SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Specialized Disclosure Report
THE DOW CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2030 DOW CENTER, MIDLAND, MICHIGAN 48674
(Address of principal executive offices) (Zip Code)
Christine Lynch (508) 787-4718
(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, 2017.|
SECTION 1 - CONFLICT MINERALS DISCLOSURE
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
A copy of The Dow Chemical Companys Conflict Minerals Report is filed as Exhibit 1.01 hereto. This Form SD and the Conflict Minerals Report are publicly available on the Companys website at www.dow.com/investor-relations/codes-of-conduct/responsible-sourcing-conflict-minerals, as well as the SECs EDGAR database at www.sec.gov.
Item 1.02 Exhibit
The Company has filed, as an exhibit to this Form SD, the Conflict Minerals Report required by Item 1.01.
SECTION 2 - EXHIBITS
Item 2.01 Exhibits
The following exhibit is filed as part of this report:
Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
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.
THE DOW CHEMICAL COMPANY
|/S/ JAMES R. FITTERLING|
By: James R. Fitterling
Its: President and Chief Operating Officer
Date: May 31, 2018
The Dow Chemical Company
Conflict Minerals Report
This Conflict Minerals Report (this Report) of The Dow Chemical Company (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, 2017 to December 31, 2017. This Report provides information with respect to the products manufactured, or contracted to be manufactured, during calendar year 2017 for which gold, columbite-tantalite, cassiterite, and wolframite minerals, and these specific derivatives: tantalum, tin, tungsten, and gold (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 2017, 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. 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.
Dow combines science and technology knowledge to develop premier materials science solutions that are essential to human progress. Dow has one of the strongest and broadest toolkits in the industry, with robust technology, asset integration, scale and competitive capabilities that enable it to address complex global issues. Dows market-driven, industry-leading portfolio of advanced materials, industrial intermediates, and plastics businesses deliver a broad range of differentiated technology-based products and solutions for customers in high-growth markets such as packaging, infrastructure, and consumer care. Dow is a subsidiary of DowDuPont (NYSE: DWDP), a holding company comprised of Dow and DuPont with the intent to form three strong, independent, publicly traded companies in agriculture, materials science and specialty sectors. More information can be found at www.dow.com.
During calendar year 2017, Dow determined that certain Conflict Minerals were necessary to the functionality or production of certain products manufactured by Dow, or contracted by Dow to be manufactured by a third party. Three Dow 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 three businesses are Dow Electronic Materials, Infrastructure Solutions Silicones and Dow Home, Institutional & Personal Care Solutions.
Separately, there are a total of ten Dow businesses, including Dow Electronic Materials, Infrastructure Solutions Silicones and Dow Home, Institutional & Personal Care Solutions, that 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. 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.
CONFLICT MINERALS APPROACH
Dow 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 Dows 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. Dows policy with regard to the responsible sourcing of Conflict Minerals is available on its website at www.dow.com/about-dow/our-company/codes-of-conduct/responsible-sourcing-conflict-minerals .
Dow is a Downstream company, that is, Dow 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 Dow purchases from its vendors. Because the Conflict Minerals enter the Companys supply chain many layers removed from Dow, it is difficult to determine where they originated. The supply chain associated with Conflict Minerals is complex and Dow has worked with its vendors to determine the sources of the Conflict Minerals in the supplies purchased by Dow. As noted above, the approach broadly includes not only Conflict Minerals in the form of metals and metal alloys but also Organometallic Compounds.
Dow has a cross-functional team responsible for implementing processes related to the responsible sourcing of Conflict Minerals, including the purchasing, legal, supply chain, and environmental health and safety functions. Dows 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.
Dow purchases of Conflict Minerals and Organometallic Compounds are made only from vendors approved in advance by Dow, which maintains a list of approved vendors. Dow 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 Dows reasonable country of origin inquiry (RCOI) with regard to products supplied to Dow that contain Conflict Minerals. Dow incorporates its expectations with regard to sourcing of Conflict Minerals and the vendors agreement to provide sourcing information regarding Conflict Minerals in a standard template used for raw materials procurement and in the Companys Code of Conduct for Suppliers, available on its website at www.dow.com/about-dow/our-company/supplier-information/expectations-of-suppliers. Dow 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.
Dows Office of Ethics and Compliance maintains a help line that is available to those who wish to ask questions about Dow policy, seek guidance on specific situations or report violations of Dows Code of Business Conduct or other unethical business practices. More information is available on its website at www.dow.com/about-dow/our-company/codes-of-conduct/code-of-business-conduct .
REASONABLE COUNTRY OF ORIGIN INQUIRY AND DUE DILIGENCE PROCESS
Dow purchases eighty-three products which incorporate Conflict Minerals, in the form of metal and metal alloys, and/or Organometallic Compounds. These purchases are from fifty-nine different vendors.
Dow 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 Dow 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.
Dow communicated information about the Conflict Minerals Provision and the Conflict Minerals Regulation, Dows 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 Template was created by the Responsible Minerals Initiative, formerly the Conflict-Free Sourcing Initiative, (RMI), founded by members of the Responsible Business Alliance and the Global e-Sustainability Initiative. The CMRT includes a number of questions and 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:
|Smelter name and location||Smelter Country|
|Tin||CID001428||Brand IMLI (Pangkal Pinang)||Indonesia|
|Tin||CID001460||Brand RBT (Sungailiat)||Indonesia|
|Tin||CID001070||China Tin Group Co. Ltd. (Laibin)||China|
|Tin||CID000315||CV United Smelting (Pangkal Pinang)||Indonesia|
|Tin||CID000468||Fenix Metals (Chmielów)||Poland|
|Tin||CID002773||Metallo Belgium N.V. (Beerse)||Belgium|
|Tin||CID001173||Mineração Taboca S.A. (Bairro Guarapiranga)||Brazil|
|Tin||CID001402||PT Babel Inti Perkasa (Lintang)||Indonesia|
|Tin||CID002530||PT Inti Stania Prima (Sungailiat)||Indonesia|
|Tin||CID001453||PT Mitra Stania Prima (Sungailiat)||Indonesia|
|Tin||CID001898||Thailand Smelting & Refining Co Ltd (Amphur Muang)||Thailand|
|Gold||CID000694||Heimerle & Meule ( Pforzheim)||Germany|
|Gold||CID000711||Hereaus Precious Metal (Hanau)||Germany|
|Gold||CID001153||Metalor Technologies S.A. (Marin)||Switzerland|
|Gold||CID001149||Metalor Technologies (Hong Kong) Ltd. (Kwai Chung)||China|
|Gold||CID001147||Metalor Technologies (Suzhou) Ltd. (Suzhou)||China|
|Gold||CID001157||Metalor USA Refining Corporation (North Atleboro)||USA|
Dow received responses from all of its vendors of Conflict Minerals. In most instances, Dow 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 Dow. 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. Dows 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 is extremely 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 Dow, 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.
Based on the RCOI and the due diligence measures performed, Dow believes that most of the Conflict Minerals that were necessary to the functionality or production of products manufactured, or contracted to be manufactured, by Dow during calendar year 2017 were from recycled or scrap sources or originated in countries other than the Covered Countries.
The Company is unable to determine country of origin for a portion of the Conflict Minerals reported due to the lack of complete mine information received. A small percentage of the Conflict Minerals purchased from suppliers by Dow 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
Dows 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. Dow, and other Downstream companies, rely on the list of the refiners and smelters maintained by the RMI. Dow 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. Dows ongoing efforts have resulted in responses from all vendors and their responses indicate full validation of the smelters/refiners under RMAP.