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62 2015 Annual Report
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 financial information con-
tained 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 is 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 financial
information and the audit of our Consolidated Financial Statements. The
Audit Committee stays informed of the financial condition of Walmart
and regularly reviews managements financial policies and procedures,
the independence of our independent auditors, our internal control over
financial reporting and the objectivity of our financial 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 firm, to audit our
Consolidated Financial Statements found in this Annual Report to
Shareholders. We have made available to Ernst & Young LLP all of our
financial records and related data in connection with their audit of our
Consolidated Financial Statements. We have filed with the Securities
and Exchange Commission (“SEC”) the required certifications related to
our Consolidated Financial Statements as of and for the year ended
January 31, 2015. These certifications are attached as exhibits to our
Annual Report on Form 10-K for the year ended January 31, 2015.
Additionally, we have also provided to the New York Stock Exchange
the required annual certification of our Chief Executive Officer 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 financial reporting. 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 reporting purposes in accordance with
accounting principles generally accepted in the United States. Because
of its inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Management has assessed the
effectiveness of the Company’s internal control over financial reporting
as of January 31, 2015. 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 (2013). Management concluded that based on its assessment,
Walmart’s internal control over financial reporting was effective as of
January 31, 2015. The Company’s internal control over financial reporting
as of January 31, 2015, has been audited by Ernst & Young LLP as stated in
their report which appears in this Annual Report to Shareholders.
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 effectiveness of these disclosure controls
and procedures as of January 31, 2015, and determined they were effec-
tive as of that date to provide reasonable assurance that information
required to be disclosed by us in the reports we file 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 effective to provide reasonable
assurance that such information is recorded, processed, summarized and
reported within the time periods specified 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 effective 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 financial officers. Walmart also has in
place a Related-Party Transaction Policy. This policy applies to Walmart’s
senior officers and directors and requires material related-party trans-
actions to be reviewed by the Audit Committee. The senior officers
and directors are required to report material related-party transactions
to Walmart. We maintain a global ethics office which oversees 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 financial or accounting matters.
C. Douglas McMillon
President and Chief Executive Officer
Charles M. Holley, Jr.
Executive Vice President and Chief Financial Officer
Managements Report to Our Shareholders