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									                                                                                     Return of Private Foundation
     For,990-PF
                                                                                                                                                                          OMB No 1545-0052
                                                                             or Section 4947(a)(1) Nonexempt Charitable Trust
     Del‘-int of the Treasury
     Interns Revenue Service
                                                                                       Treated as a Private Foundation
                                                     Note: The foundation may be able to use a copy of this return to satisfy state reporting requirements                       2006
     For calendar year 2006, or tax year beginning                                                                              , 2006, and ending
     G Check all that apply                                 Initial return                   I Final return        Amended return I I Address change                              Name change
                                  Name of foundation                                                                                                     A Employer identification number

           Use the IRS
               label.           WALTON FAMILY FOUNDATION, INC.                                                                                                13-3441466
            Otherwise,          Number and street (or P 0 box number if mail is not delivered to street address)                        Room/suite        B Telephone number (see page 11 of
               print                                                                                                                                         the instructions)
             or type.
           See Specific         P.O. BOX 1860                                                                                                                   (479)           464-1570
                                  City or town, state, and ZIP code                                                                           C   If exemption application is                   O'
           Instructions.                                                                                                                          pending, check here

                                                                                                                                              D 1. Foreign organizations, check here            lill'

                                BENTONVILLE                     AR 72712                                                                          2. Foreign organizations meeting the
                                                                                                                                                     85% test, check here and attach
     H Check type of organization.                Section 501(c)(3' exempt private foundation
                                                              X                                                                                      comp..                                             I   I

        1 1 Section 4947(a)(1) nonexempt charitable trust
           -                                                        Other taxable private foundation
                                                                                                                                              E   If private foundation status was terminated           1
            Fair market value of all assets at end     J Accounting method I XI Cash I       I Accrual                                            under section 507(b)(1)(A), check here .      IP'
            of year (from Part II, col. (c), line            I Other (specify)                                                                F   If the foundation is in a 60-month termination
             16) ► $          1,382,097,632.                    (Part I, column (d) must be on cash basis )                                       under section 507(b (1)(B), check here ,PO.
           Part I     Analysis of Revenue and Expenses (The                                                                                                                (d) Disbursements
                                                                            (a) Revenue and      (b) Net investment                         (c) Adjusted net                  for charitable
                      total of amounts in columns (b), (c), and (d)
                                                                                                        per
                                                                                               expenses pe             income                    income                         purposes
                      may not necessarily equal the amounts in
                      column (a) (see page 11 of the instructions) )                              books                                                                     (cash basis only)
             1       Contnbutions, gifts, grants, etc , received (attach schedule)       .   208, 993,334 .

   .,...     2       Check    ^   1       1   if the foundation is not required to
                                              attach Sch B
   =                 Interest on savings and temporary cash investments                          2,463,185.           2,463,185.                                                         STMT 1
   = 3
   "I4               Dividends and interest from securities                                    43,881,839.           43,394,841.                                                         STMT 2
             5a Gross rents
    .7.1         b Net rental income or (loss)
   .4)       6a Net gain or (loss) from sale of assets not on line 10                              -227,302.
   =             b Gross sales pnce for all
    d)               assets on line 6a
   :->
   si)       7       Capital gain net income (from Part IV, line 2)
   Ce
             8       Net short-term capital gain
             9   Income modifications
            10 a Gross sales less retums
                     and allowances • • • • •
   )
   c             b Less Cost of goods sold  .
                 c Gross profit or (loss) (attach schedule)
            11       Other income (attach schedule)                                                 106,516.                     63 .                                                    STMT 3
            12       Total. Add lines 1 through 11                                           255,217,572.            45,858,089.
            13       Compensation of officers, directors. trustees, etc                          1,306,940.                                                                       1,306,940.
            14       Other employee salaries and wages
   co
   1,1 15 Pension plans, employee benefits
   c
   o) 16a Legal fees (attach schedule) STMT 4                                                         84,939.                                                                            84,939.
   o.
   11            b Accounting fees (attach schedule)
   j.
    )            c Other professional fees (attach sclEgiThiffl.                5.               3,450,712.              670,294.                                                 2,773,299.
   r..
   to 17             Interest
   ....
   co 18             Taxes (attach schedule) (see page 14 of the instnic-tionst /I                  775, 598 .                                                                                          598 .
            19       Depreciation (attach schedule) and depletion                                     13 , 555 .
   0       20        Occupancy                                                                        39,278.                                                                            39,278.
   r2
   o                                                            ngs                                 133,349.                                                                           133,349.
                                      n
   o 23
   03      22        Pri        CFAVED-is
   . T-
   o
             Other expenses (attach sciitel Jle) STMT. 7                                            180,446.                                                                           180,446.
                                         (./)
   co 24:o Tottleirritifignpdm intrative expenses.
   ii.;   cD
   o.        Add lines 13 ;irough 23 .6                                                          5,984,817.             670,294.                                                  4,518,849 .
   D
        25 (..(:),,nautima,           sxd           lir                                      188,906,015.                                                                       188,906,015
                                                                                                                                                                                193,424,864
           26        7. 044                    is       en s. Add Imes 24 and 25             194,890,832.               670,294.
           27        Subtract line 26 from line 12                                                                                                                                                          '
                 a   Excess of revenue over expenses and disbursements          .    .         60,326,740.
                 b Net investment income (if negative, enter -0-)                                                    45,187,795.
                 c Adjusted net income (if negative, enter -0-). .                                                                                           -0-
   For Privacy Act and Paperwork Reduction Act Notice see the instructions.                                           **STMT 6                                             Form   990-PF pow
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                  4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                                                                  6
     Form 990-PF (2006                                                                                               13-3441466                                          Page   2
                                                Attached schedules and amounts in the            Beginning of year                              End of year
 1177               Balance Sheets              description column should be for end-of-year
                                                     ription
                                                amounts only (See instructions )                 (a) Book Value                (b) Book Value           (c) Fair Market Value
1                 Cash - non-interest-bearing                                                            133,519.                    116,798.                       116,798.
            2     Savings and temporary cash investments                                            58,631,045.                   3,450,990.                     3,450,990.
            3     Accounts receivable ► 534,711                                                             _   ,
                  Less allowance for doubtful accounts ►                                                 745,968.                    534,711 .                      534,711 .
            4     Pledges receivable ►
                  Less. allowance for doubtful accounts ►
            5     Grants receivable
            6     Receivables due from officers, directors, trustees, and other
                  disqualified persons (attach schedule) (see page 16 of the instructions)
7                 Other notes and loans receivable (attach schedule) ► *                                               *   '    28,112,771. __                 STMTS 8    -   11
                  Less allowance for doubtful accounts •                                            15,828,320.                 28,112,771.                    28,112,771.
     in     8     Inventories for sale or use
     :      9     Prepaid expenses and deferred charges
  Q
  < 10 a Investments - U S and state government obligations (attach schedule)
                b Investments - corporate stock (attach schedule)
             c Investments - corporate bonds (attach schedule)
          11   Investments - land, buildings, •,.
                  and equipment basis 211,552                                            .                                              ,   .
                  Less accumulated depreciation ►                                                        211,552.                    211,552.                       190,435.
                  (attach schedule)
12                Investments - mortgage loans
13                Investments - other (attach schedule) STMT 12                                   674,102,594.                 777,519,526.              1,208,994,362.
14                Land, buildings, and             ► 150,157.
                  equipment basis
                  Less accumulated depreciation 10.                                                                                                                  52,227.
                  (attach schedule)                       97930.                                           24,137.                     52,227.
15                Other assets (describe ► STMT                                13)                140,640,038.                 140,645,338.                   140,645,338.
16                Total assets (to be completed by all filers - see page 17 of
                  the instructions Also, see page 1, item I)                                      890,317,173.                 950,643,913.              1,382,097,632.
          17      Accounts payable and accrued expenses                                                                                                   .
          18      Grants payable
     6 19
     0            Deferred revenue
 P-       20      Loans from officers, directors, trustees, and other disqualified persons
 21
  co 21           Mortgages and other notes payable (attach schedule)
 J        22      Other liabilities (describe ►                                              )


          23      Total liabilities (add lines 17 through 22)
                  Organizations that follow SFAS 117, check here ►
                  and complete lines 24 through 26 and lines 30 and 31.
     N
     w
     o 24         Unrestricted
  c
  03 25           Temporarily restncted
 75
 co 26            Permanently restricted
 -o
 c                Organizations that do not follow SFAS 117,
 c
 u.               check here and complete lines 27 through 31.                       ►X
  8       27      Capital stock, trust principal, or current funds
  co
 .-• 28           Paid-in or capital surplus, or land, bldg , and equipment fund
  co
  cn                                                                                              890,317,173.                 950,643,913.
  u) 29           Retained earnings, accumulated income, endowment, or other funds .
 <
     30          Total net assets or fund balances (see page 18 of the
 Z                instructions)                                                                   890,317,173.                 950,643,913.
          31     Total liabilities and net assets/fund balances (see page 18 of
                 the instructions)                                                                890,317,173.                 950,643,913.
     Part Ill        Analysis of Changes in Net Assets or Fund Balances
 1        Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with
          end-of-year figure reported on prior year's return)                                                                                    1            890,317,173.
 2        Enter amount from Part I, line 27a                                                                                                     2             60,326,740.
 3        Other increases not included in line 2 (itemize) ►                                                                                     3
 4 Add lines 1, 2, and 3                                                                                                                         4            950,643,913.
 5        Decreases not included in line 2 (itemize) ►                                                                                           5
 6        Total net assets or fund balances at end of year (line 4 minus line 5)- Part II, column (b), line 30                                   6            950,643,913.
 JSA                                                                                                                                                      Form   990-PF (2006)
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                4PNOOR 8418 10/25/2007 14:32:35 V06-5                                                                                                               7
    Form 990-PF (2006)                                                                                                    13-3441466                                                  Page     3
                       Capital Gains and Losses for Tax on Investment Income
—         W—                                                                                                                                (b) How       (c) Date
                                (a) List and describe the kind(s) of property sold (e.g , real estate,                                      acquired
                                                                                                                                                          acquired            d) Date sold )
                                                                                                                                           N.urchase
                                                                                                                                                        (mo , day, yr )     ( mo , day, yr
                                                                                                                                                                             (
                                  2-story brick warehouse, or common stock, 200 shs MLC Co)                                                D-Donahon

 la SEE PART IV SCHEDULE
     b
     c
     d
     e
                                                     (f) Depreciation allowed                        (g) Cost or other basis                              (h) Gain or (loss)
             (e) Gross sales price                                                                                                                      (e) plus (f) minus (g)
                                                            (or allowable)                             plus expense of sale

     a
     b
    c
    d
    e
    Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69                                                   (I) Gains (Col (h) gain minus
                                                         (j) Adjusted basis                           (k) Excess of col (1)                      col (k), but not less than -0-) or
         (i) F M V as of 12/31/69                                                                      over col (j), if any                            Losses (from col (h))
                                                          as of 12/31/69

    a
    b
    c
    d
    e
                                                                                  {     If gain, also enter in Part I, line 7          }
2 Capital gain net income or (net caprtal loss)                                                                                             2
                                                                If (loss), enter -0- in Part I, line 7                                                                    - 227, 302 .
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
  If gain, also enter in Part I, line 8, column (c) (see pages 13 and 18 of the instructions).
         If (loss), enter -0- in Part I, line 8                                                                                        /    3
    Part V         Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income )


If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base penod?                                                                  Yes )(1 No
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part
    1 Enter the appropriate amount in each column for each year, see page 19 of the instructions before making any entries
                    (a)                                                                                                                                            (d)
                                                                  (b)                                          (c)
                                                                                                                                                            Distribution ratio
     Base penod years Calendar year
        (or tax year beginning in)                Adjusted qualifying distnbutions            Net value of nonchantable-use assets                     (col (b) divided by col (c))

                    2005                                       231,971,321.                              1,023,447,099.                                         0.22665687482
                    2004                                       186,057,186.                                  798,667,945.                                       0.23295937588
                    2003                                       108,373,905.                                  770,906,810.                                       0.14057977384
                    2002                                         82,681,483.                                 864,189,873.                                       0.09567513527
                    2001                                         97,996,619.                                 888,320,737.                                       0.11031670760


2        Total of line 1, column (d)                                                                                                        2                   0.80618786741
3        Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by
         the number of years the foundation has been in existence If less than 5 years                                                      3                   0.16123757348


4        Enter the net value of noncharitable-use assets for 2006 from Part X, line 5                                                       4                   1,221,873,540.


5        Multiply line 4 by line 3                                                                                                          5                       197,011,925.


6        Enter 1% of net investment income (1% of Part I, line 27b)                                                                         6                                  451,878.


7        Add lines 5 and 6          ...                                                                                                     7                       197,463,803.


8        Enter qualifying distributions from Part XII, line 4                                                                               8                       206,068,761 .
         If line 8 is equal to or greater than line 7, check the box in Part VI, line lb. and complete that part using a 1% tax rate See the Part VI instructions on page 19
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                                                                                                                                                                    Form   990-PF     (2006)



             4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                                                               8
  Form 990-PF (2006)                                                                                             13 - 3 4 4 14 6 6                                       Page   4
   Part VI          Excise Tax Based on Investment Income (Section 4940(a), 4 40(b), 4940(e), or 4948                               -   see page 19 of the instructi ns)
     1 Exempt operating foundations descnbed in section 4940(d)(2), check here
                                                                          IP' 1  I and enter 'N/A" on line 1 • • -
         Date of ruling letter            (attach copy of ruling letter if necessary - see instructions) . . . .
       b Domestic foundations that meet the section 4940(e) requirements in Pa rt V, check                                                   1                   451, 878.
           here ► El        and enter 1% of Part I, line 27b
       c All other domestic foundations enter 2% of line 27b Exempt foreign organizations enter   4% of Part I, line 12, col (b)

   2       Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-)                          2
   3       Add lines 1 and 2                                                                                                                 3                   451, 878.
   4       Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-)                        4                            NONE
   5       Tax based on investment income. Subtract line 4 from line 3 If zero or less, enter -0-                                            5                   451, 878.
   6       Credits/Payments
       a 2006 estimated tax payments and 2005 overpayment credited to 2006                           6a                  795,507.
       b Exempt foreign organizations-tax withheld at source                                         6b                            NONE
       c Tax paid with application for extension of time to file (Form 8868)                         6c                            NONE
       d Backup withholding erroneously withheld                                                     6d
   7       Total credits and payments Add lines 6a through 6d                                                                                7                   795, 507.
   8       Enter any penalty for underpayment of estimated tax Check here         El if Form 2220 is attached                                8
   9       Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed                                                ►    9
  10       Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid                   ►                    10                   343, 629.
  11       Enter the amount of line 10 to be Credited to 2007 estimated tax ►                   3 4 3 , 62 9 . Refunded ►                   11
  Part VII-A          Statements Regarding Activities
   1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it                                            Yes      Uy
           participate or intervene in any political campaign?                                                                                            la                X
       b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 20
           of the instructions for definition)?                                                                                                           1b                X
           If the answer is "Yes" to la or lb, attach a detailed description of the activities and copies of any materials
           published or distributed by the foundation in connection with the activities
       c Did the foundation file Form 1120 POL for this year?
                                                  -                                                                                                       1c                X
       d   Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year
           (1) On the foundation ► $                                   ( 2) On foundation managers ► $
       O Enter the reimbursement (if any) paid by the organization during the year for political expenditure tax imposed on
           foundation managers ► $
   2       Has the foundation engaged in any activities that have not previously been reported to the IRS?                                                   2              X
           If "Yes," attach a detailed description of the activities
   3       Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of
           incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes                                          3               X
  4a Did the foundation have unrelated business gross income of $1,000 or more during the year?                                                           4a                 X
       b If "Yes," has it filed a tax retum on Form 990 - T for this year?                                                                                4b             N/ A
   5       Was there a liquidation, termination, dissolution, or substantial contraction during the year?                                                    5              X
           If "Yes," attach the statement required by General Instruction T
   6       Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either
           • By language in the governing instrument, or
           • By state legislation that effectively amends the governing instrument so that no mandatory directions that
           conflict with the state law remain in the governing instrument?                                                                                6          X
   7 Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col (c), and Part XV                      7          X
   8a Enter the states to which the foundation reports or with which it is registered (see page 20 of the
           instructions) ► AR,                                     DE
       b If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General
           (or designate) of each state as required by General Instruction G 2 If "No," attach explanahon                                                 8b         X
9          Is the foundation claiming status as          a private operating foundation wi hin the meaning of section 49420)(3)
           or 4942(j)(5) for calendar year 2006 or the taxable year beginning in 2006 (see instructions for Part XIV on
           page 28)? If "Yes," complete Part XIV                                                                                                          9                 X

10         Did any persons become substantial contributors during the tax year? I                    "Yes," attach a schedule listing their
           names and addresses                                                                                      SEE STATEMENT 14                      10         X
                                                                                                                                                      Form   990-PF (nos)




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           4PNOOR 8418 10/30/2007 08:48:24 V06 5                              -                                                                                  9
     Form 990-PF (2006)                                                                                     13-3441466                                          Page    5
      Part VII-A         Statements Regarding Activities Continued
      14 any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
               meaning of section 512(b)(13)? If "Yes," attach schedule (see instructions)                                                         11a              X
        b If "Yes," did the foundation have a binding written contract in effect on August 17, 2006, covering the interest,
           rents, royalties, and annuities described in the attachment for line lla?                                                               11b        NI
       12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract'?                                          12               X
       13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application?                      13     X
           Website address ►WWW . WALTONFAMILYFOUNDATION . ORG
       14 The books are in care of ►        BRENDA DEAN                                                   Telephone no ►              j4791464-1570
           Located at ►        BENTONVILLE, AR                                                                             ZIP + 4 ►72712
       15 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-F in lieu of Form 1041 - Check here                              N/A                  ►1
           and enter the amount of tax-exempt interest received or accrues during the year                                               ■ I15 I
      Part VII-B          Statements Regarding Activities for Which Form 4720 May Be Required
           File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.                                                        Yes       No
       1a During the year did the foundation (either directly or indirectly)
           (1) Engage in the sale or exchange, or leasing of property with a disqualified person'?                             Yes     xl No
           (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
                  a      disqualified                                  person'?                                     Yes                X No
           (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person'?               X Yes                No

           (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?                            X Yes          No

           (5) Transfer any income or assets to a disqualified person (or make any of either available
                  for the benefit or use of a disqualified person)?                                                        Yes         xl No
           (6) Agree to pay money or property to a government official'? (Exception. Check "No"
                  if the foundation agreed to make a grant to or to employ the official for a period
                  after termination of government service, if terminating within 90 days )                             I       Yes    1 X No
        b If any answer is "Yes" to la(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations
                                                                                                                                                    lb
                                                                                                                                 •
           section 53 4941(d)-3 or in a current notice regarding disaster assistance (see page 22 of the instructions)?
           Organizations relying on a current notice regarding disaster assistance check here
        c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts,
           that were not corrected before the first day of the tax year beginning in 2006?                                                          1c

       2 Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
           operating foundation defined in section 4942(j)(3) or 4942(j)(5))
        a At the end of tax year 2006, did the foundation have any undistributed income (lines 6d
           and 6e, Part XI II) for tax year(s) beginning before 2006?                                                         1 Yes    X No
           If "Yes," list the years Op.                                                        ,
        b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
           (relating to incorrect valuation of assets) to the year's undistributed income'? (If applying section 4942(a)(2)
           to all years listed, answer "No" and attach statement - see page 22 of the instructions )                                               2b         N/ A

       c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here
           •                        ,                  ,                 .
      3a Did the foundation hold more than a 2% direct or indirect interest in any business
           enterprise at any time during the year'?                                                                           1 Yes    X I No
       b If "Yes," did it have excess business holdings in 2006 as a result of (1) any purchase by the foundation
           or disqualified persons after May 26, 1969, (2) the lapse of the 5-year period (or longer period approved
           by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest, or (3)
           the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
           if the foundation had excess business holdings in 2006 )                                                                                 3b        N/ A
      4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?                           4a               X
       b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable
           purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2006?                                 4b               X
                                                                                                                                                Form   990-PF      (2006)




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               4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                                     10
            Form 990-PF (2006)                                                                                         13-3441466                                              Page 6
            Part VII-B       Statements Regarding Activities for Which Form 4720 May Be Required Continued

             N   During the year did the foundation pay or incur any amount to
                 (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))2                                 Yes   1 xl No
                 (2) Influence the outcome of any specific public election (see section 4955), or to carry
 on, directly or indirectly, any voter registration drive?
Ye s                                                                                                                                                X No
                 (3) Provide a grant to an individual for travel, study, or other similar purposes'?                                  X Yes              No
                 (4) Provide a grant to an organization other than a charitable, etc , organization described
                     in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)                                     X I Yes    I 1 No
                 (5) Provide for any purpose other than religious, charitable, scientific, literary, or
                     educational purposes, or for the prevention of cruelty to children or animals'?                              n        Yes   I X I No
              b If any answer is "Yes" to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in
                 Regulations section 53 4945 or in a current notice regarding disaster assistance (see page 23 of the instructions)?                                 5b
                 Organizations relying on a current notice regarding disaster assistance check here
              c If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
                 tax because it maintained expenditure responsibility for the grant'?                                                      Yes           No
                 If "Yes," attach the statement required by Regulations section 53 4945 5(d).
                                                                                            -       SEE STMTS 21 - 56
            6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay
                 premiums on a personal benefit contract?                                                                        I     I   Yes   lx1 No
              b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract'?                                          6b
                 If you answered "Yes" to 6b, also file Form 8870
            7a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?               I    I Yes       X No                        S

             b If yes, did the foundation receive any proceeds or have any net income attnbutable to the transaction'?                                            7b       N/ A
            Part VIII     Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
                          and Contractors
        1       List all officers, directors, trustees, foundation managers and their compensation (see page 23 of the instructions).
                                                                               (b) Title, and average     (c) Compensation          (d) Contnbutions to       (e) Expense account,
                                 (a) Name and address                             hours per week          (If not paid, enter     employee benefit plans        other allowances
                                                                                devoted to position               -0 -)         and deferred compensation



        SEE STATEMENTS 15                 -   16                                                           1,306,940.                            NONE                          NOM




        2      Comoensation of five hiahest-oaid employees (other than those included on line 1 - see oaae 24 of the instructions).
               If none, enter "NONE."
                                                                                                                                  (d) Contributions to
                                                                               (b) Title and average                               employee benefit           (e) Expense account,
             (a) Name and address of each employee paid more than $50,000         hours per week          (c) Compensation                                      other allowances
                                                                                                                                  plans and deferred
                                                                                devoted to position                                  compensation
        NONE




        Total number of other employees paid over $50,000                                                                                                              ^ I NONE
                                                                                                                                                              Form   990-PF (2006)




  JSA
  6E1460 4 000
                 8WUVVY"?85?"5534;3644;"4?B98B59"`4:19                                                                                                                    11
     Form 990-PF (2006)                                                                                                  13-3441466                                           Page 7
      Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
                and Contractors Continued
     3 Five highest-paid independent contractors for professional services (see page 24 of the instructions). If none, enter
       "NONE."
                             (a) Name and address of each person paid more than $50,000                                           (b) Type of service         (c) Compensation



      SEE STATEMENT 17                                                                                                                                             2,261,600.




     Total number of others receiving over $50,000 for professional services                                                                                                 7

      Part IX-A        Summary of Direct Charitable Activities

       List the foundation's four largest direct charitable activities dunng the tax year Include relevant statistical information such as the number
                                                                                                                                                                   Expenses
       of organizations and other benefiaanes served, conferences convened, research papers produced, etc

       1 NOT APPLICABLE


       2



       3


       4


      Part IX-B       Summary of Program-Related Investments ( see page 24 of the instructions)
       Descnbe the two largest program-related investments made up by the foundation dunng the tax year on lines 1 and 2                                            Amount

       1   LOAN TO BRIGHTER CHOICE FOUNDATION TO FINANCE THE
           CONSTRUCTION OF CHARTER SCHOOL FACILITIES.
                                                                                                                                                                   5,443,177.
       2   LOAN TO LOCAL INITIATIVES SUPPORT FOUNDATION TO
           FINANCE NEW EDUCATIONAL FACILITIES PROJECTS.
                                                                                                                                                                   4,000,000.
       All other program-related investments See page 25 of the instructions

       3       ALL             OTHER                       CHARITABLE                                         LOANS.

                                                                                                                                                                   3,153,774.
    Total. Add lines 1 through 3                                                                                                                        ►      12,596,951.
                                                                                                                                                            Form   990-PF     (2006)




JSA
6E1465 2 000
               4PNOOR 8418 11/08/2007 07:58:06 V06-5                                                                                                                  12
Form 990-PF (2006)                                                                                    13-3441466                         Page 8

MON              Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
                 see page 25 of the instructions.)
1      Fair market value of assets not used (or held for use) directly in carrying out charitable, etc ,
       purposes
    a Average monthly fair market value of securities                                                                 1a   1,084,823,834.
    b Average of monthly cash balances                                                                                lb     155,466,482.
    c Fair market value of all other assets (see page 25 of the instructions)                                         1c          190,435.
    d Total (add lines la, b, and c)                                                                                  ld   1,240,480,751.
    e Reduction claimed for blockage or other factors reported on lines la and
       1c (attach detailed explanation)                                       I             le
2      Acquisition indebtedness applicable to line 1 assets                                                           2                 NONE
3      Subtract line 2 from line ld                                                                                   3    1,240,480,751.
4      Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see page 26
    of the instructions)                                                                                 4            18,607,211.
5   Net value of noncharitable-use assets. Subtract line 4 from line 3 Enter here and on Part V, line 4  5         1,221,873,540.
6 Minimum investment return. Enter 5% of line 5                                                          6            61,093,677.
 Part XI    Distributable Amount (see page 26 of the instructions) (Section 49420)(3) and (j)(5) private operating
            foundations and certain foreign organizations check here ► I I and do not complete this part )
I    Minimum investment return from Part X, line 6                                                                    1       61,093,677.
2a Tax on investment income for 2006 from Part VI, line 5                             2a                   451,878.
  b Income tax for 2006. (This does not include the tax from Part VI.)                2b
  c Add lines 2a and 2b                                                                                               2c          451,878.
3    Distributable amount before adjustments. Subtract line 2c from line 1                                            3       60,641,799.
4      Recoveries of amounts treated as qualifying distributions                                                      4           418,953.
5      Add lines 3 and 4                                                                                              5       61,060,752.
6      Deduction from distributable amount (see page 26 of the instructions)                                          6
7      Distributable amount as adjusted Subtract line 6 from line 5 Enter he re and on Part XIII,
       line 1                                                                                                         7       61,060,752.

    Part XII    Qualifying Distributions (see page 26 of the instructions)

1   Amounts paid (including administrative expenses) to accomplish charitable, etc , purposes
  a Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26                                     Ia     193,424,864.
  b Program-related investments - total from Part IX-B                                                                1b      12,596,951.
2   Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
        purposes                                                                                                      2             46,946.
3       Amounts set aside for specific charitable projects that satisfy the   .



  a Suitability test (prior IRS approval required)                                                                    3a                NONE
  b Cash distribution test (attach the required schedule)                                                             3b                NONE
4   Qualifying distributions. Add lines la through 3b Enter here and on Part V, line 8, and Part XIII, line 4         4      206,068,761.
5   Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
        income Enter 1% of Part I, line 27b (see page 27 of the instructions)                                     5                 451,878.
6       Adjusted qualifying distributions. Subtract line 5 from line 4                                            6             205,616,883.
        Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation
              qualifies for the section 4940(e) reduction of tax in those years
                                                                                                                             Form 990-PF (2oos)




JSA
6E 1470 3 000
                4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                              13
     Form                              990-PF                            (2006)                                            13-3441466                                Page   9

 CINEM Undistributed Income (see page 27 of the instructions)

                                                                                             (a)                    (b)                 (c)                   (d)

     1          Distributable amount for 2006 from Part XI,                                Corpus           Years prior to 2005     2005                     2006

                line 7                                                                                                                                  6 1, 0 6 0,752.
                                                                         -...-........

     2          Undistnbuted income, if any, as of the end of 2005
             a Enter amount for 2005 only                                                                                                     NONE
             b Total for prior years                                                                ., .                  NONE
     3          Excess distributions carryover, if any, to 2006
         a From 2001                                              NONE
         b From 2002                                 32,465,283.
         c From 2003                               108,519,329.
         d      From 2004                          186,204,058.
         e      From 2005                         232,253,863.
         f Total of lines 3a through e                                            559,442,533.
 4              Qualifying distributions for 2006 from Part
               XII, line 4 ► $ 206,068,761.
         a Applied to 2005, but not more than line 2a                                                                                         NONE

         b Applied to undistributed i ncome of prior years
               (Election required - see page 27 of the instructions) -                                                    NONE

         c Treated as distributions o ut of corpus (Election
               required - see page 27 of the instructions) *. .                  206,068,761.
         d Applied to 2006 distributable amount                                                                                                                      NONE
         e     Remaining amount distributed out of corpus                                            NONE
     5         Excess distributions carryover applied to 2006                            61,060,752.                                                    61,060,752.
               (If an amount appears in column (d), the
               same amount must be shown in column (a) )
 6 Enter the net total of each column as
    indicated below:
         a Corpus Add lines 3f, 4c, and 4e Subtract line 5                       704,450,542.

         b Prior years' undistributed income Subtract
            line 4b from line 2b                                                                                          NONE
         c Enter the amount of prior years' undistributed
            income for which a notice of deficiency has
            been issued, or on which the section 4942(a)
            tax has been previously assessed                                                                              NONE

         d     Subtract line 6c from line 6b Taxable
               amount - see page 27 of the instructions                                                                   NONE
         e     Undistnbuted income for 2005 Subtract line
               4a from line 2a Taxabl amount - see page
               27 of the instructions                                                                4                                        NONE

     f Undistributed income for 2006 Subtract
               lines 4d and 5 from line 1 This amount must
               be distributed in 2007
 7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(E) or 4942(g)(3) (see page
    28 of the instructions)                                                                          NONE
 8 Excess distributions carryover from 2001 not
    applied on line 5 or line 7 (see page 28 of
    the instructions)                                                                                NONE
 9 Excess distributions carryover to 2007.
              Subtract lines 7 and 8 from line 6a                               704,450,542.
10            Analysis of line 9
     a        Excess from 2002                                   NONE
     b Excess from 2003                            79,923,860.
     c Excess from 2004                          186,204,058.
     d Excess from 2005 .                        232,253,863.
     e Excess from 2006 .                        206,068,761.
                                                                                                                                                     Form   990-PF   (2006)




JSA
                                                                                              * SEE STATEMENT 57
6E1480 3 000



                4PNOOR 8418 11/07/2007 08:54:15 V06-5                                                                                                         14
    Form 990-PF (2006)                                                                                  13-3441466                                      Page 1 0
    Part XIV Private Oper ating Foundations (see page 28 of the instructions and Part VII A, question 9)       -                    NOT     APPLICABLE
    1 aV the foundation has received a ruling or determination letter that it is a private operating
           oundation, and the rutin g is effective for 2006, enter the date of the ruling                     ►
     b Check box to indicate wh ether the foundation is a private operating foundation described in section        49420)(3) or 1   I 49420)(5)
                                               Tax year                                     Prior 3 years
 2a Enter the lesser of the                                                                                                                 (e) Total
          adjusted net income from (a) 2006                            (b) 2005             (c)       2004          (d) 2003
          Part I or the minimum
          investment return from Part
          X for each year listed

     b 85% of line 2a

     C Qualifying distnbutions from Part
          XII. line 4 for each year listed ,
     d    Amounts included in line 2c not
          used directly for active conduct
          of exempt activities
     e    Qualifying distributions made
          directly for active conduct of
          exempt      activities Subtract
          line 2d from line 2c
3        Complete 3a. b. or c for the
         alternative test relied upon
     a 'Assets' alternative test - enter

         (1)Value of all assets
         (2)Value of assets qualifying
            under section
           49420X3X13)(1)
     b 'Endowment' alternative test-
         enter 2/3 of minimum invest-
         ment retum shown in Part X,
         line 6 for each year listed
    C 'Support' alternative test - enter

         (1)   Total support other than
               gross investment income
               (interest, dividends, rents,
               payments on secunties
               loans (section 512(a)(5)),
               or royalties)
         (2)   Support from general
               public and 5 or more
               exempt organizations as
               provided in section 4942
               GX 3 XBX 111 )
         (3)   Largest amount of sup-
               port from an exempt
               organization
         (4)   Gross investment income

    Part XV            Supplementary Information (Complete this part only if the organization had $5,000 or more in assets
                       at any time during the year - see page 28 of the instructions.)
1        Information Regarding Foundation Managers:
    a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
         before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

                      HELEN R. WALTON, S. ROBSON WALTON
    b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
         ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
                      N/A

2        Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

         Check here ■      I if the foundation only makes contributions to preselected charitable organizations and does not accept
         unsolicited requests for funds If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or
         organizations under other conditions, complete items 2a, b, c, and d.
    a The name, address, and telephone number of the person to whom applications should be addressed.
              SEE STATEMENT 18
    b The form in which applications should be submitted and information and materials they should include:


                      SEE STATEMENT 19
    c Any submission deadlines.


                      SEE ATTACHED SCHOLARSHIP APPLICATION.
    d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
         factors'
                      SEE ATTACHED RULES OF ELIGIBILITY FOR SCHOLARSHIPS.
JSA
6E1490 3 000                                                                                                                         Form   990-PF       (2006)

           4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                               15
      Form            990-PF              (2006)                                          13-3441466                                Page   11
                 Supplementary Information (continued)
     3 grants and Contributions Paid During the Year or Approved for Future Payment
                                              If recipient is an indimdual,
                     Recipient                 show any relationship to
                                                                            Foundation
                                                                                       Purpose of grant or
                                                                             status of                                 Amount
                                               any foundation manager                     contribution
         Name and address (home or business)   or substantial contnbutor     recipient

        k"Paid dunng the year
        SEE STATEMENT 20                                                                                             5??0A4:04592




         [y©kv""                                                                                             P•"7k   5??0A4:04592
       l"Approved for future payment




          [y©kv""""                                                                                          5427l
                                                                                                                     Form   990-PF (2oos)
JSA
6E1491 3 000

               4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                           16
       Form 990-PF (2006)                                                                                       13-3441466                                Page    12
                              Analysis of Income-Producing Activities
       Enter g . oss amounts unless otherwise indicated                   Unrelated business income   Excluded by section 512,513, or 514
                                                                                                                                            Related(V exempt
                                                                         (a)              (b)             (c)              (d)               function income
                                                                     Busness Code       Amount        Exdusion code      Amount              (See page 29 of
        1 Pro )ram service revenue.                                                                                                          the instructions )
           a
           b


           d
           e
           f
           9       Fees and contracts from government agencies
        2 Me ibership dues and assessments
        3 Inter est on savings and temporary cash investments                                           14               2,463,185.
        4 Divi Bends and interest from securities. . . .                                                14              43,881,839 .
        5 Net rental income or (loss) from real estate
           a       Debt-financed property
           b       Not debt-financed property
        6 Net ental income or (loss) from personal property      .
        7 Oth .1r investment income
        8 Gain or (loss) from sales of assets other than inventory                                      18                 -227,302.
        9 Net income or (loss) from special events . . .
       10 Gro as profit or (loss) from sales of inventory.       .
       11 Oth )r revenue a
           b        MISC INCOME                                                                         16                           63.
                    RECOVERIES OF                                                                                                                    106,453.
          d         PRIOR YEAR GRANTS
          e
       12 Sub I otal Add columns (b), (d), and (e) . . . .                                                              46,117,785.                  106,453.
       13 Total. Add line 12, columns (b), (d), and (e)                                                                         13 46,224,238.
       (See worksheet in line 13 instructions on page 29 to verify calculations )
       Part XVI B     -       Relationship of Activities to the Accomplishment of Exempt Purposes
        Line No.          Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
                          the accomplishment of the foundation's exempt purposes (other than by providing funds for such purposes) (See
               •          page 29 of the instructions )

       11 C               AMOUNT REPRESENTS MISCELLANEOUS REFUNDS OF UNUSED GRANT
                          FUNDS TREATED AS PRIOR YEAR QUALIFYING DISTRIBUTIONS




                                                                                                                                             Form   990-P (2006)
„ISA
6E1492 3 000

                   4PNOOR 8418 11/07/2007 09:00:23 V06-5                                                                                             17
      Form 990-PF 2006)                                                                                                     13-3441466                                                        Page 1   3
                                     Information Regarding Transfers To and Transactions and Relationships With Noncharitable
                                     Exempt Organizations
       1         Did the organization directly or indirectly engage in any of the following with any other organization described in section                                             Yes     No
                 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
           a     Transfers from the reporting foundation to a nonchantable exempt organization of
                 (1) Cash                                                                                                                                                   1a(1)
                 (2) Other assets                                                                                                                                           la(2)
           b Other transactions
                 (1) Sales of assets to a nonchantable exempt organization                                                                                                  lb(1)
                 (2) Purchases of assets from a nonchantable exempt organization                                                                                            1 b(2)   .



                 (3) Rental of facilities, equipment, or other assets                                                                                                       lb(3)
                 (4) Reimbursement arrangements                                                                                                                             1 b(4)
                 (5) Loans or loan guarantees                                                                                                                               lb(5)
                 (6) Performance of services or membership or fundraising solicitations                                                                                     I b(6)
           c     Sharing of facilities, equipment, mailing lists, other assets, or paid employees                                                                             1c
           d     If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market value of the goods,
                 other assets, or services given by the reporting foundation If the foundation received less than fair market value in any transaction or sharing
                 arrangement, show in column (d) the value of the goods, other assets, or services received


       (a) Line no               (b) Amount involved           (c) Name of nonchantable exempt organization          (d) Description of transfers, transactions, and shanng arrangements

                                 N/A                                                                                N/A




      2 a Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in
                section 501(c) of the Code (other than section 501(c)(3)) or in section 527?                                                                            I        Yes X No
           b If "Yes," complete the following schedule
                                 (a) Name of organization                              (b) Type of organization                               (c) Description of relationship




                Under penalties of • erjury, I de            that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and
                               i
                belief, it is ,• • • • . and                   D     ration of preparer (other than taxpayer or fiduciary) is based on all information of which p parer has any knowledge

                                                                               /"r D 4e-A
      •
                 /
                        -f.
                        i
                            df- ■- •■•"/ Acemake
                                • - • officer or trustee
                                                                     PrM          1




                                                                                                          Date
                                                                                                                  I //-1..-
                                                                                                                   Date
                                                                                                                                7
                                                                                                                                         r'
                                                                                                                                         6
                                                                                                                                           Title
                                                                                                                                                    -ec ,   A?   D'>C74

                                                                                                                                                            Preparers SSN or PTIN
      D
                                                                                                                               Check if                     (See Signature on page 31

                        c signature
      C           In
      Ca         1cD      Preparers                                                                                            self-employed                of the instructions )
     —
                    -
                                                            Asd e 444A----                                  / I /9/07
     U)        .C3 ni 0
                   '
               TO
                  5
               a. a (I,
                  1,40        Firm's name (or yours if       6 aHS[VU"LU[LYWYPZLZ0"SSJ                                                         EIN ► 62-1665434
                 (I. D        self-employed), address,       r W2V2"IVb"1860
                              and ZIP code
                                                                BENTONVILLE ,             AR                            72712                  Phone no 479/464-1500
                                                                                                                                                                       Form     AA41WM"-zyy•.




JSA
6E1403 3 000
                 4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                                                                   18
                                                                                                                                         OMB No 1545-0047
     Selirdule B                                                Schedule of Contributors
     (Form 990, 990-EZ,
     or 990-PF)
     Department of the Treasury
     Internal Revenue Service
                                                                     Supplementary Information for
                                                       line 1 of Form 990, 990-EZ, and 990-PF (see Instructions)
                                                                                                                                            2©06
     Name of organization                                                                                                  Employer identification number

     WALTON FAMILY FOUNDATION, INC.
                                                                                                                           13-3441466
     Organization type (check one):


     Filers of:                             Section:


     Form 990 or 990-EZ                     1      501(c)( ) (enter number) organization


                                            II     4947(a)(1) nonexempt charitable trust not treated as a private foundation


                                            1 527 political organization
     Form 990-PF                            I xl 501(c)(3) exempt private foundation
                                            II 4947(a)(1) nonexempt charitable trust treated as a private foundation
                                              1 501(c)(3) taxable private foundation

     Check if your organization is covered by the General Rule or a Special Rule. (Note: Only a section 501(c)(7), (8), or (10)
     organization can check boxes for both the General Rule and a Special Rule see instructions )
                                                                                        -




     General Rule -


               X For organizations filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
                  property) from any one contributor. (Complete Parts I and II )

     Special Rules -


          1       For a section 501(c)(3) organization filing Form 990, or Form 990-EZ, that met the 33 1/3% support test of the regulations
                  under sections 509(a)(1)/170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
                  greater of $5,000 or 2% of the amount on line 1 of these forms. (Complete Parts I and II.)


                  For a section 501(c)(7), (8), or (10) organization filing Form 990, or Form 990-EZ, that received from any one contnbutor,
                  during the year, aggregate contributions or bequests of more than $1,000 for use exclusively for religious, charitable,
                  scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. (Complete Parts I, II, and III )


                1 For a section 501(c)(7), (8), or (10) organization filing Form 990, or Form 990-EZ, that received from any one contributor,
                  during the year, some contributions for use exclusively for religious, charitable, etc , purposes, but these contributions did
                  not aggregate to more than $1,000. (If this box is checked, enter here the total contributions that were received during
                  the year for an exclusively religious, charitable, etc , purpose Do not complete any of the Parts unless the General Rule
                  applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
                  during                                the                 year.)                                         ^       $


    Caution: Organizations that are not covered by the General Rule and/or the Special Rules do not file Schedule B (Form 990,
    990-EZ, or 990-PF), but they must check the box in the heading of their Form 990, Form 990-EZ, or on line 2 of their Form
    990-PF, to certify that they do not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF).

    For Paperwork Reduction Act Notice, see the Instructions                                                       Schedule B (Form 990, 990-EZ, or 990-PF) (2006)
    for Form 990, Form 990-EZ, and Form 990-PF.




     JSA
6E1251 2 000
               4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                                 20
      Schedule B (Form 990, 990-EZ. or 990-PF) (2006)                                                                                      Page      of         of Part!
      Nam% organization                                                                                                            Employer identification number
                                      aHS[VU"MHTPSc"MV]UKH[PVU0"PUJ2
                                                                                                                                          57178858::

       Part I Contributors (See Specific Instructions.)

            (a)                                         (b)                                                 (c)                                  (d)
            No.                              Name, address, and ZIP + 4                           Aggregate contributions               Type of contribution


                 5   JOYPZ[c"Y2" WALTON                                                                                            Person             X
                                                                                                                                   Payroll
                     970 W BROADWAY PMB 496                                                                    3,500,000.          Noncash
                                                                                                                                 (Complete Par II if there is
                     JACKSON, WY                 83001                                                                           a noncash contribution )


           (a)                                          (b)                                                 (c)                                  (d)
           No.                               Name, address, and ZIP +4                            Aggregate contributions               Type of contribution


               2     HELEN R. WALTON                                                                                               Person             X
                                                                                                                                   Payroll
                     P.O. BOX 1860                                                                            93,500,000.          Noncash
                                                                                                                                 (Complete Part II if there is
                     ILU[VU`PSSL"0"HY                   ;6;56                                                                    a noncash contribution )


           (a)                                          (b)                                                 (c)                                  (d)
           No.                               Name, address, and ZIP +4                            Aggregate contributions               Type of contribution


             3         Trust created under agreement #1 dated January 17, 2003 between                                            Person              X
                       Helen R Walton, as settlor, and S Robson Walton, John T Walton,                                            Payroll
                       Jim C. Walton, and Alice L. Walton, as trustees                                    14,996,226.             Noncash
                       P 0 Box 1860
                                                                                                                                 (Complete Part II if there is
                       Bentonville, AR 72712
                                                                                                                                 a noncash contribution )


           (a)                                         (b)                                                  (c)                             (d)
           No.                              Name, address, and ZIP + 4                            Aggregate contributions          Type of contribution


             4                                                                                                                    Person              X
                      Trust created under agreement #2 dated January 17, 2003 between
                      Helen R Walton, as settlor, and S Robson Walton, John T Walton,                                             Payroll
                      Jim C. Walton, and Alice L. Walton, as trustees.                                    14,996,226.             Noncash
                      P O. Box 1860
                                                                                                                                (Complete Part II if there is
                      Bentonville, AR 72712
                                                                                                                                a noncash contribution )


           (a)                                         (b)                                                  (c)                                  (d)
           No.                              Name, address, and ZIP +4                             Aggregate contributions               Type of contribution


             S         Trust created under agreement #3 dated January 17, 2003 between                                            Person             X
                       Helen R. Walton, as settlor, and S Robson Walton, John T Walton,                                           Payroll
                       Jim C. Walton, and Alice L Walton, as trustees.                                    13 , 551, 159.          Noncash
                       P 0 Box 1860
                       Bentonville, AR 72712                                                                                    (Complete Part II if there is
                                                                                                                                a noncash contribution )


           (a)                                         (b)                                                  (c)                                  (d)
           No.                              Name, address, and ZIP + 4                            Aggregate contributions               Type of contribution


            6         Trust created under agreement #4 dated January 17, 2003 between                                             Person             X
                      Helen R Walton, as settlor, and S. Robson Walton, John T. Walton,                                           Payroll
                      Jim C. Walton, and Alice L. Walton, as trustees.
                                                                                                         1 3,551, 159.            Noncash
                      P O. Box 1860
                      Bentonville, AR 72712                                                                                     (Complete Part II if there is
                                                                                                                                a noncash contribution )

                                                                                                                        Schedule B (Form 990, 990-EZ, or 990-PF) (2006)
     JSA

6E1253 2 000
                 8WUVVY"?85?"543593644;"4A"B96"B55"`4:19                                  .1 '3           ,    --•f          1.                           2 1113 ___,
                                                                                                                            .__ . • -
     Schedule B (Form 990 990-EZ,   999-PF) (2006)                                                                              Page           of       of Part,

                                                                              INC.                                       Employer identification number
     Name o%eanization              WALTON FAMILY FOUNDATION,
                                                                                                                               13-3441466

        Part I Contributors (See Specific Instructions.)

         (a)                                         (b)                                           (c)                              (d)
         No.                              Name, address, and ZIP + 4                     Aggregate contributions           Type of contribution
                                                                                                                                            ...
               7     Trust created under agreement #1 dated January 17, 2003 between                                    Person                X
                     Helen R Walton. as settlor, and S. Robson Walton, John T Walton,
                                                                                                                        Payroll
                     Jim C. Walton, and Alice L Walton, as trustees.
                                                                                                      760,604.          Noncash
                     P O. Box 1860
                     Bentonville, AR 72712                                                                             (Complete Part II if there is
                                                                                                                       a noncash contribution )


         (a)                                         (b)                                           (c)                              (d)
         No.                              Name, address, and ZIP + 4                     Aggregate contributions           Type of contribution


               8     Trust created under agreement #2 dated January 17, 2003 between                                    Person               X
                     Helen R Walton, as seam, and S. Robson Walton, John T. Walton,                                     Payroll
                     Jim C. Walton, and Alice L. Walton, as trustees.                                760, 604.                               X
                                                                                                                        Noncash
                     P.0Box 1860
                     Bentonville, AR 72712                                                                            (Complete Part II if there is
                                                                                                                      a noncash contribution.)


         (a)                                        (b)                                            (c)                             (d)
         No.                             Name, address, and ZIP + 4                      Aggregate contributions          Type of contribution


              9     Trust created under agreement #1 dated September 19, 2002 between                                  Person               X
                    John T. Walton, as settlor, and John T. Walton, S. Robson Walton,                                  Payroll
                    Jim C Walton, and Alice L Walton, as trustees.                               10,672,263 .          Noncash
                    P 0 Box 1860
                                                                                                                      (Complete Part II if there is
                    Bentonville, AR 72712
                                                                                                                      a noncash contribution.)


         (a)                                        (b)                                           (c)                           (d)
        No                               Name, address, and ZIP + 4                     Aggregate contributions        Type of contribution


         10        Trust created under agreement #2 dated September 19, 2002 between                                   Person               X
                   John T Walton, as settlor, and John T Walton, S. Robson Walton,                                     Payroll
                   Jim C Walton, and Alice L Walton, as trustees
                                                                                                10,672,263 .          Noncash
                   P.O. Box 1860
                   Bentonville, AR 72712                                                                             (Complete Part II if there is
                                                                                                                     a noncash contribution.)


        (a)                                        (b)                                            (c)                             (d)
        No.                             Name, address, and ZIP + 4                      Aggregate contributions          Type of contribution


         11        Trust created under agreement #3 dated September 19, 2002 between                                  Person               X
                   John T Walton, as settlor, and John T. Walton, S. Robson Walton,
                                                                                                                      Payroll
                   Jim C. Walton, and Alice L Walton, as trustees.
                   P.O Box 1860                                                                 10,672,263.          Noncash
                   Bentonville, AR 72712                                                                            (Complete Part II if there is
                                                                                                                    a noncash contribution )


        (a)                                       (b)                                             (c)                            (d)
        No.                            Name, address, and ZIP + 4                       Aggregate contributions         Type of contribution


        12         Trust created under agreement #4 dated September 19, 2002 between                                 Person              .X
                   John T Walton, as settlor, and John T Walton, S. Robson Walton,                                   Payroll
                   Jim C. Walton, and Alice L. Walton, as trustees.
                                                                                               10,672,263.           Noncash
                   PO. Box 1860
                   Bentonville, AR 72712                                                                            (Complete Part II if there is
                                                                                                                    a noncash contribution.)

                                                                                                             Schedule B (Form 990, 990-EZ, or 990-PF) (2006)
  JSA

1253 2 000
                                               •-•   n .1,        Ntr1c,__c                                                                  2
       Schedule B (Form 990, 990-E1 or 990-PF) (2606)                                                                             Page         of        of Pan I
       Namf organization               WALTON FAMILY FOUNDATION, INC.                                                      Employer identification number

                                                                                                                                 13-3441466
       Part I Contributors (See Specific Instructions.)

           (a)                                           (b)                                         (c)                               (d)
           No.                                Name, address, and ZIP + 4                   Aggregate contributions            Type of contribution


           13                                                                                                              Person              X
                       Trust created under agreement #5 dated September 19, 2002 between                                   Payroll
                       John T. Walton, as settlor, and John T. Walton, S Robson Walton,             10,672,264.            Noncash
                       Jim C. Walton, and Alice L Walton, as trustees
                       P.O Box 1860                                                                                      (Complete Part II if there is
                       Bentonville, AR 72712                                                                             a noncash contribution.)


           (a)                                          (b)                                          (c)                               (d)
           No.                               Name, address, and ZIP + 4                    Aggregate contributions            Type of contribution


           14        WALTON ENTERPRISES, LLC                                                                               Person              X
                                                                                                                          Payroll
                     P.O. BOX 1860                                                                       16,040.          Noncash
                                                                                                                         (Complete Part II if there is
                     BENTONVILLE, AR                    72712                                                            a noncash contribution )


          (a)                                           (b)                                          (c)                              (d)
          No.                                Name, address, and ZIP +4                     Aggregate contributions           Type of contribution


                                                                                                                          Person
                                                                                                                          Payroll
                                                                                                                          Noncash
                                                                                                                         (Complete Part II if there is
                                                                                                                         a noncash contribution.)


          (a)                                          (b)                                           (c)                           (d)
          No.                               Name, address, and ZIP +4                      Aggregate contributions        Type of contribution


                                                                                                                          Person
                                                                                                                          Payroll
                                                                                                                          Noncash
                                                                                                                         (Complete Part II if there is
                                                                                                                         a noncash contribution.)


          (a)                                          (b)                                           (c)                              (d)
          No.                               Name, address, and ZIP + 4                     Aggregate contributions           Type of contribution


                                                                                                                          Person
                                                                                                                          Payroll
                                                                                                                          Noncash
                                                                                                                        (Complete Part II if there is
                                                                                                                        a noncash contribution.)


          (a)                                          (b)                                           (c)                             (d)
          No.                               Name, address, and ZIP + 4                     Aggregate contributions          Type of contribution


                                                                                                                         Person
                                                                                                                         Payroll
                                                                                                                         Noncash
                                                                                                                        (Complete Part II if there is
                                                                                                                        a noncash contribution )

                                                                                                                 Schedule B (Form 990, 990-EZ, or 990-PF) (2006)
    JSA

6E1253 2 000
                4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                               23
Schedule B (Form 990, 990-EZ, or 990-PF) (2006)                                                   Page        of          of Part II

Ukv(yp"y}qkxszk©syx        aHS[VU"MHTPSc"MV]UKH[PVU0"PUJ2                                Lwzvyyo}"snox©spsmk©syx"xuwlo}
                                                                                                     57178858::

 Part II     Noncash Property (See Specific Instructions.)

  (a) No.                                                                         (c)
                                                  (b)                                                              (d)
   from                                                                   FMV (or estimate)
                              Description of noncash property given                                       Date received
   Part I                                                                 (see instructions)

               562?;"aHS[VU"LU[LYWYPZLZ0"SSJ
       ;       ZWLJPHS"TLTILY"]UP[Z


                                                                      '                 ;:40:482         e1/17/2006


  (a) No.                                                                         (c)
                                                  (b)                                                              (d)
   from                                                                   FMV (or estimate)
                              Description of noncash property given                                       Date received
   Part I                                                                 (see instructions)

              562?;"aHS[VU"LU[LYWYPZLZ0"SSJ
       ?      ZWLJPHS"TLTILY"]UP[Z


                                                                      '                 ;:40:482         4535;3644:


  (a) No.                                                                        (c)
                                                  (b)                                                              (d)
   from                                                                   FMV (or estimate)
                              Description of noncash property given                                       Date received
   Part I                                                                 (see instructions)




                                                                      $


  (a) No.                                                                        (c)
                                                  (b)                                                              (d)
   from                                                                   FMV (or estimate)
                              Description of noncash property given                                       Date received
  Part I                                                                  (see instructions)




                                                                      $


  (a) No.                                                                        (c)
                                                  (b)                                                              (d)
   from                                                                   FMV (or estimate)
                              Description of noncash property given                                       Date received
  Part I                                                                  (see instructions)




                                                                      $


  (a) No.                                                                        (c)
                                                  (b)                                                              (d)
  from                                                                    FMV (or estimate)
                              Description of noncash property given                                       Date received
  Part I                                                                  (see instructions)




                                                                      $

                                                                                  Schedule B (Form 990, 990-EZ, or 990-PF) (2006)
JSA
6E12542000

      8WUVVY"?85?"543743644;"4?B8?B68"`4:19                                                                          24
 Form      2220                                  Underpayment of Estimated Tax by Corporations                                                    OMB No 1545-0142


 DepNent of the Treasury
 Interna Revenue Service
 Name
                                                                              ►    See separate instructions.
                                                                        ► Attach to the corporation's tax return.                                   2006
                                                                                                                                  Employer identification number

 WALTON FAMILY FOUNDATION, INC.                                                                                                         13-3441466
 Note: Generally, the corporation is not required to file Form 2220 (see Part ll below for exceptions) because the IRS will figure any penalty
 owed and bill the corporation. However, the corporation may still use Form 2220 to figure the penalty. If so, enter the amount from page
 2, line 34 on the estimated tax penalty line of the corporation's income tax return, but do not attach Form 2220
    Part I Required Annual Payment

    1      Total tax (see instructions)                                                                                             1               451,878.

    2 a Personal holding company tax (Schedule PH (Form 1120), line 26) included on line 1 . .           2a
        b Look-back interest included on line 1 under section 460(b)(2) for completed long-term
           contracts or section 167(g) for depreciation under the income forecast method                 2b


        c Credit for Federal tax paid on fuels (see instructions)                                        2c

        d Total. Add lines 2a through 2c                                                                                           2d
    3 Subtract line 2d from line 1 If the result is less than $500, do not complete or file this form. The corporation
          does not owe the penalty                                                                                                  3               451,878.
    4 Enter the tax shown on the corporation's 2005 income tax return (see instructions) Caution: If the tax is zero
          or the tax year was for less than 12 months, skip this line and enter the amount from line 3 on line 5                    4               282,542.

    5 Required annual payment. Enter the smaller of line 3 or line 4 If the corporation is required to skip line 4,
       enter the amount from line 3                                                                                                 5               282,542 .
 Part II Reasons for Filing - Check the boxes below that apply If any boxes are checked, the corporation must file
          Form 2220 even if it does not owe a penalty (see instructions).
6            The corporation is using the adjusted seasonal installment method
7            The corporation is using the annualized income installment method
8       X The corporation is a "large corporation" figuring its first required installment based on the prior year's tax
 Part III          Figuring the Underpayment
                                                                                  (a)                         (b)           (c)                        (d)

    9 Installment due dates. Enter in columns (a) through
        (d) the 15th day of the 4th (Form 990-PF hless•
        Use 5th month), 6th, 9th, and 12th months of the
        corporation's tax year                                      9     05/15/2006              06/15/2006        09/15/2006                12/15/2006

 10 Required installments. If the box on line 6 and/or
        line 7 above is checked, enter the amounts from
        Schedule A, line 38 If the box on line 8 (but not 6
        or 7) is checked, see instructions for the amounts
        to enter If none of these boxes are checked, enter
        25% of line 5 above in each column Special rules
        apply to corporations with assets of $1 billion or
        more (see instructions)                                    10              70,636.               155,303.          112,970.                 112,970.

 11 Estimated tax paid or credited for each period (see
        instructions) For column (a) only, enter the amount
        from line 11 on line 15                                    11              95,507.              350,000.           350,000.
        Complete lines 12 through 18 of one column before
        going to the next column.
 12 Enter amount, if any, from line 18 of the preceding
        column                                                     12                                     24,871.          219,568.                 456,598.
 13 Add lines 11 and 12                                            13                                   374,871 .          569,568.                 456,598.
 14     Add amounts on lines 16 and 17 of the preceding column ,   14
15      Subtract line 14 from linen If zero or less, enter -0-     15              95,507 .             374,871 .          569,568.                 456,598.
16 If the amount on line 15 is zero, subtract line 13
        from line 14 Otherwise, enter -0-                          16

17 Underpayment. If line 15 is less than or equal to
    line 10, subtract line 15 from line 10 Then go to
    line 12 of the next column Otherwise, go to
    line 18                                                        17
18 Overpayment. If line 10 is less than line 15,
   subtract line 10 from line 15 Then go to line
    12 of the next oolumn                                          18              24,871.              219,568.           456,598.
        Go to Part IV on page 2 to figure the penalty. Do not go to Part IV if there are no entries on line 17 - no penalty is owed.
For Paperwork Reduction Act Notice, see separate instructions.                                                                                   Form 2220 (2006)
JSA
6X8006 2 000


               4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                                    44
                                                                                                                                     Page 2
 Form 2220 (2006)

 Part          Figuring the Penalty
                                                                                  (a)                 (b)   (c)                (d)
19 Enter the date of payment or the 15th day of the 3rd month
    after the close of the tax year, whichever is earlier (see
    instructions) (Form 990-PF and Fenn 990-T filers: Use 5th
    month Instead of 3rd month )                                      19
20 Number of days from due date of installment on line 9 to the
    date shown on line 19                                             20
21 Number of days on line 20 after 4/15/2006 and before
    7/1/2006                                                          21


22 Underpayment on line 17 x Number of days on line 21 x 7%           22
                                        365

23 Number of days on line 20 after 6/30/2006 and before 4/1/2007      23


24 Underpayment on line 17 x Number of days on line 23 x8%            24
                                            365
25 Number of days on line 20 after 3/31/2007 and before 7/1/2007      25


26 Underpayment on line 17 x Number of days on line 25 x*%            26
                                       365

27 Number of days on line 20 after 6/30/2007 and before 10/1/2007     27


28 Underpayment on line 17 x Number of days on line 27 x*%            28
                                            365
29 Number of days on line 20 after 9/30/2007 and before 1/1/2008      29


30 Underpayment on line 17 x Number of days on line 29 x*%            30
                                       365

31 Number of days on line 20 after 12/31/2007 and before 2/16/2008    31


32 Underpayment on line 17 x Number of days on line 31 x *%           32
                                        366

33 Add lines 22, 24, 26, 28, 30, and 32                               33


34 Penalty. Add columns (a) through (d) of line 33 Enter the total h ere and on Form 1120, line 33,
    Form 1120-A, line 29, or the comparable line for other income tax returns                                     34

•For underpayments paid after March 31, 2007: For lines 26, 28, 30, and 32, use the penalty interest rate for each calendar
quarter, which the IRS will determine during the first month in the preceding quarter These rates are published quarterly in an IRS
News Release and in a revenue ruling in the Internal Revenue Bulletin. To obtain this information on the Internet, access the IRS
website at www.irs.gov . You can also call 1-800-829-4933 to get interest rate information.
                                                                                                                       Form   2220 (2006)




JSA
6X8007 2 000


               4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                           45
              4 562                                                 Depreciation and Amortization
                                                                                                                                                                            OMB No 1545-0172


                                                                                                                                                                               2006
     For

    DepSent of the Treasury
                                                                 (Including Information on Listed Property)
    Internal Revenue Service                                                                                                                                              Attachment
                                                      10- See separate instructions.                           ► Attach to your tax return.                               Sequence No     67
    Name(s) shown on return                                                                                                                                              Identifying number

    WALTON FAMILY FOUNDATION, INC.                                                                                                                                        13-3441466
    Business or activity to which this form relates

    GENERAL DEPRECIATION
    Part I Election To Expense Certain Property Under Section 179
           Note: If you have any listed property, complete Part V before you complete Part I.
      1 Maximum amount See the instructions for a higher limit for certain businesses                                                                               1

      2 Total cost of section 179 property placed in service (see instructions)                                                                                     2
      3 Threshold cost of section 179 property before reduction in limitation                                                                                       3
      4 Reduction in limitation Subtract line 3 from line 2 If zero or less, enter -0-                                                                              4
      5 Dollar limitation for tax year Subtract brie 4 from line 1 If zero or less, enter -0- If roamed
           filing         separately,                      see         instructions                            .                                                    5
                                        (a) Description of property                                       (b) Cost (business use only)          (c) Elected cost

      6


      7 Listed property Enter the amount from line 29                                                                              7
      8 Total elected cost of section 179 property Add amounts in column (c), ineS 6 and 7                                                                          8
      9 Tentative deduction Enter the smaller of line 5 or line 8                                                                                                   9
    10 Carryover of disallowed deduction from line 13 of your 2005 Form 456                                                                                         10
    11 Business income limitation Enter the smaller of business income (not I ss than zero) or line 5 (see instructions)                                            11
    12 Section 179 expense deduction Add lines 9 and 10, but do not enter                             ore than line 11                                              12
    13 Carryover of disallowed deduction to 2007 Add lines 9 and 10, less lint                            12              ► 1 13
    Note: Do not use Part ll or Part Ill below for listed property Instead, use Part                                                              V
     Part II        Special Depreciation Allowance and Other Depreciation (Do not include listed property.) (S e instructions.)
    14 Special allowance for qualified New York Liberty or Gulf Opportunity Zone property (other than listed property) placed
           in service during the tax year (see instructions)                                                                                                        14
    15 Property subject to section 168(f)(1) election                                                                                                               15
    16 Other depreciation (including ACRS)                                                                                                                          16                         162.
     Part Ill      MACRS Depreciation (Do not include listed property.) (See instructions )
                                                                  Section A
    17 MACRS deductions for assets placed in service in tax years beginning before 2006                                                                             17                    7,685
    18 If you are electing to group any assets placed in service during the tax year into one or more
           general asset accounts, check here                                                                                            ►
                             Section B        -   Assets Placed in Service During 2006 Tax Year Using the General Depreciation System
                                                               (b) Month and          (c) Basis for depreciation      (d) Recovery
                (a) Classification of property                 year placed in        (business/investment use                            (e) Convention    (f) Method    (g) Depreciation deduction
                                                                  service              only - see instructions)          period

    19a     3-year property                                  SEE
       b    5-year property                                 DETAIL                                 22,809.              5.000                HY            200DB                        1,523.
       c    7-year property                                                                                 460.        7.000                HY            200DB                              115.
       d 10-year property
       e 15-year property
       f 20-year property
       g 25-year property                                                                                               25 yrs                                S/L

       h Residential rental                                                                                            27 5 yrs.             MM               S/L
           property                                                                                                    27 5 yrs              MM               S/L

       i Nonresidential real                                                                                            39 yrs               MM               S/L
         property                                                                                                                            MM               S/L
                           Section C      -   Assets Placed in Service During 2006 Tax Year Using the Alternative Depreciation System
    20a Class life                                                                                                                                            S/L
      b 12-year                                                                                                         12 yrs                                S/L
      c 40-year                                                                                                         40 yrs               MM               S/L
                   Summary (see instructions)
    21 Listed property Enter amount from line 28                                                                                                                   21                     4,070.
    22 Total. Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g ), and line 21
           Enter here and on the appropriate lines of your return. Partnerships and S corporati ons - see instr                                                    22                   13,555.
    23 For assets shown above and placed in service during the current year,
           enter the portion of the basis attributable to section 263A costs                                                      23
JSA For Paperwork    Reduction Act Notice, see separate instructions.                                                                                                         Form   4562 (2006)
6X2300 1 000
             4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                                                                   46
                                                                                                                                                                             13-3441466
Form 4562 (2006)                                                                                                      Page 2
                 Listed Property (Include automobiles, certain other vehicles, cellular telephones, certain computers, and
                 property used for entertainment, recreation, or amusement.)
                 Note: For any vehicle for which you are using the standard mileage rate or deducting lease expense, complete only
                 24a, 24b, columns (a) through (c) of Section A, all of Section B, and Section C if                                                 applicable.
Section A - Depreciation and Other Information (Caution: See the instructions for limits for passenger automobiles )
24a Do you have evidence to support the business/investment use claimed? x Yes                                          No 24b If "Yes," is the evidence wntten? X Ye s                                        No
                                                                (c)                                               (e)                                                                                   (1)
              (a)                          (b)               Business/                   (d)                                            (f)                 (g)                 (h)
                                                                                                                                                                                                   Elected
                                                            investment                                   Basis tor depreciation
     Type of property (list           Date placed in                                Cost or other                                 Recovery             Method/              Depreciation
                                                                use                                      (businessAnyestmenl                                                                     section 179
        vehicles first)                  service                                        basis                                      penod              Convention             deduction
                                                            percentage                                         use only)                                                                               cost

25    Special allowance for qualified New York Liberty or Gulf Opportunity Zone property placed in service dunng the tax
      year and used more than 50% in a qualified business use (see instructions)                                                                                    25
26    Property used more than 50% in a qualified business use                                                                                 SEE LISTED PROPERTY DETAIL
                                                                            %
                                                                            %
                                                                            %
27    Property used 50% or less in a qualified business use
                                                                            %                                                                       S/L -
                                                                            Ok                                                                      S/L -
                                                                            %                                                                       S/L -
28   Add amounts in colu mn (h), lines 25 through 27 Enter here and on line 21, page 1                                                                            I 28           4,070.
29   Add amounts in colu mn (i), line 26 Enter here and on line 7, page 1                                                                                                              I 29
                                                                 Section B - Information on Use of Vehicles
Complete this section for vehicles used by a sole proprietor, partner, or other "more than 5% owner," or related person
If you provided vehicles to your employees, first answer the questions in Section C to see f you meet an exception to completing this section for those vehicles

                                                                                       (a)                 (b)                    (c)                       (d)                  (e)                 ( fl
30   Total business/investment miles driven during the                            Vehicle 1            Vehicle 2            Vehicle 3                 Vehicle 4              Vehicle 5            Vehicle 6

     year (do not include commuting miles)
31   Total     commuting      miles    driven     during   the year
32   Total     other     personal      (noncommuting)          miles
     driven
33   Total miles driven during the year                Add lines 30
     through 32
34   Was the vehicle available for personal use during                           Yes         No      Yes         No        Yes          No           Yes           No      Yes         No        Yes          No
     off-duty hours?
35   Was the vehicle used primarily by a more than
     5% owner or related person?
36   Is      another     vehicle      available     for    personal
     use?
                                   Section C - Questions for Employers Who Provide Vehicles for Use by Their Employees
Answer these questions to determine if you meet an exception to completing Section B for vehicles used by employees who are
not more than 5% owners or related persons (see instructions).
                                                                                                                                                                                                 Yes          No
37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting,
    by your employees?                                                                                                                                                                            X
38 Do you maintain a written policy statement that prohibits personal use of vehicles, except commuting, by your employees?
     See the instructions for vehicles used by corporate officers, directors, or 1% or more owners                                                                                                            X
39 Do you treat all use of vehicles by employees as personal use?                                                                                                                                             X
40 Do you provide more than five vehicles to your employees, obtain information from your employees about
     the use of the vehicles, and retain the information received?                                                                                                                                            X
41 Do you meet the requirements concerning qualified automobile demonstration use? (See instructions )                                                                                                        X
     Note: If your answer to 37, 38, 39, 40, or 41 is "Yes," do not complete Section B for the covered vehicles
 Part VI Amortization
                                                                      (b)                               (c)                                   (d)                      (e)
                                                                                                                                                                                               (f)
                        (a)                                                                                                                                       Amortization
                                                            Date amortization                       Amortizable                           Code                                           Amortization for
                 Descnption of costs                                                                                                                                period or              this year
                                                                 begins                              amount                              section
                                                                                                                                                                   percentage
42 Amortization of costs that begins during your 2006 tax year (see instructions)




43 Amortization of costs that began before your 2006 tax year                                                                                                              43
44 Total. Add amounts in column (f) See th e instructions for where to report                                                                                              44
JSA                                                                                                                                                                                       Form   4562 (2oos)
6X2310 1 000


          4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                                                                                  47
WALTON FAMILY FOUNDATION INC.                                                               2006
Description of Property
GENERAL DEPRECIATION                                                                                                                                                                       4,
DEPRECIATION
                                  Date      Unadjusted             179 exp                                 Beginning     Ending                                    MA Current-year
                                placed in      Cost        Bus     reduction     Basis       Basis for    Accumulated Accumulated Me-                       ACRE CRS      179        Current-year
         Asset description       service     or basis       %       in basis   Reduction   depreciation   depreciation depreciation thnd Cony        Life   class class expense      depreciation
 TELEPHONES                  06/15/1993           873.   100.000                                   873.         873.          873.   200DE   HY                  7
 FILE CABINETS (5)           06/15/1993           919.   100.000                                   919.         919.          919.   200DE   HY                  7
 HP LASER PRINTER            09/15/1993         1,389.   100.000                                 1,389.       1,389.        1,389.   200DE   HY                  5
 DESKS - CHAIR               09/15/1993           350.   100.000                                   350.         350.          350.   200DE   HY                  7
 OFFICE CHAIR                09/15/1993           137.   100.000                                   137.         137.          137.   200DE   HY                  7
 TV / VCR                    09/15/1993           503.   100.000                                   503.         503.          503.   200DE   HY                  7
 FAX MACHINE                 03/13/1993         2,077.   100.000                                 2,077.       2,077.                 200DE   HY                  5
 PHONES                      06/30/1994           426.   100.000                                   426.         426.          426.   200DE   HY                  7
 TELEPHONES                  07/01/1996         1,040.   100.000                                 1,040.       1,040.        1,040.   200DE   HY                  7
 COMPUTER SOFTWARE           10/12/1998        11,490.   100.000                                11,490.      11,331.       11,331.   SL             3.000
 COPY MACHINE                11/11/1998        10,507.   100.000                                10,507.      10,506.       10,506.   200DE   HY                   5
 COMPUTER                    06/30/1999         2,884.   100.000                                 2,884.       2,538.        2,538.   200DE   HY                   5
 LAPTOP COMPUTER             02/11/2000         1,351.   100.000                                 1,351.       1,351.        1,351.   200DE   HY                   5
 LAPTOP COMPUTER             06/30/1999         2,046.   100.000                                 2,046.       1,801.        1,801.   200DE   HY                   5
 SCANNER                     06/30/1999           616.   100.000                                   616.         541.          541.   200DE   HY                   5
 SERVER                      11/27/2001        12,610.   100.000                  3,783.         8,827.       8,319.        8,827.   200DE   HY                   5                             508.
 CONFERENCE PHONE            06/27/2002           652.   100.000                                   652.         448.          506.   200DE   HY                   7                              58.
 GTS SOFTWARE UPGRA          07/12/2002         4,410.   100.000                                 4,410.       4,410.        4,410.   SL             3.000
 COMPUTER SOFTWARE           09/17/2002           691.   100.000                                   691.         691.          691.   SL             3.000
Less Retired Assets
Subtotals
Listed Property




Less Retired Assets
Subtotals
TOTALS
AMORTIZATION
                               Date           Cost                                                                       Ending
                             placed in         or                                                         Accumulated Accumulated                                                    Current-year
        Asset description       service       basis                                                       amortization amortization Code     Life                                    amortization




TOTALS
'Assets Retired
JSA
6X9024 1 000

         4PN00R 8418 10/30/2007 08:48:24 V06-5                                                                                        48
    WALTON FAMILY FOUNDATION, INC.                                                            2006                                                                                        1J-J141400
    Description of Property
i   GENERAL DEPRECIATION                                                                                                                                                                     ,
    DEPRECIATION
                                    Date      Unadjusted             179 exp                                 Beginning     Ending                                    MA Current-year
                                  placed in      Cost        Bus     reduction     Basis       Basis for    Accumulated Accumulated Me-                       ACRE CRS      179        Current-year
             Asset description     service     or basis       %       in basis   Reduction   depreciation   depreciation depreciation thnd Cony        Life   class class expense      depreciation
    COMPUTER & PRINTER           09/30/2002      1,689.    100.000                                 1,689.       1,397.        1,592.   200DB   HY                  5                              195.
    OFFICE DESK                  12/19/2002        381.    100.000                                   381.         262.          296.   200DB   HY                  7                               34.
    FILE CABINET                 12/19/2002        418.    100.000                                   418.         287.          324.   200DE   HY                  7                               37.
    COMPUTERS                    05/09/2002      6,491.    100.000                                 6,491.       5,369.        6,117.   200DE   HY                  5                              748.
    MS OFFICE UPGRADE            01/02/2003      2,129.    100.000                                 2,129.       2,129.        2,129.   SL             3.000
    LASER JET PTR -BEN           01/24/2003        400.    100.000                                   400.         285.          331.   200DE   HY                  5                              46.
    DELL LAPTOP - BEN            02/17/2003      2,894.    100.000                                 2,894.       2,061.        2,394.   200DE   HY                  5                             333.
    PROJECTOR                    07/11/2003      2,147.    100.000                                 2,147.       1,209.        1,477.   200DE   HY                  7                             268.
    BATTERY BACKUP               03/04/2004        366.    100.000                                   366.         142.          206.   200DE   HY                  7                              64.
    3 YR SOFTWARE LIC.           03/04/2004        486.    100.000                                   486.         297.          459.   SL             3.000                                      162.
    CRED CD COMPUTR EQ           08/26/2004      2,862.    100.000                                 2,862.       1,488.        2,038.   200DB   HY                  5                             550.
    LAPTOP - E KIRBY             11/01/2004      1,548.    100.000                                 1,548.         805.        1,102.   200DE   HY                  5                             297.
    PRINTER                      05/05/2005      7,750.    100.000                                 7,750.       1,550.        4,030.   200DE   HY                  5                           2,480.
    SHREDDER                     06/23/2005      1,383.    100.000                                 1,383.         198.          537.   200DE   HY                  7                             339.
    COMPUTER EQUIPMENT           09/29/2005      1,391.    100.000                                 1,391.         278.          723.   200DE   HY                  5                             445.
    COMPUTER EQUIPMENT           09/29/2005      1,115.    100.000                                 1,115.         223.          580.   200DE   HY                  5                             357.
    COMPUTER EQUIPMENT           10/06/2005        721.    100.000                                   721.         144.          375.   200DE   HY                  5                             231.
    FAX MACHINE                  11/27/2005      2,172.    100.000                                 2,172.         434.        1,129.   200DE   HY                  5                             695.
    SOFA                         02/02/2006        460.    100.000                                   460.                       115.   200DE   MQ                  7                             115.
    Less Retired Assets
    Subtotals
    Listed Property




    Less Retired Assets                                                                                                                                       .
    Subtotals
    TOTALS
    AMORTIZATION
                                   Date         Cost                                                                       Ending
                                 placed in       or                                                         Accumulated Accumulated                                                    Current-year
          Asset description       service       basis                                                       amortization amortization Code     Life                                    amortization




    TOTALS
'Assets Retired
JSA
6X9024 1 000

           4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                        49
WALTON FAMILY FOUNDATION, INC.                                                            2006                                                                                      ..... ...—....,
Description of Property
                                                                                                                                                                                         0
GENERAL DEPRECIATION
DEPRECIATION
                                Date      Unadjusted             179 exp                                 Beginning     Ending                                   MA Current-year
                              placed in      Cost        Bus     reduction     Basis       Basis for    Accumulated Accumulated Me-                      ACRE CRS      179        Current-year
         Asset description     service     or basis       %       in         Reduction   depreciation   depreciation depreciation thud Cony       Life   class class expense      depreciation
COMPUTER                     08/16/2006       1,666.   100.000                                 1,666.                       250.   200DE   MQ                  5                              250.
COMPUTER                     08/31/2006       2,152.   100.000                                 2,152.                       323.   200DE   MQ                  5                              323.
COMPUTER SERVER              10/18/2006       8,818.   100.000                                 8,818.                       441.   200DE   MQ                  5                              441.
5 COMPUTERS                  11/27/2006      10,173.   100.000                                10,173.                       509.   200DE   MQ                  5                              509.




Less Retired Assets                           2 077.                                           2,077.        2,077.
Subtotals                                   112,506.                            3,783.       108,723.       66,131.      75,616.                                                            9,485.
Listed Property
TAURUS/TRADE - 500           03/02/2001      19,274. 100.000                                  19,274.       14,460.      15,570. 200DE HY                      5                            1,110
 2006 FORD 500               06/06/2006      18,377. 100.000                                  18,377.                     2,960. 200DE MQ                      5                            2,960.


Less Retired Assets
     .



Subtotals                                    37,651.                                          37,651.       14,460.      18,530.                          '                                4,070.
TOTALS                                      150 157.                            3,783.       146,374.       80,591.      94,146.                                                          13,555.
AMORTIZATION
                                Date        Cost                                                                       Ending
                              placed in      or                                                         Accumulated Accumulated                                                   Current-year
         Asset description     service      basis                                                       amortization amortization Code     Life                                   amortization




TOTALS
'Assets Retired
JSA
6X9024 1 000

         4PNOOR 8418 10/30/2007 08:48:24 V06-5                                                                                      50
WALTON FAMILY FOUNDATION, INC.                                 13-3441466




FORM 990PF, PART I - INTEREST ON TEMPORARY CASH INVESTMENTS


                                                   REVENUE
                                                     AND              NET
                                                  EXPENSES         INVESTMENT
DESCRIPTION                                       PER BOOKS          INCOME


ARVEST BANK                                           2,418,885.       2,418,885.
WALTON ENTERPRISES, LLC                                      30.              30.
SOUTHERN FINANCIAL PARTNERS                              44,270.          44,270.

                                   TOTAL
                                                      2,463,185.       2,463,185.




      4PNOOR 8418 10/30/2007 08:48:24 V06-5                            25           STATEMENT 1
WALTON FAMILY FOUNDATION, INC.                                 13-3441466

                                                                                                     *
FORM 990PF, PART I - DIVIDENDS AND INTEREST FROM SECURITIES


                                                   REVENUE
                                                     AND              NET
                                                  EXPENSES         INVESTMENT
DESCRIPTION                                       PER BOOKS          INCOME

WALTON ENTERPRISES, LLC                              19,046,869.      19,046,869.
NORTHERN TRUST                                       24,131,770.      24,131,770.
NORTHERN TRUST - MUNI INTEREST                          486,998.
SUNTRUST                                                 70,427.             70,427.
PRESBYTERIAN CHURCH USA                                 145,775.            145,775.

                                   TOTAL             43,881,839.      43,394,841.




      4PNOOR 8418 10/30/2007 08:48:24 V06-5                            26              STATEMENT 2
WALTON FAMILY FOUNDATION, INC.                             13-3441466




FORM 990PF, PART I - OTHER INCOME


                                               REVENUE
                                                 AND              NET
                                              EXPENSES         INVESTMENT
DESCRIPTION                                   PER BOOKS          INCOME


MISC INCOME                                              63.                63.
RECOVERIES OF PRIOR YEAR GRANT PAYMENTS             106,453.

                                    TOTALS          106,516.                63.




      4PNOOR 8418 10/30/2007 08:48:24 V06-5                       27              STATEMENT 3
WALTON FAMILY FOUNDATION, INC.                                  13-3441466




FORM 990PF, PART I - LEGAL FEES


                                       REVENUE
                                          AND               NET          ADJUSTED
                                       EXPENSES         INVESTMENT         NET          CHARITABLE
DESCRIPTION                            PER BOOKS          INCOME          INCOME         PURPOSES


LEGAL FEES                                    84,939.                                        84,939.

                        TOTALS                84,939.           NONE            NONE         84,939.




      4PNOOR 8418 10/30/2007 08:48:24 V06-5                            28              STATEMENT 4
WALTON FAMILY FOUNDATION, INC.                                13-3441466




FORM 990PF, PART I - OTHER PROFESSIONAL FEES


                                       REVENUE
                                          AND             NET
                                       EXPENSES       INVESTMENT            CHARITABLE
DESCRIPTION                            PER BOOKS        INCOME               PURPOSES

INVESTMENT MANAGEMENT FEES                 670,294.       670,294.
MUNI INTEREST RELATED FEES                   7,119.
EDUCATIONAL CONSULTING FEES              2,203,190.                           2,203,190.
CHARITABLE & OTHER CONSULTING              570,109.                             570,109.

                        TOTALS           3,450,712.       670,294.            2,773,299.




      4PNOOR 8418 10/30/2007 08:48:24 V06-5                          29    STATEMENT 5
WALTON FAMILY FOUNDATION, INC.                           13-3441466




FORM 990PF, PART I - TAXES


                                      REVENUE
                                         AND
                                      EXPENSES                         CHARITABLE
DESCRIPTION                           PER BOOKS                         PURPOSES


EXCISE TAX                                    775,000.
FRANCHISE TAX                                      25.                          25.
PROPERTY TAXES                                    573.                         573.

                        TOTALS                775,598.                         598.




      4PNOOR 8418 10/30/2007 08:48:24 V06-5                     30    STATEMENT 6
WALTON FAMILY FOUNDATION, INC.                           13-3441466




FORM 990PF, PART I - OTHER EXPENSES


                                          REVENUE
                                           AND
                                        EXPENSES                       CHARITABLE
DESCRIPTION                             PER BOOKS                       PURPOSES


SCHOLARSHIP COMMITTEE FEES                      6,250.                       6,250.

MISC. EXPENSES                                 2,278.                        2,278.

SUPPLIES                                      43,903.                       43,903.

TELEPHONE AND COMMUNICATIONS                  27,443.                       27,443.

POSTAGE AND EXPRESS MAIL                        2,651.                       2,651.

DUES AND SUBSCRIPTIONS                         10,782.                      10,782.

INSURANCE                                         100.                         100.

STORAGE                                         9,906.                       9,906.

WEBSITE SERVICES                               77,133.                      77,133.

                               TOTALS         180,446.                     180,446.




      4PNOOR 8418 10/30/2007 08:48:24 V06-5                     31    STATEMENT 7
WALTON FAMILY FOUNDATION, INC.                                   13-3441466



FORM 990PF, PART II - OTHER NOTES AND LOANS RECEIVABLE


BORROWER:                  AEG/SOUTHERN FINANCIAL PARTNERS
ORIGINAL AMOUNT:                1,500,000.
INTEREST RATE:               2.000000
DATE OF NOTE:              06/01/2001
MATURITY DATE:             10/01/2011
REPAYMENT TERMS:           PMTS OF $78,125 + INT BEG 10/01/03 UNTIL PAID OFF
SECURITY PROVIDED:         NONE
PURPOSE OF LOAN:           FUNDING OF SMALL BUSINESSES IN DELTA AREA
DESCRIPTION AND FMV        2,500,000 CASH
 OF CONSIDERATION:              2,500,000.

BEGINNING BALANCE DUE                                              1,718,750.


ENDING BALANCE DUE                                                 1,406,250.


ENDING FAIR MARKET VALUE                                           1,406,250.


BORROWER:                  PRESBYTERIAN CHURCH (U.S.A.)
ORIGINAL AMOUNT:                1,750,000.
INTEREST RATE:               2.810000
DATE OF NOTE:              01/25/2003
MATURITY DATE:             01/25/2006
REPAYMENT TERMS:           PAYMENT DUE IN FULL UPON MATURITY
SECURITY PROVIDED:         NONE
PURPOSE OF LOAN:           BUILD NEW CHURCHES AND RENOVATE EXISTING CHURCHES
DESCRIPTION AND FMV        1,750,000 CASH
 OF CONSIDERATION:              1,750,000.

BEGINNING BALANCE DUE                                              2,317,840.


BORROWER:                  PRESBYTERIAN CHURCH (U.S.A.)
ORIGINAL AMOUNT:                1,750,000.
INTEREST RATE:               2.080000
DATE OF NOTE:              01/25/2005
MATURITY DATE:             01/25/2006
REPAYMENT TERMS:           PAYMENT DUE IN FULL UPON MATURITY
SECURITY PROVIDED:         NONE
PURPOSE OF LOAN:           BUILD NEW CHURCHES AND RENOVATE EXISTING CHURCHES
DESCRIPTION AND FMV        1,750,000 CASH
 OF CONSIDERATION:              1,750,000.

BEGINNING BALANCE DUE                                              2,289,599.




                                                                 STATEMENT 8

      4PNOOR 8418 10/30/2007 08:48:24 V06-5                             32
WALTON FAMILY FOUNDATION, INC.                                   13-3441466




BORROWER:                  LOCAL INITIATIVES SUPPORT CORPORATION
ORIGINAL AMOUNT:                10,000,000.
INTEREST RATE:                    NONE
DATE OF NOTE:              09/09/2003
MATURITY DATE:             12/31/2014
REPAYMENT TERMS:           1,000,000 DUE 12/31/10 AND YEARLY. TOTAL DUE 2014
SECURITY PROVIDED:         NONE
PURPOSE OF LOAN:           HELP FINANCE NEW EDUCATIONAL FACILITIES FUNDS
DESCRIPTION AND FMV        10,000,000 CASH
 OF CONSIDERATION:              10,000,000.

BEGINNING BALANCE DUE                                              4,000,000.


ENDING BALANCE DUE                                                 8,000,000.


ENDING FAIR MARKET VALUE                                           8,000,000.


BORROWER:                  BRIGHTER CHOICE FOUNDATION
ORIGINAL AMOUNT:                10,000,000.
INTEREST RATE:                    NONE
DATE OF NOTE:              05/04/2004
MATURITY DATE:             12/31/2014
REPAYMENT TERMS:           PRINCIPAL DUE 12/31/2014
SECURITY PROVIDED:         NONE
PURPOSE OF LOAN:           SUPPORT CONSTRUCTION FINANCING FOR CHARTER SCHOOLS
DESCRIPTION AND FMV        10,000,000 CASH
 OF CONSIDERATION:              10,000,000.

BEGINNING BALANCE DUE                                              2,552,131.


ENDING BALANCE DUE                                                 7,995,308.


ENDING FAIR MARKET VALUE                                           7,995,308.




                                                                 STATEMENT 9

     4PNOOR 8418 10/30/2007 08:48:24 V06-5                              33
WALTON FAMILY FOUNDATION, INC.                                   13-3441466




BORROWER:                  PACIFIC CHARTER SCHOOL DEVELOPMENT
ORIGINAL AMOUNT:                3,750,000.
INTEREST RATE:                   NONE
DATE OF NOTE:              01/31/2005
MATURITY DATE:             12/31/2014
REPAYMENT TERMS:           DUE AND PAYABLE 12/31/2014
SECURITY PROVIDED:         NONE
PURPOSE OF LOAN:           CONSTRUCTION OF CHARTER SCHOOL FACILITIES
DESCRIPTION AND FMV        3,750,000 CASH
 OF CONSIDERATION:              3,750,000.

BEGINNING BALANCE DUE                                              2,950,000.


ENDING BALANCE DUE                                                 3,750,000.


ENDING FAIR MARKET VALUE                                           3,750,000.


BORROWER:                  PRESBYTERIAN CHURCH (U.S.A.)
ORIGINAL AMOUNT:                4,635,948.
INTEREST RATE:               3.340000
DATE OF NOTE:              01/25/2006
MATURITY DATE:             01/25/2007
REPAYMENT TERMS:           PAYMENT DUE IN FULL UPON MATURITY
SECURITY PROVIDED:         NONE
PURPOSE OF LOAN:           BUILD NEW CHURCHES AND RENOVATE EXISTING CHURCHES
DESCRIPTION AND FMV        4,635,948 CASH
 OF CONSIDERATION:              4,635,948.


ENDING BALANCE DUE                                                 4,753,213.


ENDING FAIR MARKET VALUE                                           4,753,213.




                                                                 STATEMENT 10

     4PNOOR 8418 10/30/2007 08:48:24 V06-5                              34
  •
WALTON FAMILY FOUNDATION, INC.                                   13-3441466




BORROWER:                  COMMUNITY DEVELOPMENT CORPORATION
ORIGINAL AMOUNT:                  300,000.
DATE OF NOTE:              09/15/2005
MATURITY DATE:             05/31/2007
REPAYMENT TERMS:           FULL REPAYMENT DUE MAY 31, 2007
SECURITY PROVIDED:         NONE
PURPOSE OF LOAN:           PRE DEVELOPMENT EXPENSES FOR SENIOR HOUSING COOP
DESCRIPTION AND FMV        UP TO 300,000 CASH
 OF CONSIDERATION:                300,000.


ENDING BALANCE DUE                                                   208,000.


ENDING FAIR MARKET VALUE                                             208,000.


BORROWER:                  AEG/SOUTHERN FINANCIAL PARTENERS
ORIGINAL AMOUNT:                2,000,000.
INTEREST RATE:               2.000000
DATE OF NOTE:              01/22/2006
MATURITY DATE:             01/12/2016
REPAYMENT TERMS:           FULL REPAYMENT OF PRINCIPAL DUE ON 12/31/16
SECURITY PROVIDED:         NONE
PURPOSE OF LOAN:           FUNDING OF SMALL BUSINESSES IN THE DELTA AREA
DESCRIPTION AND FMV        2,000,000 CASH
 OF CONSIDERATION:              2,000,000.


ENDING BALANCE DUE                                                 2,000,000.


ENDING FAIR MARKET VALUE                                           2,000,000.



 TOTAL BEGINNING OTHER NOTES AND LOANS RECEIVABLE                 15,828,320.


TOTAL ENDING BOOK - OTHER NOTES AND LOANS RECEIVABLE              28,112,771.


TOTAL ENDING FMV - OTHER NOTES AND LOANS RECEIVABLE               28,112,771.




                                                                 STATEMENT 11

      4PNOOR 8418 10/30/2007 08:48:24 V06-5                             35
WALTON FAMILY FOUNDATION, INC.                      13-3441466
FORM 990PF, PART II - OTHER INVESTMENTS


                                                ENDING               ENDING
DESCRIPTION                                   BOOK VALUE               FMV


WALTON ENTERPRISES, LLC
   LIMITED LIABILITY CO. UNITS                 201,974,647.          630,127,596.
NORTHERN TRUST MANAGED FIXED
   INCOME ACCOUNT                              575,544,879.          578,866,766.


                         TOTALS                777,519,526.        1,208,994,362.




      4PNOOR 8418 10/25/2007 14:32:35 V06-5                   36              STATEMENT 12
WALTON FAMILY FOUNDATION, INC.                      13-3441466

FORM 990PF, PART II - OTHER ASSETS


                                                ENDING             ENDING
DESCRIPTION                                   BOOK VALUE             FMV

PROGRAM RELATED INVESTMENT-                      3,300,030.          3,300,030.
(SOUTHERN DEVELOPMENT BANK CO)
PROGRAM RELATED INVESTMENT-                        100,000.            100,000.
 (NEIGHBORHOOD BANCORP.)
ART WORK - HELD FOR                            137,245,308.        137,245,308.
  CHARITABLE USE

                         TOTALS                140,645,338.        140,645,338.




      4PNOOR 8418 10/30/2007 08:48:24 V06-5                   37            STATEMENT 13
s
    WALTON FAMILY FOUNDATION, INC.                                          13-3441466

    FORM 990PF, PART VII-A, LINE 10 - NEW SUBSTANTIAL CONTRIBUTORS

    NAME AND ADDRESS

    Trust created under agreement #1 dated January 17, 2003 between
    Helen R. Walton, as settlor, and S. Robson Walton, John T. Walton,
    Jim C. Walton, and Alice L. Walton, as trustees.
    P.O. Box 1860
    Bentonville, AR 72712


    Trust created under agreement #2 dated January 17, 2003 between
    Helen R. Walton, as settlor, and S. Robson Walton, John T. Walton,
    Jim C. Walton, and Alice L. Walton, as trustees.
    P.O. Box 1860
    Bentonville, AR 72712


    Trust created under agreement #3 dated January 17, 2003 between
    Helen R. Walton, as settlor, and S. Robson Walton, John T. Walton,
    Jim C. Walton, and Alice L. Walton, as trustees.
    P.O. Box 1860
    Bentonville, AR 72712


    Trust created under agreement #4 dated January 17, 2003 between
    Helen R. Walton, as settlor, and S. Robson Walton, John T. Walton,
    Jim C. Walton, and Alice L. Walton, as trustees.
    P.O. Box 1860
    Bentonville, AR 72712




                                                                         STATEMENT 14
                                                                                                   1
WALTON FAMILY FOUNDATION, INC.                                                        13-3441466

FORM 990PF, PART VIII - LIST OF OFFICERS, DIRECTORS, AND TRUSTEES

                                                                     CONTRIBUTIONS EXPENSE ACCT
                                TITLE AND TIME                       TO EMPLYOYEE   AND OTHER
   NAME AND ADDRESS          DEVOTED TO POSITION       COMPENSATION BENEFIT PLANS   ALLOWANCES

S. ROBSON WALTON             BOARD DIRECTOR                 NONE         NONE           NONE
P.O. BOX 2030                < 10 HOURS
BENTONVILLE, AR 72712

JIM C. WALTON                SEC/TREAS & BOARD DR           NONE         NONE           NONE
P.O. BOX 2030                < 10 HOURS
BENTONVILLE, AR 72712

ALICE L. WALTON              BOARD DIRECTOR                 NONE         NONE           NONE
P.O. BOX 2030                < 10 HOURS
BENTONVILLE, AR 72712

SAMUEL R. WALTON             BOARD DIRECTOR                 NONE         NONE           NONE
P.O. BOX 2030                < 10 HOURS
BENTONVILLE, AR 72712

CARRIE W. PENNER             BOARD DIRECTOR                 NONE         NONE           NONE
P.O. BOX 2030                < 10 HOURS
BENTONVILLE, AR 72712

BENJAMIN S. WALTON           BOARD DIRECTOR                 NONE         NONE           NONE
P.O. BOX 2030                < 10 HOURS
BENTONVILLE, AR 72712



                                                                                    STATEMENT 15
WALTON FAMILY FOUNDATION, INC.                                                                    13-3441466   1

FORM 990PF, PART VIII - LIST OF OFFICERS, DIRECTORS, AND TRUSTEES

                                                                            CONTRIBUTIONS       EXPENSE ACCT
                                TITLE AND TIME                              TO EMPLYOYEE        AND OTHER
   NAME AND ADDRESS          DEVOTED TO POSITION              COMPENSATION BENEFIT PLANS        ALLOWANCES

ALICE A. WALTON              BOARD DIRECTOR                      NONE                    NONE       NONE
P.O. BOX 2030                < 10 HOURS
BENTONVILLE, AR 72712

STEUART L. WALTON            BOARD DIRECTOR                      NONE                    NONE       NONE
P.O. BOX 2030                < 10 HOURS
BENTONVILLE, AR 72712

THOMAS L. WALTON             BOARD DIRECTOR                       NONE                   NONE       NONE
P.O. BOX 2030                < 10 HOURS
BENTONVILLE, AR 72712

WALTON ENTERPRISES, LLC                                   *     1,306,940                NONE       NONE
- MANAGEMENT SERVICES
P.O. BOX 1860
BENTONVILLE, AR 72712


                                                                1,306,940                NONE       NONE



                            * Reported as authorized under IRS Announcement 2001-33.
                              No individual listed above received compensation from
                              Walton Enterprises, LLC or any other source for services
                              to the Foundation


                                                                                                STATEMENT 16
WALTON FAMILY FOUNDATION, INC.                                   13-3441466

990%, PART VIII- COMPENSATION OF THE FIVE HIGHEST PAID PROFESSIONALS



NAME AND ADDRESS                               TYPE OF SERVICE     COMPENSATION



NCS PEARSON INC                            EVALUATION/CONSULT         982,885.
13036 COLLECTION CENTER DRIVE
CHICAGO, IL 60693

CALIFORNIA ENVIRONMENTAL ASSOCIATES        CONSULTING                 378,238.
423 WASHINGTON STREET, 3RD FLOOR
SAN FRANCISCO, CA 94111

HOOVER INSTITUTION                         EVALUATION/CONSULT         349,000.
STANFORD UNIVERSITY
STANFORD, CA 94305-6010

APPLE COMPUTER                             EVALUATION/CONSULT         338,739.
P.O. BOX 846095
DALLAS, TX 75284-6095

SCHOOL CHOICE SERVICES, INC.               CONSULTING                 212,738.
23920 VALENCIA BLVD, SUITE 200
VALENCIA, CA 91355

                          TOTAL COMPENSATION                        2,261,600.




                                                                 STATEMENT 17

      4PNOOR 8418                      V06-5                            41
WALTON FAMILY FOUNDATION, INC.                                   13-3441466

  s
FORM 990PF, PART XV - NAME, ADDRESS AND PHONE FOR APPLICATIONS



BRENDA DEAN
P.O. BOX 2030
BENTONVILLE, AR 72712
479/464-1570




                                                                 STATEMENT 18

      4PNOOR 8418 10/30/2007 08:48:24 V06-5                             42
WALTON FAMILY FOUNDATION, INC.                                 13-3441466

  %

990PF, PART XV - FORM AND CONTENTS OF SUBMITTED APPLICATIONS




CONTRIBUTIONS: WRITTEN REQUESTS ONLY
SCHOLARSHIPS: SEE ATTACHED SCHOLARSHIP APPLICATION




                                                               STATEMENT 19

      4PNOOR 8418 10/30/2007 08:48:24 V06-5                           43
     s
 WALTON FAMILY FOUNDATION                                                                 13-3441466
 ATTACHMENT TO FORM 990-PF                                                                Statement 20
                                                                                          1 of 16
 PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                              FOUNDATION
 NAMERELATIONSHIP                                               STATUS       PURPOSE               AMOUNT
A New Leaf                                                       Public      Chantable                     6,000
Academy at High Point                                            Public      Education                   230,000
Academy at the Farm                                              Public      Education                   106,652
Achievement First Crown Heights Charter School                   Public      Education                   230,000
Achievement First East New York Charter School                   Public      Education                   230,000
Ada City Schools Foundation, Inc                                 Public      Chantable                     2,500
Age to Age Foundation at Arkansas Tech                           Public      Chantable                     2,500
Albert Einstein Academy Charter Middle School                    Public      Education                   230.000
Albert Einstein Academy Charter School                           Public      Education                    88,550
Alliance for School Choice, Inc                                  Public      Education               2,247,095
Allied Arts Foundation                                           Public      Chantable                    10,000
Alzheimers Association - Tulsa                                   Public      Chantable                     2,000
Alzheimer's Association - Little Rock                            Public      Chantable                     5,000
Amencan Cancer Society - Oklahoma City                           Public      Chantable                     5,000
Amencan Cancer Society Inc - Stilwell                            Public      Chantable                     2,500
Amencan Civil Liberties Union Foundation Inc                     Public      Chantable                    10.000
Amencan Heart Association                                        Public      Chantable                     5,000
Amencan Indian Graduate Center                                   Public      Chantable                    15,000
Amencan Indian Public Charter School                             Public      Education                   230,000
American Red Cross (Wallingford)                                 Public      Chantable                     2,000
AMLA-St Martha's                                                 Public      Education                   350,000
Amon Carter Museum of Western Art                                Public      Charitable                  536,603
Anderson Elementary Academy                                      Public      Education                   150,000
Arapaho Charter High School                                      Public      Chantable                   173,932
ARC Group Homes                                                  Public      Chantable                     4,500
Anzona Kidney Foundation                                         Public      Chantable                    10,000
Anzona Science Center                                            Public      Chantable                    10,000
Arkansas Arts Center Foundation                                  Public      Chantable                     1,000
Arkansas Athletes Outreach                                       Public      Chantable                     5,000
Arkansas Bicycle Coalition                                       Public      Chantable                     8,000
Arkansas Black Hall of Fame Foundation                           Public      Chantable                    10,000
Arkansas Children's Hospital Foundation                          Public      Chantable                    10,000
Arkansas Community Foundation                                    Public      Chantable                    34,000
Arkansas Community Foundation                                    Public      Education                    50,000
Arkansas Department of Education                                    Public   Education                    37,000
Arkansas Governor's Mansion Association                             Public   Chantable                     1,000
Arkansas Nat'l Museum of Women in the Arts, Inc                     Public   Chantable                     3,000
Arkansas Policy Foundation                                          Public   Chantable                    10,000
Arkansas Rice Depot                                                 Public   Chantable                     2,500
Arkansas Special Olympics Inc                                       Public   Chantable                     1,000
Arkansas State Council on Economic Education                        Public   Chantable                    20,000
Arkansas Support Network                                            Public   Chantable                    10,000
Arkansas Tech University Foundation                                 Public   Chantable                     5,000
Arkansas Tennis Patrons Foundation                                  Public   Charitable                   10,000
Armed Services YMCA                                                 Public   Charitable                    2,500
Arroyo Paseo High School                                            Public   Education                    10,000
Arthur Academy                                                      Public   Education                    99,976
Arts Center of the Ozarks                                           Public   Charitable                    6,000
     s
 WALTON FAMILY FOUNDATION                                                              13-3441466
 ATTACHMENT TO FORM 990-PF                                                             Statement 20
                                                                                       2 of 16
 PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                              FOUNDATION
 NAMERELATIONSHIP                                               STATUS     PURPOSE              AMOUNT
Aspen Center for Environmental Studies                           Public    Chantable                   10,000
Association of Amencan Educators Foundation                      Public    Education                  450,000
Association of the United States Army                            Public    Chantable                   15,000
Atlanta Charter Middle School                                    Public    Education                  230,000
AVALON School                                                    Public    Education                   88,758
AXL Charter School                                               Public    Education                   20.000
Banning Lewis Ranch Academy                                      Public    Education                  230,000
Baptist Health Foundation                                        Public    Chantable                   10,000
Bamabas Foundation, Inc (Camp Bamabas)                           Public    Chantable                   10,000
Barry County Fire Chiefs Association                             Public    Chantable                    2,500
Bartlesville Chapter Red Cross                                   Public    Chantable                    4,000
Bartlesville Civic Ballet, Inc                                   Public    Chantable                    2,000
Bartlesville Community Center                                    Public    Chantable                    5,000
Bartlesville Regional United Way                                 Public    Chantable                    1,000
Bartolome de las Casas Charter School                            Public    Education                  230,000
Baxter County Community Resource Council                         Public    Chantable                    1,000
Baxter Regional Hospital Foundation                              Public    Chantable                   10,000
Beacon Community Project                                         Public    Chantable                    2,500
Bella Vista Histoncal Society                                    Public    Chantable                    1,000
Benjamin Banneker Charter Academy of Technology                  Public    Education                   90,000
Benton County Charter School Organization                        Public    Education                   20,000
Benton County Histoncal Society                                  Public    Chantable                     500
Benton County Single Parent Scholarship Fund                     Public    Chantable                  465,000
Benton County Sunshine School                                    Public    Chantable                   20,000
Benton Police Department                                         Public    Chantable                    5,000
Bentonville Child Care & Development Center                      Public    Chantable                  519,740
Bentonville High School                                          Public    Chantable                    1,000
Bentonville Library Foundation                                   Public    Chantable                    6,500
Bentonville Public Schools                                       Public    Chantable                  417,960
Bentonville Public Schools Foundation                            Public    Chantable                   10,000
Berryville Public Schools                                        Public    Chantable                    5,500
Bethlehem House Inc                                              Public    Chantable                    5.000
Big Brothers & Big Sisters of San Diego County, Inc              Public    Chantable                    1,500
Big Brothers Big Sisters of Amenca                               Public    Chantable                   25,000
Big Brothers Big Sisters of Oklahoma                             Public    Chantable                    5,000
Black Alliance for Educational Options                           Public    Education              1,297,300
Black Mesa Trust                                                 Public    Chantable                    5,000
Boone County Special Services                                    Public    Chantable                    5,000
Boy Scouts of Amenca Ozark Trails Council                        Public    Chantable                     500
Boy Scouts of America/Indian Nations Council, Inc                Public    Chantable                    7,000
Boy Scouts of Amenca/Westark Area Council                        Public    Chantable                   10,500
Boys & Girls Club of Norfork Area                                Public    Chantable                    2,000
Boys & Girls Club of Nowata, Inc                                 Public    Chantable                    2,500
Boys & Gels Club of Ottawa County                                Public    Chantable                    4.000
Boys & Girls Club of Pans, Inc                                   Public    Chantable                    3,000
Boys & Girls Club of Sequoyah County                             Public    Chantable                    2,500
Boys & Girls Club of Siloam Spnngs AR, Inc                       Public    Chantable                  73,250
Boys & Girls Club of Van Buren                                   Public    Chantable                    5,000
Boys & Girls Club of Wallingford                                 Public    Chantable                    2.000
    ■
WALTON FAMILY FOUNDATION                                                                                13-3441466
ATTACHMENT TO FORM 990-PF                                                                               Statement 20
                                                                                                        3 of 16
PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                      FOUNDATION
NAME                                                  RELATIONSHIP        STATUS           PURPOSE               AMOUNT
Boys & Girls Clubs of America                                              Public          Chantable                    25,000
Boys & Girls Clubs of Metrowest, Inc                                       Public          Chantable                     2,500
Boys and Girls Club of Benton County                                       Public          Charitable                   20,000
Boys and Girls Club of Faulkner County                                     Public          Chantable                     7,500
Boys and Girls Club of the Ozarks, Inc                                     Public          Chantable                     5,000

Bndges Community Charter                                                   Public          Education                    20.000
Bnghter Choice Foundation                                                  Public          Education                   643,098
Bronx Charter School for Excellence                                        Public          Education                    51,000
Broward Community Middle School                                            Public          Education                   230,000

Building Excellent Schools                                                 Public          Education               3.062,810
Bull Shoals Library Fnends, Inc                                            Public          Charitable                    2,000
Bush Clinton Katnna Fund                                                   Public          Chantable               8.000,000
Cabot Scholarship Foundation, Inc                                          Public          Chantable                     3,500
California Charter Schools Association                                     Public          Education               1,450,000
Camp War Eagle, Inc                                                  Exp. Responsibility   Chantable               5,962,000
Campanile Foundation                                                       Public          Chantable                    25,000

Caney Valley Histoncal Society                                             Public          Chantable                     8,000

Capital Research Center                                                    Public          Chantable                     1,000

Careity Foundation                                                         Public          Charitable                   25,000
Carl Albert State College Development Foundation                           Public          Charitable                    2,500
Carlos Fuentes Charter School                                              Public          Education                   230,000
Carthage R-9 School Foundation                                             Public          Charitable                    3,500
CASA - Court Appointed Special Advocates                                   Public          Charitable                   10,000
Catalyst Charter School - Howland Campus                                   Public          Education                   230,000
Catholic Social Services, Diocese of Little Rock                           Public          Chantable                    98,000

Cato Institute                                                             Public          Charitable                    3,000

Celerity Educational Group                                                 Public          Education                    10,000

Center for Education Reform                                                Public          Education                   631.027

Center for Nonprofits                                                      Public          Charitable                   10,000

Centers for Youth & Families                                               Public          Charitable                    7,500

Cerebral Palsy of Tn-County, Inc                                           Public          Charitable                    5,000

Cesar Chavez Academy                                                       Public          Education                   230,000
Chagdud Lhundrub Ling aka Iron Knot Ranch                                  Public          Chantable                     1,000

Challenge Foundation Academy                                               Public          Education                   230,000

Charter Fund, Inc                                                    Exp Responsibility    Education               5.146,474

Charter School Policy Institute                                            Public          Education                   245,540

Cherokee Nation                                                            Public          Chantable                     3,000
Cheyenne Mountain Charter Academy                                          Public          Education                   230.000
Chicago International Charter School                                       Public          Education                   360,000
Chicago International Charter School - Basil Campus                        Public          Education                    90,000

Chicago International Charter School (CIC,S)                               Public          Education                   230,000

Chickasha Community Theatre                                                Public          Charitable                    2,500

Chickasha Public Schools                                                   Public          Chantable                     2,500
Child Welfare Advisory Committee of Chnstian County                        Public          Education                     3,500

Children's Center, Inc                                                     Public          Chantable                     5,000

Children's Discovery Museum of San Jose                                    Public          Chantable                     1,000

Children's Educational Opportunity Foundation                              Public          Charitable              4,844,132
   ■
 WALTON FAMILY FOUNDATION                                                                          13-3441466
 ATTACHMENT TO FORM 990-PF                                                                         Statement 20
                                                                                                   4 of 16
 PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                  FOUNDATION
 NAME                                            RELATIONSHIP        STATUS           PURPOSE               AMOUNT
Children's Ennchment Program                                          Public          Education                    10,000
Children's Health Council                                             Public          Chantable                     1,000
Children's Health Environmental Coalition, Inc                        Public          Chantable                     1,000
Children's Safety Center, Inc                                         Public          Chantable                     2,000
Children's Scholarship Fund                                           Public          Education              13,862,000
Chisholm Trail Arts Council, Inc                                      Public          Chantable                     2,500
Choate Rosemary Hall Foundation, Inc                                  Public          Chantable                    90,000
Chnstian County Family Cnsis Center                                   Public          Chantable                     3,500
Christmas in July                                                     Public          Chantable                     5,000
Chula Vista Elementary School Distnct                                 Public          Chantable                   144,560
Church of the Pioneers Foundation                                     Public          Chantable                    15,000
Circle of Life                                                        Public          Charitable                    1,000
City Arts Academy                                                     Public          Education                   230,000
City Collegiate Public Charter School                                 Public          Education                   187,500
City of Elkins                                                        Public          Chantable                     1,500
City of Eufaula                                                       Public          Chantable                     1,850
City of Fort Smith                                                    Public          Charitable                    5,000
City of Gravette                                                      Public          Chantable                     3,750
City of Lamar                                                         Public          Chantable                     3,500
City of Lincoln                                                       Public          Chantable                     8,000
City of Lowell                                                        Public          Charitable                    4,300
City of Malvem                                                        Public          Charitable                   75,000
City of Neosho                                                        Public          Chantable                    10,000
City of Noel                                                          Public          Chantable                     3,000
City of Nowata                                                        Public          Chantable                     5,000
City of Pea Ridge                                                     Public          Chantable                     1,800
City of Rogers                                                        Public          Chantable                     2,500
City of Wagoner                                                       Public          Chantable                     2,400
Civitan Center                                                        Public          Charitable                    5,000
Claremore Public Schools Foundation                                   Public          Chantable                     5,000
Cleveland County Chnstmas Store, Inc                                  Public          Chantable                     5,000
College of the Ozarks                                                 Public          Charitable                   25,000
College of Wooster                                                    Public          Chantable                    20,000
College Preparatory Academy                                     Exp. Responsibility   Education                    20,000
College Ready Academy High School #4                                  Public          Education                   230,000
College Ready Academy High School #5                                  Public          Education                   230,000
College Ready Academy High School #6                                  Public          Education                   230,000
College Ready Middle School #2                                        Public          Education                   230,000
Collinsville Downtown, Inc                                            Public          Chantable                     4,000
Colorado League of Charter Schools                                    Public          Education                   639,800
Colorado Spnngs Early Colleges                                        Public          Education                    10,000
Colorado State University Foundation                                  Public          Chantable                   200,000
Columbia College                                                      Public          Chantable                    10,000
Columbia Public Schools                                               Public          Chantable                     2,000
Columbus County Cnsis Center                                          Public          Education                    20,000
Community Challenge Charter School                                    Public          Education                   141,770
Community Cnsis Center, Inc                                           Public          Chantable                     2,000
Community Development Corporation                                     Public          Chantable                     5,500
   s
WALTON FAMILY FOUNDATION                                                                                      13-3441466
ATTACHMENT TO FORM 990-PF                                                                                     Statement 20
                                                                                                              5 of 16
 PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                             FOUNDATION
 NAME                                                       RELATIONSHIP        STATUS           PURPOSE               AMOUNT
Community Foundation of Jackson Hole                                             Public          Chantable                    72,000
Community of Chnst Church                                                        Public          Chantable                    10,000
Community Services Cleanng House                                                 Public          Chantable                     2,500
Concept Schools - Honzon Science Academy                                         Public          Education                   460,000
Concept Schools - Noble Academy                                                  Public          Education                   230,000
Concept Schools - Noble Academy Columbus                                         Public          Education                   230,000
Connors Development Foundation, Inc                                              Public          Chantable                     3,000
Conservation International Foundation                                            Public          Chantable               8.915,911
Constellation Schools - Detroit Shoreway Community School                        Public          Education                   230,000
Constellation Schools - Old Brooklyn                                             Public          Education                   230,000
Constellation Schools - Westpark Comm Middle School                              Public          Education                   230,000
Conway County Center for Exceptional Children                                    Public          Chantable                     2,000
Conway County Chnstian Clinic                                                    Public          Chantable                     2,000
Conway County Single Parent Scholarship Fund                                     Public          Chantable                     2,000
Conway Interfaith Clinic                                                         Public          Chantable                     5,000
Cookson Hills Chnstian Ministnes                                                 Public          Chantable                    40,000
Cotter School Distnct                                                            Public          Chantable                     2,000
Court Appointed Special Advocates Garland County                                 Public          Chantable                     5,000
Court Designated Child Advocates, Inc                                            Public          Chantable                     5,000
Covenant House (Covenant Ministnes, Inc )                                        Public          Chantable                     2,500
Covenant Keepers Academy for College Bound Students                              Public          Education                    20,000
CP Colorado Charter School                                                       Public          Education                   230,000
Craig County Community Improvement Asociation                                    Public          Chantable                     2,500
Credit Counseling of Arkansas, Inc                                               Public          Chantable                    43,940
Cnsis Center for Women                                                           Public          Chantable                     5,800
Crosslines of McDonald County, Inc                                               Public          Chantable                     3,000
Crystal Bndges - Museum of Arnencan Art, Inc                               Exp. Responsibility   Chantable               10,000,000
Dayspnng Elementary Charter School                                         Exp Responsibility    Education                    10.000
DC Public Charter School Association Inc                                         Public          Education                   300,000
Decision Point, Inc                                                              Public          Chantable                    30.000
Denver Collegiate Academy                                                        Public          Education                    10.000
Denver School of Science and Technology                                          Public          Education                   120,000
Dewar Public School Foundation                                                   Public          Chantable                     2,000
Docservices, Inc                                                                 Public          Charitable                    3,500
Downtown Academy of Arts and Technology                                          Public          Education                   230,000
Downtown Partnership                                                             Public          Chantable                     5,000
Dreamland Academy of Communication and Performing Arts                     Exp Responsibility    Education                    20,000
Duncan Little Theatre                                                            Public          Chantable                     2,500
Duncan Public Schools Foundation                                                 Public          Chantable                     2,500
Duncan Regional Hospital Health Foundation                                       Public          Chantable                     5,000
Eagle Family Ministnes, Inc                                                      Public          Chantable                    10,000
Eagles Nest Elementary Charter School                                            Public          Education                   230,000
Eagles Nest Middle Charter School                                                Public          Education                   230,000
East Bay Conservation Corps (EBCC)                                               Public          Education                    10.000
East Central University Foundation, Inc                                          Public          Chantable                     5,000
East Palo Alto Academy - Elementary School                                       Public          Chantable                   230,000
East Palo Alto Secondary                                                         Public          Education                   350,000
Easter Seals Arkansas                                                            Public          Chantable                     5,000
Ecology Project International                                                    Public          Chantable                   125,000
   s
 WALTON FAMILY FOUNDATION                                                                          13-3441466
 ATTACHMENT TO FORM 990-PF                                                                         Statement 20
                                                                                                   6 of 16
 PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                         FOUNDATION
 NAME                                                     RELATIONSHIP     STATUS     PURPOSE               AMOUNT
Economic Opportunity Agency of Washington County, Inc                       Public    Chantable                     2,500
Edgewood Center for Children and Families                                   Public    Chantable                     1,000
Edmond Public Schools Foundation                                            Public    Chantable                     5,000
Education for Change Upper Elementary                                       Public    Education                   230,000
Elementary Institute of Science                                             Public    Chantable                    78,500
Elm City College Preparatory School                                         Public    Education                   230,000
Elom International Academy                                                  Public    Education                   230,000
Environmental Defense                                                       Public    Chantable               3,547,863
Eureka Spnngs Public Schools                                                Public    Chantable                     3.000
Evergreen State College Foundation                                          Public    Chantable                    10,000
Excel Charter Academy                                                       Public    Education                   230.000
Excellent Education for Everyone, Inc                                       Public    Education                   400,000
Exploratonum                                                                Public    Charitable                    1.000
Fair Acres Family YMCA                                                      Public    Chantable                     3,500
Family Health Centers of San Diego, Inc                                     Public    Chantable                    27,000
Farmington Public Schools                                                   Public    Chantable                    10.000
Fay School                                                                  Public    Chantable               1.260,000
Fayetteville Community Foundation                                           Public    Chantable                    15,000
Fayetteville Public Education Foundation. Inc                               Public    Chantable                   306,250
Fellowship Bible Church                                                     Public    Chantable                     4,500
Fellowship of Chnstian Athletes                                             Public    Chantable                     7,000
Fight for Children, Inc                                                     Public    Education                    50,000
Firehouse Hostel and Museum                                                 Public    Chantable                     5,000
First Tee of Arkansas                                                       Public    Chantable                     7,000
First United Methodist Church                                               Public    Chantable                     2.500
Flippin High School                                                         Public    Chantable                     2.000
Florence Cnttenton Home                                                     Public    Chantable                    15.000
Floresta USA, Inc                                                           Public    Chantable                     5,000
Flonda A & M University Foundation                                          Public    Charitable                    1,000
Flonda Association of Scholarship Funding Organizations                     Public    Education                   492,940
Flonda Consortium of Charter Schools                                        Public    Education               1,200,000
Fondo Mexicana pars la Conservacion                                         Public    Chantable               1,074,243
Forrester-Davis Development Center, Inc                                     Public    Chantable                     3,500
Fort Smith Art Center                                                       Public    Chantable                     3,500
Fort Smith Chamber Economic Development Foundation, Inc                     Public    Chantable                    31,250
Fort Smith Frontier Fest                                                    Public    Chantable                     1.000
Fort Smith Public Schools                                                   Public    Chantable                    10,000
Foundation Center                                                           Public    Chantable                     5,000
Foundation for the Mid South                                                Public    Chantable               1,178,022
Four Corners School of Outdoor Education, Inc                               Public    Chantable                    50.000
Fredenck Douglass High School                                               Public    Education                   230,000
Frednck Douglass Charter Academy (Middle School)                            Public    Education                   230.000
Free Medical Clinic of Mayes County, Inc                                    Public    Chantable                     2,000
Freedom House                                                               Public    Chantable                     5,000
Freeman Foundation                                                          Public    Chantable                     5,000
Fnends of Explore Charter School                                            Public    Education                   46,265
Fnends of Humphrey School                                                   Public    Education                    20.000
Fnends of Marolt Park                                                       Public    Chantable                     1,000
Fnends of the Chula Vista Nature Center                                     Public    Chantable                     5,000
    ■
 WALTON FAMILY FOUNDATION                                                                               13-3441466
 ATTACHMENT TO FORM 990-PF                                                                              Statement 20
                                                                                                        7 of 16
 PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                       FOUNDATION
 NAME                                                 RELATIONSHIP        STATUS           PURPOSE               AMOUNT
 Fnends of the Eufaula Memonal Library, Inc                                Public          Chantable                     7,150
 Fnends of the Library                                                     Public          Chantable                     2,500
 Fnends of the Palo Alto Junior Museum and Zoo                             Public          Chantable                     1,000
 Fnends of the Peace Parks, Inc                                            Public          Chantable               1,000,000
 Fnendship Southeast Elementary                                            Public          Education                   230,000
 Fuller Theological Seminary                                               Public          Chantable                     5,000
Fun in the Son Ministnes                                                   Public          Chantable                     5,000
Galapagos Charter School                                                   Public          Education                   180,000
Gentry Elementary School                                                   Public          Chantable                     2,500
Georgetown University                                                      Public          Chantable                    85,000
Georgia Charter Schools Association Inc                                    Public          Education                   150,000
Gideons International                                                      Public          Chantable                    11,000
Girl Scouts San Diego Impenal Council, Inc                                 Public          Chantable                    20,000
Girl's Incorporated of Fort Smith                                          Public          Chantable                     2,500
Global Education Academy                                                   Public          Education                   230,000
Global Explorers                                                           Public          Chantable                   100,000
Global Village Academy                                                     Public          Education                   230,000
Governor Dummer Academy                                                    Public          Chantable                    35,000
Grady County Family YMCA Inc                                               Public          Chantable                     2,500
Grand Canyon River Guides                                                  Public          Charitable                    7,500
Grand Canyon Youth                                                         Public          Chantable                   152,450
Grayson County Shelter                                                     Public          Chantable                     6,000
Great Hearts Academies                                                     Public          Education                   411,500
Great River Academic Center for Excellence                                 Public          Education                    20,000
Greater Marlborough Food Pantry                                            Public          Chantable                     2,500
GreatSchools net Inc                                                       Public          Education                   421,121
Green Country Free Clinic                                                  Public          Chantable                     5,000
Green Forest Public Schools                                                Public          Chantable                     1,000
Grove General Hospital Foundation                                          Public          Chantable                     5,000
Haas Hall Academy                                                          Public          Education                   100,000
Habitat for Humanity International, Inc                                    Public          Chantable                    15,000
Habitat for Humanity of Benton County, Inc                                 Public          Chantable                     5,000
Happy Hill Farm Children's Home                                            Public          Chantable                    20,000
Harding University                                                         Public          Chantable              11,625,000
Harlem Success Charter School                                              Public          Education                   230,000
Harmon Arts Middle Academy                                           Exp. Responsibility   Education                    20,000
Harvard College                                                            Public          Education                   500,000
Health Sciences High and Middle College                                    Public          Education                    10,000
Healthy Connections, Inc                                                   Public          Chantable                     2,500
Heartland Institute                                                        Public          Education                    90,000
Helping Hand Learning Center                                               Public          Education                    20,000
Hendnx College Charter School                                        Exp. Responsibility   Education                    20,000
Henryetta Histoncal Society                                                Public          Chantable                     1,500
Hentage Foundation                                                         Public          Chantable                     5,000
Herron High School                                                         Public          Education                   180,000
Hiawatha Leadership Academy                                                Public          Education                   250,000
High Country News                                                          Public          Chantable                     5,000
Hispanic Council for Reform and Educational Options                        Public          Education                   750,000
    ■
 WALTON FAMILY FOUNDATION                                                                               13-3441466
 ATTACHMENT TO FORM 990-PF                                                                              Statement 20
                                                                                                        8 of 16
 PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                       FOUNDATION
 NAME                                                 RELATIONSHIP        STATUS           PURPOSE               AMOUNT
 Histonc Preservation Alliance of Arkansas, Inc                            Public          Chantable                     2,000
 Home Hospice of Grayson County                                            Public          Chantable                     2,000
Hoover Institution, Stanford University                                    Public          Education                   927,338
Hope, Inc                                                                  Public          Chantable                    10,000
Hopi Foundation                                                            Public          Chantable                     2,500
Hopi Tnbe                                                                  Public          Chantable                     2,500
Horses for Healing                                                         Public          Chantable                    13,000
Hospice of Southwest Oklahoma Foundation Inc                               Public          Chantable                     7,500
Hot Spnngs Documentary Film Institute                                      Public          Chantable                     5,000
Hot Spnngs Soccer Association                                              Public          Chantable                     5,000
Illinois Network of Charter Schools                                        Public          Education                   200,000
Imagine Schools - Camelback Campus                                         Public          Education                   230,000
Imagine Schools - Desert West Campus                                       Public          Education                   230,000
Immaculate Conception School                                               Public          Chantable                     3,200
Impact Oklahoma, Inc                                                       Public          Chantable                     7,500
Independent College Fund of Arkansas                                       Public          Education                    12,000
Infant Cnsis Services                                                      Public          Chantable                     5,000
Ingenium Charter School                                              Exp. Responsibility   Education                    10,000
Institute for Humane Studies                                               Public          Charitable                   40,000
Institute For Justice                                                      Public          Education                   400,000
International Community Foundation                                         Public          Chantable               1,181,070
International Mountain Bicycling Association                               Public          Chantable                     5,000
International Rivers Network                                               Public          Chantable                     5,000
Intown Academy                                                       Exp. Responsibility   Education                    10,000
Jackson Hole Land Trust                                                    Public          Chantable                   200,000
Jacksonville Senior Center, Inc                                            Public          Chantable                     3,500
Jane Phillips Medical Center                                               Public          Chantable                     8,000
Jay Emergency Services Auxiliary, Inc                                      Public          Chantable                     8,500
Jay Public Schools Educational Foundation, Inc                             Public          Chantable                     2,500
Jay Summer Sports Association                                              Public          Chantable                     1,500
Jim Riley Outreach, Inc                                                    Public          Chantable                     5,000
John Brown University                                                      Public          Chantable              11,746,000
Johns Hopkins University                                                   Public          Chantable                   201,000
Johnson C Smith Theological Seminary                                       Public          Chantable                     5,000
Jones Center for Families Inc                                              Public          Chantable                   175,000
Joplin Business & lndustnal Development Corporation                        Public          Chantable                     5,000
Joplin Family Y                                                            Public          Chantable                     5,000
Juneteenth Planning Commission, Inc                                        Public          Chantable                     1,000
Junior Achievement of Arkansas                                             Public          Chantable                    60,000
Junior Space Exploration Academy                                           Public          Education                   230,000
K Life Ministnes                                                           Public          Chantable                     5,000
King Chavez Discipline Arts Academy                                  Exp. Responsibility   Education                    20,000
King Chavez Fine Arts Academy                                        Exp. Responsibility   Education                    20,000
King Chavez Hombres Nobles Academy                                   Exp. Responsibility   Education                    20,000
King Chavez Literacy Academy                                         Exp. Responsibility   Education                    20,000
King Chavez Preparatory Academy                                            Public          Education                   230,000
KIPP Foundation                                                            Public          Education               8,539,450
KQED, Inc                                                                  Public          Chantable                      500
    s
WALTON FAMILY FOUNDATION                                                                                    13-3441466
ATTACHMENT TO FORM 990-PF                                                                                   Statement 20
                                                                                                            9 of 16
 PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                           FOUNDATION
 NAME                                                     RELATIONSHIP        STATUS           PURPOSE               AMOUNT
KUED 7 Public Television - University of Utah                                  Public          Chantable                     1,000
Lake Area United Way, Inc                                                      Public          Chantable                     3,000
Lakota Fund                                                                    Public          Chantable                     5,000
Land Legacy                                                                    Public          Chantable                     5,000
Last Frontier Council, Boy Scouts of Amenca                                    Public          Chantable                     1,000
Laura Jeffrey Academy                                                          Public          Education                   230,000
Lawton-Fort Sill Habitat for Humanity                                          Public          Chantable                     5,000
Leadership Preparatory Charter School                                          Public          Education                   230,000
Leadership Public Schools - Campbell                                           Public          Education                   230,000
Learning for Life Academy                                                      Public          Education                    20,000
Leland Stanford Junior University                                              Public          Chantable                   500,000
Lendonwood Gardens                                                             Public          Charitable                    2,500
Liberty Wildlife Rehabilitation Foundation Inc                           Exp Responsibility    Chantable                     5,000
Lighthouse Academies                                                           Public          Education               1,150,000
Lighthouse Preparatory Academy                                           Exp. Responsibility   Education                    20,000
Lincoln Academy Middle School                                                  Public          Education                   230,000
Lincoln Elementary School                                                      Public          Chantable                     7,000
Lions World Services for the Blind                                             Public          Chantable                    10,000
Literacy Council of Lonoke County                                              Public          Chantable                     2,500
Little Rock Public Education Foundation Inc                                    Public          Education                   200,000
Little Rock Rotary Foundation                                                  Public          Chantable                     5,000
Loaves & Fishes Food Bank of the Ozarks, Inc                                   Public          Chantable                     1,500
Local Initiatives Support Corporation (LISC)                                   Public          Education               1,750,000
Lonoke County Safe Haven                                                       Public          Chantable                     3,000
Los Angeles Design High School                                                 Public          Education                    20,000
Los Califomios Hentage Association                                             Public          Chantable                    10,000
Lotus School for Excellence                                                    Public          Education                   230,000
Lucile Packard Foundation for Children's Health                                Public          Chantable                     1,000
Madison Community Foundation                                                   Public          Chantable                    57,000
Main Street Bentonville                                                        Public          Chantable                    24,500
MAPSA - Michigan Association of Public School Academies                        Public          Education                   619,250
March of Dimes Birth Defects Foundation                                        Public          Charitable                   10,000
Manna Stewardship Council Limited                                              Public          Chantable               1,835,000
Manon County Single Parent Scholarship Fund, Inc                               Public          Chantable                     1,500
Mantime Museum Association of San Diego                                        Public          Chantable                     1,500
Marlborough Hospital                                                           Public          Chantable                     2,500
Marquette University                                                           Public          Education                   225,000
Martin Luther King Elementary School                                           Public          Chantable                     2,500
Mary Abbott Children's House, Inc                                              Public          Chantable                     5,000
Math and Science School                                                        Public          Education                   230,000
Maya Angelou Public Charter School                                             Public          Education                   230,000
Mayo Clinic Arizona                                                            Public          Chantable                   100,000
McAlester Rotary Foundation                                                    Public          Chantable                     7,500
McCune Brooks Health Care Foundation, Inc                                      Public          Chantable                     3,000
McDonald County Community Development Council, Inc                             Public          Chantable                     3,000
Mercy Regional Health Foundation                                               Public          Chantable                     5,000
Merlin Foundation                                                              Public          Chantable                     5,000
Metropolitan Area Advisory Committee                                           Public          Chantable                   150,000
Miami Chamber of Commerce Arts and Humanitites Council                         Public          Chantable                     2,500
    ■
WALTON FAMILY FOUNDATION                                                                             13-3441466
ATTACHMENT TO FORM 990-PF                                                                            Statement 20
                                                                                                     10 of 16
PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                           FOUNDATION
NAME                                                        RELATIONSHIP     STATUS     PURPOSE               AMOUNT
Mid Delta Community Consortium - Carver Project                               Public    Education                     20,000
Mid Peninsula Regional Open Space Distnct                                     Public    Chantable                      5,000
Milton & Rose D Friedman Foundation                                           Public    Education                    105,000
Mingei International Museum                                                   Public    Chantable                      1,500
Mississippi State University                                                  Public    Charitable                   172,537
Missoun Southern Foundation                                                   Public    Chantable                      2,500
Missoun Southern International Piano Competition                              Public    Chantable                      2,500
Missouri State University                                                     Public    Chantable                      2,000
Modern Art Museum of Fort Worth                                               Public    Chantable                     50,000
Monsenor Romero Charter School                                                Public    Education                     30,000
Moore Norman Tecnology Center Foundation, Inc                                 Public    Chantable                      2,500
Mother to Mother Ministry of Northwest Arkansas                               Public    Chantable                      2,000
Mountain Home High School                                                     Public    Charitable                     2,500
Murie Center                                                                  Public    Chantable                     10,000
Muscular Dystrophy Association                                                Public    Chantable                      7,000
Museum of Northern Anzona, Inc                                                Public    Chantable                     10,000
Namaste Charter School                                                        Public    Education                    179,092
National Alliance for Public Charter Schools                                  Public    Education                     50,000
National Association of Charter School Authonzers (NACSA)                     Public    Education                    712,350
National City Public Library                                                  Public    Chantable                      7,500
National Conference for Community & Justice                                   Public    Chantable                     30,000
National Council of La Raza - NCLR                                            Public    Education                    580,000
National Council on Economic Education                                        Public    Chantable                     20,000
National Cowgirl Museum & Hall of Fame                                        Public    Chantable                     50,000
National Cutting Horse Association Chanties Found                             Public    Chantable                    105,000
National Gallery of Art                                                       Public    Chantable                    100,000
National Museum of Women in the Arts, Inc                                     Public    Charitable                    35,000
Nat'l Right to Work Legal Defense & Education Foundation                      Public    Chantable                     25,000
National Tax Limitation Foundation                                            Public    Chantable                      1,000
Native Seeds SEARCH                                                           Public    Chantable                       1,000
Nature Conservancy - Anzona                                                   Public    Chantable                     35,000
Nature Conservancy of Texas, Inc                                              Public    Charitable                    25,000
Nature Conservancy, Inc - Arkansas                                            Public    Chantable                     12,000
Nature Conservancy, Inc - California                                          Public    Chantable                        500
Natureworks                                                                   Public    Chantable                      2,500
New American Schools - Amencan Institutes for Research                        Public    Chantable                    145,000
New Haven Home, Inc                                                           Public    Chantable                    157,000
New Heights Charter School                                                    Public    Education                    230,000
New Heights Chnstian School                                                   Public    Chantable                     11,000
New Leaders for New Schools                                                   Public    Education                   1,298,085
New Life Ranch                                                                Public    Chantable                     47,000
New Mexico Coalition for Charter Schools                                      Public    Education                    370,000
New Salem Charter School                                                      Public    Education                    230,000
New Vision Charter School                                                     Public    Education                    230,000
New York Charter Schools Association                                          Public    Education                    435,000
NewSchools Venture Fund                                                      PUblIC     Education                    750,000
Nia Community Public Charter School                                          Public     Education                    230,000
NOARK Girl Scout Council, Inc                                                Public     Chantable                     30,500
   s
WALTON FAMILY FOUNDATION                                                                                               13-3441466
ATTACHMENT TO FORM 990-PF                                                                                              Statement 20
                                                                                                                       11 of 16
PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                                      FOUNDATION
NAME                                                                 RELATIONSHIP        STATUS           PURPOSE               AMOUNT
Noble Street Charter School - Cortland High School Campus                                 Public          Education                   230,000
Noble Street Charter School - Ohio St High School Campus                                  Public          Education                   230,000
Noel Youth Center, Inc                                                                    Public          Charitable                    1,000
Norman Firehouse Art Center                                                               Public          Charitable                    2,500
Norman Park Foundation, Inc                                                               Public          Charitable                    5,000
Norman Public School Foundation, Inc                                                      Public          Charitable                    5,000
North Albuquerque Co-Op Community Charter                                                 Public          Education                   230,000
North Arkansas College Foundation, Inc                                                    Public          Charitable                    4,000
North Arkansas Medical Foundation                                                         Public          Chantable                    10,000
North Arkansas Symphony Orchestra                                                         Public          Charitable                   61,000
North Star Academy                                                                        Public          Education                   230,000
Northeast Benton County Volunteer Fire Department, Inc                                    Public          Charitable                     400
Northeastern State University Foundation, Inc                                             Public          Chantable                     3,000
Northern Anzona University Foundation                                                     Public          Chantable                     1,000
Northern Colorado Academy of Arts & Knowledge                                             Public          Education                   230,000
Northland Family Help Center                                                              Public          Charitable                    5,000
Northwest Arkansas Community College Foundation, Inc                                      Public          Charitable                   92,227
Northwest Arkansas Community Foundation                                                   Public          Charitable                  125,000
Northwest Arkansas Cnsis Intervention Center                                              Public          Chantable                     5,000
Northwest Arkansas Economic Development District, Inc                                     Public          Chantable                     1,500
Northwest Arkansas Museum Foundation Inc                                                  Public          Charitable                  162,650
NW Arkansas Resource Conservation & Dev Council Inc                                       Public          Chantable                    14,000
Northwest Evaluation Association                                                          Public          Education                    79,254
Not My Kid, Inc                                                                           Public          Charitable                   15,000
Nova Classical Academy                                                                    Public          Education                   150,000
Nutmeg Big Brothers Big Sisters                                                           Public          Charitable                    3,000
Oakland Aviation High School                                                              Public          Education                   230,000
Oakland Charter Academy                                                             Exp. Responsibility   Education                    20,000
Oakland Design Sciences High School                                                 Exp. Responsibility   Education                    20,000
Oakland Health Science Academy                                                      Exp Responsibility    Education                    10,000
Oakland School for the Arts                                                               Public          Charitable                   15,000
Ocean Conservancy                                                                         Public          Charitable              1,000,000
Odyssey Charter School                                                                    Public          Education                    78,800
OK Mozart Inc                                                                             Public          Charitable                    4,500
Oklahoma Centennial Commemoration Fund                                                    Public          Charitable                   20,000
Oklahoma Hentage Association, Inc                                                         Public          Charitable                    5,000
Oklahoma Partnership for School Readiness Foundation, Inc                                 Public          Charitable                    5,000
Okmulgee County Family Y                                                                  Public          Charitable                    1,500
Okmulgee Main Street, Inc                                                                 Public          Charitable                    4,000
Old Jail Art Center                                                                       Public          Charitable                   20,000
open Arms Jhelter - Lonoice County I ask I-orce on Child Abuse and
Neglect Inc                                                                               Public          Charitable                    5,000
Operation One Voice                                                                       Public          Charitable                   20,000
Optimist International Foundation                                                         Public          Charitable                    2,500
Oral Roberts University                                                                   Public          Charitable                    5,000
Our World Neighborhood Charter School                                                     Public          Education                    50,000
Outreach International                                                                    Public          Charitable                    5,000
Owasso Community Resources                                                                Public          Charitable                    5,000
Owasso Public Schools                                                                     Public          Charitable                    1,334
Ozark Center                                                                              Public          Charitable                    5,000
    %
WALTON FAMILY FOUNDATION                                                                              13-3441466
ATTACHMENT TO FORM 990-PF                                                                             Statement 20
                                                                                                      12 of 16
PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                      FOUNDATION
NAME                                                 RELATIONSHIP        STATUS           PURPOSE              AMOUNT
Ozark Greenways, Inc                                                      Public          Chantable                    3,000
Ozark Humane Society                                                      Public          Chantable                    3,000
Ozark Natural Science Center, Inc                                         Public          Chantable                    5,000
Ozark Society Foundation                                                  Public          Chantable                   17,000
Ozarks Food Harvest                                                       Public          Chantable                    2,500
P L Perkins Math, Science and Technology Academy                    Exp. Responsibility   Education                   10,000
Pacific Charter School Development, Inc                                   Public          Education                  600,000
Pacific Research Institute for Public Policy                              Public          Chantable                   35,000
Palo Pinto Challenge, Inc                                                 Public          Chantable                    5,000
Paragon Academy of Technology                                             Public          Education                  230,000
Paragon Elementary Charter School                                         Public          Education                  230,000
Parent Institute for Quality Education, Inc                               Public          Chantable                  200,000
Pans Public Schools Education Foundation, Inc                             Public          Chantable                    5,000
Partners Advancing Values in Education                                    Public          Education                  250,000
Pea Ridge Public Schools                                                  Public          Chantable                    7,300
Peabody Essex Museum                                                      Public          Chantable                   10,000
Pediatnc Hematology Children's Assistance Fund                            Public          Chantable                    2,000
Peel House Foundation                                               Exp. Responsibility   Chantable                  315,000
Pembrook Learning Development Inc                                         Public          Education                   20,000
Peninsula Habitat for Humanity                                            Public          Chantable                    5,000
Peninsula Open Space Trust                                                Public          Chantable                    1,000
People Against Cancer, Inc                                                Public          Chantable                    5,000
Performing Arts Fort Worth, Inc                                           Public          Chantable                   76,800
Perspectives Charter School of Chicago                                    Public          Education                  230,000
Petit Jean Youth Foundation                                               Public          Chantable                    2,000
Phillips Brooks School                                                    Public          Chantable              1,050,000
Phoenix Art Museum                                                        Public          Chantable                   10,000
Pikes Peak Community Foundation                                           Public          Chantable                   15,000
Pinnacle Charter School                                                   Public          Education                   50,000
Pittsburg State University                                                Public          Chantable                    1,000
Positive Atmosphere Reaches Kids (PARK Foundation)                        Public          Chantable                    5,000
Positive Coaching Alliance                                                Public          Chantable                    1,000
Praine Grove Public Schools                                               Public          Chantable                    5,000
Presbytenan Children's Homes & Services                                   Public          Chantable                   10,000
Presbytery of Arkansas                                                    Public          Chantable                   75,000
Prescott College                                                          Public          Chantable                   20,000
Progressive Charter School                                          Exp Responsibility    Education                   10,000
Progressive League of College Station                                     Public          Chantable                    5,000
Providence Englewood Charter School                                       Public          Education                  230,000
Putnam Foundation                                                         Public          Chantable                    3,000
Quapaw Quarter United Methodist Church                                    Public          Chantable                    1,000
Quest Scholars Program                                                    Public          Chantable                    2,000
REACH Foundation                                                          Public          Education                   98,000
Remay                                                                     Public          Chantable                    3,000
Ricardo Flores Magon Academy                                        Exp. Responsibility   Education                   10,000
Rich Mountain Community College Foundation                                Public          Chantable                    5,000
River Valley Chnstian Clinic Inc                                          Public          Chantable                    5,000
River Valley Shelter for Battered Women & Children                        Public          Chantable                    2,500
Roanng Fork Public Radio Translator, Inc                                  Public          Chantable                    1,000
    ■
WALTON FAMILY FOUNDATION                                                                                      13-3441466
ATTACHMENT TO FORM 990-PF                                                                                     Statement 20
                                                                                                              13 of 16
PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                             FOUNDATION
NAME                                                        RELATIONSHIP        STATUS           PURPOSE               AMOUNT
Rocky Mountain Institute                                                         Public          Chantable                     5,000
Rogers Development Foundation, Inc                                               Public          Chantable                     3,500
Rogers Little Theatre                                                            Public          Chantable                     2,500
Rogers Public Education Foundation                                               Public          Chantable                    15.000
Rogers Public Library                                                            Public          Chantable                     1,000
Rogers Public Schools                                                            Public          Chantable                   576,385
Rogers-Bentonville Junior Auxiliary                                              Public          Chantable                     2,000
Rotary Foundation of Bentonville - Bella Vista Foundation                        Public          Chantable                     5,000
Salvation Army                                                                   Public          Chantable                     6,000
Salvation Army - Fayetteville                                                    Public          Chantable                    10.000
Salvation Army Littlle Rock                                                      Public          Chantable                      500
Salvation Army of Carroll County                                                 Public          Chantable                     3,500
Salvation Army Shawnee                                                           Public          Chantable                     6,500
Salvation Army Vinita                                                            Public          Chantable                     2,500
Samantan Ministnes of Hot Spnngs, Inc                                            Public          Chantable                     5,000
San Diego Children's Hospital Foundation                                         Public          Chantable                     5,000
San Diego Cooperative Charter School                                             Public          Education                   106,131
San Diego Education Fund                                                         Public          Chantable                    15,000
San Diego Museum of Man                                                          Public          Charitable                    1,500
San Diego Society of Natural History                                             Public          Charitable                   51,500
San Diego Space & Science Foundation, Inc                                        Public          Chantable                     1,500
San Diego Unified School Distnct                                                 Public          Education               1,000,000
School Choice Ohio                                                         Exp. Responsibility   Education                   150,000
School Choice Wisconsin                                                          Public          Education                   300,000
School for Arts in Learning                                                      Public          Education                   230.000
Scott Connections                                                                Public          Charitable                    1,000
Seed Savers Exchange, Inc                                                        Public          Chantable                     5.000
SEED School of Oakland                                                     Exp. Responsibility   Education                    20.000
Senior Community Centers of San Diego                                            Public          Chantable                    15.000
Sequoia Union High School Distnct                                                Public          Chantable                     1,000
Sequoyah County Hospital                                                         Public          Chantable                     1375
Shawnee Educational Foundation                                                   Public          Chantable                     5,000
Shawnee Police Foundation                                                        Public          Chantable                     2,500
Shell Knob First Responders                                                      Public          Chantable                     2.500
Shnners Hospitals for Children (TX)                                              Public          Chantable                     1,000
Siloam Spnngs Public Schools                                                     Public          Chantable                   104,325
Single Parent Scholarship Fund of Pulaski County                                 Public          Chantable                     5,000
Skaggs Foundation                                                                Public          Chantable                     5,000
Snowy Range Academy                                                              Public          Education                    69,600
Somerset Academy Elementary - Miramar                                            Public          Education                   230,000
Somerset Academy Middle - Miramar                                                Public          Education                   230,000
So Carolina Center for Grassroots and Comm Alternatives                          Public          Education                    50,000
South Carolina Policy Council Education Foundation                               Public          Education                   150,000
South Conway County Public School Foundation                                     Public          Chantable                     1,000
Southern Financial Partners                                                      Public          Chantable               2,037,873
Southside Family Charter School                                                  Public          Education                   230,000
Southwest Educational Ministnes Association                                      Public          Chantable                     2,500
Southwest Middle School                                                    Exp. Responsibility   Education                    20,000
Sparks Regional Medical Center Foundation                                        Public          Chantable                    10,000
     s
WALTON FAMILY FOUNDATION                                                                                 13-3441466
ATTACHMENT TO FORM 990-PF                                                                                Statement 20
                                                                                                         14 of 16
PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                        FOUNDATION
NAME                                                    RELATIONSHIP       STATUS           PURPOSE               AMOUNT
Springdale Education and Scholarship Foundation                              Public         Chantable                     6,000
Springdale Public Library Foundation                                         Public         Chantable                     7,000
Spnngdale Public Schools                                                    Public          Charitable                   67,000
Sputnik Math, Science and Language Academy                             Exp Responsibility   Education                    10,000
SSOAR Space Science Outreach and Research                                   Public          Education                   230,000
St Edward Mercy Foundation                                                  Public          Chantable                     5,000
St Joseph's Catholic Church                                                 Public          Chantable                     2,000
St Marcus Lutheran School                                                   Public          Education                    75,000
St Mark's Episcopal Church                                                  Public          Chantable                     2,500
St Mary's Hospital Foundation                                               Public          Chantable                    25,000
St Vincent Foundation                                                       Public          Chantable                     5,000
Stanford University                                                         Public          Charitable                   71,000
Stanford University - John W Gardner Center for Youth                       Public          Chantable                   200,000
START to Achieve Foundation                                                 Public          Education                    10,000
Steadman Sports Medicine Foundation                                         Public          Chantable                   100,000
Stilwell Public School Foundation, Inc                                      Public          Chantable                     3,500
Students in Free Enterpnse                                                  Public          Chantable                   150,000
Summerstock Productions, Inc                                                Public          Charitable                    5,000
Susan G Komen Breast Cancer Foundation                                      Public          Chantable                     5,000
Sustainable Northwest                                                       Public          Chantable                    50,000
Taneyhills Library Club                                                     Public          Charitable                    5,000
Tarieton State University                                                   Public          Chantable                     5,000
Teach for Amenca                                                            Public          Chantable                   283,000
Team Up for Youth                                                           Public          Charitable                    5,000
Tech Museum of Innovation                                                   Public          Chantable                     1,000
Technology Ennched Accelerated Charter High School                          Public          Education                   230,000
Terra Manne Research & Education (TMRE/Antrnalandia)                        Public          Charitable                    5,000
Teton Science School                                                        Public          Charitable              3,063,000
Texas Game Warden Association, Inc                                          Public          Chantable                     1,000
Texas Oklahoma Kiwanis Foundation                                           Public          Chantable                     2,375
Texas Rangers Association Foundation                                        Public          Chantable                    10,000
The Urban Farm at Stapleton                                                 Public          Education                    10,000
There is Hope for the Children, Inc                                         Public          Education                    10,000
Thunderbird Clubhouse                                                       Public          Chantable                     5,000
Town of Delaware                                                            Public          Chantable                     2,500
Town of Kansas                                                              Public          Chantable                     2.500
Town of Oaks                                                                Public          Chantable                     2,500
Travis County 4-H                                                           Public          Chantable                    10,000
Tree of Life Health Maintenance -Hannah House                               Public          Chantable                     1,000
Truimph Academy                                                             Public          Education                   230,000
Trust for Hidden Villa                                                      Public          Chantable                     1,000
Tulsa Ballet Theatre                                                        Public          Chantable                     1,500
Tulsa Community College Foundation                                          Public          Chantable                     8,500
Tulsa Firefighters Educational Clowns, Inc                                  Public          Chantable                     2,100
Tulsa Future Inc                                                            Public          Chantable                    20,000
Tyro Community Chnstian School                                              Public          Chantable                     2,000
UCSD Cancer Center Foundation                                               Public          Chantable                    35,000
Uncommon Schools - North Star Academy Charter School                        Public          Education                   230,000
Uncommon Schools - True North                                               Public          Education                   230,000
    s
WALTON FAMILY FOUNDATION                                                                             13-3441466
ATTACHMENT TO FORM 990-PF                                                                            Statement 20
                                                                                                     15 of 16
PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                           FOUNDATION
NAME                                                        RELATIONSHIP     STATUS     PURPOSE               AMOUNT
Uncommon Schools - Williamsburg Collegiate Charter School                     Public    Education                   230,000
Union Rescue Mission/Dorcas House                                             Public    Chantable                     2,500
United Way of Adair County                                                    Public    Chantable                     9,144
United Way of Benton County                                                   Public    Chantable                    87,000
United Way of Grayson County Inc                                              Public    Chantable                     2,000
United Way of Palo Pinto County, Inc                                          Public    Chantable                    50,000
United Way of Parker County                                                   Public    Chantable                    25,000
United Way of San Diego County                                                Public    Chantable                   120,000
United Way of Stephens County                                                 Public    Chantable                     5,000
United Way of Washington County                                               Public    Chantable                    20,000
University of Arkansas for Medical Sciences (UAMS)                            Public    Chantable                    25,000
University of Arkansas Foundation, Inc                                        Public    Education               1,550,228
University of California Regents                                              Public    Chantable                    12,500
University of California San Diego Foundation                                 Public    Chantable                    12,500
University of Chicago Charter School                                          Public    Education                    45,000
University of Colorado Foundation, Inc                                        Public    Charitable                   25,000
University of Oklahoma Foundation, Inc                                        Public    Chantable                    12,500
University of Texas Elementary Charter School                                 Public    Education                   100,000
University of the Ozarks                                                      Public    Chantable              11,974,000
University of Tulsa                                                           Public    Chantable                     3,000
University of Washington Foundation                                           Public    Education                   200,000
University of Wyoming                                                         Public    Chantable                     2,000
Urban Prep Charter Academy for Young Men                                      Public    Education                   230,000
USA Cycling Development Foundation                                            Public    Chantable                    25,000
Valley of the Sun United Way                                                  Public    Chantable                    15,000
Valley View Foundation, Inc                                                   Public    Chantable                     2,500
Van Buren School Distnct Education Foundation                                 Public    Chantable                     5,000
Vera Lloyd Presbytenan Home & Family Services, Inc                            Public    Chantable               1,208,000
Vietnam Veterans of San Diego                                                 Public    Chantable                    20,000
Vinita Red Feather                                                            Public    Chantable                     3,000
Volunteer Ambulance Service of Northeast Benton County                        Public    Chantable                       500
Volunteer Associates                                                          Public    Chantable                     5,000
Wade Knox Childrens Advocacy Center                                           Public    Chantable                     2,500
Walatowa Charter High School                                                  Public    Education                    50,000
Wallingford Emergency Shelter                                                 Public    Chantable                     1,500
Wallingford Family YMCA                                                       Public    Chantable                     1,500
Walton Arts Center                                                            Public    Chantable               1,042,962
Washington County Adult Center                                                Public    Chantable                     4,000
Washington County Arkansas                                                    Public    Chantable                    60,000
Washington County Elder Care, Inc                                             Public    Chantable                    10,000
Washington County Single Parent Scholarship Fund                              Public    Chantable                   140,000
Washington Latin School                                                       Public    Education                   230,000
Washington Regional Medical Foundation                                        Public    Chantable                     1,000
Washington Scholarship Fund, Inc                                              Public    Education                   854,000
Watch D 0 G S Across Amenca                                                   Public    Chantable                     7,000
Watershed Human & Community Development Agency, Inc                           Public    Chantable                     2,500
Watts Public Schools                                                         Public     Chantable                     2,856
Webb Community Center                                                        Public     Chantable                     2,500
   s
WALTON FAMILY FOUNDATION                                                                             13-3441466
ATTACHMENT TO FORM 990-PF                                                                            Statement 20
                                                                                                     16 of 16
PART XV, LINE 3a - GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

                                                                     FOUNDATION
NAME                                                 RELATIONSHIP       STATUS           PURPOSE              AMOUNT
West Broward Elementary Charter School                              Exp Responsibility   Education                   10,000
West Denver Prepatory Charter School                                     Public          Education                  230,000
West Fork Public Schools                                                 Public          Chantable                   10,000
Westside High School                                                     Public          Chantable                    3,000
Westville Public Schools                                                 Public          Chantable                    2,000
Westwood Primary School                                                  Public          Chantable                    2,500
Whitman College                                                          Public          Chantable                    1,000
Wild Salmon Center                                                       Public          Chantable                  327,828
Wildcat Glades Conservation & Audubon Center                             Public          Chantable                    5,000
Willow Bend Environmental Education Center                               Public          Chantable                    5,000
Wisdom Academy for Young Scientists                                      Public          Education                  230,000
Wister Public Schools                                                    Public          Chantable                    2,500
Womens Foundation of Arkansas                                            Public          Chantable                    2,000
Wnters' Colony at Dairy Hollow, Inc                                      Public          Chantable                     500
Xinaxcalmecac College Preparatory                                   Exp Responsibility   Education                   20,000
Yellville Summit Schools Distnct 4                                       Public          Chantable                    5,000
YES East End College Preparatory School                                  Public          Education                  230,000
YMCA of Metropolitan Little Rock                                         Public          Chantable                    7,000
YMCA of San Diego County                                                 Public          Chantable                   25,000
YMCA of Shawnee, Oklahoma                                                Public          Chantable                   15,000
Young Life Foundation                                                    Public          Chantable                   10,000
Young Men's Christian Association (YMCA)                                 Public          Chantable                   10,000
Zoological Society of San Diego                                          Public          Chantable                   13,500
University scholarships - $1,250/Student/Semester       NONE                             Education                  971,864


Total Grants and Contributions Paid Dunng the Year                                                          188,906,015
s
     WALTON FAMILY FOUNDATION, INC.
     FORM 990-PF
     13-3441466
     DECEMBER 31, 2006                                                                  STATEMENT 21


     PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

     Statement Pursuant to Reg. Sec. 53.4945-5(d):

     (I)     Grantee - The Walton Family Foundation, Inc. owns common stock in the following entity as a
             program-related investment.

             Southern Development Bancorporation, Inc.
             605 Main Street, Suite 202
             Arkadelphia, AR 71923

    (2)      Dates of Investment - December 23, 1987
                                   July 9, 1998

    (3)      Purpose - To provide Southern Development Bancorporation ("SDB") with funds to promote its
             purpose of implementing a new approach to the development of economically depressed rural
             communities in Arkansas, communities which suffer from high unemployment and which are
             not being adequately served by the existing financial institutions in the area. SDB and its related
             companies are operating programs designed to increase job opportunities for residents of these
             depressed communities. SDB's programs emphasize the development of small business and self-
             employment activities in rural areas by providing capital, market data, technical support, and
             business planning counsel to that sector of the local economy. SDB aggressively supports the
             creation of jobs through the creation and development of local business enterprises.

    (4)      Amount Expended by Grantee — The initial investment of $300,000 made on 12/23/87 and an
             additional investment of $3,000,030 made on 07/09/98 continue to be utilized for the purpose of
             the program related investment as stated in (3) above.

    (5)      Diversion - To the knowledge of the Foundation, and based on the information furnished by the
             grantee, no part of the program-related investment has been used for other than its intended
             purpose.

    (6)      Date of Reports from Grantee - Dates of last annual reports were September 6, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation a letter stating that it has
            complied with the terms of the Foundation's program related investment through its most recent
            year-ending December 31, 2006. In addition, the grantee has provided the Foundation with an
            independent audit report of its financial statements for the year-ended December 31, 2006. The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Taxable entity — program related investment of the Foundation.
■
     WALTON FAMILY FOUNDATION, INC.
     FORM 990-PF
     13-3441466
     DECEMBER 31, 2006                                                                   STATEMENT 22



     PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

     Statement Pursuant to Reg. Sec 53.4945-5(d):

     (1)     Grantee - The Walton Family Foundation, Inc. owns common stock in the following entity as a
             program-related investment

             Neighborhood Bancorp
             1727 Sweetwater Road, Suite J
             National City, CA 91950

    (2)      Date of Investment - May 31, 1996

    (3)      Purpose - To provide Neighborhood Bancorp ("NB") with funds to form or acquire a bank
             which will seek to provide banking services to customer groups that are currently underserved in
             its geographic market area These groups include individuals, affordable housing advocates,
             non-profit corporations and other community based organizations, and religious organizations.
             The groups, or the individuals represented by the groups: (i) earn less than 100% of the median
             family income for San Diego County, (ii) are ethically and racially diverse, (iii) do not have
             ready access to traditional financial institutions and systems, and (iv) rent or lease dwellings
             rather than own them.

    (4)     Amount Expended by Grantee - $100,000 investment made 05/31/96 continues to be utilized for
            the purpose of the program related investment as stated in (3) above.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the program-related investment has been used for other than its intended
            purpose.

    (6)     Date of Report from Grantee - Date of annual report was April 11, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation a letter stating that it has complied
            with the terms of the Foundation's grant through its most recent year-ending December 31, 2006.
            In addition, the grantee has provided the Foundation with an independent audit report of its
            financial statements for the year-ended December 31, 2006. The Foundation has no reason to
            doubt the accuracy or reliability of the above reports; therefore, further verification by the
            Foundation was deemed unnecessary.

    (8)     Foundation Status — Taxable entity — program related investment of the Foundation.
■
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                                    STATEMENT 23



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (I)     Grantee -

            The Peel House Foundation
            400 S. Walton Blvd.
            Bentonville, AR 72712

    (2)     Date and Amount of Grant - Various 2006 - $40,000

    (3)     Purpose - To provide The Peel House Foundation ("Peel") with funds to be used in the
            preservation of historically significant structures in Benton County, Arkansas.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee - Date of annual report was September 7, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation a letter stating that it has complied
            with the terms of the Foundation's grant through its most recent year-ending December 31, 2006.
            In addition, the grantee has provided the Foundation with a copy of its financial statements for the
            year-ended December 31, 2006. The Foundation has no reason to doubt the accuracy or reliability
            of the above reports; therefore, further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Private operating foundation
•
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                                    STATEMENT 24



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53 4945-5(d):

    (1)     Grantee -

            The Peel House Foundation
            400 S. Walton Blvd.
            Bentonville, AR 72712

    (2)     Date and Amount of Grant - Various 2005 - $955,000
                                       Various 2006 - $275,000

    (3)     Purpose - To provide The Peel House Foundation ("Peel") with funds to be used in the
            development and maintenance of Compton Gardens, a community park in Bentonville, Arkansas
            which is a haven of Arkansas wildlife and plant life offering residents a secluded experience of
            nature and which is used to educate school children in the area about Arkansas' natural
            environment.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            2005 grant funds and $248,766 of the 2006 grant funds in accordance with the terms of the grant
            agreements.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee - Date of annual report was September 7, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation a letter stating that it has complied
            with the terms of the Foundation's grant through its most recent year-ending December 31, 2006.
            In addition, the grantee has provided the Foundation with a copy of its financial statements for the
            year-ended December 31, 2006. The Foundation has no reason to doubt the accuracy or reliability
            of the above reports; therefore, further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Private operating foundation
■
     WALTON FAMILY FOUNDATION, INC.
     FORM 990-PF
     13-3441466
     DECEMBER 31, 2006                                                                   STATEMENT 25



     PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (1)     Grantee -

            Camp War Eagle, Inc.
            P.O. Box 2030
            Bentonville, AR 72712

    (2)     Date and Amount of Grant - Various 2005 - $7,032,000
                                       Various 2006 - $5,962,000

    (3)     Purpose - To provide Camp War Eagle, Inc. ("Camp War Eagle") with funds to be used to
            construct and operate a summer camp in Northwest Arkansas for the benefit of children of
            moderate to below moderate means. Camp War Eagle is a coeducational, non-denominational,
            multi-purposed activity; residential summer camp for children ages 7-17 of all ethnic and cultural
            backgrounds

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            2005 grant funds and $5,148,608 of the 2006 grant funds in accordance with the terms of the grant
            agreements.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the loan has been used for other than its intended purpose.

    (6)     Date of Report from Grantee - Date of annual report was October 23, 2007.

    (7)    Grantor Verification - The grantee has provided the Foundation a letter stating that it has complied
           with the terms of the Foundation's grant through its most recent year-ending December 31, 2006.
           In addition, the grantee has provided the Foundation with a copy of its audited financial statements
           for the year-ended December 31, 2006. The Foundation has no reason to doubt the accuracy or
           reliability of the above reports; therefore, further verification by the Foundation was deemed
           unnecessary.

    (8)    Foundation Status — Private operating foundation
s
     WALTON FAMILY FOUNDATION, INC.
     FORM 990-PF
     13-3441466
     DECEMBER 31, 2006                                                               STATEMENT 26



     PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (1)     Grantee -

            Crystal Bridges — Museum of American Art, Inc.
            P.O. Box 1169
            Bentonville, AR 72712

    (2)     Date and Amount of Grants - December 28, 2006 - $10,000,000

    (3)     Purpose — To provide Crystal Bridges — Museum of American Art, Inc. (the "Museum") with
            funds to plan, construct and operate a museum and cultural center in Northwest Arkansas which
            will primarily exhibit works of art created by American artists.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has not expended any of
            the grant funds as of its most recent year ended December 31, 2006.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was October 3, 2007.

    (7)    Grantor Verification - The grantee has provided the Foundation a letter stating that it has complied
           with the terms of the Foundation's grant through its most recent year-ending December 31, 2006.
           In addition, the grantee has provided the Foundation with a copy of its audited financial statements
           for the year-ended December 31, 2006. The Foundation has no reason to doubt the accuracy or
           reliability of the above reports; therefore, further verification by the Foundation was deemed
           unnecessary.

    (8)    Foundation Status — Private operating foundation
■
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                                 STATEMENT 27



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53 4945-5(d):

    (1)     Grantee -

            Charter Fund, Inc.
            350 Interlocken Blvd., Suite 390
            Broomfield, CO 80021

    (2)     Date and Amount of Grant — September 15, 2005 — $3,270,000
                                       January 5, 2006 - $1,730,000

    (3)     Purpose — To provide support to the Charter Fund, Inc. to recruit, identify, support and assist
            qualified entrepreneurs in developing organizations that are capable of producing and managing
            large numbers of high quality charter schools

    (4)     Amount Expended by Grantee — Based on its annual reports, the grantee has expended $2,175,572
            of the grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion — To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Dates of annual reports were November 16, 2006 and October 26,
            2007.

    (7)     Grantor Verification - The grantee has provided the Foundation a letter stating that it has complied
            with the terms of the Foundation's grant through its most recent year-ending December 31, 2006.
            In addition, the grantee has provided the Foundation with a copy of its audited financial statements
            for the year-ended December 31, 2006. The Foundation has no reason to doubt the accuracy or
            reliability of the above reports; therefore, further verification by the Foundation was deemed
            unnecessary.

    (8)    Foundation Status — Private operating foundation
s
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                                STATEMENT 28



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (1)     Grantee -

            Charter Fund, Inc.
            350 Interlocken Blvd., Suite 390
            Broomfield, CO 80021

    (2)     Date and Amount of Grant — December 21, 2006 — $3,416,474

    (3)     Purpose — To provide support to the Charter Fund, Inc to create quality charter school
            management organizations (CMOs). The Charter Fund will provide charter school operators with
            the guidance and resources they need to become successful CMOs and develop self-sufficient
            networks of high performing charter schools.

    (4)     Amount Expended by Grantee — Based on its annual report, the grantee has not expended any of
            the grant funds as of its most recent year ended December 31, 2006.

    (5)     Diversion — To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose

    (6)     Date of Report from Grantee — Dates of annual report was October 26, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation a letter stating that it has complied
            with the terms of the Foundation's grant through its most recent year-ending December 31, 2006.
            In addition, the grantee has provided the Foundation with a copy of its audited financial statements
            for the year-ended December 31, 2006. The Foundation has no reason to doubt the accuracy or
            reliability of the above reports; therefore, further verification by the Foundation was deemed
            unnecessary.

    (8)     Foundation Status — Private operating foundation
■
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                                 STATEMENT 29



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (1)     Grantee -

            School Choice Ohio
            Fifth Third Center, Suite 900
            21 East State Street
            Columbus, OH 43215

    (2)     Date and Amount of Grant — March 30, 2006 — $150,000

    (3)     Purpose — To provide operational and programmatic support to School Choice Ohio to assist in
            the implementation of Ohio's EdChoice Scholarship program.

    (4)     Amount Expended by Grantee — Based on its annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement

    (5)     Diversion — To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was June 1, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation a letter stating that it has complied
            with the terms of the Foundation's grant through its most recent year-ending December 3 I, 2006.
            In addition, the grantee has provided the Foundation with a copy of its financial statements for the
            year-ended December 31, 2006. The Foundation has no reason to doubt the accuracy or reliability
            of the above reports; therefore, further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Private foundation at inception of grant with public status subsequently
            obtained.
s
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                                 STATEMENT 30



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg Sec. 53.4945-5(d) -

    (1)     Grantee -

            Liberty Wildlife Rehabilitation Foundation, Inc.
            P.O. Box 14345
            Scottsdale, AZ 85267

    (2)     Date and Amount of Grant — April 20, 2006 — $5,000

    (3)     Purpose — To provide operational support to Liberty Wildlife Rehabilitation Foundation, Inc. to
            provide support for the rehabilitation of native wildlife and for education programs to the
            community about the importance of wildlife protection and preservation.

    (4)     Amount Expended by Grantee — Based on its annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion — To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was September 6, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation a letter stating that it has complied
            with the terms of the Foundation's grant through its most recent year-ending December 31, 2006.
            The Foundation has no reason to doubt the accuracy or reliability of the above report; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Private operating foundation
WALTON FAMILY FOUNDATION, INC.
FORM 990-PF
13-3441466
DECEMBER 31, 2006                                                               STATEMENT 31



PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

Statement Pursuant to Reg. Sec. 53.4945-5(d):

(1)     Grantee -

        Greater Niagara Charter School
        277 Continental Dr.
        Lockport, NY 14094

(2)     Date and Amount of Grant — August 20, 2001 — $8,750

(3)     Purpose — Planning grant for the start-up of a charter school.

(4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended $4,302 of
        the funds in accordance with the terms of the grant agreement and the remaining $4,448 not
        expended has been returned to the Walton Family Foundation, Inc.

(5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
        grantee, no part of the grant has been used for other than its intended purpose.

(6)     Date of Report from Grantee — Date of annual report was December 1, 2006.

(7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
        Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
        further verification by the Foundation was deemed unnecessary.

(8)     Foundation Status — Charter school status not pursued.
WALTON FAMILY FOUNDATION, INC.
FORM 990-PF
13-3441466
DECEMBER 31, 2006                                                               STATEMENT 32



PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

Statement Pursuant to Reg Sec. 53.4945-5(d) -

(1)     Grantee -

        Charter School of Arts and Science (formerly Academic Preparatory Charter Middle School, Inc.)
        4746 "B" Greentree Drive
        Boynton Beach, FL 33436

(2)     Date and Amount of Grant — April 27, 2005 — $20,000

(3)     Purpose — Planning grant for the start-up of a charter school

(4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
        funds in accordance with the terms of the grant agreement.

(5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
        grantee, no part of the grant has been used for other than its intended purpose.

(6)     Date of Report from Grantee — Date of annual report was October 25, 2007.

(7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
        Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
        further verification by the Foundation was deemed unnecessary.

(8)     Foundation Status — Charter school status pending.
■
     WALTON FAMILY FOUNDATION, INC.
     FORM 990-PF
     13-3441466
     DECEMBER 31, 2006                                                              STATEMENT 33



    PART V11-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    ( I)    Grantee -

            King/Chavez International High School
            2375 White Wing Drive
            Jamol, CA 91935

    (2)     Date and Amount of Grant — April 20, 2005 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended $10,000 of
            the funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was January 5, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)    Foundation Status — Charter school status pending.
■
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                                STATEMENT 34



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53 4945-5(d)

    (1)     Grantee -

            La Jolla Charter School
            1745 W. Montecito Way
            San Diego, CA 92103

    (2)     Date and Amount of Grant — April 20, 2005 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended $19,904 of
            the funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose

    (6)     Date of Report from Grantee — Date of annual report was October 30, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status pending.
■
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                            STATEMENT 35



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (1)     Grantee -

            Liberty Charter High School
            799 East Washington Avenue
            El Cajon, CA 92020

    (2)     Date and Amount of Grant — April 20, 2005 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee — The grantee did not deposit the check in a timely manner and the
            Foundation placed a stop payment on the check to the grantee.

    (5)     Diversion — See (4) above

    (6)     Date of Report from Grantee — See (4) above.

    (7)     Grantor Verification — See (4) above.

    (8)     Foundation Status — Charter school status not pursued.
s
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                               STATEMENT 36



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (1)     Grantee -

            Mountain Peaks Montessori
            P.O. Box 7473
            Golden, CO 80403

    (2)     Date and Amount of Grant — March 3, 2005 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was December 19, 2006.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status pending.
 WALTON FAMILY FOUNDATION, INC.
 FORM 990-PF
 13-3441466
 DECEMBER 31, 2006                                                              STATEMENT 37



PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

Statement Pursuant to Reg. Sec. 53.4945-5(d).

(I)     Grantee -

        Ninos First Charter School
        1525 W Mockingbird Lane, Suite #300
        Dallas, TX 75235

(2)     Date and Amount of Grant — May 16, 2005 — $20,000

(3)     Purpose — Planning grant for the start-up of a charter school

(4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended $10,236 of
        the funds in accordance with the terms of the grant agreement and the remaining $9,764 not
        expended has been returned to the Walton Family Foundation, Inc

(5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
        grantee, no part of the grant has been used for other than its intended purpose.

(6)     Date of Report from Grantee — Date of annual report was August 9, 2007.

(7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
        Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
        further verification by the Foundation was deemed unnecessary.

(8)     Foundation Status — Charter school status pending.
■
     WALTON FAMILY FOUNDATION, INC.
     FORM 990-PF
     13-3441466
     DECEMBER 31, 2006                                                               STATEMENT 38



     PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

     Statement Pursuant to Reg. Sec. 53.4945-5(d) -

    ( I)     Grantee -

             Park Hill Progressive Academy
             P.O. Box 7277
             Denver, CO 80207

    (2)      Date and Amount of Grant — September I, 2005 — $20,000

    (3)      Purpose — Planning grant for the start-up of a charter school.

    (4)      Amount Expended by Grantee - Based on the annual report, the grantee has expended $6,691 of
             the funds in accordance with the terms of the grant agreement and the remaining $13,309 not
             expended has been returned to the Walton Family Foundation, Inc.

    (5)      Diversion - To the knowledge of the Foundation, and based on the information furnished by the
             grantee, no part of the grant has been used for other than its intended purpose.

    (6)      Date of Report from Grantee — Date of annual report was December 18, 2006.

    (7)      Grantor Verification - The grantee has provided the Foundation with the required reports. The
             Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
             further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status not pursued.
s
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                               STATEMENT 39



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (1)     Grantee -

            Saint Paul International Academy
            360 Colborne Street
            Saint Paul, MN 55102

    (2)     Date and Amount of Grant — March 31, 2005 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was October 5, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status obtained.
 WALTON FAMILY FOUNDATION, INC.
 FORM 990-PF
 13-3441466
 DECEMBER 31, 2006                                                              STATEMENT 40



PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

Statement Pursuant to Reg. Sec. 53.4945-5(d) -

(1)     Grantee -

        The Academy at High Point
        6192 Genoa Street
        Aurora, CO 80019

(2)     Date and Amount of Grant — October 6, 2005 — $20,000

(3)     Purpose — Planning grant for the start-up of a charter school.

(4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
        grant funds in accordance with the terms of the grant agreement.

(5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
        grantee, no part of the grant has been used for other than its intended purpose.

(6)     Date of Report from Grantee — Date of annual report was January 12, 2007.

(7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
        Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
        further verification by the Foundation was deemed unnecessary.

(8)     Foundation Status — Charter school status pending.
s
     WALTON FAMILY FOUNDATION, INC.
     FORM 990-PF
     13-3441466
     DECEMBER 31, 2006                                                              STATEMENT 41



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec 53.4945-5(d)•

    (1)     Grantee -

            The Bridge Academy
            P.O. Box 16182
            Milwaukee, WI 53216

    (2)     Date and Amount of Grant — November 10, 2005 — $12,600

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended $7,805 of
            the funds in accordance with the terms of the grant agreement and the remaining $4,795 not
            expended has been returned to the Walton Family Foundation, Inc.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was March 2, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)    Foundation Status — Charter school status not pursued.
s
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                               STATEMENT 42



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53 4945-5(d):

    (1)     Grantee -

            College Preparatory Academy
            5311 Corning Avenue
            Los Angeles, CA 90056

    (2)     Date and Amount of Grant — March 30, 2006 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was August 15, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status not pursued.
s
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                               STATEMENT 43



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (1)     Grantee -

            Hendrix College Charter School
            1600 Washington Avenue
            Conway, AR 72032

    (2)     Date and Amount of Grant — January 19, 2006 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended $8,954 of
            the grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was January 10, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status pending.
s
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                               STATEMENT 44



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53 4945-5(d):

    (I)     Grantee -

            Intown Academy
            986 Myrtle St. NE
            Atlanta, GA 30309

    (2)     Date and Amount of Grant — August 3, 2006 — $10,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended $250 of the
            grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was March 29, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status pending.
s
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                               STATEMENT 45



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec 53.4945-5(d):

    (1)     Grantee -

            King/Chavez Discipline Arts Academy
            415 East 31' Street
            San Diego, CA 92102

    (2)     Date and Amount of Grant — March 30, 2006 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was October 5, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status pending.
s
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                              STATEMENT 46



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec 53.4945-5(d):

    (1)     Grantee -

            King/Chavez Fine Arts Academy
            415 East 31' Street
            San Diego, CA 92102

    (2)     Date and Amount of Grant — March 30, 2006 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was October 5, 2007.

    (7)    Grantor Verification - The grantee has provided the Foundation with the required reports. The
           Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
           further verification by the Foundation was deemed unnecessary.

    (8)    Foundation Status — Charter school status pending.
■
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                              STATEMENT 47



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec 53 4945-5(d):

    (1)     Grantee -

            King/Chavez Hombres Nobles Academy
            415 East 31' Street
            San Diego, CA 92102

    (2)     Date and Amount of Grant — March 30, 2006 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was October 5, 2007.

    (7)    Grantor Verification - The grantee has provided the Foundation with the required reports. The
           Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
           further verification by the Foundation was deemed unnecessary.

    (8)    Foundation Status — Charter school status pending.
■
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                               STATEMENT 48



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg Sec. 53 4945-5(d):

    (1)     Grantee -

            King/Chavez Literacy Academy
            415 East 31' Street
            San Diego, CA 92102

    (2)     Date and Amount of Grant — March 30, 2006 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was October 5, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status pending.
•
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                               STATEMENT 49



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg Sec. 53.4945-5(d):

    (I)     Grantee -

            Lighthouse Preparatory Academy
            3808 W. 54 th Street
            Los Angeles, CA 90043

    (2)     Date and Amount of Grant — March 30, 2006 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was October 8, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status pending.
s
     WALTON FAMILY FOUNDATION, INC.
     FORM 990-PF
     13-3441466
     DECEMBER 31, 2006                                                             STATEMENT 50



     PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (I)     Grantee -

            Oakland Charter Academy
            3001 International Blvd.
            Oakland, CA 94601

    (2)     Date and Amount of Grant — March 30, 2006 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was August 9, 2007.

    (7)    Grantor Verification - The grantee has provided the Foundation with the required reports. The
           Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
           further verification by the Foundation was deemed unnecessary.

    (8)    Foundation Status — Charter school status not pursued.
%
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                                STATEMENT 51



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (1)     Grantee -

            Seed School of Oakland
            921 Rio Vista Drive
            Pacifica, CA 94044

    (2)     Date and Amount of Grant — March 30, 2006 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was January 31, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status pending.
WALTON FAMILY FOUNDATION, INC.
FORM 990-PF
13-3441466
DECEMBER 31, 2006                                                               STATEMENT 52



PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

Statement Pursuant to Reg. Sec 53.4945-5(d):

(1)     Grantee -

        Southwest Middle School
        401 North Dolores Road
        Cortez, CO 81321

(2)     Date and Amount of Grant — March 30, 2006 — $20,000

(3)     Purpose — Planning grant for the start-up of a charter school.

(4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
        grant funds in accordance with the terms of the grant agreement

(5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
        grantee, no part of the grant has been used for other than its intended purpose.

(6)     Date of Report from Grantee — Date of annual report was September 1, 2007.

(7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
        Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
        further verification by the Foundation was deemed unnecessary.

(8)     Foundation Status — Charter school status pending
 WALTON FAMILY FOUNDATION, INC.
 FORM 990-PF
 13-3441466
 DECEMBER 31, 2006                                                              STATEMENT 53



PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

Statement Pursuant to Reg Sec. 53.4945-5(d) -

(1)     Grantee -

        Oakland Design Sciences High School
        1055 Dyer Place
        Oakland, CA 92651

(2)     Date and Amount of Grant — March 30, 2006 — $20,000

(3)     Purpose — Planning grant for the start-up of a charter school.

(4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended $14,334 of
        the grant funds in accordance with the terms of the grant agreement.

(5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
        grantee, no part of the grant has been used for other than its intended purpose.

(6)     Date of Report from Grantee — Date of annual report was October 25, 2007.

(7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
        Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
        further verification by the Foundation was deemed unnecessary.

(8)     Foundation Status — Charter school status pending
■
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                              STATEMENT 54



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (1)     Grantee -

            Harmon Arts Middle Academy
            1843 N. Mariposa Avenue
            Los Angeles, CA 90027

    (2)     Date and Amount of Grant — March 30, 2006 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended $1,393 of
            the grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was October 10, 2007.

    (7)    Grantor Verification - The grantee has provided the Foundation with the required reports. The
           Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
           further verification by the Foundation was deemed unnecessary.

    (8)    Foundation Status — Charter school status pending
%
    WALTON FAMILY FOUNDATION, INC.
    FORM 990-PF
    13-3441466
    DECEMBER 31, 2006                                                               STATEMENT 55



    PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

    Statement Pursuant to Reg. Sec. 53.4945-5(d):

    (I)     Grantee -

            Xinaxcalmecac College Preparatory
            4736 Huntington Drive South
            Los Angeles, CA 90032

    (2)     Date and Amount of Grant — March 30, 2006 — $20,000

    (3)     Purpose — Planning grant for the start-up of a charter school.

    (4)     Amount Expended by Grantee - Based on the annual report, the grantee has expended all of the
            grant funds in accordance with the terms of the grant agreement.

    (5)     Diversion - To the knowledge of the Foundation, and based on the information furnished by the
            grantee, no part of the grant has been used for other than its intended purpose.

    (6)     Date of Report from Grantee — Date of annual report was October 26, 2007.

    (7)     Grantor Verification - The grantee has provided the Foundation with the required reports. The
            Foundation has no reason to doubt the accuracy or reliability of the above reports; therefore,
            further verification by the Foundation was deemed unnecessary.

    (8)     Foundation Status — Charter school status pending
 WALTON FAMILY FOUNDATION, INC.
 FORM 990-PF
 13-3441466
 DECEMBER 31, 2006                                                                STATEMENT 56



PART VII-B, LINE 5(c) - EXPENDITURE RESPONSIBILITY

Statement Pursuant to Reg. Sec. 53 4945-5(d):

(1)     Grantee -

        South Metro Charter High School
        5314 S. Broadway Circle
        Apartment 7-204
        Englewood, CO 80113

(2)     Date and Amount of Grant — May 13, 2004 - $10,000

(3)     Purpose — Planning grant for the start-up of a charter school.

(4)     Amount Expended by Grantee — The above grantee has not fully reported to the Foundation as
        required by the grant agreement. The Foundation will continue to seek reports from the above
        grantee and will not make any future grants to this grantee until the reporting requirement has been
        satisfied.

(5)     Diversion — See (4) above.

(6)     Date of Report from Grantee — Date of last annual report was November 7, 2005

(7)     Grantor Verification — See (4) above.

(8)     Foundation Status — Charter school status not pursued.
VIVTON FAMILY FOUNDATION, INC.
FORM 990-PF
13-3441466
December 31, 2006                                                                  STATEMENT 57


Section 4942(h)(2) Election as to the Treatment of Qualifying Distributions



Name:                      Walton Family Foundation, Inc.

Address:                   P.O. Box 1860
                           Bentonville, AR 72712

Federal ID No.:            13-3441466

Year Ending:              December 31, 2006


Pursuant to IRC Section 4942(h)(2) and Regulation 53.4942(a)-3(d)(2), the above referenced
foundation hereby elects to treat current-year qualifying distributions (in excess of the immediately
preceding tax year's undistributed income (which is zero)) in the amount of $206,068,761 as being
made out of corpus.




Buddy Philpot
Executive Director


     /141-0 7
(Date)
    •
WALTON FAMILY FOUNDATION, INC.
FORM 990-PF
13-3441466
12/31/2006




PART IV, CAPITAL GAINS AND LOSSES FOR TAX ON INVESTMENT INCOME


                                              DATE        DATE
                         DESCRIPTION        ACQUIRED      SOLD       COST          PROCEEDS       NET GAIN/(LOSS)

NORTHERN TRUST - NORAD   VARIOUS   BONDS     VARIOUS     VARIOUS     665,500,445    665,532,170            31,725
NORTHERN TRUST - NORAD   VARIOUS   BONDS     VARIOUS     VARIOUS      39,909,363     39,909,876               513
NORTHERN TRUST - ATC     VARIOUS   BONDS     VARIOUS     VARIOUS      25,176,625     25,200,000            23,375
NORTHERN TRUST - ATC     USTN                 10/13/05    07/31/06     5,000,000      5,000,000                 0
NORTHERN TRUST - ATC     USTN                 11/28/05    08/31/06     5,000,000      5,000,000                 0
NORTHERN TRUST - GS      VARIOUS   BONDS     VARIOUS     VARIOUS     189,092,367    188,886,999          (205,368)
NORTHERN TRUST - GS      VARIOUS   BONDS     VARIOUS     VARIOUS      13,803,007     13,725,460           (77,547)

                                                                     943,481,807    943,254,505          (227,302)
Walton Family Foundation
Scholarship
2006 Application
$10,000 Scholarship for children
of Associates

                                     Deadline:
                                    Postmark date of
                                   January 20, 2006
WAL*MART                                               /
SECTION A STUDENT INFORMATION (to be completed by student)

                -!                   I I7                                                                    II
SOCIAL SECURITY NUMBER                                           HOME PHONE NUMBER

          1 1
          -                                                                                                              7F 1 ❑ 7F 1
                                                                                                                              -               -


LAST NAME                                                                          FIRST NAME

         Cl                                                                                                                          7❑7I I
ADDRESS

                                                                                                                                         0-
CITY                                                                                                    STATE            ZIP CODE

         Ti       I I
EMAIL ADDRESS

1 Do you currently work at a job outside the home during the school year?                     yes       I I no

        a if yes how many hours per week do you work'?

        b What type of work is done'?

2 Did you also apply for the $2 000 Wal-Mart Associate Scholarship'?                    yes         I I no

     If yes, who is the Associate?               applicant   7   parent (You may not apply for both scholarships under the same parent.)

Please check your ethnicity (This item is optional)•

        White (Not of Hispanic origin) - All persons having origins in any of the original peoples of Europe, North Africa, or the Middle East

        Black (Not of Hispanic origin) - All persons having origins in any of the Black racial groups of Africa

        Hispanic - All persons of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish culture or origin,
        regardless of race

        Asian or Pacific Islander - All persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian
        Subcontinent, or the Pacific Islands This area includes, for example China, India, Japan, Korea, the Philippine Islands, and Samoa

        American Indian or Alaskan Native - All persons having origins in any of the original peoples of North America, and who maintain
        cultural identification through tribal affiliation or community recognition


Please check your gender (This item is optional):                ❑ Male        Female

SECTION i RENT/ ASSOC' AT E INFORMATION                                                                             ,[11_,L ,yt.    [2, lre H ,1)
                                                                                                                                          -




                        1 1
FATHERS SOCIAL SECURITY NUMBER
                                           I I                        n
                                                                      FATHER'S OCCUPATION
                                                                                                    II II                                7❑7❑

                        II
FATHER'S LAST NAME                                                                 FATHER'S FIRST NAME

WAL-MART ASSOCIATE'?                 YES             NO          HIRE DATE         /                /

FULL-TIME ASSOCIATE AT LEAST ONE CONTINOUS YEAR AS OF JANUARY 20, 2006?                                 YES       ❑ NO
CUSTODIAL PARENT OF APPLICANT'?                      YES         NO


11                      II
MOTHER S SOCIAL SECURITY NUMBER
                                           71 1  -

                                                                      MOTHER'S OCCUPATION
                                                                                              nn                                         Ell HD

I I II            !                                              77                                                         777 ❑ 777               0
MOTHERS LAST NAME                                                                  MOTHER'S FIRST NAME                                              e

WAL-MART ASSOCIATE'?                 YES             NO          HIRE DATE                          /
FULL-TIME ASSOCIATE AT LEAST ONE CONTINOUS YEAR AS OF JANUARY 20, 2006 9YES                                         NO

CUSTODIAL PARENT OF APPLICANT'?                      YES         NO

Additional Comments

Please describe any circumstances that may significantly affect the family's financial situation, or adversely affect the student's ability
to attend 'college
              -




SECTION C FINANCIAL INFORMATION (to be completed by parent)
In order to substantiate financial need specific information is required l''rom the parent(s)/ !egg) guardian(s) financially responsibi' '`or the
applicant's expenses Please include with this application, a copy of the first page of your 2004 or 2005'Federal Income Tax Return (form
1040 or the E-file summary page) These forms must show the number of dependents, adjusted gross income and the applicant listed as
an exemption/dependent State returns and W-2's are not accepted Originals will not be returned Applications submitted without the
required information will be automatically disqualified

Please follow the guide below for including the correct income information and answer the additional questions

     • For married or separated parents/legal guardians. Submit a copy of the 2004 or 2005 Federal Income Tax return for BOTH parents.

     • For divorced, single AND the custodial parent who is a Wal-Mart Associate' Submit a copy of the Associate's 2004 or 2005
       Federal Income Tax return

     • For divorced, single AND the custodial parent who is NOT a Wal-Mart Associate. Submit a copy of the 2004 or 2005 Federal Income
       Tax return for BOTH parents

     • For students living with someone other than a parent' You must submit proof of guardianship and 2004 or 2005 Federal Income
       Tax returns as stated in "for married " section above

How many exemptions are claimed on the enclosed tax return'?

How many of the named exemptions will be attending college in the fall of 2000

Is the student a first-generation college student'?                  I I yes         I I no

What is the marital status for the parent(s)/legal guardian(s)"

                       Single                Married                 Divorced                     Separated          Widowed

Parent 8c Applicant Signatures: l certify that the information provided with this application is true and correct to my knowledge




Parent/Legal Guardian                                                                                  Date




Applicant                                                                                              Date



SECTION D ACADEMIC INFORMATION                                                  mpHe,teci by counselor only)'
Please provide a six-semester transcript listing senior classes in progress, or a seven-semester transcript, proof of Composite ACT or
SAT Combined scores, class rank, and the cumulative grade point average with the grading scale used by your school Please
answer the additional questions, sign in the designated area, and return to the student in a sealed envelope before January 20, 2006
Recommendation letters are not requested Thank you for taking the time to help your student apply for this scholarship



nI     II I        II I_ II
STUDENTS SOCIAL SECURITY NUMBER
                                                                                     EXPECTED GRADUATION DATE   7 I I /I II I/ 1 In

LAST NAME
                  II         II
                                                                                     FIRST NAME
                                                                                                  n II II                                II

II                                                             II        0/0
RANK                              SIZE                      PERCENTILE                  SCHOOL DOES NOT RANK

CUMULATIVE GPA         I I        II     WEIGHTED   II      UN WEIGHTED        I I      SCALE USED     II     II
CURRICULUM TYPE                   II GENERAL CORE           II COLLEGE PREP/HONORS                     AP       IB

NUMBER OF COLLEGE LEVEL/HONORS/AP/IB CLASSES COMPLETED IN GRADES 9-12

COMPOSITE ACT
(22 MINIMUM)
                       I I               SAT COMBINED    I II II I               SAT VERBAL
                                         (1030 MINIMUM) COMBINED SCORE MUST BE FROM SINGLE TEST
                                                                                                  II 11 II      SAT MATH         n

• For home schooled students and applicants with GED certifications, the counselor section may be completed by the testing administrator
 Parents may not complete or sign the form as the counselor/principal
                                                                         SELECTION CRITIERIA
STEP 1 ELIGIBILITY REQUIREMENTS                                                                                                                   SECTION D (L( dal! uud)                  ACADEMIC SECTION (to ne ,:ornpleted by counselor)
                                                                         By May 1, 2006, 150 winners selected by an independent panel of
Please read the following eligibility requirements carefully before'     educators will be notified Selection will be based upon'                 Please "•.‘ the applicant on a scale from 1=5 (one being poor, five'being e'kcellent) and provide supporting comments for your rating
completing the application and check the boxes for the statements
                                                                            • Composite ACT (rninimum 22)           • Community Service                                                     14.
that apply to you.
                                                                            • SAT Combined (minimum 1030)           • Leadership                  The Student/Applicant                                                                      Rating.

•     I have/will have graduated high school, home school or                • Cumulative GPA                        • Financial need                       1   meets/exceeds expectations
      have/will have obtained a GED certificate between                                                                                                 2      works/achieves to his/her potential
      August 1, 2005 and June 30, 2006                                   GENERAL RULES                                                                     3   demonstrates willingness to work with others
•     My parent/legal guardian is currently employed full-time              • Selection announcements are made by May 1 2006 The
                                                                                                                                                        4      works through challenges with logical decisions and confidence
      with Wal-Mart Stores, Inc and has worked for at least one                parent Associate must be actively employed at the time of
      continuous year as of January 20, 2006 (Dependents of                                                                                             5      is a worthy candidate for this award
                                                                               notification
      company officers or directors are not eligible to receive                                                                                                                                                          TOTAL POINTS
                                                                            • This $10,000 award is payable over four years ($1250 per
      this award.).
                                                                              spring and fall semesters), applied to cover tuition, fees,
                                                                                                                                                  Place additional comments about the applicant here:
•      I have scored at least 22 on the Composite ACT or                      books, and on-campus room and board only If you receive
       1030 on the SAT Combined                                               funds from another source that pay these items completely,
•      I will be entering a four-year accredited United States college         you are not eligible
       or university approved by Wal-Mart Foundation in the fall            • Payments are sent directly to the student's college or
       semester of 2006 Two-year colleges and government military             university
       academies are not eligible for this award. College courses
                                                                            • Recipients of this award are required to maintain a 3 0 grade
      taken for high school credit are not considered as college
                                                                              point average (GPA), complete a minimum of 12 credit hours
      entrance. (Accrediting bodies funded are. AABC, AARTS,
                                                                              per semester to maintain eligibility, and send term grade           STUDENT ACTIVITIES: Circle the numeric code next to the five most prominent activities in which the applicant has participated, and note
      CCA-AICS, MSA, NASC, NCA, NEASC,CIHE, SACS-CC, WASC-Sr )
                                                                              transcripts immediately upon completion of each term.               positions of leadership served, e g officer, editor, representative, etc

If you satisfy ALL of the qualifications above continue to Step 2.          • Once the student has received the scholarship, he/she will
                                                                                                                                                  01 Athletics                                       11 Yearbook Staff                                    21 National Honor Society
                                                                              continue to receive the award regardless of the status of
                                                                                                                                                  02 Drama                                           12 Boy's/Girl's State                                22 Drill Team/Cheerleader
                                                                              parent's employment with Wal-Mart Stores, Inc provided
STEP 2 GATHER THE NECESSARY MATERIALS FOR ENTRY                               he/she maintains the eligibility requirements                       03 Student Council                                 13 Governor's School                                  23 Key Club

                                                                            • Funds are non-transferable to studies overseas unless               04 Band/Orchestra                                  14 DECA (Distributive Education)                     24 Culture Club
      Complete Section A of the application as directed Separate               payment continues to be made to the U S college
                                                                                                                                                  05 Foreign Language Club                           15 Future Homemakers of America                      25 Science Club
      the front cover from the application Keep the cover page for             or university.
      your records and contact information.                                                                                                       06 Art                                             16 Future Farmers of America                         26 Debate Club
                                                                            • If you are not eligible for this scholarship, you will be entered
       With your parent(s), complete Sections B & C as directed.                                                                                  07 Volunteer Group                                 17 Fellowship of Christian Athletes                  27 SADD
                                                                              automatically into the Wal-Mart Associate Scholarship
       Ask parent(s) to provide a COPY of the required 2004 or 2005           program, provided its basic guidelines are met (see Associate       08 Math Club                                       18 Future Business Leaders of America                 28 Mentoring
       federal income tax return (see application page for details)           Scholarship for details)
                                                                                                                                                  09 Choir                                           19 Journalism                                        29 Other
       (Do not send originals )
                                                                            • If you are eligible for this scholarship under your parent
                                                                                                                                                  10 History Club                                    20 Beta Club
•      With your school counselor, complete Section D as directed              and you are a Wal-Mart Associate, you may also apply for
       Ask him/her to provide a copy of the required transcript                the Wal-Mart Associate Scholarship
       (see application page for details) Keep the counselor's                                                                                    GED RECIPIENTS: Please indicate in the lines below, the circumstances involved in the applicant's decision to obtain the GED equivalency
                                                                            • The Walton Family Foundation reserves the right to alter or         rather than the high school diploma.
       packet sealed
                                                                              discontinue this program at any time without notice,
•     Place all three documents (two-page application, income
      tax return, transcript packet) in a mailing envelope Do not
                                                                         AUTOMATIC DISQUALIFICATIONS
      fold, staple, or bend prior to mailing.
                                                                            • Entries with postmarks after January 20, 2006
▪      If you would like notification that your application was
       received, also include a self-addressed, stamped envelope            • Entries received with postage due
                                                                                                                                                  Counselor/Principal/Testing Administrator. I certify that the academic information provided with this application is correct, as the official
                                                                            • Entries missing any one of the three required components
                                                                                                                                                  school records indicate
STEP 3: MAIL ALL OF THE ABOVE TO:                                             (application, tax return, transcript)
                                                                            • Incomplete/inaccurate information on application,
          The Wal-Mart/SAM'S CLUB Foundation                                  tax return or transcript                                            Counselor/Principal/Testing Administrator                                                                     Date
             Attn: Scholarship Coordinator                                  • Entries not signed in required areas                                                                                                                                                     )
                   702 S.W. 8th Street                                                                                                            School Name/Testing Facility                                                                                  Telephone
                                                                            • Entries with fraudulent information
               Bentonville, AR 72716-0150

    Must be Postmarked NO LATER THAN January 20, 2006                                                                                             E-mail Address

                           (no exceptions)


                                                                                                                                                                      For questions about the WALTON FAMILY FOUNDATION Scholarship contact your Scholarship Coordinator:
    For questions about the Walton Family Foundation Scholarship contact your Scholarship Coordinator at:
                                                                                                                                                                                                       Toll Free 1-800-530-9925 Fax 479-273-6850
                                                                                                                                                                                                               .



                                          Toll Free: 1-800-530-9925          Fax: 479-273-6850
 Fonn     8868                            Application for Extension of Time To File an
 (Rev' ^ember 2006)                               Exempt Organizatidn Return                                                              OMB No 1545-1709
 Department of the Treasury
 Internal Revenue Service                                    ► File a separate application for each return
 •       If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box                                                   ►lx I
 •       If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II (on page 2 of this form)
 Do not complete Part Il unless you have already been granted an automatic 3-month extension on a previously filed Form 8868
     Part I Automatic 3 - Month Extension of Time. Only submit original (no copies needed).
 Section 501(c)(3) corporations required to file Form 990-T and requesting an automatic 6-month extension - check this box
                                                                                                                                                         ► I     I
 and complete Part I only
 All other corporations (including 1120-C filers), partnerships, REMICs, and trusts must use Form 7004 to request an
 extension of time to file income tax returns
 Electronic Filing (e-file). Generally, you can electronically file Form 8868 if you want a 3-month automatic extension of time to file
 one of the returns noted below (6 months for section 501(c)(3) corporations required to file Form 990-T) However, you cannot file
 Form 8868 electronically if (1) you want the additional (not automatic) 3-month extension or (2) you file Forms 990-BL, 6069, or
 8870, group returns, or a composite or consolidated From 990-T. Instead, you must submit the fully completed and signed page 2 (Part II)
 of Form 8868 For more details on the electronic filing of this form, visit wwwirs gov/efile and click on e-file for Charities & Nonprofits.
                       Name of Exempt Organization                                                                             Employer identification. number
 Type or
 print                     WALTON FAMILY FOUNDATION, INC.                                                                         13-3441466
                       Number, street, and room or suite no If a P 0 box, see instructions
 File by the
 due date for
 filing your
                           P.O. BOX 1860
 return See            City, town or post office, state, and ZIP code For a foreign address, see instructions
 instructions
                           BENTONVILLE, AR 72712
     Check type of return to be filed (file a se )crate application for each return)
           Form 990                                     Form 990 - T (corporation)                                         Form 4720
           Form 990-BL                                 Form 990-T (sec. 401(a) or 408(a) trust)                            Form 5227
           Form 990-EZ                                 Form 990-T (trust other than above)                                 Form 6069

     X     Form 990-PF                                 Form 1041-A                                                         Form 8870


 •       The books are in the care of ► BRENDA DEAN

         Telephone No ► 4 79 464-1570 FAX No. ►
                                                                                                                                                      '►
•        If the organization does not have an office or place of business in the United States, check this box                                               1
•        If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN)                                        If this is
for the whole group, check this box ►                   . If it is for part of the group, check this box ►                   and attach a list with the
names and EINs of all members the extension will cover.

 1        I request an automatic 3-month (6 months for a section 501(c)(3) corporation required to file Form 990-T) extension of time
          until                08/15 2007
                    , to file the exempt organization return for the organization named above. The extension
          is for the organization's return for:

          ►     X     calendar year 2006       or
                      tax year beginning                                                  , and ending
          ►

 2        If this tax year is for less than 12 months, check reason I                Initial return   I I Final return I       Change in accounting period


 3a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any
          nonrefundable credits See instructions.                                                                                              $ 795,507.
     b If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments
          made. Include any prior year overpayment allowed as a credit                                                                         $ 795,507.
     c Balance Due. Subtract line 3b from line 3a. Include your payment with this form, or, if required, deposit
          with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See
          instructions.                                                                                                                   3c   $         NONE
Caution. If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EO
for            payment                       instructions.
For Privacy Act and Paperwork Reduction Act Notice, see Instructions. Form 8868 (Rev 12-2006)




JSA
6F8054 3 000

           4PNOOR 8418 05/10/2007 08:21:21 V06•5                                                                                                    1,
        F,- •n       8868            (Rev             12-2006)                                                                                                 Page 2
              ou are filing for an Additional (n.ot automatic) 3-Month Extension complete only Part II and check this box                                     ►IX
     Note. Only complete Part II if              have already been granted an automatic 3-month extension on a previously filed Form 8868.
     • If ou are filing for an Automatic 3-Month Extension, corn lete only Part I (on page 1).
                     Additional (not automatic) 3-Month Extension of Time. You must file original and one copy.
                       Name of Exempt Organization                                                                         Employer identification number
    Type or
    print                WALTON FAMILY FOUNDATION, INC.                                                                     13-3441466
    File by the        Number, street, and room or suite no If a P.O box, see instructions.                               For IRS use only
    extended
    due date for         P.O. BOX 1860
    filing the         City, town or post office, state, and ZIP code. For a foreign address, see instructions.
    return See
    instructionsBENTONVILLE,                                  AR 72712
    Check type of return to be filed (File a separate application for each return):
         Form 990                             Form 990-PF                                                                 Form 1041-A                   Form 6069
              Form 990-BL                                   Form 990-T (sec. 401(a) or 408(a) trust)                      Form 4720                     Form 8870
              Form 990-EZ                                   Form 990-T (trust other than above)                           Form                    5227
    STOP! Do not complete Part II if you were not already granted an automatic 3-month extension on a previously filed Form 8868.
    •   The books are in the care of ► BRENDA                                                DEAN
        Telephone No ► 479 4 64 - 1570 FAX No ►
   • If the organization does not have an office or place of business in the United States, check this box
   • If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . If this is
                                                                                                                      I
   for the whole group, check this box ► I I. If it is for part of the group, check this box ► I and attach a list with the
                                                        .



   names and EINs of all members the extension is for.
     4 I request an additional 3-month extension of time until                               11/15,20 07
     5 For calendar year 2006 , or other tax year beginning                        20     and ending
     6 If this tax year is for less than 12 months, check reason: I I Initial return I I Final return I I Change in accounting period
     7 State in detail why you need the extension ADDITIONAL TIME IS NEEDED TO ACCUMULATE THE
          INFORMATION NECESSARY TO FILE A COMPLETE AND ACCURATE RETURN.

   8a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any
             nonrefundable credits. See instructions                                                                                            8a '",;A9094;2
    b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated
      tax payments made. Include any prior year overpayment allowed as a credit and any amount paid
             reviously with Form 8868.                                                                                                          8b '";A9094;2
    c Balance Due. Subtract line 8b from line 8a. Include your payment with this form, or, if required, deposit
          with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System) See
          instructions                                                                                                                      8c $             NONE
                                                                        Signature and Verification
  Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief,
  it is true, correct, and compiet and that I am au   ed to prepare this form

 Signature 11.-                                                                           Title ► CPA                               Date )1--
                                                                                                                                                   ell (07

                                                     Notice to Applicant. (To Be Completed by the IRS)

  fl      We have approved this application Please attach this form to the organization's return
         We have not approved this application. However, we have granted a 10-day grace period from the later of the date shown below or the due
          date of the organization's return (including any prior extensions) This grace period is considered to be a valid extension of time for elections
          otherwise required to be made on a timely return Please attach this form to the organization's return.
             We have not approved this application After considering the reasons stated in item 7, we cannot grant your request for an extension of time
             to file We are not granting a 10-day grace period

             We cannot consider this application because it was filed after the extended due date of the return for which an extension was requested
             Other


                                                                                   By
  Director                                                                                                                                       Date

 Alternate Mailing Address. Enter the address if you want the copy of this application for an additional 3-month extension
 returned to an address different than the one entered above.
                  Name

                             WALTON ENTERPRISES, LLC
[yzo"y}           Number and street (Include suite, room, or apt. no.) or a P.O. box number
z}sx©
                             P.O. BOX 1860
                  City or town, province or state, and country (Including postal or ZIP code)

                             BENTONVILLE, AR 72712
                                                                                                                                         Form    8868 (Rev 12-2006)
JSA
6F8055 000

								
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