10-K 1 d10k.htm FORM 10-K (1/31/2007) Form 10-K (1/31/2007)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-K

 


 

x Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended January 31, 2007,

or

 

¨ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 1-6991.

 


LOGO

WAL-MART STORES, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   71-0415188

(State or other jurisdiction of

incorporation or organization)

 

(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

Securities registered pursuant to Section 12(b) of the Act:

 


 

Title of each class

 

Name of each exchange on which registered(1)

Common Stock, par value $0.10 per share   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

 


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  ¨    No  x

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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.  Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x                    Accelerated filer  ¨                    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨    No  x

As of July 31, 2006, the aggregate market value of the voting common stock of the registrant held by non-affiliates of the registrant, based on the closing sale price of those shares on the New York Stock Exchange reported on July 31, 2006, was $108,716,199,532. For the purposes of this disclosure only, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of the registrant’s common stock are the affiliates of the registrant.

The registrant had 4,124,451,341 shares of common stock outstanding as of March 16, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

 

Document

  

Parts Into Which Incorporated

Portions of Annual Report to Shareholders for the Fiscal Year Ended January 31, 2007 (“Annual Report to Shareholders”) included as an exhibit to this Form 10-K    Parts I and II
Portions of Proxy Statement for the Annual Meeting of Shareholders to be held June 1, 2007 (“Proxy Statement”)    Part III

(1) The registrant voluntarily withdrew its listing of shares of its common stock from NYSE Arca, Inc., effective December, 19, 2006, to eliminate duplicative administrative requirements inherent with dual listings as a result of the NYSE Group, Inc.’s recent merger with Archipelago Holdings, the parent company of NYSE Arca, Inc.

 



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This Annual Report on Form 10-K, the other reports, statements, and information that Wal-Mart Stores, Inc. (together with its subsidiaries hereinafter referred to as “we,” “Wal-Mart” or the “Company”) have previously filed or that we may subsequently file with the Securities and Exchange Commission (“SEC”) and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act. The forward-looking statements included or incorporated by reference in this Form 10-K and that are or may be included or incorporated by reference in those reports, statements, information and announcements address activities, events or developments that we expect or anticipate will or may occur in the future, including or relating, but not limited to, the amount and nature of future capital expenditures, opening of additional stores and clubs in the United States, opening of additional units in the other countries in which we operate, conversion of discount stores into supercenters, remodeling of or special projects at existing units, anticipated levels of change in comparable store sales from one period to another period, expansion and other development trends of the retail industry, our ability to integrate newly acquired operations into our existing operations, our business strategy, our financing strategy, expansion and growth of our business, our capital expenditures, changes in our operations, including the mix of products sold, our liquidity and ability to access the capital markets, our anticipated earnings per share for certain periods, our expected comparable store sales for certain periods and other similar matters. Forward-looking statements are often identified by the use of words or phrases such as “anticipate,” “believe,” “could occur,” “could result,” “estimate,” “expect,” “forecast,” “plan,” “will be,” and “will continue.” Although we believe the expectations expressed in the forward-looking statements included in this Form 10-K and those reports, statements, information and announcements are based or will be based on reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause our actual results to differ materially from those expressed or implied in any forward-looking statements, whether oral or written, made by us or on our behalf. Many of these factors have previously been identified in filings or statements made by us or on our behalf.

Our business operations are subject to factors outside our control. Any one, or a combination, of these factors could materially affect our financial performance, business operations, business strategy, plans, goals and objectives. These factors include, but are not limited to: the cost of goods, information security costs, labor costs, the cost of fuel and electricity, the cost of healthcare benefits, insurance costs, the cost of construction materials, competitive pressures, inflation, accident-related costs, consumer buying patterns and debt levels, weather patterns, catastrophic events, transport of goods from foreign suppliers, currency exchange fluctuations, trade restrictions, changes in tariff and freight rates, adoption of or changes in tax and other laws and regulations that affect our business, the outcome of legal proceedings to which we are a party, unemployment levels, interest rate fluctuations, changes in employment legislation and other capital market, economic and geo-political conditions and events. Moreover, we typically earn a disproportionate part of annual operating income in the fourth quarter as a result of the seasonal buying patterns. Those buying patterns are difficult to forecast with certainty. The foregoing list of factors that may affect our performance is not exclusive. Other factors and unanticipated events could adversely affect our business operations and financial performance. Readers are urged to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements. Forward-looking statements that we make or that are made by others on our behalf are based on a knowledge of our business and the environment in which we operate, but because of the factors described and listed above, as well as other factors, or as a result of changes in facts, assumptions not being realized or other circumstances, actual results may differ materially from those contemplated in the forward-looking statements. Consequently, this cautionary statement qualifies all of the forward-looking statements we make herein and that are incorporated by reference herein. We cannot assure the reader that the results or developments expected or anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers not to place undue reliance on such forward-looking statements, which speak only as of their dates. We undertake no obligation to update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.

For further information regarding certain risks applicable to our business operations, results of operations, financial condition and liquidity, see “Item 1A. Risk Factors.”

 

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WAL-MART STORES, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED JANUARY 31, 2007

PART I

 

ITEM 1. BUSINESS

General

Wal-Mart Stores, Inc. (“Wal-Mart,” the “Company” or “we”) operates retail stores in various formats around the world and is committed to saving people money so they can live better. We earn the trust of our customers every day by providing a broad assortment of quality merchandise and services at every day low prices (“EDLP”) while fostering a culture that rewards and embraces mutual respect, integrity and diversity. EDLP is our pricing philosophy under which we price items at a low price every day so that our customers trust that our prices will not change erratically under frequent promotional activity. Our fiscal year ends on January 31. During the fiscal year ended January 31, 2007, we had net sales of $345.0 billion.

Our Wal-Mart Stores segment is the largest segment of our business, accounting for 65.6% of our fiscal 2007 net sales. This segment consists of three different traditional retail formats, all of which operate in the United States, and Wal-Mart’s online retail format, walmart.com. Our traditional Wal-Mart Stores retail formats include:

 

   

Supercenters, which average approximately 187,000 square feet in size and offer a wide assortment of general merchandise and a full-line supermarket;

 

   

Discount stores, which average approximately 107,000 square feet in size and offer a wide assortment of general merchandise and a limited variety of food products; and

 

   

Neighborhood Markets, which average approximately 42,000 square feet in size and offer a full-line supermarket and a limited assortment of general merchandise.

Our Sam’s Club segment consists of membership warehouse clubs, which operate in the United States, and the segment’s online retail format, samsclub.com. Sam’s Club accounted for 12.1% of our fiscal 2007 net sales. Our focus for Sam’s Club is to provide exceptional value on brand-name merchandise at “members only” prices for both business and personal use. Our Sam’s Clubs average approximately 132,000 square feet in size.

At January 31, 2007, our International segment consisted of retail operations in 12 countries and Puerto Rico. This segment generated 22.3% of our fiscal 2007 net sales. The International segment includes several different formats of retail stores and restaurants, including discount stores, supercenters and Sam’s Clubs that operate outside the United States.

We maintain our principal offices at 702 S.W. 8th Street, Bentonville, Arkansas 72716, USA.

 

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The Development of Our Company

Although Wal-Mart was incorporated in Delaware in October 1969, the businesses conducted by our founders began in 1945 when Sam M. Walton opened a franchise Ben Franklin variety store in Newport, Arkansas. In 1946, his brother, James L. Walton, opened a similar store in Versailles, Missouri. Until 1962, our founders’ business was devoted entirely to the operation of variety stores. In that year, the first Wal-Mart Discount City, which was a discount store, opened. In fiscal 1984, we opened our first three Sam’s Clubs, and in fiscal 1988, we opened our first supercenter. In fiscal 1999, we opened our first Neighborhood Market.

In fiscal 1992, we began our first international initiative when we entered into a joint venture in Mexico, in which we owned a 50% interest along with Cifra S.A. de C.V. (“Cifra”). In fiscal 1998, we acquired the controlling interest in Cifra, and in February 2000, Cifra officially changed its name to Wal-Mart de Mexico, S.A. de C.V. Since fiscal 1992, our international presence has continued to expand, and at January 31, 2007, we had international operations in Argentina, Brazil, Canada, Costa Rica, El Salvador, Guatemala, Honduras, Japan, Mexico, Nicaragua, Puerto Rico, and the United Kingdom. We also operate through joint ventures in China.

At January 31, 2007, we operated 1,075 discount stores, 2,256 supercenters, 579 Sam’s Clubs and 112 Neighborhood Markets in the United States. Internationally, at the end of fiscal year 2007, the Company operated units in Argentina (13), Brazil (299), Canada (289), Costa Rica (137), El Salvador (63), Guatemala (132), Honduras (41), Japan (392), Mexico (889), Nicaragua (40), Puerto Rico (54), and the United Kingdom (335). We also operated 73 stores through joint ventures in China at January 31, 2007. In October 2006, we disposed of our South Korean and German operations.

The following tables provide summary information regarding the numbers, additions and square footage of our discount stores, supercenters, Neighborhood Markets and Sam’s Clubs in the United States, and the numbers and square footage of our units in our international markets for each of our fiscal years from fiscal 2003 through fiscal 2007.

WAL-MART STORES SEGMENT

STORE COUNT AND SQUARE FOOTAGE (1)

FISCAL YEARS ENDED JANUARY 31, 2003 THROUGH 2007

 

    

Wal-Mart

Discount Stores

  

Wal-Mart

Supercenters

Fiscal Year

   Opened    Closed    Conversions (2)    Total   

Square

Footage

   Opened (2)    Total    Square
Footage

Balance Forward

            1,647    157,686       1,066    197,442

2003

   43    —      122    1,568    151,913    192    1,258    234,611

2004

   41    1    130    1,478    145,065    213    1,471    275,067

2005

   36    2    159    1,353    135,481    242    1,713    320,056

2006

   24    2    166    1,209    123,607    267    1,980    370,711

2007

   15    2    147    1,075    114,507    276    2,256    421,211

 

    

Neighborhood

Markets

   Total Wal-Mart Stores Segment

Fiscal Year

   Opened    Total    Square
Footage
   Opened (3)    Closed    Total    Square
Footage

Balance Forward

      31    1,418          2,744    356,546

2003

   18    49    2,161    131    —      2,875    388,685

2004

   15    64    2,778    139    1    3,013    422,910

2005

   21    85    3,621    140    2    3,151    459,158

2006

   15    100    4,218    140    2    3,289    498,536

2007

   12    112    4,672    156    2    3,443    540,390

 

(1) Amounts are as of January 31, of the years shown. Square footage is reported in thousands.

 

(2) Includes conversions and relocations of discount stores to supercenters.

 

(3) Total opened, net of conversions and relocations of discount stores to supercenters.

 

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SAM’S CLUB SEGMENT

CLUB COUNT AND SQUARE FOOTAGE

FISCAL YEARS ENDED JANUARY 31, 2003 THROUGH 2007(1)

 

Fiscal Year

   Opened    Closed    Total    Square Footage

Balance Forward

         500    61,779

2003

   25    —      525    65,747

2004

   13    —      538    68,144

2005

   13    —      551    70,677

2006

   17    1    567    73,391

2007

   15    3    579    76,270

 

(1) Amounts are as of January 31, of the years shown. Square footage is reported in thousands.

The number of discount stores, supercenters, Neighborhood Markets and Sam’s Clubs located in each state in the United States at January 31, 2007 is disclosed in our Annual Report to Shareholders under the caption “Fiscal 2007 End-of-Year Store Count” and is incorporated herein by reference. Portions of such Annual Report to Shareholders are included as an exhibit to this Annual Report on Form 10-K.

 

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INTERNATIONAL SEGMENT

UNIT COUNT AND SQUARE FOOTAGE (1)

FISCAL YEARS ENDED JANUARY 31, 2003 THROUGH 2007

 

     Argentina    Brazil(2)    Canada
     Unit
Count
   Square
Footage
   Unit
Count
   Square
Footage
   Unit
Count
   Square
Footage

Balance Forward

   11    2,175    22    3,143    196    22,968

2003

   11    2,175    22    3,143    213    24,742

2004

   11    2,175    25    3,370    235    27,211

2005

   11    2,175    149    11,393    262    29,953

2006

   11    2,175    295    23,225    278    31,730

2007

   13    2,427    299    23,789    289    33,591
     China    Central America    Japan(3)
     Unit
Count
   Square
Footage
   Unit
Count
   Square
Footage
   Unit
Count
   Square
Footage

Balance Forward

   19    2,915            

2003

   26    4,025            

2004

   34    5,713            

2005

   43    7,550            

2006

   56    10,261          398    28,618

2007

   73    13,583    413    7,128    392    28,780
     Mexico    Puerto Rico    United Kingdom
     Unit
Count
   Square
Footage
   Unit
Count
   Square
Footage
   Unit
Count
   Square
Footage

Balance Forward

   535    28,933    17    2,104    250    20,220

2003

   581    32,106    52    3,182    258    20,941

2004

   623    35,334    53    3,478    267    21,967

2005

   679    39,133    54    3,596    282    23,328

2006

   774    44,655    54    3,774    315    25,532

2007

   889    50,401    54    3,829    335    26,800

 

     Total
International Segment
     Unit
Count(4)
   Square
Footage

Balance Forward

   1,050    82,458

2003

   1,163    90,314

2004

   1,248    99,248

2005

   1,480    117,128

2006

   2,181    169,970

2007

   2,757    190,328

 

(1) Unit counts are as of December 31, of the years shown for all countries except Canada and Puerto Rico, which are as of January 31. Square footage is reported in thousands.

 

(2) Brazil includes 118 units acquired from Bompreço S.A. Supermercados do Nordeste in February 2004 and 139 units acquired from Sonae Distribuição Brasil S.A. in December 2005.

 

(3) Excludes 45 Wakana units, which are take-out restaurants generally less than 1,000 square feet in size.

 

(4) Further information regarding our international operating formats by market can be found under the caption “International Segment” below.

 

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Our Industry Segments

Our retail operations serve our customers primarily through three segments. We identify those segments based on management responsibility within the United States and in total for international units. The Wal-Mart Stores segment includes our supercenters, discount stores and Neighborhood Markets in the United States as well as walmart.com. The Sam’s Club segment includes the warehouse membership clubs in the United States as well as samsclub.com. The International segment consists of our operations in Argentina, Brazil, Canada, China, Costa Rica, El Salvador, Guatemala, Honduras, Japan, Mexico, Nicaragua, Puerto Rico and the United Kingdom. You will find information concerning the financial results of our operating segments in the United States and internationally and the total and long-lived assets of each of those segments in Note 11 to the Consolidated Financial Statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations. We have incorporated by reference herein our Consolidated Financial Statements as of January 31, 2007, and for the year then ended, the Notes to the Consolidated Financial Statements, and Management’s Discussion and Analysis of Financial Condition and Results of Operations that are contained in our Annual Report to Shareholders, portions of which are included as an exhibit to this Annual Report on Form 10-K.

Wal-Mart Stores Segment

The Wal-Mart Stores segment had net sales of $226.3 billion, $209.9 billion and $191.8 billion for the fiscal years ended January 31, 2007, 2006, and 2005, respectively. During the most recent fiscal year, no single supercenter, discount store or Neighborhood Market location accounted for as much as 1% of total Company net sales or net income.

General. The Wal-Mart Stores segment operates retail stores in all 50 states, with discount stores in 47 states, supercenters in 47 states and Neighborhood Markets in 15 states. Our discount stores range in size from 30,000 square feet to 224,000 square feet, with an average size of approximately 107,000 square feet. Supercenters range in size from 98,000 square feet to 246,000 square feet, with an average size of approximately 187,000 square feet. Neighborhood Markets range in size from 38,000 square feet to 55,000 square feet, with an average size of approximately 42,000 square feet. Customers also can access a broad assortment of merchandise and services online at www.walmart.com.

Merchandise. Wal-Mart discount stores and the general merchandise area of supercenters carry apparel for women, girls, men, boys and infants, domestics, fabrics and notions, stationery and books, shoes, housewares, hardware, electronics, home furnishings, small appliances, automotive accessories, horticulture and accessories, sporting goods, toys, pet food and pet accessories, cellular phones and cellular service plan contracts, cameras and supplies, health and beauty aids, pharmaceuticals, jewelry and optical and provide photo processing services. In addition, our stores offer an assortment of grocery merchandise. The Wal-Mart Stores segment also offers financial services and products, including money order sales, wire transfers, check cashing and bill payment. The grocery assortment in our supercenters consists of a full line of grocery items including meat, produce, deli, bakery, dairy, frozen foods, floral and dry grocery. Most of our discount stores carry a limited assortment of dry grocery merchandise, while a number of our larger discount stores in some markets carry a broader assortment of grocery items, including perishable items. Neighborhood Markets are generally organized into departments such as: dry grocery, meat, produce, deli, bakery, dairy, frozen foods, floral, pharmaceuticals, photo processing, health and beauty aids, household chemicals, paper goods, general merchandise and pet supplies.

Nationally advertised merchandise represents a significant portion of sales in the Wal-Mart Stores segment. We also market lines of merchandise under our private-label store brands including “Sam’s Choice,” “Great Value,” “Everstart,” “Ol’ Roy,” “Puritan,” “Equate,” “No Boundaries,” “George,” “Athletic Works,” “Durabrand,” “ILO,” “HomeTrends,” “Mainstays,” “Metro 7,” “Parent’s Choice,” “Ozark Trail,” “Relion,” “White Stag” and “Kid Connection.” The Company also markets lines of merchandise under licensed brands, some of which include “General Electric,” “Disney,” “McDonald’s,” “Mary-Kate and Ashley,” and “Starter.”

 

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Sales in discount stores and supercenters, by product category were as follows during the fiscal year ended:

 

CATEGORY

   JANUARY 31,
2007
    JANUARY 31,
2006
 

Grocery, candy and tobacco

   31 %   30 %

Hardgoods

   18 %   19 %

Softgoods and domestics

   15 %   15 %

Electronics

   10 %   10 %

Pharmaceuticals

   9 %   8 %

Health and beauty aids

   7 %   7 %

Sporting goods and toys

   5 %   5 %

Stationery and books

   2 %   3 %

Photo processing

   1 %   1 %

Jewelry

   1 %   1 %

Shoes

   1 %   1 %
            
   100 %   100 %
            

Operations. Hours of operation for nearly all supercenters and an increasing number of discount stores and Neighborhood Markets are 24 hours each day. Hours of operation for the remaining supercenters, discount stores and Neighborhood Markets vary by location, but are generally 7:00 a.m. to 10:00 or 11:00 p.m., seven days a week. The retail stores in our Wal-Mart Stores segment generally maintain uniform prices, except where lower prices are necessary to meet local competition. We accept a variety of payment methods including credit cards and a private-label store credit card through a third-party provider. In addition, our pharmacy departments accept payments for prescription drugs through our customers’ health benefit plans.

Seasonal Aspects of Operations. The Wal-Mart Stores segment’s business is seasonal to a certain extent. Generally, its highest volume of sales occurs in the fourth fiscal quarter, which includes the holiday season, and the lowest volume occurs during the first fiscal quarter.

Competition. Our discount stores compete with other discount, department, drug, variety and specialty stores and supermarkets, many of which are national or regional chains. Our supercenters compete with other supercenter-type stores, hypermarts, discount stores, supermarkets, department, drug, variety and specialty stores, many of which are national or regional chains. We also compete with internet-based retailers and catalog business and with other retailers for new store sites.

Our ability to develop the right locations and offer value and service to our customers largely determines our competitive position within the retail industry. We employ many programs designed to meet competitive pressures within our industry. These programs include the following:

 

   

Every day Low Prices (“EDLP”) – our pricing philosophy under which we price items at a low price every day so that our customers trust that our prices will not change erratically under frequent promotional activity;

 

   

Rollbacks – our commitment to pass continually internal and external cost savings on to the customer by lowering prices on selected goods;

 

   

Store Within a Store – a program to provide accountability to assistant managers and department managers as to merchandise planning and overall department performance; and

 

   

Store of the Community – a program to ensure that the merchandise assortment in a particular store fits the demographic needs of the local community in which that store is located.

In addition to these programs, we believe our broad assortment of merchandise that provides one-stop shopping, our in-stock levels that provide confidence to our customers that we will have what they need, and our long operating hours that allow customers to shop at their convenience provide us with additional competitive advantages.

Distribution. During fiscal 2007, approximately 80% of the Wal-Mart Stores segment’s purchases of merchandise were shipped from 121 distribution centers. The balance of merchandise purchased was shipped directly to stores from suppliers. Wal-Mart owns and operates 40 general merchandise distribution centers, 38 grocery distribution centers, seven apparel and

 

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shoes distribution centers, 12 professional services and specialty distribution centers, two import distribution centers and three distribution centers that support walmart.com. Additionally, third-party operators are used in 19 distribution centers of which two are grocery distribution centers, five are specialty distribution centers, four are import distribution centers and eight support walmart.com. The professional services distribution centers ship merchandise such as jewelry, tires, optical, product returns, and pharmaceuticals. General merchandise is transported to stores primarily through our private truck fleet. However, we contract with common carriers to transport the majority of our perishable and dry grocery merchandise.

The 121 distribution centers are located throughout the continental United States. Fourteen distribution centers are located in Texas; eleven in Arkansas; nine in California; eight in Georgia; six in Indiana; five in each of Florida, Illinois, New York, and Pennsylvania; four in each of Ohio and Virginia; three in each of Alabama, Kentucky, Missouri, North Carolina, Tennessee, and Utah; two in each of Arizona, Louisiana, Mississippi, Nevada, Oklahoma, South Carolina, and Wisconsin; and one each in Colorado, Delaware, Iowa, Kansas, Maryland, Maine, Michigan, Nebraska, New Hampshire, New Jersey, New Mexico, Oregon and Washington.

In addition to servicing the Wal-Mart Stores segment, some of our Wal-Mart distribution centers also service our Sam’s Club segment for perishable items, jewelry, tires and product returns.

Sam’s Club Segment

The Sam’s Club segment had net sales of $41.6 billion, $39.8 billion and $37.1 billion for the fiscal years ended January 31, 2007, 2006 and 2005, respectively. During the most recent fiscal year, no single club location accounted for as much as 1% of total Company net sales or net income.

General. We operate Sam’s Clubs in 48 states. Facility sizes for Sam’s Clubs generally range between 72,000 and 190,000 square feet, with the average Sam’s Club facility being approximately 132,000 square feet. Sam’s Club also provides its members with a broad assortment of merchandise and services online at www.samsclub.com.

Merchandise. Sam’s Club offers bulk displays of brand name merchandise, including hardgoods, some softgoods, institutional-size grocery items, and selected private-label items under the “MEMBER’S MARK,” “BAKERS & CHEFS” and “SAM’S CLUB” brands. Generally, each Sam’s Club also carries software, electronics, jewelry, exercise equipment, outdoor goods, tires, office supplies and books. Most clubs have fresh departments, which include bakery, meat, produce, floral and Sam’s Cafe. Additionally, a significant number of our clubs offer photo processing, pharmaceuticals, optical departments and gasoline stations.

Sales in the Sam’s Club segment, which are subject to seasonal variance, by product category were as follows during the fiscal year ended:

 

CATEGORY

   JANUARY 31,
2007
    JANUARY 31,
2006
 

Sundries

   32 %   31 %

Food

   29 %   30 %

Hardgoods

   23 %   23 %

Service Businesses

   11 %   11 %

Softgoods

   5 %   5 %
            
   100 %   100 %
            

Operations. Operating hours for Sam’s Clubs are Monday through Friday from 10:00 a.m. to 8:30 p.m., Saturday from 9:30 a.m. to 8:30 p.m. and Sunday from 11:00 a.m. to 6:00 p.m. Additionally, all club locations offer a Gold Key program that permits business members to shop before the regular operating hours Monday through Saturday, starting at 7:00 a.m.

Sam’s Clubs are membership-only operations. A variety of payment methods are accepted at our clubs, including MasterCard beginning in fiscal 2007. Additionally, Sam’s Club markets private label and Discover accounts that are without recourse to the Company. Members include both small business owners and individual consumers. Individuals who are not business owners can become Advantage members. The annual membership fee for an individual Advantage member is $40 for the primary membership card, with a spouse card available at no additional cost. The annual membership fee for business members is $35 for the primary membership card, with a spouse/household card available at no additional cost. In addition, business members can add up to eight business associates (add-ons) to their business account for $35 each. Businesses can also purchase Advantage memberships for their employees under a Group Membership Program. Group rates are $30 per group Advantage membership when purchasing 50 - 999 memberships and $25 per group Advantage membership when purchasing 1,000 or more memberships. Sam's Club PLUS is a premium membership program that offers additional benefits

 

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and services. The annual fee for a Primary PLUS member (Business or Advantage) is $100. In addition, Business Plus primary members can add up to 16 business associates (add-ons) to their business membership for $35 each.

Seasonal Aspects of Operations. The Sam’s Club segment’s business is seasonal to a certain extent. Generally, its highest volume of sales occurs in the fourth fiscal quarter, which includes the holiday season, and the lowest volume occurs during the first fiscal quarter.

Competition. Sam’s Club competes with other warehouse clubs, as well as with discount retailers, retail and wholesale grocers, general merchandise wholesalers and distributors, internet-based retailers and catalog businesses. We compete with other retailers for desirable new club sites. Our ability to offer low prices and quality merchandise to meet the needs of small business members largely determines our competitive position in the warehouse club industry.

Distribution. During fiscal 2007, approximately 65% of the Sam’s Club non-fuel purchases were shipped from the Sam’s Club segment’s dedicated distribution facilities and some of the Wal-Mart Stores segment’s distribution centers for perishable items, jewelry, tires and product returns. Suppliers shipped the balance of the Sam’s Club purchases directly to Sam’s Club locations. The principal focus of our Sam’s Club’s distribution operations is on crossdocking product, while stored inventory is minimized. Crossdocking is a distribution process under which shipments are directly transferred from inbound to outbound trailers without extra storage. Shipments typically spend less than 24 hours in a crossdock facility, sometimes less than an hour. A combination of seven Company-owned and operated distribution facilities, 13 third-party owned and operated facilities, and two third-party owned and operated import distribution centers constitute the overall distribution structure for the Sam’s Club segment. To support the samsclub.com business, Sam’s Club uses one third-party owned and operated distribution center in Texas. Two of the Company-owned and operated facilities are located in Texas with single facilities located in Arizona, Arkansas, Colorado, Indiana and Minnesota. Of the third-party owned and operated facilities, two are in California and one is in each of Florida, Georgia, Illinois, Maryland, Michigan, Missouri, New Hampshire, North Carolina, Ohio, Pennsylvania and Washington. The third-party operated import facilities are located in California and South Carolina. Sam’s Club uses a combination of our private truck fleet as well as common carriers to transport non-perishable merchandise from distribution centers to clubs. We contract with common carriers to transport perishable grocery merchandise from distribution centers to clubs.

International Segment

Our International segment is comprised of our operations through wholly-owned subsidiaries in Argentina, Brazil, Canada, Puerto Rico, and the United Kingdom, our operations through majority-owned subsidiaries in Central America, Japan and Mexico and our operations through joint ventures in China.

The International segment’s net sales from continuing operations for the fiscal years ended January 31, 2007, 2006 and 2005, were $77.1 billion, $59.2 billion and $52.5 billion, respectively. During the most recent fiscal year, no single unit accounted for as much as 1% of total Company net sales or net income.

General.

At January 31, 2007, our international operating formats varied by market and included:

 

   

Argentina - 13 supercenters

 

   

Brazil - 26 supercenters, 19 Sam’s Clubs, 66 hypermarkets (Hiper Bompreço, Big), 157 supermarkets (Bompreço, Mercadorama, Nacional), 11 cash-n-carry stores (Maxxi Alacado), 15 combination discount and grocery stores (Todo Dia), 3 general merchandise stores (Magazine) and 2 discount stores (Mini Bompreço)