Nov 6, 2014 Comment Letter Response

FOIA Confidential Treatment Requests

Confidential Treatment Requested by Wal-Mart Stores, Inc. Pursuant to 17 C.F.R. §200.83. This letter omits confidential information included in an unredacted version of this letter, which was delivered to the Division of Corporation Finance of the Securities and Exchange Commission. Asterisks denote the omission of the confidential information from the text of this version of such letter.




	702 SW 8th Street
	Bentonville, AR 72716
	Phone 479.273.4000
	www.walmart.com

Steven P. Whaley

Senior Vice President and Controller

November 6, 2014

FOIA CONFIDENTIAL TREATMENT REQUESTED BY WAL-MART STORES, INC. PURSUANT TO 17 C.F.R. §200.83 (“Rule 83”)

(Contact: Gordon Y. Allison, Vice President and General Counsel-Corporate; (479) 277-2347; Facsimile: (479) 277-5991)

Mr. William H. Thompson

Accounting Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re: Wal-Mart Stores, Inc.

Form 10-K for the Fiscal Year Ended January 31, 2014

Filed March 21, 2014

Letter dated October 6, 2014

File No. 1-6991

Dear Mr. Thompson:

This letter is in response to your letter dated October 6, 2014, addressed to Mr. Charles M. Holley, Jr., Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc., a Delaware corporation (the “Company”). For ease of review, we have reproduced below in bold-faced type the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”) contained in that letter and have provided our response in regular type following each comment.

Form 10-K for the Fiscal Year Ended January 31, 2014

Exhibit 13

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 3

Walmart International Segment, page 12

WM000001

FOIA Confidential Treatment Requests

Confidential Treatment Requested by Wal-Mart Stores, Inc. Pursuant to 17 C.F.R. §200.83

•

1. We note your prior response and your conclusions that a) control design deficiencies exist in your Mexico and China subsidiaries’ lease processes related to the determination and application of lease terms, and b) you did not identify any systemic instances of not complying with your other global accounting policies. Further, we note from your Item 9A disclosures that you are implementing material internal control changes on a global scale, i.e. global shared services functions and as disclosed on page 50, have had significant changes in policies, practices, and internal controls related to your compliance programs. Please address the following:


•	Tell us the specific control(s) that were deficient in the lease process. In doing so, tell us whether these deficiencies related to missing controls or inadequately designed controls, and what you have done to remediate the deficiencies.

A Rule 83 confidential treatment request (“Request No. 1”) is made for reasons of business confidentiality by the Company for the information in all of the following paragraphs.



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The Company requests that the information covered by Request No. 1 be treated as confidential for reasons of business confidentiality and that the Commission provides timely notice to the contact person identified on the first page of this letter before the Commission permits any disclosure of the information subject to Request No. 1.

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FOIA Confidential Treatment Requests

Confidential Treatment Requested by Wal-Mart Stores, Inc. Pursuant to 17 C.F.R. §200.83


•	Describe what you have identified to be the cause(s) of these control design deficiencies, and tell us how you considered whether it was reasonably possible that such cause(s) could have resulted in non-compliance with other global accounting policies.

A Rule 83 confidential treatment request (“Request No. 2”) is made for reasons of business confidentiality by the Company for the information in all of the following paragraphs.



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The Company requests that the information covered by Request No. 2 be treated as confidential for reasons of business confidentiality and that the Commission provides timely notice to the contact person identified on the first page of this letter before the Commission permits any disclosure of the information subject to Request No. 2.

WM000003

FOIA Confidential Treatment Requests

Confidential Treatment Requested by Wal-Mart Stores, Inc. Pursuant to 17 C.F.R. §200.83


•	Tell us how you considered the material internal control changes disclosed in Item 9A, the significant changes related to compliance programs disclosed on page 50, and the internal control deficiencies discovered during 2013 in your evaluation of the effectiveness of your control environment.

A Rule 83 confidential treatment request (“Request No. 3”) is made for reasons of business confidentiality by the Company for the information in all of the following paragraphs.



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The Company requests that the information covered by Request No. 3 be treated as confidential for reasons of business confidentiality and that the Commission provides timely notice to the contact person identified on the first page of this letter before the Commission permits any disclosure of the information subject to Request No. 3.

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FOIA Confidential Treatment Requests

Confidential Treatment Requested by Wal-Mart Stores, Inc. Pursuant to 17 C.F.R. §200.83

Rule 83 Confidential Treatment Request

Throughout our response to you in this letter, we are discussing control deficiencies that are not required to be disclosed publically as they are not indicative of a material weakness in the Company’s internal controls over financial reporting. Accordingly, for reasons of business confidentiality, we have respectfully made Request No. 1, Request No. 2 and Request No. 3 pursuant to Rule 83 that are set forth above for the Commission set forth herein. We also respectfully request that the Commission promptly inform the contact person of the Company identified on the first page of this letter of any request made pursuant to the Freedom of Information Act, as amended, and the rules and regulations thereunder (collectively, the “FOIA”) or otherwise for the disclosure of any or all of the information in this letter as to which we are requesting confidential treatment or before the Commission makes or permits any disclosure of any or all of such information so that we may substantiate, in accordance with paragraph (d) of Rule 83, that confidential treatment of such information is warranted under the FOIA.

Pursuant to Rule 83, a copy of this letter (with the information as to which confidential treatment is requested redacted) is being delivered to the Freedom of Information Act Officer of the Commission.

WM000005

FOIA Confidential Treatment Requests

Confidential Treatment Requested by Wal-Mart Stores, Inc. Pursuant to 17 C.F.R. §200.83

General

As requested, we acknowledge that:


•	the Company is responsible for the adequacy and accuracy of the disclosure in the filing referenced above;


•	staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing referenced above; and


•	the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions about any of the Company’s responses or need further information, please contact the undersigned at (479) 204-8263.



	Sincerely,


	/s/ Steven P. Whaley
	Steven P. Whaley
	Senior Vice President and Controller



cc:	Ms. Ta Tanisha Meadows	Ms. Donna Di Silvio
	Staff Accountant	Staff Accountant
	U.S. Securities and Exchange Commission	U.S. Securities and Exchange Commission



	Mr. Charles M. Holley, Jr.
	Executive Vice President and Chief Financial Officer
	Wal-Mart Stores, Inc.

	Audit Committee of the Board of Directors
	Wal-Mart Stores, Inc.

	Copy (with responses redacted) to:
	Office of Freedom of Information and Privacy Act Operations
	Securities and Exchange Commission
	100 F Street, NE
	Washington, D.C. 20549

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