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, 2000
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment No. 19)*
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).
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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
|
||||
|
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
3,320,548**
|
|||
|
6.
|
SHARED
VOTING POWER
1,695,746,480**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
3,320,548**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,695,746,480**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,699,067,028**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.15%
|
||||
|
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
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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
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
2,349,235**
|
|||
|
6.
|
SHARED
VOTING POWER
1,696,084,436**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
2,293,972**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,696,084,436**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,698,433,671**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.13%
|
||||
|
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
3 of 19
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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
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
12,197,546**
|
|||
|
6.
|
SHARED
VOTING POWER
1,695,974,664**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
12,197,546**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,695,974,664**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,708,172,210**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.35%
|
||||
|
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
4 of 19
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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
|
||||
|
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
13,234,342**
|
|||
|
6.
|
SHARED
VOTING POWER
1,695,746,480**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
13,234,342**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,695,746,480**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,708,980,822**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.37%
|
||||
|
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
5 of 19
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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
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
7,881,750**
|
|||
|
6.
|
SHARED
VOTING POWER
1,695,749,864**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
7,881,750**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,695,749,864**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,703,631,614**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.25%
|
||||
|
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
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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
1,695,746,480**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
0**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,695,746,480**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,695,746,480**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.07%
|
||||
|
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 1999 Trust
(grantor 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
1,695,746,480**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
0**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,695,746,480**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,695,746,480**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.07%
|
||||
|
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
|
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|
Item
2.
|
(a)
Names of Persons Filing.
Helen
R. Walton;
S.
Robson Walton;
John
T. Walton;
Jim
C. Walton;
Alice
L. Walton; and
Helen
R. Walton 1987 Nonqualified
Charitable Remainder Trust
Helen
R. Walton 1999 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
10, 2000
|
|
Date
|
|
/s/
Helen R. Walton
Helen
R. Walton, individually and in
her capacity as a cotrustee of the
Helen
R. Walton 1999 Trust
|
|
/s/
S. Robson Walton
S.
Robson Walton, individually and in
his capacity as a cotrustee of
the
Helen R. Walton 1987 Nonqualified
Charitable Remainder Trust
and
the Helen R. Walton 1999 Trust
|
|
/s/
John T. Walton
John
T. Walton, individually and in his
capacity as a cotrustee of the
Helen
R. Walton 1987 Nonqualified Charitable
Remainder Trust and the
Helen
R. Walton 1999 Trust
|
|
/s/
Jim C. Walton
Jim
C. Walton, individually and in
his capacity as a cotrustee of the Helen
R.
Walton 1999 Trust
|
|
/s/
Alice L. Walton
Alice
L. Walton, individually and in
her capacity as a cotrustee of the
Helen
R. Walton 1999 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 4,453,743,366 shares of
common stock outstanding on October 31, 1999, 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/
|
1,699,067,028
|
38.15%
|
3,320,548
|
1,695,746,480
|
3,320,548
|
1,695,746,480
|
|
S.
Robson Walton 2/
|
1,698,433,671
|
38.13%
|
2,349,235
|
1,696,084,436
|
2,293,972
|
1,696,084,436
|
|
John
T. Walton 3/
|
1,708,172,210
|
38.35%
|
12,197,546
|
1,695,974,664
|
12,197,546
|
1,695,974,664
|
|
Jim
C. Walton 4/
|
1,708,980,822
|
38.37%
|
13,234,342
|
1,695,746,480
|
13,234,342
|
1,695,746,480
|
|
Alice
L. Walton 5/
|
1,703,631,614
|
38.25%
|
7,881,750
|
1,695,749,864
|
7,881,750
|
1,695,749,864
|
|
Helen
R. Walton
1987 Nonqualified
Charitable Remain-
der Trust 6/
|
1,695,746,480
|
38.07%
|
0
|
1,695,746,480
|
0
|
1,695,746,480
|
|
Helen
R. Walton
1999 Trust 7/
|
1,695,746,480
|
38.07%
|
0
|
1,695,746,480
|
0
|
1,695,746,480
|
1/
The number and percentage of shares of common stock shown in the table as
beneficially owned by Helen R. Walton represent (a) 3,285,348 shares held
directly by Helen R. Walton, (b) 1,695,746,480 shares held by Walton
Enterprises, L.P., as to which Helen R.
Page
12 of
19
Walton,
shares voting and dispositive power with S. Robson Walton, John T. Walton,
Jim
C. Walton and Alice L. Walton, in their capacities as trustees of the Helen
R.
Walton 1999 Trust which is a general partner, which such trust in turn shares
voting and dispositive power with S. Robson Walton, John T. Walton, Jim C.
Walton, and Alice L. Walton, individually as general partners, and S. Robson
Walton, John T. Walton, and Ben F. Love in their capacities as trustees of
the
Helen R. Walton 1987 Nonqualified Charitable Remainder Trust, which is also
a
general partner in Walton Enterprises, L.P., and (c) 35,200 shares held by
Helen
R. Walton as custodian for certain of her grandchildren under UGMA.
With
respect to Walton Enterprises, L.P., 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 beneficial interest in Walton Enterprises,
L.P.
2/
The number and percentage of shares of common stock shown in the table
as
beneficially owned by S. Robson Walton represent (a) 2,076,280 shares
held
directly by S. Robson Walton, (b) 32,000 shares beneficially owned by
his wife,
Carolyn F. Walton, (c) 152,978 shares held by the Christina L. Watson
1999
Trust, of which Carolyn F. Walton, the wife of S. Robson Walton is the
sole
trustee, (d) 152,978 shares held by the Paul R. Moore, Jr. 1999 Trust,
of which
Carolyn F. Walton, the wife of S. Robson Walton is the sole
trustee,
Page
13 of
19
(e)
976
shares held by S. Robson Walton as custodian for certain nieces and
nephews of
his, (f) 1,695,746,480 shares held by Walton Enterprises, L.P., as
to which S.
Robson Walton, as a general partner thereof, shares voting and dispositive
power
with John T. Walton, Jim C. Walton, and Alice L. Walton, individually
as general
partners, Helen R. Walton, S. Robson Walton, John T. Walton, Jim C.
Walton, and
Alice L. Walton in their capacities as trustees of the Helen R. Walton
1999
Trust which is a general partner, and S. Robson Walton, John T. Walton,
and Ben
F. Love, in their capacities as trustees of the Helen R. Walton 1987
Nonqualified Charitable Remainder Trust, which is also a general partner
in
Walton Enterprises, L.P., (g) 216,716 shares representing shares covered
by
stock options exercisable by S. Robson Walton under the Wal-Mart Stock
Option
Plan of 1984, and (h) 55,263 shares held under the Wal-Mart Profit Sharing
Plan for the benefit of S. Robson Walton.
With respect to Walton Enterprises, L.P., 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
Walton Enterprises, L.P.
3/
The number and percentage of shares of common stock shown in the
table as
beneficially owned by John T. Walton represent (a) 12,197,546 shares
held
directly by John
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T.
Walton, (b) 224,800 shares beneficially owned by his wife, Christy
R. Walton,
(c) 3,384 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)
1,695,746,480
shares held by Walton Enterprises, L.P., as to which John T. Walton,
as a
general partner thereof, shares voting and dispositive power with
S. Robson
Walton, Jim C. Walton, and Alice L. Walton, individually as general
partners,
Helen R. Walton, S. Robson Walton, John T. Walton, Jim C. Walton,
and Alice L.
Walton in their capacities as trustees of the Helen R. Walton 1999
Trust which
is a general partner, and S. Robson Walton, John T. Walton, and
Ben F. Love, in
their capacities as trustees of the Helen R. Walton 1987 Nonqualified
Charitable
Remainder Trust, which is also a general partner in Walton Enterprises,
L.P.
With respect to Walton Enterprises, L.P., 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
Walton
Enterprises, L.P.
4/
The number and percentage of shares of common stock shown in the
table as
beneficially owned by Jim C. Walton represent (a) 10,171,090 shares
held
directly by Jim C.
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Walton,
(b) 683,756 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)
1,695,746,480 shares held by Walton Enterprises, L.P., as to
which Jim C.
Walton, as a general partner thereof, shares voting and dispositive
power with
S. Robson Walton, John T. Walton, and Alice L. Walton, individually
as general
partners, Helen R. Walton, S. Robson Walton, John T. Walton,
Jim C. Walton, and
Alice L. Walton in their capacities as trustees of the Helen
R. Walton 1999
Trust which is a general partner, and S. Robson Walton, John
T. Walton, and Ben
F. Love, in their capacities as trustees of the Helen R. Walton
1987
Nonqualified Charitable Remainder Trust, which is also a general
partner in
Walton Enterprises, L.P., (d) 1,810,632 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, and (e) 568,864
shares held by
various trusts, as to which Jim C. Walton, as sole trustee thereof,
holds sole
voting and dispositive power.
With respect to Walton Enterprises, L.P., 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), (d),
and (e) above. He also disclaims beneficial ownership of the
shares listed in
(c) above, except to the extent of his actual ownership interest
in Walton
Enterprises, L.P.
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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) 7,348,580 shares held
directly by Alice
L. Walton, (b) 227,840 shares held by the James M. Walton 1987
Trust, of which
Alice L. Walton is the sole trustee, (c) 3,384 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, (d) 1,695,746,480 shares held by Walton
Enterprises, L.P., as
to which Alice L. Walton, as a general partner thereof, shares
voting and
dispositive power with S. Robson Walton, Jim C. Walton, and
John T. Walton,
individually as general partners, Helen R. Walton, S. Robson
Walton, John T.
Walton, Jim C. Walton, and Alice L. Walton in their capacities
as trustees of
the Helen R. Walton 1999 Trust which is a general partner,
and S. Robson Walton,
John T. Walton, and Ben F. Love, in their capacities as trustees
of the Helen R.
Walton 1987 Nonqualified Charitable Remainder Trust, which
is also a general
partner in Walton Enterprises, L.P., and (e) 305,330 shares
held by a trust, as
to which Alice L. Walton, as sole trustee thereof, holds sole
voting and
dispositive power.
With respect to Walton Enterprises, L.P., dispositive and voting
power over all
of the shares held thereby is exercised by the general partners
thereof.
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Alice L. Walton disclaims beneficial ownership of the shares
listed in (b), (c),
and (e) above. She also disclaims beneficial ownership of
the shares listed in
(d) above, except to the extent of her actual ownership interest
in Walton
Enterprises, L.P.
6/
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 (a) 1,695,746,480 shares held by Walton Enterprises,
L.P., as to
which S. Robson Walton, John T. Walton, and Ben F. Love,
as co-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 S. Robson
Walton, John T. Walton, Jim C. Walton, and Alice L. Walton,
individually as
general partners and Helen R. Walton, S. Robson Walton, John
T. Walton, Jim C.
Walton, and Alice L. Walton in their capacities as trustees
of the Helen R.
Walton 1999 Trust which is also a general partner of Walton
Enterprises,
L.P..
With respect to Walton Enterprises, L.P., dispositive and
voting power over all
of the shares held thereby is exercised by the general partners
thereof.
The Helen R. Walton 1987 Nonqualified Charitable Remainder
Trust disclaims
beneficial ownership of the shares listed in (a) above
except to the extent of
its actual ownership interest in Walton Enterprises, L.P.
7/
The number of percentage of shares of common stock shown
in the table as
beneficially owned by the Helen R. Walton 1999 Trust represent
(a) 1,695,746,480
shares held by Walton Enterprises, L.P. as to which Helen
R. Walton, S. Robson
Walton, John T.
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Walton,
Jim C. Walton, and Alice L. Walton as trustees of the Helen
R. Walton 1999
Trust, a general partner of Walton Enterprises, L.P., shares
voting and
dispositive power with S. Robson Walton, John T. Walton,
Jim C. Walton, and
Alice L. Walton, individually as general partners, and
S. Robson Walton, John T.
Walton, and Ben F. Love, as co-trustees of the Helen R.
Walton 1987 Nonqualified
Charitable Remainder Trust which is also a general partner
of Walton
Enterprises, L.P..
With respect to Walton Enterprises, L.P., dispositive and
voting power over all
of the shares held thereby is exercised by the general
partners
thereof.
The Helen R. Walton 1999 Trust disclaims beneficial ownership
of the shares
listed in (a) above except the extent of its actual ownership
interest in Walton
Enterprises, L.P..
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