ITEM 1. BUSINESS

General

Wal-Mart Stores, Inc. (“Walmart,” the “Company” or “we”) operates retail stores in various formats around the world and is committed to saving people money so they can live better. We earn the trust of our customers every day by providing a broad assortment of quality merchandise and services at everyday low prices (“EDLP”) while fostering a culture that rewards and embraces mutual respect, integrity and diversity. EDLP is our pricing philosophy under which we price items at a low price everyday so our customers trust that our prices will not change under frequent promotional activity. Our consolidated financial statements are based on a fiscal year ending on January 31 for our United States (“U.S.”) and Canadian operations and December 31 for all other operations. During the fiscal year ended January 31, 2012, we generated net sales of approximately $443.9 billion.

Currently, our operations comprise three reportable business segments: the Walmart U.S. segment; the Walmart International segment; and the Sam’s Club segment.

Our Walmart U.S. segment is the largest segment of our business, accounting for approximately 60% of our fiscal 2012 net sales and operates retail stores in various formats in all 50 states in the U.S. and Puerto Rico, as well as Walmart’s online retail operations, walmart.com.

Our Walmart International segment consists of retail operations in 26 countries. This segment generated approximately 28% of our fiscal 2012 net sales. The Walmart International segment includes numerous formats of retail stores, restaurants, Sam’s Clubs and online retail operations that operate outside the U.S.

Our Sam’s Club segment consists of membership warehouse clubs operated in 47 states in the U.S. and Puerto Rico, as well as the segment’s online retail operations, samsclub.com. Sam’s Club accounted for approximately 12% of our fiscal 2012 net sales.

We maintain our principal offices at 702 S.W. 8th Street, Bentonville, Arkansas 72716, USA.

The Development of Our Company

Although Walmart was incorporated in Delaware in October 1969, the businesses conducted by our founders began in 1945 when Sam M. Walton opened a franchise Ben Franklin variety store in Newport, Arkansas. In 1946, his brother, James L. Walton, opened a similar store in Versailles, Missouri. Until 1962, our founders’ business was devoted entirely to the operation of variety stores. In that year, the first Wal-Mart Discount City, which was a discount store, opened in Rogers, Arkansas. In fiscal 1984, we opened our first three Sam’s Clubs, and in fiscal 1988, we opened our first supercenter. In fiscal 1999, we opened our first Neighborhood Market.

In fiscal 1992, we began our first international initiative when we entered into a joint venture in Mexico, in which we owned a 50% interest along with Cifra S.A. de C.V. (“Cifra”). In 1998, we acquired the controlling interest in Cifra, and in February 2000, Cifra officially changed its name to Wal-Mart de Mexico, S.A. de C.V. Since fiscal 1992, our international presence has continued to expand. At January 31, 2012, our Walmart International segment conducted retail business in 26 countries.

Our Business Segments

The Company is engaged in the operation of: retail stores located throughout the United States; its wholly-owned subsidiaries in Argentina, Brazil, Canada, China, Japan and the United Kingdom; its majority-owned subsidiaries in Chile, Mexico, 12 countries in Africa, and 5 countries in Central America; and its joint ventures in India and China and other controlled subsidiaries in China. The Company defines its segments as those business units whose operating results the chief operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources.

The Walmart U.S. segment includes the Company’s mass merchant concept under the “Walmart” or “Wal-Mart” brand, as well as walmart.com. The Walmart International segment consists of the Company’s operations outside of the U.S. The Sam’s Club segment includes the warehouse membership clubs in the U.S., as well as samsclub.com.

The Company measures the results of its segments using, among other measures, each segment’s operating income, which we calculate by including certain corporate overhead allocations. From time to time, we revise the measurement of each segment’s operating income, including any corporate overhead allocations, as dictated by the information regularly reviewed by our CODM. When we do so, the prior period amounts for segment operating income are reclassified to conform to the current period’s presentation.

Walmart U.S. Segment

The Walmart U.S. segment had net sales of $264.2 billion, $260.3 billion and $259.9 billion for fiscal 2012, 2011 and 2010, respectively. During the most recent fiscal year, no single supercenter, discount store, Neighborhood Market or other small store format location accounted for as much as 1% of total Company net sales.

General. As a mass merchandiser of consumer products, the Walmart U.S. segment operates retail stores in all 50 states and Puerto Rico, with supercenters in 48 states and Puerto Rico, discount stores in 45 states and Puerto Rico and Neighborhood Markets and other small store formats in 18 states and Puerto Rico. Supercenters range in size from 78,000 square feet to 260,000 square feet, with an average size of approximately 182,000 square feet. Our discount stores range in size from 30,000 square feet to 219,000 square feet, with an average size of approximately 106,000 square feet. Neighborhood Markets and other small formats range in size from 3,000 square feet to 64,000 square feet, with an average size of approximately 38,000 square feet. From time to time, Walmart U.S. tests different store formats to meet market demands and needs. Customers can also purchase a broad assortment of merchandise and services online at www.walmart.com.

WALMART U.S. SEGMENT

UNIT COUNT AND RETAIL SQUARE FEET ⁽¹⁾

	Walmart U.S.Supercenters											Walmart U.S.Discount Stores
Fiscal Year	Opened		Closed		Conversions⁽²⁾			Total		SquareFeet		Opened		Closed			Conversions⁽²⁾			Total		SquareFeet
Balance Forward									2,262		422,167										1,083		115,487
2008		82		—		109			2,453		457,472		7		(2	)		(109	)		979		105,541
2009		88		—		79			2,620		487,907		2		(4	)		(79	)		898		97,156
2010		49		—		86			2,755		510,757		—		(2	)		(86	)		810		87,721
2011		50		—		102			2,907		534,577		—		—			(102	)		708		75,116
2012		43		—		79			3,029		552,237		—		—			(79	)		629		66,402

			Walmart U.S.Neighborhood Markets and Other Small Formats											TotalWalmart U.S. Segment
Fiscal Year			Opened		Closed			Total		SquareFeet				Opened ⁽³⁾			Closed			Total		SquareFeet
Balance Forward									143		5,485										3,488		543,139
2008				20		—			163		6,365				109			(2	)		3,595		569,378
2009				24		(2	)		185		7,193				114			(6	)		3,703		592,256
2010				5		—			190		7,374				54			(2	)		3,755		605,852
2011				2		(3	)		189		7,374				52			(3	)		3,804		617,067
2012				27		(6	)		210		8,047				70			(6	)		3,868		626,686

(1) “Total” and “Square Feet” columns are as of January 31 for the years shown. Retail square feet are reported in thousands.

(2) Includes conversions of discount stores to supercenters.

(3) Total opened, net of conversions of discount stores to supercenters.

Merchandise. Walmart U.S. does business in six strategic merchandise units, listed below, across several store formats including supercenters, discount stores, Neighborhood Markets and other small store formats. The percentage of net sales calculated below reflects sales of our brick and mortar stores, as well as sales of our online business.

(1) Grocery consists of a full line of grocery items, including meat, produce, deli, bakery, dairy, frozen foods, alcoholic and nonalcoholic beverages, floral and dry grocery, as well as consumables such as health and beauty aids, baby products, household chemicals, paper goods and pet supplies;

(2) Entertainment contains electronics, toys, cameras and supplies, photo processing services, cellular phones, cellular service plan contracts and prepaid service and books;

(3) Hardlines consist of stationery, automotive accessories, hardware and paint, sporting goods, fabrics and crafts and seasonal merchandise;

(4) Health and wellness includes pharmacy and optical services;

(5) Apparel includes apparel for women, girls, men, boys and infants, shoes, jewelry and accessories; and

(6) Home includes home furnishings, housewares and small appliances, bedding, home décor, outdoor living and horticulture.

The Walmart U.S. segment also offers financial services and related products, including money orders, wire transfers, check cashing and bill payment. These services total less than 1% of annual sales.

Nationally advertised merchandise represents a significant portion of the merchandise sold in the Walmart U.S. segment. We also market lines of merchandise under our private-label store brands including: “Canopy,” “Equate,” “Everstart,” “Faded Glory,” “George,” “Great Value,” “Hometrends,” “Mainstays,” “Marketside,” “No Boundaries,” “Ol’ Roy,” “Ozark Trail,” “Parent’s Choice,” “Prima Della,” “Puritan,” “Spring Valley” and “White Stag.” The Company also markets lines of merchandise under licensed brands, some of which include: “Better Homes & Gardens,” “Danskin Now,” “Disney,” “General Electric,” “Just My Size,” “OP,” “Rival” and “Starter.”

The percentage of net sales for the Walmart U.S. segment, including online sales, represented by each strategic merchandise unit was as follows during the fiscal years ended:

	January 31,
STRATEGIC MERCHANDISE UNITS	2012			2011
Grocery		55	%		53	%
Entertainment		12	%		12	%
Hardlines		10	%		11	%
Health and wellness		11	%		11	%
Apparel		7	%		8	%
Home		5	%		5	%

Total		100	%		100	%

Periodically, we make revisions to the categorization of the components comprising our strategic merchandise units. When revisions are made, we also adjust the previous period’s presentation to maintain comparability.

Operations. Hours of operation for nearly all supercenters and an increasing number of discount stores and Neighborhood Markets are 24 hours each day. Hours of operation for the remaining supercenters, discount stores, Neighborhood Markets and other small store formats vary by location, but are generally 7:00 a.m. to 10:00 or 11:00 p.m., seven days a week. We accept a variety of payment methods including cash, check, debit and credit cards, electronic benefits transfer cards, a private-label store credit card issued by a third-party provider and online payments through PayPal. In addition, our pharmacy and optical departments accept payments for products and services through our customers’ health benefit plans.

Seasonal Aspects of Operations. The Walmart U.S. segment’s business is seasonal to a certain extent due to different calendar events, national and religious holidays, as well as different climatic conditions. Historically, its highest sales volume and segment operating income occur in the fiscal quarter ending January 31, which includes the holiday season, and the lowest sales volume and segment operating income occur during the fiscal quarter ending April 30.

Competition. The Walmart U.S. segment competes with a variety of local, national and global chains in the supermarket, discount, grocery, department, dollar, drug, variety and specialty stores, supercenter-type stores, hypermarkets, internet-based retailers and catalog businesses. We also compete with other retailers for new store sites.

Our ability to develop, open and operate units at the right locations and offer value and service to our customers largely determines our competitive position within the retail industry. We employ many programs designed to meet competitive pressures within our industry. These programs include the following:

• EDLP – our commitment to price leadership and our pricing philosophy under which we price items at a low price every day so our customers trust that our prices will not change under frequent promotional activity;

• Rollbacks – our commitment to continually pass cost savings on to the customer by lowering prices on selected goods;

• Save Even More – a strategy to meet or be below a competitor’s advertised price;

• Store of the Community – a program to ensure the merchandise assortment in a particular store fits the demographic needs of the local community in which that store is located; and

• Clean, Fast and Friendly – our commitment to deliver a great customer experience through fast, friendly service in a clean environment.

We offer a broad assortment of merchandise that provides one-stop shopping, in-stock levels that give our customers confidence that we will have the products they need and operating hours that allow customers to shop at their convenience.

Distribution. During fiscal 2012, approximately 80% of the Walmart U.S. segment’s purchases of merchandise were shipped to the stores through our distribution centers, which are located strategically throughout the United States. The balance of merchandise purchased was shipped directly to stores from suppliers. General merchandise is transported to stores primarily through our private truck fleet. However, we contract with common carriers to transport the majority of our perishable and dry grocery merchandise.

Our Walmart U.S. segment operations are supported by 133 distribution facilities as of January 31, 2012, located strategically throughout the U.S. Of these 133 distribution facilities, we owned and operated 105. We owned and a third party operated one distribution facility and third parties owned and operated the remaining 27 distribution facilities. In addition to servicing the Walmart U.S. segment, some of our Walmart distribution centers also service our Sam’s Club segment for certain items.

Walmart International Segment

The Walmart International segment’s net sales for fiscal 2012, 2011 and 2010, were $125.9 billion, $109.2 billion and $97.4 billion, respectively. During the most recent fiscal year, no single unit accounted for as much as 1% of total Company net sales.

General. Our Walmart International segment is comprised of our wholly-owned subsidiaries operating in Argentina, Brazil, Canada, China, Japan, and the United Kingdom; our majority-owned subsidiaries operating in Chile, Mexico, 12 countries in Africa and 5 countries in Central America; our joint ventures in China and India and our other controlled subsidiaries in China. Walmart International operates units under approximately 70 banners in numerous formats, including discount stores, supermarkets, supercenters, hypermarkets, websites, warehouse clubs, restaurants, and apparel stores. Also, on a limited basis, our Walmart International segment operates banks that provide consumer lending.

WALMART INTERNATIONAL SEGMENT

UNIT COUNT AND RETAIL SQUARE FEET ⁽¹⁾

	Africa				Argentina				Brazil				Canada				CentralAmerica				Chile
Fiscal Year	UnitCount		SquareFeet		UnitCount		SquareFeet		UnitCount		SquareFeet		UnitCount		SquareFeet		UnitCount		SquareFeet		UnitCount		SquareFeet
Balance Forward		—		—		13		2,427		299		23,789		289		33,591		413		7,128		—		—
2008		—		—		21		3,789		313		24,958		305		36,590		457		7,822		—		—
2009		—		—		28		4,301		349		26,594		318		39,501		502		8,277		197		9,564
2010		—		—		43		5,185		434		28,695		317		40,225		519		8,441		252		10,437
2011		—		—		63		6,211		479		30,272		325		42,005		549		8,739		279		11,115
2012		347		18,529		88		7,270		512		31,575		333		43,738		622		9,501		316		11,785

	China				India				Japan⁽²⁾				Mexico				UnitedKingdom				Total WalmartInternational
Fiscal Year	UnitCount		SquareFeet		UnitCount		SquareFeet		UnitCount		SquareFeet		UnitCount		SquareFeet		UnitCount		SquareFeet		UnitCount		SquareFeet
Balance Forward		73		13,583		—		—		422		26,926		889		50,401		335		26,800		2,733		184,645
2008		202		36,391		—		—		420		24,569		1,023		56,804		352		27,868		3,093		218,791
2009		225		39,973		—		—		417		24,514		1,201		63,067		358		29,011		3,595		244,802
2010		279		49,401		1		50		414		24,292		1,469		69,067		371		30,053		4,099		265,846
2011		328		56,317		5		270		414		24,513		1,730		76,229		385		31,009		4,557		286,680
2012		370		62,124		15		826		419		24,521		2,088		85,253		541		33,765		5,651		328,887

(1) “Square Feet” columns are reported in thousands. Walmart International unit counts, with the exception of Canada, are stated as of December 31 for fiscal 2012 through 2009. Canada unit counts are stated as of January 31 for fiscal 2012 through 2009. For fiscal 2008, all country balances are stated as of January 31, 2008.

(2) All periods include the Wakana units, which are take-out restaurants generally less than 1,000 square feet in size. The information for fiscal 2009, fiscal 2008 and the balance forward in the table excludes 23 Seiyu units closed in fiscal 2010.

Walmart International has a diverse portfolio with approximately 70 banners, represented in three major categories: retail, wholesale and other. Generally, retail centers range in size from 8,900 square feet to 110,000 square feet. Our wholesale stores generally range in size from 35,000 square feet to 70,000 square feet. Other, including restaurants in Chile, Japan and Mexico, range in size from under 1,000 square feet to 4,200 square feet. Unit counts⁽¹⁾ for Walmart International are as follows:

Geographic Market	Retail		Wholesale		Other		Total
Africa ⁽²⁾		249		98		—		347
Argentina		88		—		—		88
Brazil		429		83		—		512
Canada		333		—		—		333
Central America ⁽³⁾		620		2		—		622
Chile		314		—		2		316
China		364		6		—		370
India		—		15		—		15
Japan		367		—		52		419
Mexico		1,600		124		364		2,088
United Kingdom		541		—		—		541

International Total		4,905		328		418		5,651

(1) Walmart International unit counts, with the exception of Canada, are stated as of December 31, 2011 to correspond with the country’s balance sheet date.

(2) Africa includes Botswana, Ghana, Lesotho, Malawi, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Tanzania, Uganda and Zambia.

(3) Central America includes Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua.

Merchandise. The merchandising strategy for the Walmart International segment is similar to that of our operations in the United States in terms of the breadth and scope of merchandise offered for sale. While brand name merchandise accounts for a majority of sales, numerous store brands not offered for sale in the U.S. stores and clubs have been developed to serve customers in the different markets in which the Walmart International segment operates. In addition, steps have been taken to develop relationships with local suppliers in each country to ensure reliable sources of quality merchandise.

Operations. The hours of operation for operating units in the Walmart International segment vary by country and by individual markets within countries, depending upon local and national ordinances governing hours of operation. We accept a variety of payment methods including cash, check, debit and credit cards, private-label store credit cards issued by third-party providers, and in Canada, Chile and Mexico, credit cards issued by our subsidiaries. Limited consumer finance programs exist in certain markets to facilitate the purchase of goods by the customer. Across the Walmart International segment, we are leveraging best practices, lessons from multiple store formats and global sourcing practices.

Seasonal Aspects of Operations. The Walmart International segment’s business is seasonal to a certain extent. Historically, the segment’s highest sales volume and operating income occur in our fiscal quarter ending January 31 and the segment’s lowest sales volume and operating income occur in the fiscal quarter ending April 30. The seasonality of the business varies by country due to different national and religious holidays, festivals and customs, as well as different climatic conditions.

Competition. The Walmart International segment competes with a variety of local, national and global chains in the supermarket, discount, grocery, department, drug, variety and specialty stores, supercenter-type stores, hypermarkets, wholesale clubs, internet-based retailers and catalog businesses in each of the countries in which we operate. We also operate restaurant chains and consumer finance operations. Our ability to offer our customers low prices on quality merchandise determines, to a large extent, our competitive position in the countries in which Walmart International operates. EDLP is the right business model for our customers and for all of our markets, including high-growth or emerging markets. We are in the midst of a multi-year plan to transition all of our markets to EDLP. Our ability to operate the food departments effectively has a major impact on the segment’s competitive position in the markets where we operate.

Distribution. We utilize a total of 158 distribution facilities located in Argentina, Brazil, Canada, Central America, Chile, China, India, Japan, Mexico, South Africa and the United Kingdom, including one export consolidation facility in the United States. Through these facilities, we process and distribute both imported and domestic products to the operating units of the Walmart International segment. During fiscal 2012, approximately 75% of the Walmart International segment’s purchases flowed through these distribution facilities. Suppliers ship the balance of the Walmart International segment’s purchases directly to our stores in the various countries in which we operate. Of these 158 distribution facilities, we owned and operated 39, we owned and third parties operated 9 and we leased and operated 68. Third parties leased and operated the remaining 42 distribution facilities.

Sam’s Club Segment

The Sam’s Club segment had net sales of $53.8 billion, $49.5 billion and $47.8 billion for fiscal 2012, 2011 and 2010, respectively. During the most recent fiscal year, no single club location accounted for as much as 1% of total Company net sales.

General. As a membership club warehouse, facility sizes for Sam’s Clubs generally range between 71,000 and 190,000 square feet, with an average size of approximately 134,000 square feet. Sam’s Club also provides its members with a broad assortment of merchandise and services online at www.samsclub.com.

SAM’S CLUB SEGMENT

CLUB COUNT AND RETAIL SQUARE FEET ⁽¹⁾

Fiscal Year	Opened		Closed			Total		SquareFeet
Balance Forward							588		77,350
2008		12		—			600		79,316
2009		11		—			611		80,986
2010		6		(12	)		605		80,539
2011		4		—			609		81,202
2012		3		(1	)		611		81,586

(1) “Total” and “Square Feet” columns are as of January 31 for the years shown. Retail square feet are reported in thousands.

Merchandise. Sam’s Club offers brand name merchandise, including hardgoods, some softgoods and selected private-label items such as “Member’s Mark” and three new proprietary brands, “Artisan Fresh,” “Daily Chef” and “Simply Right,” in five merchandise categories, listed below, within the warehouse club format.

(1) Grocery and consumables includes dairy, meat, bakery, deli, produce, dry, chilled or frozen packaged foods, alcoholic and nonalcoholic beverages, floral, snack foods, candy, other grocery items, health and beauty aids, paper goods, laundry and home care, baby care, pet supplies and other consumable items;

(2) Fuel and other categories consist of gasoline stations, tobacco, tools and power equipment, and tire and battery centers;

(3) Technology, office and entertainment includes electronics, wireless, software, video games, movies, books, music, office supplies, office furniture and photo processing;

(4) Home and apparel includes home improvement, outdoor living, grills, gardening, furniture, apparel, jewelry, housewares, toys, seasonal items, mattresses and small appliances; and

(5) Health and wellness includes pharmacy and optical services and over-the-counter drugs.

The percentage of net sales for the Sam’s Club segment, including online sales, by merchandise category, was as follows during the fiscal years ended:

	January 31,
MERCHANDISE CATEGORY	2012			2011
Grocery and consumables		55	%		55	%
Fuel and other categories		24	%		23	%
Technology, office and entertainment		8	%		9	%
Home and apparel		8	%		8	%
Health and wellness		5	%		5	%

Total		100	%		100	%

Operations. Operating hours for Sam’s Clubs are Monday through Friday from 10:00 a.m. to 8:30 p.m., Saturday from 9:00 a.m. to 8:30 p.m. and Sunday from 10:00 a.m. to 6:00 p.m. Additionally, all club locations offer a Gold Key program that permits Business Members and Plus Members to shop before the regular operating hours Monday through Saturday, starting at 7:00 a.m.

Sam’s Clubs are membership only operations. A variety of payment methods are accepted at our clubs, including cash, check, debit cards, certain types of credit cards and private label and co-branded Discover credit cards, issued by a third-party provider. In addition, our pharmacy and optical departments accept payments for products and services through our members’ health benefit plans.

Members include both business owners and individual consumers. Individual consumers are referred to as Advantage Members. The annual membership fee for an individual Advantage Member is $40 (plus taxes, if applicable) for the primary membership card, with a spouse/household card available at no additional cost. The annual membership fee for Business Members is $35 (plus taxes, if applicable) for the primary membership card, with a spouse/household card available at no additional cost. In addition, Business Members can add up to 8 business associates to their business account for $35 (plus taxes, if applicable) each. Sam’s Club Plus is a premium membership program that offers additional benefits and services to both Business and Advantage Members. The annual fee for a Plus Member (Business or Advantage) is $100 (plus taxes, if applicable). In addition, Business Plus Members can add up to 16 business associates to their business membership for $35 (plus taxes, if applicable) each.

Seasonal Aspects of Operations. The Sam’s Club segment’s business is seasonal to a certain extent due to different calendar events, national and religious holidays, as well as different climatic conditions. Historically, its highest sales volume and segment operating income occur in the fiscal quarter ending January 31, which includes the holiday season, and the lowest sales volume and segment operating income occur during the fiscal quarter ending April 30.

Competition. Sam’s Club competes with other warehouse clubs, as well as with discount retailers, retail and wholesale grocers, general merchandise wholesalers and distributors, gasoline stations, internet-based retailers and catalog businesses. Sam’s Club also competes with other retailers and warehouse clubs for desirable new club sites. Our ability to offer low prices and quality merchandise and food to meet the needs of our members largely determines our competitive position in the warehouse club industry.

Distribution. During fiscal 2012, approximately 63% of the Sam’s Club segment’s non-fuel purchases were shipped from the Sam’s Club segment’s dedicated distribution facilities and from some of the Walmart U.S. segment’s distribution centers. Suppliers shipped the balance of the Sam’s Club segment’s purchases directly to Sam’s Club locations. As of January 31, 2012, our Sam’s Club segment operations were supported by 25 distribution facilities located strategically throughout the continental United States. Of these 25 distribution facilities, we owned and operated 8. Third parties owned and operated the remaining 17 distribution facilities.

The principal focus of our Sam’s Club’s distribution operations is on cross-docking merchandise, while stored inventory is minimized. Cross-docking is a distribution process under which shipments are directly transferred from inbound to outbound trailers. Shipments typically spend less than 24 hours in a cross-dock facility, sometimes less than an hour.

Sam’s Club uses a combination of our private truck fleet, as well as common carriers, to transport non-perishable merchandise from distribution centers to clubs. We contract with common carriers to transport perishable grocery merchandise from distribution centers to clubs.

Other Segment Information

Certain financial information relating to our segments is included in our Annual Report to Shareholders for the fiscal year ended January 31, 2012 (“Annual Report to Shareholders”) under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 15 in the “Notes to Consolidated Financial Statements” included therein, which information is incorporated herein by reference. Note 15 includes information regarding our segment and total company net sales, as well as long-lived assets in the United States. Portions of the Annual Report to Shareholders are included as an exhibit to this Annual Report on Form 10-K.

Employees

As of the end of fiscal 2012, the Company and its subsidiaries employed approximately 2.2 million employees (“associates”) worldwide, with approximately 1.4 million associates in the United States and 0.8 million associates internationally. Similar to other retailers, the Company has a large number of part-time, hourly or non-exempt associates and experiences significant turnover in associates each year.

Through fiscal 2011, the Company maintained separate profit sharing and 401(k) plans for associates in the United States and Puerto Rico, under which associates generally became participants following one year of employment. The profit sharing component was entirely funded by the Company, and the Company also made additional contributions to the 401(k) component of the plan. In addition to the Company’s contributions, associates could elect to contribute a percentage of their earnings to the 401(k) component of the plan.

Effective February 1, 2011, the Company terminated the previous profit sharing and 401(k) plans and offered new safe harbor 401(k) plans for associates in the United States and Puerto Rico, under which associates generally become participants following one year of employment. Under the safe harbor 401(k) plans, the Company matches 100% of participant contributions up to 6% of annual eligible earnings. The matching contributions immediately vest at 100% for each associate. Participants can contribute up to 50% of their pretax earnings, but not more than the statutory limits. Participants age 50 or older may defer additional earnings in catch-up contributions up to the maximum statutory limits.

Contribution expense associated with these plans was $752 million in fiscal 2012 and $1.1 billion in fiscal 2011 and 2010.

In addition, in the U.S., the Company offers a broad range of Company-paid benefits to our associates, including store discount cards or Sam’s Club memberships, bonuses based on Company performance, matching a portion of purchases through the Associate Stock Purchase Plan and life insurance. The Company also offers health-care benefits to eligible full-time and part-time associates. The Company’s medical plan has no lifetime maximum benefit for most expenses.

In our operations outside the U.S., the Company provides a variety of associate benefits that vary based on customary local practices and statutory requirements.

Executive Officers of the Registrant

The following chart names each of the executive officers of the Company, each of whom is elected by and serves at the pleasure of the Board of Directors. The business experience shown for each officer has been his or her principal occupation for at least the past five years, unless otherwise noted.

Name	Business Experience	CurrentPositionHeld Since		Age
Neil M. Ashe	Executive Vice President, President and Chief Executive Officer, Global eCommerce beginning in January 2012. From April 2011 to July 2011, he served as Special Advisor to the Chief Executive Officer of CBS Corporation, a mass media company. From July 2008 to April 2011, he served as President of CBS Interactive, Inc., an Internet content publisher. From October 2006 to June 2008, he served as Chief Executive Officer of CNET Networks Inc., an Internet content company.		2012		44

Rosalind G. Brewer	Executive Vice President, President and Chief Executive Officer, Sam’s Club, effective February 1, 2012. From February 2011 to January 2012, she served as Executive Vice President and President of the East business unit of Walmart U.S. From February 2010 to January 2011, she served as Executive Vice President and President of the South business unit of Walmart U.S. From March 2007 to January 2010, she served as Divisional Senior Vice President of Walmart U.S., responsible for operations in the Southeast. From October 2006 to February 2007, she served as regional vice president of Walmart U.S., responsible for operations in Georgia.		2012		49

M. Susan Chambers	Executive Vice President, Global People. From December 2003 to April 2006, she served as Executive Vice President, Risk Management, Insurance and Benefits Administration.		2006		54

Leslie A. Dach	Executive Vice President, Corporate Affairs. From March 1997 to August 2006, he served as Vice Chairman of Daniel J. Edelman, Inc.		2006		57

Michael T. Duke	President and Chief Executive Officer. From September 2005 to January 2009, he served as Vice Chairman, Wal-Mart Stores, Inc., responsible for Walmart International.		2009		62

Rollin L. Ford	Executive Vice President and Chief Administrative Officer. From May 2006 to January 2012, he served as Executive Vice President, Chief Information Officer. From February 2003 to April 2006, he served as Executive Vice President, Logistics and Supply Chain.		2012		49

Jeffrey J. Gearhart	Executive Vice President, General Counsel and Corporate Secretary. From February 2009 to July 2010, he served as Executive Vice President, General Counsel. From December 2007 to February 2009, he served as Senior Vice President, Deputy General Counsel. From September 2003 to December 2007, he served as Vice President, General Counsel, Corporate Division.		2010		47

Charles M. Holley, Jr.	Executive Vice President and Chief Financial Officer. From January 2007 to November 2010, he served as Executive Vice President, Finance and Treasurer. From December 2005 to January 2007, he served as Senior Vice President, Finance.		2010		55

C. Douglas McMillon	Executive Vice President, President and Chief Executive Officer, Walmart International. From August 2005 to January 2009, he served as Executive Vice President, President and Chief Executive Officer, Sam’s Club.		2009		45

William S. Simon	Executive Vice President, President and Chief Executive Officer, Walmart U.S. From March 2007 to July 2010, he served as Executive Vice President, Chief Operating Officer, Walmart U.S. From March 2006 to March 2007, he served as Executive Vice President, Professional Services, Walmart U.S.		2010		52

S. Robson Walton	Chairman of the Board of Directors.		1992		67

Steven P. Whaley	Senior Vice President and Controller. From December 2005 to January 2007, he served as Vice President and Controller. From September 2005 to December 2005, he served as Vice President and Assistant Controller.		2007		52

Our Website and Availability of SEC Reports and Other Information

Our corporate website is located at www.walmartstores.com. We file with or furnish to the SEC Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendment to those reports, proxy statements and annual reports to shareholders, and, from time to time, other documents. The reports and other documents filed with or furnished to the SEC are available to investors on or through our corporate website free of charge as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. In addition, the public may read and copy any of the materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that file electronically with the SEC. The address of that website is www.sec.gov. Our SEC filings, our Code of Ethics for our CEO and Senior Financial Officers and our Statement of Ethics can be found on the Investor Relations page of our website at www.walmartstores.com/investors. These documents are available in print to any shareholder who requests a copy by writing or calling our Investor Relations Department, which is located at our principal offices.

A description of any substantive amendment or waiver of Walmart’s Code of Ethics for the CEO and Senior Financial Officers will be disclosed on the Investor Relations page of our website at www.walmartstores.com under the Corporate Governance section. Any such description will be located on our website for a period of 12 months following the amendment or waiver.

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