Number of domestic SAM'S Club units 443 436 433 426 417 International units 601 314 276 226 24 Number of associates 825,000 728,000 675,000 622,000 528,000 Number of shareholders 245,884 257,215 244,483 259,286 257,946 [FN] <F1> * Net income before minority interest and equity in unconsolidated subsidiaries/average assets <F2> ** Net income/average shareholders' equity 11-YEAR FINANCIAL SUMMARY (Dollar amounts in millions except per share data) 1993 1992 1991 1990 1989 1988 <C. Net sales $ 55,484 $ 43,887 $ 32,602 $ 25,811 $ 20,649 $ 15,959 Net sales increase 26% 35% 26% 25% 29% 34% Comparative store sales increase 11% 10% 10% 11% 12% 11% Other income-net 497 404 262 175 137 105 Cost of sales 44,175 34,786 25,500 20,070 16,057 12,282 Operating, selling and general and administrative expenses 8,321 6,684 5,152 4,070 3,268 2,599 Interest costs: Debt 143 113 43 20 36 25 Capital leases 180 153 126 118 99 89 Provision for income taxes 1,171 945 752 632 488 441 Minority interest and equity in unconsolidated subsidiaries 4 (1) Net income 1,995 1,609 1,291 1,076 838 628 Per share of common stock: Net income - Basic and Dilutive .87 .70 .57 .48 .37 .28 Dividends .11 .09 .07 .06 .04 .03 Financial Position Current assets $ 10,198 $ 8,575 $ 6,415 $ 4,713 $ 3,631 $ 2,905 Inventories at replacement cost 9,780 7,857 6,207 4,751 3,642 2,855 Less LIFO reserve 512 473 399 323 291 203 Inventories at LIFO cost 9,268 7,384 5,808 4,428 3,351 2,652 Net property, plant and equipment and capital leases 9,793 6,434 4,712 3,430 2,662 2,145 Total assets 20,565 15,443 11,389 8,198 6,360 5,132 Current liabilities 6,754 5,004 3,990 2,845 2,066 1,744 Long-term debt 3,073 1,722 740 185 184 186 Long-term obligations under capital leases 1,772 1,556 1,159 1,087 1,009 867 Shareholders' equity 8,759 6,990 5,366 3,966 3,008 2,257 Financial Ratios Current ratio 1.5 1.7 1.6 1.7 1.8 1.7 Inventories/working capital 2.7 2.1 2.4 2.4 2.1 2.3 Return on assets* 11.1% 12.0% 13.2% 14.8% 14.6% 13.7% Return on shareholders' equity** 25.3% 26.0% 27.7% 30.9% 31.8% 31.8% Other Year-End Data Number of domestic Wal-Mart stores 1,848 1,714 1,568 1,399 1,259 1,114 Number of domestic Supercenters 34 10 9 6 3 2 Number of domestic SAM'S Club units 256 208 148 123 105 84 International units 10 Number of associates 434,000 371,000 328,000 271,000 223,000 183,000 Number of shareholders 180,584 150,242 122,414 79,929 80,270 79,777 [FN] <F1> * Net income before minority interest and equity in unconsolidated subsidiaries/average assets <F2> ** Net income/average shareholders' equity Wal-Mart Stores, Inc. Annual Report - Page 22 MANAGEMENT'S DISCUSSION AND ANALYSIS Net Sales Sales (in millions) by operating segment for the three fiscal years ended January 31, are as follows: Total Fiscal Wal-Mart SAM'S Other Total Company Year Stores Club International (McLane) Company Increase 1998 $83,820 $20,668 $7,517 $5,953 $117,958 12% 1997 74,840 19,785 5,002 5,232 104,859 12% 1996 66,271 19,068 3,712 4,576 93,627 13% The Company sales growth of 12% in fiscal 1998, when compared to fiscal 1997, was attributable to our expansion program and comparative store sales increases of 6%. Expansion for fiscal 1998 included the opening of 37 Wal-Mart stores, 97 Supercenters (including the conversion of 75 Wal-Mart stores), eight SAM'S Club units and the opening or acquisition of 289 international units. International sales accounted for approximately 6.4% of total sales in fiscal 1998 compared with 4.8% in fiscal 1997. The growth in International is partially due to the acquisition of controlling interest in Cifra, S.A de C.V. during the third quarter. See Note 6 of Notes to Consolidated Financial Statements for additional information on our acquisitions. SAM'S Club sales, as a percentage of total sales, decreased from 18.9% in fiscal 1997 to 17.5% in fiscal 1998. The sales increase in fiscal 1997 when compared to fiscal 1996 was attributable to our expansion program and comparative store sales increases of 5%. Expansion for fiscal 1997 included the opening of 59 Wal-Mart stores, 105 Supercenters (including the conversion of 92 Wal-Mart stores), nine SAM'S Club units and 38 international units. The majority of the sales increase resulted from Wal-Mart stores and Supercenters while international sales grew to approximately 4.8% of the total sales in fiscal 1997 from 4.0% in fiscal 1996. SAM'S Club sales, as a percentage of total sales, decreased from 20.4% in fiscal 1996 to 18.9% in fiscal 1997. Costs and Expenses Cost of sales, as a percentage of sales, decreased .4% in fiscal 1998 when compared to fiscal 1997 and increased .1% in fiscal 1997, when compared with fiscal 1996. The decrease in fiscal 1998 resulted from improvements in the mix of merchandise sold and from better inventory management. Operating efficiencies and the strong emphasis placed on inventory management has reduced markdowns and shrinkage. Approximately .1% of the decrease in cost of sales was a result of the sales contribution of SAM'S Club. As its sales became a smaller percentage of total Company sales, the cost of sales is positively impacted since their gross margin contribution is lower than the stores. The increase in fiscal 1997 when compared to fiscal 1996 is due in part to one-time markdowns in the third quarter resulting from a strategic decision to reduce the merchandise assortment in selected categories. Cost of sales also increased approximately .3% due to a larger percentage of consolidated sales from departments within Wal-Mart stores which have lower markon percents, and to our continuing commitment of always providing low prices. These increases were offset by approximately .2% because SAM'S Club comprised a lower percentage of consolidated sales in 1997 at a lower contribution to gross margin than Wal-Mart stores. Operating, selling, general and administrative expenses increased .3%, as a percentage of sales, in fiscal 1998 when compared with fiscal 1997, and were flat in fiscal 1997 when compared to fiscal 1996. Approximately .2% of the increase in fiscal 1998 was due to increases in payroll and related benefit costs. Additionally, a contributing factor in the increase for the year is a charge of $50 million for closing the majority of the Bud's Discount City stores during the second quarter of fiscal 1998. This charge was reflected in operating income due to its immateriality to our results of operations and because we continue to operate eight Bud's Discount City stores. In fiscal 1997, operating, selling, general and administrative expenses increased approximately .1% due to a lower expense to sales percentage at SAM'S Club compared to Wal-Mart Stores. This increase was offset through expense control in all of the operating formats. Historically, computer software has been programmed to make assumptions about the century when given a date that only uses two digits to represent the year. Although these assumptions have been perfectly acceptable the past few decades, they are potential cause for concern for software used in the year 2000 and beyond. Specifically,this abbreviated date format makes it difficult for an application or computer user to distinguish between dates starting with 19xx and 20xx. The Company has initiated a project to address the year 2000 compliance issue for technology hardware, software and equipment. The assessment phase of our project is substantially complete. The majority of the compliance is expected to be performed by Company associates. Approximately 67% of the required conversions have occurred. We anticipate completing all remaining conversions during fiscal 1999. The total estimated cost of the conversion is $12 million, which is being expensed as incurred. The cost of the conversions and the completion dates are based on management's best estimates and may be u pdated as additional information becomes available. In addition, communications are ongoing with other companies with which our systems interface or rely on to determine the extent to which those companies are addressing their year 2000 compliance. Interest Costs Interest costs decreased in fiscal 1998 compared to fiscal 1997 due primarily to lower short-term borrowings. Enhanced operating cash flows and lower capital spending enabled the Company to meet cash requirements without short-term borrowings throughout most of fiscal 1998. Interest costs decreased in fiscal 1997 compared to fiscal 1996 due to lower average daily short-term borrowings and through retirement of maturing debt. See Note 2 of Notes to Consolidated Financial Statements for additional information on interest and debt. Wal-Mart Stores, Inc. Annual Report - Page 23 Market Risk Market risks relating to the Company's operations result primarily from changes in interest rates and changes in foreign exchange rates. We enter into interest rate swaps to minimize the risk and costs associated with our financial activities. The swap agreements are contracts to exchange fixed or variable rates for floating interest rate payments periodically over the life of the instruments. The following table provides information about our derivative financial instruments and other financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents principal cash flows and related weighted-aver age interest rates by expected maturity dates. For interest rate swaps, the table presents notional amounts and average interest rates by contractual maturity dates. For variable rate instruments, we have indicated the applicable floating rate index. Interest Rate Sensitivity Principal (Notional) Amount by Expected Maturity Average Interest (Swap) Rate Fair value (Amounts in millions) 1999 2000 2001 2002 2003 Thereafter Total 1/31/98 Liabilities Long-term debt Including current portion Fixed rate debt $1,039 $815 $2,018 $52 $559 $3,747 $8,230 $8,639 Average interest rate 7.1% 7.2% 7.2% 7.1% 6.9% 7.2% 7.2% Long-term obligation related to real estate investment trust Fixed rate obligation 36 39 43 46 50 382 596 560 Average interest rate 8.4% 8.4% 8.4% 8.4% 8.4% 8.4% 8.4% Interest Rate Derivative Financial Instruments Related to Debt Interest rate swaps Pay variable/receive fixed - 500 - - - - 500 - Average pay rate - 30-day commercial paper non-financial plus .134% Average receive rate - 5.7% - - - - 5.7% - Interest Rate Derivative Financial Instruments Related to Real Estate Investment Trust Obligation Interest rate swaps Pay variable/receive fixed 35 37 41 45 49 378 585 17 Average pay rate - 30-day commercial paper non-financial Average receive rate 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% Interest Rate Derivative Financial Instrument on Currency Swap German Deutschmarks Pay variable/receive variable - - - - 1,101 - 1,101 (1) Average Pay Rate - 3-month Deutschmark LIBOR minus .0676% Average receive rate - 30-day commercial paper non-financial Wal-Mart Stores, Inc. Annual Report - Page 24 The Company routinely enters into forward currency exchange contracts in the regular course of business to manage its exposure against foreign currency fluctuations on inventory purchases denominated in foreign currencies. These contracts are for short durations, generally less than six months. In addition, we have entered into a foreign currency swap to hedge our investment in Germany. Under the agreement, the Company will pay 1,960 million in German Deutschmarks in 2003 and will receive $1,101 million in United States Dollars. The following table provides information about the Company's derivative financial instruments, including foreign currency forward exchange agreements and currency swap agreements by functional currency and presents the information in U.S. dollar equivalents. For foreign currency forward exchange agreements, the table presents the notional amounts and average exchange rates by contractual maturity dates. Foreign Currency Exchange Rate Sensitivity Principal (Notional) Amount by Expected Maturity Fair value (Amounts in millions) 1999 2000 2001 2002 2003 Thereafter Total 1/31/98 Forward Contracts to Sell Foreign Currencies for US $ Canadian Dollars Notional amount 24 - - - - - 24 - Average contract rate 1.4 - - - - - 1.4 - German Deutschmarks Notional amount 2 - - - - - 2 - Average contract rate 1.8 - - - - - 1.8 - Forward Contracts to Sell Foreign Currencies for Hong Kong $ German Deutschmarks (DEM) Notional amount 1 - - - - - 1 - Average contract rate 0.2 - - - - - 0.2 - Average currency exchange rate (DEM to US$) 1.8 - - - - - 1.8 - Currency Swap Agreements Payment of German Deutschmarks Notional amount - - - - 1,101 - 1,101 30 Average contract rate - - - - 1.8 - 1.8 - International Operations A portion of our operations consists of sales activities in foreign jurisdictions. We operate wholly owned operations in Argentina, Canada, Germany and Puerto Rico, through joint ventures in China and through majority-owned subsidiaries in Brazil and Mexico. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we do business. We minimize the exposure to the risk of devaluation of foreign currencies by operating in local currencies and through buying forward contracts, where feasible, on known transactions. All foreign operations are measured in their local currencies with the exception of Brazil and Mexico, which operate in highly-inflationary economies and report operations using U.S. Dollars. Beginning in fiscal 1999, Brazil will no longer be considered a highly-inflationary economy and will begin reporting its operations in its local currency. In fiscal 1998, the foreign currency translation adjustment increased by $73 million to $473 million primarily due to the exchange rate in Canada. In fiscal 1997, the foreign currency translation adjustment decreased by $12 million to $400 million primarily due to a favorable exchange rate in Canada. The cumulative foreign currency translation adjustment of $412 million in fiscal 1996 was due primarily to operations in Mexico. Wal-Mart Stores, Inc. Annual Report - Page 25 Liquidity and Capital Resources Cash Flows Information Cash flows from operating activities were $7,123 million in fiscal 1998, up from $5,930 million in fiscal 1997. In fiscal 1998, the Company invested $2,636 million in capital assets and paid dividends of $611 million and had a net cash outlay of $1,865 million for acquisitions. Acquisitions include the Wertkauf hypermarket chain in Germany, a controlling interest in Cifra, S.A. de C. V. (Cifra) and the minority interest in our Brazilian joint venture from Lojas Americanas. See Note 6 of Notes to Consolidated Financial Statements for additional information on our acquisitions. Company Stock Purchase and Common Stock Dividends In fiscal 1998, the Company repurchased over 47 million shares of its common stock for $1.6 billion. Subsequent to January 31, 1998, the Company announced plans to repurchase up to $2 billion of its common stock over the next 12 to 18 months. Additionally, the Company increased the dividend 15% to $.31 per share for fiscal 1999. Borrowing Information The Company had committed lines of credit with 77 banks, aggregating $1,873 million and informal lines of credit with various other banks, totaling an additional $1,950 million, which were used to support short-term borrowing and commercial paper. These lines of credit and their anticipated cyclical increases will be sufficient to finance the seasonal buildups in merchandise inventories and for other cash requirements. We anticipate generating sufficient operating cash flow to fund all capital expenditures and our Company stock repurchase program. Accordingly, we do not plan to finance future capital expenditures with debt. However, we do plan to refinance existing long-term debt as it matures and may desire to obtain additional long-term financing for other uses of cash or for strategic reasons. We anticipate no difficulty in obtaining long-term financing in view of our excellent credit rating and favorable experiences in the debt market in the recent past. In addition to the available credit lines mentioned above, we may sell up to $251 million of public debt under shelf registration statements on file with the Securities and Exchange Commission. Expansion Domestically, we plan to open approximately 50 new Wal-Mart stores and between 120 and 125 new Supercenters. Approximately 90 of the Supercenters will come from relocations or expansions of existing Wal-Mart stores. Also planned for next fiscal year are ten new SAM'S Club units and three distribution centers. Internationally, plans are to develop 50 to 60 new retail units. These stores are planned in Argentina, Brazil, Canada, China, Germany, Mexico and Puerto Rico. Total planned growth represents approximately 26 million square feet of additional retail space. Total planned capital expenditures for fiscal 1999 approximate $4 billion. We plan to finance our expansion primarily with operating cash flows. Forward-Looking Statements Certain statements contained in Management's Discussion and Analysis, and elsewhere in this annual report, are forward-looking statements. These statements discuss, among other things, expected growth, future revenues and future performance. The forward-looking statements are subject to risks and uncertainties, including, but not limited to, competitive pressures, inflation, consumer debt levels, currency exchange fluctuations, trade restrictions, changes in tariff and freight rates, capital market conditions and other risks indicated in our filings with the Securities and Exchange Commission. Actual results may materially differ from anticipated results described in these statements. Wal-Marat Stores, Inc. Annual Report - Page 26 CONSOLIDATED STATEMENTS OF INCOME (Amounts in millions except per share data) Fiscal years ended January 31, 1998 1997 1996 Revenues: Net sales $117,958 $104,859 $93,627 Other income-net 1,341 1,319 1,146 119,299 106,178 94,773 Costs and Expenses: Cost of sales 93,438 83,510 74,505 Operating, selling and general and administrative expenses 19,358 16,946 15,021 Interest Costs: Debt 555 629 692 Capital leases 229 216 196 113,580 101,301 90,414 Income Before Income Taxes, Minority Interest and Equity in Unconsolidated Subsidiaries 5,719 4,877 4,359 Provision for Income Taxes Current 2,095 1,974 1,530 Deferred 20 (180) 76 2,115 1,794 1,606 Income Before Minority Interest and Equity in Unconsolidated Subsidiaries 3,604 3,083 2,753 Minority Interest and Equity in Unconsolidated Subsidiaries (78) (27) (13) Net Income $ 3,526 $ 3,056 $ 2,740 Net Income Per Share - Basic and Dilutive $1.56 $1.33 $1.19 See accompanying notes. Wal-Mart Stores, Inc. Annual Report - Page 27 CONSOLIDATED BALANCE SHEETS (Amounts in millions) January 31, 1998 1997 Assets Current Assets: Cash and cash equivalents $ 1,447 $ 883 Receivables 976 845 Inventories At replacement cost 16,845 16,193 Less LIFO reserve 348 296 Inventories at LIFO cost 16,497 15,897 Prepaid expenses and other 432 368 Total Current Assets 19,352 17,993 Property, Plant and Equipment, at Cost: Land 4,691 3,689 Building and improvements 14,646 12,724 Fixtures and equipment 7,636 6,390 Transportation equipment 403 379 27,376 23,182 Less accumulated depreciation 5,907 4,849 Net property, plant and equipment 21,469 18,333 Property Under Capital Lease: Property under capital lease 3,040 2,782 Less accumulated amortization 903 791 Net property under capital leases 2,137 1,991 Other Assets and Deferred Charges 2,426 1,287 Total Assets $45,384 $39,604 Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $ 9,126 $ 7,628 Accrued liabilities 3,628 2,413 Accrued income taxes 565 298 Long-term debt due within one year 1,039 523 Obligations under capital leases due within one year 102 95 Total Current Liabilities 14,460 10,957 Long-Term Debt 7,191 7,709 Long-Term Obligations Under Capital Leases 2,483 2,307 Deferred Income Taxes and Other 809 463 Minority Interest 1,938 1,025 Shareholders' Equity Preferred stock ($.10 par value; 100 shares authorized, none issued) Common stock ($.10 par value; 5,500 shares authorized, 2,241 and 2,285 issued and outstanding in 1998 and 1997, respectively) 224 228 Capital in excess of par value 585 547 Retained earnings 18,167 16,768 Foreign currency translation adjustment (473) (400) Total Shareholders' Equity 18,503 17,143 Total Liabilities and Shareholders' Equity $45,384 $39,604 See accompanying notes. Wal-Mart Stores, Inc. Annual Report - Page 28 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Foreign Capital in currency (Amounts in millions Number Common excess of Retained translation except per share data) of shares stock par value earnings adjustment Total Balance - January 31, 1995 2,297 $ 230 $ 539 $12,213 ($ 256) $12,726 Net income 2,740 2,740 Cash dividends ($.20 per share) (458) (458) Purchase of Company stock (5) (4) (101) (105) Foreign currency translation adjustment (156) (156) Stock options exercised and other 1 (1) 10 9 Balance - January 31, 1996 2,293 229 545 14,394 (412) 14,756 Net income 3,056 3,056 Cash dividends ($.21 per share) (481) (481) Purchase of Company stock (8) (7) (201) (208) Foreign currency translation adjustment 12 12 Stock options exercised and other (1) 9 8 Balance - January 31, 1997 2,285 228 547 16,768 (400) 17,143 Net income 3,526 3,526 Cash dividends ($.27 per share) (611) (611) Purchase of Company stock (47) (5) (48) (1,516) (1,569) Foreign currency translation adjustment (73) (73) Stock options exercised and other 3 1 86 87 Balance - January 31, 1998 2,241 $224 $585 $18,167 ($ 473) $18,503 See accompanying notes. Wal-Mart Stores, Inc. Annual Report - Page 29 CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in millions) Fiscal years ended January 31, 1998 1997 1996 Cash flows from operating activities Net Income $ 3,526 $ 3,056 $ 2,740 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,634 1,463 1,304 Increase in accounts receivable (78) (58) (61) (Increase)/decrease in inventories (365) 99 (1,850) Increase in accounts payable 1,048 1,208 448 Increase in accrued liabilities 1,329 430 29 Deferred income taxes 20 (180) 76 Other 9 (88) (303) Net cash provided by operating activities 7,123 5,930 2,383 Cash flows from investing activities Payments for property, plant and equipment (2,636) (2,643) (3,566) Proceeds from sale of photo finishing plants 464 Acquisitions (1,865) Other investing activities 80 111 234 Net cash used in investing activities (4,421) (2,068) (3,332) Cash flows from financing activities (Decrease)/increase in commercial paper (2,458) 660 Proceeds from issuance of long-term debt 547 1,004 Net proceeds from formation of Real Estate Investment Trust (REIT) 632 Purchase of Company stock (1,569) (208) (105) Dividends paid (611) (481) (458) Payment of long-term debt (554) (541) (126) Payment of capital lease obligations (94) (74) (81) Other financing activities 143 68 93 Net cash (used in)/provided by financing activities (2,138) (3,062) 987 Net increase in cash and cash equivalents 564 800 38 Cash and cash equivalents at beginning of year 883 83 45 Cash and cash equivalents at end of year $ 1,447 $ 883 $ 83 Supplemental disclosure of cash flow information Income tax paid $ 1,971 $ 1,791 $ 1,785 Interest paid 796 851 866 Capital lease obligations incurred 309 326 365 Investment in unconsolidated subsidiary exchanged in acquisition 226 See accompanying notes. Wal-Mart Stores, Inc. Annual Report - Page 30 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1 Summary of Significant Accounting Policies Consolidation The consolidated financial statements include the accounts of subsidiaries. Significant intercompany transactions have been eliminated in consolidation. Cash and cash equivalents The Company considers investments with a maturity of three months or less when purchased to be cash equivalents. Inventories The Company uses the retail last-in, first-out (LIFO) method for domestic Wal-Mart discount stores and Supercenters and cost LIFO for SAM'S Clubs. International inventories are on other cost methods. Inventories are not in excess of market value. Pre-opening costs Costs associated with the opening of stores are expensed during the first full month of operations. The costs are carried as prepaid expenses prior to the store opening. If the Company had expensed these costs as incurred, net income would have been reduced by $2 million, $9 million and $2 million in fiscal 1998, 1997 and 1996, respectively. Interest during construction In order that interest costs properly reflect only that portion relating to current operations, interest on borrowed funds during the construction of property, plant and equipment is capitalized. Interest costs capitalized were $33 million, $44 million and $50 million in 1998, 1997 and 1996, respectively. Financial instruments The Company uses derivative financial instruments for purposes other than trading to reduce its exposure to fluctuations in foreign currencies and to minimize the risk and cost associated with financial and global operating activities. Settlements of interest rate swaps are accounted for by recording the net interest received or paid as an adjustment to interest expense on a current basis. Gains or losses resulting from market movements are not recognized. Contracts that effectively meet risk reduction and correlation criteria are recorded using hedge accounting. Hedges of firm commitments or anticipated transactions are deferred and recognized when the hedged transaction occurs. Advertising costs Advertising costs are expensed as incurred and were $292 million, $249 million and $219 million in 1998, 1997 and 1996, respectively. Operating, selling and general and administrative expenses Buying, warehousing and occupancy costs are included in operating, selling and general and administrative expenses. Depreciation and amortization Depreciation and amortization for financial statement purposes are provided on the straight-line method over the estimated useful lives of the various assets. For income tax purposes, accelerated methods are used with recognition of deferred income taxes for the resulting temporary differences. Estimated useful lives are as follows: Building and improvements 5-33 years Fixtures and equipment 5-12 years Transportation equipment 2-5 years Goodwill 20-40 years Long-lived assets In fiscal 1997, the Company adopted Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. The statement requires entities to review long-lived assets and certain intangible assets in certain circumstances, and if the value of the assets is impaired, an impairment loss shall be recognized. Due to the Company's previous accounting policies, this pronouncement had no material effect on the Company's financial position or results of operations. Comprehensive income In June 1997, the Financial Accounting Standards Board (FASB) issued Statement No. 130, "Reporting Comprehensive Income," which is effective for fiscal years beginning after December 15, 1997. This statement establishes standards for reporting and display of comprehensive income and its components. The Company anticipates adopting this Statement in fiscal 1999. Since this Statement requires only additional disclosure, there will be no effect on the Company's results of operations or financial position. Net income per share In fiscal 1998, the Company adopted Statement of Financial Accounting Standards No. 128, Earnings Per Share. Statement 128 replaces primary and fully dilutive earnings per share with basic and dilutive earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effect of options. Basic earnings per share for all periods presented are the same as previously reported. Basic net income per share is based on the weighted average outstanding common shares. Dilutive net income per share is based on the weighted average outstanding shares reduced by the effect of stock options. The shares used in the computations for basic and dilutive net income per share are as follows (in millions): 1998 1997 1996 Basic 2,258 2,292 2,296 Dilutive 2,267 2,296 2,299 Wal-Mart Stores, Inc. Annual Report - Page 31 Foreign currency translation The assets and liabilities of most foreign subsidiaries are translated at current exchange rates and any related translation adjustments are recorded in Consolidated Shareholders' Equity. Operations in Brazil and Mexico operate in highly inflationary economies and certain assets are translated at historical exchange rates and all translation adjustments are reflected in the Consolidated Income Statements. Estimates and assumptions The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to prior periods to conform to current presentation. 2 Commercial Paper and Long-term Debt Information on short-term borrowings and interest rates is as follows (dollar amounts in millions): Fiscal years ended January 31, 1998 1997 1996 Maximum amount outstanding at month-end $ 1,530 $ 2,209 $ 3,686 Average daily short-term borrowings 212 1,091 2,106 Weighted average interest rate 5.6% 5.3% 5.9% At January 31, 1998 and 1997, there were no short-term borrowings outstanding. At January 31, 1998, the Company had committed lines of credit of $1,873 million with 77 banks and informal lines of credit with various banks totaling an additional $1,950 million, which were used to support short-term borrowings and commercial paper. Short-term borrowings under these lines of credit bear interest at or below the prime rate. Long-term debt at January 31, consists of (amounts in millions): 1998 1997 8.625% Notes due April 2001 $ 750 $ 750 5.875% Notes due October 2005 597 597 5.614% Notes due February 2010 with biannual put options 500 - 7.500% Notes due May 2004 500 500 9.100% Notes due July 2000 500 500 6.125% Notes due October 1999 500 500 7.800% - 8.250% Obligations from sale/leaseback transactions due 2014 458 466 6.500% Notes due June 2003 454 454 7.250% Notes due June 2013 445 445 7.000% - 8.000% Obligations from sale/leaseback transactions due 2013 306 314 6.750% Notes due May 2002 300 300 8.500% Notes due September 2024 250 250 6.750% Notes due October 2023 250 250 8.000% Notes due September 2006 250 250 6.125% Eurobond due November 2000 250 250 6.875% Eurobond due June 1999 250 250 6.375% Notes due March 2003 228 228 6.750% Eurobond due May 2002 200 200 5.500% Notes due March 1998 - 500 5.125% Eurobond due October 1998 - 250 7.000% Eurobond due April 1998 - 250 Other 203 205 $7,191 $7,709 Wal-Mart Stores, Inc. Annual Report - Page 32 In fiscal 1998, the Company borrowed $500 million due in 2010 with put options imbedded. Beginning in 2000, and every second year, thereafter until 2010, the holders of the debt may require the Company to repurchase the debt at face value. Long-term debt is unsecured except for $202 million, which is collateralized by property with an aggregate carrying value of approximately $349 million. Annual maturities of long-term debt during the next five years are (in millions): Fiscal year ending Annual January 31, maturity 1999 $ 1,039 2000 815 2001 2,018 2002 52 2003 559 Thereafter 3,747 The Company has agreed to observe certain covenants under the terms of its note agreements, the most restrictive of which, relates to amounts of additional secured debt and long-term leases. The Company has entered into sale/leaseback transactions involving buildings while retaining title to the undering land. These transactions were accounted for as financings and are included in long-term debt and the annual maturities schedules above. The resulting obligations are amortized over the lease terms. Future minimum lease payments for each of the five succeeding years, as of January 31, 1998, are (in millions): Fiscal years ending Minimum January 31, rentals 1999 $ 76 2000 104 2001 100 2002 94 2003 98 Thereafter 817 At January 31, 1998 and 1997, the Company had letters of credit outstanding totaling $673 million and $811 million, respectively. These letters of credit were issued primarily for the purchase of inventory. Under shelf registration statements previously filed with the Securities and Exchange Commission, the Company may issue debt securities aggregating $251 million. 3 Financial Instruments: Interest rate instruments The Company enters into interest rate swaps to minimize the risks and costs associated with its financial activities. The swap agreements are contracts to exchange fixed or variable rates for floating interest rate payments periodically over the life of the instruments. The notional amounts are used to measure interest to be paid or received and do not represent the exposure to credit loss. The rates paid on these swaps range from 3-month Deutschmark LIBOR minus .0676% to 30-day Commercial Paper Non-Financial plus .134%. These instruments are not recorded on the balance sheet, and as of January 31, 1998 and 1997, are as follows: January 31, 1998 Notional amount Maturity Rate Fair (in millions) received value $ 585 2006 6.97% $17 $ 500 2000 5.65% - $1,101 2003 30-day commercial ($1) paper non-financial January 31, 1997 Notional amount Maturity Rate (in millions) received >C> $630 2006 6.97% Foreign exchange instruments The Company has entered into a foreign currency swap to hedge its investment in Germany. Under the agreement, the Company will pay $1,960 million in German Deutschmarks in 2003 and will receive $1,101 million in United States Dollars. At January 31, 1998, the fair value of this swap was $30 million. The Company enters routinely into forward currency exchange contracts in the regular course of business to manage its exposure against foreign currency fluctuations on inventory purchases denominated in foreign currencies. These contracts are for short durations (six months or less) and are insignificant to the Company's operations or financial position. (There were approximately $27 million outstanding at January 31, 1998.) Fair value of financial instruments Cash and cash equivalents: The carrying amount approximates fair value due to the short maturity of these instruments. Long-term debt: The fair value of the Company's long-term debt, including current maturities, approximates $8,639 million at January 31, 1998 and is based on the Company's current incremental borrowing rate for similar types of borrowing arrangements. Interest rate instruments: The fair values are estimated amounts the Company would receive or pay to terminate the agreements as of the reporting dates. Foreign currency contracts: The fair value of foreign currency contracts are estimated by obtaining quotes from brokers. Wal-Mart Stores, Inc. Annual Report - Page 33 4 Defined Contribution Plans The Company maintains profit sharing plans under which most full-time, and many part-time associates become participants following one year of employment. In fiscal 1998, the Company add ed 401(k) plans in which the same associates may elect to contribute up to 10% of their earnings. The Company will make annual contributions to these plans on behalf of all eligible associates, including those who have not elected to contribute to the 401(k) plan. Annual Company contributions are made at the sole discretion of the Company, and were $321 million, $247 million and $204 million in 1998, 1997 and 1996, respectively. 5 Income Taxes The income tax provision consists of the following (in millions): 1998 1997 1996 Current Federal $1,891 $1,769 $1,342 State and local 186 201 188 International 18 4 Total current tax provision 2,095 1,974 1,530 Deferred Federal (5) (97) 119 State and local (2) (9) 15 International 27 (74) (58) Total deferred tax provision 20 (180) 76 Total provision for income taxes $2,115 $1,794 $1,606 Items that give rise to significant portions of the deferred tax accounts at January 31, are as follows (in millions): 1998 1997 1996 Deferred tax liabilities: Property, plant and equipment $ 797 $ 721 $ 617 Inventory 275 145 135 International, principally asset basis differences 387 83 62 Other 33 45 19 Total deferred tax liabilities 1,492 994 833 Deferred tax assets: Amounts accrued for financial reporting purposes not yet deductible for tax purposes 441 295 204 International, asset basis and loss carryforwards 258 314 163 Capital leases 190 169 147 Deferred revenue 89 113 Other 108 68 49 Total deferred tax assets 1,086 959 563 Net deferred tax liabilities $ 406 $ 35 $ 270 A reconciliation of the significant differences between the effective income tax rate and the federal statutory rate on pretax income follows: 1998 1997 1996 Statutory tax rate 35.0% 35.0% 35.0% State income taxes, net of federal income tax benefit 2.1% 2.2% 3.1% International (0.3%) (1.5%) (1.0%) Other 0.2% 1.1% (0.3%) 37.0% 36.8% 36.8% Wal-Mart Stores, Inc. Annual Report - Page 34 6 Acquisitions A merger of the Mexican joint venture companies owned by Wal-Mart Stores, Inc. and Cifra, S.A. de C.V. (Cifra) with, and into Cifra, was consummated with an effective merger date of September 1, 1997. The Company received voting shares of Cifra equaling approximately 33.5% of the outstanding voting shares of Cifra in exchange for the Company's joint venture interests having a net book value of approximately $644 million. No gain or loss was recognized on the exchange of the joint venture interest. The Company then acquired 593,100,000 shares of the Series "A" Common Shares and Series "B" Common Shares of Cifra, in a cash tender offer. The transaction has been accounted for as a purchase. The net assets and liabilities acquired are recorded at fair value. Resulting goodwill is being amortized over 40 years. As a result of the merger and tender offer, Wal-Mart holds approximately 51% of the outstanding voting shares of Cifra. The results of operations for Cifra, since the effective merger date, have been included in the Company's results. In December 1997, the Company acquired the Wertkauf hypermarket chain in Germany, as well as certain real estate. The 21 hypermarkets are one-stop shopping centers that offer a broad assortment of high-quality general merchandise and food and are similar to the Wal-Mart Supercenter format in the United States. The transaction has been accounted for as a purchase. Net assets and liabilities of Wertkauf and the real estate are recorded at fair value. The goodwill is being amortized over 40 years. The transaction closed on December 30, 1997; therefore, the assets are included in the January 31, 1998 consolidated balance sheet and the results of operations will be included beginning in fiscal 1999. In December 1997, the Company acquired the 40% minority interest in its Brazilian joint venture from Lojas Americanas, and then sold a 5% share to an individual. The purchase price of the minority interest approximated book value. Because the transaction closed on December 30, 1997, the results of operations for fiscal 1998 include the Company's original ownership percentage of the joint venture. Pro forma results of operations are not presented due to the insignificant differences from historical results, both individually and in the aggregate. The fair value of the assets and liabilities recorded as a result of these transactions is as follows (in millions): Cash and cash equivalents $ 500 Receivables 97 Inventories 266 Net property, plant and equipment 2,105 Goodwill 1,213 Accounts payable (431) Accrued liabilities (132) Deferred income taxes (353) Minority interest (705) Other 31 2,591 Investment in unconsolidated Mexican subsidiary exchanged (226) Total cash purchase price $ 2,365 7 Stock Option Plans At January 31, 1998, 70 million shares of common stock were reserved for issuance under stock option plans. The options granted under the stock option plans expire ten years from the date of grant. Options granted prior to November 17, 1995, may be exercised in nine annual installments. Options granted on or after November 17, 1995, may be exercised in seven annual installments. The Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpretations in accounting for its employee stock options because the alternative fair value accounting, provided under FASB Statement 123, "Accounting for Stock-Based Compensation," requires the use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of the grant, no compensation expense is recognized. Pro forma information, regarding net income and income per share, is required by Statement 123 and has been determined as if the Company had accounted for its associate stock option plans under the fair value method of that statement. The fair value of these options was estimated at the date of the grant using the Black-Scholes option pricing model with the following assumption ranges: risk-free interest rates between 7.2% and 5.6%, dividend yields between 0.7% and 1.0%, volatility factors between .23 and .27, and an expected life of the option of 7.4 years for the options issued prior to November 17, 1995 and 5.8 years for options issued thereafter. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferrable. In addition, option valuation methods require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's associate stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimates, in management's opinion, the existing models do not necessarily provide a reliable Wal-Mart Stores, Inc. Annual Report - Page 35 single measure of the fair value of its associate stock options. Using the Black-Scholes option valuation model, the weighted average grant date value of options granted during the year ended January 31, 1998, was $13 per option. The effect of applying the fair value method of Statement 123 to the Company's option plan does not result in net income and net income per share that are materially different from the amounts reported in the Company's consolidated financial statements as demonstrated below: (Amounts in millions except per share data) 1998 1997 1996 Pro forma net income $3,504 $3,042 $2,737 Pro forma earnings per share - basic $ 1.55 $ 1.33 $ 1.19 Pro forma earnings per share - dilutive $ 1.55 $ 1.32 $ 1.19 Further information concerning the options is as follows: Weighted Option price average Shares per share per share Total January 31, 1995 17,969,000 $ 2.78-30.62 $20.20 $362,981,000 Options granted 7,114,000 23.50-24.75 23.61 167,959,000 Options canceled (1,953,000) 3.75-30.82 22.46 (43,873,000) Options exercised (1,101,000) 2.78-25.38 8.79 (9,678,000) January 31, 1996 22,029,000 4.94-30.82 21.67 477,389,000 (5,011,000 shares exerciseable) Options granted 11,466,000 22.25-25.25 23.19 265,931,000 Options canceled (2,110,000) 5.78-30.82 23.27 (49,109,000) Options exercised (999,000) 4.94-25.75 10.34 (10,327,000) January 31, 1997 30,386,000 6.50-30.82 22.51 683,884,000 (6,448,000 shares exerciseable) Options granted 5,263,000 24.88-39.94 37.87 199,309,000 Options canceled (1,802,000) 6.50-35.06 23.45 (42,251,000) Options exercised (3,519,000) 6.50-30.82 19.25 (67,729,000) January 31, 1998 30,328,000 $ 7.19-39.94 $25.50 $773,213,000 (6,731,000 shares exerciseable) The weighted average remaining life of options outstanding as of January 31, 1998 was 7.5 years. Shares available for option grants: January 31, 1997 43,590,000 January 31, 1998 40,129,000 The following table summarizes information about stock options outstanding as of January 31, 1998. Weighted Weighted Weighted Range of Number of Average Remaining Average Options Average Exercise Prices Options Life (Years) Exercise Price Exerciseable Exercise Price $ 7.19 to 10.66 1,593,000 1.8 $10.23 1,233,000 $10.13 13.25 to 17.69 898,000 2.9 14.44 550,000 14.46 20.00 to 24.88 17,998,000 8.0 23.29 3,000,000 23.32 25.00 to 29.75 4,513,000 5.4 27.25 1,887,000 27.62 30.82 to 39.94 5,326,000 9.8 37.89 61,000 30.82 30,328,000 6,731,000 Wal-Mart Stores, Inc. Annual Report - Page 36 8 Long-term Lease Obligations The Company and certain of its subsidiaries have long-term leases for stores and equipment. Rentals (including, for certain leases, amounts applicable to taxes, insurance, maintenance, other operating expenses and contingent rentals) under all operating leases were $596 million, $561 million and $531 million in 1998, 1997 and 1996, respectively. Aggregate minimum annual rentals at January 31, 1998, under non-cancelable leases are as follows (in millions): Fiscal Operating Capital year leases leases 1999 $ 404 $ 347 2000 384 345 2001 347 344 2002 332 343 2002 315 340 Thereafter 2,642 3,404 Total minimum rentals $ 4,424 5,123 Less estimated executory costs 73 Net minimum lease payments 5,050 Less imputed interest at rates ranging from 6.1% to 14.0% 2,465 Present value of minimum lease payments $ 2,585 Certain of the leases provide for contingent additional rentals based on percentage of sales. Such additional rentals amounted to $46 million, $51 million and $41 million in 1998, 1997 and 1996, respectively. Substantially all of the store leases have renewal options for additional terms from five to 25 years at comparable rentals. The Company has entered into lease commitments for land and buildings for 38 future locations. These lease commitments with real estate developers provide for minimum rentals for 20 to 25 years, excluding renewal options, which if consummated based on current cost estimates, will approximate $38 million annually over the lease terms. 9 Segments The Company and its subsidiaries are principally engaged in the operation of mass merchandising stores located in all 50 states, Argentina, Brazil, Canada, Germany, Mexico and Puerto Rico, and through joint ventures in China. In June 1997, the Financial Accounting Standards Board (FASB) issued Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information," which the Company has adopted in the current year. The Company identifies such segments based on management responsibility within the United States and geographically for all international units. The Wal-Mart Stores segment includes the Company's discount stores and Supercenters in the United States. The SAM'S Club segment includes the warehouse membership clubs in the United States. The Company's operations in Argentina, Brazil, Germany, Mexico and China are consolidated using a December fiscal year end, generally due to statutory reporting requirements. There were no significant intervening events which materially affected the financial statements. The Company measures segment profit as operating profit, which is defined as income before interest expense, income taxes and minority interest. Information on segments and a reconciliation to income, before income taxes and minority interest, are as follows (in millions): Fiscal year ended January 31,1998 Wal-Mart Stores SAM'S Club International Other Consolidated Revenues from external customers $ 83,820 $ 20,668 $ 7,517 $ 5,953 $ 117,958 Intercompany real estate charge (income) 1,375 349 (1,724) Depreciation and amortization 674 104 118 738 1,634 Operating income 5,833 616 262 (208) 6,503 Interest expense 784 Income before income taxes and minority interest 5,719 Total assets $ 22,002 $ 3,864 $ 7,390 $ 12,128 $ 45,384 Wal-Mart Stores, Inc. Annual Report - Page 37 Fiscal year ended January 31,1997 Wal-Mart Stores SAM'S Club International Other Consolidated Revenues from external customers $ 74,840 $ 19,785 $ 5,002 $ 5,232 $ 104,859 Intercompany real estate charge (income) 1,250 346 (1,596) Depreciation and amortization 628 99 70 666 1,463 Operating income 5,033 557 24 108 5,722 Interest expense 845 Income before income taxes and minority interest 4,877 Total assets $ 20,905 $ 3,927 $ 2,887 $ 11,885 $ 39,604 Fiscal year ended January 31,1996 Wal-Mart Stores SAM'S Club International Other Consolidated Revenues from external customers $ 66,271 $ 19,068 $ 3,712 $ 4,576 $ 93,627 Intercompany real estate charge (income) 1,075 339 (1,414) Depreciation and amortization 561 95 52 596 1,304 Operating income 4,562 480 (16) 221 5,247 Interest expense 888 Income before income taxes and minority interest 4,359 Total assets $ 19,292 $ 3,875 $ 2,305 $ 12,069 $ 37,541 International long-lived assets excluding goodwill are $3,537 million, $1,199 million and $952 million in 1998, 1997 and 1996, respectively. Additions to international long-lived assets are $2,401 million, $317 million and $747 million in 1998, 1997 and 1996, respectively. The international segment includes all international real estate. All of the real estate in the United States is included in the "Other" category and is leased to Wal-Mart Stores and SAM'S Club. The revenues in the "other" category result from sales to third parties by McLane Company, Inc., a wholesale distributor. McLane offers a wide variety of grocery and non-grocery products, which it sells to a variety of retailers including the Company's Wal-Mart Stores and SAM'S Club. McLane is not a significant segment and, therefore, results are not presented separately. 10 Quarterly Financial Data (unaudited) Quarters ended Amounts in millions (except per share information) April 30, July 31, October 31, January 31, 1998 Net sales $25,409 $28,386 $28,777 $35,386 Cost of sales 20,127 22,478 22,680 28,153 Net income 652 795 792 1,287 Net income per share, basic and dilutive $.29 $.35 $.35 $.57 1997 Net sales $22,772 $25,587 $25,644 $30,856 Cost of sales 18,032 20,336 20,416 24,726 Net income 571 706 684 1,095 Net income per share, basic and dilutive $.25 $.31 $.30 $.48 Wal-Mart Stores, Inc. Annual Report - Page 38 REPORT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders, Wal-Mart Stores, Inc. We have audited the accompanying consolidated balance sheets of Wal-Mart Stores, Inc. and Subsidiaries as of January 31, 1998 and 1997, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended January 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Wal- Mart Stores, Inc. and Subsidiaries at January 31, 1998 and 1997, and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 31, 1998, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP Ernst & Young LLP Tulsa, Oklahoma March 24, 1998 Wal-Mart Stores, Inc. Annual Report - Page 39 Listings- Stock Symbol: WMT New York Stock Exchange Pacific Stock Exchange Market Price of Common Stock Fiscal years ended January 31, 1998 1997 Quarter Ended Hi Low Hi Low April 30 $29.88 $23.13 $24.50 $20.88 July 31 $38.56 $28.25 $26.25 $22.88 October 31 $38.75 $32.19 $28.13 $24.50 January 31 $41.75 $36.06 $27.00 $22.13 Dividends Paid Per Share Fiscal years ended January 31, Quarterly 1998 1997 April 9 $0.0675 April 8 $0.0525 July 14 $0.0675 July 8 $0.0525 October 14 $0.0675 October 7 $0.0525 January 12 $0.0675 January 17 $0.0525