EX-1.01 2 d833055dex101.htm EX-1.01 EX-1.01

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 and Form SD (the “Rule”), for the reporting period from January 1 to December 31, 2023. This Report provides information with respect to the products manufactured, or contracted to be manufactured, during the reporting period for which gold, columbite-tantalite, cassiterite, and wolframite minerals, and these specific derivatives: tantalum, tin, and tungsten (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 the reporting period 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 the Rule and the 1934 Act Release No. 34-67716 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, and tungsten, regardless of the country of origin of such minerals and regardless of whether the purchase of such minerals actually finances or benefits armed groups in the Covered Countries.

Company Overview

Dow (NYSE: DOW) is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications. Dow’s global breadth, asset integration and scale, focused innovation, leading business positions and commitment to sustainability enables the Company to achieve profitable growth and help deliver a sustainable future. Dow operates manufacturing sites in 31 countries and employs approximately 35,900 people. Dow delivered sales of approximately $45 billion in 2023.

As a world-leading materials science company, Dow plays a pivotal role in innovating materials that bring social and environmental value alongside business value. Dow is committed to innovating and bringing safer materials to the market by continuously evaluating and improving how the Company measures, designs, manufactures, reports, and acts on the impact of its products. Dow envisions a future where every material it brings to market is sustainable for people and the planet. To that end, Dow is innovating the sustainable materials of tomorrow by leading candid conversations about product safety and committing to the advancement of open and transparent chemistry with Dow’s value chain partners, customers and the public.

For more information, please visit www.dow.com. The content on, or accessible through, the Company’s website is not part of or incorporated by reference into this filing.

Basis of Presentation

The Company evaluated whether 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 during the reporting period. It was determined that four of the Company’s six 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 Packaging and Specialty Plastics, Polyurethanes & Construction Chemicals, Coatings & Performance Monomers, and Consumer Solutions.

 

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Separately, it was determined that five of the Company’s six 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 (“RCOI”) and due diligence on these materials in addition to the metals and metal alloys.

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 Company’s policy to not knowingly purchase any raw materials that contain Conflict Minerals that directly or indirectly finance or benefit armed groups in the Covered Countries.

The Company’s 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” as contemplated by the Rule, that is, part of the supply chain which spans smelters/refiners downstream to retailers which 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 Company’s supply chain many layers removed from the Company’s operations, 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 Company’s due diligence process and its implementation was designed to conform in all material respects to the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“OECD Guidance”), as applicable to Downstream companies.

The Company expects its vendors to comply with the Conflict Minerals Provision and the Conflict Minerals Regulation. In addition, the Company expects its vendors to provide all necessary information in connection with the Company’s RCOI about products supplied to the Company that contain Conflict Minerals. The Company sets forth its expectations with regard to sourcing of Conflict Minerals and the vendor’s agreement to provide sourcing information as requested regarding Conflict Minerals in the Company’s Code of Business 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, monitor and audit 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.

The Company’s Office of Ethics and Compliance maintains a help line that serves as a grievance mechanism and is available to those who wish to ask questions about the Company policy, seek guidance on specific situations or report violations of the Company’s 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

During the reporting period, the Company purchased seventy-nine products which incorporate certain Conflict Minerals, in the form of metal and metal alloys, and/or Organometallic Compounds from forty-four 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 to each vendor information about the Conflict Minerals Provision and the Conflict Minerals Regulation, Dow’s purchasing policy with regard to Conflict Minerals, the Company’s expectations as outlined in the Code of Business Conduct for Suppliers regarding the sourcing of Conflict Minerals and requested each vendor to provide a completed Conflict Minerals reporting template (the “CMRT”). The CMRT is maintained 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, the smelters/refiners used to supply any Conflict Minerals contained in materials or products supplied by such vendor. The Company followed up with vendors who did not provide timely responses to the RCOI or only provided partial information. The vendors responded to the survey by returning a completed CMRT or producing an alternative method of compliance. In validating alternative methods of compliance and in determining whether further due diligence is required in each instance, the Company relied upon additional vendor documentation or participation in an equivalent cross-recognized assessment in determining the source of the Conflict Minerals in its materials or products.

After receiving the vendor responses, the Company compared the results to the lists of conformant and active smelters and refiners maintained by the RMI. The RMI defines standards for smelters and refiners that voluntarily participate in the Responsible Minerals Assurance Process (“RMAP”). The RMAP employs a risk-based approach and uses an independent third-party audit to assess smelters’ and refiners’ management systems and responsible sourcing practices in conformance with RMAP standards. The RMAP standards are developed to meet the requirements of the OECD Guidance and the Dodd-Frank Act. The lists of smelters and refiners that meet the RMAP standards are published on the RMI website.

 

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RCOI AND DUE DILIGENCE RESULTS

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

 

Metal     Smelter ID      Smelter Name    Smelter Country
Tin     CID000228     

Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.

   

China

Tin     CID000309     

PT Aries Kencana Sejahtera

   

Indonesia

Tin     CID000438     

EM Vinto

   

Bolivia

Tin     CID000468     

Fenix Metals

   

Poland

Tin     CID001105     

Malaysia Smelting Corporation (MSC)

   

Malaysia

Tin     CID001173     

Mineracao Taboca S.A.

   

Brazil

Tin     CID001182     

Minsur

   

Peru

Tin     CID001337     

Operaciones Metalurgicas S.A.

   

Bolivia

Tin     CID001399     

PT Artha Cipta Langgeng

   

Indonesia

Tin     CID001402     

PT Babel Inti Perkasa

   

Indonesia

Tin     CID001406     

PT Babel Surya Alam Lestari

   

Indonesia

Tin     CID001428     

PT Bukit Timah

   

Indonesia

Tin     CID001453     

PT Mitra Stania Prima

   

Indonesia

Tin     CID001458     

PT Prima Timah Utama

   

Indonesia

Tin     CID001460     

PT Refined Bangka Tin

   

Indonesia

Tin     CID001463     

PT Sariwiguna Binasentosa

   

Indonesia

Tin     CID001468     

PT Stanindo Inti Perkasa

   

Indonesia

Tin     CID001477     

PT Timah Tbk Kundur

   

Indonesia

Tin     CID001482     

PT Timah Tbk Mentok

   

Indonesia

Tin     CID001490     

PT Tinindo Inter Nusa

   

Indonesia

Tin     CID001539     

Rui Da Hung

   

Taiwan

Tin     CID001898     

Thaisarco

   

Thailand

Tin     CID002036     

White Solder Metalurgia e Mineracao Ltda.

   

Brazil

Tin     CID002158     

Yunnan Chengfeng Non-ferrous Metals Co., Ltd.

   

China

Tin     CID002180     

Tin Smelting Branch of Yunnan Tin Co., Ltd.

   

China

Tin     CID002455     

CV Venus Inti Perkasa

   

Indonesia

Tin     CID002468     

Magnu’s Minerais Metais e Ligas Ltda.

   

Brazil

Tin     CID002503     

PT ATD Makmur Mandiri Jaya

   

Indonesia

Tin     CID002570     

CV Ayi Jaya

   

Indonesia

Tin     CID002773     

Aurubis Beerse

   

Belgium

Tin     CID002816     

PT Sukses Inti Makmur

   

Indonesia

Tin    CID002835     

PT Menara Cipta Mulia

   

Indonesia

Tin     CID003116     

Guangdong Hanhe Non-Ferrous Metal Co., Ltd.

   

China

Tin     CID003190     

Chifeng Dajingzi Tin Industry Co., Ltd.

   

China

Tin     CID003205     

PT Bangka Serumpun

   

Indonesia

Tin     CID003325     

Tin Technology & Refining

   

United States of America

Tin     CID003380     

PT Masbro Alam Stania

   

Indonesia

Tin     CID003381     

PT Rajawali Rimba Perkasa

   

Indonesia

Tin     CID003387     

Luna Smelter, Ltd.

   

Rwanda

Tin     CID003449     

PT Mitra Sukses Globalindo

   

Indonesia

Tin     CID003582     

Fabrica Auricchio Industria e Comercio Ltda.

   

Brazil

Tin     CID004065     

Mining Minerals Resources SARL

   

Democratic Republic of the Congo

 

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The Company received responses from 100% of its vendors of Conflict Minerals. In most instances, the Company received information about products containing Conflict Minerals and the smelters/refiners. Some vendors did not include information beyond the identification of products containing Conflict Minerals. Some vendors provided incomplete information about the smelters/refiners. 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 Company’s due diligence on the source and chain of custody on the Conflict Minerals, the Company followed up with vendors who did not provide a completed CMRT or who did not produce an alternative method of compliance or who named smelters/refiners not on the conformant or active list maintained by RMI.

The Company’s vendors, who are also Downstream companies, are 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 the ultimate country of origin or from which mine the Conflict Minerals originated. All except for one of the smelters/refiners identified by the Company, as provided in the table above, are on the conformant list maintained by RMI, having successfully completed an assessment against the RMAP standards. The smelter/refiner not on the conformant list was on the conformant list maintained by RMI at the time the Conflict Mineral was sourced.

CONCLUSIONS

Based on the RCOI and the due diligence measures performed, the Company concluded 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 the reporting period originated in countries other than the Covered Countries. Specifically, the majority of vendors returned a completed CMRT that indicated sourcing from smelters/refiners not in the Covered Countries. One vendor indicated recycled or scrap sources of the Conflict Minerals.

A small percentage of the Conflict Minerals purchased by the Company from vendors may have originated from the Covered Countries. Specifically, ten vendors returned a completed CMRT that indicated sourcing from two smelters located in a Covered Country, and some of the identified smelters/refiners indicated sourcing from multiple countries or provided incomplete mine information. In these cases, vendors provided sufficient justification that all the identified smelters/refiners were on the list of conformant or active smelters and refiners maintained by the RMI or participated in an equivalent cross-recognized assessment at the time the Conflict Mineral was sourced.

ONGOING IMPROVEMENTS TO DUE DILIGENCE PROCESS

The Company continues to expect its vendors to comply with the Conflict Minerals Provision and the Conflict Minerals Regulation, to provide all necessary information in connection with the Company’s due diligence process, to cooperate in further assessment or verification of compliance with the Code of Business Conduct for Suppliers, and to implement corrective actions as needed.

The Company’s due diligence process is 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. As a Downstream Company, the Company relies upon the list of the conformant and active smelters and refiners maintained by the RMI. The Company continues to work with its vendors to improve their completeness and quality of responses as needed. During the reporting period, the Company continued its efforts to build transparency across our supply chain by publishing the Company’s CMRT on its website at https://www.dow.com/en-us/support.html under the “Regulatory” tab, which enables customers to complete their own reasonable country of origin inquiries and due diligence with respect to Conflict Minerals.

The Company continues to improve its ability to track Conflict Minerals in its supply chain with internal process updates that enhance vendor assessment and validation capabilities and training for cross-functional team members on the Conflict Minerals due diligence process.

The Company’s ongoing efforts have resulted in responses from 100% of its vendors of Conflict Minerals materials and their responses show the strong commitment by Dow to engage in responsible sourcing of Conflict Minerals.

The Company reviews its approach for managing Conflict Minerals and the related due diligence process at least annually.

 

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