Delaware
|
71-0415188
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
702
S.W. 8th Street
Bentonville,
Arkansas
|
72716
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Three
Months Ended
October
31,
|
Nine
Months Ended
October
31,
|
|||||||||||
2006
|
2005
|
2006
|
2005
|
|
|||||||||
Revenues:
|
|||||||||||||
Net
sales
|
$
|
83,543
|
$
|
74,596
|
$
|
246,902
|
$
|
220,527
|
|||||
Other
income, net
|
924
|
801
|
2,670
|
2,322
|
|||||||||
|
84,467
|
75,397
|
249,572
|
222,849
|
|||||||||
Costs
and expenses:
|
|||||||||||||
Cost
of sales
|
63,765
|
57,325
|
188,587
|
169,267
|
|||||||||
Operating,
selling, general and administrative expenses
|
16,237
|
13,974
|
46,920
|
40,762
|
|||||||||
Operating
income
|
4,465
|
4,098
|
14,065
|
12,820
|
|||||||||
Interest:
|
|||||||||||||
Debt
|
434
|
347
|
1,188
|
847
|
|||||||||
Capital
leases
|
55
|
60
|
192
|
173
|
|||||||||
Interest
income
|
(65
|
)
|
(57
|
)
|
(196
|
)
|
(165
|
)
|
|||||
Interest,
net
|
424
|
350
|
1,184
|
855
|
|||||||||
Income
from continuing operations before income taxes and minority
interest
|
4,041
|
3,748
|
12,881
|
11,965
|
|||||||||
Provision
for income taxes
|
1,363
|
1,253
|
4,388
|
3,969
|
|||||||||
Income
from continuing operations before minority interest
|
2,678
|
2,495
|
8,493
|
7,996
|
|||||||||
Minority
interest
|
(84
|
)
|
(73
|
)
|
(254
|
)
|
(209
|
)
|
|||||
Income
from continuing operations
|
2,594
|
2,422
|
8,239
|
7,787
|
|||||||||
Income
(loss) from discontinued operations, net of tax
|
53
|
(48
|
)
|
(894
|
)
|
(147
|
)
|
||||||
Net
income
|
$
|
2,647
|
$
|
2,374
|
$
|
7,345
|
$
|
7,640
|
|||||
Basic
net income per common share:
|
|||||||||||||
Income
per share from continuing operations
|
$
|
0.62
|
$
|
0.58
|
$
|
1.98
|
$
|
1.86
|
|||||
Income
(loss) per share from discontinued operations
|
0.01
|
(0.01
|
)
|
(0.22
|
)
|
(0.04
|
)
|
||||||
Basic
net income per common share
|
$
|
0.63
|
$
|
0.57
|
$
|
1.76
|
$
|
1.82
|
|||||
Diluted
net income per common share:
|
|||||||||||||
Income
per share from continuing operations
|
$
|
0.62
|
$
|
0.58
|
$
|
1.97
|
$
|
1.86
|
|||||
Income
(loss) per share from discontinued operations
|
0.01
|
(0.01
|
)
|
(0.21
|
)
|
(0.04
|
)
|
||||||
Diluted
net income per common share
|
$
|
0.63
|
$
|
0.57
|
$
|
1.76
|
$
|
1.82
|
|||||
Weighted-average
number of common shares:
|
|||||||||||||
Basic
|
4,169
|
4,165
|
4,168
|
4,189
|
|||||||||
Diluted
|
4,173
|
4,169
|
4,172
|
4,194
|
|||||||||
Dividends
declared per common share
|
$
|
—
|
$
|
—
|
$
|
0.67
|
$
|
0.60
|
|
October
31,
2006
|
October
31,
2005
|
January
31,
2006
|
|||||||
ASSETS
|
||||||||||
Cash
and cash equivalents
|
$
|
5,908
|
$
|
4,334
|
$
|
6,193
|
||||
Receivables
|
2,477
|
1,770
|
2,575
|
|||||||
Inventories
|
38,531
|
36,272
|
31,910
|
|||||||
Prepaid
expenses and other
|
2,707
|
1,842
|
2,468
|
|||||||
Current
assets of discontinued operations
|
—
|
706
|
679
|
|||||||
Total
current assets
|
49,623
|
44,924
|
43,825
|
|||||||
Property
and equipment, at cost
|
107,073
|
90,015
|
95,537
|
|||||||
Less
accumulated depreciation
|
(24,159
|
)
|
(20,391
|
)
|
(20,937
|
)
|
||||
Property
and equipment, net
|
82,914
|
69,624
|
74,600
|
|||||||
Property
under capital leases
|
5,421
|
5,009
|
5,392
|
|||||||
Less
accumulated amortization
|
(2,313
|
)
|
(2,075
|
)
|
(2,127
|
)
|
||||
Property
under capital leases, net
|
3,108
|
2,934
|
3,265
|
|||||||
Goodwill
|
13,257
|
10,379
|
12,097
|
|||||||
Other
assets and deferred charges
|
2,217
|
2,051
|
2,516
|
|||||||
Non-current
assets of discontinued operations
|
—
|
1,887
|
1,884
|
|||||||
Total
assets
|
$
|
151,119
|
$
|
131,799
|
$
|
138,187
|
||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||||
Commercial
paper
|
$
|
7,968
|
$
|
6,774
|
$
|
3,754
|
||||
Accounts
payable
|
29,263
|
24,835
|
25,101
|
|||||||
Dividends
payable
|
607
|
644
|
—
|
|||||||
Accrued
liabilities
|
14,283
|
12,514
|
13,274
|
|||||||
Accrued
income taxes
|
252
|
650
|
1,340
|
|||||||
Long-term
debt due within one year
|
5,490
|
4,172
|
4,595
|
|||||||
Obligations
under capital leases due within one year
|
300
|
247
|
284
|
|||||||
Current
liabilities of discontinued operations
|
—
|
481
|
477
|
|||||||
Total
current liabilities
|
58,163
|
50,317
|
48,825
|
|||||||
Long-term
debt
|
24,154
|
23,249
|
26,429
|
|||||||
Long-term
obligations under capital leases
|
3,622
|
3,467
|
3,667
|
|||||||
Non-current
liabilities of discontinued operations
|
—
|
133
|
129
|
|||||||
Deferred
income taxes and other
|
4,785
|
3,336
|
4,501
|
|||||||
Minority
interest
|
1,632
|
1,379
|
1,465
|
|||||||
Commitments
and contingencies
|
||||||||||
Common
stock and capital in excess of par value
|
3,237
|
2,925
|
3,013
|
|||||||
Retained
earnings
|
53,738
|
45,495
|
49,105
|
|||||||
Accumulated
other comprehensive income
|
1,788
|
1,498
|
1,053
|
|||||||
Total
shareholders’ equity
|
58,763
|
49,918
|
53,171
|
|||||||
Total
liabilities and shareholders’ equity
|
$
|
151,119
|
$
|
131,799
|
$
|
138,187
|
Nine
Months Ended
October
31,
|
|||||||
2006
|
|
2005
|
|||||
Cash
flows from operating activities:
|
|||||||
Income
from continuing operations
|
$
|
8,239
|
$
|
7,787
|
|||
Adjustments
to reconcile income from continuing operations to net cash provided
by
operating activities:
|
|||||||
Depreciation
and amortization
|
4,013
|
3,459
|
|||||
Other
|
427
|
596
|
|||||
Changes
in certain assets and liabilities, net of effects of
acquisitions:
|
|||||||
Decrease
(increase) in accounts receivable
|
103
|
(96
|
)
|
||||
Increase
in inventories
|
(6,198
|
)
|
(6,682
|
)
|
|||
Increase
in accounts payable
|
3,501
|
3,206
|
|||||
Increase
(decrease) in accrued liabilities
|
25
|
(29
|
)
|
||||
Net
cash provided by operating activities of continuing
operations
|
10,110
|
8,241
|
|||||
Net
cash used in operating activities of discontinued
operations
|
(45
|
)
|
(127
|
)
|
|||
Net
cash provided by operations
|
10,065
|
8,114
|
|||||
Cash
flows from investing activities:
|
|||||||
Payments
for property and equipment
|
(11,417
|
)
|
(10,380
|
)
|
|||
Proceeds
from disposal of property and equipment
|
262
|
736
|
|||||
Proceeds
from disposal of certain international operations, net
|
610
|
—
|
|||||
Investment
in international operations, net of cash acquired
|
(68
|
)
|
(307
|
)
|
|||
Other
investing activities
|
(142
|
)
|
(122
|
)
|
|||
Net
cash used in investing activities of continuing operations
|
(10,755
|
)
|
(10,073
|
)
|
|||
Net
cash provided by (used in) investing activities of discontinued
operations
|
44
|
(22
|
)
|
||||
Net
cash used in investing activities
|
(10,711
|
)
|
(10,095
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Increase
in commercial paper
|
4,200
|
2,962
|
|||||
Proceeds
from issuance of long-term debt
|
3,282
|
6,940
|
|||||
Dividends
paid
|
(2,118
|
)
|
(1,887
|
)
|
|||
Payment
of long-term debt
|
(4,847
|
)
|
(2,722
|
)
|
|||
Purchase
of Company stock
|
—
|
(3,580
|
)
|
||||
Other
financing activities
|
(424
|
)
|
(615
|
)
|
|||
Net
cash provided by financing activities
|
93
|
1,098
|
|||||
Effect
of exchange rates on cash
|
47
|
(70
|
)
|
||||
Net
decrease in cash and cash equivalents
|
(506
|
)
|
(953
|
)
|
|||
Cash
and cash equivalents at beginning of year (1)
|
6,414
|
5,488
|
|||||
Cash
and cash equivalents at end of period (2)
|
$
|
5,908
|
$
|
4,535
|
|||
Supplemental
disclosure of cash flow information:
|
|||||||
Income
taxes paid
|
$
|
4,972
|
$
|
4,630
|
|||
Interest
paid
|
$
|
1,505
|
$
|
1,057
|
(1) |
Includes
cash and cash equivalents of discontinued operations of $221 and
$383 at
January 31, 2006 and January 31, 2005, respectively.
|
(2) |
Includes
cash and cash equivalents of discontinued operations of $201 at October
31, 2005.
|
|
Three
Months Ended
October
31,
|
Nine
Months Ended
October
31,
|
|||||||||||
2006
|
|
2005
|
2006
|
|
2005
|
||||||||
Net
sales
|
$
|
868
|
$
|
840
|
$
|
2,489
|
$
|
2,627
|
|||||
Net
losses
|
(58
|
)
|
(48
|
)
|
(142
|
)
|
(147
|
)
|
Three
Months Ended
October
31,
|
Nine
Months Ended
October
31,
|
||||||||||||
2006
|
2005
|
2006
|
|
2005
|
|||||||||
Wal-Mart
Stores
|
$
|
54,179
|
$
|
50,243
|
$
|
162,067
|
$
|
149,693
|
|||||
Sam’s
Club
|
10,206
|
10,019
|
30,453
|
29,143
|
|||||||||
International
|
19,158
|
14,334
|
54,382
|
41,691
|
|||||||||
Total
net sales
|
$
|
83,543
|
$
|
74,596
|
$
|
246,902
|
$
|
220,527
|
Three
Months Ended
October
31,
|
Nine
Months Ended
October
31,
|
||||||||||||
2006
|
2005
|
2006
|
|
2005
|
|||||||||
Wal-Mart
Stores
|
$
|
3,639
|
$
|
3,312
|
$
|
11,780
|
$
|
10,610
|
|||||
Sam’s
Club
|
356
|
342
|
1,076
|
1,008
|
|||||||||
International
|
997
|
844
|
2,747
|
2,360
|
|||||||||
Other
|
(527
|
)
|
(400
|
)
|
(1,538
|
)
|
(1,158
|
)
|
|||||
Operating
income
|
4,465
|
4,098
|
14,065
|
12,820
|
|||||||||
Interest
expense, net
|
(424
|
)
|
(350
|
)
|
(1,184
|
)
|
(855
|
)
|
|||||
Income
from continuing operations before income taxes, minority interest
and
discontinued operations
|
$
|
4,041
|
$
|
3,748
|
$
|
12,881
|
$
|
11,965
|
October
31,
2006
|
October
31,
2005
|
January
31,
2006
|
||||||||
International
|
$
|
12,952
|
$
|
10,074
|
$
|
11,792
|
||||
Sam’s
Club
|
305
|
305
|
305
|
|||||||
Total
goodwill
|
$
|
13,257
|
$
|
10,379
|
$
|
12,097
|
Quarter
ended
October
31, 2006
|
Quarter
ended
October
31, 2005
|
|||||||||||||||
Net
sales
|
Percent
of
total
|
Net
sales
|
Percent
of
total
|
Percent
increase
|
||||||||||||
Wal-Mart
Stores
|
$
|
54,179
|
64.9
|
%
|
$
|
50,243
|
67.4
|
%
|
7.8
|
%
|
||||||
Sam’s
Club
|
10,206
|
12.2
|
%
|
10,019
|
13.4
|
%
|
1.9
|
%
|
||||||||
International
|
19,158
|
22.9
|
%
|
14,334
|
19.2
|
%
|
33.7
|
%
|
||||||||
Total
net sales
|
$
|
83,543
|
100.0
|
%
|
$
|
74,596
|
100.0
|
%
|
12.0
|
%
|
Nine
months ended
October
31, 2006
|
Nine
months ended
October
31, 2005
|
|||||||||||||||
Net
sales
|
Percent
of
total
|
Net
sales
|
Percent
of
total
|
Percent
increase
|
||||||||||||
Wal-Mart
Stores
|
$
|
162,067
|
65.7
|
%
|
$
|
149,693
|
67.9
|
%
|
8.3
|
%
|
||||||
Sam’s
Club
|
30,453
|
12.3
|
%
|
29,143
|
13.2
|
%
|
4.5
|
%
|
||||||||
International
|
54,382
|
22.0
|
%
|
41,691
|
18.9
|
%
|
30.4
|
%
|
||||||||
Total
net sales
|
$
|
246,902
|
100.0
|
%
|
$
|
220,527
|
100.0
|
%
|
12.0
|
%
|
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
|
|||||||||||
2006
|
$
|
54,179
|
7.8
|
%
|
$
|
3,639
|
9.9
|
%
|
6.7
|
%
|
||||||
2005
|
$
|
50,243
|
9.5
|
%
|
$
|
3,312
|
6.3
|
%
|
6.6
|
%
|
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
|
|||||||||||
2006
|
$
|
162,067
|
8.3
|
%
|
$
|
11,780
|
11.0
|
%
|
7.3
|
%
|
||||||
2005
|
$
|
149,693
|
9.8
|
%
|
$
|
10,610
|
6.9
|
%
|
7.1
|
%
|
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
|
|||||||||||
2006
|
$
|
10,206
|
1.9
|
%
|
$
|
356
|
4.1
|
%
|
3.5
|
%
|
||||||
2005
|
$
|
10,019
|
10.3
|
%
|
$
|
342
|
11.8
|
%
|
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
|
|||||||||||
2006
|
$
|
30,453
|
4.5
|
%
|
$
|
1,076
|
6.7
|
%
|
3.5
|
%
|
||||||
2005
|
$
|
29,143
|
7.4
|
%
|
$
|
1,008
|
9.0
|
%
|
3.5
|
%
|
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
second
quarter
|
Segment
operating
income
as a percentage
of
segment
net
sales
|
|||||||||||
2006
|
$
|
19,158
|
33.7
|
%
|
$
|
997
|
18.1
|
%
|
5.2
|
%
|
||||||
2005
|
$
|
14,334
|
13.3
|
%
|
$
|
844
|
12.7
|
%
|
5.9
|
%
|
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
|
|||||||||||
2006
|
$
|
54,382
|
30.4
|
%
|
$
|
2,747
|
16.4
|
%
|
5.1
|
%
|
||||||
2005
|
$
|
41,691
|
13.3
|
%
|
$
|
2,360
|
8.3
|
%
|
5.7
|
%
|
Exhibit
3(i)
|
Restated
Certificate of Incorporation of the Company is incorporated herein
by
reference to Exhibit 3(a) to the Annual Report on Form 10-K of
the Company
for the year ended January 31, 1989 (which document may be found
and
reviewed in the SEC’s Public Reference Room at 100 F Street, NE, Room
1580, Washington, D.C. 20549, in the files therein relating to
the
Company, whose SEC file number is No. 1-6991), 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 of the Company, dated August 11, 1999 (which document may be
found and reviewed in the SEC’s Public Reference Room at 100 F Street, NE,
Room 1580, Washington, D.C. 20549, in the files therein relating
to the
Company, whose SEC file number is No. 1-6991).
|
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
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
|
The
information incorporated by reference in Part I, Item 3 of this
Quarterly
Report on Form 10-Q is incorporated by reference to the material
set forth
under the sub-caption “Market Risk” in Management’s Discussion and
Analysis of Results of Operations and Financial Condition, which
is
contained in Exhibit 13 to the Company’s Annual Report on Form 10-K for
the year ended January 31, 2006 as filed with the Securities and
Exchange
Commission.
|
WAL-MART
STORES, INC.
|
|||
Date:
November 30, 2006
|
By:
|
/s/
H. Lee Scott, Jr.
|
|
H.
Lee Scott, Jr.
President
and
Chief
Executive Officer
|
|||
Date:
November 30, 2006
|
By:
|
/s/
Thomas M. Schoewe
|
|
Thomas
M. Schoewe
Executive
Vice President and
Chief
Financial Officer
|
|||
Date:
November 30, 2006
|
By:
|
/s/
Charles M. Holley, Jr.
|
|
Charles
M. Holley, Jr.
Senior
Vice President, Finance
(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) to the Annual Report on Form 10-K of
the Company
for the year ended January 31, 1989 (which document may be found
and
reviewed in the SEC’s Public Reference Room at 100 F Street, NE, Room
1580, Washington, D.C. 20549, in the files therein relating to
the
Company, whose SEC file number is No. 1-6991), 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 of the Company, dated August 11, 1999 (which document may be
found and reviewed in the SEC’s Public Reference Room at 100 F Street, NE,
Room 1580, Washington, D.C. 20549, in the files therein relating
to the
Company, whose SEC file number is No. 1-6991).
|
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.
|
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
|
The
information incorporated by reference in Part I, Item 3 of this
Quarterly
Report on Form 10-Q is incorporated by reference to the material
set forth
under the sub-caption “Market Risk” in Management’s Discussion and
Analysis of Results of Operations and Financial Condition, which
is
contained in Exhibit 13 to the Company’s Annual Report on Form 10-K for
the year ended January 31, 2006 as filed with the Securities and
Exchange
Commission.
|