Form: 10-K

Annual report pursuant to Section 13 and 15(d)

April 23, 1998

Published on April 23, 1998



Wal-Mart Stores, Inc. Annual Report - Page 15


Fiscal 1998 End of Year Store Counts

Discount Sam's
Stores Supercenters Club

Alabama 50 27 8
Alaska 3 0 3
Arizona 34 0 7
Arkansas 50 27 4
California 100 0 24
Colorado 31 5 10
Connecticut 14 0 3
Delaware 2 1 1
Florida 102 33 31
Georgia 62 25 16
Hawaii 5 0 1
Idaho 9 0 1
Illinois 95 11 24
Indiana 60 15 14
Iowa 43 2 7
Kansas 40 8 5
Kentucky 45 23 5
Louisiana 56 19 9
Maine 19 0 3
Maryland 22 1 10
Massachusetts 27 0 3
Michigan 45 0 21
Minnesota 34 0 9
Mississippi 42 14 4
Missouri 79 30 12
Montana 9 0 1
Nebraska 13 5 3
Nevada 13 0 2
New Hampshire 17 0 4
New Jersey 16 0 6
New Mexico 16 3 3
New York 51 5 18
North Carolina 78 8 14
North Dakota 8 0 2
Ohio 77 4 23
Oklahoma 57 21 6
Oregon 23 0 0
Pennsylvania 49 12 18
Rhode Island 6 0 1
South Carolina 41 12 9
South Dakota 8 0 2
Tennessee 57 30 11
Texas 169 72 52
Utah 14 0 5
Vermont 3 0 0
Virginia 31 21 10
Washington 20 0 2
West Virginia 12 6 3
Wisconsin 55 1 11
Wyoming 9 0 2

U.S. TOTAL 1,921 441 443

Alberta 16 0 0
British Columbia 12 0 0
Manitoba 9 0 0
New Brunswick 4 0 0
Newfoundland 7 0 0
Nova Scotia 7 0 0
NW Territories 1 0 0
Ontario 52 0 0
Quebec 28 0 0
Saskatchewan 8 0 0

CANADA TOTAL 144 0 0

Argentina 0 6 3
Brazil 0 5 3
Mexico 347* 27 28
Puerto Rico 9 0 5
China 0 2 1
Germany 0 21 0

INT'L. TOTAL 500 61 40

GRAND TOTAL 2,421 502 483


[FN]
*Includes 36 Superamas, 62 Bodegas, 33 Aurreras, 178 Vips and 38 Suburbias


Wal-Mart Stores, Inc. Annual Report - Pages 20 and 21


11-YEAR FINANCIAL SUMMARY

(Dollar amounts in millions except per share data)

1998 1997 1996 1995 1994

Net sales $117,958 $104,859 $ 93,627 $ 82,494 $ 67,344
Net sales increase 12% 12% 13% 22% 21%
Comparative store
sales increase 6% 5% 4% 7% 6%
Other income-net 1,341 1,319 1,146 914 645
Cost of sales 93,438 83,510 74,505 65,586 53,444
Operating, selling
and general and
administrative
expenses 19,358 16,946 15,021 12,858 10,333
Interest costs:
Debt 555 629 692 520 331
Capital leases 229 216 196 186 186
Provision for income
taxes 2,115 1,794 1,606 1,581 1,358
Minority interest
and equity in
unconsolidated
subsidiaries (78) (27) (13) 4 (4)
Net income 3,526 3,056 2,740 2,681 2,333
Per share of common stock:
Net income - Basic
and Dilutive $1.56 1.33 1.19 1.17 1.02
Dividends 0.27 0.21 .20 .17 .13

Financial Position
Current assets $ 19,352 $ 17,993 $ 17,331 $ 15,338 $ 12,114
Inventories at
replacement cost 16,845 16,193 16,300 14,415 11,483
Less LIFO reserve 348 296 311 351 469
Inventories at
LIFO cost 16,497 15,897 15,989 14,064 11,014
Net property, plant
and equipment and
capital leases 23,606 20,324 18,894 15,874 13,176
Total assets 45,384 39,604 37,541 32,819 26,441
Current liabilities 14,460 10,957 11,454 9,973 7,406
Long-term debt 7,191 7,709 8,508 7,871 6,156
Long-term obligations
under capital leases 2,483 2,307 2,092 1,838 1,804
Shareholders' equity 18,503 17,143 14,756 12,726 10,753

Financial Ratios
Current ratio 1.3 1.6 1.5 1.5 1.6
Inventories/working
capital 3.4 2.3 2.7 2.6 2.3
Return on assets* 8.5% 7.9% 7.8% 9.0% 9.9%
Return on shareholders'
equity** 19.8% 19.2% 19.9% 22.8% 23.9%

Other Year-End Data
Number of domestic
Wal-Mart stores 1,921 1,960 1,995 1,985 1,950
Number of domestic
Supercenters 441 344 239 147 72
Number of domestic
SAM'S Club units 443 436 433 426 417
International units 601 314 276 226 24
Number of associates 825,000 728,000 675,000 622,000 528,000
Number of
shareholders 245,884 257,215 244,483 259,286 257,946


[FN]

* Net income before minority interest and equity in unconsolidated
subsidiaries/average assets

** Net income/average shareholders' equity


11-YEAR FINANCIAL SUMMARY

(Dollar amounts in millions except per share data)

1993 1992 1991 1990 1989 1988

Net sales $ 55,484 $ 43,887 $ 32,602 $ 25,811 $ 20,649 $ 15,959
Net sales increase 26% 35% 26% 25% 29% 34%
Comparative store
sales increase 11% 10% 10% 11% 12% 11%
Other income-net 497 404 262 175 137 105
Cost of sales 44,175 34,786 25,500 20,070 16,057 12,282
Operating, selling
and general and
administrative
expenses 8,321 6,684 5,152 4,070 3,268 2,599
Interest costs:
Debt 143 113 43 20 36 25
Capital leases 180 153 126 118 99 89
Provision for income
taxes 1,171 945 752 632 488 441
Minority interest
and equity in
unconsolidated
subsidiaries 4 (1)
Net income 1,995 1,609 1,291 1,076 838 628
Per share of common stock:
Net income - Basic
and Dilutive .87 .70 .57 .48 .37 .28
Dividends .11 .09 .07 .06 .04 .03

Financial Position
Current assets $ 10,198 $ 8,575 $ 6,415 $ 4,713 $ 3,631 $ 2,905
Inventories at
replacement cost 9,780 7,857 6,207 4,751 3,642 2,855
Less LIFO reserve 512 473 399 323 291 203
Inventories at
LIFO cost 9,268 7,384 5,808 4,428 3,351 2,652
Net property, plant
and equipment and
capital leases 9,793 6,434 4,712 3,430 2,662 2,145
Total assets 20,565 15,443 11,389 8,198 6,360 5,132
Current liabilities 6,754 5,004 3,990 2,845 2,066 1,744
Long-term debt 3,073 1,722 740 185 184 186
Long-term obligations
under capital leases 1,772 1,556 1,159 1,087 1,009 867
Shareholders' equity 8,759 6,990 5,366 3,966 3,008 2,257

Financial Ratios
Current ratio 1.5 1.7 1.6 1.7 1.8 1.7
Inventories/working
capital 2.7 2.1 2.4 2.4 2.1 2.3
Return on assets* 11.1% 12.0% 13.2% 14.8% 14.6% 13.7%
Return on shareholders'
equity** 25.3% 26.0% 27.7% 30.9% 31.8% 31.8%

Other Year-End Data
Number of domestic
Wal-Mart stores 1,848 1,714 1,568 1,399 1,259 1,114
Number of domestic
Supercenters 34 10 9 6 3 2
Number of domestic
SAM'S Club units 256 208 148 123 105 84
International units 10
Number of associates 434,000 371,000 328,000 271,000 223,000 183,000
Number of
shareholders 180,584 150,242 122,414 79,929 80,270 79,777


[FN]

* Net income before minority interest and equity in unconsolidated
subsidiaries/average assets

** Net income/average shareholders' equity


Wal-Mart Stores, Inc. Annual Report - Page 22

MANAGEMENT'S DISCUSSION AND ANALYSIS

Net Sales

Sales (in millions) by operating segment for the three fiscal years ended
January 31, are as follows:

Total
Fiscal Wal-Mart SAM'S Other Total Company
Year Stores Club International (McLane) Company Increase

1998 $83,820 $20,668 $7,517 $5,953 $117,958 12%
1997 74,840 19,785 5,002 5,232 104,859 12%
1996 66,271 19,068 3,712 4,576 93,627 13%


The Company sales growth of 12% in fiscal 1998, when compared to fiscal
1997, was attributable to our expansion program and comparative store sales
increases of 6%. Expansion for fiscal 1998 included the opening of 37 Wal-Mart
stores, 97 Supercenters (including the conversion of 75 Wal-Mart stores), eight
SAM'S Club units and the opening or acquisition of 289 international units.
International sales accounted for approximately 6.4% of total sales in fiscal
1998 compared with 4.8% in fiscal 1997. The growth in International is partially
due to the acquisition of controlling interest in Cifra, S.A de C.V. during the
third quarter. See Note 6 of Notes to Consolidated Financial Statements for
additional information on our acquisitions. SAM'S Club sales, as a percentage of
total sales, decreased from 18.9% in fiscal 1997 to 17.5% in fiscal 1998.
The sales increase in fiscal 1997 when compared to fiscal 1996 was
attributable to our expansion program and comparative store sales increases of
5%. Expansion for fiscal 1997 included the opening of 59 Wal-Mart stores, 105
Supercenters (including the conversion of 92 Wal-Mart stores), nine SAM'S Club
units and 38 international units. The majority of the sales increase resulted
from Wal-Mart stores and Supercenters while international sales grew to
approximately 4.8% of the total sales in fiscal 1997 from 4.0% in fiscal 1996.
SAM'S Club sales, as a percentage of total sales, decreased from 20.4% in fiscal
1996 to 18.9% in fiscal 1997.

Costs and Expenses
Cost of sales, as a percentage of sales, decreased .4% in fiscal 1998 when
compared to fiscal 1997 and increased .1% in fiscal 1997, when compared with
fiscal 1996. The decrease in fiscal 1998 resulted from improvements in the mix
of merchandise sold and from better inventory management. Operating efficiencies
and the strong emphasis placed on inventory management has reduced markdowns and
shrinkage. Approximately .1% of the decrease in cost of sales was a result of
the sales contribution of SAM'S Club. As its sales became a smaller percentage
of total Company sales, the cost of sales is positively impacted since their
gross margin contribution is lower than the stores. The increase in fiscal 1997
when compared to fiscal 1996 is due in part to one-time markdowns in the third
quarter resulting from a strategic decision to reduce the merchandise assortment
in selected categories. Cost of sales also increased approximately .3% due to a
larger percentage of consolidated sales from departments within Wal-Mart stores
which have lower markon percents, and to our continuing commitment of always
providing low prices. These increases were offset by approximately .2% because
SAM'S Club comprised a lower percentage of consolidated sales in 1997 at a lower
contribution to gross margin than Wal-Mart stores.
Operating, selling, general and administrative expenses increased .3%, as a
percentage of sales, in fiscal 1998 when compared with fiscal 1997, and were
flat in fiscal 1997 when compared to fiscal 1996. Approximately .2% of the
increase in fiscal 1998 was due to increases in payroll and related benefit
costs. Additionally, a contributing factor in the increase for the year is a
charge of $50 million for closing the majority of the Bud's Discount City stores
during the second quarter of fiscal 1998. This charge was reflected in operating
income due to its immateriality to our results of operations and because we
continue to operate eight Bud's Discount City stores. In fiscal 1997, operating,
selling, general and administrative expenses increased approximately .1% due to
a lower expense to sales percentage at SAM'S Club compared to Wal-Mart Stores.
This increase was offset through expense control in all of the operating
formats.
Historically, computer software has been programmed to make assumptions
about the century when given a date that only uses two digits to represent the
year. Although these assumptions have been perfectly acceptable the past few
decades, they are potential cause for concern for software used in the year 2000
and beyond. Specifically,this abbreviated date format makes it difficult for an
application or computer user to distinguish between dates starting with 19xx and
20xx. The Company has initiated a project to address the year 2000 compliance
issue for technology hardware, software and equipment. The assessment phase of
our project is substantially complete. The majority of the compliance is
expected to be performed by Company associates. Approximately 67% of the
required conversions have occurred. We anticipate completing all remaining
conversions during fiscal 1999. The total estimated cost of the conversion is
$12 million, which is being expensed as incurred. The cost of the conversions
and the completion dates are based on management's best estimates and may be u
pdated as additional information becomes available. In addition, communications
are ongoing with other companies with which our systems interface or rely on to
determine the extent to which those companies are addressing their year 2000
compliance.

Interest Costs
Interest costs decreased in fiscal 1998 compared to fiscal 1997 due
primarily to lower short-term borrowings. Enhanced operating cash flows and
lower capital spending enabled the Company to meet cash requirements without
short-term borrowings throughout most of fiscal 1998. Interest costs decreased
in fiscal 1997 compared to fiscal 1996 due to lower average daily short-term
borrowings and through retirement of maturing debt. See Note 2 of Notes to
Consolidated Financial Statements for additional information on interest and
debt.

Wal-Mart Stores, Inc. Annual Report - Page 23

Market Risk
Market risks relating to the Company's operations result primarily from
changes in interest rates and changes in foreign exchange rates. We enter into
interest rate swaps to minimize the risk and costs associated with our financial
activities. The swap agreements are contracts to exchange fixed or variable
rates for floating interest rate payments periodically over the life of the
instruments.
The following table provides information about our derivative financial
instruments and other financial instruments that are sensitive to changes in
interest rates. For debt obligations, the table presents principal cash flows
and related weighted-aver
age interest rates by expected maturity dates. For interest rate swaps, the
table presents notional amounts and average interest rates by contractual
maturity dates. For variable rate instruments, we have indicated the applicable
floating rate index.


Interest Rate Sensitivity
Principal (Notional) Amount by Expected Maturity
Average Interest (Swap) Rate

Fair
value
(Amounts in millions) 1999 2000 2001 2002 2003 Thereafter Total 1/31/98

Liabilities
Long-term debt Including
current portion
Fixed rate debt $1,039 $815 $2,018 $52 $559 $3,747 $8,230 $8,639
Average interest rate 7.1% 7.2% 7.2% 7.1% 6.9% 7.2% 7.2%
Long-term obligation related
to real estate investment trust
Fixed rate obligation 36 39 43 46 50 382 596 560
Average interest rate 8.4% 8.4% 8.4% 8.4% 8.4% 8.4% 8.4%

Interest Rate Derivative Financial
Instruments Related to Debt
Interest rate swaps
Pay variable/receive fixed - 500 - - - - 500 -
Average pay rate - 30-day
commercial paper non-financial
plus .134%
Average receive rate - 5.7% - - - - 5.7% -

Interest Rate Derivative Financial
Instruments Related to Real Estate
Investment Trust Obligation
Interest rate swaps
Pay variable/receive fixed 35 37 41 45 49 378 585 17
Average pay rate - 30-day
commercial paper non-financial
Average receive rate 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0%

Interest Rate Derivative Financial
Instrument on Currency Swap
German Deutschmarks
Pay variable/receive variable - - - - 1,101 - 1,101 (1)
Average Pay Rate - 3-month Deutschmark
LIBOR minus .0676%
Average receive rate - 30-day commercial
paper non-financial


Wal-Mart Stores, Inc. Annual Report - Page 24

The Company routinely enters into forward currency exchange contracts in the
regular course of business to manage its exposure against foreign currency
fluctuations on inventory purchases denominated in foreign currencies. These
contracts are for short durations, generally less than six months. In addition,
we have entered into a foreign currency swap to hedge our investment in Germany.
Under the agreement, the Company will pay 1,960 million in German Deutschmarks
in 2003 and will receive $1,101 million in United States Dollars.
The following table provides information about the Company's derivative
financial instruments, including foreign currency forward exchange agreements
and currency swap agreements by functional currency and presents the information
in U.S. dollar equivalents. For foreign currency forward exchange agreements,
the table presents the notional amounts and average exchange rates by
contractual maturity dates.


Foreign Currency Exchange Rate Sensitivity
Principal (Notional) Amount by Expected Maturity

Fair
value
(Amounts in millions) 1999 2000 2001 2002 2003 Thereafter Total 1/31/98

Forward Contracts to Sell Foreign Currencies for US $
Canadian Dollars
Notional amount 24 - - - - - 24 -
Average contract rate 1.4 - - - - - 1.4 -
German Deutschmarks
Notional amount 2 - - - - - 2 -
Average contract rate 1.8 - - - - - 1.8 -

Forward Contracts to Sell Foreign Currencies for Hong Kong $
German Deutschmarks (DEM)
Notional amount 1 - - - - - 1 -
Average contract rate 0.2 - - - - - 0.2 -
Average currency exchange rate
(DEM to US$) 1.8 - - - - - 1.8 -

Currency Swap Agreements
Payment of German Deutschmarks
Notional amount - - - - 1,101 - 1,101 30
Average contract rate - - - - 1.8 - 1.8 -



International Operations
A portion of our operations consists of sales activities in foreign
jurisdictions. We operate wholly owned operations in Argentina, Canada, Germany
and Puerto Rico, through joint ventures in China and through majority-owned
subsidiaries in Brazil and Mexico. As a result, our financial results could be
affected by factors such as changes in foreign currency exchange rates or weak
economic conditions in the foreign markets in which we do business. We minimize
the exposure to the risk of devaluation of foreign currencies by operating in
local currencies and through buying forward contracts, where feasible, on known
transactions.
All foreign operations are measured in their local currencies with the
exception of Brazil and Mexico, which operate in highly-inflationary economies
and report operations using U.S. Dollars. Beginning in fiscal 1999, Brazil will
no longer be considered a highly-inflationary economy and will begin reporting
its operations in its local currency. In fiscal 1998, the foreign currency
translation adjustment increased by $73 million to $473 million primarily due to
the exchange rate in Canada. In fiscal 1997, the foreign currency translation
adjustment decreased by $12 million to $400 million primarily due to a favorable
exchange rate in Canada. The cumulative foreign currency translation adjustment
of $412 million in fiscal 1996 was due primarily to operations in Mexico.


Wal-Mart Stores, Inc. Annual Report - Page 25

Liquidity and Capital Resources
Cash Flows Information
Cash flows from operating activities were $7,123 million in fiscal 1998, up
from $5,930 million in fiscal 1997. In fiscal 1998, the Company invested $2,636
million in capital assets and paid dividends of $611 million and had a net cash
outlay of $1,865 million for acquisitions. Acquisitions include the Wertkauf
hypermarket chain in Germany, a controlling interest in Cifra, S.A. de C. V.
(Cifra) and the minority interest in our Brazilian joint venture from Lojas
Americanas. See Note 6 of Notes to Consolidated Financial Statements for
additional information on our acquisitions.

Company Stock Purchase and Common Stock Dividends
In fiscal 1998, the Company repurchased over 47 million shares of its
common stock for $1.6 billion. Subsequent to January 31, 1998, the Company
announced plans to repurchase up to $2 billion of its common stock over the next
12 to 18 months. Additionally, the Company increased the dividend 15% to $.31
per share for fiscal 1999.

Borrowing Information
The Company had committed lines of credit with 77 banks, aggregating $1,873
million and informal lines of credit with various other banks, totaling an
additional $1,950 million, which were used to support short-term borrowing and
commercial paper. These lines of credit and their anticipated cyclical increases
will be sufficient to finance the seasonal buildups in merchandise inventories
and for other cash requirements.
We anticipate generating sufficient operating cash flow to fund all capital
expenditures and our Company stock repurchase program. Accordingly, we do not
plan to finance future capital expenditures with debt. However, we do plan to
refinance existing long-term debt as it matures and may desire to obtain
additional long-term financing for other uses of cash or for strategic reasons.
We anticipate no difficulty in obtaining long-term financing in view of our
excellent credit rating and favorable experiences in the debt market in the
recent past. In addition to the available credit lines mentioned above, we may
sell up to $251 million of public debt under shelf registration statements on
file with the Securities and Exchange Commission.

Expansion
Domestically, we plan to open approximately 50 new Wal-Mart stores and
between 120 and 125 new Supercenters. Approximately 90 of the Supercenters will
come from relocations or expansions of existing Wal-Mart stores. Also planned
for next fiscal year are ten new SAM'S Club units and three distribution
centers. Internationally, plans are to develop 50 to 60 new retail units. These
stores are planned in Argentina, Brazil, Canada, China, Germany, Mexico and
Puerto Rico. Total planned growth represents approximately 26 million square
feet of additional retail space.
Total planned capital expenditures for fiscal 1999 approximate $4 billion.
We plan to finance our expansion primarily with operating cash flows.

Forward-Looking Statements
Certain statements contained in Management's Discussion and Analysis, and
elsewhere in this annual report, are forward-looking statements. These
statements discuss, among other things, expected growth, future revenues and
future performance. The forward-looking statements are subject to risks and
uncertainties, including, but not limited to, competitive pressures, inflation,
consumer debt levels, currency exchange fluctuations, trade restrictions,
changes in tariff and freight rates, capital market conditions and other risks
indicated in our filings with the Securities and Exchange Commission. Actual
results may materially differ from anticipated results described in these
statements.


Wal-Marat Stores, Inc. Annual Report - Page 26


CONSOLIDATED STATEMENTS OF INCOME

(Amounts in millions except per share data)

Fiscal years ended January 31, 1998 1997 1996

Revenues:
Net sales $117,958 $104,859 $93,627
Other income-net 1,341 1,319 1,146
119,299 106,178 94,773
Costs and Expenses:
Cost of sales 93,438 83,510 74,505
Operating, selling and general
and administrative expenses 19,358 16,946 15,021
Interest Costs:
Debt 555 629 692
Capital leases 229 216 196
113,580 101,301 90,414

Income Before Income Taxes,
Minority Interest and Equity
in Unconsolidated Subsidiaries 5,719 4,877 4,359
Provision for Income Taxes
Current 2,095 1,974 1,530
Deferred 20 (180) 76
2,115 1,794 1,606

Income Before Minority Interest
and Equity in Unconsolidated
Subsidiaries 3,604 3,083 2,753
Minority Interest and Equity in
Unconsolidated Subsidiaries (78) (27) (13)
Net Income $ 3,526 $ 3,056 $ 2,740
Net Income Per Share - Basic
and Dilutive $1.56 $1.33 $1.19

See accompanying notes.



Wal-Mart Stores, Inc. Annual Report - Page 27


CONSOLIDATED BALANCE SHEETS

(Amounts in millions)

January 31, 1998 1997

Assets
Current Assets:
Cash and cash equivalents $ 1,447 $ 883
Receivables 976 845
Inventories
At replacement cost 16,845 16,193
Less LIFO reserve 348 296
Inventories at LIFO cost 16,497 15,897
Prepaid expenses and other 432 368
Total Current Assets 19,352 17,993
Property, Plant and Equipment, at Cost:
Land 4,691 3,689
Building and improvements 14,646 12,724
Fixtures and equipment 7,636 6,390
Transportation equipment 403 379
27,376 23,182
Less accumulated depreciation 5,907 4,849
Net property, plant and equipment 21,469 18,333
Property Under Capital Lease:
Property under capital lease 3,040 2,782
Less accumulated amortization 903 791
Net property under capital leases 2,137 1,991
Other Assets and Deferred Charges 2,426 1,287
Total Assets $45,384 $39,604

Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 9,126 $ 7,628
Accrued liabilities 3,628 2,413
Accrued income taxes 565 298
Long-term debt due within one year 1,039 523
Obligations under capital leases due
within one year 102 95
Total Current Liabilities 14,460 10,957
Long-Term Debt 7,191 7,709
Long-Term Obligations Under Capital Leases 2,483 2,307
Deferred Income Taxes and Other 809 463
Minority Interest 1,938 1,025
Shareholders' Equity
Preferred stock ($.10 par value; 100 shares
authorized, none issued)
Common stock ($.10 par value; 5,500 shares
authorized, 2,241 and 2,285 issued and
outstanding in 1998 and 1997, respectively) 224 228
Capital in excess of par value 585 547
Retained earnings 18,167 16,768
Foreign currency translation adjustment (473) (400)
Total Shareholders' Equity 18,503 17,143
Total Liabilities and Shareholders' Equity $45,384 $39,604

See accompanying notes.



Wal-Mart Stores, Inc. Annual Report - Page 28


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Foreign
Capital in currency
(Amounts in millions Number Common excess of Retained translation
except per share data) of shares stock par value earnings adjustment Total

Balance - January 31, 1995 2,297 $ 230 $ 539 $12,213 ($ 256) $12,726
Net income 2,740 2,740
Cash dividends ($.20 per share) (458) (458)
Purchase of Company stock (5) (4) (101) (105)
Foreign currency translation adjustment (156) (156)
Stock options exercised and other 1 (1) 10 9
Balance - January 31, 1996 2,293 229 545 14,394 (412) 14,756
Net income 3,056 3,056
Cash dividends ($.21 per share) (481) (481)
Purchase of Company stock (8) (7) (201) (208)
Foreign currency translation adjustment 12 12
Stock options exercised and other (1) 9 8
Balance - January 31, 1997 2,285 228 547 16,768 (400) 17,143
Net income 3,526 3,526
Cash dividends ($.27 per share) (611) (611)
Purchase of Company stock (47) (5) (48) (1,516) (1,569)
Foreign currency translation adjustment (73) (73)
Stock options exercised and other 3 1 86 87
Balance - January 31, 1998 2,241 $224 $585 $18,167 ($ 473) $18,503

See accompanying notes.




Wal-Mart Stores, Inc. Annual Report - Page 29


CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)

Fiscal years ended January 31, 1998 1997 1996

Cash flows from operating activities
Net Income $ 3,526 $ 3,056 $ 2,740
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,634 1,463 1,304
Increase in accounts receivable (78) (58) (61)
(Increase)/decrease in inventories (365) 99 (1,850)
Increase in accounts payable 1,048 1,208 448
Increase in accrued liabilities 1,329 430 29
Deferred income taxes 20 (180) 76
Other 9 (88) (303)
Net cash provided by operating activities 7,123 5,930 2,383
Cash flows from investing activities
Payments for property, plant and equipment (2,636) (2,643) (3,566)
Proceeds from sale of photo finishing plants 464
Acquisitions (1,865)
Other investing activities 80 111 234
Net cash used in investing activities (4,421) (2,068) (3,332)
Cash flows from financing activities
(Decrease)/increase in commercial paper (2,458) 660
Proceeds from issuance of long-term debt 547 1,004
Net proceeds from formation of Real Estate
Investment Trust (REIT) 632
Purchase of Company stock (1,569) (208) (105)
Dividends paid (611) (481) (458)
Payment of long-term debt (554) (541) (126)
Payment of capital lease obligations (94) (74) (81)
Other financing activities 143 68 93
Net cash (used in)/provided by financing
activities (2,138) (3,062) 987
Net increase in cash and cash equivalents 564 800 38
Cash and cash equivalents at beginning of year 883 83 45
Cash and cash equivalents at end of year $ 1,447 $ 883 $ 83
Supplemental disclosure of cash flow information
Income tax paid $ 1,971 $ 1,791 $ 1,785
Interest paid 796 851 866
Capital lease obligations incurred 309 326 365
Investment in unconsolidated subsidiary
exchanged in acquisition 226

See accompanying notes.



Wal-Mart Stores, Inc. Annual Report - Page 30


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 Summary of Significant Accounting Policies

Consolidation
The consolidated financial statements include the accounts of subsidiaries.
Significant intercompany transactions have been eliminated in consolidation.

Cash and cash equivalents
The Company considers investments with a maturity of three months or less
when purchased to be cash equivalents.

Inventories
The Company uses the retail last-in, first-out (LIFO) method for domestic
Wal-Mart discount stores and Supercenters and cost LIFO for SAM'S Clubs.
International inventories are on other cost methods. Inventories are not in
excess of market value.

Pre-opening costs
Costs associated with the opening of stores are expensed during the first
full month of operations. The costs are carried as prepaid expenses prior to the
store opening. If the Company had expensed these costs as incurred, net income
would have been reduced by $2 million, $9 million and $2 million in fiscal 1998,
1997 and 1996, respectively.

Interest during construction
In order that interest costs properly reflect only that portion relating to
current operations, interest on borrowed funds during the construction of
property, plant and equipment is capitalized. Interest costs capitalized were
$33 million, $44 million and $50 million in 1998, 1997 and 1996, respectively.

Financial instruments
The Company uses derivative financial instruments for purposes other than
trading to reduce its exposure to fluctuations in foreign currencies and to
minimize the risk and cost associated with financial and global operating
activities. Settlements of interest rate swaps are accounted for by recording
the net interest received or paid as an adjustment to interest expense on a
current basis. Gains or losses resulting from market movements are not
recognized. Contracts that effectively meet risk reduction and correlation
criteria are recorded using hedge accounting. Hedges of firm commitments or
anticipated transactions are deferred and recognized when the hedged transaction
occurs.

Advertising costs
Advertising costs are expensed as incurred and were $292 million, $249
million and $219 million in 1998, 1997 and 1996, respectively.

Operating, selling and general and administrative expenses
Buying, warehousing and occupancy costs are included in operating, selling
and general and administrative expenses.

Depreciation and amortization
Depreciation and amortization for financial statement purposes are provided
on the straight-line method over the estimated useful lives of the various
assets. For income tax purposes, accelerated methods are used with recognition
of deferred income taxes for the resulting temporary differences.
Estimated useful lives are as follows:

Building and improvements 5-33 years
Fixtures and equipment 5-12 years
Transportation equipment 2-5 years
Goodwill 20-40 years

Long-lived assets
In fiscal 1997, the Company adopted Statement of Financial Accounting
Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of. The statement requires entities to review
long-lived assets and certain intangible assets in certain circumstances, and if
the value of the assets is impaired, an impairment loss shall be recognized. Due
to the Company's previous accounting policies, this pronouncement had no
material effect on the Company's financial position or results of operations.

Comprehensive income
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement No. 130, "Reporting Comprehensive Income," which is effective for
fiscal years beginning after December 15, 1997. This statement establishes
standards for reporting and display of comprehensive income and its components.
The Company anticipates adopting this Statement in fiscal 1999. Since this
Statement requires only additional disclosure, there will be no effect on the
Company's results of operations or financial position.

Net income per share
In fiscal 1998, the Company adopted Statement of Financial Accounting
Standards No. 128, Earnings Per Share. Statement 128 replaces primary and fully
dilutive earnings per share with basic and dilutive earnings per share. Unlike
primary earnings per share, basic earnings per share excludes any dilutive
effect of options. Basic earnings per share for all periods presented are the
same as previously reported. Basic net income per share is based on the weighted
average outstanding common shares. Dilutive net income per share is based on the
weighted average outstanding shares reduced by the effect of stock options.
The shares used in the computations for basic and dilutive net income per
share are as follows (in millions):

1998 1997 1996
Basic 2,258 2,292 2,296
Dilutive 2,267 2,296 2,299


Wal-Mart Stores, Inc. Annual Report - Page 31

Foreign currency translation
The assets and liabilities of most foreign subsidiaries are translated at
current exchange rates and any related translation adjustments are recorded in
Consolidated Shareholders' Equity. Operations in Brazil and Mexico operate in
highly inflationary economies and certain assets are translated at historical
exchange rates and all translation adjustments are reflected in the Consolidated
Income Statements.

Estimates and assumptions
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Reclassifications
Certain reclassifications have been made to prior periods to conform to
current presentation.

2 Commercial Paper and Long-term Debt

Information on short-term borrowings and interest rates is as follows
(dollar amounts in millions):


Fiscal years ended January 31, 1998 1997 1996

Maximum amount outstanding at month-end $ 1,530 $ 2,209 $ 3,686
Average daily short-term borrowings 212 1,091 2,106
Weighted average interest rate 5.6% 5.3% 5.9%


At January 31, 1998 and 1997, there were no short-term borrowings
outstanding. At January 31, 1998, the Company had committed lines of credit of
$1,873 million with 77 banks and informal lines of credit with various banks
totaling an additional $1,950 million, which were used to support short-term
borrowings and commercial paper. Short-term borrowings under these lines of
credit bear interest at or below the prime rate.

Long-term debt at January 31, consists of (amounts in millions):


1998 1997

8.625% Notes due April 2001 $ 750 $ 750
5.875% Notes due October 2005 597 597
5.614% Notes due February 2010 with
biannual put options 500 -
7.500% Notes due May 2004 500 500
9.100% Notes due July 2000 500 500
6.125% Notes due October 1999 500 500
7.800% - 8.250% Obligations from sale/leaseback
transactions due 2014 458 466
6.500% Notes due June 2003 454 454
7.250% Notes due June 2013 445 445
7.000% - 8.000% Obligations from sale/leaseback
transactions due 2013 306 314
6.750% Notes due May 2002 300 300
8.500% Notes due September 2024 250 250
6.750% Notes due October 2023 250 250
8.000% Notes due September 2006 250 250
6.125% Eurobond due November 2000 250 250
6.875% Eurobond due June 1999 250 250
6.375% Notes due March 2003 228 228
6.750% Eurobond due May 2002 200 200
5.500% Notes due March 1998 - 500
5.125% Eurobond due October 1998 - 250
7.000% Eurobond due April 1998 - 250
Other 203 205
$7,191 $7,709



Wal-Mart Stores, Inc. Annual Report - Page 32

In fiscal 1998, the Company borrowed $500 million due in 2010 with put
options imbedded. Beginning in 2000, and every second year, thereafter until
2010, the holders of the debt may require the Company to repurchase the debt at
face value.
Long-term debt is unsecured except for $202 million, which is collateralized
by property with an aggregate carrying value of approximately $349 million.
Annual maturities of long-term debt during the next five years are (in
millions):


Fiscal year ending Annual
January 31, maturity

1999 $ 1,039
2000 815
2001 2,018
2002 52
2003 559
Thereafter 3,747


The Company has agreed to observe certain covenants under the terms of its
note agreements, the most restrictive of which, relates to amounts of additional
secured debt and long-term leases.
The Company has entered into sale/leaseback transactions involving
buildings while retaining title to the undering land.
These transactions were accounted for as financings and are included in
long-term debt and the annual maturities schedules above. The resulting
obligations are amortized over the lease terms. Future minimum lease payments
for each of the five succeeding years, as of January 31, 1998, are
(in millions):



Fiscal years ending Minimum
January 31, rentals

1999 $ 76
2000 104
2001 100
2002 94
2003 98
Thereafter 817



At January 31, 1998 and 1997, the Company had letters of credit outstanding
totaling $673 million and $811 million, respectively. These letters of credit
were issued primarily for the purchase of inventory.
Under shelf registration statements previously filed with the Securities and
Exchange Commission, the Company may issue debt securities aggregating $251
million.

3 Financial Instruments:

Interest rate instruments
The Company enters into interest rate swaps to minimize the risks and costs
associated with its financial activities. The swap agreements are contracts to
exchange fixed or variable rates for floating interest rate payments
periodically over the life of the instruments. The notional amounts are used to
measure interest to be paid or received and do not represent the exposure to
credit loss. The rates paid on these swaps range from 3-month Deutschmark LIBOR
minus .0676% to 30-day Commercial Paper Non-Financial plus .134%. These
instruments are not recorded on the balance sheet, and as of January 31, 1998
and 1997, are as follows:



January 31, 1998
Notional amount Maturity Rate Fair
(in millions) received value

$ 585 2006 6.97% $17
$ 500 2000 5.65% -
$1,101 2003 30-day commercial ($1)
paper non-financial




January 31, 1997
Notional amount Maturity Rate
(in millions) received
>C>
$630 2006 6.97%



Foreign exchange instruments
The Company has entered into a foreign currency swap to hedge its investment
in Germany. Under the agreement, the Company will pay $1,960 million in German
Deutschmarks in 2003 and will receive $1,101 million in United States Dollars.
At January 31, 1998, the fair value of this swap was $30 million.
The Company enters routinely into forward currency exchange contracts in the
regular course of business to manage its exposure against foreign currency
fluctuations on inventory purchases denominated in foreign currencies. These
contracts are for short durations (six months or less) and are insignificant to
the Company's operations or financial position. (There were approximately $27
million outstanding at January 31, 1998.)

Fair value of financial instruments
Cash and cash equivalents: The carrying amount approximates fair value due
to the short maturity of these instruments.
Long-term debt: The fair value of the Company's long-term debt, including
current maturities, approximates $8,639 million at January 31, 1998 and is based
on the Company's current incremental borrowing rate for similar types of
borrowing arrangements.
Interest rate instruments: The fair values are estimated amounts the Company
would receive or pay to terminate the agreements as of the reporting dates.
Foreign currency contracts: The fair value of foreign currency contracts are
estimated by obtaining quotes from brokers.


Wal-Mart Stores, Inc. Annual Report - Page 33

4 Defined Contribution Plans

The Company maintains profit sharing plans under which most full-time, and
many part-time associates become participants following one year of employment.
In fiscal 1998, the Company add
ed 401(k) plans in which the same associates may elect to contribute up to 10%
of their earnings.
The Company will make annual contributions to these plans on behalf of all
eligible associates, including those who have not elected to contribute to the
401(k) plan.
Annual Company contributions are made at the sole discretion of the Company,
and were $321 million, $247 million and $204 million in 1998, 1997 and 1996,
respectively.

5 Income Taxes

The income tax provision consists of the following (in millions):


1998 1997 1996

Current
Federal $1,891 $1,769 $1,342
State and local 186 201 188
International 18 4
Total current tax provision 2,095 1,974 1,530
Deferred
Federal (5) (97) 119
State and local (2) (9) 15
International 27 (74) (58)
Total deferred tax provision 20 (180) 76
Total provision for income taxes $2,115 $1,794 $1,606




Items that give rise to significant portions of the deferred tax accounts at
January 31, are as follows (in millions):



1998 1997 1996

Deferred tax liabilities:
Property, plant and equipment $ 797 $ 721 $ 617
Inventory 275 145 135
International, principally asset
basis differences 387 83 62
Other 33 45 19
Total deferred tax liabilities 1,492 994 833
Deferred tax assets:
Amounts accrued for financial reporting
purposes not yet deductible for tax
purposes 441 295 204
International, asset basis and loss
carryforwards 258 314 163
Capital leases 190 169 147
Deferred revenue 89 113
Other 108 68 49
Total deferred tax assets 1,086 959 563
Net deferred tax liabilities $ 406 $ 35 $ 270



A reconciliation of the significant differences between the effective income
tax rate and the federal statutory rate on pretax income follows:



1998 1997 1996

Statutory tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal
income tax benefit 2.1% 2.2% 3.1%
International (0.3%) (1.5%) (1.0%)
Other 0.2% 1.1% (0.3%)
37.0% 36.8% 36.8%


Wal-Mart Stores, Inc. Annual Report - Page 34

6 Acquisitions

A merger of the Mexican joint venture companies owned by Wal-Mart Stores,
Inc. and Cifra, S.A. de C.V. (Cifra) with, and into Cifra, was consummated with
an effective merger date of September 1, 1997. The Company received voting
shares of Cifra equaling approximately 33.5% of the outstanding voting shares
of Cifra in exchange for the Company's joint venture interests having a net book
value of approximately $644 million. No gain or loss was recognized on the
exchange of the joint venture interest. The Company then acquired 593,100,000
shares of the Series "A" Common Shares and Series "B" Common Shares of Cifra, in
a cash tender offer. The transaction has been accounted for as a purchase. The
net assets and liabilities acquired are recorded at fair value. Resulting
goodwill is being amortized over 40 years. As a result of the merger and tender
offer, Wal-Mart holds approximately 51% of the outstanding voting shares of
Cifra. The results of operations for Cifra, since the effective merger date,
have been included in the Company's results.
In December 1997, the Company acquired the Wertkauf hypermarket chain in
Germany, as well as certain real estate. The 21 hypermarkets are one-stop
shopping centers that offer a broad assortment of high-quality general
merchandise and food and are similar to the Wal-Mart Supercenter format in the
United States. The transaction has been accounted for as a purchase. Net assets
and liabilities of Wertkauf and the real estate are recorded at fair value. The
goodwill is being amortized over 40 years. The transaction closed on December
30, 1997; therefore, the assets are included in the January 31, 1998
consolidated balance sheet and the results of operations will be included
beginning in fiscal 1999.
In December 1997, the Company acquired the 40% minority interest in its
Brazilian joint venture from Lojas Americanas, and then sold a 5% share to an
individual. The purchase price of the minority interest approximated book value.
Because the transaction closed on December 30, 1997, the results of operations
for fiscal 1998 include the Company's original ownership percentage of the joint
venture.
Pro forma results of operations are not presented due to the insignificant
differences from historical results, both individually and in the aggregate.
The fair value of the assets and liabilities recorded as a result of these
transactions is as follows (in millions):




Cash and cash equivalents $ 500
Receivables 97
Inventories 266
Net property, plant and equipment 2,105
Goodwill 1,213
Accounts payable (431)
Accrued liabilities (132)
Deferred income taxes (353)
Minority interest (705)
Other 31
2,591
Investment in unconsolidated Mexican
subsidiary exchanged (226)
Total cash purchase price $ 2,365



7 Stock Option Plans

At January 31, 1998, 70 million shares of common stock were reserved for
issuance under stock option plans. The options granted under the stock option
plans expire ten years from the date of grant. Options granted prior to November
17, 1995, may be exercised in nine annual installments. Options granted on or
after November 17, 1995, may be exercised in seven annual installments. The
Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related interpretations
in accounting for its employee stock options because the alternative fair value
accounting, provided under FASB Statement 123, "Accounting for Stock-Based
Compensation," requires the use of option valuation models that were not
developed for use in valuing employee stock options. Under APB 25, because the
exercise price of the Company's employee stock options equals the market price
of the underlying stock on the date of the grant, no compensation expense is
recognized.
Pro forma information, regarding net income and income per share, is
required by Statement 123 and has been determined as if the Company had
accounted for its associate stock option plans under the fair value method of
that statement. The fair value of these options was estimated at the date of the
grant using the Black-Scholes option pricing model with the following assumption
ranges: risk-free interest rates between 7.2% and 5.6%, dividend yields between
0.7% and 1.0%, volatility factors between .23 and .27, and an expected life of
the option of 7.4 years for the options issued prior to November 17, 1995 and
5.8 years for options issued thereafter.
The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options, which have no vesting restrictions and are
fully transferrable. In addition, option valuation methods require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's associate stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimates, in
management's opinion, the existing models do not necessarily provide a reliable

Wal-Mart Stores, Inc. Annual Report - Page 35

single measure of the fair value of its associate stock options. Using the
Black-Scholes option valuation model, the weighted average grant date value of
options granted during the year ended January 31, 1998, was $13 per option.

The effect of applying the fair value method of Statement 123 to the
Company's option plan does not result in net income and net income per share
that are materially different from the amounts reported in the Company's
consolidated financial statements as demonstrated below: (Amounts in millions
except per share data)



1998 1997 1996

Pro forma net income $3,504 $3,042 $2,737
Pro forma earnings
per share - basic $ 1.55 $ 1.33 $ 1.19
Pro forma earnings
per share - dilutive $ 1.55 $ 1.32 $ 1.19



Further information concerning the options is as follows:



Weighted
Option price average
Shares per share per share Total

January 31, 1995 17,969,000 $ 2.78-30.62 $20.20 $362,981,000
Options granted 7,114,000 23.50-24.75 23.61 167,959,000
Options canceled (1,953,000) 3.75-30.82 22.46 (43,873,000)
Options exercised (1,101,000) 2.78-25.38 8.79 (9,678,000)
January 31, 1996 22,029,000 4.94-30.82 21.67 477,389,000
(5,011,000 shares
exerciseable)
Options granted 11,466,000 22.25-25.25 23.19 265,931,000
Options canceled (2,110,000) 5.78-30.82 23.27 (49,109,000)
Options exercised (999,000) 4.94-25.75 10.34 (10,327,000)
January 31, 1997 30,386,000 6.50-30.82 22.51 683,884,000
(6,448,000 shares
exerciseable)
Options granted 5,263,000 24.88-39.94 37.87 199,309,000
Options canceled (1,802,000) 6.50-35.06 23.45 (42,251,000)
Options exercised (3,519,000) 6.50-30.82 19.25 (67,729,000)
January 31, 1998 30,328,000 $ 7.19-39.94 $25.50 $773,213,000
(6,731,000 shares
exerciseable)
The weighted average remaining life of options outstanding as of January 31,
1998 was 7.5 years.
Shares available for option grants:
January 31, 1997 43,590,000
January 31, 1998 40,129,000



The following table summarizes information about stock options outstanding as of
January 31, 1998.



Weighted Weighted Weighted
Range of Number of Average Remaining Average Options Average
Exercise Prices Options Life (Years) Exercise Price Exerciseable Exercise Price

$ 7.19 to 10.66 1,593,000 1.8 $10.23 1,233,000 $10.13
13.25 to 17.69 898,000 2.9 14.44 550,000 14.46
20.00 to 24.88 17,998,000 8.0 23.29 3,000,000 23.32
25.00 to 29.75 4,513,000 5.4 27.25 1,887,000 27.62
30.82 to 39.94 5,326,000 9.8 37.89 61,000 30.82
30,328,000 6,731,000



Wal-Mart Stores, Inc. Annual Report - Page 36

8 Long-term Lease Obligations

The Company and certain of its subsidiaries have long-term leases for
stores and equipment. Rentals (including, for certain leases, amounts
applicable to taxes, insurance, maintenance, other operating expenses and
contingent rentals) under all operating leases were $596 million, $561
million and $531 million in 1998, 1997 and 1996, respectively. Aggregate
minimum annual rentals at January 31, 1998, under non-cancelable leases
are as follows (in millions):



Fiscal Operating Capital
year leases leases

1999 $ 404 $ 347
2000 384 345
2001 347 344
2002 332 343
2002 315 340
Thereafter 2,642 3,404
Total minimum rentals $ 4,424 5,123
Less estimated executory costs 73
Net minimum lease payments 5,050
Less imputed interest at rates ranging from 6.1% to 14.0% 2,465
Present value of minimum lease payments $ 2,585



Certain of the leases provide for contingent additional rentals based
on percentage of sales. Such additional rentals amounted to $46 million,
$51 million and $41 million in 1998, 1997 and 1996, respectively.
Substantially all of the store leases have renewal options for additional
terms from five to 25 years at comparable rentals.
The Company has entered into lease commitments for land and buildings
for 38 future locations. These lease commitments with real estate
developers provide for minimum rentals for 20 to 25 years, excluding
renewal options, which if consummated based on current cost estimates, will
approximate $38 million annually over the lease terms.

9 Segments

The Company and its subsidiaries are principally engaged in the
operation of mass merchandising stores located in all 50 states, Argentina,
Brazil, Canada, Germany, Mexico and Puerto Rico, and through joint ventures
in China.
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which the Company has adopted in the current year.
The Company identifies such segments based on management
responsibility within the United States and geographically for all
international units. The Wal-Mart Stores segment includes the Company's
discount stores and Supercenters in the United States. The SAM'S Club
segment includes the warehouse membership clubs in the United States. The
Company's operations in Argentina, Brazil, Germany, Mexico and China are
consolidated using a December fiscal year end, generally due to statutory
reporting requirements. There were no significant intervening events which
materially affected the financial statements. The Company measures segment
profit as operating profit, which is defined as income before interest
expense, income taxes and minority interest. Information on segments and a
reconciliation to income, before income taxes and minority interest, are as
follows (in millions):



Fiscal year ended January 31,1998
Wal-Mart
Stores SAM'S Club International Other Consolidated

Revenues from external
customers $ 83,820 $ 20,668 $ 7,517 $ 5,953 $ 117,958
Intercompany real estate
charge (income) 1,375 349 (1,724)
Depreciation and
amortization 674 104 118 738 1,634

Operating income 5,833 616 262 (208) 6,503
Interest expense 784
Income before income taxes
and minority interest 5,719
Total assets $ 22,002 $ 3,864 $ 7,390 $ 12,128 $ 45,384



Wal-Mart Stores, Inc. Annual Report - Page 37



Fiscal year ended January 31,1997
Wal-Mart
Stores SAM'S Club International Other Consolidated

Revenues from external
customers $ 74,840 $ 19,785 $ 5,002 $ 5,232 $ 104,859
Intercompany real estate
charge (income) 1,250 346 (1,596)
Depreciation and
amortization 628 99 70 666 1,463

Operating income 5,033 557 24 108 5,722
Interest expense 845
Income before income taxes
and minority interest 4,877
Total assets $ 20,905 $ 3,927 $ 2,887 $ 11,885 $ 39,604





Fiscal year ended January 31,1996
Wal-Mart
Stores SAM'S Club International Other Consolidated

Revenues from external
customers $ 66,271 $ 19,068 $ 3,712 $ 4,576 $ 93,627
Intercompany real estate
charge (income) 1,075 339 (1,414)
Depreciation and
amortization 561 95 52 596 1,304

Operating income 4,562 480 (16) 221 5,247
Interest expense 888
Income before income taxes
and minority interest 4,359
Total assets $ 19,292 $ 3,875 $ 2,305 $ 12,069 $ 37,541



International long-lived assets excluding goodwill are $3,537 million,
$1,199 million and $952 million in 1998, 1997 and 1996, respectively.
Additions to international long-lived assets are $2,401 million, $317
million and $747 million in 1998, 1997 and 1996, respectively. The
international segment includes all international real estate. All of the
real estate in the United States is included in the "Other" category and is
leased to Wal-Mart Stores and SAM'S Club. The revenues in the "other"
category result from sales to third parties by McLane Company, Inc., a
wholesale distributor.
McLane offers a wide variety of grocery and non-grocery products, which
it sells to a variety of retailers including the Company's Wal-Mart Stores
and SAM'S Club. McLane is not a significant segment and, therefore, results
are not presented separately.


10 Quarterly Financial Data (unaudited)



Quarters ended
Amounts in millions (except
per share information) April 30, July 31, October 31, January 31,

1998
Net sales $25,409 $28,386 $28,777 $35,386
Cost of sales 20,127 22,478 22,680 28,153
Net income 652 795 792 1,287
Net income per share,
basic and dilutive $.29 $.35 $.35 $.57
1997
Net sales $22,772 $25,587 $25,644 $30,856
Cost of sales 18,032 20,336 20,416 24,726
Net income 571 706 684 1,095
Net income per share,
basic and dilutive $.25 $.31 $.30 $.48



Wal-Mart Stores, Inc. Annual Report - Page 38

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders,
Wal-Mart Stores, Inc.

We have audited the accompanying consolidated balance sheets of Wal-Mart
Stores, Inc. and Subsidiaries as of January 31, 1998 and 1997, and the
related consolidated statements of income, shareholders' equity and cash
flows for each of the three years in the period ended January 31, 1998.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Wal-
Mart Stores, Inc. and Subsidiaries at January 31, 1998 and 1997, and the
consolidated results of their operations and their cash flows for each of
the three years in the period ended January 31, 1998, in conformity with
generally accepted accounting principles.

/s/ Ernst & Young LLP
Ernst & Young LLP

Tulsa, Oklahoma
March 24, 1998


Wal-Mart Stores, Inc. Annual Report - Page 39

Listings- Stock Symbol: WMT
New York Stock Exchange
Pacific Stock Exchange



Market Price of Common Stock
Fiscal years ended January 31,
1998 1997
Quarter Ended Hi Low Hi Low

April 30 $29.88 $23.13 $24.50 $20.88
July 31 $38.56 $28.25 $26.25 $22.88
October 31 $38.75 $32.19 $28.13 $24.50
January 31 $41.75 $36.06 $27.00 $22.13





Dividends Paid Per Share
Fiscal years ended January 31,
Quarterly
1998 1997

April 9 $0.0675 April 8 $0.0525
July 14 $0.0675 July 8 $0.0525
October 14 $0.0675 October 7 $0.0525
January 12 $0.0675 January 17 $0.0525