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 | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | 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, 2016.
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, 2016 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 https://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, 2016 is filed as Exhibit 1.01 of this Specialized Disclosure Form (Form SD).
Section 2 – Exhibits
Item 2.01 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: May 31, 2017 | 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, 2016
This Conflict Minerals Report for the year ended December 31, 2016 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 and its whitening tray devices.
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 and products that contain necessary conflict minerals by reviewing its reasonable country of origin inquiry survey results from the prior year, searching its product formula database and interviewing internal product ingredient experts. The Company requested that each of the suppliers of these materials and/or products complete the Conflict Minerals Reporting Template developed by the Conflict-Free Sourcing Initiative (“CFSI”). Responses were reviewed for consistency and completeness, and follow-up inquiries were conducted if necessary. The results of the supplier survey were discussed with members of senior management.
Results of Survey
The Company received responses from 100% of the surveyed suppliers. Certain of the surveyed suppliers indicated that they sourced conflict minerals from a smelter that sources from the Covered
Countries, but is considered “compliant” under the CFSI’s Conflict-Free Smelter Program (the “CFSP”) assessment protocols as of May 22, 2017, meaning it either had a currently valid audit or a reaudit in progress. None of the other suppliers indicated that the smelters in their supply chain source conflict minerals from the Covered Countries. One supplier indicated that the conflict minerals contained in its product are from recycled or scrap sources. As of May 22, 2017, all of the smelters reported to us were considered “compliant” under the CFSP assessment protocols.
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 https://www.colgatepalmolive.com. | |
| • | The Company has incorporated its conflict minerals policy into its Third Party Code of Conduct, which conveys the Company’s expectations regarding ethical conduct to all third parties with whom the Company does business. | |
| • | The Company has established a team comprised of employees from its procurement, legal and sustainability functions 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 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,” 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 requested its relevant suppliers to complete the Conflict Minerals Reporting Template developed by CFSI. | |
| • | The Company reviewed the supplier responses for inconsistent and/or incomplete responses that might indicate a potential risk. | |
| • | The Company compared the smelters identified by its suppliers against the CFSP’s lists of compliant and active smelters. |
| (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 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. The Company relies on the CFSP to audit smelters 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 https://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
Attached as an Annex to this Conflict Minerals Report is an aggregated list of the smelters 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 are actually in the Company’s supply chain.
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:
| • | continuing to work to incorporate supplier contract language and/or terms and conditions that will require relevant suppliers to cooperate with the Company’s conflict minerals compliance efforts; and |
| • | continuing to engage with the Company’s suppliers to further enhance their due diligence processes. |
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 whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the Securities and Exchange Commission. 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. For a description of certain factors that could cause the Company’s future events or results to differ materially from those expressed in any forward-looking statement, please refer to the Company’s filings with the Securities and Exchange Commission, including, without limitation, information under captions “Risk Factors” and “Cautionary Statement on Forward-Looking Statements” included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and subsequent Quarterly Reports on Form 10-Q.
| Annex Smelters | ||||
| Metal | Smelter Name | CFSI Smelter ID |
Smelter Location |
CFSP Status(1) |
| Tin | Alpha | CID000292 | United States of America | Compliant |
| Tin | China Tin Group Co., Ltd. | CID001070 | China | Compliant |
| Tin | Cooperativa Metalurgica de Rondônia Ltda. | CID000295 | Brazil | Compliant |
| Tin | CV Ayi Jaya | CID002570 | Indonesia | Compliant |
| Tin | CV United Smelting | CID000315 | Indonesia | Compliant |
| Tin | EM Vinto | CID000438 | Bolivia (Plurinational State of) | Compliant |
| Tin | Fenix Metals | CID000468 | Poland | Compliant |
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | CID000538 | China | Compliant |
| Tin | Magnu’s Minerais Metais e Ligas Ltda. | CID002468 | Brazil | Compliant |
| Tin | Malaysia Smelting Corporation (MSC) | CID001105 | Malaysia | Compliant |
| Tin | Metallo Belgium N.V. | CID002773 | Belgium | Compliant |
| Tin | Mineração Taboca S.A. | CID001173 | Brazil | Compliant |
| Tin | Minsur | CID001182 | Peru | Compliant |
| Tin | Mitsubishi Materials Corporation | CID001191 | Japan | Compliant |
| Tin | Operaciones Metalurgical S.A. | CID001337 | Bolivia (Plurinational State of) | Compliant |
| Tin | PT Artha Cipta Langgeng | CID001399 | Indonesia | Compliant |
| Tin | PT ATD Makmur Mandiri Jaya | CID002503 | Indonesia | Compliant |
| Tin | PT Bangka Tin Industry | CID001419 | Indonesia | Compliant |
| Tin | PT Belitung Industri Sejahtera | CID001421 | Indonesia | Compliant |
| Tin | PT Bukit Timah | CID001428 | Indonesia | Compliant |
| Tin | PT DS Jaya Abadi | CID001434 | Indonesia | Compliant |
| Tin | PT Eunindo Usaha Mandiri | CID001438 | Indonesia | Compliant |
| Tin | PT Inti Stania Prima | CID002530 | Indonesia | Compliant |
| Tin | PT Mitra Stania Prima | CID001453 | Indonesia | Compliant |
| Tin | PT Panca Mega Persada | CID001457 | Indonesia | Compliant |
| Tin | PT Refined Bangka Tin | CID001460 | Indonesia | Compliant |
| Tin | PT Sariwiguna Binasentosa | CID001463 | Indonesia | Compliant |
| Tin | PT Stanindo Inti Perkasa | CID001468 | Indonesia | Compliant |
| Tin | PT Timah (Persero) Tbk Kundur | CID001477 | Indonesia | Compliant |
| Annex Smelters | ||||
| Metal | Smelter Name | CFSI Smelter ID |
Smelter Location |
CFSP Status(1) |
| Tin | PT Timah (Persero) Tbk Mentok | CID001482 | Indonesia | Compliant |
| Tin | PT Tinindo Inter Nusa | CID001490 | Indonesia | Compliant |
| Tin | Thaisarco | CID001898 | Thailand | Compliant |
| Tin | White Solder Metalurgia e Mineração Ltda. | CID002036 | Brazil | Compliant |
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CID002158 | China | Compliant |
| Tin | Yunnan Tin Group (Holding) Company Limited | CID002180 | China | Compliant |
| Tantalum | Duoluoshan | CID000410 | China | Compliant |
| Tantalum | Global Advanced Metals Aizu | CID002558 | China | Compliant |
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CID001277 | Kazakhstan | Compliant |
| Tantalum | Ulba Metallurgical Plant JSC | CID001969 | Japan | Compliant |
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CID002320 | China | Compliant |
| Tungsten | Xiamen Tungsten Co., Ltd. | CID002082 | China | Compliant |
| Gold | Gold Refinery of Zijin Mining Group Co., Ltd. | CID002243 | China | Compliant |
| (1) | Smelters identified as “Compliant” are compliant with the CFSP assessment protocols (as of May 22, 2017) and include (i) smelters with currently valid audits and (ii) smelters with reaudits in progress. |