UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
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:
☒ | 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
Church & Dwight Co., Inc. (the Company) has determined that certain conflict minerals (as defined in Section 1502(e)(4) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010) are necessary to the functionality and/or production of certain products manufactured or contracted to be manufactured by the Company in 2023 (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, 2023 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/investors/financial-information/sec-filings. The Companys website and the information accessible through it are not incorporated into this Form SD.
Item 1.02 Exhibit
The Companys Conflict Minerals Report for calendar year 2023 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 duly authorized undersigned.
CHURCH & DWIGHT CO., INC. | ||||||
Date: May 21, 2024 | By: | /s/ Patrick de Maynadier | ||||
Name: | Patrick de Maynadier | |||||
Title: | Executive Vice President, General Counsel and Secretary |
Exhibit 1.01 to Form SD
Church & Dwight Co., Inc.
Conflict Minerals Report for the Reporting Period from January 1, 2023 to December 31, 2023
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, 2023 to December 31, 2023.
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.
This Report contains forward-looking statements that are made based on known events and circumstances at the time of this Report. Statements in this Report which express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements, including statements related to the Companys compliance efforts and expected actions identified in this Report. These forward-looking statements are subject to various risks, uncertainties and other factors, including, among other matters, the Companys customers requirements to use certain suppliers, the Companys suppliers responsiveness and cooperation with the Companys due diligence efforts, the Companys ability to implement improvements in its conflict minerals program and the Companys ability to identify and mitigate related risks in its supply chain. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the U.S. federal securities laws.
Description of the Companys Products Covered by this Report
This Report relates to products: (i) for which Conflict Minerals are, or have historically been, necessary to the functionality or production of the product; and (ii) that were contracted to be manufactured by the Company during calendar year 2023.
These products, which are referred to in this Report collectively as the Covered Products, were identified by the Companys 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 |
| Water flossers |
| Flawless® products |
Approximately 8.7% of the Companys consolidated net sales in 2023 were derived from the sale of Covered Products.
The Companys 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 during calendar year 2023, none of the Conflict Minerals used in the Covered Products have originated in the Covered Countries. In the event the Company determines that certain of the Conflict Minerals used in the Covered Products may have originated in the Covered Countries, the Company would perform due diligence on the source and chain of custody of such Conflict Minerals. The Companys 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 Companys due diligence process is led by the Companys Law Department with input from representatives of the Companys global operations, who provide subject matter expertise and manage 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 Companys Conflict Minerals Policy is publicly available at: https://churchdwight.com/responsibility/conflict-minerals-policy.aspx.
In addition, the Company has taken steps across its entire supply chain to support conflict free sourcing of Conflict Minerals. For example, the Companys form purchasing terms and conditions include a representation and warranty that the products supplied do not contain any Conflict Minerals sourced from any of the Covered Countries 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), 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 communications and publicly available disclosures.
Of the eighteen (18) Suppliers from which Certifications were requested, all responded that either the products supplied did not contain Conflict Minerals or the Conflict Minerals did not originate in one of the Covered Countries.
Our Due Diligence Process
The Company expects to continue to engage with its Suppliers to obtain current, accurate and complete information about their supply chain, including with respect to sub-tier suppliers, and to evaluate the Companys 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 as necessary to maintain and retrieve data from Suppliers regarding the products they supply. Further, the Company continues to review its contracts with its Suppliers to ensure they contain a representation that the products supplied do not contain any Conflict Minerals sourced from any of the Covered Countries (and a covenant that the Company be alerted should such representation change). The Company intends to follow up with Suppliers that have not responded to its inquiries in a timely manner (with more frequent inquiries and reminders to such Suppliers of their contractual obligations to respond timely to such inquirers) and consider further action under its policy.