UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
_______________
FORM SD
Specialized Disclosure
Report
THE CLOROX COMPANY
(Exact name of registrant as
specified in its charter)
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Delaware |
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1-07151 |
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31-0595760 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
incorporation) |
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Identification
No.) |
1221 Broadway, Oakland,
California 94612-1888
(Address of principal executive offices) (Zip
code)
Laura Stein
Executive Vice President
General Counsel
(510) 271-7000
(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
Conflict Minerals Disclosure
This Form SD of The Clorox Company
(the Company or Clorox) is filed pursuant to Rule 13p-1 promulgated under
the Securities Exchange Act of 1934, as amended (Rule 13p-1), for the
reporting period from January 1, 2014, to December 31, 2014.
Rule 13p-1 requires disclosure of
certain information when a company manufactures or contracts to manufacture
products for which the minerals specified in Rule 13p-1 are necessary to the
functionality or production of those products. The specified minerals are
columbite-tantalite (coltan), cassiterite, gold, and wolframite, including their
derivatives, which are limited to tantalum, tin, and tungsten (the Covered
Minerals). The Covered Countries for the purposes of Rule 13p-1 and this Form
SD are the Democratic Republic of the Congo and countries that share an
internationally recognized border with the Democratic Republic of the Congo (the
Republic of the Congo, the Central African Republic, South Sudan, Uganda,
Rwanda, Burundi, Tanzania, Zambia and Angola).
Certain of the Companys operations
manufacture, or contract to manufacture, products for which Covered Minerals are
necessary to the functionality or production of those products. The Company has
conducted a good faith reasonable country of origin inquiry regarding these
Covered Minerals. This good faith reasonable country of origin inquiry was
reasonably designed to determine whether any of these Covered Minerals
originated in a Covered Country and whether any of the Covered Minerals may be
from recycled or scrap sources.
Based on this reasonable country of
origin inquiry, the Company has determined that it either (i) believes the
Covered Minerals necessary to the functionality or production of its products
were from recycled or scrap sources or (ii) has no reason to believe that the
Covered Minerals may have originated in the Covered Countries.
Overview
The Company manufactures and markets
consumer and professional products, selling its products primarily through mass
retail outlets, e-commerce channels, distributors and medical supply providers.
Clorox brand names include its namesake bleach and cleaning products,
Kingsford® charcoal, Pine-Sol® cleaners, Poett®
home care products, Fresh Step® cat litter, Glad® bags,
wraps and containers, Hidden Valley® and KC Masterpiece®
dressings and sauces, Brita® water-filtration products and Burts
Bees® natural personal care products. Covered Minerals are necessary
to the functionality or production of very few of these products.
Description of Reasonable
Country of Origin Inquiry
In establishing the framework for the
Companys reasonable country of origin inquiry, the Company referred to the
relevant due diligence guidance approved by the Organisation for Economic
Co-operation and Development. The Companys inquiry is described below.
Governance and Management
Systems
The Company maintains
standards for its suppliers, which are set forth in its Business Partner Code of
Conduct (the Business Partner Code) and can be found at
http://www.thecloroxcompany.com/downloads/clorox-business-partner-code-of-conduct.pdf. Among other things, the Business Partner Code requires the Companys suppliers
to implement programs to ensure that products do not contain restricted, banned,
or unlawfully taken or traded materials, to disclose to the Company the
suppliers due diligence efforts to determine whether its supply chain is free
of minerals or materials that finance conflict in the Democratic Republic of the
Congo and surrounding countries, or from other countries designated as part of a
conflict region, and to provide relevant documentation to the Company upon its
request.
In conducting its reasonable
country of origin inquiry, the Company used a cross-functional team and
designated a single Company contact to coordinate and communicate with its
suppliers. The Company also has internal management and record-keeping systems
for its Covered Minerals inquiries to facilitate the review and assessment of
the supplier responses.
Risk Assessment
The Companys preliminary risk
assessment included a survey of all purchased raw materials, contract
manufacturing arrangements, licensees and joint ventures to identify materials
and products with a risk of containing Covered Minerals. After identifying the
categories of products that might contain Covered Minerals, the Company sent
questionnaires to the suppliers in these product categories.
This questionnaire was based
on a form created by the Electronic Industry Citizenship Coalition-Global
e-Sustainability Initiative. The Companys survey included questions relating
to:
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confirmation of whether the supplier supplied Covered
Minerals to the Company; |
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whether the supplier deemed the Covered Minerals to be
necessary to the functionality of the product(s) provided to the Company
by the supplier; |
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whether such Covered Minerals were from recycled or scrap
sources; |
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whether such Covered Minerals originated from the Covered
Countries; |
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which country/countries such Covered Minerals originated
from and what diligence the supplier performed to ensure Covered Minerals
do not directly or indirectly finance or benefit armed groups in the
Covered Countries; and |
● |
whether the supplier had a conflict-free sourcing
policy. |
During the supplier survey
period, suppliers received up to eight reminder notifications from the Companys
survey management system, as well as email and telephone follow-ups by the
Companys sourcing contact for that supplier. The Company reviewed and cataloged
the responses to the questionnaires as well as other information it received
from suppliers regarding their due diligence efforts to identify the countries
of origin of any Covered Minerals, as contemplated by the Business Partner Code.
Results of Reasonable Country
of Origin Inquiry
A very small number of suppliers
responded that the supplies they sold to the Company contained Covered Minerals.
Of these suppliers, all were able to confirm, with supporting documentation
and/or explanation, that such Covered Minerals did not originate from the
Covered Countries or were from recycled or scrap sources. To further test and assess these results, the Company
followed up via both email and telephone calls with these suppliers. All of the
other suppliers that responded to the questionnaires advised the Company that
the materials or products they sold to the Company did not contain Covered
Minerals.
Based on the Companys reasonable
country of origin inquiry described above, the Company determined that, with
respect to the Covered Minerals necessary to the functionality or production of
products that the Company manufactures or contracts for manufacture, the Company
either (i) believes that the Covered Minerals were from recycled or scrap
sources or (ii) has no reason to believe that the Covered Minerals may have
originated in the Covered Countries.
The information contained in this
report is publicly available at
http://www.thecloroxcompany.com/downloads/Clorox_Conflict_Minerals_Disclosure.pdf.
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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THE CLOROX COMPANY |
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(Registrant) |
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Date:
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May 29,
2015 |
By:
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/s/ Laura
Stein |
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Laura
Stein |
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Executive Vice
President General Counsel |
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