Form SD DOW CHEMICAL CO /DE/

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD

 

 

Specialized Disclosure Report

 

 

THE DOW CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-3433		38-1285128
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS Employer Identification No.)

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, 2016.

 

 

 

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SECTION 1—CONFLICT MINERALS DISCLOSURE

 

Item 1.01

Conflict Minerals Disclosure and Report

Conflict Minerals Disclosure

A copy of The Dow Chemical Company’s Conflict Minerals Report is filed as Exhibit 1.02 hereto. This Form SD and the Conflict Minerals Report are publicly available on the Company’s website at www.dow.com/investor-relations/codes-of-conduct/responsible-sourcing-conflict-minerals, as well as the SEC’s 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 1.02—Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

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SIGNATURE

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

(Registrant)

 

/s/ JAMES R. FITTERLING

James R. Fitterling

President and Chief Operating Officer

Date: May 31, 2017

EXHIBIT 1.02

The Dow Chemical Company

Conflict Minerals Report

BACKGROUND

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, 2016 to December 31, 2016. This Report provides information with respect to the products manufactured, or contracted to be manufactured, during calendar year 2016 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 2016, 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.

COMPANY OVERVIEW

Dow combines the power of science and technology to passionately innovate what is essential to human progress. The Company is driving innovations that extract value from material, polymer, chemical and biological science to help address many of the world’s most challenging problems, such as the need for fresh food, safer and more sustainable transportation, clean water, energy efficiency, more durable infrastructure, and increasing agricultural productivity. Dow’s integrated, market-driven portfolio delivers a broad range of technology-based products and solutions to customers in 175 countries and in high-growth sectors such as packaging, infrastructure, transportation, consumer care, electronics, and agriculture. In 2016, Dow had annual sales of $48 billion and employed approximately 56,000 people worldwide. The Company’s more than 7,000 product families are manufactured at 189 sites in 34 countries across the globe. The Company conducts its worldwide operations through global businesses, which are reported in five operating segments: Agricultural Sciences, Consumer Solutions, Infrastructure Solutions, Performance Materials & Chemicals and Performance Plastics. References to “Dow” or the “Company” mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at www.dow.com.

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During calendar year 2016, 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. Two 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 two businesses are Dow Electronic Materials and Dow Home, Institutional & Personal Care Solutions, part of the Consumer Solutions operating segment.

Separately, there are a total of nine Dow businesses, including Dow Electronics Materials 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 Dow’s 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. Dow’s policy with regard to the responsible sourcing of Conflict Minerals is available on its website at www.dow.com/investor-relations/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 Company’s 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. Dow’s 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 Dow’s 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 vendor’s agreement to provide sourcing information regarding Conflict Minerals in a standard template used for raw materials procurement and in the Company’s 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 vendor’s compliance with the Company’s Conflict Minerals practices. Vendors who are not in compliance are expected to implement corrective actions or they may not be considered for future business.

Dow’s 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 Dow’s Code of Business Conduct or other unethical business practices. More information is available on its website at www.dow.com/investor-relations/codes-of-conduct/code-of-business-conduct.

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REASONABLE COUNTRY OF ORIGIN INQUIRY AND DUE DILIGENCE PROCESS

Dow purchases sixty-one products which incorporate Conflict Minerals, in the form of metal and metal alloys, and/or Organometallic Compounds. These purchases are from forty-two 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, Dow’s purchasing policy with regard to Conflict Minerals, the Company’s expectations with regard to vendor sourcing of Conflict Minerals, and requested the vendor to provide a completed Conflict Minerals reporting template (the “Template”). The Template was created by the Conflict-Free Sourcing Initiative (“CFSI”), a joint initiative of the Electronic Industry Citizenship Coalition and the Global e-Sustainability Initiative. The Template 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.

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RCOI AND DUE DILIGENCE RESULTS

The results from the vendor survey are provided below by metal and include smelter names and locations:

 

Metal		Conflict Free Smelters Registered		Smelter name and location		Smelter Country
Gold		CID000694		Heimerle + Meule GmbH		Germany
Gold   Gold		CID001157   CID000711		Metalor USA Refining Corporation   Heraeus Precious Metals GmbH & Co. KG		USA   Germany
Gold		CID001147		Metalor Technologies (Suzhou) Ltd		China
Gold		CID001153		Metalor Technologies S.A.		Switzerland
Gold		CID001152		Metalor Technologies (Singapore) Pte Ltd		Singapore
Gold		CID001761		Solar Applied Materials Technology Corp.		Taiwan
Gold		CID001149		Metalor Technologies (HongKong) Ltd		China
Tin   Tin   Tin   Tin   Tin		CID002773   CID001173   CID000244   CID001070   CID002180		Metalo-Chimique N.V.   Mineração Taboca S.A.   Jiangxi Ketai Advanced Material Co., Ltd.   Liuzhhou China Tin   Yunnan Tin Company Limited		Belgium   Brazil   China   China   China
Tin   Tin   Tin   Tin   Tin		CID001477   CID001482   CID001182   CID001898   CID001314		PT Timah (Persero), Tbk Kundur   PT Timah (Persero), Tbk Mentok   Minsur   Thaisarco   O.M. Manufacturing (Thailand) Co. Ltd.		Indonesia   Indonesia   Peru   Thailand   Thailand

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 Company’s 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. Dow’s 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 CFSI.

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The Conflict-Free Smelter Program (“CFSP”) 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 CFSI website. The audit standard is developed according to global standards including the OECD and the Dodd-Frank Act. The CFSP 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 CFSP in determining the source of the Conflict Minerals in its materials or products.

CONCLUSIONS

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 2016 were from recycled or scrap sources or originated in countries other than the Covered Countries. Specifically, Dow reasonably believes that the sources of gold purchases are from recycled or scrap sources and other undetermined sources; and that the sources of tin are from recycled or scrap sources, and the following countries of origin: Brazil, China, Indonesia and Peru, and other undetermined sources.

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 CFSI.

ONGOING IMPROVEMENTS TO DUE DILIGENCE PROCESS

Dow’s due diligence processes are based on the necessity of gathering information from the Company’s direct vendors, and then, in turn, the Company’s 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 CFSP. 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. Dow’s ongoing efforts have resulted in responses from all vendors and their responses indicate full validation of the smelters/refiners under CFSP.

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