Wal-Mart Stores, Inc. Annual Report - Page 17
Fiscal 1999 End of Year Store Counts
Discount SAM'S
Stores Supercenters Club
Alabama 48 30 8
Alaska 3 0 3
Arizona 34 0 7
Arkansas 49 27 4
California 106 0 24
Colorado 28 10 11
Connecticut 14 0 3
Delaware 2 1 1
Florida 93 44 35
Georgia 62 28 16
Hawaii 5 0 1
Idaho 9 0 1
Illinois 89 17 24
Indiana 58 17 14
Iowa 42 3 7
Kansas 38 10 5
Kentucky 44 27 5
Louisiana 52 23 9
Maine 20 0 3
Maryland 23 1 10
Massachusetts 31 0 3
Michigan 52 0 21
Minnesota 35 0 9
Mississippi 38 18 4
Missouri 72 38 12
Montana 9 0 1
Nebraska 13 5 3
Nevada 13 0 2
New Hampshire 18 2 4
New Jersey 18 0 6
New Mexico 10 11 3
New York 52 7 18
North Carolina 75 12 16
North Dakota 8 0 2
Ohio 74 9 23
Oklahoma 54 24 6
Oregon 23 0 0
Pennsylvania 50 19 18
Rhode Island 6 0 1
South Carolina 35 20 9
South Dakota 8 0 2
Tennessee 52 35 12
Texas 163 82 52
Utah 14 0 5
Vermont 4 0 0
Virginia 27 30 10
Washington 22 0 2
West Virginia 10 11 3
Wisconsin 55 3 11
Wyoming 9 0 2
U.S. TOTAL 1,869 564 451
Alberta 19 0 0
British Columbia 13 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 57 0 0
Quebec 28 0 0
Saskatchewan 8 0 0
CANADA TOTAL 153 0 0
Argentina 0 10 3
Brazil 0 9 5
Korea 0 4 0
Mexico 358* 27 31
Puerto Rico 9 0 6
China 0 4 1
Germany 0 95 0
INT'L. TOTAL 520 149 46
GRAND TOTAL 2,389 713 497
[FN]
<F1>
*Includes 36 Superamas, 63 Bodegas, 33 Aurreras, 183 Vips and 43 Suburbias
Wal-Mart Stores, Inc. Annual Report - Pages 18 and 19
11-YEAR FINANCIAL SUMMARY
(Dollar amounts in millions except per share data)
1999 1998 1997 1996 1995
Net sales $137,634 $117,958 $104,859 $93,627 $82,494
Net sales increase 17% 12% 12% 13% 22%
Comparative store
sales increase 9% 6% 5% 4% 7%
Other income-net 1,574 1,341 1,319 1,146 914
Cost of sales 108,725 93,438 83,510 74,505 65,586
Operating, selling
and general and
administrative
expenses 22,363 19,358 16,946 15,021 12,858
Interest costs:
Debt 529 555 629 692 520
Capital leases 268 229 216 196 186
Provision for income
taxes 2,740 2,115 1,794 1,606 1,581
Minority interest
and equity in
unconsolidated
subsidiaries (153) (78) (27) (13) 4
Net income 4,430 3,526 3,056 2,740 2,681
Per share of common stock*:
Net income - Basic
and Dilutive 0.99 0.78 0.67 0.60 0.59
Dividends 0.16 0.14 0.11 0.10 0.09
Financial Position
Current assets $21,132 $19,352 $ 17,993 $17,331 $15,338
Inventories at
replacement cost 17,549 16,845 16,193 16,300 14,415
Less LIFO reserve 473 348 296 311 351
Inventories at
LIFO cost 17,076 16,497 15,897 15,989 14,064
Net property, plant
and equipment and
capital leases 25,973 23,606 20,324 18,894 15,874
Total assets 49,996 45,384 39,604 37,541 32,819
Current liabilities 16,762 14,460 10,957 11,454 9,973
Long-term debt 6,908 7,191 7,709 8,508 7,871
Long-term obligations
under capital leases 2,699 2,483 2,307 2,092 1,838
Shareholders' equity 21,112 18,503 17,143 14,756 12,726
Financial Ratios
Current ratio 1.3 1.3 1.6 1.5 1.5
Inventories/working
capital 3.9 3.4 2.3 2.7 2.6
Return on assets** 9.6% 8.5% 7.9% 7.8% 9.0%
Return on shareholders'
equity*** 22.4% 19.8% 19.2% 19.9% 22.8%
Other Year-End Data
Number of domestic
Wal-Mart stores 1,869 1,921 1,960 1,995 1,985
Number of domestic
Supercenters 564 441 344 239 147
Number of domestic
SAM'S Club units 451 443 436 433 426
International units 715 601 314 276 226
Number of Associates 910,000 825,000 728,000 675,000 622,000
Number of
Shareholders 261,170 245,884 257,215 244,483 259,286
[FN]
<F1>
* Restated to reflect the two-for-one stock split announced March 4, 1999,
with date of record of March 19, 1999. The stock split is payable on
April 19, 1999.
<F2>
** Net income before minority interest and equity in unconsolidated
subsidiaries/average assets
<F3>
*** Net income/average shareholders' equity
Wal-Mart Stores, Inc. Annual Report - Pages 18 and 19
11-YEAR FINANCIAL SUMMARY
(Dollar amounts in millions except per share data)
1994 1993 1992 1991 1990 1989
Net sales $67,344 $55,484 $43,887 $32,602 $25,811 $20,649
Net sales increase 21% 26% 35% 26% 25% 29%
Comparative store
sales increase 6% 11% 10% 10% 11% 12%
Other income-net 645 497 404 262 175 137
Cost of sales 53,444 44,175 34,786 25,500 20,070 16,057
Operating, selling
and general and
administrative
expenses 10,333 8,321 6,684 5,152 4,070 3,268
Interest costs:
Debt 331 143 113 43 20 36
Capital leases 186 180 153 126 118 99
Provision for income
taxes 1,358 1,171 945 752 632 488
Minority interest
and equity in
unconsolidated
subsidiaries (4) 4 (1) - - -
Net income 2,333 1,995 1,609 1,291 1,076 838
Per share of common stock*:
Net income - Basic
and Dilutive 0.51 0.44 0.35 0.28 0.24 0.19
Dividends 0.07 0.05 0.04 0.04 0.03 0.02
Financial Position
Current assets $12,114 $10,198 $8,575 $6,415 $4,713 $3,631
Inventories at
replacement cost 11,483 9,780 7,857 6,207 4,751 3,642
Less LIFO reserve 469 512 473 399 323 291
Inventories at
LIFO cost 11,014 9,268 7,384 5,808 4,428 3,351
Net property, plant
and equipment and
capital leases 13,176 9,793 6,434 4,712 3,430 2,662
Total assets 26,441 20,565 15,443 11,389 8,198 6,360
Current liabilities 7,406 6,754 5,004 3,990 2,845 2,066
Long-term debt 6,156 3,073 1,722 740 185 184
Long-term obligations
under capital leases 1,804 1,772 1,556 1,159 1,087 1,009
Shareholders' equity 10,753 8,759 6,990 5,366 3,966 3,008
Financial Ratios
Current ratio 1.6 1.5 1.7 1.6 1.7 1.8
Inventories/working
capital 2.3 2.7 2.1 2.4 2.4 2.1
Return on assets** 9.9% 11.1% 12.0% 13.2% 14.8% 14.6%
Return on shareholders'
equity*** 23.9% 25.3% 26.0% 27.7% 30.9% 31.8%
Other Year-End Data
Number of domestic
Wal-Mart stores 1,950 1,848 1,714 1,568 1,399 1,259
Number of domestic
Supercenters 72 34 10 9 6 3
Number of domestic
SAM'S Club units 417 256 208 148 123 105
International units 24 10 - - - -
Number of Associates 528,000 434,000 371,000 328,000 271,000 223,000
Number of
Shareholders 257,946 180,584 150,242 122,414 79,929 80,270
[FN]
<F1>
* Restated to reflect the two-for-one stock split announced March 4, 1999,
with date of record of March 19, 1999. The stock split is payable on
April 19, 1999.
<F2>
** Net income before minority interest and equity in unconsolidated
subsidiaries/average assets
<F3>
*** Net income/average shareholders' equity
Wal-Mart Stores, Inc. Annual Report - Page 20
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
1999 $95,395 $22,881 $12,247 $7,111 $137,634 17%
1998 83,820 20,668 7,517 5,953 117,958 12%
1997 74,840 19,785 5,002 5,232 104,859 12%
The Company's sales growth of 17% in fiscal 1999, when compared to fiscal 1998,
was attributable to our expansion program and a domestic comparative store sales
increase of 9%. Expansion for fiscal 1999 included the opening of 37 Wal-Mart
stores, 123 Supercenters (including the conversion of 88 existing Wal-Mart
stores), eight SAM'S Club units, and the opening or acquisition of 114
international units. International sales accounted for approximately 8.9% of
total Company sales in fiscal 1999 compared with 6.4% in fiscal 1998. The growth
in International is partially due to acquisitions during 1999 and 1998. In the
third quarter of fiscal 1998, the Company acquired a controlling interest of
Cifra, S.A de C.V. (Cifra) which at acquisition date included 250 units in
varying formats including Aurreras, Bodegas, Suburbias, Superamas, and Vips. In
the fourth quarter of fiscal 1998, the Company acquired the 21 units of the
Wertkauf hypermarket chain in Germany. In fiscal 1999, the Company acquired four
units in South Korea which were previously operated by Korea Makro. See Note 6
of Notes to Consolidated Financial Statements for additional information on
acquisitions. SAM'S Club sales, as a percentage of total Company sales,
decreased from 17.5% in fiscal 1998 to 16.6% in fiscal 1999.
The sales increase 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 existing Wal-Mart stores), eight
SAM'S Clubs, and the opening or acquisition of 289 international units,
including the various Cifra formats. International sales accounted for
approximately 6.4% of total Company sales in fiscal 1998 compared with 4.8% in
fiscal 1997. The growth in International is partially due to the acquisition of
controlling interest of Cifra during the third quarter. SAM'S Club sales, as a
percentage of total Company sales, decreased from 18.9% in fiscal 1997 to 17.5%
in fiscal 1998.
Costs and Expenses
Cost of sales, as a percentage of sales, decreased, resulting in increases in
gross margin of .2% and .4% in fiscal 1999 and fiscal 1998, respectively. These
improvements in gross margin occurred even with continued price rollbacks and
our continuing commitment to always providing low prices. Lower inventory levels
resulted in reduced markdowns and decreased shrink and generated a sustainable
improvement in profitability without raising prices. The improvement in gross
margin also occurred despite higher food department and International sales,
which generally have lower gross margins than domestic general merchandise. This
effect is partially offset by the slower growth of SAM'S Club, which is our
lowest gross margin retail operation.
Operating, selling, general and administrative expenses decreased .2% as a
percentage of sales in fiscal 1999 when compared with fiscal 1998. The strong
sales increase along with lower inventory levels combined to reduce expenses as
a percentage of sales. The expense leverage was mitigated in the consolidated
results due to the percentage of the total volume decreasing in the SAM'S Club
segment, which has lower expenses as a percentage of sales, while the percentage
of total volume increased in the International segment, which has higher
expenses as a percentage of sales than the other operating segments. Every
operating segment was flat or down in expenses as a percent of sales in fiscal
1999 when compared with fiscal 1998.
Operating, selling, general and administrative expenses increased .3% as a
percentage of sales in fiscal 1998 when compared with fiscal 1997. 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
was the one-time pre-tax charge of $50 million for closing the majority of the
Bud's Discount City stores during the second quarter of fiscal 1998.
Interest Costs
Interest costs decreased .1% as a percentage of sales in fiscal 1999 when
compared with fiscal 1998. This marks the third consecutive year that interest
costs relating to debt have declined. The Company was able to meet cash
requirements without short-term borrowings throughout most of fiscal 1999 due to
enhanced operating cash flows. The interest on the Company's capital leases
increased over fiscal 1998 due to continuing expansion. 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. See Note 3 of Notes to Consolidated Financial Statements for
additional information on interest and debt.
Market Risk
Market risks relating to the Company's operations result primarily from changes
in interest rates and changes in foreign exchange rates.
The Company enters into interest rate swaps to minimize the risk and costs
associated with financing activities. The swap agreements are contracts to
exchange fixed or variable rates for variable or fixed interest rate payments
periodically over the life of the instruments. The following tables provide
information about the Company's 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-
average interest rates by expected maturity dates. For interest rate swaps, the
table presents notional amounts and interest rates by contractual maturity
dates. The applicable floating rate index is included for variable rate
instruments. All amounts are stated in United States dollar equivalents.
Wal-Mart Stores, Inc. Annual Report - Page 21
Interest Rate Sensitivity
As of January 31, 1999
Principal (Notional) Amount by Expected Maturity
Average Interest (Swap) Rate
Fair
value
(Amounts in millions) 2000 2001 2002 2003 2004 Thereafter Total 1/31/99
Liabilities
Long-term debt including
current portion
Fixed rate debt $ 900 $1,284 $801 $558 $285 $3,980 $7,808 $8,323
Average interest rate
- U.S.$ rate 7.1% 7.2% 7.1% 6.9% 7.0% 7.2% 7.2%
Long-term obligation related to
real estate investment trust
Fixed rate obligation 39 43 46 50 55 327 560 641
Fixed interest rate
- U.S.$ 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 swap
Pay variable/receive fixed - 500 - - - - 500 10
Average rate paid - 30-day
U.S. commercial paper
non-financial plus .134%
Fixed rate received
- U.S.$ rate - 5.7% - - - - 5.7%
Interest rate swap
Pay variable/receive fixed - 500 - - - - 500 5
Average rate paid - 30-day
U.S. commercial paper
non-financial plus .245%
Fixed rate received
- U.S.$ rate - 5.9% - - - - 5.9%
Interest Rate Derivative Financial
Instruments Related to Real Estate
Investment Trust Obligation
Interest rate swap
Pay variable/receive fixed 38 41 45 49 54 324 551 44
Average rate paid - 30-day
U.S. commercial paper
non-financial
Fixed rate received
- U.S.$ rate 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0%
Interest rate swap
Pay variable/receive fixed - - - - - 230 230 30
Average rate paid - 6-month
U.S. LIBOR
Fixed rate received
- U.S.$ rate - - - - - 7.0% 7.0%
Interest Rate Derivative Financial
Instrument Related to Currency Swaps
Currency swap - German Deutschemarks
Pay variable/receive variable - - - 1,101 - - 1,101 (43)
Average rate paid - 3-month
German Deutschemark LIBOR
minus .0676%
Average rate received - 30-day
U.S. commercial paper
non-financial
Interest rate swap
- - German Deutschemarks
Pay fixed/receive variable - - - 1,101 - - 1,101 (58)
Fixed rate paid - German
Deutschemark rate - - - 4.5% - - 4.5%
Average rate received - 3-month
German Deutschemark LIBOR
minus .0676%
Interest rate swap - U.S. Dollars
Pay variable/receive fixed - - - 1,101 - - 1,101 28
Average rate paid - 30-day
U.S. commercial paper
non-financial
Fixed rate received
- U.S.$ rate - - - 5.8% - - 5.8%
Currency swap
- - German Deutschemarks
Pay variable/receive variable - - - - 809 - 809 18
Average rate paid - 3-month
German Deutschemark LIBOR
minus .055%
Average rate received - 30-day
U.S. commercial paper
non-financial
Interest rate swap
- - German Deutschemarks
Pay fixed/receive variable - - - - 809 - 809 3
Fixed rate paid -
German Deutschemark rate - - - - 3.4% - 3.4%
Average rate received - 3-month
German Deutschemark LIBOR
minus .055%
Interest rate swap - U.S. Dollars
Pay variable/receive fixed - - - - 809 - 809 1
Average rate paid - 30-day
U.S. commercial paper
non-financial
Fixed rate received - U.S.$ rate - - - - 5.2% - 5.2%
Wal-Mart Stores, Inc. Annual Report - Page 22
Interest Rate Sensitivity
As of January 31, 1998
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 $1,268 $802 $559 $3,747 $8,230 $8,639
Average interest rate
- U.S.$ 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 50 382 596 660
Fixed interest rate
- U.S.$ 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 swap
Pay variable/receive fixed - - 500 - - - 500 -
Average rate paid - 30-day
U.S. commercial paper
non-financial plus .134%
Fixed rate received
- U.S.$ rate - - 5.7% - - - 5.7%
Interest Rate Derivative Financial
Instruments Related to Real Estate
Investment Trust Obligation
Interest rate swap
Pay variable/receive fixed 34 38 41 45 49 378 585 17
Average pay rate - 30-day
U.S. commercial paper
non-financial
Fixed rate received
- U.S.$ rate 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0%
Interest rate swap
Pay variable/receive fixed - - - - - 230 230 20
Average rate paid - 6-month
U.S. LIBOR
Fixed rate received
- U.S.$ rate - - - - - 7.0% 7.0%
Interest Rate Derivative Financial
Instrument Related to Currency Swap
German Deutschemarks
Pay variable/receive variable - - - 1,101 - - 1,101 (1)
Average rate paid - 3-month
German Deutschemark LIBOR
minus .0676%
Average rate received - 30-day
U.S. commercial paper
non-financial
The Company routinely enters into forward currency exchange contracts in the
regular course of business to manage its exposure against foreign currency
fluctuations on cross-border purchases of inventory. These contracts are
generally for durations of six months or less. In addition, the Company entered
into two foreign currency swaps to hedge the net investment in Germany.
The following tables provide 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 United States dollar equivalents. For foreign currency forward exchange
agreements, the table presents the notional amounts and average exchange rates
by contractual maturity dates.
Wal-Mart Stores, Inc. Annual Report - Page 23
Foreign Currency Exchange Rate Sensitivity
As of January 31, 1999
Principal (Notional) Amount by Expected Maturity
Fair
value
(Amounts in millions) 2000 2001 2002 2003 2004 Thereafter Total 1/31/99
Forward Contracts to Sell Foreign
Currencies for U.S.$
Canadian Dollars
Notional amount 45 - - - - - 45 (1)
Average contract rate 1.5 - - - - - 1.5
German Deutschemarks
Notional amount 1 - - - - - 1 -
Average contract rate 1.8 - - - - - 1.8
Forward Contracts to Sell Foreign
Currencies for Hong Kong $
German Deutschemarks
Notional amount 1 - - - - - 1 -
Average contract rate 0.2 - - - - - 0.2
Average currency exchange rate 1.8 - - - - - 1.8
Currency Swap Agreements
Payment of German Deutschemarks
Notional amount - - - 1,101 - - 1,101 (43)
Average contract rate - - - 1.8 - - 1.8
Payment of German Deutschemarks
Notional amount - - - - 809 - 809 18
Average contract rate - - - - 1.7 - 1.7
Foreign Currency Exchange Rate Sensitivity
As of January 31, 1998
Principal (Notional) Amount by Expected Maturity
Fair
value
(Amounts in millions) 1999 2000 2001 2002 2003 Thereafter Total 1/31/98
<S
Forward Contracts to Sell Foreign
Currencies for U.S.$
Canadian Dollars
Notional amount 24 - - - - - 24 -
Average contract rate 1.4 - - - - - 1.4
German Deutschemarks
Notional amount 2 - - - - - 2 -
Average contract rate 1.8 - - - - - 1.8
Forward Contracts to Sell Foreign
Currencies for Hong Kong $
German Deutschemarks
Notional amount 1 - - - - - 1 -
Average contract rate 0.2 - - - - - 0.2
Average currency exchange rate 1.8 - - - - - 1.8
Currency Swap Agreements
Payment of German Deutschemarks
Notional amount - - - - 1,101 - 1,101 (1)
Average contract rate - - - - 1.8 - 1.8
Wal-Mart Stores, Inc. Annual Report - Page 24
International Operations
The Company's foreign operations are comprised of wholly-owned operations
in Argentina, Canada, Germany and Puerto Rico; joint ventures in China
and Korea; and majority-owned subsidiaries in Brazil and Mexico. As a
result, the Company's 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 the Company does business. The Company
minimizes exposure to the risk of devaluation of foreign currencies by
operating in local currencies and through buying forward contracts, where
feasible, for known transactions.
All foreign operations are measured in their local currencies with the
exception of Mexico, which operates in a highly-inflationary economy and
reports operations using United States dollars. Beginning in fiscal 2000,
Mexico will no longer be considered a highly-inflationary economy and
will begin reporting its operations in its local currency. The Company
does not anticipate there will be a material impact on the consolidated
or International segment's results of operations or financial position as
a result of the change. In fiscal 1999, the foreign currency translation
adjustment increased by $36 million to $509 million primarily due to the
exchange rates in Brazil and Canada, and in fiscal 1998, the foreign
currency translation adjustment increased by $73 million to $473 million
primarily due to the exchange rate in Canada.
The International segment's operating profit increased from $262 million
in fiscal 1998 to $551 million in fiscal 1999. As noted above, the
results for fiscal 1999 include the operating profit of Cifra and
Wertkauf. Because the acquisitions occurred during the last half of
fiscal 1998, the additional operating profit resulting from these
acquisitions accounts for a part of the increase in the International
segment's operating profit.
Liquidity and Capital Resources
Cash Flows Information
Cash flows from operating activities were $7,580 million in fiscal 1999,
up from $7,123 million in fiscal 1998. In fiscal 1999, the Company
invested $3,734 million in capital assets, paid dividends of $693
million, and had a net cash outlay of $855 million for acquisitions.
Acquisitions include the purchase of six undeveloped sites and four units
in Korea which had been operated by Korea Makro, and 74 Interspar
hypermarkets in Germany from Spar Handels AG. See Note 6 of Notes to
Consolidated Financial Statements for additional information on
acquisitions.
Company Stock Purchase and Common Stock Dividends
In fiscal 1999, the Company repurchased over 21 million shares of its
common stock for $1,202 million. In March of 1999 the Company announced
plans to increase the existing common stock repurchase program by $1.2
billion, resulting in a total outstanding authorization of $2 billion.
Additionally, the Company increased the dividend 29% to $.20 per share
(after the two-for-one common stock split, which was also announced in
March of 1999) for fiscal 2000. This marks the 27th consecutive yearly
increase in dividends.
Borrowing Information
The Company had committed lines of credit with 78 banks, aggregating
$1,872 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 were sufficient to finance the seasonal
buildups in merchandise inventories and other cash requirements.
The Company anticipates generating sufficient operating cash flow to pay
the increased dividend and to fund all capital expenditures. Accordingly,
management does not plan to finance future capital expenditures with
debt. However, the Company plans 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. The Company anticipates no
difficulty in obtaining long-term financing in view of an excellent
credit rating and favorable experiences in the debt market in the recent
past. In addition to the available credit lines mentioned above, the
Company may sell up to $501 million of public debt under shelf
registration statements previously filed with the United States
Securities and Exchange Commission.
Expansion
Domestically, the Company plans to open approximately 40 new Wal-Mart
stores and approximately 150 new Supercenters. Relocations or expansions
of existing discount stores will account for 90 of the Supercenters,
while approximately 60 will be new locations. Due to the positive
customer feedback on the Neighborhood Market concept, which is being
tested in four locations, the Company plans to expand the test to
additional areas. Also planned for fiscal 2000 are ten to fifteen new
SAM'S Clubs, including six relocations. In addition, the Company will
remodel approximately 140 of the existing SAM'S Clubs and expand one
unit. In order to serve these and future developments, the Company will
begin shipping from three new distribution centers in the next fiscal
year. Internationally, plans are to develop 75 to 80 new retail units.
These stores are planned in Argentina, Brazil, Canada, China, Korea,
Mexico, and Puerto Rico. Total planned growth represents approximately 34
million square feet of net additional retail space.
Total planned capital expenditures for fiscal 2000 approximate $4.9
billion. We plan to finance our expansion primarily with operating cash
flows.
Year 2000 Issue State of Readiness
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 a 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 been evaluating and adjusting all of its known date-sensitive
systems and equipment for Year 2000 compliance, including those systems
and equipment which support the Company's International segment. The
assessment phase of the Year 2000 project is substantially complete and
Wal-Mart Stores, Inc. Annual Report - Page 25
included both information technology, such as point-of-sale computer
systems, as well as non-information technology equipment, such as
warehouse conveyor systems. All internal coding conversions are complete.
Some third-party applications representing less than 1% of the total
application inventory remain to be converted, these applications are
dependent on vendor upgrade availability and will be completed by October
1999. Virtually all the conversions were performed or are expected to be
performed by Company associates.
The next phase of the Company's Year 2000 project, complete system
testing, began during the second quarter of fiscal 1999. The first phase
of testing has been completed on critical systems. Thus far, no
significant issues have been detected in the testing. A second, more
comprehensive phase of testing, is scheduled for the March 1999 to July
1999 timeframe. A final test cycle is planned for October 1999 to ensure
all version levels, upgrades, new releases and enhancements are Year 2000
compliant.
The total incremental estimated cost directly related to the Year 2000
remedy is $27 million. Approximately $17.5 million of the cost is related
to reprogramming, replacement, extensive testing and validation of
software, which is being expensed as incurred, while approximately $9.5
million is related to acquisition of hardware. Approximately $8 million
of the $27 million cost of conversion has been incurred as of the end of
the fourth quarter of fiscal 1999. The majority of the remaining costs
include future testing of the systems and the purchase of additional
equipment. All of these costs are being funded through operating cash
flows. These costs are not a significant component of the Company's
overall information technology budget. The Company's Information Systems
Division did not defer any information technology projects last year to
address the Year 2000 issue. During fiscal 2000 the Company still plans
to complete and implement over half of the normal project load in
priority sequence.
In addition to internal Year 2000 implementation activities, the Company
is communicating with other companies with which our systems interface or
on which it relies to determine the extent to which those companies are
addressing their Year 2000 compliance. Testing began during the third
quarter of fiscal year 1999 and will be substantially complete by October
31, 1999. Thus far, no significant issues have been detected in the
testing process. There can be no assurance that there will not be an
adverse effect on the Company if third parties, such as utility companies
or merchandise suppliers, do not convert their systems in a timely manner
and in a way that is compatible with the Company's systems. However,
management believes that ongoing communication with and assessment of
these third parties should minimize these risks.
The Company anticipates minimal business disruption will occur as a
result of Year 2000 issues; however, possible consequences include, but
are not limited to, loss of communications links with certain store
locations, loss of electric power, inability to process transactions,
send purchase orders, or engage in similar normal business activities. In
addition, since there is no uniform definition of Year 2000 compliance
and not all customer situations can be anticipated, the Company may
experience an increase in sales returns of merchandise that may contain
hardware or software components. If returns of merchandise increase, such
returns are not expected to be material to the Company's financial
condition.
Although the Company has not finalized its contingency plans for possible
Year 2000 issues, initial analysis and planning is underway. Where
needed, the Company will establish contingency plans based on its actual
testing experience with its supplier base and assessment of outside
risks. The Company anticipates the majority of its contingency plans to
be in place by October 31, 1999.
The cost of the conversions and the completion dates are based on
management's best estimates and may be updated as additional information
becomes available. Readers are referred to the next section of this
report, which addresses forward-looking statements made by the Company.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements made by or on behalf of the
Company. Certain statements contained in Management's Discussion and
Analysis and in other Company filings are forward-looking statements.
These statements discuss, among other things, expected growth, future
revenues, future cash flows and future performance. The forward-looking
statements are subject to risks and uncertainties including but not
limited to the cost of goods, competitive pressures, inflation, consumer
debt levels, currency exchange fluctuations, trade restrictions, changes
in tariff and freight rates, Year 2000 issues, interest rate fluctuations
and other capital market conditions, and other risks indicated in the
Company's filings with the United States Securities and Exchange
Commission. Actual results may materially differ from anticipated results
described in these statements.
Wal-Mart Stores, Inc. Annual Report - Page 26
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in millions except per share data)
Fiscal years ended January 31, 1999 1998 1997
Revenues:
Net sales $137,634 $117,958 $104,859
Other income-net 1,574 1,341 1,319
139,208 119,299 106,178
Costs and Expenses:
Cost of sales 108,725 93,438 83,510
Operating, selling and general
and administrative expenses 22,363 19,358 16,946
Interest Costs:
Debt 529 555 629
Capital leases 268 229 216
131,885 113,580 101,301
Income Before Income Taxes,
Minority Interest and Equity
in Unconsolidated Subsidiaries 7,323 5,719 4,877
Provision for Income Taxes
Current 3,380 2,095 1,974
Deferred (640) 20 (180)
2,740 2,115 1,794
Income Before Minority Interest
and Equity in Unconsolidated
Subsidiaries 4,583 3,604 3,083
Minority Interest and Equity
in Unconsolidated Subsidiaries (153) (78) (27)
Net Income $ 4,430 $ 3,526 $ 3,056
Net Income Per Share - Basic
and Dilutive $0.99 $0.78 $0.67
Average Number of Common Shares:
Basic 4,464 4,516 4,585
Dilutive 4,485 4,533 4,592
See accompanying notes.
Wal-Mart Stores, Inc. Annual Report - Page 27
CONSOLIDATED BALANCE SHEETS
(Amounts in millions)
January 31, 1999 1998
Assets
Current Assets:
Cash and cash equivalents $ 1,879 $1,447
Receivables 1,118 976
Inventories
At replacement cost 17,549 16,845
Less LIFO reserve 473 348
Inventories at LIFO cost 17,076 16,497
Prepaid expenses and other 1,059 432
Total Current Assets 21,132 19,352
Property, Plant and Equipment, at Cost:
Land 5,219 4,691
Building and improvements 16,061 14,646
Fixtures and equipment 9,296 7,636
Transportation equipment 553 403
31,129 27,376
Less accumulated depreciation 7,455 5,907
Net property, plant and equipment 23,674 21,469
Property Under Capital Lease:
Property under capital lease 3,335 3,040
Less accumulated amortization 1,036 903
Net property under capital leases 2,299 2,137
Other Assets and Deferred Charges 2,891 2,426
Total Assets $49,996 $45,384
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 10,257 $ 9,126
Accrued liabilities 4,998 3,628
Accrued income taxes 501 565
Long-term debt due within one year 900 1,039
Obligations under capital leases
due within one year 106 102
Total Current Liabilities 16,762 14,460
Long-Term Debt 6,908 7,191
Long-Term Obligations Under Capital Leases 2,699 2,483
Deferred Income Taxes and Other 716 809
Minority Interest 1,799 1,938
Shareholders' Equity
Preferred stock ($.10 par value; 100
shares authorized, none issued)
Common stock ($.10 par value; 5,500
shares authorized, 4,448 and 2,241
issued and outstanding in 1999 and
1998, respectively) 445 224
Capital in excess of par value 435 585
Retained earnings 20,741 18,167
Other accumulated comprehensive income (509) (473)
Total Shareholders' Equity 21,112 18,503
Total Liabilities and Shareholders' Equity $49,996 $45,384
See accompanying notes.
Wal-Mart Stores, Inc. Annual Report - Page 28
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Other
Capital in accumulated
(Amounts in millions Number Common excess of Retained comprehensive
except per share data) of shares stock par value earnings income Total
Balance - January 31, 1996 2,293 $ 229 $ 545 $ 14,394 ($ 412) $ 14,756
Comprehensive Income
Net income 3,056 3,056
Other accumulated comprehensive income
Foreign currency translation adjustment 12 12
Total Comprehensive income $ 3,068
Cash dividends ($.11 per share) (481) (481)
Purchase of Company stock (8) (7) (201) (208)
Stock options exercised and other (1) 9 8
Balance - January 31, 1997 2,285 228 547 16,768 (400) 17,143
Comprehensive Income
Net income 3,526 3,526
Other accumulated comprehensive income
Foreign currency translation adjustment (73) (73)
Total Comprehensive income $ 3,453
Cash dividends ($.14 per share) (611) (611)
Purchase of Company stock (47) (5) (48) (1,516) (1,569)
Stock options exercised and other 3 1 86 87
Balance - January 31, 1998 2,241 224 585 18,167 (473) 18,503
Comprehensive Income
Net income 4,430 4,430
Other accumulated comprehensive income
Foreign currency translation adjustment (36) (36)
Total Comprehensive income $ 4,394
Cash dividends ($.16 per share) (693) (693)
Purchase of Company stock (21) (2) (37) (1,163) (1,202)
Two-for-one stock split
(announced March 4, 1999) 2,224 223 (223)
Stock options exercised and other 4 110 110
Balance - January 31, 1999 4,448 $445 $435 $20,741 ($ 509) $ 21,112
See accompanying notes.
Wal-Mart Stores, Inc. Annual Report - Page 29
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in millions)
Fiscal years ended January 31, 1999 1998 1997
Cash flows from operating activities
Net Income $4,430 $3,526 $3,056
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 1,872 1,634 1,463
Increase in accounts receivable (148) (78) (58)
(Increase)/decrease in inventories (379) (365) 99
Increase in accounts payable 1,108 1,048 1,208
Increase in accrued liabilities 1,259 1,329 430
Deferred income taxes (640) 20 (180)
Other 78 9 (88)
Net cash provided by operating activities 7,580 7,123 5,930
Cash flows from investing activities
Payments for property, plant
and equipment (3,734) (2,636) (2,643)
Proceeds from sale of photo
finishing plants - - 464
Acquisitions (855) (1,865) -
Other investing activities 171 80 111
Net cash used in investing activities (4,418) (4,421) (2,068)
Cash flows from financing activities
Decrease in commercial paper - - (2,458)
Proceeds from issuance of long-term debt 536 547 -
Net proceeds from formation of Real Estate
Investment Trust - - 632
Purchase of Company stock (1,202) (1,569) (208)
Dividends paid (693) (611) (481)
Payment of long-term debt (1,075) (554) (541)
Payment of capital lease obligations (101) (94) (74)
Other financing activities (195) 143 68
Net cash used in financing activities (2,730) (2,138) (3,062)
Net increase in cash and cash equivalents 432 564 800
Cash and cash equivalents at
beginning of year 1,447 883 83
Cash and cash equivalents at end of year $1,879 $1,447 $883
Supplemental disclosure of cash
flow information
Income tax paid $3,458 $1,971 $1,791
Interest paid 805 796 851
Capital lease obligations incurred 347 309 326
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
During fiscal 1999, the Company adopted Statement of Position (SOP) 98-5,
"Reporting on the Costs of Start-Up Activities." The SOP requires that
the costs of start-up activities, including organization costs, be
expensed as incurred. The impact of the adoption of SOP 98-5 was $8
million net of taxes. Due to the immateriality to the Company's results
of operations, the initial application was not reported as a cumulative
effect of a change in an accounting principle. The impact of the change
did not have a material effect on any of the years presented.
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 $41 million, $33 million and $44 million in 1999, 1998
and 1997, 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 financing and global
operating activities. Contracts that effectively meet risk reduction and
correlation criteria are recorded using hedge accounting. Unrealized
gains and losses resulting from market movements are not recognized.
Hedges of firm commitments are deferred and recognized when the hedged
transaction occurs.
Goodwill and other acquired intangible assets
Goodwill and other acquired intangible assets are amortized on a straight-
line basis over the periods that expected economic benefits will be
provided. Management estimates such periods of economic benefits using
factors such as entry barriers in certain countries, operating rights and
estimated lives of other operating assets acquired. The realizability of
goodwill and other intangibles is evaluated periodically when events or
circumstances indicate a possible inability to recover the carrying
amount. Such evaluation is based on cash flow and profitability
projections that incorporate the impact of existing Company businesses.
The analyses necessarily involve significant management judgment to
evaluate the capacity of an acquired business to perform within
projections. Historically, the Company has generated sufficient returns
from acquired businesses to recover the cost of the goodwill and other
intangible assets. Goodwill and other acquired intangible assets, net of
accumulated amortization, included in the consolidated balance sheets is
$2,538 million and $1,887 million in 1999 and 1998, respectively.
Long-lived assets
The Company periodically reviews long-lived assets and certain intangible
assets when indicators of impairments exist and if the value of the
assets is impaired, an impairment loss would be recognized.
Comprehensive income
In fiscal 1999, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income." This statement
establishes standards for reporting and display of comprehensive income
and its components. The Company has reclassified all years presented to
reflect comprehensive income and its components in the consolidated
statements of shareholders' equity.
Stock split
On March 4, 1999, the Company announced a two-for-one stock split issued
in the form of a 100% stock dividend. The date of record is March 19,
1999, and it will be distributed April 19, 1999. Consequently, the stock
option data and per share data have been restated to reflect the stock
split.
Advertising costs
Advertising costs are expensed as incurred and were $405 million, $292
million and $249 million in 1999, 1998 and 1997, 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 is
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 and other acquired intangible assets 20-40 years
Costs of computer software
In March 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-1, "Accounting For the Costs of Computer
Software Developed For or Obtained For Internal Use." The SOP will be
effective for the Company beginning February 1, 1999. The SOP will
require the capitalization of certain costs incurred in connection with
developing or obtaining software for internal use. Currently, costs
related to developing internal-use software are expensed as incurred. The
Company does not anticipate there will be a material impact on the
results of operations or financial position after SOP 98-1 is adopted.
Wal-Mart Stores, Inc. Annual Report - Page 31
Accounting for derivative instruments and hedging activities
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities."
The Statement will be effective for the Company beginning February 1,
2000. The new Statement requires all derivatives to be recorded on the
balance sheet at fair value and establishes accounting treatment for
three types of hedges: hedges of changes in the fair value of assets,
liabilities, or firm commitments; hedges of the variable cash flows of
forecasted transactions; and hedges of foreign currency exposures of net
investments in foreign operations. The Company is analyzing the
implementation requirements and currently does not anticipate there will
be a material impact on the results of operations or financial position
after the adoption of Statement No. 133.
Net income per share
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 dilutive effect of stock
options.
Foreign currency translation
The assets and liabilities of most foreign subsidiaries are translated at
current exchange rates and any related translation adjustments are
recorded as a component of accumulated comprehensive income. Operations
in Mexico operate in highly inflationary economies and certain assets are
translated at historical exchange rates and all translation adjustments
are reflected in the Consolidated Statements of Income. Beginning in
fiscal 2000, Mexico will no longer be considered highly inflationary and
will begin reporting operations in local currency.
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 presentations.
2 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 and a 401(k) plan 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 $388 million, $321 million and $247 million in 1999,
1998 and 1997, respectively.
3 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, 1999 1998 1997
Maximum amount outstanding at month-end $1,976 $1,530 $2,209
Average daily short-term borrowings 256 212 1,091
Weighted average interest rate 5.1% 5.6% 5.3%
At January 31, 1999 and 1998, there were no short-term borrowings
outstanding. At January 31, 1999, the Company had committed lines of
credit of $1,872 million with 78 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):
Wal-Mart Stores, Inc. Annual Report - Page 32
Fiscal years ended January 31, 1999 1998
8.625% Notes due April 2001 $750 $750
5.875% Notes due October 2005 597 597
5.850% Notes due June 2018 with
biannual put options 500 -
5.650% Notes due February 2010
with biannual put options 500 500
7.500% Notes due May 2004 500 500
9.100% Notes due July 2000 500 500
6.500% Notes due June 2003 454 454
7.250% Notes due June 2013 445 445
7.800% - 8.250% Obligations from sale/leaseback
transactions due 2014 427 458
6.750% Notes due May 2002 300 300
7.000% - 8.000% Obligations from sale/leaseback
transactions due 2013 292 306
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
6.375% Notes due March 2003 228 228
6.750% Eurobond due May 2002 200 200
6.875% Eurobond due June 1999 - 250
6.125% Notes due October 1999 - 500
Other 215 203
$6,908 $7,191
The Company has $1 billion of outstanding debt with imbedded put options.
Beginning in fiscal 2001, and every second year thereafter the holders of
the debt may require the Company to repurchase the debt at face value.
Long-term debt is unsecured except for $182 million which is
collateralized by property with an aggregate carrying value of
approximately $347 million. Annual maturities of long-term debt during
the next five years are (in millions):
Fiscal years ended Annual
January 31, maturity
2000 $ 900
2001 1,284
2002 801
2003 558
2004 285
Thereafter 3,980
The Company has agreed to observe certain covenants under the terms of
its note agreements, the most restrictive of which relate 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 underlying 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, 1999,
are (in millions):
Fiscal years ended Minimum
January 31, rentals
2000 $104
2001 100
2002 94
2003 98
2004 93
Thereafter 724
At January 31, 1999 and 1998, the Company had letters of credit
outstanding totaling $767 million and $673 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 $501 million.
4 Financial Instruments
Interest rate instruments
The Company enters into interest rate swaps to minimize the risks and
costs associated with its financing activities. The swap agreements are
contracts to exchange fixed or variable rate interest for fixed or
variable 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 due to credit loss.
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. These instruments are not recorded on the balance sheet,
and as of January 31, 1999 and 1998, are as follows:
Wal-Mart Stores, Inc. Annual Report - Page 33
Notional amount Maturity Rate Rate Fair
(in millions) date received paid value
January 31, 1999
$ 551 2007 7.0% 30-day U.S. commercial $44
paper non-financial
500 2001 5.9% 30-day U.S. commercial 5
paper non-financial
plus .245%
500 2001 5.7% 30-day U.S. commercial 10
paper non-financial
plus .134%
1,101 2003 5.8% 30-day U.S. commercial 28
paper non-financial
1,101 2003 30-day U.S. commercial 3-month German DEM (43)
paper non-financial LIBOR minus .0676%
1,101 2003 3-month German DEM 4.5% - DEM rate (58)
LIBOR minus .0676%
809 2004 5.2% 30-day U.S. commercial 1
paper non-financial
809 2004 30-day U.S. commercial 3-month German DEM 18
paper non-financial LIBOR minus .055%
809 2004 3-month German DEM 3.4% - DEM rate 3
LIBOR minus .055%
230 2027 7.0% 6-month U.S. LIBOR 30
January 31, 1998
$ 585 2007 7.0% 30-day U.S. commercial $17
paper non-financial
500 2001 5.7% 30-day U.S. commercial -
paper non-financial
plus .134%
1,101 2003 30-day U.S. commercial 3-month German DEM (1)
paper non-financial LIBOR minus .0676%
230 2027 7.0% 6-month U.S. LIBOR 20
Foreign exchange instruments
The Company has entered into two foreign currency swap agreements to hedge its
net investment in Germany. In fiscal 1998, the Company entered into a foreign
currency swap where it will pay 1,960 million in German Deutschemarks in 2003
and will receive $1,101 million in United States Dollars. In fiscal 1999, the
Company entered into a foreign currency swap where it will pay 1,360 million in
German Deutschemarks in 2004 and will receive $809 million in United States
Dollars.
The Company routinely enters into forward currency exchange contracts in the
regular course of business to manage its exposure against foreign currency
fluctuations on cross-border purchases of inventory. These contracts are
generally for short durations of six months or less and are insignificant to the
Company's operations or financial position. There were approximately $46 million
notional outstanding at January 31, 1999.
Fair value of financial instruments
Cash and cash equivalents: The carry 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 $8,323 million at January 31, 1999 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 external sources.
5 Income Taxes
The income tax provision consists of the following (in millions):
Fiscal years ended January 31, 1999 1998 1997
Current
Federal $ 3,043 $ 1,891 $ 1,769
State and local 254 186 201
International 83 18 4
Total current tax provision 3,380 2,095 1,974
Deferred
Federal (655) (5) (97)
State and local (28) (2) (9)
International 43 27 (74)
Total deferred tax provision (640) 20 (180)
Total provision for income taxes $ 2,740 $ 2,115 $ 1,794
Wal-Mart Stores, Inc. Annual Report - Page 34
Items that give rise to significant portions of the deferred tax accounts
at January 31, are as follows (in millions):
Fiscal years ended January 31, 1999 1998 1997
Deferred tax liabilities:
Property, plant and equipment $ 695 $ 797 $ 721
Inventory 286 275 145
International, principally asset
basis differences 272 387 83
Other 36 33 45
Total deferred tax liabilities 1,289 1,492 994
Deferred tax assets:
Amounts accrued for financial
reporting purposes not yet
deductible for tax purposes 985 441 295
Capital leases 188 190 169
International, asset basis and
loss carryforwards 143 258 314
Deferred revenue 66 89 113
Other 184 108 68
Total deferred tax assets 1,566 1,086 959
Net deferred tax (assets)
liabilities $ (277) $ 406 $ 35
A reconciliation of the significant differences between the effective
income tax rate and the federal statutory rate on pretax income follows:
Fiscal years ended January 31, 1999 1998 1997
Statutory tax rate 35.0% 35.0% 35.0%
State income taxes, net of
federal income tax benefit 2.0% 2.1% 2.2%
International (0.5%) (0.3%) (1.5%)
Other 0.9% 0.2% 1.1%
37.4% 37.0% 36.8%
6 Acquisitions
On January 1, 1999, the Company took possession of 74 units from the
Interspar hypermarket chain in Germany. The units were acquired from Spar
Handels AG, a German company that owns multiple retail formats and
wholesale operations throughout Germany. The transaction closed on
December 29, 1998; therefore, the assets are included in the Company's
consolidated balance sheet and the results of operations will be included
beginning in fiscal 2000. The transaction has been recorded as a
purchase. The net assets and liabilities acquired are recorded at fair
value. Resulting goodwill is being amortized over 40 years.
In July 1998, the Company extended its presence in Asia with an
investment in Korea. The Company acquired a majority interest in four
units as well as six undeveloped sites. The four units were previously
operated by Korea Makro. The transaction has been accounted for as a
purchase. The new assets and liabilities acquired are recorded at fair
value. The goodwill is being amortized over 40 years. The results of
operations since the effective date of the acquisition have been included
in the Company's results.
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.
The Company then acquired 593,100,000 shares of the Series "A" Common
Shares and Series "B" Common Shares of Cifra, for approximately $1.2
billion. 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 a majority interest 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 are included in fiscal 1999.
Wal-Mart Stores, Inc. Annual Report - Page 35
In December 1997, the Company acquired the minority interest in its
Brazilian joint venture from Lojas Americanas, and then sold a lesser
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):
1999 1998
Cash and cash equivalents $137 $ 500
Receivables - 97
Inventories 200 266
Net property, plant and equipment 219 2,105
Goodwill and other acquired
intangible assets 576 1,213
Accounts payable (112) (431)
Accrued liabilities (60) (132)
Deferred income taxes 32 (353)
Minority interest (22) (705)
Other 22 31
992 2,591
Investment in unconsolidated
Mexican subsidiary exchanged - (226)
Total cash purchase price $992 $ 2,365
7 Stock Option Plans
At January 31, 1999, 131 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.
Generally, 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," (FAS No. 123) 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 FAS No.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 4.4%, dividend yields between 0.4% and 1.2%, volatility factors
between .23 and .29, 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 single measure of
the fair value of its associate stock options. Using the Black-Scholes
option evaluation model, the weighted average value of options granted
during the years ending January 31, 1999, 1998 and 1997, were $14, $7 and
$4 per option, respectively.
The effect of applying the fair value method of FAS No. 123 to the stock
option grants subsequent to February 1, 1995, 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)
1999 1998 1997
Pro forma net income $ 4,397 $ 3,504 $ 3,042
Pro forma earnings
per share - basic $ 0.98 $ 0.78 $ 0.66
- dilutive $ 0.98 $ 0.77 $ 0.66
The following table summarizes information about stock options outstanding as of
January 31, 1999.
Weighted Weighted Weighted
average average average
Range of Number of remaining exercise price Number of exercise price
exercise outstanding life of outstanding options of exercisable
prices options (Years) options exercisable options
$ 4.39 to 5.33 1,544,000 1.0 $ 5.30 1,538,000 $ 5.30
6.63 to 8.84 1,155,000 1.9 7.25 831,000 7.25
10.00 to 14.88 35,277,000 6.5 12.03 8,869,000 12.37
15.41 to 19.97 11,726,000 9.0 19.30 1,113,000 19.13
20.88 to 34.53 716,000 9.5 28.79 6,000 20.88
39.88 to 43.00 5,740,000 10.0 39.90 - -
$ 4.39 to 43.00 56,158,000 7.2 $16.32 12,357,000 $12.78
Wal-Mart Stores, Inc. Annual Report - Page 36
Further information concerning the options is as follows:
Option price Weighted average
Shares per share price per share Total
January 31, 1996 44,058,000 $2.47-15.41 $ 10.84 $ 477,389,000
(10,022,000 shares exercisable)
Options granted 22,932,000 11.13-12.63 11.60 265,931,000
Options canceled (4,220,000) 2.89-15.41 11.64 (49,109,000)
Options exercised (1,998,000) 2.47-12.88 5.17 (10,327,000)
January 31, 1997 60,772,000 3.25-15.41 11.26 683,884,000
(12,896,000 shares exercisable)
Options granted 10,526,000 12.44-19.97 18.93 199,309,000
Options canceled (3,604,000) 3.25-17.53 11.72 (42,251,000)
Options exercised (7,038,000) 3.25-15.41 9.62 (67,729,000)
January 31, 1998 60,656,000 3.60-19.97 12.75 773,213,000
(13,462,000 shares exercisable)
Options granted 9,256,000 12.63-43.00 33.02 305,646,000
Options canceled (4,254,000) 4.39-39.88 13.74 (58,436,000)
Options exercised (9,500,000) 3.59-19.09 10.92 (103,748,000)
January 31, 1999 56,158,000 $4.39-43.00 $ 16.32 $916,675,000
(12,357,000 shares exercisable)
Shares available for option:
January 31, 1998 80,258,000
January 31, 1999 75,256,000
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 $654 million, $596
million and $561 million in 1999, 1998 and 1997, respectively. Aggregate
minimum annual rentals at January 31, 1999, under non-cancelable leases
are as follows (in millions):
Fiscal Operating Capital
year leases leases
1999 $ 394 $ 349
2000 371 370
2001 358 370
2002 337 366
2003 324 365
Thereafter 2,745 3,504
Total minimum rentals $ 4,529 5,324
Less estimated executory costs 69
Net minimum lease payments 5,255
Less imputed interest at rates ranging
from 6.1% to 14.0% 2,450
Present value of minimum lease payments $ 2,805
Certain of the leases provide for contingent additional rentals based on
percentage of sales. Such additional rentals amounted to $49 million, $46
million and $51 million in 1999, 1998 and 1997, 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
47 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 $49 million annually over the lease terms.
Wal-Mart Stores, Inc. Annual Report - Page 37
9 Segments
The Company and its subsidiaries are principally engaged in the operation
of mass merchandising stores located in all 50 states, Argentina, Canada,
Germany, and Puerto Rico, and through joint ventures in China and Korea,
and through majority-owned subsidiaries in Brazil and Mexico.
The Company identifies 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, China and Korea are consolidated
using a December 31 fiscal year end, generally due to statutory reporting
requirements. The Company's operations in Canada and Puerto Rico are
consolidated using a January 31 fiscal year end. 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 31,1999
Wal-Mart
Stores SAM'S Club International Other Consolidated
Revenues from
external customers $ 95,395 $ 22,881 $ 12,247 $ 7,111 $ 137,634
Intercompany real estate
charge (income) 1,502 355 (1,857)
Depreciation and
amortization 716 111 252 793 1,872
Operating income 7,075 707 551 (213) 8,120
Interest expense 797
Income before income taxes
and minority interest 7,323
Total assets $ 16,950 $ 2,834 $ 9,537 $20,675 $ 49,996
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 $ 16,229 $ 2,933 $ 7,390 $18,832 $ 45,384
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 $ 15,387 $ 3,115 $ 2,887 $18,215 $ 39,604
International long-lived assets excluding goodwill are $4,044 million,
$3,537 million and $1,199 million in 1999, 1998 and 1997, respectively.
Additions to international long-lived assets are $732 million, $2,401
million and $317 million in 1999, 1998 and 1997, 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 segments. McLane is not a significant segment and
therefore, results are not presented separately.
Wal-Mart Stores, Inc. Annual Report - Page 38
10 Quarterly Financial Data (unaudited)
Quarters ended
Amounts in millions (except
per share information) April 30, July 31, October 31, January 31,
1999
Net sales $29,819 $33,521 $33,509 $40,785
Cost of sales 23,526 26,422 26,380 32,397
Net income 828 1,034 1,009 1,559
Net income per share,
basic and dilutive $.18 $.23 $.23 $.35
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 $.14 $.18 $.17 $.29
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. as of January 31, 1999 and 1998, and the related
consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended January 31, 1999. 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, 1999 and 1998, and
the consolidated results of their operations and their cash flows for
each of the three years in the period ended January 31, 1999, in
conformity with generally accepted accounting principles.
/s/Ernst & Young LLP
Ernst & Young LLP
Tulsa, Oklahoma
March 24, 1999
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,
1999 1998
Quarter Ended Hi Low Hi Low
April 30 $26.94 $20.41 $14.94 $11.56
July 31 $34.50 $24.97 $19.28 $14.13
October 31 $34.53 $26.56 $19.38 $16.09
January 31 $43.00 $33.44 $20.88 $18.03
Dividends Paid Per Share **
Fiscal years ended January 31,
Quarterly
1999 1998
April 6 $0.0388 April 9 $0.0338
July 13 $0.0388 July 14 $0.0338
October 12 $0.0388 October 14 $0.0338
January 11 $0.0388 January 12 $0.0338
[FN]
<F1>
** Restated to reflect the two-for-one stock split announced March 4,
1999, with date of record of March 19, 1999. The stock split is
payable on April 19, 1999.