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WAL-MART 2005 ANNUAL REPORT 51
Report of Independent Registered Public Accounting Firm
on Internal Control Over Financial Reporting
W A L -M A R T
The Board of Directors and Shareholders,
Wal-Mart Stores, Inc.
We have audited management’s assessment, included in the
accompanying Management’s Report to Our Shareholders
under the caption “Report on Internal Control Over Financial
Reporting,” that Wal-Mart Stores, Inc. maintained effective internal
control over financial reporting as of January 31, 2005, based on
criteria established in Internal Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). Wal-Mart Stores, Inc.’s manage-
ment is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to
express an opinion on management’s assessment and an opinion
on the effectiveness of the company’s internal control over finan-
cial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal con-
trol over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control
over financial reporting, evaluating management’s assessment, test-
ing and evaluating the design and operating effectiveness of inter-
nal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted account-
ing principles. A company’s internal control over financial report-
ing includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisi-
tion, use, or disposition of the companys assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projec-
tions of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, management’s assessment that Wal-Mart Stores, Inc.
maintained effective internal control over financial reporting as of
January 31, 2005, is fairly stated, in all material respects, based on
the COSO criteria. Also, in our opinion, Wal-Mart Stores, Inc., main-
tained, in all material respects, effective internal control over financial
reporting as of January 31, 2005, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consoli-
dated balance sheets of Wal-Mart Stores, Inc. as of January 31, 2005
and 2004, and the related consolidated statements of income,
shareholders’ equity and cash flows for each of the three years in
the period ended January 31, 2005 and our report dated March 25,
2005 expressed an unqualified opinion thereon.
Rogers, Arkansas
March 25, 2005