UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
Dow Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38646 | 30-1128146 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2211 H.H. Dow Way, Midland, Michigan 48674
(Address of principal executive offices) (Zip Code)
The Dow Chemical Company
(Exact name of registrant as specified in its charter)
Delaware | 001-03433 | 38-1285128 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2211 H.H. Dow Way, Midland, Michigan 48674
(Address of principal executive offices) (Zip Code)
Jonathan P. Wendt
Assistant Secretary and Managing Counsel
(989) 638-2343
(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, 2020. |
SECTION 1CONFLICT MINERALS DISCLOSURE
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
This Specialized Disclosure Report on Form SD is a combined report being filed by Dow Inc. and The Dow Chemical Company (TDCC and together with Dow Inc., Dow or the Company), for the reporting period from January 1 to December 31, 2020. A copy of the Companys Conflict Minerals Report is filed as Exhibit 1.01 hereto.
It is the Companys policy not to knowingly purchase any raw materials that contain Conflict Minerals that directly or indirectly finance or benefit armed groups in the Covered Countries. This Form SD, the Conflict Minerals Report and the Companys policy with regard to the responsible sourcing of Conflict Minerals are publicly available on the Companys website at https://corporate.dow.com/enus/about/legal/conduct/conflict-minerals.html.
Item 1.02 Exhibit
As specified in Section 2, Item 2.01 below, the Company is filing the Conflict Minerals Report as Exhibit 1.01 to this Form SD.
SECTION 2EXHIBITS
Item 2.01 Exhibits
The following exhibit is filed as part of this report:
Exhibit 1.01Conflict Minerals Report of Dow Inc. and The Dow Chemical Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the duly authorized undersigned.
DOW INC.
THE DOW CHEMICAL COMPANY
/S/ JIM FITTERLING | ||
By: Jim Fitterling | ||
Its: Chairman and Chief Executive Officer |
Date: May 27, 2021
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EXHIBIT 1.01
Dow Inc.
The Dow Chemical Company
Conflict Minerals Report
BACKGROUND
This Conflict Minerals Report (this Report), a combined report of Dow Inc. and The Dow Chemical Company (TDCC and together with Dow Inc., Dow or the Company), is being filed pursuant to Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1), for the reporting period from January 1 to December 31, 2020. This Report provides information with respect to the products manufactured, or contracted to be manufactured, during calendar year 2020 for which gold, columbite-tantalite, cassiterite, and wolframite minerals, and these specific derivatives: tantalum, tin, tungsten, and gold (the Conflict Minerals) are necessary to the functionality or production of such products. The information in this report covers all products manufactured, or contracted to be manufactured, during calendar year 2020, for which Conflict Minerals are necessary to the functionality or production of such products, by the Company and all majority-owned subsidiaries over which the Company exercises control. See also Basis of Presentation below. Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 3467716 for definitions for the terms used in this Report, unless otherwise defined herein.
In July 2010, the U.S. Government signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act). Section 1502 of the Dodd-Frank Act (the Conflict Minerals Provision) was enacted because of concerns that the exploitation and trade of minerals that originate in the Democratic Republic of the Congo and adjoining countries (the Covered Countries) by armed groups is helping to finance conflict in the Democratic Republic of the Congo and is contributing to a humanitarian crisis. The final regulation (the Conflict Minerals Regulation) adopted by the U.S. Securities and Exchange Commission (SEC), which became effective November 13, 2012, requires all SEC registrants to file a specialized disclosure report on Form SD with the SEC regarding Conflict Minerals that are necessary to the functionality or production of products manufactured, or contracted to be manufactured, during a calendar year. For clarification, the term Conflict Minerals broadly encompasses all gold, columbite-tantalite, cassiterite, and wolframite minerals, and these specific derivatives: tantalum, tin, tungsten, and gold, regardless of the country of origin of such minerals and regardless of whether or not the purchase of such minerals actually finances or benefits armed groups in the Covered Countries.
Company Overview
Dow (NYSE: DOW) combines global breadth, asset integration and scale, focused innovation and leading business positions to achieve profitable growth. The Companys ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company, with a purpose to deliver a sustainable future for the world through our materials science expertise and collaboration with our partners. Dows portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer care. Dow operates 106 manufacturing sites in 31 countries and employs approximately 35,700 people. Dow delivered sales of approximately $39 billion in 2020. For more information, please visit www.dow.com.
Basis of Presentation
During calendar year 2020, the Company determined that certain Conflict Minerals were necessary to the functionality or production of certain products manufactured by the Company or contracted by the Company to be manufactured by a third party. Two of the Companys businesses manufacture products, or contract such products to be manufactured, for which Conflict Minerals, as metals or metal alloys, are necessary to the functionality or production of such products (the In-scope Products). These businesses are Polyurethanes & Construction Chemicals and Coatings & Performance Monomers.
Separately, five of the Companys businesses utilize Conflict Minerals as metals or metal alloys, and/or certain chemical compounds manufactured from Conflict Minerals that are chemically distinct from the metals themselves. These businesses include Packaging and Specialty Plastics, Industrial Solutions, Polyurethanes & Construction Chemicals, Coatings & Performance Monomers, and Consumer Solutions. The Company includes the use of these organometallic compounds manufactured from tantalum, tin, tungsten, and gold (Organometallic Compounds) in the scope of its Conflict Minerals approach described below and conducted its reasonable country of origin inquiry and due diligence on these materials in addition to the metals and metal alloys.
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CONFLICT MINERALS APPROACH
The Company shares the concern that Conflict Minerals sourced from the Covered Countries may come from mines or trading routes controlled by armed groups in the Covered Countries. It is the Companys policy not to knowingly purchase any raw materials that contain Conflict Minerals that directly or indirectly finance or benefit armed groups in the Covered Countries. The Companys policy with regard to the responsible sourcing of Conflict Minerals is available on its website at https://corporate.dow.com/en-us/about/legal/conduct/conflict-minerals.html.
The Company is a Downstream company, that is, the Company is part of the supply chain from smelters/refiners down to the eventual retailers, who sell final products to end-consumers. Conflict Minerals are components in some of the supplies that the Company purchases from its vendors. Because the Conflict Minerals enter the Companys supply chain many layers removed from the Company, it is difficult to determine where they originated. The supply chain associated with Conflict Minerals is complex and the Company has worked with its vendors to determine the sources of the Conflict Minerals in the supplies purchased by the Company. As noted above, the approach broadly includes not only Conflict Minerals in the form of metals and metal alloys but also Organometallic Compounds.
The Company has a cross-functional team responsible for implementing processes related to the responsible sourcing of Conflict Minerals, including the purchasing, legal, supply chain, and environment, health and safety functions. The Companys due diligence process and its implementation was designed to conform in all material respects to the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (OECD), as applicable to Downstream companies.
The Companys purchases of Conflict Minerals and Organometallic Compounds are made only from a list of vendors approved in advance by the Company. The Company expects its vendors to comply with the Conflict Minerals Provision and the Conflict Minerals Regulation, as may be amended over time. In addition, the Company also expects its vendors to provide all necessary information in connection with the Companys reasonable country of origin inquiry (RCOI) with regard to products supplied to the Company that contain Conflict Minerals. The Company incorporates its expectations with regard to sourcing of Conflict Minerals and the vendors agreement to provide sourcing information as requested regarding Conflict Minerals used for raw materials procurement and in the Companys Code of Conduct for Suppliers, available on its website at https://corporate.dow.com/en-us/about/suppliers/info/expectations. The Company reserves the right to assess and monitor any vendors compliance with the Companys Conflict Minerals practices. Vendors who are not in compliance are expected to implement corrective actions or they may not be considered for future business.
The Companys Office of Ethics and Compliance maintains a help line that is available to those who wish to ask questions about the Company policy, seek guidance on specific situations or report violations of the Companys Code of Conduct or other unethical business practices. More information is available on its website at https://corporate.dow.com/en-us/about/legal/conduct/business.html.
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REASONABLE COUNTRY OF ORIGIN INQUIRY AND DUE DILIGENCE PROCESS
The Company purchases seventeen products which incorporate Conflict Minerals, in the form of metal and metal alloys, and/or Organometallic Compounds. These purchases are from fourteen different vendors.
The Company conducted, in good faith, a RCOI that was reasonably designed to determine whether any of those Conflict Minerals originated in the Covered Countries or were from recycled or scrap sources. The RCOI implemented by the Company consisted of a survey of all vendors providing Conflict Minerals or supplies containing Organometallic Compounds. The RCOI is part of, includes and is complemented by the additional due diligence actions described in this Report.
The Company communicated information about the Conflict Minerals Provision and the Conflict Minerals Regulation, the Companys purchasing policy with regard to Conflict Minerals, the Companys expectations with regard to vendor sourcing of Conflict Minerals, and requested the vendor to provide a completed Conflict Minerals reporting template (the CMRT). The CMRT was created by the Responsible Minerals Initiative (RMI), which was founded by members of the Responsible Business Alliance and the Global e-Sustainability Initiative. The CMRT requires each vendor, as applicable, to identify, among other things, all of the smelters/refiners used to supply any Conflict Minerals contained in materials or products supplied by such vendor.
RCOI AND DUE DILIGENCE RESULTS
The results from the vendor survey are provided below by metal and include smelter names and locations:
Metal | Smelter ID | Smelter Name | Smelter Country | |||
Tin |
CID002773 | Metallo Belgium N.V. | Belgium | |||
Tin |
CID000438 | EM Vinto | Bolivia | |||
Tin |
CID001337 | Operaciones Metalurgicas S.A. | Bolivia | |||
Tin |
CID001173 | Mineracao Taboca S.A. | Brazil | |||
Tin |
CID002036 | White Solder Metalurgia e Mineracao Ltda. | Brazil | |||
Tin |
CID000760 | Huichang Jinshunda Tin Co., Ltd. | China | |||
Tin |
CID000942 | Gejiu Kai Meng Industry and Trade LLC | China | |||
Tin |
CID002158 | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | China | |||
Tin |
CID002180 | Yunnan Tin Company Limited | China | |||
Tin |
CID003116 | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | China | |||
Tin |
CID001070 | China Tin Group Co., Ltd. | China | |||
Tin |
CID001399 | PT Artha Cipta Langgeng | Indonesia | |||
Tin |
CID001453 | PT Mitra Stania Prima | Indonesia | |||
Tin |
CID001460 | PT Refined Bangka Tin | Indonesia | |||
Tin |
CID001477 | PT Timah Tbk Kundur | Indonesia | |||
Tin |
CID001482 | PT Timah Tbk Mentok | Indonesia | |||
Tin |
CID003205 | PT Bangka Serumpun | Indonesia | |||
Tin |
CID001105 | Malaysia Smelting Corporation (MSC) | Malaysia | |||
Tin |
CID001182 | Minsur | Peru | |||
Tin |
CID000468 | Fenix Metals | Poland | |||
Tin |
CID001898 | Thaisarco | Thailand | |||
Tin |
CID003325 | Tin Technology & Refining | United States |
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The Company received responses from all of its vendors of Conflict Minerals. In most instances, the Company only received information about products containing Conflict Minerals and the smelter/refiner. In some instances, the responses the Company received from vendors did not provide information beyond the identification of products containing Conflict Minerals and the related smelter/refiner and mine. Some vendors reported on a corporate level as to all smelters that provided Conflict Minerals to the vendor rather than reporting on a product level as to the particular source of Conflict Minerals provided in products sold to the Company. As part of the Companys due diligence on the source and chain of custody on the Conflict Minerals contained in In-scope Products, the Company followed up with vendors who did not provide timely responses to its survey or only provided partial information. The Companys vendors, who are also Downstream companies, are also similarly faced with the uncertainty of the ultimate source of Conflict Minerals beyond the smelters/refiners. For all Downstream companies, it may be difficult to know where the ultimate country or origin or which mine the Conflict Minerals originated from. After receiving the vendor responses, the Company compared the results to the list of Conflict-Free Smelters maintained by the RMI.
The Responsible Minerals Assurance Process (RMAP) uses an independent third-party audit to identify smelters and refiners that have systems in place to assure sourcing of only conflict-free materials. A list of smelters and refiners that meet the standards of the audit are published on the RMI website. The audit standard is developed according to global standards including the OECD and the Dodd-Frank Act. The RMAP validation is a voluntary process and, at this time, all smelters/refiners identified by the Company, as provided in the table above, have become validated as Conflict-Free Smelters. In determining whether further due diligence is required in a given instance, the Company has in certain instances also relied upon additional vendor certification or participation in the RMAP in determining the source of the Conflict Minerals in its materials or products.
CONCLUSIONS
Based on the RCOI and the due diligence measures performed, the Company believes that most of the Conflict Minerals that were necessary to the functionality or production of products manufactured, or contracted to be manufactured, by the Company during calendar year 2020 were from recycled or scrap sources or originated in countries other than the Covered Countries.
A small percentage of the Conflict Minerals purchased from suppliers by the Company may have originated from the Covered Countries as some of the identified smelters/refiners source from multiple countries or provided incomplete mine information. However, as noted in the table above, all of the identified smelters/refiners are validated as a Conflict-Free Smelter by the RMI.
ONGOING IMPROVEMENTS TO DUE DILIGENCE PROCESS
The Companys due diligence processes are based on the necessity of gathering information from the Companys direct vendors, and then, in turn, the Companys vendors seeking similar data from other Downstream companies. The Company, and other Downstream companies, rely on the list of the refiners and smelters maintained by the RMI. The Company will continue to work with its vendors to improve their completeness and quality of responses, and to improve its ability to track Conflict Minerals in its supply chain. The Companys ongoing efforts have resulted in responses from all of vendors and their responses indicate full validation of the smelters/refiners under RMAP.
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