Remarks as Prepared for Mike Duke President and CEO of WalMart Stores, Inc. WalMart Shareholders Meeting

Thank you, Linda. I really appreciate that introduction. And I appreciate the role that the Board of Directors plays in making WalMart a great company.

And to all of the associates here, let me just say: I appreciate you -- each and every one of you. We know what’s behind our success at WalMart. It’s almost 2.2 million hard working associates around the world. I believe that what Sam Walton used to say is still true today: “Our people make the difference.”

Rob Walton was very kind in what he said about David, Lee and me. That sort of continuity among CEOs is pretty rare these days. But it does happen at Wal-Mart. As Rob said, I think it speaks volumes about the culture that Sam Walton created.

Each of us is a steward of this culture and the Wal-Mart mission. We have to be every day, in every store, with every customer. At the same time, saving people money so they can live better is bigger than any individual, especially a CEO. This mission is an opportunity and a responsibility that we all share, to make a difference in the lives of hundreds of millions of people around the world.

And never has this mission been more important - or more relevant - than right now. I’m absolutely convinced that these are the times that Sam Walton built your company for.

Over the past year, our performance has been strong. I know Tom touched on these numbers before, but I think they’re worth repeating. Last fiscal year, earnings were up 6 percent to $3.35 per share. We returned $7.3 billion to you, our shareholders, through dividends and share repurchases. We closed the year with about $11.6 billion in free cash flow. And our worldwide sales surpassed, for the first time, $400 billion.

These would be good results in any year. But this has been far from any old year. We’re living through and working through the toughest global economy in decades. You have so much to be proud of.

And you should be proud that we’re already off to a good start this year. In the 1st quarter, our earnings and comp sales were strong. We continue to outperform the market. We have a strong balance sheet and great access to capital markets. We’ve also increased our dividend by 15 percent, and this is at a time at a time when a record number of companies decreased or even eliminated their dividends.

Shareholders are really seeing this company’s culture of sound financial management pay off. You’re also seeing the depth and talent of our leadership team -- with Eduardo in the U.S., Doug at International, Brian at Sam’s, and the other corporate leaders that I get to work with everyday.

You know, I’m so proud of the job that our leadership team and everyone here and everyone in our stores has done. When you think about it, we did what we set out to do over the last couple of years. All around the world, we built a better Wal-Mart.

We’ve improved our merchandise. The products and services and brands that our customers want are on our shelves.

We’ve improved the store experience. Customers are able to shop our stores quickly and conveniently and with the help of friendly associates.

We’ve reemphasized price leadership. Customers know that when we say our prices are unbeatable, we mean unbeatable.

We’ve strengthened our formats around the world. Customers are getting the experience that they want, and we’re getting the efficiency that we need.

We’ve also made real progress on big issues like health care and sustainability. Customers and elected officials recognize and appreciate that leadership.

So regardless of the country or the language, people everywhere trust our company. They trust Wal-Mart. They trust you.

And let me say, the improvements we’ve made are permanent and sustainable. We are not going back. This is important because the mindset of our customers is not going back.

I believe the economic crisis has brought a fundamental shift in consumer attitudes and behavior. There is a “new normal” in which people want to save money and are getting smarter about saving money. They understand and appreciate the value of value.

So let me be clear, and people ask me about this all the time, our customers will stay with us when this economy turns around and they have more discretionary money to spend. We are building long term loyalty to Wal-Mart.

So does this mean that we can go back to our offices, our stores and our clubs, and relax and take it easy for a while? Of course not. That’s not us. As Sam once said, “We just don’t feel good unless we’re moving forward and upward.” And that’s an important part of my own approach. So let me tell you a little about that.

First, I really care about people. Anyone who has worked with me knows that I invest in people and want them to grow. Setting high standards is an essential part of that.

I also have a passion for retailing. I love spending time in our stores and clubs, and I especially love meeting customers in their homes. And I value our suppliers and work hard to listen to them and understand their businesses.

I love this company, its culture, how we treat people, and what we stand for and believe in.

I also really love to compete, but only when we win. Therefore, we only play with a plan for winning.

So let me ask you this: how can we go beyond building a better Wal-Mart? How do we build the best Wal-Mart possible?

I believe we have more opportunities today than ever in our history. Because of the “new normal,” because we’ve built so much trust, we can truly lead -- for our customers, for our shareholders, for our planet.

But we must seize this moment in time.

If you’ve been in a meeting with me over the last couple of months, you’ve heard what I believe we need to do. All of us as a team must broaden and accelerate what we’re already doing well. That means having a greater sense of urgency. We can’t waste a second. And it means everyone in the Wal-Mart family around the world is participating. Everyone will be included.

And where we can do better, we will innovate. We will change. We will improve. Sam Walton said that one of the greatest strengths of Wal-Mart’s culture is our ability to turn on a dime. And I believe Mr. Sam was right. We should not hesitate to call on that strength.

So how can we put this into action? I believe we can do much more to act as a global company and leverage our strengths around the world. We need to see ourselves not just as Wal-Mart U.S. or International or Sam’s Club, but as one global company.

That means creating, and when appropriate, sharing systems and processes that lower costs. It means doing a better job of global sourcing, and leveraging our purchasing worldwide. It means winning the talent war -- by recruiting the best, by developing and investing in associates, and by sharing knowledge and ideas across borders. It means managing costs in our operations everywhere, so that we can continue to be aggressive in saving customers money.

We need to be obsessed with understanding customers in every market we operate in. And we need to serve customers however they want to shop -- whether it’s on a mobile phone, a laptop, or in a local store. We also need to see ourselves and conduct ourselves not as Goliath, but as David -- not as a giant, but as a nimble and innovative competitor in every market.

So this is not a time to slow down. This is not a time to take comfort in our success. This is Wal-Mart’s time to look to the future and seize the opportunity to truly lead around the world.

I believe we are doing this in the area of sustainability. We know how much this focus has made a difference for our company. Sustainability has helped us make our operations more efficient. We’ve also stepped out and helped our customers, our suppliers, and our communities be more socially and environmentally responsible. Today, we’re playing a larger role in society that few of us ever thought we would play. We’re going to continue to focus and lead on sustainability.

At the same time, I believe we have a big opportunity to lead with our people. As I said before, I really love people. There is so much that we have in common -- regardless of where we’re from, the positions we hold, or how long we’ve been with the company.

As you heard throughout the morning, we see ourselves as a family. We care deeply about our communities. And we value opportunity.

At WalMart, our associates have real opportunities to advance and build a career. Nearly three-quarters of store management in the U.S. started with us as hourly associates.

We’re creating jobs. Last year, your Wal-Mart created 63,000 jobs around the world, including 33,000 jobs in the U.S. And when the company does well financially, we share our results with associates. In fact, for their 2008 performance, we distributed well over a billion dollars worldwide to hourly associates in incentive bonuses.

This year, I want our company to build on the progress we’ve made in associate opportunity. We can make a big difference here. We can change the way people everywhere look at training and development in a company of our size. And we can be part of the solution to some big issues facing the countries we operate in.

Issues like having a well-trained workforce to meet the challenges of the 21st century; offering working people a path into a better life - whether they live in rural America or cities in emerging countries; helping women - who for too long have been left out of too many economies - climb the career ladder.

Many of our associates build careers at Wal-Mart -- taking on new roles and growing and developing with us, just like a lot of people here today. And for many associates, a Wal-Mart job is their first job.

Like Eduardo said, we can strengthen the training and educational opportunities that all associates receive while working at Wal-Mart. We can offer a clearer career path to achievement. And if we do that, we will provide our associates with an even stronger foundation for their futures.

Let me make another important point on this topic, I know we’ve made improvements in the areas of diversity and inclusion. In fact, this week I was excited to kick off the first meeting of the President's Global Council of Women Leaders. They’re an important group that we’re going to look to for advice. But I’m still not satisfied with our progress to date.

Anyone who knows me and my priorities, knows how much I value diversity and inclusion. No one should be left out. Every Wal-Mart associate deserves the opportunity to achieve their fullest potential at this company and in life.

At Wal-Mart, we’ve always taken the long perspective. We have a culture built on trust and integrity. We are passionate about helping our customers live better. And I think we’ve set an example that shows business can be trusted.

The issues we face in the world today are going to require business to be part of the solution. And they’re going to require business and government and NGOs to work together. It’s the only way the world is going to emerge stronger from this difficult time.

The fact is the global economy will grow again and create jobs again. But will our prosperity be built on a solid foundation - a foundation that is sustainable? Or will it be built on sand?

I believe we can and must have an economy that is greener - that uses fewer fossil fuels and relies more on renewable forms of energy. I believe we can have a population that is healthier and has access to affordable and quality health care. I believe we can have a global workforce that has the skills and knowledge it needs to succeed in good times and transition when times get tough. I believe we are helping working men and women everywhere not just aspire to a better life but get there and live there securely.

Your WalMart will broaden and accelerate - broaden and accelerate - our commitment to associates, to sustainability, to responsible sourcing. Your Wal-Mart will lead.

As part of the WalMart family, we have a very special opportunity and responsibility. It comes from how we’ve performed and positioned ourselves. It comes from the mission of saving people money so they can live better. But above all, it comes from who we are as individuals and the culture we all share.

This is your WalMart. And this is my Wal-Mart. We are almost 2.2 million associates strong. We operate more than 7,900 stores in 15 countries. And more than 200 million customers and members around the world go through our check out lines each week.

This is the extraordinary company that we’re all a part of. And never has there been a time when the strengths of our company were more aligned with what the world needs than right now. This is true for how we can help the world save money, but also for how we can help the world live better.

Let me leave you with one final thought. I am so proud to have been selected to lead this great company and work shoulder to shoulder with all of you. My wife, Susan, and my family are so proud to be in this role as part of the worldwide Wal-Mart family.

I commit to all of you, as your CEO, that I will serve you with trust and integrity. I commit to you that I will honor our culture and the legacy of Sam Walton.

And I promise you always my personal best, and I will require your personal best, so that together we can seize this moment, and we can be the best Wal-Mart that we can be.

Thanks to each and every one of you.