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(a) IN GENERAL”Chapter 63 of title 18, United States Code, is amended by in-
serting after section 1349, as created by this Act, the following:



44
Sarbanes-Oxley Act of 2002, H.R. Rep. No. 107-610, July 25, 2002.
72 Audit Committees: Basic Roles and Responsibilities


Sec. 1350. Failure of corporate officers to certify financial reports
(a) CERTIFICATION OF PERIODIC FINANCIAL REPORTS”Each periodic re-
port containing financial statements filed by an issuer with the Securities Exchange
Commission pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934
(15 U.S.C. 78m(a) or 78o(d)) shall be accompanied by a written statement by the chief
executive officer and chief financial officer (or equivalent thereof) of the issuer.
(b) CONTENT”The statement required under subsection (a) shall certify that the
periodic report containing the financial statements fully complies with the require-
ments of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m or 78o(d)) and that information contained in the periodic report fairly presents,
in all material respects, the financial condition and results of operations of the issuer.
(c) CRIMINAL PENALTIES”Whoever”
(1) certifies any statement as set forth in subsections (a) and (b) of this section
knowing that the periodic report accompanying the statement does not comport
with all the requirements set forth in this section shall be fined not more than
$1,000,000 or imprisoned not more than 10 years, or both; or
(2) willfully certifies any statement as set forth in subsections (a) and (b) of this
section knowing that the periodic report accompanying the statement does not
comport with all the requirements set forth in this section shall be fined not more
than $5,000,000, or imprisoned not more than 20 years, or both.
(b) CLERICAL AMENDMENT”The table of sections at the beginning of chapter
63 of title 18, United States Code, is amended by adding at the end the following:
1350. Failure of corporate officers to certify financial reports.45

An example of the CEO and CFO certification in the annual SEC 10-K report
by Wal-Mart Stores, Inc., is shown in Exhibits 2.2 and 2.3.

S-Ox Section 401: Disclosure of Periodic Reports
(a) DISCLOSURES REQUIRED”Section 13 of the Securities Exchange Act of
1934 (15 U.S.C. 78m) is amended by adding at the end the following:
(i) ACCURACY OF FINANCIAL REPORTS”Each financial report that contains
financial statements, and that is required to be prepared in accordance with (or
reconciled to) generally accepted accounting principles under this title and filed
with the Commission shall reflect all material correcting adjustments that have
been identified by a registered public accounting firm in accordance with gen-
erally accepted accounting principles and the rules and regulations of the Com-
mission.
( j) OFF-BALANCE SHEET TRANSACTIONS”Not later than 180 days after the
date of enactment of the Sarbanes-Oxley Act of 2002, the Commission shall
issue final rules providing that each annual and quarterly financial report re-
quired to be filed with the Commission shall disclose all material off-balance
sheet transactions, arrangements, obligations (including contingent obligations),
and other relationships of the issuer with unconsolidated entities or other per-
sons, that may have a material current or future effect on financial condition,

45
Ibid., Sec. 906.
The Audit Committee Functions 73



Exhibit 2.2. CEO and CFO Certification (Sarbanes-Oxley Act of 2002,
Section 302)


CERTIFICATIONS
I, H. Lee Scott, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of Wal-Mart Stores, Inc. (the
“registrant”);
2. Based on my knowledge, this annual report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant™s other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that material infor-
mation relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entries, particularly during the period in
which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant™s disclosure controls and proce-
dures as of a date within 90 days prior to the filing date of this annual report
(the “Evaluation Date”); and
c) Presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
5. The registrant™s other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant™s auditors and the audit committee of the regis-
trant™s board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant™s ability to record, process, summarize and
report financial data and have identified for the registrant™s auditors any mater-
ial weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other employ-
ees who have a significant role in the registrant™s internal controls; and
6. The registrant™s other certifying officers and I have indicated in this annual report
whether or not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant defi-
ciencies and material weaknesses.
Date: April 15, 2003
/s/H. Lee Scott, Jr.
H. Lee Scott, Jr.
President and
Chief Executive Officer



(continued)
74 Audit Committees: Basic Roles and Responsibilities



Exhibit 2.2 (Continued)

I, Thomas M. Schoewe, certify that:
1. I have reviewed this annual report on Form 10-K of Wal-Mart Stores, Inc. (the
“registrant”);
2. Based on my knowledge, this annual report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant™s other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that material infor-
mation relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entries, particularly during the period in
which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant™s disclosure controls and proce-
dures as of a date within 90 days prior to the filing date of this annual report
(the “Evaluation Date”); and
c) Presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
5. The registrant™s other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant™s auditors and the audit committee of the regis-
trant™s board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant™s ability to record, process, summarize and
report financial data and have identified for the registrant™s auditors any mater-
ial weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant™s internal controls; and
6. The registrant™s other certifying officers and I have indicated in this annual report
whether or not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant defi-
ciencies and material weaknesses.
Date: April 15, 2003
/s/Thomas M. Schoewe
Thomas M. Schoewe
Executive Vice President
and Chief Financial Officer




Source: Wal-Mart Stores, Inc., SEC Form 10-K Report, April 15, 2003, pp. 25“26.
Exhibit 2.3 CEO and CFO Certification


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 (AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Annual Report of Wal-Mart Stores, Inc. (the “Company”) on
Form 10-K for the period ending January 31, 2003, as filed with the Securities and Ex-
change Commission on the date hereof (the “Report”), I, H. Lee Scott, Jr., President and
Chief Executive Officer of the Company, certify to my knowledge and in my capacity as
an officer of the company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company as of the dates and for
the periods expressed in the Report.
IN WITNESS WHEREOF, the undersigned has executed this Certificate, effective as
of April 15, 2003
_________________________
H. Lee Scott, Jr.
President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to
Wal-Mart Stores, Inc. and will be retained by Wal-Mart Stores, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 (AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Annual Report of Wal-Mart Stores, Inc. (the “Company”) on
Form 10-K for the period ending January 31, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Thomas M. Schoewe, Execu-
tive Vice President and Chief Financial Officer of the Company, certify to my knowledge
and in my capacity as an officer of the company, pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company as of the dates and for
the periods expressed in the Report.
IN WITNESS WHEREOF, the undersigned has executed this Certificate, effective as
of April 15, 2003
_________________________
Thomas M. Schoewe
Executive Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to
Wal-Mart Stores, Inc. and will be retained by Wal-Mart Stores, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.

Source: Wal-Mart Stores, Inc., SEC Form 10-K Report, April 15, 2003, Exhibit 99.1.
76 Audit Committees: Basic Roles and Responsibilities


changes in financial condition, results of operations, liquidity, capital expendi-
tures, capital resources, or significant components of revenues or expenses.
(b) COMMISSION RULES ON PRO FORMA FIGURES”Not later than 180 days
after the date of enactment of the Sarbanes-Oxley Act of 2002, the Commission shall
issue final rules providing that pro forma financial information included in any peri-
odic or other report filed with the Commission pursuant to the securities laws, or in
any public disclosure or press or other release, shall be presented in a manner that”
(1) does not contain an untrue statement of a material fact or omit to state a ma-
terial fact necessary in order to make the pro forma financial information, in light
of the circumstances under which it is presented, not misleading; and
(2) reconciles it with the financial condition and results of operation of the issuer
under generally accepted accounting principles.
(c) STUDY AND REPORT ON SPECIAL PURPOSES ENTITIES”
(1) STUDY REQUIRED”The Commission shall, not later than 1 year after the
effective date of adoption of off-balance sheet disclosure rules required by section
13(j) of the Securities Exchange Act of 1934, as added by this section, completes
a study of filings by issuers and their disclosures to determine”
(A) the extent of off-balance sheet transactions, including assets, liabilities,
leases, losses, and the use of special purpose entities; and
(B) whether generally accepted accounting rules result in financial state-
ments of issuers reflecting the economics of such off-balance sheet transac-
tions to investors in a transparent fashion.
(2) REPORT AND RECOMMENDATIONS”Not later than 6 months after the
date of completion of the study required by paragraph (1), the Commission shall
submit a report to the President, the Committee on Banking, Housing, and Urban
Affairs of the Senate, and the Committee on Financial Services of the House of
Representatives, setting forth”
(A) the amount or an estimate of the amount of off-balance sheet transac-
tions, including assets, liabilities, leases, and losses of, and the use of special
purpose entities by, issuers filing periodic reports pursuant to section 13 or 15
of the Securities Exchange Act of 1934;
(B) the extent to which special purpose entities are used to facilitate off-bal-
ance sheet transactions;
(C) whether generally accepted accounting principles or the rules of the
Commission result in financial statements of issuers reflecting the econom-
ics of such transactions to investors in a transparent fashion;
(D) whether generally accepted accounting principles specifically result in
the consolidation of special purpose entities sponsored by an issuer in cases
in which the issuer has the majority of the risks and rewards of the special
purpose entity; and
(E) any recommendations of the Commission for improving the trans-
parency and quality of reporting off-balance sheet transactions in the finan-
cial statements and disclosures required to be filed by an issuer with the
Commission.46


46
Ibid., Sec. 401.

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