June 7, 1999 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended April 30, 1999.
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ______to______.

Commission file number 1-6991

WAL-MART STORES, INC.
(Exact name of registrant as specified in its charter)

Delaware ___________71-0415188__________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

702 S.W. Eighth Street
Bentonville, Arkansas ____________72716______________
(Address of principal executive offices) (Zip Code)

(501) 273-4000
(Registrant's telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter periods that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes __X__ No _____

Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by the court.
Yes _____ No _____

Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.

Common Stock, $.10 Par Value - 4,450,133,947 shares as of April 30, 1999.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WAL-MART STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in millions)

[FN]

See accompanying notes to condensed consolidated financial statements

*Note: The balance sheet at January 31, 1999, has been derived from the
audited financial statements at that date, and condensed.

WAL-MART STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Amounts in millions except per share data)

[FN]

See accompanying notes to condensed consolidated financial statements.

WAL-MART STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in millions)

[FN]

See accompanying notes to condensed consolidated financial statements.

WAL-MART STORES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Basis of Presentation

The condensed consolidated balance sheet as of April 30, 1999, and
the related condensed consolidated statements of income for the three
month periods ended April 30, 1999, and 1998, and the condensed
consolidated statements of cash flows for the three month periods ended
April 30, 1999, and 1998, are unaudited. In the opinion of management,
all adjustments necessary for a fair presentation of the financial
statements have been included. The adjustments consisted only of normal
recurring items. Interim results are not necessarily indicative of
results for a full year.

The financial statements and notes are presented in accordance with
the rules and regulations of the Securities and Exchange Commission and
do not contain certain information included in the Company's annual
report. Therefore, the interim statements should be read in conjunction
with the Company's annual report for the fiscal year ended January 31,
1999.

NOTE 2. Inventories

The Company uses the retail last-in, first-out (LIFO) method for the
Wal-Mart Stores segment, cost LIFO for the Sam's Club segment, and other
cost methods for the International segment. Inventories are not in excess
of market value. Quarterly inventory determinations under LIFO are
partially based on assumptions as to inventory levels at the end of the
fiscal year, sales and the rate of inflation for the year. If the first-
in, first-out (FIFO) method of accounting had been used by the Company,
inventories at April 30, 1999, would have been $453 million higher than
reported, which is a decrease in the LIFO reserve of $20 million from
January 31, 1999. If the FIFO method had been used at April 30, 1998,
inventories would have been $363 million higher than reported, an
increase in the LIFO reserve of $15 million from January 31, 1998.

NOTE 3. 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 is
effective for the Company as of February 1, 1999. The SOP requires the
capitalization of certain costs incurred in connection with developing or
obtaining software for internal use. The adoption of SOP 98-1 did not
have a material impact on the results of operations for the quarter ended
April 30, 1999, and the Company does not anticipate that there will be a
material impact for the year.

NOTE 4. Segments

The Company is principally engaged in the operation of mass
merchandising stores that serve customers primarily through the operation
of three segments. The Company identifies its 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 International segment includes all operations in Argentina,
Brazil, Canada, China, Germany, Korea, Mexico and Puerto Rico. The
revenues in the "Other" category result from sales to third parties by
McLane Company, Inc., a wholesale distributor.

Net sales by operating segment were as follows (in millions):

Operating profit and reconciliation to income before income taxes and
minority interest are as follows (in millions):

NOTE 5. Comprehensive Income

Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income", establishes standards for reporting and display of
comprehensive income and its components. Comprehensive income is net
income, plus certain other items that are recorded directly to
shareholders' equity, bypassing net income. The only such item currently
applicable to the Company is foreign currency translation adjustments.

Comprehensive income was $1,138 million and $840 million for the
quarters ended April 30, 1999 and 1998, respectively.

NOTE 6. 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 was
March 19, 1999, and it was distributed on April 19, 1999. Consequently,
the per share data for all periods presented has been restated to reflect
the stock split.

NOTE 7. Subsequent event

Subsequent to the Company's first quarter earnings release on May
11, 1999, a $624 million jury verdict was rendered against the Company in
a lawsuit related to distributing groceries in Mexico. On May 16, 1999,
the Company agreed to settle the lawsuit for an amount less than the jury
verdict. The Company had previously established reserves related to this
lawsuit which was not material to its results of operations or financial
position. The settlement exceeded the Company's estimated reserves for
this lawsuit. As the Company had released its first quarter operating
results prior to the settlement on May 16, 1999, a charge will be
reflected in the second quarter for an amount by which the settlement
exceeded the reserves, or $0.03 per share net of taxes. Had the Company
known of and recorded the charge as of its first quarter earnings release
on May 11, 1999, net income for the first quarter would have been $0.03
per share lower than reported.

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations

The Company had a 16% sales increase for the quarter ended April 30,
1999, when compared to the same quarter in fiscal 1999. The sales
increase was attributable to the Company's expansion program in the Wal-
Mart stores, Sam's Clubs and the International segments and a domestic
comparative store sales increase of 9.3%. This comparative store sales
increase is comprised of a 9.6% increase for the Wal-Mart stores and a
8.3% increase for the Sam's Clubs.

Domestic expansion activity during the first three months of fiscal
2000 included the addition of nine new Wal-Mart stores, the conversion of
21 Wal-Mart stores to Supercenters, six new Supercenters and two new
Sam's Clubs. International expansion during the first three months of

fiscal 2000 included the addition of one unit in Canada, one unit in
China and seven units in Mexico.

At April 30, 1999, the Company had 1,857 Wal-Mart stores, 591
Supercenters, and 453 Sam's Clubs in the United States. Internationally,
the Company operated units in Argentina(13), Brazil(14), Canada(154),
Germany(95), Mexico(423), and Puerto Rico(15) and under joint venture
agreements in China(6) and Korea(4). At April 30, 1998, the Company had
1,908 Wal-Mart stores, 458 Supercenters, and 444 Sam's Clubs in the
United States. Internationally, the Company operated units in
Argentina(11), Brazil(9), Canada(145), Germany(21), Mexico(404), and
Puerto Rico(14), and under joint venture agreements in China(3).

The International segment had a 26% sales increase for the first
quarter ended April 30, 1999. This increase was due principally to
expansion activities which included the acquisition in July 1998 of four
units previously operated by Korea Makro in Korea, and the acquisition in
January 1999 of the Interspar hypermarket chain in Germany. As a result
of the timing of these acquisitions, sales for the first quarter ended
April 30, 1999, are not comparable to the same period last year due to
the additional sales generated by these acquisitions in the current
year's period.

International sales accounted for 9.5% of total Company sales in the
first quarter of fiscal 2000, compared with 8.7% during the same period
in fiscal 1999. Sam's Clubs sales as a percentage of total Company sales
fell from 16.9% in the quarter ended April 30, 1998, to 16.1% for the
quarter ended April 30, 1999, largely as a result of more rapid growth of
sales in other segments.

The Company's gross profit as a percentage of sales increased from
21.10% in the first quarter of fiscal 1999 to 21.53% during the first
quarter of fiscal 2000. Gross profit as a percentage of sales improved
in all operating segments, primarily through a better mix of merchandise.
Additionally, markdowns, on a comparable basis, and shrinkage for the
first quarter of fiscal 2000 were down as a percentage of sales when
compared to the same period in fiscal 1999. The improvements in gross
profit occurred without price increases, despite acceleration of the
Company's price rollback program and with significant growth in the lower
margin food business. As the Sam's Clubs segment comprises a lower
percentage of consolidated Company sales, the gross profit stated as a
percentage of sales for the Company as a whole, is positively impacted
since its contribution to gross margin is a lower percentage than that of
the Wal-Mart and International operating segments.

Operating, selling, general and administrative expenses decreased as
a percentage of sales from 17.01% during the first quarter of fiscal 1999
to 16.96% for the first quarter of fiscal 2000. The Wal-Mart stores
segment had expense improvements, while the Sam's Clubs segment was
largely unchanged, and the International segment's expenses as a
percentage of sales increased, for the three-month period ended April 30,
1999 when compared to the same period of the previous year. Excluding
investments in new markets, the International segment actually reduced
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 Clubs 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 Sam's Clubs.

The International segment's operating profit decreased from $82
million in the first quarter of fiscal 1999 to $64 million for the first
quarter of fiscal 2000. Operating profit is below last year's
performance, due primarily to the expenditures associated with the
acquisitions in Germany. As noted above, the results for the first
quarter of fiscal 2000 includes the operating results of Korea Makro and
Interspar(Germany).

Mexico was considered to operate in a highly-inflationary economy
and using United States Dollars reported its operations for fiscal year
1999. In fiscal 2000, Mexico is no longer considered a highly-
inflationary economy and is reporting its operations in its local
currency. There was not a material impact on the Company's consolidated
or International segment's results of operations or financial position as
a result of the change.

Liquidity and Capital Resources

Cash flows provided by operating activities were $1,546 million for
the first quarter of fiscal 2000, compared with $858 million for the
comparable period in fiscal 1999. Operating cash flow was up for the
three months ended April 30, 1999, primarily due to a larger increase of
$1,005 million in accounts payable compared with an increase in accounts
payable of $645 million in fiscal 1999, and slightly mitigated by the
addition of $1,073 million in inventory compared with an increase in
inventory of $998 million in the comparable period in fiscal 1999.
Inventories for the Company were up only 6% on a sales increase of 16%.
Cash and cash equivalents at the end of the quarter were up 155% or $1.2
billion, when compared with the end of the same period in fiscal 1999.
During the first three months of fiscal 2000, the Company repurchased $9
million of its common stock, paid dividends of $222 million and invested
$1,110 million in capital expenditures.

At April 30, 1999, the Company had total assets of $52,023 million
compared with total assets of $49,996 million at January 31, 1999.
Working capital at April 30, 1999, was $4,601 million, up $231 million
from January 31, 1999. The ratio of current assets to current
liabilities was 1.3 to 1.0 at April 30, 1999, April 30, 1998, and January
31, 1999.

In March 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 twenty seventh consecutive yearly increase in
dividends.

The Company anticipates generating sufficient operating cash flow to
pay the increased dividend, to fund all capital expenditures, and

continue the share repurchase program. The Company plans to refinance
existing long-term debt as it matures and may desire to obtain additional
long-term financing for other purposes 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. The Company has the ability to sell up to
$501 million of debt in the public markets under a shelf registration
statement previously filed with the United States Securities and Exchange
Commission.

Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." As proposed the Statement will be effective for the Company
beginning February 1, 2001. 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.

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 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 years 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 supports the Company's International segment. The
assessment phase of the Year 2000 project is substantially complete and
included assessments of 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
Company's total application inventory remain to be converted, these
applications are dependent on vendor upgrade availability and will be
completed by October 1999. Virtually all of the compliance was performed
or is 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. No significant issues
have been detected in the testing. A second, more comprehensive phase of
testing, started in March 1999 and will continue through July 1999. A
final test cycle is planned for October 1999 to ensure all version
levels, upgrades, new releases and enhancements implemented throughout
the year 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, which is being
capitalized. Approximately $19 million of the $27 million cost of
conversion had been incurred by the end of the first quarter of fiscal
2000. 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 that are not year 2000 compliant. 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.

PART II. OTHER INFORMATION

Item 5. Other Information

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.

Item 6. Exhibits and Reports on Form 8-K

(a) The following document is filed as an exhibit to this Form
10-Q:

Exhibit 27 - Financial Data Schedule

(b) There were no reports on Form 8-K for the quarter ended
April 30, 1999.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

WAL-MART STORES, INC.

Date: June 3, 1999 /s/David D. Glass
David D. Glass
President and
Chief Executive Officer

Date: June 3, 1999 /s/John B. Menzer
John B. Menzer
Executive Vice President
and Chief Financial Officer

Form: 10-Q

Documents

10-Q: Quarterly report pursuant to Section 13 or 15(d)