Delaware
|
71-0415188
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
702
S.W. Eighth Street
Bentonville,
Arkansas
|
72716
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Three
Months Ended
October
31,
|
Nine
Months Ended
October
31,
|
||||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Revenues:
|
|||||||||||||
Net
sales
|
$
|
75,436
|
$
|
68,520
|
$
|
223,155
|
$
|
203,005
|
|||||
Other
income, net
|
817
|
762
|
2,371
|
2,227
|
|||||||||
|
76,253
|
69,282
|
225,526
|
205,232
|
|||||||||
Costs
and expenses:
|
|||||||||||||
Cost
of
sales
|
57,988
|
52,567
|
171,346
|
156,070
|
|||||||||
Operating,
selling, general and
administrative
expenses
|
14,216
|
12,931
|
41,511
|
37,369
|
|||||||||
Operating
income
|
4,049
|
3,784
|
12,669
|
11,793
|
|||||||||
Interest:
|
|||||||||||||
Debt
|
348
|
248
|
847
|
649
|
|||||||||
Capital
leases
|
60
|
57
|
174
|
189
|
|||||||||
Interest
income
|
(59
|
)
|
(64
|
)
|
(170
|
)
|
(149
|
)
|
|||||
Interest,
net
|
349
|
241
|
851
|
689
|
|||||||||
Income
before income taxes and minority
interest
|
3,700
|
3,543
|
11,818
|
11,104
|
|||||||||
Provision
for income taxes
|
1,254
|
1,207
|
3,969
|
3,853
|
|||||||||
Income
before minority interest
|
2,446
|
2,336
|
7,849
|
7,251
|
|||||||||
Minority
interest
|
(72
|
)
|
(50
|
)
|
(209
|
)
|
(148
|
)
|
|||||
Net
income
|
$
|
2,374
|
$
|
2,286
|
$
|
7,640
|
$
|
7,103
|
|||||
Net
income per common share:
|
|||||||||||||
Basic
|
$
|
0.57
|
$
|
0.54
|
$
|
1.82
|
$
|
1.67
|
|||||
Diluted
|
$
|
0.57
|
$
|
0.54
|
$
|
1.82
|
$
|
1.66
|
|||||
Weighted-average
number of common
shares:
|
|||||||||||||
Basic
|
4,165
|
4,242
|
4,189
|
4,266
|
|||||||||
Diluted
|
4,169
|
4,249
|
4,194
|
4,274
|
|||||||||
Dividends
declared per common share
|
$
|
—
|
$
|
—
|
$
|
0.60
|
$
|
0.52
|
October
31,
2005
|
October
31,
2004
|
January
31,
2005
|
||||||||
ASSETS
|
||||||||||
Cash
and cash equivalents
|
$
|
4,535
|
$
|
4,639
|
$
|
5,488
|
||||
Receivables
|
1,846
|
1,418
|
1,715
|
|||||||
Inventories
|
36,573
|
33,680
|
29,762
|
|||||||
Prepaid
expenses and other
|
1,970
|
1,574
|
1,841
|
|||||||
Total
current assets
|
44,924
|
41,311
|
38,806
|
|||||||
Property
and equipment, at cost
|
91,781
|
80,988
|
84,037
|
|||||||
Less
accumulated depreciation
|
20,883
|
18,545
|
18,637
|
|||||||
Property
and
equipment, net
|
70,898
|
62,443
|
65,400
|
|||||||
Property
under capital leases, net
|
3,086
|
2,627
|
2,718
|
|||||||
Goodwill
|
10,467
|
10,191
|
10,803
|
|||||||
Other
assets and deferred charges
|
2,424
|
2,485
|
2,427
|
|||||||
Total
assets
|
$
|
131,799
|
$
|
119,057
|
$
|
120,154
|
||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||||
Commercial
paper
|
$
|
6,774
|
$
|
7,569
|
$
|
3,812
|
||||
Accounts
payable
|
25,115
|
23,113
|
21,987
|
|||||||
Dividends
payable
|
645
|
537
|
—
|
|||||||
Accrued
liabilities
|
12,702
|
12,258
|
12,120
|
|||||||
Accrued
income taxes
|
650
|
525
|
1,281
|
|||||||
Long-term
debt due within one year
|
4,172
|
3,721
|
3,759
|
|||||||
Obligations
under capital leases due within one year
|
257
|
206
|
223
|
|||||||
Total
current liabilities
|
50,315
|
47,929
|
43,182
|
|||||||
Long-term
debt
|
23,249
|
19,099
|
20,087
|
|||||||
Long-term
obligations under capital leases
|
3,547
|
3,048
|
3,171
|
|||||||
Deferred
income taxes and other
|
3,391
|
2,626
|
2,978
|
|||||||
Minority
interest
|
1,379
|
1,261
|
1,340
|
|||||||
Commitments
and contingencies
|
||||||||||
Common
stock and capital in excess of par value
|
2,925
|
2,723
|
2,848
|
|||||||
Retained
earnings
|
45,495
|
40,850
|
43,854
|
|||||||
Accumulated
other comprehensive income
|
1,498
|
1,521
|
2,694
|
|||||||
Total
shareholders’ equity
|
49,918
|
45,094
|
49,396
|
|||||||
Total
liabilities and shareholders’ equity
|
$
|
131,799
|
$
|
119,057
|
$
|
120,154
|
Nine
Months Ended
October
31,
|
|||||||
2005
|
2004
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
7,640
|
$
|
7,103
|
|||
Adjustments
to
reconcile net income to net cash provided by operating
activities:
|
|||||||
Depreciation
and amortization
|
3,514
|
3,161
|
|||||
Other
|
567
|
311
|
|||||
Changes
in certain assets and liabilities, net of effects of
acquisitions:
|
|||||||
Increase
in
accounts receivable
|
(74
|
)
|
(44
|
)
|
|||
Increase
in
inventories
|
(6,673
|
)
|
(6,632
|
)
|
|||
Increase
in
accounts payable
|
3,182
|
3,099
|
|||||
Increase
(decrease) in accrued liabilities
|
(42
|
)
|
450
|
||||
Net
cash provided by operating activities
|
8,114
|
7,448
|
|||||
Cash
flows from investing activities:
|
|||||||
Payments
for
property and equipment
|
(10,405
|
)
|
(9,260
|
)
|
|||
Disposal
of
assets
|
739
|
742
|
|||||
Investment
in
international operations
|
(307
|
)
|
(315
|
)
|
|||
Other
investing activities
|
(122
|
)
|
(99
|
)
|
|||
Net
cash used in investing activities
|
(10,095
|
)
|
(8,932
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Increase
in
commercial paper
|
2,962
|
4,302
|
|||||
Proceeds
from
issuance of long-term debt
|
6,940
|
4,831
|
|||||
Dividends
paid
|
(1,887
|
)
|
(1,664
|
)
|
|||
Payment
of long-term debt
|
(2,722
|
)
|
(2,081
|
)
|
|||
Purchase
of
Company stock
|
(3,580
|
)
|
(4,398
|
)
|
|||
Other
financing activities
|
(615
|
)
|
(105
|
)
|
|||
Net
cash provided by financing activities
|
1,098
|
885
|
|||||
Effect
of exchange rates on cash
|
(70
|
)
|
39
|
||||
Net
decrease in cash and cash equivalents
|
(953
|
)
|
(560
|
)
|
|||
Cash
and cash equivalents at beginning of year
|
5,488
|
5,199
|
|||||
Cash
and cash equivalents at end of period
|
$
|
4,535
|
$
|
4,639
|
|||
Supplemental
disclosure of cash flow information:
|
|||||||
Income
taxes paid
|
$
|
4,630
|
$
|
4,597
|
|||
Interest
paid
|
$
|
1,057
|
$
|
918
|
Three
Months Ended
October
31,
|
Nine
Months Ended
October
31,
|
||||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Wal-Mart
Stores
|
$
|
50,243
|
$
|
45,888
|
$
|
149,693
|
$
|
136,373
|
|||||
SAM’S
CLUB
|
10,019
|
9,082
|
29,143
|
27,139
|
|||||||||
International
|
15,174
|
13,550
|
44,319
|
39,493
|
|||||||||
Total
net sales
|
$
|
75,436
|
$
|
68,520
|
$
|
223,155
|
$
|
203,005
|
Three
Months Ended
October
31,
|
Nine
Months Ended
October
31,
|
||||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Wal-Mart
Stores
|
$
|
3,312
|
$
|
3,115
|
$
|
10,610
|
$
|
9,921
|
|||||
SAM’S
CLUB
|
342
|
306
|
1,008
|
925
|
|||||||||
International
|
797
|
698
|
2,214
|
2,009
|
|||||||||
Other
|
(402
|
)
|
(335
|
)
|
(1,163
|
)
|
(1,062
|
)
|
|||||
Operating
income
|
4,049
|
3,784
|
12,669
|
11,793
|
|||||||||
Interest
expense, net
|
349
|
241
|
851
|
689
|
|||||||||
Income
before income taxes and
minority interest
|
$
|
3,700
|
$
|
3,543
|
$
|
11,818
|
$
|
11,104
|
October
31,
2005
|
October
31,
2004
|
January
31,
2005
|
||||||||
International
|
$10,162
|
$9,886
|
$10,498
|
|||||||
SAM’S
CLUB
|
305
|
305
|
305
|
|||||||
Total
goodwill
|
$
|
10,467
|
$
|
10,191
|
$
|
10,803
|
· |
Net
sales for the third quarter of fiscal 2006 increased 10.1% to $75.4
billion from $68.5 billion in the third quarter of fiscal
2005.
|
· |
Net
income increased 3.8% to $2.4 billion, or $0.57 per share, in the
third
quarter of fiscal 2006. Net income for the third quarter of fiscal
2006
included three items netting to an unfavorable after tax impact of
$80
million or $0.02 per share: approximately $40 million of costs incurred
as
a result of hurricanes Katrina, Rita and Wilma; and in our Wal-Mart
Stores
segment, $69 million of expense from adjustments to our product warranty
liabilities partially offset by $29 million of other income resulting
from
the Visa MasterCard antitrust litigation
settlement.
|
· |
Comparative
store sales in the United States increased 3.8% for the quarter ended
October 31, 2005. Comparative store sales at our Wal-Mart Stores
and SAM’S
CLUB segments increased 2.9% and 8.1%, respectively, in the third
quarter
of fiscal 2006. Fuel sales at SAM’S CLUB contributed 2.8 percentage points
to that segment’s comparative store sales
increase.
|
· |
When
compared with the third quarter of fiscal 2005, our Wal-Mart Stores,
SAM’S
CLUB and International segment operating income for the third quarter
of
fiscal 2006 increased 6.3%, 11.8% and 14.2%, respectively. Our SAM’S CLUB
and International segments grew segment operating income faster than
segment net sales. Segment operating income at our Wal-Mart Stores
segment
grew slower than the growth in the segment’s net sales primarily because
of the net impact of the hurricanes, our warranty liabilities adjustment
and our recovery in the Visa MasterCard
settlement.
|
· |
Total
assets increased 10.7% to $131.8 billion at October 31, 2005 when
compared
with October 31, 2004. During the first nine months of fiscal 2006,
we
made $10.4 billion of capital
expenditures.
|
· |
In
September 2005, we purchased a 33.3% interest in Central American
Retail
Holding Company (“CARHCO”), a retailer with more than 360 supermarkets and
other stores in five Central American countries. Also during the
quarter,
we announced our intention to purchase an additional interest in
The
Seiyu, Ltd. (“Seiyu”) on December 21, 2005, for an additional ¥67.5
billion investment (approximately $584 million using the exchange
rate in
effect at October 31, 2005). This transaction will make us the majority
owner of Seiyu and is subject to the approval of Seiyu’s shareholders and
other conditions.
|
Quarter
ended
October
31, 2005
|
Quarter
ended
October
31, 2004
|
|||||||||||||||
Net
sales
|
Percent
of
total
|
Net
sales
|
Percent
of
total
|
Percent
increase
|
||||||||||||
Wal-Mart
Stores
|
$
|
50,243
|
66.6
|
%
|
$
|
45,888
|
66.9
|
%
|
9.5
|
%
|
||||||
SAM’S
CLUB
|
10,019
|
13.3
|
%
|
9,082
|
13.3
|
%
|
10.3
|
%
|
||||||||
International
|
15,174
|
20.1
|
%
|
13,550
|
19.8
|
%
|
12.0
|
%
|
||||||||
Total
net sales
|
$
|
75,436
|
100.0
|
%
|
$
|
68,520
|
100.0
|
%
|
10.1
|
%
|
Nine
months ended
October
31, 2005
|
Nine
months ended
October
31, 2004
|
|||||||||||||||
Net
sales
|
Percent
of
total
|
Net
sales
|
Percent
of
total
|
Percent
increase
|
||||||||||||
Wal-Mart
Stores
|
$
|
149,693
|
67.1
|
%
|
$
|
136,373
|
67.2
|
%
|
9.8
|
%
|
||||||
SAM’S
CLUB
|
29,143
|
13.1
|
%
|
27,139
|
13.4
|
%
|
7.4
|
%
|
||||||||
International
|
44,319
|
19.8
|
%
|
39,493
|
19.4
|
%
|
12.2
|
%
|
||||||||
Total
net sales
|
$
|
223,155
|
100.0
|
%
|
$
|
203,005
|
100.0
|
%
|
9.9
|
%
|
Quarter
ended
October
31,
|
Segment
net
sales
(in
millions)
|
Segment
net
sales
increase
from
prior
fiscal
year
third
quarter
|
Segment
operating
income
(in
millions)
|
Segment
operating
income
increase
from
prior fiscal
year
third
quarter
|
Segment
operating
income
as a
percentage
of
segment
net
sales
|
2005
|
$ 50,243
|
9.5%
|
$ 3,312
|
6.3%
|
6.6%
|
2004
|
$ 45,888
|
8.3%
|
$ 3,115
|
5.0%
|
6.8%
|
Nine
months ended
October
31,
|
Segment
net
sales
(in
millions)
|
Segment
net
sales
increase
from
prior
fiscal
year
period
|
Segment
operating
income
(in
millions)
|
Segment
operating
income
increase
from
prior fiscal
year
period
|
Segment
operating
income
as a
percentage
of
segment
net
sales
|
2005
|
$ 149,693
|
9.8%
|
$
10,610
|
6.9%
|
7.1%
|
2004
|
$ 136,373
|
10.4%
|
$
9,921
|
9.8%
|
7.3%
|
Quarter
ended
October
31,
|
Segment
net
sales
(in
millions)
|
Segment
net
sales
increase
from
prior
fiscal
year
third
quarter
|
Segment
operating
income
(in
millions)
|
Segment
operating
income
increase
from
prior fiscal
year
third
quarter
|
Segment
operating
income
as a
percentage
of
segment
net
sales
|
2005
|
$ 10,019
|
10.3%
|
$ 342
|
11.8%
|
3.4%
|
2004
|
$
9,082
|
5.5%
|
$ 306
|
13.3%
|
3.4%
|
Nine
months ended
October
31,
|
Segment
net
sales
(in
millions)
|
Segment
net
sales
increase
from
prior
fiscal
year
period
|
Segment
operating
income
(in
millions)
|
Segment
operating
income
increase
from
prior fiscal
year
period
|
Segment
operating
income
as a
percentage
of
segment
net
sales
|
2005
|
$ 29,143
|
7.4%
|
$ 1,008
|
9.0%
|
3.5%
|
2004
|
$ 27,139
|
8.6%
|
$
925
|
18.1%
|
3.4%
|
Quarter
ended
October
31,
|
Segment
net
sales
(in
millions)
|
Segment
net
sales
increase
from
prior
fiscal
year
third
quarter
|
Segment
operating
income
(in
millions)
|
Segment
operating
income
increase
from
prior fiscal
year
third
quarter
|
Segment
operating
income
as a
percentage
of
segment
net
sales
|
2005
|
$ 15,174
|
12.0%
|
$ 797
|
14.2%
|
5.3%
|
2004
|
$ 13,550
|
18.0%
|
$ 698
|
23.8%
|
5.2%
|
Nine
months ended
October
31,
|
Segment
net
sales
(in
millions)
|
Segment
net
sales
increase
from
prior
fiscal
year
period
|
Segment
operating
income
(in
millions)
|
Segment
operating
income
increase
from
prior fiscal
year
period
|
Segment
operating
income
as a
percentage
of
segment
net
sales
|
2005
|
$ 44,319
|
12.2%
|
$ 2,214
|
10.2%
|
5.0%
|
2004
|
$ 39,493
|
18.7%
|
$ 2,009
|
33.1%
|
5.1%
|
Exhibit
3(i)
|
Restated
Certificate of Incorporation of the Company is incorporated herein
by
reference to Exhibit 3(a) from the Annual Report on Form 10-K of
the
Company for the year ended January 31, 1989, the Certificate of Amendment
to the Restated Certificate of Incorporation is incorporated herein
by
reference to Registration Statement on Form S-8 (File Number 33-43315)
and
the Certificate of Amendment to the Restated Certificate of Incorporation
is incorporated hereby by reference to the Current Report on Form
8-K
dated June 27, 1999.
|
Exhibit
3(ii)
|
Amended
and Restated Bylaws of the Company are incorporated herein by reference
to
Exhibit 3.1 to the Current Report on Form 8-K of the Company dated
March
8, 2005.
|
Exhibit
10.1
|
Notice
of Performance-Based Restricted Stock Award and Terms and Conditions
of
Award is incorporated by reference to Exhibit 10.1 to the Current
Report
on Form 8-K of the Company dated September 28, 2005.
|
Exhibit
12*
|
Ratio
of Earnings to Fixed Charges
|
Exhibit
31.1*
|
Chief
Executive Officer Section 302 Certification
|
Exhibit
31.2*
|
Chief
Financial Officer Section 302 Certification
|
Exhibit
32.1**
|
Chief
Executive Officer Section 906 Certification
|
Exhibit
32.2**
|
Chief
Financial Officer Section 906 Certification
|
Exhibit
99
|
All
information incorporated by reference in Part I, Item 3 of this Quarterly
Report on Form 10-Q from the Annual Report on Form 10-K of the Company
for
the year ended January 31, 2005.
|
|
|
|
|
|
WAL-MART
STORES, INC.
|
||
|
|
|
|
Date:
December
2, 2005
|
By:
|
/s/
H. Lee Scott, Jr.
|
|
|
|
President
and
Chief
Executive Officer
|
|
|
|
|
|
Date:
December
2, 2005
|
By:
|
/s/
Thomas M. Schoewe
|
|
|
Executive
Vice President and
Chief
Financial Officer
|
||
|
|
|
|
|
|
|
|
Date:
December
2, 2005
|
By:
|
/s/
Charles M. Holley, Jr.
|
|
|
Senior
Vice President and Controller
(Principal
Accounting Officer)
|
Exhibit
Number
|
Description
of Document
|
3(i)
|
Restated
Certificate of Incorporation of the Company is incorporated herein
by
reference to Exhibit 3(a) from the Annual Report on Form 10-K of
the
Company for the year ended January 31, 1989, the Certificate of Amendment
to the Restated Certificate of Incorporation is incorporated herein
by
reference to Registration Statement on Form S-8 (File Number 33-43315)
and
the Certificate of Amendment to the Restated Certificate of Incorporation
is incorporated hereby by reference to the Current Report on Form
8-K
dated June 27, 1999.
|
3(ii)
|
Amended
and Restated Bylaws of the Company are incorporated herein by reference
to
Exhibit 3.1 to the Current Report on Form 8-K of the Company dated
March
8, 2005.
|
10.1
|
Notice
of Performance-Based Restricted Stock Award and Terms and Conditions
of
Award is incorporated by reference to Exhibit 10.1 to the Current
Report
on Form 8-K of the Company dated September 28, 2005.
|
12*
|
Ratio
of Earnings to Fixed Charges
|
31.1*
|
Chief
Executive Officer Section 302 Certification
|
31.2*
|
Chief
Financial Officer Section 302 Certification
|
32.1**
|
Chief
Executive Officer Section 906 Certification
|
32.2**
|
Chief
Financial Officer Section 906 Certification
|
99
|
All
information incorporated by reference in Part I, Item 3 of this Quarterly
Report on Form 10-Q from the Annual Report on Form 10-K of the Company
for
the year ended January 31, 2005.
|