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Chapter 13 Meeting the Competition
  "Sam phoned to tell me he was going to start a wholesale-club. It was no surprise. He is notorious forlooking at what everybody else does, taking the best of it, and then making it better."SOL PRICE,founder1955Fed-Mart, and founder1976Price ClubI don't know what would have happened to Wal-Mart if we had laid low and never stirred up thecompetition. My guess is that we would have remained a strictly regional operator. Then, eventually, Ithink we would have been forced to sell out to some national chain looking for a quick way to expandinto the heartland market. Maybe there would have been 100 or 150 Wal-Marts on the street for awhile, but today they would all have Kmart or Target signs in front of them, and I would have become afull-time bird hunter.

We'll never know, because we chose the other route. We decided that instead of avoiding ourcompetitors, or waiting for them to come to us, we would meet them head-on. It was one of the smarteststrategic decisions we ever made. In fact, if our story doesn't prove anything else about the free marketsystem, it erases any doubt that spirited competition is good for businessnot just customers, but thecompanies which have to compete with one another too. Our competitors have honed and sharpened usto an edge we wouldn't have without them. We wouldn't be nearly as good as we are today withoutKmart, and I think they would admit we've made them a better retailer. One reason Sears fell so far offthe pace is that they wouldn't admit for the longest time that Wal-Mart and Kmart were their realcompetition. They ignored both of us, and we both blew right by them.

BUD WALTON:

"Competition is very definitely what made Wal-Martfrom the very beginning. There's not an individualin these whole United States who has been in more retail storesall types of retail stores too, not justdiscount storesthan Sam Walton. Make that all over the world. He's been in stores in Australia andSouth America, Europe and Asia and South Africa. His mind is just so inquisitive when it comes to thisbusiness. And there may not be anything he enjoys more than going into a competitor's store trying tolearn something from it."At first, we only butted heads with other regional discounters, like Gibson's and the Magic Mart discountdivision of Sterling. We didn't compete directly with Kmart. To put things into perspective, compareKmart and Wal-Mart after they had both been on the street for ten years. Our fifty-plus Wal-Marts andeleven variety stores were doing about $80 million a year in sales compared to Kmart's five hundredstores doing more than $3 billion a year. But Kmart had interested me ever since the first store went up in1962. I was in their stores constantly because they were the laboratory, and they were better than wewere. I spent a heck of a lot of my time wandering through their stores talking to their people and tryingto figure out how they did things.

For a long time, I had been itching to try our luck against them, and finally, in 1972, we saw a perfectopportunity in Hot Springs, Arkansasa much larger city than we were accustomed to moving into butstill close to home and full of customers we understood. We saw Kmart sitting there all alone, reallyhaving their way with the market. They had no competition, and their prices and margins were so highthat they almost weren't even discounting. We sent Phil Green in to open store number 52, which, youmay remember, is where he stirred up all the fuss with the world's largest Tide display and all his otheroutrageous promotions. He cut prices to the bone and stole a bunch of Kmart's customers.

Coincidentally, it was right about that time that Harry Cunningham chose to retire as the CEO of Kmart,which he had founded while he was chairman of S. S. Kresge. This was a big break for us. Harry wasreally the guy who, in just ten years, had legitimized the discount industry and made Kmart into the modelfor us allthough my good friend, John Geisse, who helped found the Target and Venture stores, wasanother pioneer way ahead of his time.

HARRY CUNNINGHAM:

"From the time anybody first noticed Sam, it was obvious he had adopted almost all of the originalKmart ideas. I always had great admiration for the way he implementedand later enlarged onthoseideas. Much later on, when I was retired but still a Kmart board member, I tried to advise the company'smanagement of just what a serious threat I thought he was. But it wasn't until fairly recently that they tookhim seriously."I guess we really were a flea attacking an elephant, and the elephant didn't respond right away. MaybeHarry's right. Maybe they didn't take us seriously until much later. But I always believed it made themmad, our going in on them like that in Hot Springs. Just a few years later, around 1976 and 1977, wedefinitely got the message that Kmartwith 1,000 storesthought Wal-Martwith 150had gotten too bigfor its britches. All of a sudden they took a direct shot right into our backyard, by opening up in four ofour better towns: Jefferson City and Poplar Bluff, Missouri; and Fayetteville and Rogers, Arkansas. Theywere expanding like that all over the country at the time, and all the regional discounters were worried. In1976, we had a session of our discounters' trade group in Phoenix, and a lot of guys were talking aboutways to avoid competing with Kmart directly. I got a little mad, and told everybody they ought to standup and fight them. I made it clear we planned to.

HERB FISHER, FOUNDER, CHAIRMAN, AND CEO, JAMESWAY CORPORATION:

"Kmart was opening so many stores it was regarded as the Genghis Khan of the discounting business.

Sam has always been clear about his attitude: 'Meet them head-on. Competition will make us a bettercompany.'

"He is that way with everyone. Personally, he's such a fine, unassuming, quiet gentleman. But he's alwayspicking your brain, and he always has a notebook or that tape recorder. He'll learn everything you know,but he shares his information freely with you in return.

"Now, of course, he's a competitor to James-way. But he wouldn't ever apologize for that. He thinks itmakes us a better company. And he's right."Something else happened in late 1976 which really helped us gear up for competition. A research groupset up by a bunch of us regional discounterswho at the time didn't compete in each other'sterritorieshad its first meeting here in Bentonville. Guys like Herb Fisher of Jamesway, and Herb Gillmanof Ames, and Dale Worman of Fred Meyer all came down here and went through our stores to give ustheir opinion of how they thought we were doing. And, man, what they had to say really shocked us.

Nick white, executive vice president, wal-mart:

"Bill Fields was running the Rogers store, Dean Sanders was running Siloam Springs, and I was runningSpringdaleall close to Bentonvilleso we were all on the tour. These guysthe presidents of all thesecompaniesthey just ripped our stores apart, telling us how poorly we dideverything. The signing isn'tworth a damn.' 'You've got your prices too high on this.' This stuff isn't even priced.' 'You've got toomuch of this and not enough of that.' I mean, it was really critical."That was really a turning point in our business. We listened to everything they had to say, and made hugeadjustments based on those critiques. It helped us gear up for any competition, especially Kmart, whoseattack on us was probably the best single external event in Wal-Mart's history. We pulled ourselvestogether and designed a big plana promotional program and a people program and a merchandisingprogramfor how we were going to react. Since our run on Kmart in Hot Springs had turned out well,we were confident we could compete.

THOMAS JEFFERSON:

"Kmart really took us on in about 1977, and I remember Little Rock particularly. They took us on therein North Little Rock, where store number 7 had been one of our better stores. They got aggressive, andwe fought back. We told our manager there, 'No matter what, don't let them undersell you at all, onanything.' I remember he called me one Saturday night and said, 'You know, we have Crest toothpastedown to six cents a tube now.' And I said, 'Well, just keep it there and see what they do.' They didn'tlower it any more than that, and we both just kept it at six cents. Finally, they backed off. I alwaysthought they learned something about us at that storethat we don't bend easybecause they never cameat us with that degree of price cutting anywhere else."We got so much better so quickly it was hard to believe. We totally stood Kmart off in those smalltowns of ours. Almost from the beginning, they weren't very successful at taking our customers away inJeff City and Poplar Bluff. Once Kmart arrived, we, worked even harder at pleasing our customers, andthey stayed loyal. This gave us a great surge of confidence in ourselves.

But at the time, remember, our sales were about 5 percent of Kmart's. And we had recently sufferedthat exodus of executives following the Ron Mayer departure. So we were having a heck of a timeconvincing Wall Street to stick with us. A lot of people didn't think we could stand up toreal competition.

One analyst, Margo Alexander of Mitchell Hutchins Inc., really worried about the exodus in her reporton Wal-Mart. She wondered if it wouldn't discourage other executives from coming on board. She saidthey might see an inevitable conflict with "the entrepreneur who will never be satisfied with another personrunning 'his' company," in other words, me. She also questioned whether I, having retired once, was ascommitted to running the business as I had been previously.

Here's some of what she wrote about us in January of 1977:

One of the key elements in Wal-Mart's success has been the lack of competition in its small, ruralmarkets ... It is clearly easier to operate in this kind of situation than in a competitive one: pricing need notbe so sharp, and the "right" merchandise is less critical, simply because customers have no alternative . . .

Although Wal-Mart says its stores compete effectively against Kmart, the company will avoid a Kmart ifpossible. While we don't expect Kresge to stage any massive invasion of Wal-Mart's existing territory,Kresge could logically act to contain Wal-Mart's geographical expansion . . . Assuming somecontainment policy on Kresge's part, Wal-Mart could run into serious problems in the next few years.

We would very much like to recommend purchase of the stock . . . Unfortunately, however, the future ofthe company appears uncertain, and we think that Wal-Mart is one of those threshold companies thatruns the risk of stumbling.

Reports like that one didn't help us much, but the truth is that her analysis of the situation wasn'tnecessarily as wrong as it looks today. All those things could have come true. She missed a few keypoints, though. Her biggest mistake was the uncertainty she felt about the management team that followedRon Mayer. As I said earlier, having David Glass and Jack Shewmaker both on board in senior positionsgave us about as much talent under one roof as any one retailer could ever hope to have. In recent years,I've taken a lot of pride in the fact that our fastest expansionthe greatest growth period in the history ofretailactually came after everybody thought our goose was cooked and ready to be eaten by the Kmartfolks from Detroit.

Another point missed by Margo Alexander and others was that a very fortunate thing happened to us onthe competitive front: Kmart was developing its own problems. Toward the end of 1976, they hadpurchased more than two hundred store locations left over from the defunct Grant's chain, and they hadtheir hands full trying to make that work. Not only that, they seemed to have a management philosophy atthe time of avoiding all change, something that never works in this business. I'm sure that worrying aboutWal-Mart fell way down on their priority list, and I occasionally think back to how lucky we were not tohave had to face Harry Cunninghamor Kmart's current management teamduring that period.

Regardless of what was going on at Kmart, the new team we had in place in Bentonville by the lateseventies had us well positioned for the next decade of growth. It was around this same time that many ofthe high-flying promoters in the discounting business began to struggle for their lives. The nationaleconomy weakened in the mid-seventies, and the intense competition among the real merchants began todrive the fast-buck types out of the business. The more efficient Kmart, Target, Wal-Mart, and some ofthe regionals became, and the more we bumped into each other in competitive situations, the more wewere able to lower prices.

The percentage of gross margin in this industryreally, the markup on merchandisehas dropped steadilyfrom around 35 percent in the early sixties to only 22 percent today. Almost all of that representsincreased value and savings to the customers who shop discount stores. So the guys who weren't runningefficient operations, who had taken on lots of debt and were living high and not taking care of theirassociates, who weren't scrambling around to get the best deals on merchandise and passing those dealson to their customers, these guys got into trouble. When we saw Kmart headed right after us in 1976 and1977, we decided we could pick up some speed in our expansion efforts by acquiring some strugglingdiscounters.

Because Wal-Mart had always been such a homegrown operation, this whole period sparked a lot ofphilosophical debate around our offices, and, frankly, I changed sides so often that I drove everybodyinvolved pretty crazy. I didn't have many problems at all with our first real acquisition, which came in1977. My brother Bud and David Glass negotiated a deal to buy a small chain called Mohr Valuediscount stores up in Illinois. Their stores had been averaging $3 million to $5 million a year per store,and it seemed like a good way to put a beachhead into some new territory. We closed five stores andconverted the remaining sixteen to Wal-Marts, and it wasn't much of a shock to our system.

It sure didn't slow us down any because two years later, in 1979, with about 230 stores on the street,we hit a billion dollars in sales for the first time. Of all the milestones we ever reached, that one probablyimpressed me the most. I have to admit, I was amazed that Wal-Mart had turned into a billion-dollarcompany. But I couldn't see any logic to stopping there, and right about then another acquisitionopportunity came our way.

This one was a good bit more disruptive, but it helped us make a geographic leap that was very important to our expansion. A lot of people back East who don't know much about Wal-Mart still think of ustoday as a "Southern" discount operator. Maybe it's because we're in Arkansas, which most people thinkof as a Southern state, even though where we are is really more Midwestern. Or maybe it's because ofour downhome image. But the truth is that until 1981, we had almost no stores east of the Mississippi.

We were big in Arkansas, Louisiana, Mississippi, and Texas, but had nothing in Tennessee, Alabama,Georgia, or the Carolinas. We weren't much of a competitor in the South at all.

On the other hand, Kuhn's Big K stores had become a good-sized player in the South. Based inNashville, Tennessee, Kuhn's had started as a single variety store back sometime before 1920. JackKuhn and his brother Gus had converted the company into a discounter, made an acquisition or two, andgrown it into a chain of 112 stores, concentrated in Tennessee, but also doing business in Kentucky,Alabama, Georgia, and South Carolinaall states where we thought we could do well. We were a goodbit bigger than they were, but the two of us had been watching each other pretty closely. It was sort oflike the old variety store days when one chain, like TG&Y, wouldn't go into the territory of another chain,like Hested's. We knew that one way or another we had to head on into the South, and I guess westirred them up by crossing the Mississippi and opening a store in Jackson, Tennessee. They retaliated byopening stores in West Helena and Blytheville, Arkansas. The truth is, we were closing in on Kuhn's andreally doing a better job than they were. In fact, they were beginning to falter. They had taken on somedebt and built a fancy headquarters building. And they were showing some losses.

I had a heck of a time making up my mind what to do. I wanted to get into that territory before Kmart orsomebody else woke up and stole our thunder there. It seemed like a great competitive move to make.

But we'd never bitten off anything close to this size before, and we didn't know what it would be liketrying to digest it. We went round and round on it. We were on again, off again for probably two years.

Finally, the Executive Committee sat down to vote on it one morning, and it came out split right down themiddle, fifty-fifty. It was just as well because it gave me the opportunity to take the ultimate responsibilityfor the decision. The whole thing had been really cloudy all along, with a lot of arguing. Finally, I voted todo it. We didn't know how to go about folding Kuhn's into Wal-Mart, but we put Paul Carter in chargeand he commuted back and forth between Nashville and Bentonville for quite a while.

PAUL CARTER., EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER,WAL-MART:

"It was one of the few times we ever saw the chairman use his prerogative and say, 'We are going to dothis.' It was a new kind of proposition for Wal-Mart. At first we thought we were going to run everythingfrom Nashville, as a separate division. Then we changed our minds and decided to close all their officesdown and bring everything over here. It was the furthest out we'd ever been geographically, and, lookingback, I guess the decision to run it from here had a big influence on how we've run the company eversince, with all the regional managers based in Bentonville.

"I went over there to Big K weighing 190 pounds and came back at 165. It was a struggle for all of usinvolved, and a stretch for the whole company. But I'm not sure that's not good for every organization atsome point. Jack Shewmaker took the situation as an opportunity to learn and implement a lot aboutcommunications in a spread-out situation. Hard as it was, the Big K thing was really good for thiscompany. It was like a caterpillar that turns into a butterfly. As a company, we were really ready to flyafter we emerged from that one."We closed down some of Kuhn's money-losing stores, and for the first time we tried to supply ourstores using an outside company, a third-party distributor, which didn't work at all. But once we figuredout how to handle it, the acquisition put us in a great position for growth. We exploded from that pointon, almost always opening 100 new stores a year, and more than 150 in some years. I think the Kuhn'sdeal gave us a new confidence that we could conquer anything.

I don't know how the folks around our executive offices see me, and I know they get frustrated with theway I make everybody go back and forth on so many issues that come up. But I see myself as being alittle more inclined than most of them are to take chances. On something like the Kuhn's decision, I try toplay a "what-if" game with the numbersbut it's generally my gut that makes the final decision. If it feelsright, I tend to go for it, and if it doesn't, I back off.

Sometimes, of course, that leads me into mistakes.

Back in the early eighties, for example, I traveled all over the world looking at global competition inretailing. I went to Germany, France, Italy, South Africa, Great Britain, Australia, and South America,and saw several concepts which interested me. I was impressed with the giant Carrefours stores in Brazil,which got me started on a campaign to bring home a concept called Hypermartgiant stores withgroceries and general merchandise under one roof. I checked them out in Europe and came back pushingthe concept hard. I argued that everybody except the U.S. was successful with this concept and weshould get in on the ground floor with it. I was certain this was where the next competitive battlefieldwould be.

Eventually, we opened two Hypermarts in the DallasFort Worth area, one in Topeka, and one inKansas City. By now we had gotten enough respect in the business so that Kmart jumped right in behindus with their own Hypermart concept called American Fare. Our Hypermarts weren't disasters, but theywere disappointments. They were marginally profitable stores, and they taught us what our next stepshould be in combining grocery and general merchandisinga smaller concept called the Supercenter. ButI was mistaken in my vision of the potential the Hypermart held in this country.

We conducted other similar, but less publicized, experiments that didn't work out so well either. Our dotDiscount Drug concept grew to twenty-five stores before we decided it wasn't going to be profitableenough. And we tried one home improvement center called Save Mor in the building which had housedthe original Wal-Mart in Rogers, which was also not a success. As David Glass says about me, once Idecide I'm wrong, I'm ready to move on to something else.

But when one of our experiments works, watch out. Take Sam's Clubs, for example. It was anexperiment when we started it up in 1983, and now nine years later it's a $10 billion business with morethan 217 stores and terrific growth potential. Sam's are big stores in warehouse-type buildings aimed atsmall-business owners and other customers who buy merchandise in bulk. A membership fee entitles acustomer to shop at Sam's, which charges wholesale prices for name-brand, often high-endmerchandiseeverything from tires to cameras to watches to office supplies to cocktail sausages and softdrinks. If you've never been in one, they're a lot of fun to shop, and the people who work there are a littlecrazy. Like the old days at Wal-Mart, they're liable to do anything on a moment's notice to move themerchandise.

Just like discounting, I'm sorry to say we can't take any of the credit for inventing the wholesale clubconcept. Put yourself in our position for a moment, though, and you can see why we had to steal the ideafrom those who did roll it out. It was the early eighties, and we'd been in the discount business for aroundtwenty years. Only the efficient operators were still in business, because prices, and margins, had beenfalling steadily the whole time. Suddenly, we noticed a whole new class of sub-discounter undercuttingour prices, wholesalers with very low overhead who were selling at margins way below the 22 percent inthe discount business5 to 7 percent. Since "Low Prices Every Day" had brought us this far, we had toexplore the business. Especially since we knew that Sol Priceone of the original discount pioneerswasbehind this idea. He had started his Price Club stores in 1976.

So one day in 1983 I went to see Sol in San Diego. I had met him earlier when my son Rob and I calledon him. This time, though, Helen and I were out on the West Coast already for a meeting of the massmerchandisers, so we dropped down to have dinner with Sol and his wife Helen at Lubock's. And Iadmit it. I didn't tell him at the time that I was going to copy his program, but that's what I did.

I came home and went over to Oklahoma City, where we rented an old building for about ninety cents asquare foot, or maybe even seventy-five cents. We remodeled it and, to manage it, put together a pickupcrew of mavericks who were sort of underappreciated at Wal-Mart. We had two or three buyers. Wewhipped up a program and a design, and put the whole thing in motion. We opened our first club in1983. It had that same feel of chaos and excitement as the early days at Wal-Mart. And we went out ofour way from the very beginning to separate the Sam's Club culture from the Wal-Mart culture. One ofthe guys I picked was Rob Voss. He was not really looked on as a top management talent at Wal-Martbecause he was always swimming against the current more than he was going with it. He was a little bit ofan agitator.

Rob voss, first general merchandise manager, sam's club:

"I told Sam up front that he had a lot of egos around this company, and that they needed to understandwe were going to be doing our own merchandising. So he got up at a Saturday morning meeting and toldeverybodythis is a direct quoteThe Sam's Club operation will be doing their own merchandising. If anyof you buyers out here with Wal-Mart take exception to that, and feel that because you're the buyer of acategory you should be buying it for the entire company, I suggest you come and visit with me in myoffice on a one-on-one basis, and then I'll explain it to you in a little more detail.' From that day on, wenever had a problem."We quickly went on to open Sam's in Kansas City and Dallas and then two units in Houston. It was a lotlike Wal-Mart. Once we had those five units up and going, I knew we could run with it, and we did. Ihate to say it, but I guess it was almost what you'd call a second childhood for mea second challengeanyway. I had a chance to build a company all over again, and I tried to be as hands-on as I could,although David Glass was heavily involved with Sam's from early on too.

RON LOVELESS, RETIRED SENIOR VICE PRESIDENT, WAL-MART:

"I came over from Wal-Mart to help set up Sam's. Since we were patterned after Price Clubs,sometimes we copied them without exactly knowing what we were doing. We were bringing a WestCoast idea to the Midwest, and we didn't know how it would be received. I remember one idea thatdidn't transfer too well. Price Club had a huge stack of wine in the front of its stores. We bought thesame amount for our stores in the Midwest, and we learned the hard way that Midwesterners aren'texactly wine drinkers."Tom coughlin, senior vice president, sam's clubs:

"This business is fun. It really is. It's sobasic. So straightforward. We do no advertising, but our wholebusiness is based on selling the concept. We sell small business operators on the idea that for $25 a yearthey can have a just-in-time warehouse with all the same price advantages for goods that large companiesget. And just like Wal-Mart, our customers get to know and love our culture. They know there are nofrills whatsoever in those warehouses. They know our management people are likely to be the ones tograb the forklift and pull the goods down for them, and they come to expect it. And like it."The competition in the club business can get pretty spirited sometimes. Once I was in the big Price Clubon Marino Avenue in San Diego, and I had my little tape recorder with melike I always doand I wasmaking notes to myself about prices and merchandising ideas. This guy, a big guy, comes up to me andsays, "I'm sorry but I'll have to take your tape recorder and erase the material you've got on it. We havea policy against people using them in the stores." Well, we have the same policy, and I knew I wascaught. So I said, "I respect that. But I've got things on here from other stores that I don't want to lose,so let me write a note to Robert Price"that's Sol's son. So I wrote: "Robert, your guy is just too good. Iwas trying to get some information on this recorder about some of the items you were carrying and someof my impressions of your store, and he caught me. So here's the tape. If you want to listen to it, youcertainly have that privilege, but I have some other material on here I would like very much to haveback." So in about four days I got a nice note back from Robert, with the tape, and none of it had beenblurred or scratched out. He probably treated me better than I deserved.

The Sam's launch reflects another part of my management style that applies not only to the competition,but to our own people as well. I like to keep everybody guessing. I don't want our competitors gettingtoo comfortable with feeling like they can predict what we're going to do. And I don't want our ownexecutives feeling that way either. It's part of my strong feeling for the necessity of constant change, forkeeping people a little off balance.

A lot of folks in my position would have been perfectly content with the situation as it stood in 1984.

Our 640 Wal-Marts were earning almost $200 million a year on sales of more than $4.5 billion, we werestill growing like wildfire, and we were underway with Sam's. But I felt like we had to make a change. SoI called in Jack Shewmaker, by now our president and chief operating officer, and asked him if he wouldmind swapping jobs with David Glass, our chief financial officer. Not your everyday request from thechairman in most companies, I guess. I valued the talents of both of these guys enormously, but I had myown reasons for wanting to see how the switch might work out. Jack is so smart and aggressive and sureof himself that sometimes he could be a little rough on folks, and I wanted to see how somebody withDavid's smoother manner would handle the job.

Jack said he already knew he didn't want to stay at Wal-Mart until he was an old man, so after somediscussion, we agreed on the switch. David took the president's job, and Jack stayed on for three moreyears as chief financial officer, and he did a great job. Today, he does international consulting work, andhe remains a valuable Wal-Mart board member. David, of course, turned into a fantastic president, andabout five years ago I relinquished my CEO title to him. At that time, Jack retired.

As well as all that worked out for everyoneand it really didI won't pretend there wasn't tensionsurrounding that period in our history. This is a highly competitive business, and an even more competitivecompany. It naturally attracts a lot of ambitious people, sometimes with egos to match. Ever since mypeewee football days, I've believed almost any kind of competition is great. I expect our folks tocompete with one another and as I have said, what I hate is to see a rivalry become a personal thing,where the folks don't support one another.

Competition is actually the reason I love retailing so much. The Wal-Mart story is just another chapter inthat history of competitiona great chapter, mind you but it's all part of the evolution of the industry.

There's always a challenger coming along. There may be one on the street right now formulating a plan toget to the top. To stay ahead of those challengers, we have to keep changing and looking back over ourshoulder and planning ahead. That's one reason we bought the McLane company a few years ago. It's abig distributor to grocery stores, and it should be a great base for us to push on into that market, wherewe feel customers are ready for our way of doing business.

Right now, I see a lot of new challengers coming from offshore with some very sophisticated programs.

Some of the emerging competitors in this country who have come from Holland, Germany, and Francebear close watching. And it won't be long before we have a wave of Japanese retail concepts arriving. Idon't know if Wal-Mart can truly maintain our leadership position by just staying in this country. I thinkwe're going to have to become a more international company in the not-too-distant future. We've createdan international division in the company, and we have a joint venture with a Mexican company calledCIFRA for the development of Club Aurrera, a wholesale club concept. We've opened two with plansfor more soon. Absorbing people from other cultures quickly and smoothly into the company will presenta real challenge to Wal-Mart in the near futurebut our folks are up to it.

On the domestic front, competition in the discount business has improved tremendously in the last fewyears. Our competitors are doing a better job of serving their customers, of getting them through thecheckout lines. They're running cleaner stores with better merchandise presentations. They're making ourjob a lot harder. But so far, none of our competitors has yet been able to operate on the volume that wedo as efficiently as we do. They haven't been able to get their expense structure as low as ours, and theyhaven't been able to get their associates to do all those extra things for their customers that ours doroutinely: greeting them, smiling at them, helping them, thanking them. And they haven't been able tomove their merchandise as efficiently, or keep it in stock as efficiently, as we do.

If anyone is ever able to top us in any of those areas, we will have real concern. At this point, no one hasbeen able to do it.


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