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 January 29, 2002
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment
No. 21)*
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).
Page 1 of
18
|
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
3,299,428
|
|||
|
6.
|
SHARED
VOTING POWER
1,695,746,480**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
3,299,428**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,695,746,480**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,699,045,908**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.14%
|
||||
|
12.
|
TYPE
OF REPORTING PERSON*
|
||||
|
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
|||||
Page
2 of 18
|
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
2,817,689**
|
|||
|
6.
|
SHARED
VOTING POWER
1,698,262,728**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
2,759,355**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,698,262,728**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,701,080,417**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.18%
|
||||
|
12.
|
TYPE
OF REPORTING PERSON*
|
||||
|
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
|||||
Page
3 of 18
|
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
11,952,483**
|
|||
|
6.
|
SHARED
VOTING POWER
1,695,974,664**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
11,952,483**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,695,974,664**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,707,927,147**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.34%
|
||||
|
12.
|
TYPE
OF REPORTING PERSON*
|
||||
|
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
|||||
Page
4 of 18
|
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
10,476,462**
|
|||
|
6.
|
SHARED
VOTING POWER
1,697,557,112**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
10,476,462**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,697,557,112**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,708,033,574**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.34%
|
||||
|
12.
|
TYPE
OF REPORTING PERSON*
|
||||
|
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
|||||
Page
5 of 18
|
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
6,976,420**
|
|||
|
6.
|
SHARED
VOTING POWER
1,695,749,864**
|
||||
| 7. |
SOLE
DISPOSITIVE POWER
6,976,420**
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
1,695,749,864**
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,702,726,284**
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.22%
|
||||
|
12.
|
TYPE
OF REPORTING PERSON*
|
||||
|
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
|||||
Page
6 of 18
|
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
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
38.06%
|
||||
|
12.
|
TYPE
OF REPORTING PERSON*
|
||||
|
IN
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
|||||
Page
7 of 18
|
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
38.06%
|
||||
|
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
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 1987 Nonqualified
Charitable Remainder Trust; and
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 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.
|
|
|
Item
10.
|
Certification.
Not
applicable.
|
|
Page
10 of 18
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.
|
January
29, 2002
|
|
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 is 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 18
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 4,455,263,960 shares of
common stock outstanding on October 31, 2001, 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.
|
Reporting
Person
|
Aggregate
Number
of
Shares
of
Common
Stock
Beneficially
Owned
|
Percentage
Outstanding Common
Stock
|
Number
of Shares of Common Stock as
to
Which Reporting Person has
---------------------------------------------------------------------------------------------------------------------------------------------
|
|||
|
Sole
Power
to
Vote
|
Shared
Power
to
Vote
|
Sole
Power
to
Dispose
|
Shared
Power
to
Dispose
|
|||
|
Helen R.
Walton 1/
|
1,699,045,908
|
38.14%
|
3,299,428
|
1,695,746,480
|
3,299,428
|
1,695,746,480
|
|
S. Robson
Walton 2/
|
1,701,080,417
|
38.18%
|
2,817,689
|
1,698,262,728
|
2,759,355
|
1,698,262,728
|
|
John T.
Walton 3/
|
1,707,927,147
|
38.34%
|
11,952,483
|
1,695,974,664
|
11,952,483
|
1,695,974,664
|
|
Jim C.
Walton 4/
|
1,708,033,574
|
38.34%
|
10,476,462
|
1,697,557,112
|
10,476,462
|
1,697,557,112
|
|
Alice L.
Walton 5/
|
1,702,726,284
|
38.22%
|
6,976,420
|
1,695,749,864
|
6,976,420
|
1,695,749,864
|
|
Helen
R. Walton
1987
Nonqualified
Charitable
Remainder
Trust 6/
|
1,695,746,480
|
38.06%
|
0
|
1,695,746,480
|
0
|
1,695,746,480
|
|
Helen
R. Walton
1999
Trust 7/
|
1,695,746,480
|
38.06%
|
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. 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) 14,080 shares held by Helen R. Walton as custodian
for certain of her grandchildren under UGMA.
Page
12 of 18
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) 2,752,061 shares held
directly by S. Robson Walton, (b) 1,810,632 shares held by Walton Investment
Partnership, as to which S. Robson Walton, a general partner thereof, shares
a
majority of voting and dispositive power with Jim C. Walton, a trustee of
certain trusts that are general partners thereof, (c) an aggregate of 705,616
shares held by three trusts - in the case of each such trust, S. Robson Walton,
as a cotrustee thereof, shares voting and dispositive power with the niece
or
nephew of his who is a cotrustee and primary beneficiary of such trust, (d)
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., (e) 7,294 shares representing shares covered by stock
options exercisable by S. Robson Walton under the Wal-Mart Stock Option Plan
of
1984, and (f) 58,334 shares held under the Wal-Mart Profit Sharing Plan for
the
benefit of S. Robson Walton.
Page
13 of 18
S.
Robson
Walton disclaims beneficial ownership of the shares listed in (c) above. He
also
disclaims beneficial ownership of the shares listed in (b) and (d) above, except
to the extent of his actual ownership interest in Walton Investment Partnership
and 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) 11,939,328 shares held
directly by John T. Walton, (b) 224,800 shares beneficially owned by his wife,
Christy R. Walton, (c) 3,384 shares held by a trust, as to which John T. Walton,
as a cotrustee thereof, shares voting and dispositive power with Alice L.
Walton, the other cotrustee thereof, (d) 5,567 shares representing shares
covered by stock options exercisable by John T. Walton under the Wal-Mart Stock
Option Plan of 1984, (e) 7,588 shares representing phantom shares under the
Wal-Mart Stores, Inc. Director Compensation Plan, and (f) 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.
Page
14 of 18
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 (f) 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) 10,476,420 shares held
directly by Jim C. Walton, (b) 42 shares 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., and (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, shares a majority of voting and dispositive power
with
S. Robson Walton, a general partner thereof.
Page
15 of 18
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) 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 Walton Enterprises,
L.P.
5/
The
number and percentage of shares of common stock in the table as beneficially
owned by Alice L. Walton represent (a) 6,748,580 shares held directly by Alice
L. Walton, (b) 227,840 shares held by a trust, of which Alice L. Walton is
the
sole trustee, (c) 3,384 shares held by a 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) 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.
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.
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 Walton Enterprises,
L.P.
Page
16 of 18
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. 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.
Page
17 of 18
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.
Page
18 of
18