The Foundation that Sam Built

2012 Walmart Shareholders' Meeting

June 01, 2012

2012 Walmart Shareholders' Meeting

Jim and Alice,  is this bringing back memories for you as well?  In fact, would you join me on stage? 

Ladies and gentlemen, please welcome my brother Jim and my sister Alice… [Rob, Jim & Alice  share memories ]

Well, Jim and Alice, we could go on like this all morning.... but we've got to move on to the business at hand...See you back up here again a  little later. 

***

I can't tell you how much it means to me and the family to be here with all of you on this 50th anniversary.

Wasn't that recording of dad that we played earlier amazing?

I have to tell you what really amazes me 20 years later is just how right he was. 

We did in fact go on to seize the opportunity and become a retailing force the world had never seen before.

Back then, Sam's Club was a $6 billion dollar business.  Today, it's a $50 billion dollar business.

Back then, Walmart was a $32 billion dollar business and had just become the largest retailer in America.  Today, we are a $440 billion dollar global business serving 200 million customers in 27 countries.

In fact, based on sales, the company has grown more than 11 times over the last two decades.

Dad and Mother, who was his partner in everything, would be really proud of what you've accomplished. But they didn't measure the company's success in setting new financial records or being the biggest. 

They ultimately measured it by the lives we improved. 

What made Walmart special was their absolute belief in the potential of people.

It's like what dad said to the managers 20 years ago:  "Each of us can be much, much more than we ever dreamed we could be.

And he went on to tell us what it would take: integrity, dedication and having someone  who cared enough about you to make you better."

Dad always had a kind of restless dissatisfaction with the state of things. No matter how good we already were, he believed there ought to be an even better way.

Change was absolutely constant.

He wanted us to push ourselves beyond what we had already achieved.

It's why he listened intently to associates to get their ideas for doing an even better job for customers. 

It's why he encouraged managers to really care about their people and invest in their development.

He expected us to hold ourselves to higher standards, and it started with integrity.

When we act with integrity, associates, suppliers and customers can trust us to deal honestly and openly with them.  He understood there could be no trust without transparency.

This is the foundation that Sam built.

And it set a tone and an expectation for everything we do.

If he were here today, he'd urge us to innovate and find more ways to raise the quality of products while making them even more affordable. 

He'd challenge us to win in e-commerce and figure out how to give our customers what they want in this "anytime, anywhere" world we live in today. 

He'd expect us to move even faster in reaching our sustainability goals and improving more lives all along our supply chain. 

He'd ask us to engage in critical self-examination and to always have the humility to change what needs changing.

Most of all, he'd want us to believe that there's no limit to how much farther we can go.

We have the best talent in global retail today.

We have a strong management team.

No one loves or embodies our culture more than Mike Duke. Mike, thank you for your leadership.

Let's prove my Dad right once again. 

Let's do things no other company has done before as we head into our next 50 years.

In 1991, Dad attended his last Shareholders' meeting.  He was in his element and the crowd was fired up. 

At one point, David Glass proudly announced how much Wal-Mart shares had increased since 1976.

Dad quickly made sure to remind everyone that we could do better.  He interrupted David and shouted to the audience:  "And it's only just begun…    Do you believe it? Let me hear you say it!"

And in true Walmart fashion, the entire arena starting cheering: "It's only just begun." 

Little did we know.

50 years ago, when we opened the first store in Rogers, Arkansas ....we had only just begun.  

20 years ago when my Dad handed over Walmart to the next generation of leaders, we had only just begun. 

And today, as we stand on the edge of a new era in retail, we've still only just begun to help people save money so they can live better.

Do you believe it? 

Do you agree?

***

Governance and Board Introductions

We’ll move now to the business portion of our meeting.

I can tell from your enthusiastic response, what a great crowd we have here this morning. I can see that our associates are excited to be a part of this great week.

We may also be joined today by a few who may choose to disrupt our meeting. 

We, of course, hope they will respect all of the individuals in the arena who are trying to listen to today’s program. But we should not be surprised if they try to make themselves heard.

And now on with the meeting.

As Walmart's Chairman, I will act as chairman of this meeting. Jeff Gearhart, our Corporate Secretary, will serve as secretary of this meeting.

The inspectors of the election today are from Broadridge Financial Services, Inc.  

They are Peter Descovich and Brandon VanManen . 

Based on the report from the inspectors of the election, we have a quorum with approximately (X) shares present in person or by proxy ....or approximately (X) percent of the shares outstanding and eligible to vote.

Since a quorum is present, we may proceed with the business portion of the meeting.

The polls are now open. 

They will remain open until approximately 10:15 a.m. and we will announce the preliminary results before the end of the meeting.

Only shareholders who owned shares as of the close of business on April 4, 2012 and who have not already voted by proxy ....or those who wish to change a vote previously submitted,  should vote today.

If you have not voted or wish to change your vote, please raise your hand and the ushers will pass you a ballot. 

Your vote will be included in the final count.

Before I introduce the Board of Directors, I want to take a moment to personally address our commitment to strong governance, and the structure and practices we have in place to serve our shareholders.

We have a long-standing commitment to Board independence.  We separated the roles of chairman and CEO in 1988  when Dad became Chairman and David Glass CEO.

Ten of our current board members are independent and we have an independent presiding director.

With today's election, we expect to add an additional independent director.

All directors must stand for election each year and they must receive majority votes.

We've also added an additional board meeting to the 2012 calendar to provide more face-to- face –to-face time with management, and last year we had a strong attendance rate of 98 percent.

Our governance is rooted in the foundation of values that Dad put in place.

From our earliest days, Walmart has had a history of holding itself and every associate to the highest standards of integrity. 

As I said earlier, he'd push us to continue to maintain the highest standards. 

And how we succeed will continue to be as important as our success itself.

I can assure you that the Board today shares this commitment.

That's why we are taking the allegations related to our compliance with the Foreign Corrupt Practices Act very seriously.

As you know, seven months ago, the Audit Committee of the  Walmart Board of Directors, which is comprised solely of  independent directors, launched an investigation by outside counsel and other  advisors who have FCPA expertise. 

The Audit Committee is using every resource necessary to ensure a thorough and comprehensive inquiry, and has instructed the independent investigators to go where the facts lead them.

We are also cooperating with the Department of Justice and the SEC to find out exactly what happened.

And in addition to the investigation, the company is committed to continuing its effort  to further strengthen its FCPA compliance program around the world. This work is ongoing and continues every day.

Let me be clear.

Acting with integrity is not a negotiable part of our business. It is our business.

We will not tolerate violations of the FCPA, or ethical wrong doing of any kind.

If violations of the law or company policies occurred, appropriate action will be taken.

This is our commitment as a Board – and my personal commitment – to each of you, our associates and shareholders. 

We will do the right thing the right way.

You have my word on that.

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