UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
WALMART INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-6991 |
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(State or other jurisdiction |
(Commission |
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of incorporation or organization) |
File Number) |
702 S.W. 8th Street
Bentonville, Arkansas 72716
(Address of principal executive offices)(Zip Code)
Matthew Miner
Executive Vice President, Global Chief Ethics and Compliance
Officer
479-273-4000
(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:
☒ Rule 13p-1 under the Securities Exchange
Act (17 CFR 240.13p-1) for the reporting period from January 1 to
December 31, 2022.
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
This Specialized Disclosure Report on Form SD (this “Specialized
Disclosure Report”) of Walmart Inc. (the “Registrant”) is being
filed with the Securities and Exchange Commission pursuant to Rule
13p-1 promulgated under the Securities Exchange Act of 1934, as
amended (“Rule 13p-1”), and Item 1.01 of Form SD (“Item 1.01”) with
respect to the reporting year ended December 31, 2022 (the
“Reporting Year”).
The Registrant and its subsidiaries (collectively, the “Company”)
operate retail stores that sell goods to the Company’s customers,
some of which goods contain Conflict Minerals (as described below)
and are Conflict Minerals Products (as further described below).
Except as discussed below, the Company acquires Conflict Minerals
Products from third-party suppliers and does not manufacture or
contract to manufacture any Conflict Minerals
Products.
The supply chain with respect to the goods the Company sells to its
customers is complex. Often a number of third parties are in the
supply chain between the Company’s direct third-party suppliers of
goods and materials the Company acquires and the original sources
of any conflict minerals (as defined in Item 1.01 and referred to
herein as “Conflict Minerals”) contained in such goods or
materials. The Company does not purchase Conflict Minerals directly
from mines, smelters, or refiners. As a consequence, the Company
must rely on its third-party suppliers to provide the Company with
information regarding any Conflict Minerals contained in goods and
materials those suppliers sell to the Company.
Conflict Minerals Disclosure
To comply with the requirements of Rule 13p-1 and Item 1.01, the
Company has adopted a Global Conflict Minerals Compliance Policy
(the “Conflict Minerals Policy”) that sets forth the Company’s
expectations that its third-party suppliers will actively support
the Company’s Conflict Minerals compliance efforts by: (1) adopting
responsible mineral sourcing policies in dealing with their supply
chain consistent with the Conflict Minerals Policy and the
Organization for Economic Co-operation and Development’s Due
Diligence Guidance for Responsible Supply Chains of Minerals from
Conflict-Affected and High-Risk Areas; (2) supplying products to
the Company that do not contain Conflict Minerals that have been
sourced under circumstances that contribute to armed conflict in
the Democratic Republic of the Congo and its adjoining countries
(the “Covered Countries”); and (3) providing the Company with
evidence to support the suppliers’ representations as to the
Conflict Minerals status of their products upon request. The
expectations of the Company under its Conflict Minerals Policy were
communicated to the Suppliers. In addition, the Company has
designed and implemented a system of controls and procedures (the
“Compliance System”) to enable the Company, among other
things:
•to
identify any products the Company sells or offers for sale to its
customers that, for purposes of Rule 13p-1 and Item 1.01, it
manufactures or contracts to manufacture that contain one or more
Conflict Minerals that are necessary to the functionality or
production of such products (each, a “Necessary Conflict
Mineral”);
•to
make good faith, reasonable country of origin inquiries (“RCOIs”)
to determine the country of origin of each Necessary Conflict
Mineral contained in one or more of the Conflict Minerals Products
the Company sells or that such Necessary Conflict Mineral
came
from recycled or scrap sources (as defined in Item 1.01 and
referred to herein as “Recycled or Scrap Sources”);
and
•where
required, to conduct due diligence on the source and chain of
custody of Necessary Conflict Minerals contained in Conflict
Minerals Products.
Pursuant to internal procedures performed by the Company under the
Compliance System, the Company determined that:
•the
Company sold and offered for sale to its customers certain HDMI
cables from a HDMI cable supplier that: (a) under the provisions of
Rule 13p-1 and Item 1.01, the Company may be deemed to have
contracted to manufacture, and the manufacture of which was
completed in the Reporting Year; and (b) contained gold that may be
deemed to be necessary to the functionality or production of the
cables for purpose of Rule 13p-1 and Item 1:01 (“Necessary
Gold”).
•the
Company sold and offered for sale to its customers a number of
jewelry products purchased from jewelry suppliers that: (a) under
the provisions of Rule 13p-1 and Item 1.01, the Company may be
deemed to have contracted to manufacture, and the manufacture of
which was completed in the Reporting Year; and (b) contained gold
that may be deemed to be necessary to the functionality or
production of the jewelry for purpose of Rule 13p-1 and Item 1:01
(“Necessary Gold”).
Upon identifying the Products pursuant to the Compliance System,
the Company conducted RCOIs with respect to the Necessary Gold. The
RCOIs involved the following steps:
(a)the
Company notified the Suppliers of the Conflict Minerals Policy, the
Company’s expectations regarding its compliance obligations under
Rule 13p-1 and its expectations for the Suppliers’ cooperation in
the Company’s compliance activities;
(b)provided
the Suppliers with a Walmart awareness training on Conflict
Minerals;
(c)required
and assessed appropriate completion of a Conflict Minerals Survey,
which is designed to elicit representations and certifications from
the Suppliers to provide the Company with reasonable assurance as
to country of origin and source of, in the case of the Products,
the Necessary Gold by each Supplier;
(d)obtained
from each Supplier, and analyzed and took steps to confirm each
Supplier’s responses to, the Conflict Minerals Survey;
(e)escalated
inquiries and communications with any Supplier not providing
complete and acceptable responses and confirmed that follow-up
training regarding Rule 13p-1, Item 1.01, and the Conflict Minerals
Survey was conducted as the Company deemed appropriate based on its
assessment of that Supplier’s completion of the Conflict Minerals
Survey;
(f)obtained
final completion of each Supplier’s Conflict Minerals
Survey;
(g)analyzed
and took steps to confirm any follow-up responses of any Supplier
required to be made to the Conflict Minerals Survey or other
inquiries made of any Supplier; and
(h)compiled
the results of the Conflict Minerals Surveys and other inquiries
and reviewed such results to determine the country of origin of the
Necessary Gold or whether the Company reasonable believes it came
from Recycled or Scrap Sources.
The results of the Company’s RCOIs, which were conducted as
described above, were that 82 of the 86 in-scope Conflict Minerals
Products came from Recycled or Scrap Sources. From the suppliers of
the remaining four in-scope Conflict Minerals Products, the Company
received information from the in-scope HDMI cable supplier and the
in-scope jewelry supplier that the Necessary Gold came from
conflict-free smelters located outside the Covered Countries - the
United Arab Emirates and China.
The information provided by the Suppliers included responses to
questions in the completed Conflict Minerals Surveys and
representations or certifications of the Suppliers relating to
their sourcing of the Necessary Gold, the location of origin of
that Necessary Gold and whether that Necessary Gold came from
Recycled or Scrap Sources. The Company validated the Suppliers’
representations that the smelters were conflict free and from
locations outside the Covered Countries with information from the
Responsible Minerals Initiative, in which the Company is a
member.
The Company concluded that the information obtained as a result of
the Company’s RCOIs: (1) was sufficient to permit the Company to
determine that the Necessary Gold originated from conflict-free
smelters located outside of the Covered Countries; (2) was
sufficient to permit the Company to determine whether the Necessary
Gold did come from Recycled or Scrap Sources; or (3) gave the
Company no reason to believe that any of the Necessary Gold
originated in a Covered Country. None of the information obtained
by the Company presented warning signs or other circumstances to
the Company indicating to the Company that any of the Necessary
Gold comes from non-conflict free smelters or may have originated
in a Covered Country.
Based on its RCOIs, (1) the Company determined that the Necessary
Gold in the Products either: (a) originated in a location other
than in a Covered Country; or (b) came from Recycled or Scrap
Sources; and (2) the Company has no reason to believe that any of
the Necessary Gold may have originated from non-conflict free
smelters or from one or more of the Covered Countries. Accordingly,
the Company is not required to provide a Conflict Minerals Report
as an exhibit to this Specialized Disclosure Report.
This Specialized Disclosure Report and the Conflict Minerals Policy
are available for review on the Registrant’s publicly available
corporate website at
http://stock.walmart.com/ESG-INVESTORS/conflictmineralsreport and
at http://corporate.walmart.com/policies/conflict-minerals-policy,
respectively. The content of any website referenced in this Form SD
is included for general information only and is not incorporated by
reference in this Form SD.
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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WALMART INC.
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By: |
/s/ Matthew Miner |
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Date: May 26, 2023
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Matthew Miner |
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Executive Vice President, Global Chief Ethics and Compliance
Officer |
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Walmart (NYSE:WMT)
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