8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

November 14, 2005

Wal-Mart Stores, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-06991	71-0415188
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

702 S.W. 8th Street

Bentonville, Arkansas 72716

(Address of Principal Executive Offices) (Zip code)

Registrant’s telephone number, including area code:

(479) 273-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Wal-Mart Stores, Inc. is furnishing the following information:

We will issue a press release (the “Press Release”) on November 14, 2005 that will disclose information regarding our results of operations for our fiscal quarter and our nine-month period ended October 31, 2005. A copy of the Press Release is being furnished and included herewith as Exhibit 99.1.

2

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.

Date: November 14, 2005

WAL-MART STORES, INC.
By:	/s/ Thomas M. Schoewe
	Name:	Thomas M. Schoewe
	Title:	Executive Vice President and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

Text of Press Release

WAL-MART

STORES, INC.

479/273-4314 www.walmartstores.com/news/

FOR IMMEDIATE RELEASE	Investor Relations Contacts
	Investor Relations 479/273-8446
	Jay Fitzsimmons 479/273-6445
	Pauline Tureman 479/277-9558
	Media Relations Contact
	Marty Heires 479/273-4314
	Pre-recorded Conference Call
	203/369-1090

Wal-Mart Reports Record Third Quarter Sales and Earnings

BENTONVILLE, Ark., November 14, 2005 — Wal-Mart Stores, Inc. reported record third quarter sales and earnings for the quarter ended October 31, 2005. Net sales were $75.4 billion, an increase of 10.1 percent over the third quarter of fiscal 2005. Net income for the quarter was $2.4 billion, an increase of 3.8 percent from $2.3 billion in the third quarter of fiscal 2005. Earnings per share were $0.57, up from $0.54 per share in the same prior year quarter.

Net income for the quarter ended October 31, 2005, included three items netting to an unfavorable after tax impact of $80 million or $0.02 per share: approximately $40 million of costs incurred as a result of hurricanes Katrina, Rita and Wilma; and in our Wal-Mart Stores segment, $69 million of expense related to product warranty programs partially offset by $29 million of other income resulting from the Visa MasterCard antitrust litigation settlement.

Net sales for the nine months ended October 31, 2005, were $223.2 billion, an increase of 9.9 percent over the first nine months of fiscal 2005. Net income for the nine months ended October 31, 2005, increased 7.6 percent to a record $7.6 billion, up from $7.1 billion in the same prior year period. Diluted earnings per share for the nine months ended October 31, 2005, were $1.82, up from $1.66 in the same prior year period.

Lee Scott, President and CEO, said, “I am proud of the record results our associates achieved in the quarter while leading the relief efforts in the aftermath of three major hurricanes.”

Net sales were as follows (dollars in billions):

	Three Months Ended October 31,						Nine Months Ended October 31,
	2005		2004		Percent   Change		2005		2004		Percent   Change
Wal-Mart Stores	$	50.243	$	45.888	9.5	%	$	149.693	$	136.373	9.8	%
SAM’S CLUB		10.019		9.082	10.3	%		29.143		27.139	7.4	%
International		15.174		13.550	12.0	%		44.319		39.493	12.2	%
Total Company	$	75.436	$	68.520	10.1	%	$	223.155	$	203.005	9.9	%

Total U.S. comparable sales for the quarter increased 3.8 percent, which is represented by a 2.9 percent comp increase for Wal-Mart Stores and an 8.1 percent comp increase for SAM’S CLUB. Total U.S. comparable sales for the nine month period were up 3.4 percent, which is comprised of a 3.1 percent comp increase for Wal-Mart Stores and a 5.0 percent comp increase for SAM’S CLUB.

Wal-Mart Stores Segment:

For the third quarter of fiscal 2006, the Wal-Mart Stores segment, including Supercenters, had segment operating income (income before net interest expense, income taxes, unallocated corporate overhead and minority interest) of $3.312 billion, an increase of 6.3 percent, compared with $3.115 billion in the third quarter of fiscal 2005.

For the nine months ended October 31, 2005, the Wal-Mart Stores segment, including Supercenters, had segment operating income of $10.610 billion, an increase of 6.9 percent, as compared with segment operating income of $9.921 billion in the similar period in the prior year.

SAM’S CLUB Segment:

The SAM’S CLUB segment had segment operating income for the third quarter of fiscal 2006 of $342 million, an increase of 11.8 percent, compared with $306 million in the third quarter of fiscal 2005.

For the nine months ended October 31, 2005, the SAM’S CLUB segment had segment operating income of $1.008 billion, an increase of 9.0 percent, as compared with segment operating income of $925 million in the similar period in the prior year.

International Segment:

The International segment had segment operating income of $797 million for the most recent quarter, an increase of 14.2 percent, compared with $698 million in the third quarter of fiscal 2005.

The International segment had segment operating income of $2.214 billion for the first nine months of fiscal 2006, an increase of 10.2 percent, compared with $2.009 billion for the similar period in fiscal 2005.

Guidance:

We expect earnings per share for the fourth quarter to come in between $0.82 to $0.86, and for the year, our forecast is $2.64 to $2.68.

After this earnings release has been furnished to the SEC, a pre-recorded call offering additional comments on the quarter will be available to all investors. You may listen to this call by dialing 203-369-1090. The information included in this release and our pre-recorded phone call will be available in the investor information area on our web site at www.walmartstores.com under financial information, earnings and dividends.

Wal-Mart Stores, Inc. operates Wal-Mart Stores, Supercenters, Neighborhood Markets and SAM’S CLUB locations in the United States. The company operates in Argentina, Brazil, Canada, China, Costa Rica, El Salvador, Germany, Guatemala, Honduras, Japan, Mexico, Nicaragua, Puerto Rico, South Korea and the United Kingdom. The company’s securities are listed on the New York and Pacific stock exchanges under the symbol WMT. More information about Wal-Mart can be found by visiting www.walmartfacts.com. Online merchandise sales are available at www.walmart.com.

This release contains statements as to management’s forecast of earnings per share for the fourth quarter and fiscal year 2006 that Wal-Mart believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act. These forward-looking statements are subject to risks, uncertainties and other factors, domestically and internationally, including, the cost of goods, competitive pressures, geopolitical conditions, inflation, consumer spending patterns and debt levels, currency exchange fluctuations, trade restrictions, changes in tariff and freight rates, weather conditions, changes in gasoline, diesel fuel and other energy costs, labor costs, health care costs and accident costs, interest rate fluctuations and other capital market conditions and other risks. We discuss certain of these factors more fully in other of our filings with the SEC, including our last Annual Report on Form 10-K filed with the SEC, and this release should be read in conjunction with that Annual Report on Form 10-K, and together with all our other filings, including current reports on Form 8-K, made with the SEC through the date of this report. We urge you to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements contained in this release. As a result of these matters, including changes in facts, assumptions not being realized or other circumstances, our actual results may differ materially from historical results or from anticipated results implied in the forward-looking statements contained in this release. These forward-looking statements are made only as of the date of this report and we undertake no obligation to update the forward-looking statements to reflect subsequent events or circumstances.

WAL-MART STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in millions except per share data)

	Three Months Ended October 31,						Nine Months Ended October 31,
	2005			2004			2005			2004
Revenues:
Net sales	$	75,436		$	68,520		$	223,155		$	203,005
Other income, net		817			762			2,371			2,227
		76,253			69,282			225,526			205,232
Costs and expenses:
Cost of sales		57,988			52,567			171,346			156,070
Operating, selling, general and administrative expenses		14,216			12,931			41,511			37,369
Operating income		4,049			3,784			12,669			11,793
Interest:
Debt		348			248			847			649
Capital leases		60			57			174			189
Interest income		(59	)		(64	)		(170	)		(149	)
Interest, net		349			241			851			689
Income before income taxes and minority interest		3,700			3,543			11,818			11,104
Provision for income taxes		1,254			1,207			3,969			3,853
Income before minority interest		2,446			2,336			7,849			7,251
Minority interest		(72	)		(50	)		(209	)		(148	)
Net income	$	2,374		$	2,286		$	7,640		$	7,103
Net income per common share:
Basic	$	0.57		$	0.54		$	1.82		$	1.67
Diluted	$	0.57		$	0.54		$	1.82		$	1.66
Weighted-average number of common shares:
Basic		4,165			4,242			4,189			4,266
Diluted		4,169			4,249			4,194			4,274

Certain reclassifications have been made to the prior period to conform to the current presentation.

WAL-MART STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in millions)

SUBJECT TO RECLASSIFICATION

	October 31, 2005		October 31, 2004		January 31, 2005
ASSETS
Cash and cash equivalents	$	4,535	$	4,639	$	5,488
Receivables		1,846		1,418		1,715
Inventories		36,573		33,680		29,762
Prepaid expenses and other		1,970		1,574		1,841
Total current assets		44,924		41,311		38,806
Property and equipment, at cost		91,781		80,988		84,037
Less accumulated depreciation		20,883		18,545		18,637
Property and equipment, net		70,898		62,443		65,400
Property under capital leases, net		3,086		2,627		2,718
Goodwill		10,467		10,191		10,803
Other assets and deferred charges		2,424		2,485		2,427
Total assets	$	131,799	$	119,057	$	120,154
LIABILITIES AND SHAREHOLDERS’ EQUITY
Commercial paper	$	6,774	$	7,569	$	3,812
Accounts payable		25,115		23,113		21,987
Dividends payable		645		537		—
Accrued liabilities		12,702		12,258		12,120
Accrued income taxes		650		525		1,281
Long-term debt due within one year		4,172		3,721		3,759
Obligations under capital leases due within one year		257		206		223
Total current liabilities		50,315		47,929		43,182
Long-term debt		23,249		19,099		20,087
Long-term obligations under capital leases		3,547		3,048		3,171
Deferred income taxes and other		3,391		2,626		2,978
Minority interest		1,379		1,261		1,340
Commitments and contingencies
Common stock and capital in excess of par value		2,925		2,723		2,848
Retained earnings		45,495		40,850		43,854
Other accumulated comprehensive income		1,498		1,521		2,694
Total shareholders’ equity		49,918		45,094		49,396
Total liabilities and shareholders’ equity	$	131,799	$	119,057	$	120,154

Certain reclassifications have been made to the prior period to conform to the current presentation.

WAL-MART STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in millions)

SUBJECT TO RECLASSIFICATION

	Nine Months Ended October 31
	2005			2004
Cash flows from operating activities:
Net income	$	7,640		$	7,103
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,514			3,161
Other		567			311
Changes in certain assets and liabilities, net of effects of acquisitions:
Increase in accounts receivable		(74	)		(44	)
Increase in inventories		(6,673	)		(6,632	)
Increase in accounts payable		3,182			3,099
Increase (decrease) in accrued liabilities		(42	)		450
Net cash provided by operating activities		8,114			7,448
Cash flows from investing activities:
Payments for property and equipment		(10,405	)		(9,260	)
Disposal of assets		739			742
Investment in international operations		(307	)		(315	)
Other investing activities		(122	)		(99	)
Net cash used in investing activities		(10,095	)		(8,932	)
Cash flows from financing activities:
Increase in commercial paper		2,962			4,302
Proceeds from issuance of long-term debt		6,940			4,831
Dividends paid		(1,887	)		(1,664	)
Payment of long-term debt		(2,722	)		(2,081	)
Purchase of Company stock		(3,580	)		(4,398	)
Other financing activities		(615	)		(105	)
Net cash provided by financing activities		1,098			885
Effect of exchange rates on cash		(70	)		39
Net decrease in cash and cash equivalents		(953	)		(560	)
Cash and cash equivalents at beginning of year		5,488			5,199
Cash and cash equivalents at end of period	$	4,535		$	4,639

Certain reclassifications have been made to the prior period to conform to the current presentation.