Walmart 2012 Annual Report Download - page 58
Download and view the complete annual report
Please find page 58 of the 2012 Walmart annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.56 Walmart 2012 Annual Report
Management’s Report to Our Shareholders
Wal-Mart Stores, Inc.
Management of Wal-Mart Stores, Inc. (“Walmart,” the “company” or “we”)
is responsible for the preparation, integrity and objectivity of Walmart’s
Consolidated Financial Statements and other fi nancial information contained
in this Annual Report to Shareholders. Those Consolidated Financial
Statements were prepared in conformity with accounting principles
generally accepted in the United States. In preparing those Consolidated
Financial Statements, management was required to make certain estimates
and judgments, which are based upon currently available information and
management’s view of current conditions and circumstances.
The Audit Committee of the Board of Directors, which consists solely
of independent directors, oversees our process of reporting fi nancial
information and the audit of our Consolidated Financial Statements. The
Audit Committee stays informed of the fi nancial condition of Walmart
and regularly reviews management’s fi nancial policies and procedures,
the independence of our independent auditors, our internal control over
fi nancial reporting and the objectivity of our fi nancial reporting. Both the
independent auditors and the internal auditors have free access to the
Audit Committee and meet with the Audit Committee periodically, both
with and without management present.
Acting through our Audit Committee, we have retained Ernst & Young LLP,
an independent registered public accounting fi rm, to audit our Consolidated
Financial Statements found in this Annual Report to Shareholders. We have
made available to Ernst & Young LLP all of our fi nancial records and related
data in connection with their audit of our Consolidated Financial Statements.
We have fi led with the Securities and Exchange Commission (“SEC”) the
required certifi cations related to our Consolidated Financial Statements as of
and for the year ended January 31, 2012. These certifi cations are attached as
exhibits to our Annual Report on Form 10-K for the year ended January 31,
2012. Additionally, we have also provided to the New York Stock Exchange
the required annual certifi cation of our Chief Executive Offi cer regarding
our compliance with the New York Stock Exchange’s corporate governance
listing standards.
Report on Internal Control Over Financial Reporting
Management has responsibility for establishing and maintaining adequate
internal control over fi nancial reporting. Internal control over fi nancial report-
ing is a process designed to provide reasonable assurance regarding the
reliability of fi nancial reporting and the preparation of fi nancial statements
for external reporting purposes in accordance with accounting principles
generally accepted in the United States. Because of its inherent limitations,
internal control over fi nancial reporting may not prevent or detect misstate-
ments. Management has assessed the eff ectiveness of the Company’s
internal control over fi nancial reporting as of January 31, 2012. In making its
assessment, management has utilized the criteria set forth by the Committee
of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal
Control — Integrated Framework. Management concluded that based on its
assessment, Walmart’s internal control over fi nancial reporting was eff ective
as of January 31, 2012. The Company’s internal control over fi nancial reporting
as of January 31, 2012, has been audited by Ernst & Young LLP as stated in
their report which appears in this Annual Report to Shareholders.
Under guidelines established by the SEC, companies are allowed to exclude
acquisitions from their fi rst assessment of internal control over fi nancial
reporting following the date of acquisition. Based on those guidelines,
management’s assessment of the eff ectiveness of the Company’s internal
control over fi nancial reporting excluded Massmart Holdings Limited
(“Massmart”), of which the Company purchased a controlling interest in
fi scal 2012, as well as Netto Food Stores Limited (“Netto”), of which the
Company purchased 147 stores in the United Kingdom in fiscal 2012.
Massmart and Netto represented, in the aggregate, 3.8% and 1.1% of the
Company’s consolidated total assets and consolidated net sales, respectively,
as of and for the year ended January 31, 2012. These acquisitions are more
fully discussed in Note 14 to our Consolidated Financial Statements for fi scal
2012.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide
reasonable assurance that information required to be timely disclosed is
accumulated and communicated to management in a timely fashion.
Management has assessed the eff ectiveness of these disclosure controls
and procedures as of January 31, 2012, and determined they were eff ective
as of that date to provide reasonable assurance that information required
to be disclosed by us in the reports we fi le or submit under the Securities
Exchange Act of 1934, as amended, was accumulated and communicated
to management, as appropriate, to allow timely decisions regarding
required disclosure and were eff ective to provide reasonable assurance
that such information is recorded, processed, summarized and reported
within the time periods specifi ed by the SEC’s rules and forms.
Report on Ethical Standards
Our Company was founded on the belief that open communications and
the highest standards of ethics are necessary to be successful. Our long-
standing “Open Door” communication policy helps management be
aware of and address issues in a timely and eff ective manner. Through
the open door policy all associates are encouraged to inform management
at the appropriate level when they are concerned about any matter
pertaining to Walmart.
Walmart has adopted a Statement of Ethics to guide our associates in the
continued observance of high ethical standards such as honesty, integrity
and compliance with the law in the conduct of Walmart’s business. Familiarity
and compliance with the Statement of Ethics is required of all associates who
are part of management. The Company also maintains a separate Code of
Ethics for our senior fi nancial offi cers. Walmart also has in place a Related-
Party Transaction Policy. This policy applies to Walmart’s senior offi cers and
directors and requires material related-party transactions to be reviewed
by the Audit Committee. The senior offi cers and directors are required to
report material related-party transactions to Walmart. We maintain a global
ethics offi ce which o versees and administers an ethics helpline. The ethics
helpline provides a channel for associates to make confidential and
anonymous complaints regarding potential violations of our statements
of ethics, including violations related to fi nancial or accounting matters.
Michael T. Duke
President and Chief Executive Offi cer
Charles M. Holley, Jr.
Executive Vice President and Chief Financial Offi cer