0001193125-15-207642.txt : 20150601 0001193125-15-207642.hdr.sgml : 20150601 20150601080420 ACCESSION NUMBER: 0001193125-15-207642 CONFORMED SUBMISSION TYPE: SD PUBLIC DOCUMENT COUNT: 3 13p-1 1.01 20141231 1.02 20141231 FILED AS OF DATE: 20150601 DATE AS OF CHANGE: 20150601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHURCH & DWIGHT CO INC /DE/ CENTRAL INDEX KEY: 0000313927 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 134996950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SD SEC ACT: 1934 Act SEC FILE NUMBER: 001-10585 FILM NUMBER: 15901283 BUSINESS ADDRESS: STREET 1: 500 CHARLES EWING BOULEVARD CITY: EWING STATE: NJ ZIP: 08628 BUSINESS PHONE: 609-806-1200 MAIL ADDRESS: STREET 1: 500 CHARLES EWING BOULEVARD CITY: EWING STATE: NJ ZIP: 08628 SD 1 d933257dsd.htm FORM SD Form SD

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD

 

 

SPECIALIZED DISCLOSURE REPORT

 

 

 

LOGO

CHURCH & DWIGHT CO., INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-10585   13-4996950

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

500 Charles Ewing Boulevard, Ewing, NJ 08628

(Address of Principal Executive Offices) (Zip Code)

Patrick de Maynadier

Executive Vice President, General Counsel and Secretary

(609) 806-1200

(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

Church & Dwight Co., Inc. (the “Company”) has determined that certain “conflict minerals” (as defined in Section 1502(e)(4) of the Securities and Exchange Act of 1934, as amended) are necessary to the functionality and/or production of certain products manufactured or contracted to be manufactured by the Company in 2014 (the “Covered Products”). Consequently, the Company conducted in good faith a reasonable country of origin inquiry regarding such necessary conflict minerals, reasonably designed to determine whether any of the conflict minerals originated in the Democratic Republic of the Congo or an adjoining country (collectively, the “Covered Countries”), or were from recycled or scrap sources. Based on its reasonable country of origin inquiry, the Company has determined that certain of the conflict minerals used in the Covered Products may have originated in the Covered Countries. Accordingly, as required by applicable rules, the Company also performed due diligence on the source and chain of custody of such conflict minerals as described more fully in the Conflict Minerals Report, which is filed herewith as Exhibit 1.01.

The Company is filing this Specialized Disclosure Report (Form SD), including the Conflict Minerals Report attached as Exhibit 1.01 hereto, for the calendar year ended December 31, 2014 to comply with Rule 13p-1 of the Securities Exchange Act of 1934, as amended.

A copy of this Form SD and the Conflict Minerals Report attached as an exhibit hereto are available at: http://investor.churchdwight.com/phoenix.zhtml?c=110737&p=irol-sec. The Company’s website and the information accessible through it are not incorporated into this Form SD.

Item 1.02 Exhibit

The Company’s Conflict Minerals Report for calendar year 2014 is filed as Exhibit 1.01 to this Form SD and is incorporated herein by reference.

Section 2 – Exhibits

Item 2.01 – Exhibits

Exhibit 1.01 – Conflict Minerals Report of Church & Dwight Co., Inc.


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 undersigned hereunto duly authorized.

 

CHURCH & DWIGHT CO., INC.
Date: June 1, 2015 By:

/s/ Patrick de Maynadier

Name: Patrick de Maynadier
Title: Executive Vice President, General Counsel and Secretary
EX-1.01 2 d933257dex101.htm EX-1.01 EX-1.01

Exhibit 1.01 to Form SD

Church & Dwight Co., Inc.

Conflict Minerals Report for the Fiscal Year 2014

This Conflict Minerals Report (this “Report”) of Church & Dwight Co., Inc. (the “Company”) has been prepared pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2014 to December 31, 2014.

The Rule requires disclosure of certain information when a company manufactures, or contracts to manufacture, products and any of the minerals specified in the Rule are necessary to the functionality or production of such products. The specified minerals, which the Company collectively refers to in this Report as the “Conflict Minerals,” are gold, columbite-tantalite (coltan), cassiterite and wolframite and certain of their derivatives. The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. As described in this Report, certain Conflict Minerals are necessary to the functionality or production of products that the Company contracts to manufacture.

Description of the Company’s Products Covered by this Report

This Report relates to products: (i) for which Conflict Minerals are necessary to the functionality or production of the product; and (ii) that were contracted to be manufactured by the Company during calendar year 2014.

These products, which are referred to in this Report collectively as the “Covered Products,” were identified by the Company’s internal global operations team, with input from the relevant component material vendors and contract manufacturers (collectively, “Suppliers”). The Covered Products identified are the following:

 

    Battery operated toothbrushes

 

    Pregnancy test kits

 

    Ovulation test kits

 

    Vibrators

Approximately 6% of the Company’s consolidated net sales in 2014 were derived from the sale of Covered Products.

The Company’s RCOI and Due Diligence Process

The Company has in good faith conducted a reasonable country of origin inquiry regarding the Conflict Minerals. This country of origin inquiry was designed to determine whether any of the Conflict Minerals used in the Covered Products may have originated in the Covered Countries and/or whether any of such Conflict Minerals may be from recycled or scrap sources. The Company determined that certain of the Conflict Minerals used in the Covered Products may have originated in the Covered Countries. Accordingly, the Company also performed due diligence on the source and chain of custody of such Conflict Minerals. The Company’s due diligence measures have been designed to conform to the framework in the Organisation for Economic Co-Operation and Development Due Diligence Guidance


for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”). The Company’s due diligence process was led by the Company’s Law Department with input from representatives of the Company’s global operations, who provided subject matter expertise and managed the relationships with the Suppliers of the Covered Products.

The Company has adopted a Conflict Minerals Policy supplementing its previously existing policies regarding social responsibility. A copy of the Company’s Conflict Minerals Policy is publically available at: www.churchdwight.com/company/our-values-and-vision/corporate-responsibility.aspx. In addition, the Company took steps across its entire supply chain to support conflict free sourcing of Conflict Minerals. For example, the Company’s form purchasing terms and conditions include a representation and warranty that the products supplied do not contain any Conflict Minerals and a requirement that the Company be alerted should such representation change. The Company remains committed to ensuring that it is not sourcing Conflict Minerals that fund armed groups in the Covered Countries, and it expects all its suppliers to respect internationally recognized human rights, comply with all applicable laws and conduct their business ethically and responsibly. Any supplier found to be in violation is subject to corrective action potentially including termination of its business relationship with the Company.

As a “downstream company” in the metals supply chain, the Company is many tiers removed from smelters and refiners that process the metals found in its final products, and there may be many intervening third parties between the original sources of Conflict Minerals and the Company. The Company does not manufacture any of the Covered Products it sells, nor does it purchase Conflict Minerals directly from mines, smelters or refiners, so it must therefore rely on its immediate suppliers, with which it has business relationships, to provide information regarding the sourcing, including country of origin, of necessary Conflict Minerals in its products.

Accordingly, after having identified the relevant products, the Company, consistent with the OECD Guidance, requested that the Suppliers provide certifications (“Certifications”) confirming in writing that, either (i) the products did not contain Conflict Minerals or, (ii) if present in the product, such Conflict Minerals either (a) came from recycled or scrap sources, or (b) did not originate in the Covered Countries. The Company in turn, relied on its contract manufacturers to solicit responses from its sub-tier suppliers.

The Certifications received were reviewed for completeness and consistency of answers, and the Suppliers were required to provide corrections and clarifications where needed. For those Suppliers that provided incomplete information, or if further information was needed from a Supplier (for example, if the information received appeared incorrect or not trustworthy), the Company requested further information/detail from such Suppliers. For those Suppliers that did not respond to the initial inquiry, the Company sent follow-up inquires to solicit their responses. In addition, the Company supplemented the responses received with information derived from alternate sources, including, but not limited to, e-mail and telephone communications and publicly available disclosures.

As of May 26, 2015, of the twelve (12) Suppliers from which Certifications were requested, ten (10) responded that either the products supplied did not contain Conflict Minerals or the Conflict Minerals did not originate in one of the Covered Countries. Of the remaining two (2) Suppliers, one (1) Supplier did not respond despite repeated efforts to obtain a response, and one (1) Supplier (the “Reporting Supplier”) indicated that it had sourced conflict minerals from the Covered Countries.

In response to the Company’s request for a Certification, the Reporting Supplier, itself an SEC reporting company subject to the Rule, provided a Conflict Free Sourcing Initiative’s Conflict Minerals Reporting Template (CFSI CMRT) version 3.02 completed at the company level. The provided CFSI CMRT indicated that the Reporting Supplier was able to identify at least 96% of the smelters that it and its


sub-tier suppliers used to manufacture all of the Reporting Supplier’s products (including those not supplied to the Company), and all smelters known to source within the Covered Countries were recognized to be DRC conflict free. The Company compared the reported smelters against the list of certified smelters included in the CFSI Conflict-Free Smelter Program (available at www.conflictfreesourcing.org). The specific smelters identified by the Reporting Supplier are set forth on Annex I attached hereto.

Future Improvements to Due Diligence Process

The Company expects to continue to engage with its Suppliers to obtain current, accurate and complete information about its supply chain and to evaluate the Company’s due diligence measures to identify more efficient and effective means to obtain current, accurate and complete information about its supply chain. The Company will continue to refine its internal system to maintain and retrieve data from Suppliers regarding the products they supply and to encourage more widespread adoption of robust supply chain practices on the part of the Suppliers in the future. In addition, the Company anticipates that it will revise its current sourcing procedures in order to identify in advance those potential Suppliers that may source Conflict Minerals from one or more of the Covered Countries, as well as in such cases the status of applicable smelters. The Company intends to follow up with Suppliers that have not responded to its inquiries in a timely manner and consider further action under its policy.


Annex I

Smelters Identified by Reporting Company

 

Metal

 

Smelter Name

 

Smelter Country

Gold   Aida Chemical Industries Co. Ltd.   JAPAN
Gold   Allgemeine Gold-und Silberscheideanstalt A.G.   GERMANY
Gold   AngloGold Ashanti Córrego do Sítio Minerção   BRAZIL
Gold   Argor-Heraeus SA   SWITZERLAND
Gold   Asahi Pretec Corporation   JAPAN
Gold   Asaka Riken Co Ltd   JAPAN
Gold   Aurubis AG   GERMANY
Gold   CCR Refinery – Glencore Canada Corporation   CANADA
Gold   Chimet S.p.A.   ITALY
Gold   Dowa   JAPAN
Gold   Eco-System Recycling Co., Ltd.   JAPAN
Gold   Heimerle + Meule GmbH   GERMANY
Gold   Heraeus Ltd. Hong Kong   HONG KONG
Gold   Heraeus Precious Metals GmbH & Co. KG   GERMANY
Gold   Ishifuku Metal Industry Co., Ltd.   JAPAN
Gold   Johnson Matthey Inc   UNITED STATES
Gold   Johnson Matthey Ltd   CANADA
Gold   JX Nippon Mining & Metals Co., Ltd.   JAPAN
Gold   Kennecott Utah Copper LLC   UNITED STATES
Gold   Kojima Chemicals Co., Ltd   JAPAN
Gold   LS-NIKKO Copper Inc.   KOREA, REPUBLIC OF
Gold   Materion   UNITED STATES
Gold   Matsuda Sangyo Co., Ltd.   JAPAN
Gold   Metalor Technologies (Hong Kong) Ltd   HONG KONG
Gold   Metalor Technologies SA   SWITZERLAND
Gold   Metalor USA Refining Corporation   UNITED STATES
Gold   Mitsubishi Materials Corporation   JAPAN


Metal

 

Smelter Name

 

Smelter Country

Gold   Mitsui Mining and Smelting Co., Ltd.   JAPAN
Gold   Nihon Material Co. LTD   JAPAN
Gold   Ohio Precious Metals, LLC   UNITED STATES
Gold   PAMP SA   SWITZERLAND
Gold   Rand Refinery (Pty) Ltd   SOUTH AFRICA
Gold   Royal Canadian Mint   CANADA
Gold   SEMPSA Joyería Platería SA   SPAIN
Gold   Shandong Zhaojin Gold & Silver Refinery Co. Ltd   CHINA
Gold   Solar Applied Materials Technology Corp.   TAIWAN
Gold   Sumitomo Metal Mining Co., Ltd.   JAPAN
Gold   Tanaka Kikinzoku Kogyo K.K.   JAPAN
Gold   The Refinery of Shandong Gold Mining Co. Ltd   CHINA
Gold   Tokuriki Honten Co., Ltd   JAPAN
Gold   Umicore SA Business Unit Precious Metals Refining   BELGIUM
Gold   United Precious Metal Refining, Inc.   UNITED STATES
Gold   Valcambi SA   SWITZERLAND
Gold   Western Australian Mint trading as The Perth Mint   AUSTRALIA
Gold   Yokohama Metal Co Ltd   JAPAN
Tantalum   Conghua Tantalum and Niobium Smeltry   CHINA
Tantalum   Exotech Inc.   UNITED STATES
Tantalum   F&X Electro-Materials Ltd.   CHINA
Tantalum   Global Advanced Metals Aizu   JAPAN
Tantalum   Global Advanced Metals Boyertown   UNITED STATES
Tantalum   H.C. Starck Co., Ltd.   THAILAND
Tantalum   H.C. Starck GmbH Goslar   GERMANY
Tantalum   H.C. Starck GmbH Laufenburg   GERMANY
Tantalum   H.C. Starck Hermsdorf GmbH   GERMANY
Tantalum   H.C. Starck Inc.   UNITED STATES
Tantalum   H.C. Starck Ltd.   JAPAN


Metal

 

Smelter Name

 

Smelter Country

Tantalum   H.C. Starck Smelting GmbH & Co.KG   GERMANY
Tantalum   Jiujiang Tanbre Co., Ltd.   CHINA
Tantalum   Mitsui Mining & Smelting   JAPAN
Tantalum   Ningxia Orient Tantalum Industry Co., Ltd.   CHINA
Tantalum   Solikamsk Magnesium Works OAO   RUSSIAN FEDERATION
Tantalum   Taki Chemicals   JAPAN
Tantalum   Ulba   KAZAKHSTAN
Tin   Alpha   UNITED STATES
Tin   China Tin Group Co., Ltd.   CHINA
Tin   Cooper Santa   BRAZIL
Tin   CV Serumpun Sebalai   INDONESIA
Tin   CV United Smelting   INDONESIA
Tin   EM Vinto   BOLIVIA
Tin   Fenix Metals   POLAND
Tin   Gejiu Non-Ferrous Metal Processing Co. Ltd.   CHINA
Tin   Magnu’s Minerais Metais e Ligas LTDA   BRAZIL
Tin   Malaysia Smelting Corporation (MSC)   MALAYSIA
Tin   Metallo Chimique   BELGIUM
Tin   Mineração Taboca S.A.   BRAZIL
Tin   Minsur   PERU
Tin   OMSA   BOLIVIA
Tin   PT Artha Cipta Langgeng   INDONESIA
Tin   PT Bangka Putra Karya   INDONESIA
Tin   PT Bangka Tin Industry   INDONESIA
Tin   PT Belitung Industri Sejahtera   INDONESIA
Tin   PT Bukit Timah   INDONESIA
Tin   PT DS Jaya Abadi   INDONESIA
Tin   PT Eunindo Usaha Mandiri   INDONESIA
Tin   PT Karimun Mining   INDONESIA


Metal

 

Smelter Name

 

Smelter Country

Tin   PT Mitra Stania Prima   INDONESIA
Tin   PT Prima Timah Utama   INDONESIA
Tin   PT REFINED BANGKA TIN   INDONESIA
Tin   PT Sariwiguna Binasentosa   INDONESIA
Tin   PT Tambang Timah   INDONESIA
Tin   PT Timah (Persero), Tbk   INDONESIA
Tin   PT Tinindo Inter Nusa   INDONESIA
Tin   Rui Da Hung   TAIWAN
Tin   Soft Metais, Ltda.   BRAZIL
Tin   Thaisarco   THAILAND
Tin   White Solder Metalurgia e Mineração Ltda.   BRAZIL
Tin   Yunnan Chengfeng Non-ferrous Metals Co.,Ltd.   CHINA
Tin   Yunnan Tin Company, Ltd.   CHINA
Tungsten   A.L.M.T. Corp.   JAPAN
Tungsten   Chenzhou Diamond Tungsten Products Co., Ltd.   CHINA
Tungsten   Chongyi Zhangyuan Tungsten Co., Ltd.   CHINA
Tungsten   Ganzhou Huaxing Tungsten Products Co., Ltd.   CHINA
Tungsten   Ganzhou Seadragon W & Mo Co., Ltd.   CHINA
Tungsten   Global Tungsten & Powders Corp.   UNITED STATES
Tungsten   Guangdong Xianglu Tungsten Co., Ltd.   CHINA
Tungsten   H.C. Starck GmbH   GERMANY
Tungsten   H.C. Starck Smelting GmbH & Co.KG   GERMANY
Tungsten   Hunan Chunchang Nonferrous Metals Co., Ltd.   CHINA
Tungsten   Kennametal Huntsville   UNITED STATES
Tungsten   Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC   VIET NAM
Tungsten   Wolfram Company CJSC   RUSSIAN FEDERATION
Tungsten   Xiamen Tungsten (H.C.) Co., Ltd.   CHINA
Tungsten   Xiamen Tungsten Co., Ltd.   CHINA
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