SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 9, 1998
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment
No. 17)*
WAL-MART
STORES, INC.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
931142-10-3
(CUSIP
Number)
Check
the
following box if a fee is being paid with this statement ______. (A fee is
not
required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No. 931142-10-3
|
||||||
13G
|
||||||
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Helen
R. Walton
|
|||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
|||||
3.
|
SEC
USE ONLY
|
|||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
840,330**
|
||||
6.
|
SHARED
VOTING POWER
871,273,976**
|
|||||
7.
SOLE
DISPOSITIVE POWER
840,330**
|
||||||
8.
|
SHARED
DISPOSITIVE POWER
871,273,976**
|
|||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,114,306**
|
|||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES*
|
|||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.83%
|
|||||
12.
|
TYPE
OF REPORTING PERSON*
|
|||||
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
Page
2 of 19
CUSIP
No. 931142-10-3
|
|||||
13G
|
|||||
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.
Robson Walton
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
||||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
130,472**
|
|||
6.
|
SHARED
VOTING POWER
871,492,954**
|
||||
7.
SOLE
DISPOSITIVE POWER
102,776**
|
|||||
8.
|
SHARED
DISPOSITIVE POWER
871,492,954**
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
871,623,426**
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES*
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.81%
|
||||
12.
|
TYPE
OF REPORTING PERSON*
|
||||
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
Page
3 of 19
CUSIP
No. 931142-10-3
|
|||||
13G
|
|||||
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John
T. Walton
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
||||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
2,456,005**
|
|||
6.
|
SHARED
VOTING POWER
871,388,068**
|
||||
7.
SOLE
DISPOSITIVE POWER
2,456,005**
|
|||||
8.
|
SHARED
DISPOSITIVE POWER
871,388,068**
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,844,073**
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES*
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.91%
|
||||
12.
|
TYPE
OF REPORTING PERSON*
|
||||
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
Page
4 of 19
CUSIP
No. 931142-10-3
|
|||||
13G
|
|||||
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jim
C. Walton
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
||||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
4,564,068**
|
|||
6.
|
SHARED
VOTING POWER
871,273,976**
|
||||
7.
SOLE
DISPOSITIVE POWER
4,564,068**
|
|||||
8.
|
SHARED
DISPOSITIVE POWER
871,273,976**
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,838,044**
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES*
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.00%
|
||||
12.
|
TYPE
OF REPORTING PERSON*
|
||||
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
Page
5 of 19
CUSIP
No. 931142-10-3
|
|||||
13G
|
|||||
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alice
L. Walton
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
||||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
485,260**
|
|||
6.
|
SHARED
VOTING POWER
871,275,668**
|
||||
7.
SOLE
DISPOSITIVE POWER
485,260**
|
|||||
8.
|
SHARED
DISPOSITIVE POWER
871,275,668**
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
871,760,928**
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES*
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.82%
|
||||
12.
|
TYPE
OF REPORTING PERSON*
|
||||
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
Page
6 of 19
CUSIP
No. 931142-10-3
|
|||||
13G
|
|||||
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Helen
R. Walton Marital Trust
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
||||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0**
|
|||
6.
|
SHARED
VOTING POWER
871,273,976**
|
||||
7.
SOLE
DISPOSITIVE POWER
0**
|
|||||
8.
|
SHARED
DISPOSITIVE POWER
871,273,976**
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
871,273,976**
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES*
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.79%
|
||||
12.
|
TYPE
OF REPORTING PERSON*
|
||||
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
Page
7 of 19
CUSIP
No. 931142-10-3
|
|||||
13G
|
|||||
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Helen
R. Walton 1987 Nonqualified Charitable Remainder Trust
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
||||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0**
|
|||
6.
|
SHARED
VOTING POWER
871,273,976**
|
||||
7.
SOLE
DISPOSITIVE POWER
0**
|
|||||
8.
|
SHARED
DISPOSITIVE POWER
871,273,976**
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
871,273,976**
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES*
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.79%
|
||||
12.
|
TYPE
OF REPORTING PERSON*
|
||||
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
Page
8 of 19
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13G
Item
1.
|
(a)
Name of Issuer.
Wal-Mart
Stores, Inc.
|
(b)
Address of Issuer’s Principal Executive Offices.
702
S.W. 8th Street
Bentonville,
Arkansas 72716
|
|
Item
2.
|
(a)
Names of Persons Filing.
Helen
R. Walton;
S.
Robson Walton;
John
T. Walton;
Jim
C. Walton;
Alice
L. Walton;
Helen
R. Walton
Marital Trust; and
Helen
R. Walton 1987 Nonqualified
Charitable
Remainder Trust
|
(b)
Address of Principal Business Offices, or, If
none,
Residences.
The
principal business office of each person
named
in Item 2(a) above is 125 West Central,
#218,
Bentonville, Arkansas 72712.
|
|
(c)
Citizenship.
Each
person filing this Schedule 13G is a
citizen
of the United States or a trust
organized
in the United States.
|
|
(d)
Title of Class of Securities.
Common
Stock.
|
|
(e)
CUSIP Number.
931142-10-3
|
|
Item
3.
|
If
this statement is filed pursuant to Rule 13d-1(b),
or
13d-2(b), check whether person filing is a:
Not
applicable.
|
Page
9 of 19
Item
4.
|
Ownership
|
(a)
Amount of Beneficially Owned.
See
Schedule A hereto.
|
|
(b)
Percent of Class.
See
Schedule A hereto.
|
|
(c)
Number of shares as to which each person filing
this
Schedule 13G has (i)
sole power to vote or to
direct
the vote; (ii) shared power to vote or to
direct
the vote; (iii) sole power to dispose or to
direct
the disposition of; or (iv) shared power to
dispose
or to direct the disposition of.
See
Schedule A. hereto.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
Not
applicable.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of
Another
Person.
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary
which
Acquired the Security Being Reported on By the
Parent
Holding Company.
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
If
a group has filed this Schedule pursuant
to
Rule 13d-1(c), attach an exhibit stating
the
identity of each member of this group:
The
identity of each member of the group is
disclosed
on the cover pages attached hereto.
|
Item
9.
|
Notice
of Dissolution of Group.
Not
applicable.
|
Item
10.
|
Certification.
Not
applicable.
|
Page
10 of
19
SIGNATURES
After
reasonable inquiry and to the best of the knowledge and belief of each of the
undersigned, each of the undersigned certifies that the information set forth
in
this statement is true, complete and correct.
February
9, 1998
|
Date
|
/s/Helen
R. Walton
Helen
R. Walton, individually and
in
her capacity as a cotrustee of
the
Helen R. Walton Marital Trust
|
/s/S.
Robson Walton
S.
Robson Walton, individually and
in
his capacity as a cotrustee of
the
Helen R. Walton Marital Trust
and
the Helen R. Walton 1987
Nonqualified
Charitable Remainder
Trust
|
/s/John
T. Walton
John
T. Walton, individually and in
his
capacity as a cotrustee of the
Helen
R. Walton Marital Trust
|
/s/Jim
C. Walton
Jim
C. Walton, individually and
in
his capacity as a cotrustee of
the
Helen R. Walton Marital Trust and
the
Helen R. Walton 1987
Nonqualified
Charitable Remainder
Trust
|
/s/
Alice L. Walton
Alice
L. Walton, individually and
in
her
capacity as a cotrustee of
the
Helen
R. Walton Marital Trust
|
Page
11 of
19
Schedule
A
BENEFICIAL
OWNERSHIP OF COMMON STOCK
In
the
following table, each reference to the percentage of common stock beneficially
owned by a reporting person is calculated using the 2,245,907,170 shares of
common stock outstanding on October 31, 1997, as shown by the most recent report
published by the issuer. The footnotes to the following table describe, among
other things, the extent to which each reporting person disclaims beneficial
ownership of the common stock set forth opposite such reporting person’s name in
such table.
Aggregate
Number
of
Shares
of
Common
Stock Beneficially
Owned
|
Number
of Shares of Common Stock as
to
Which Reporting Person has
--------------------------------------------------------------------------------------------------------
|
|||||
Reporting
Person
|
Percentage
Outstanding
Common
Stock
|
Sole
Power
to
Vote
|
Shared
Power
to
Vote
|
Sole
Power
to
Dispose
|
Shared
Power
to
Dispose
|
|
Helen
R. Walton 1/
|
872,114,306
|
38.83%
|
840,330
|
871,273,976
|
840,330
|
871,273,976
|
S.
Robson Walton 2/
|
871,623,426
|
38.81%
|
130,472
|
871,492,954
|
102,776
|
871,492,954
|
John
T. Walton 3/
|
873,844,073
|
38.91%
|
2,456,005
|
871,388,068
|
2,456,005
|
871,388,068
|
Jim
C. Walton 4/
|
875,838,044
|
39.00%
|
4,564,068
|
871,273,976
|
4,564,068
|
871,273,976
|
Alice
L. Walton 5/
|
871,760,928
|
38.82%
|
485,260
|
871,275,668
|
485,260
|
871,275,668
|
Helen
R. Walton
Marital
Trust 6/
|
871,273,976
|
38.79%
|
0
|
871,273,976
|
0
|
871,273,976
|
Helen
R. Walton
1987
Nonqualified Charitable
Remainder
Trust 7/
|
871,273,976
|
38.79%
|
0
|
871,273,976
|
0
|
871,273,976
|
1/
The number and
percentage of shares of common stock shown in the table as beneficially owned
by
Helen R. Walton represent (a) 822,730 shares held directly by Helen R. Walton,
(b) 871,273,976 shares held by Walton Enterprises, L.P., as to which Helen
R.
Walton, as general partner thereof, shares voting
Page
12 of
19
and
dispositive power with S. Robson Walton, John T. Walton, Jim C. Walton and
Alice
L. Walton, individually as general partners and in their capacities as trustees
of the Helen R. Walton Marital Trust, which is a general partner in Walton
Enterprises, L.P., and S. Robson Walton and Jim C. Walton in their capacities
as
trustees of the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust,
which is a general partner in Walton Enterprises, L.P., and (c) 17,600 shares
held by Helen R. Walton as custodian for certain of her grandchildren under
UGMA.
With
respect to Walton Enterprises, L.P. mentioned above, as a general matter,
dispositive and voting power over all of the shares held thereby is exercised
by
the general partners thereof.
Helen
R.
Walton disclaims beneficial ownership of the shares listed in (c) above. She
also disclaims beneficial ownership of the shares listed in (b) above, except
to
the extent of her actual ownership interest in the entity listed
therein.
2/
The
number and percentage of shares of common stock shown in the table as
beneficially owned by S. Robson Walton represent (a) 35,368 shares held directly
by S. Robson Walton, (b) 16,000 shares beneficially owned by his wife, Carolyn
F. Walton, (c) 101,489 shares held by the Christina L. Watson 1997 Trust, of
which Carolyn F. Walton, the wife of S. Robson Walton is the sole trustee,
(d)
101,489 shares held by the Paul R. Moore, Jr. 1997 Trust, of which Carolyn
F.
Walton, the wife of S. Robson Walton is the sole trustee, (e) 488 shares held
by
S.
Page
13 of
19
Robson
Walton as custodian for certain nieces and nephews of his, (f) 871,273,976
shares held by Walton Enterprises, L.P., as to which S. Robson Walton, as
general partner thereof, shares voting and dispositive power with Helen R.
Walton, John T. Walton, Jim C. Walton, and Alice L. Walton, individually as
general partners and in their capacities as trustees of the Helen R. Walton
Marital Trust, which is a general partner in Walton Enterprises, L.P., and
S.
Robson Walton and Jim C. Walton in their capacities as trustees of the Helen
R.
Walton 1987 Nonqualified Charitable Remainder Trust, which is a general partner
in Walton Enterprises, L.P., (g) 66,920 shares representing shares covered
by
stock options exercisable by S. Robson Walton under the Wal-Mart Stock Option
Plan of 1984, and (h) 27,696 shares held under the Wal-Mart Profit Sharing
Plan
for the benefit of S. Robson Walton.
With
respect to Walton Enterprises, L.P. mentioned above, as a general matter,
dispositive and voting power over all of the shares held thereby is exercised
by
the general partners thereof.
S.
Robson
Walton, disclaims beneficial ownership of the shares listed in (b), (c), (d),
and (e) above. He also disclaims beneficial ownership of the shares listed
in
(f) above, except to the extent of his actual ownership interest in the entity
listed therein.
3/
The number and percentage of
shares of common stock shown in the table as beneficially owned by John T.
Walton
Page
14 of
19
represent
(a) 2,456,005 shares held directly by John T. Walton, (b) 112,400 shares
beneficially owned by his wife, Christy R. Walton, (c) 1,692 shares held by
the
Jim C. Walton Irrevocable Children’s Trust, as to which John T. Walton, as a
cotrustee thereof, shares voting and dispositive power with Alice L. Walton,
the
other cotrustee thereof, and (d) 871,273,976 shares held by Walton Enterprises,
L.P., as to which John T. Walton, as general partner thereof, shares voting
and
dispositive power with Helen R. Walton, S. Robson Walton, Jim C. Walton, and
Alice L. Walton, individually as general partners and in their capacities as
trustees of the Helen R. Walton Marital Trust, which is a general partner in
Walton Enterprises, L.P., and S. Robson Walton and Jim C. Walton in their
capacities as trustees of the Helen R. Walton 1987 Nonqualified Charitable
Remainder Trust, which is a general partner in Walton Enterprises,
L.P.
With
respect to Walton Enterprises, L.P. mentioned above, as a general partner,
dispositive and voting power over all of the shares held thereby is exercised
by
the general partners thereof.
John
T.
Walton disclaims beneficial ownership of the shares listed in (b) and (c) above.
He also disclaims beneficial ownership of the shares listed in (d) above, except
to the extent of his actual ownership interest in the entity listed
therein.
4/
The number and
percentage of shares of common stock shown in the table as beneficially owned
by
Jim C. Walton represent (a) 3,316,838 shares held directly by Jim C.
Walton,
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(b)
341,914 shares held by Jim C. Walton as guardian or custodian for certain minor
children of his or held directly by certain minor children of his, (c)
871,273,976 shares held by Walton Enterprises, L.P., as to which Jim C. Walton,
as a general partner thereof, shares voting and dispositive power with Helen
R.
Walton, S. Robson Walton, John T. Walton, and Alice L. Walton, individually
as
general partners and in their capacities as trustees of the Helen R. Walton
Marital Trust, which is a general partner in Walton Enterprises, L.P., and
S.
Robson Walton and Jim C. Walton in their capacities as trustees of the Helen
R.
Walton 1987 Nonqualified Charitable Remainder Trust, which is a general partner
in Walton Enterprises, L.P., and (d) 905,316 shares held by Walton Investment
Partnership, as to which Jim C. Walton, as trustee of certain trusts that are
general partners thereof and that, in the aggregate, hold a majority interest
therein, holds sole voting and dispositive power.
With
respect to Walton Enterprises, L.P. mentioned above, as a general matter,
dispositive and voting power over all of the shares held thereby is exercised
by
the general partners thereof.
Jim
C.
Walton disclaims beneficial ownership of the shares listed in (b), and (d)
above. He also disclaims beneficial ownership of the shares listed in (c) above,
except to the extent of his actual ownership interest in the entity listed
therein.
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5/
The
number and percentage of shares of common stock in the table as beneficially
owned by Alice L. Walton represent (a) 371,340 shares held directly by Alice
L.
Walton, (b) 113,920 shares held by the James M. Walton 1987 Trust, of which
Alice L. Walton is the sole trustee, (c) 1,692 shares held by the Jim C. Walton
Irrevocable Children’s Trust, as to which Alice L. Walton, as a cotrustee
thereof, shares voting and dispositive power with John T. Walton, the other
cotrustee thereof, and (d) 871,273,976 shares held by Walton Enterprises, L.P.,
as to which Alice L. Walton, as general partner thereof, shares voting and
dispositive power with Helen R. Walton, S. Robson Walton, Jim C. Walton, and
John T. Walton, individually as general partners and in their capacities as
trustees of the Helen R. Walton Marital Trust, which is a general partner in
Walton Enterprises, L.P., and S. Robson Walton and Jim C. Walton in their
capacities as trustees of the Helen R. Walton 1987 Nonqualified Charitable
Remainder Trust, which is a general partner in Walton Enterprises, L.P.
With
respect to Walton Enterprises, L.P. mentioned above, as a general matter,
dispositive and voting power over all of the shares held thereby is exercised
by
the general partners thereof.
Alice
L.
Walton disclaims beneficial ownership of the shares listed in (b) and (c) above.
She also disclaims beneficial ownership of the shares listed in (d) above,
except to the extent of her actual ownership interest in the entity listed
therein.
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6/
The number and
percentage of shares of common stock shown in the table as beneficially owned
by
the Helen R. Walton Marital Trust represent 871,273,976 shares held by Walton
Enterprises, L.P., as to which Helen R. Walton, S. Robson Walton, John T.
Walton, Jim C. Walton, and Alice L. Walton individually as general partners
and
in their capacities as trustees of the Helen R. Walton Marital Trust, which
is a
general partner in Walton Enterprises, L.P., shares voting and dispositive
power
with S. Robson Walton and Jim C. Walton in their capacities as trustees of
the
Helen R. Walton 1987 Nonqualified Charitable Remainder Trust, which is a general
partner in Walton Enterprises, L.P.
With
respect to
Walton Enterprises, L.P. mentioned above, as a general matter, dispositive
and
voting power over all of the shares held thereby is exercised by the general
partners thereof.
7/
The number and
percentage of shares of common stock shown in the table as beneficially owned
by
the Helen R. Walton 1987 Nonqualified Charitable Remainder Trust represent
871,273,976 shares held by Walton Enterprises, L.P., as to which S. Robson
Walton and Jim C. Walton as trustees of the Helen R. Walton 1987 Nonqualified
Charitable Remainder Trust, a general partner of Walton Enterprises, L.P.,
share
voting and dispositive power with Helen R. Walton, S. Robson Walton, John T.
Walton, Jim C. Walton, and Alice L. Walton, individually as general partners
and
in their capacities as trustees of the Helen R. Walton
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Marital
Trust, which is a general partner in Walton Enterprises, L.P.
With
respect to Walton Enterprises, L.P. mentioned above, as a general matter,
dispositive and voting power over all of the shares held thereby is exercised
by
the general partners thereof.
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