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)
_______________
Delaware
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1-07151
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31-0595760
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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incorporation)
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Identification
No.)
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1221 Broadway, Oakland,
California
94612-1888
(Address of principal executive offices) (Zip
code)
Laura Stein
Executive Vice President
General Counsel and Corporate Affairs
(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, 2015.
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, 2015, to December 31, 2015.
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).
Very few of the Companys
products, whether the Company manufactures them or contracts for their
manufacture, contain Covered Minerals that are necessary to the functionality or
production of those products. The Company has designed and conducted a good
faith reasonable country of origin inquiry to determine whether any of these
Covered Minerals originated in a Covered Country or might 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, wholesale distributors and
medical supply distributors. Clorox brand names include its namesake bleach and
cleaning products, Pine-Sol
®
cleaners, Liquid-Plumr
®
clog
removers, Poett
®
home care products, Fresh Step
®
cat
litter, Glad
®
bags, wraps and containers, Kingsford
®
charcoal, Hidden Valley
®
dressings and sauces, Brita
®
water-filtration products and Burts Bees
®
natural personal care
products. The Company also markets brands for professional services, including
Clorox Healthcare
®
and Clorox Commercial
Solutions
®
.
Covered Minerals are necessary to the
functionality or production of very few of these products.
Description of
Reasonable Country of Origin Inquiry
The Company designed its
reasonable country of origin inquiry based on a review of the relevant due
diligence guidance approved by the Organisation for Economic Co-operation and
Development, the Due Diligence Guidance for Responsible Supply Chains of
Minerals from Conflict-Affected and High-Risk Areas. 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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●
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whether such Covered Minerals were from
recycled or scrap sources;
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●
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whether such Covered Minerals originated from
the Covered Countries;
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●
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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
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●
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whether the supplier had a conflict-free
sourcing policy.
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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:
May
27, 2016
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By:
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/s/ Laura Stein
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Laura
Stein
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Executive Vice
President General Counsel and Corporate Affairs
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