Dow 10-K 2021-12-31

Filed 2022-02-04. 1 sections, 726K characters. Original on sec.gov · Markdown · JSON

What changed since the 2020-12-31 10-KNew, removed and reworded risk factor headings, then every item sentence by sentence.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number	State of Incorporation or Organization	I.R.S. Employer Identification No.
001-38646	Dow Inc.	Delaware	30-1128146
	2211 H.H. Dow Way, Midland, MI 48674
	(989) 636-1000
001-03433	The Dow Chemical Company	Delaware	38-1285128
	2211 H.H. Dow Way, Midland, MI 48674
	(989) 636-1000

Securities registered pursuant to Section 12(b) of the Act:


Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Dow Inc.	Common Stock, par value $0.01 per share	DOW	New York Stock Exchange
The Dow Chemical Company	0.500% Notes due March 15, 2027	DOW/27	New York Stock Exchange
The Dow Chemical Company	1.125% Notes due March 15, 2032	DOW/32	New York Stock Exchange
The Dow Chemical Company	1.875% Notes due March 15, 2040	DOW/40	New York Stock Exchange
The Dow Chemical Company	4.625% Notes due October 1, 2044	DOW/44	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


			Dow Inc.			☑			Yes			☐			No
			The Dow Chemical Company			☑			Yes			☐			No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


			Dow Inc.			☐			Yes			☑			No
			The Dow Chemical Company			☐			Yes			☑			No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


			Dow Inc.			☑			Yes			☐			No
			The Dow Chemical Company			☑			Yes			☐			No

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


			Dow Inc.			☑			Yes			☐			No
			The Dow Chemical Company			☑			Yes			☐			No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


			Dow Inc.			Large accelerated filer			☑			Accelerated filer			¨			Non- accelerated filer			¨			Smaller reporting company			¨			Emerging growth company			¨
			The Dow Chemical Company			Large accelerated filer			¨			Accelerated filer			¨			Non- accelerated filer			☑			Smaller reporting company			¨			Emerging growth company			¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


			Dow Inc.			☐
			The Dow Chemical Company			☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.


			Dow Inc.			☑
			The Dow Chemical Company			☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


			Dow Inc.			☐			Yes			☑			No
			The Dow Chemical Company			☐			Yes			☑			No

As of June 30, 2021, the aggregate market value of the common stock of Dow Inc. held by non-affiliates of Dow Inc. was approximately $47.1 billion based on the last reported closing price of $63.28 per share as reported on the New York Stock Exchange.

Dow Inc. had 735,747,193 shares of common stock, $0.01 par value, outstanding at January 31, 2022. The Dow Chemical Company had 100 shares of common stock, $0.01 par value, outstanding at January 31, 2022, all of which were held by the registrant’s parent, Dow Inc.

The Dow Chemical Company meets the conditions set forth in General Instruction I(1)(a) and (b) for Form 10-K and therefore is filing this form in the redu

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