UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
COLGATE-PALMOLIVE COMPANY
(Exact name of the registrant as specified in its charter)
| Delaware | 1-644 | 13-1815595 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 300 Park Avenue, New York, NY | 10022 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Dennis J. Hickey
Chief Financial Officer
(212) 310-2000
(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, 2014.
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Colgate-Palmolive Company (the “Company”) has filed this Specialized Disclosure Form (Form SD) (including the Conflict Minerals Report) for the year ended December 31, 2014 to comply with Rule 13p-1 under the Securities Exchange Act of 1934 relating to “conflict minerals.” This report is also available in the “For Investors” section of the Company’s website at http://www.colgatepalmolive.com. The reference to the Company’s website is provided for convenience only, and its contents are not incorporated by reference into this Specialized Disclosure Form (Form SD) nor deemed filed with the U.S. Securities and Exchange Commission.
Item 1.02 Exhibit
The Company’s Conflict Minerals Report for the year ended December 31, 2014 is filed as Exhibit 1.01 of this Specialized Disclosure Form (Form SD).
Section 2 – Exhibits
| Exhibit 1.01 | Conflict Minerals Report of Colgate-Palmolive Company, as required by Items 1.01 and 1.02 of this Specialized Disclosure Form (Form SD). |
SIGNATURE
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 undersigned hereunto duly authorized.
| COLGATE-PALMOLIVE COMPANY | ||||
| Date: June 1, 2015 | By: | /s/ Dennis J. Hickey | ||
| Name: | Dennis J. Hickey | |||
| Title: | Chief Financial Officer | |||
Exhibit 1.01
Colgate-Palmolive Company
Conflict Minerals Report
for the Year Ended December 31, 2014
This Conflict Minerals Report for the year ended December 31, 2014 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 relating to “conflict minerals” (the “Rule”). For purposes of the Rule, “conflict minerals” are limited to cassiterite, columbite-tantalite, wolframite and gold, including their derivatives, which are limited to tin, tantalum and tungsten.
Introduction
Colgate-Palmolive Company (the “Company”) is a leading consumer products company whose products are marketed in over 200 countries and territories throughout the world. As a result of the Company’s global operations, its supply chain sources materials, finished products and services globally and from a large number of suppliers worldwide. The Company does not typically source any minerals, including conflict minerals, directly from mines, smelters or refiners and is several supply chain levels removed from these market activities.
The Company manufactures and markets a wide array of oral care, personal care, home care and pet nutrition products. As required by the Rule, the Company has conducted a review of its products to determine whether they contain conflict minerals that are necessary to their functionality or production. Only a small number of the Company’s products were determined to contain necessary conflict minerals. The Company determined that necessary conflict minerals were contained in components of its electric and battery toothbrushes.
Reasonable Country of Origin Inquiry
As required by the Rule, the Company conducted a reasonable country of origin inquiry into its supply chain to determine whether any of the conflict minerals contained in its products originated in the Democratic Republic of Congo or adjoining countries (collectively, the “Covered Countries”).
Supplier Survey
The Company identified its materials that contain necessary conflict minerals by searching its product formula database and interviewing internal product ingredient experts. The Company also identified contract manufactured products for which the Company did not have sufficient internal information to determine whether the products contain necessary conflict minerals and which the Company determined had the potential to contain metals. The Company sent each of the suppliers of these materials and products a survey requesting it to certify, among other things:
| (1) | the name of each material or finished product it supplied to the Company during 2014; |
| (2) | whether such material or finished product contained conflict minerals and, if so, the type of conflict minerals; |
| (3) | whether the conflict minerals were all sourced from recycled or scrap materials; |
| (4) | whether the conflict minerals originated in a Covered Country; |
| (5) | the country of origin of such conflict minerals; and |
| (6) | additional details regarding the basis for the information provided, including the due diligence steps taken by the supplier. |
Results of Survey
The Company received responses from approximately 94% of the surveyed suppliers. Certain of the surveyed suppliers indicated that they sourced conflict minerals from smelters certified as “conflict-free” under the Conflict-Free Sourcing Program which source conflict minerals from the Covered Countries. None of the Company’s other surveyed suppliers indicated that they sourced conflict minerals from the Covered Countries. However, several of the surveyed suppliers were unable to gather complete data regarding the origin of the conflict minerals in their supply chains.
Due Diligence Process
The Company has exercised due diligence on its supply chain, with the goal of determining that the necessary conflict minerals contained in its products did not directly or indirectly finance or benefit armed groups in the Covered Countries. The Company designed its due diligence process to comply in all substantive respects to the framework set forth in the Organization for Economic Cooperation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Framework”).
The Company performed the following due diligence steps:
| (1) | Establish strong company management systems |
| · | The Company has adopted a conflict minerals policy, which includes information on how to contact the Company for further information and/or to report concerns. The policy is available in the “Sustainability” section of the Company’s website at http://www.colgatepalmolive.com. |
| · | The Company has established a team comprised of employees from its Procurement, Legal and Sustainability departments to design and implement its conflict minerals compliance efforts with senior executive level support and oversight. |
| · | The Company has provided background information and training on the Rule to employees involved in its conflict minerals compliance efforts. |
| · | The Company requested relevant suppliers to identify the smelters/refiners and mines of origin of the conflict minerals in their materials or products. |
| · | The Company requires that conflict materials documentation be retained for six years pursuant to the Company’s document retention policy. |
| (2) | Identify and assess risks in the supply chain |
| · | As described above under “Reasonable Country of Origin Inquiry,” the Company sent surveys to relevant suppliers in order to identify the sources of the conflict minerals in its supply chain. |
| · | In order to determine the mine or location of origin of the conflict minerals in the Company’s supply chain with the greatest possible specificity, the Company also requested from each of these suppliers, to the extent available, a list of the smelters and |
| refiners that produced the supplier’s conflict minerals and a list of the mines where the conflict minerals were sourced. | ||
| · | The Company reviewed the supplier responses for inconsistent and/or incomplete responses that might indicate a potential risk. |
| · | The Company compared the smelters and refiners identified by the responding suppliers against the list of facilities that have received a “conflict-free” designation under the Conflict-Free Smelter Program. |
| (3) | Design and implement a strategy to respond to identified risks |
The Company implemented a risk management plan designed to identify, monitor and mitigate identified risks. Elements of the plan included:
| · | providing updates to senior management in the finance, supply chain and legal functions; |
| · | sending corrective action follow-up notices to suppliers who provided incomplete and/or inconsistent responses to the Company’s information requests; |
| · | informing relevant suppliers about the Company’s conflict minerals policy; and |
| · | encouraging suppliers who provided inconsistent or incomplete responses to improve their due diligence practices and/or utilize conflict-free smelters, in accordance with the Company’s conflict minerals policy. |
| (4) | Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain |
The Company does not conduct audits of smelters and refiners. The Company relies on the Conflict Free Sourcing Program to audit smelters and refiners that may be in the Company’s supply chain.
| (5) | Report on supply chain due diligence |
This Conflict Minerals Report and the Company’s Specialized Disclosure Report (Form SD) are available in the “For Investors” section of the Company’s website at http://www.colgatepalmolive.com. The reference to the Company’s website is provided for convenience only, and its contents are not incorporated by reference into this Conflict Minerals Report nor deemed filed with the U.S. Securities and Exchange Commission.
Smelters and Refiners
Attached as an Annex to this Conflict Minerals Report is an aggregated list of the smelters/refiners reported to the Company by its suppliers of conflict minerals. Some of the suppliers that provided this information did so either on a company or division level, and not in relation to specific products. Therefore, the Company is unable to determine whether many of these smelters/refiners are actually in the Company’s supply chain. None of the Company’s suppliers of conflict minerals provided information on the mines where the conflict minerals were sourced.
Ongoing Risk Mitigation Efforts
The Company is implementing an ongoing risk mitigation plan that is intended to strengthen its supply chain due diligence capability and traceability with respect to conflict minerals and reduce the risk that the sourcing of any conflict minerals benefits armed groups in the Covered Countries. The Company’s ongoing risk mitigation efforts are expected to include:
| · | incorporating supplier contract language and/or terms and conditions that will require suppliers to cooperate with the Company’s conflict minerals compliance efforts; |
| · | incorporating the Company’s conflict minerals policy into the Company’s Third Party Code of Conduct; and |
| · | continuing to further enhance the Company’s supplier surveys and due diligence process, including by utilizing the Conflict-Free Sourcing Initiative supplier survey template. |
Cautionary Statement on Forward-Looking Statements
This Conflict Minerals Report, including the description of the Company’s ongoing risk mitigation efforts, contains forward-looking statements as such term is defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and releases. These statements are made on the basis of the Company’s views and expectations as of this time and the Company undertakes no obligation to update these statements except as required by law. The Company cautions investors that such forward-looking statements are not guarantees of future performance and that actual events or results may differ materially from those statements due to factors such as the implementation of satisfactory traceability and other compliance measures by the Company’s direct and indirect suppliers on a timely basis or at all, whether smelters and refiners and other market participants responsibly source conflict minerals, internal and external resource restraints, and political and regulatory developments, whether in the Covered Countries, the United States or elsewhere.
Annex
Smelters and Refiners
| Smelter/Refiner | CFSI Smelter ID | |
| 1. | Kennecott Utah Copper | |
| 2. | Nighe Tin Non-Ferrous Metal | |
| 3. | A.L.M.T. Corp. | CID000004 |
| 4. | Aida Chemical Industries Co. Ltd. | CID000019 |
| 5. | Allgemeine Gold-und Silberscheideanstalt A.G. | CID000035 |
| 6. | Almalyk Mining and Metallurgical Complex (AMMC) | CID000041 |
| 7. | AngloGold Ashanti Córrego do Sítio Minerção | CID000058 |
| 8. | Argor-Heraeus SA | CID000077 |
| 9. | Asahi Pretec Corporation | CID000082 |
| 10. | Kennametal Huntsville | CID000105 |
| 11. | Aurubis AG | CID000113 |
| 12. | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | CID000128 |
| 13. | Caridad | CID000180 |
| 14. | CCR Refinery – Glencore Canada Corporation | CID000185 |
| 15. | Guangdong Xianglu Tungsten Co., Ltd. | CID000218 |
| 16. | Chimet S.p.A. | CID000233 |
| 17. | Chongyi Zhangyuan Tungsten Co., Ltd. | CID000258 |
| 18. | Chugai Mining | CID000264 |
| 19. | CNMC (Guangxi) PGMA Co. Ltd. | CID000278 |
| 20. | Alpha | CID000292 |
| 21. | Cooper Santa | CID000295 |
| 22. | CV JusTindo | CID000307 |
| 23. | CV Makmur Jaya | CID000308 |
| 24. | CV Serumpun Sebalai | CID000313 |
| 25. | CV United Smelting | CID000315 |
| 26. | Daejin Indus Co. Ltd | CID000328 |
| 27. | Do Sung Corporation | CID000359 |
| 28. | Dowa | CID000401 |
| 29. | Duoluoshan | CID000410 |
| 30. | Eco-System Recycling Co., Ltd. | CID000425 |
| 31. | EM Vinto | CID000438 |
| 32. | Fenix Metals | CID000468 |
| 33. | FSE Novosibirsk Refinery | CID000493 |
| 34. | Gejiu Non-Ferrous Metal Processing Co. Ltd. | CID000538 |
| 35. | Global Advanced Metals | CID000564 |
| 36. | Global Tungsten & Powders Corp. | CID000568 |
| 37. | Heimerle + Meule GmbH | CID000694 |
| 38. | Heraeus Ltd. Hong Kong | CID000707 |
| 39. | Heraeus Precious Metals GmbH & Co. KG | CID000711 |
| 40. | Huichang Jinshunda Tin Co. Ltd | CID000760 |
| 41. | Hunan Chunchang Nonferrous Metals Co., Ltd. | CID000769 |
| 42. | Hwasung CJ Co. Ltd | CID000778 |
| 43. | Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited | CID000801 |
| 44. | Ishifuku Metal Industry Co., Ltd. | CID000807 |
| 45. | Japan New Metals Co., Ltd. | CID000825 |
| 46. | Jiangxi Copper Company Limited | CID000855 |
| 47. | Jiangxi Nanshan | CID000864 |
| 48. | Ganzhou Non-ferrous Metals Smelting Co., Ltd. | CID000868 |
| 49. | Ganzhou Huaxing Tungsten Products Co., Ltd. | CID000875 |
| 50. | Johnson Matthey Ltd | CID000924 |
| 51. | JX Nippon Mining & Metals Co., Ltd. | CID000937 |
| 52. | Kennametal Fallon | CID000966 |
| 53. | Kojima Chemicals Co., Ltd | CID000981 |
| 54. | Korea Metal Co. Ltd | CID000988 |
| 55. | Linwu Xianggui Smelter Co | CID001063 |
| 56. | China Tin Group Co., Ltd. | CID001070 |
| 57. | LS-NIKKO Copper Inc. | CID001078 |
| 58. | Malaysia Smelting Corporation (MSC) | CID001105 |
| 59. | Materion | CID001113 |
| 60. | Matsuda Sangyo Co., Ltd. | CID001119 |
| 61. | Metallo Chimique | CID001143 |
| 62. | Metalor Technologies (Hong Kong) Ltd | CID001149 |
| 63. | Metalor Technologies SA | CID001153 |
| 64. | Metalor USA Refining Corporation | CID001157 |
| 65. | Mineração Taboca S.A. | CID001173 |
| 66. | Minsur | CID001182 |
| 67. | Mitsubishi Materials Corporation | CID001188 |
| 68. | Mitsubishi Materials Corporation | CID001191 |
| 69. | Mitsui Mining and Smelting Co., Ltd. | CID001193 |
| 70. | Navoi Mining and Metallurgical Combinat | CID001236 |
| 71. | Nihon Material Co. LTD | CID001259 |
| 72. | Ningxia Orient Tantalum Industry Co., Ltd. | CID001277 |
| 73. | Novosibirsk Integrated Tin Works | CID001305 |
| 74. | Ohio Precious Metals, LLC | CID001322 |
| 75. | Ohura Precious Metal Industry Co., Ltd | CID001325 |
| 76. | OMSA | CID001337 |
| 77. | PT Alam Lestari Kencana | CID001393 |
| 78. | PT Artha Cipta Langgeng | CID001399 |
| 79. | PT Babel Inti Perkasa | CID001402 |
| 80. | PT Babel Surya Alam Lestari | CID001406 |
| 81. | PT Bangka Kudai Tin | CID001409 |
| 82. | PT Bangka Putra Karya | CID001412 |
| 83. | PT Bangka Tin Industry | CID001419 |
| 84. | PT Belitung Industri Sejahtera | CID001421 |
| 85. | PT BilliTin Makmur Lestari | CID001424 |
| 86. | PT Bukit Timah | CID001428 |
| 87. | PT DS Jaya Abadi | CID001434 |
| 88. | PT Eunindo Usaha Mandiri | CID001438 |
| 89. | PT Fang Di MulTindo | CID001442 |
| 90. | PT HP Metals Indonesia | CID001445 |
| 91. | PT Koba Tin | CID001449 |
| 92. | PT Mitra Stania Prima | CID001453 |
| 93. | PT Prima Timah Utama | CID001458 |
| 94. | PT REFINED BANGKA TIN | CID001460 |
| 95. | PT Sariwiguna Binasentosa | CID001463 |
| 96. | PT Stanindo Inti Perkasa | CID001468 |
| 97. | PT Sumber Jaya Indah | CID001471 |
| 98. | PT Tambang Timah | CID001477 |
| 99. | PT Timah (Persero), Tbk | CID001482 |
| 100. | PT Pelat Timah Nusantara Tbk | CID001486 |
| 101. | PT Tinindo Inter Nusa | CID001490 |
| 102. | PT Yinchendo Mining Industry | CID001494 |
| 103. | Rand Refinery (Pty) Ltd | CID001512 |
| 104. | Royal Canadian Mint | CID001534 |
| 105. | Sabin Metal Corp. | CID001546 |
| 106. | SAMWON METALS Corp. | CID001562 |
| 107. | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | CID001622 |
| 108. | Solar Applied Materials Technology Corp. | CID001761 |
| 109. | Sumitomo Metal Mining Co., Ltd. | CID001798 |
| 110. | Tanaka Kikinzoku Kogyo K.K. | CID001875 |
| 111. | Thaisarco | CID001898 |
| 112. | The Great Wall Gold and Silver Refinery of China | CID001909 |
| 113. | The Refinery of Shandong Gold Mining Co. Ltd | CID001916 |
| 114. | Tokuriki Honten Co., Ltd | CID001938 |
| 115. | Torecom | CID001955 |
| 116. | Ulba | CID001969 |
| 117. | Umicore SA Business Unit Precious Metals Refining | CID001980 |
| 118. | United Precious Metal Refining, Inc. | CID001993 |
| 119. | Valcambi SA | CID002003 |
| 120. | Western Australian Mint trading as The Perth Mint | CID002030 |
| 121. | White Solder Metalurgia e Mineração Ltda. | CID002036 |
| 122. | Wolfram Bergbau und Hütten AG | CID002044 |
| 123. | Wolfram Company CJSC | CID002047 |
| 124. | Xiamen Tungsten Co., Ltd. | CID002082 |
| 125. | Yokohama Metal Co Ltd | CID002129 |
| 126. | Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. | CID002158 |
| 127. | Yunnan Tin Company, Ltd. | CID002180 |
| 128. | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CID002224 |
| 129. | Zijin Mining Group Co. Ltd | CID002243 |
| 130. | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | CID002317 |
| 131. | Xiamen Tungsten (H.C.) Co., Ltd. | CID002320 |
| 132. | Ganzhou Seadragon W & Mo Co., Ltd. | CID002494 |
| 133. | Chenzhou Diamond Tungsten Products Co., Ltd. | CID002513 |
| 134. | H.C. Starck GmbH | CID002541 |
| 135. | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | CID002551 |