SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Specialized Disclosure Report
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
Two Seaport Lane, Suite 1400
|(Address of principal executive offices)||(Zip Code)|
Karen A. Kalita, Senior Vice President and General Counsel
(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, 2021.
Section 1 Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
This Form SD of Cabot Corporation (the Company) is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2021 to December 31, 2021.
The Company evaluated its current product lines and determined that certain equipment it manufactures or contracts to manufacture contains electronic components, certain of which contain tin, tungsten, tantalum and/or gold which are necessary to the functionality or production of the equipment. These electronic components represent substantially less than 0.1% of the Companys total cost of sales.
Based on the results of our reasonable country of origin inquiry, we conducted due diligence and have filed a Conflict Minerals Report.
A copy of the Companys Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD and is publicly available at www.cabotcorp.com.
Item 1.02 Exhibit
The Conflict Minerals Report described in Item 1.01 is filed as Exhibit 1.01 to this Form SD.
Section 3 Exhibits
Item 3.01 Exhibits
Exhibit 1.01Conflict Minerals Report for the calendar year ended December 31, 2021 as required by Item 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.
|By:||/s/ Aaron Johnson||Date: May 27, 2022|
|Name: Aaron Johnson|
|Title: Senior Vice President|
CONFLICT MINERALS REPORT
For the reporting period from January 1, 2021 to December 31, 2021
Cabot Corporation has included this Conflict Minerals Report as an exhibit to its Form SD for calendar year 2021, as provided for in Rule 13p-1 under the Securities Exchange Act of 1934, as amended (collectively, the Conflict Minerals Rule). The date of filing of this Conflict Minerals Report is May 27, 2022.
Unless the context indicates otherwise, the terms Cabot, the Company, we, us and our refer to Cabot Corporation.
As used herein and consistent with the Conflict Minerals Rule, Conflict Minerals or 3TG are columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivatives tantalum, tin and tungsten, without regard to the location of origin of the minerals or derivative metals. The Covered Countries for the purposes of Rule 13p-1 are the Democratic Republic of the Congo, and its nine adjoining countries.
1. Applicability of the Conflict Minerals Rule to Our Company
Cabot is a global specialty chemicals and performance materials company headquartered in Boston, Massachusetts. Our principal products are reinforcing and specialty carbons, specialty compounds, fumed metal oxides, inkjet colorants, and aerogel. Cabot and its affiliates have manufacturing facilities and operations in the United States and over 20 other countries.
During the reporting period, our principal products included activated carbon products, which we manufactured and sold through our Purification Solutions business. We completed the sale of our Purification Solutions business on March 1, 2022. Prior to the sale, our Purification Solutions segment manufactured activated carbon products used to remove pollutants, contaminants and other impurities from, among other things, water, air, food and beverages, and pharmaceuticals. In addition to our activated carbon products, we provided equipment systems for the dosing of activated carbon into gas and liquid streams. These equipment systems, which we refer to as the Covered Products, include ready-made electronic component parts that contain 3TG that are necessary to the functionality or production of the Covered Products. Accordingly, these products are in-scope under the Conflict Minerals Rule. The electronic components in the Covered Products were purchased from third party vendors and were often specified by our customers. Sales from the Covered Products represented substantially less than 1% of the Companys net sales and operating revenues, and the cost of the electronic components used in the systems represented substantially less than 0.1% of Cabots total cost of sales.
2. The Companys Reasonable Country of Origin Inquiry and Due Diligence Process
We determined which of our suppliers products were potentially in-scope for purposes of the Conflict Minerals Rule for 2021 through an internal product survey process. Based on the results of our internal product survey process, we identified 19 suppliers that potentially supplied 3TG contained in our in-scope products.
Following our scoping determination, we conducted a good faith reasonable country of origin inquiry within the meaning of the Conflict Minerals Rule (RCOI) designed to determine whether any of the 3TG in our in-scope products originated in the Covered Countries or are from recycled or scrap sources. Based on the results of its RCOI, we also exercised due diligence on the source and chain of custody of the necessary 3TG in the Covered Products.
As indicated above, we are a purchaser of electronic components that contain 3TG. As such, we are many steps downstream in the mineral supply chain from smelters, refiners and mines. In this regard, we do not purchase 3TG directly from mines, smelters or refiners. We rely on our direct suppliers to assist us with our RCOI and due diligence efforts, including the identification of smelters and refiners, for the 3TG contained in the components they supply to us. The methods we used to try to determine the origin of the 3TG in the Covered Products included:
sending letters to our direct suppliers explaining the Rule;
soliciting survey responses from relevant suppliers of components of the Covered Products, using the Conflict Minerals Reporting Template (CMRT) designed by the Responsible Minerals Initiative (RMI);
sending reminders to suppliers who did not respond to our requests for information; and
reviewing responses we received from our suppliers, including for plausibility, consistency and gaps.
All of the smelter and refiner information reported to us by the surveyed suppliers was at a company level, meaning it pertained to all of the suppliers products, rather than the products they sold to us. Accordingly, we were not able to determine the origin of the necessary 3TG specific to our in-scope products.
3. Due Diligence Program
For 2021, the Company utilized due diligence measures based on the applicable criteria set forth in the Organisation for Economic Co-operation and Developments Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including the Supplement on Tin, Tantalum and Tungsten and the Supplement on Gold (Third Edition) (the OECD Guidance). The OECD Guidance has established a five-step framework for due diligence as a basis for responsible global supply chain management of minerals from conflict-affected and high-risk areas.
Selected elements of the Companys due diligence program are discussed below. Certain other aspects of our due diligence program, including our supplier outreach and data assessment are discussed in the preceding section. However, these are not all of the discrete procedures of the program that the Company has put in place to help ensure that the 3TG contained in its products are responsibly sourced.
Leadership of the 3TG due diligence program resides with our Sr. Director of the Source-to-Pay (S2P) process stream within our Global Business Services, and includes staff from Purchasing and Product Support and Toxicology. We have established a documentation and record maintenance procedure to ensure the retention of relevant documentation in a structured electronic database, for at least five years.
We report the results of our due diligence and related findings to our Sr. Director, S2P. We take a flexible approach to risk mitigation, which enables us to tailor our response to the particular risks identified.
To the extent that smelters and refiners are identified by suppliers, we utilize and rely on information published by the RMI to assess smelter and refiner due diligence practices and responsible sourcing.
Each year, we have filed with the Securities and Exchange Commission a Form SD and Conflict Minerals Report and posted these documents on our website.
4. Additional Compliance Measures to Reduce Risks
With the sale of our Purification Solutions business, we do not believe we currently manufacture products that are in-scope under the Conflict Minerals Rule. However, in the event any of the Companys products in the future are in-scope under the Conflict Minerals Rule, we expect our due diligence measures to include the following steps to mitigate the risk that any necessary 3TG contained in the Companys then in-scope products finance or benefit armed groups in the Covered Countries, as applicable or appropriate:
sourcing from suppliers that share our values regarding respect for human rights, integrity and environmental responsibility;
engaging with suppliers to obtain current, accurate and complete information about the 3TG supply chain;
encouraging suppliers to implement responsible 3TG sourcing and to exercise leverage on smelters and refiners in their supply chains to obtain a Conformant designation from the RMI or an equivalent independent third party certification; and
conducting and reporting on supply chain due diligence for the applicable 3TG.
To the extent applicable, we do not anticipate that we would seek to embargo the Covered Countries and, would expect to encourage our suppliers to continue to source responsibly from the Covered Countries.
This document contains forward-looking statements made within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as believes, anticipates, plans, may, intends, will, should, expects and similar expressions or the use of the future tense are intended to identify forward-looking statements. In addition, any statements that do not relate to historical or current facts or matters are forward-looking statements. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Examples of forward-looking statements within this document include, but are not limited to, statements concerning the additional steps that we intend to take to mitigate the risk that our necessary 3TG benefit armed groups.
Forward-looking statements are subject to risks and uncertainties that could cause actual actions or performance to differ materially from those expressed in the forward-looking statements. These risks and uncertainties include, but are not limited to: (1) the continued implementation of satisfactory traceability and other compliance measures by our direct and indirect suppliers on a timely basis or at all;
(2) whether smelters and refiners and other market participants responsibly source 3TG; and (3) political and regulatory developments, whether in the Covered Countries, the United States or elsewhere. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the filing of this document. We do not intend, and undertake no obligation, to publish revised forward-looking statements to reflect events or circumstances after the date of the filing of this document or to reflect the occurrence of unanticipated events.