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 6, 1996
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment
No. 15)*
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
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|
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
1,051,350**
|
||
|
6.
|
SHARED
VOTING POWER
871,273,976**
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
1,051,350**
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
871,273,976**
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,325,326**
|
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.02%
|
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
|
||
|
|
|
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||
|
|
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
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Page
2 of 18
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CUSIP
No. 931142-10-3
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||||
|
13G
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||||
|
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.
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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
419,757**
|
||
|
6.
|
SHARED
VOTING POWER
871,291,668**
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
390,186**
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
871,291,668**
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
871,711,425**
|
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.99%
|
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
|
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|
|
|
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|
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*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
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Page
3 of 18
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CUSIP
No. 931142-10-3
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|
13G
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||||
|
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
2,798,016**
|
||
|
6.
|
SHARED
VOTING POWER
871,388,068**
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
2,798,016**
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
871,388,068**
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
874,186,084**
|
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||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.10%
|
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
|
||
|
|
|
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|
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*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
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Page
4 of 18
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CUSIP
No. 931142-10-3
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|
13G
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1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jim
C.
Walton
|
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||
|
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**
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||
|
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**
|
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||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.17%
|
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
|
||
|
|
|
|
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*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
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Page
5 of 18
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CUSIP
No. 931142-10-3
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||||
|
13G
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||||
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1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alice
L. Walton
|
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||
|
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
624,840**
|
||
|
6.
|
SHARED
VOTING POWER
871,273,976**
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
624,840**
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
871,273,976**
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
871,898,816**
|
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.00%
|
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
|
||
|
|
|
|
||
|
|
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
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Page
6 of 18
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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
37.97%
|
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
|
||
|
|
|
|
||
|
|
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
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||
Page 7
of 18
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CUSIP
No. 931142-10-3
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||||
|
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
37.97%
|
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
|
||
|
|
|
|
||
|
|
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
|
||
Page
8 of
18
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 the person filing is a:
Not applicable
Page
9 of
18
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.
Page
10 of
18
Item
10. Certification.
Not
applicable.
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
6, 1996
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
18
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 2,294,544,832 shares
of
common stock outstanding on October 31, 1995, 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
|
Number
of Shares of Common Stock
as
to Which Reporting Person has
|
|||||
|
Reporting
Person
|
Shares
of
Common
Stock Beneficially
Owned
|
Percentage
Outstanding
Common
Stock
|
Sole
Power
to
Vote
|
Shared
Power
to
Vote
|
Sole
Power
to
Dispose
|
Shared
Power
to
Dispose
|
|
Helen
R. Walton 1/
|
872,325,326
|
38.02%
|
1,051,350
|
871,273,976
|
1,051,350
|
871,273,976
|
|
S.
Robson Walton 2/
|
871,711,425
|
37.99%
|
419,757
|
871,291,668
|
390,186
|
871,291,668
|
|
John
T. Walton 3/
|
874,186,084
|
38.10%
|
2,798,016
|
871,388,068
|
2,798,016
|
871,388,068
|
|
Jim
C. Walton 4/
|
875,838,044
|
38.17%
|
4,564,068
|
871,273,976
|
4,564,068
|
871,273,976
|
|
Alice
L. Walton 5/
|
871,898,816
|
38.00%
|
624,840
|
871,273,976
|
624,840
|
871,273,976
|
|
Helen
R. Walton Marital Trust 6/
|
871,273,976
|
37.97%
|
0
|
871,273,976
|
0
|
871,273,976
|
|
Helen
R. Walton
1987
Nonqualified
Charitable
Remainder
Trust
7/
|
871,273,976
|
37.97%
|
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) 1,030,230 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
18
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) 21,120
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)
238,456 shares held directly by S. Robson Walton, (b) 16,000 shares beneficially
owned by his wife, Carolyn F. Walton, (c) 488 shares held by S. Robson
Walton as
custodian for certain nieces and nephews of his, (d) 113,920 shares held
by the
James M. Walton 1987 Trust, of which S. Robson Walton is the sole trustee,
(e)
1,692 shares held by the Jim C. Walton Irrevocable Children's Trust, as
to which
S. Robson Walton, as a cotrustee
Page
13 of
18
thereof,
shares voting and dispositive power with John T. Walton, the other cotrustee
thereof, (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) 37,322 shares representing
shares covered by stock options exercisable by S. Robson Walton under the
Wal-Mart Stock Option Plan of 1984, and (h) 29,571 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
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represent
(a) 2,798,016 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 S. Robson 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 matter,
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
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represent
(a) 3,316,992 shares held directly by Jim C. Walton, (b) 341,760 shares
held by
Jim C. Walton as guardian or custodian for certain 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.
5/
The
number and percentage of shares of common stock in the table as beneficially
owned by Alice L. Walton represent
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(a)
624,840 shares held directly by Alice L. Walton, and (b) 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) above
except
to the extent of her actual ownership interest in the entity listed
therein.
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
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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
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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