UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SD
Specialized Disclosure Report
The Kroger Co.
(Exact name of registrant as specified in its charter)
Ohio |
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No. 1-303 |
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31-0345740 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
1014 Vine Street
Cincinnati, OH 45202
(Address of principal executive offices) (Zip Code)
Christine S. Wheatley
Senior Vice President,
General Counsel and Secretary
(513) 762-4000
(Name
and telephone number, including area code, of the
person to contact in connection
with this report.)
Check the appropriate box to indicate the rule pursuant to which
this form is being filed and provide the period to which the information in this form applies:
x
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to
December 31, 2023.
Section 1 – Conflict Minerals
Disclosure
Item 1.01 Conflict Minerals Disclosure
and Report
This Specialized Disclosure
Report on Form SD is filed pursuant to Section 13(p) of the Securities Exchange Act of 1934, as amended, and Rule 13p-1
thereunder, for the reporting period January 1, 2023 through December 31, 2023.
A copy of “The
Kroger Co.’s Conflict Minerals Report” for calendar year 2023 (the “Report”) is filed as Exhibit 1.01 hereto
and is publicly available at ir.kroger.com. The Report contains a discussion of the good-faith reasonable country of origin inquiry and
due diligence measures undertaken by The Kroger Co. with respect to the reporting period and is incorporated herein by reference. Information
on the Company's website is not and should not be considered part of, nor is it incorporated by reference into, this Form SD.
Item 1.02 Exhibit
The Report is filed as Exhibit 1.01 to
this Form SD and is incorporated herein by reference.
Section 2 – Exhibits
Item 2.01 Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
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THE KROGER CO. |
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May 31, 2024 |
By: |
/s/ Christine S. Wheatley |
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Christine S. Wheatley |
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Senior Vice President, Secretary and General Counsel |
Exhibit 1.01
Conflict Minerals Report of The Kroger Co.
For the calendar-year reporting period ended December 31, 2023
This is the Conflict Minerals Report (“Report”)
of The Kroger Co. (“Kroger” or “we”) for calendar year 2023 in accordance with Section 13(p) of the
Securities Exchange Act of 1934, as amended, and Rule 13p-1 and Form SD thereunder (collectively, the “Rule”). Please
refer to the text of the Rule and the release of the SEC adopting the Rule, SEC Release No. 34-67716, for definitions of the
terms used in this Report, unless otherwise defined herein.
In
accordance with the Rule, Kroger undertook a good faith reasonable country of origin inquiry with respect to those Conflict Minerals contained
in products that we either manufactured or contracted with non-affiliated third parties to manufacture, which we believe are necessary
to the functionality or production of those products (“necessary Conflict Minerals”). As part of this process, we reviewed
our branded products contracted by us to be manufactured by non-affiliated third parties during the reporting period that might
or do contain one or more necessary Conflict Minerals (the “Covered Products”). The Covered Products are items in the following
categories: jewelry, indoor home décor and lighting, and outdoor yard décor. We further assumed that the Conflict Minerals
contained in those products are or may be necessary to the functionality or production of the products. As a company that primarily contracts
with others to manufacture products that contain Conflict Minerals, Kroger is several levels removed from both the actual mining, and
subsequent processing by smelters or refiners, of Conflict Minerals. Kroger does not make purchases of raw ore or unrefined Conflict Minerals
and makes no purchases in the Democratic Republic of Congo or an adjoining country (collectively, the “Covered Countries”).
Given the complexity of our supply chain, we necessarily have to rely on our direct suppliers for information regarding the origination
of Conflict Minerals.
Our Conflict Minerals compliance program was designed
to follow the supplier engagement framework adopted by the Organization for Economic Co-Operation and Development in their Due Diligence
Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Third Edition, and the accompanying Supplements
for the “3T’s” (tin, tungsten, and tantalum) and gold (“OECD Due Diligence Guidance”). Our reasonable country
of origin inquiry utilized the Responsible Business Alliance (formerly Electronic Industry Citizenship Coalition) and Global e-Sustainability
Initiative’s Conflict Minerals Reporting Template (CMRT) to survey our first-tier suppliers. The template was designed by RBA and
GeSI, under the auspices of the OECD Due Diligence Guidance as part of their joint Responsible Mineral Initiative (formerly Conflict-Free
Sourcing Initiative) to facilitate disclosure and communication of information regarding the supply chain of a downstream company like
Kroger.
We previously adopted the Kroger Conflict Minerals
Policy, which is publicly available on our website at https://www.thekrogerco.com/vendors-suppliers/general-merchandise-compliance/. The
policy sets forth Kroger’s expectations that our third party suppliers will actively support our compliance efforts by: (1) sourcing
Conflict Minerals only from facilities located outside of the Covered Countries or that have been identified via audit by an independent
third party as “conflict free” if mined or processed in the Covered Countries; (2) completing the CMR questionnaire;
(3) making available information on its due diligence used in determining the source of any conflict minerals upon Kroger’s
request; and (4) developing policies, due diligence frameworks, and management systems that are consistent with our policy.
During 2023, we continued the process of ensuring
existing and new suppliers complete the Conflict Minerals survey. The survey included the CMRT and contained questions regarding (1) the
origin of any Conflict Minerals provided by the supplier, (2) the supplier’s due diligence regarding the source of any Conflict
Minerals, (3) the supplier’s conflict-free policy, if any, (4) the supplier’s engagement with its direct suppliers,
and (5) the smelters or refiners used by the supplier and its suppliers. Based on the survey responses we have received to date;
we have seen no indication that any of the suppliers responding to our survey are sourcing or have sourced Conflict Minerals from any
of the Covered Countries.
Based on the information provided by the suppliers,
the Covered Products that may contain gold or tin are jewelry, home décor, outdoor yard décor and lighting, the Covered
Products that may contain tungsten are jewelry, outdoor yard décor and lighting, and the Covered Product that may contain tantalum
is lighting. The responses included varying degrees of information regarding the names and locations of smelters or refiners used by the
suppliers. However, there was not sufficient information to conclusively determine the countries of origin of all of the necessary Conflict
Minerals contained in the Covered Products, or whether these necessary Conflict Minerals, were derived from recycled or scrap sources.
Based on our reasonable country of origin inquiry,
Kroger does not have any reason to believe Conflict Minerals used in any of our brand products were sourced from one of the Covered Countries.
Because there is no reason to believe the Conflict Minerals may not have come from reputable sources, no further investigation into the
origin was completed and this Report was not subjected to an independent private sector audit.
We intend to continue to implement steps to improve
both the quality and amount of the information gathered from our suppliers through the reasonable country of origin inquiry and work with
our suppliers more collaboratively to further mitigate the risk that any necessary Conflict Minerals benefit or finance armed groups in
any of the Covered Countries. Steps taken in 2023 as a part of our Conflict Minerals compliance program include the following:
| ● | Collaborated with the merchandising team to identify any new suppliers for Covered Products. |
| ● | Communicated Kroger’s Conflict Minerals Policy to applicable new suppliers and required responses
to acknowledge Kroger’s Conflict Minerals Policy. |
| ● | Required suppliers to complete the Conflict Minerals Survey for our brand Covered Products. |
| ● | Provided training to Kroger associates who are responsible for sourcing our brand Covered Products. |
Current and near-term steps include, but are not
limited to, the following:
| ● | Continue to engage existing suppliers who may use Conflict Minerals in our brand Covered Products to improve
the quality of survey responses and help them gain knowledge of best practices in alignment with the Kroger Conflict Minerals Policy. |
| ● | Continue to collaborate with the merchandising team to identify new suppliers of Covered Products. |
| ● | Engage applicable new suppliers to help them understand and comply with Kroger’s Conflict Minerals
Policy and requirements, including training and survey. |
| ● | Continue to educate relevant Kroger associates on Conflict Minerals requirements and the Kroger Conflict
Minerals Policy. |
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