Dow (DOW) 10-K risk factor changes: FY2021 vs FY2020

Public Health Crisis: A public health crisis or global outbreak of disease, including the pandemic caused by [removed: coronavirus disease 2019 (“COVID-19”)] [added: COVID-19] has had, and could continue to have, a negative effect on the Company's manufacturing operations, supply chain and workforce, creating business disruptions that could continue to have a substantial negative impact on the Company’s results of operations, financial condition and cash flows.

The global, regional and local spread of [removed: COVID-19] [added: COVID-19, including existing and new variants,] has resulted in significant global mitigation measures, including government-directed quarantines, social distancing and shelter-in-place mandates, travel restrictions and/or bans, [added: mask] and [added: vaccination mandates, restrictions on large gatherings and] restricted access to certain corporate facilities and manufacturing sites.

Additional risks may include, but are not limited to: shortages of key raw materials; potential impairment in the carrying value of goodwill; additional asset impairment charges; increased obligations related to the Company’s pension and other [removed: postretirement benefit plans; and tax valuation allowances.]

Business disruptions and market volatility resulting from the COVID-19 pandemic have had and could [removed: continue to] have a substantial negative impact on the Company’s results of operations, financial condition and cash flows.

Sales of the Company's products are also subject to extensive federal, state, local and foreign laws and [removed: regulations,] [added: regulations;] trade [removed: agreements,] [added: agreements;] import and export [removed: controls] [added: controls; taxes;] and duties and tariffs.

The imposition of additional regulations, [removed: controls] [added: controls, taxes] and duties and tariffs or changes to bilateral and regional trade agreements could result in lower sales volume, which could negatively impact the Company’s results of operations.

The Company’s global business operations also give rise to market risk exposure [added: related to changes in inflation, foreign currency exchange rates, interest rates, commodity prices and other market factors such as equity prices.]

To manage such risks, the Company enters into hedging [removed: transactions] [added: transactions, where deemed appropriate,] pursuant to established guidelines and policies.

At December 31, [removed: 2020,] [added: 2021,] Union Carbide's total asbestos-related liability, including future defense and processing costs, was [removed: $1,098] [added: $1,016] million [removed: ($1,165] [added: ($1,098] million at December 31, [removed: 2019).][added: 2020).]

Dow Silicones’ liability for breast implant and other product liability claims was [removed: $160] [added: $130] million at December 31, [removed: 2020 ($165] [added: 2021 ($160] million at December 31, [removed: 2019).][added: 2020).]

Plastic Waste: Increased concerns regarding plastic waste in the environment, consumers selectively reducing their consumption of plastic [removed: products due to] [added: products, a lack of plastic waste collection and] recycling [removed: concerns,] [added: infrastructure,] or new or more restrictive regulations and rules related to plastic waste could reduce demand for the Company’s plastic products and could negatively impact the Company’s financial results.

In addition, [added: without proper waste collection and recycling infrastructure at scale,] plastics have faced increased public scrutiny due to negative coverage of plastic waste in the environment, including the world’s [removed: oceans.][added: oceans and rivers.]

As Dow is one of the world’s largest producers of plastics, increased [removed: regulation] [added: pressure] on the use of [removed: plastics] [added: plastics, despite positive carbon benefits and essential functions such as food preservation and medical uses,] could cause reduced demand for the Company’s polyethylene products which could negatively impact the Company’s financial condition, results of operations and cash flows.

If the manufacturing operations, [added: supply chains,] sales and marketing activities, and/or implementation of these projects is not successful, it could adversely affect the Company’s financial condition, cash flows and results of operations.

Cyber Threat: The risk of loss of the Company’s [removed: intellectual property,] trade [removed: secrets] [added: secrets, know-how] or other sensitive business information or disruption of operations could negatively impact the Company’s financial results.

The Company has attractive information assets, including [removed: intellectual property,] trade [removed: secrets] [added: secrets, know-how] and other sensitive, business critical information.

Major hurricanes [added: and other weather-related events] have caused significant disruption in the Company's operations on the U.S. Gulf Coast, logistics across the region, and the supply of certain raw materials, which had an adverse impact on volume and cost for some of its products.

Risks related to achieving the anticipated benefits of Dow's separation from DowDuPont include, but are not limited to, a number of conditions outside the control of Dow, including risks related to: (i) Dow's [removed: inability] [added: failure] to achieve [removed: some or all of] [added: in full] the [added: anticipated] benefits [removed: that it expects to receive] from the separation from DowDuPont; (ii) certain tax risks associated with the separation; (iii) the failure of Dow's pro forma financial information to be a reliable indicator of Dow's future results; (iv) [removed: Dow's inability to receive third-party consents required under the separation agreement; (v) non-compete restrictions under the separation agreement; (vi)] receipt of less favorable terms in the commercial agreements Dow entered into with DuPont and Corteva, Inc. ("Corteva"), including restrictions under intellectual property cross-license agreements, than Dow would have received from an unaffiliated third party; and [removed: (vii)] [added: (v)] Dow's obligation to indemnify DuPont and/or Corteva for certain liabilities.

CLIMATE CHANGE - RELATED RISKS

Climate Change: Climate change-related risks and uncertainties, legal or regulatory responses to climate change and failure to meet the Company’s climate change commitments could negatively impact the Company’s results of operations, financial condition and/or reputation.

The Company is subject to increasing climate-related risks and uncertainties, many of which are outside of its control.

Climate change may result in more frequent severe weather events, potential changes in precipitation patterns and extreme variability in weather patterns, which can disrupt the operations of the Company as well as those of its customers, partners and vendors.

The transition to lower greenhouse gas emissions technology, the effects of carbon pricing and changes in public sentiment, regulations, taxes, public mandates or requirements and increases in climate-related lawsuits, insurance premiums and implementation of more robust disaster recovery and business continuity plans could increase costs to maintain or resume the Company’s operations or achieve its sustainability commitments in the expected timeframes, which would negatively impact the Company’s results of operations.

In 2020, the Company announced commitments to reduce its net annual greenhouse gas emissions by an additional 5 million metric tons, or 15 percent compared with its 2020 baseline, by 2030 (the 2020 baseline represents a 15 percent reduction in greenhouse gas emissions since 2005) and its intention to be carbon neutral by 2050 (Scopes 1+2+3, as defined by the Greenhouse Gas Protocol, plus product benefits).

Execution and achievement of these commitments within the currently projected costs and expected timeframes are also subject to risks and uncertainties which include, but are not limited to: advancement, availability, development and affordability of technology necessary to achieve these commitments; unforeseen design, operational and technological difficulties; availability of necessary materials and components; adapting products to customer preferences and customer acceptance of sustainable supply chain solutions; changes in public sentiment and political leadership; the Company’s ability to comply with changing regulations, taxes, mandates or requirements related to greenhouse gas emissions or other climate-related matters; and the pace of regional and global recovery from the pandemic caused by coronavirus disease 2019 ("COVID-19").

Given the focus on sustainable investing, if the Company fails to meet its climate change commitments within the committed timeframe and adopt policies and practices to enhance sustainability, the Company’s reputation and its customer and other stakeholder relationships could be negatively impacted and it may be more difficult for the Company to compete effectively or gain access to financing on acceptable terms when needed, which would have an adverse effect on the Company’s results of operations.

postretirement benefit plans; and tax valuation allowances.

Local, state, federal and foreign governments have been increasingly proposing regulations to address the global plastic waste challenge, including, but not limited to, extended producer responsibility fees, a Global Plastics Treaty and bans on non-essential items.

These regulations on plastic waste drive demand toward plastic solutions that are recyclable, reusable, made with recycled content and/or renewable raw materials.

In addition, disruptions to supply chains, distribution chains and/or public and private infrastructure, including those caused by industry capacity constraints, material availability, global logistics delays and constraints arising from, among other things, the transportation capacity of ocean shipping containers and labor availability constraints, could materially and adversely impact our business operations.

related to changes in foreign currency exchange rates, interest rates, commodity prices and other market factors such as equity prices.

Local, state, federal and foreign governments have been increasingly proposing and in some cases approving bans on certain plastic-based products including single-use plastics, plastic straws and utensils.

The consolidated financial results of Dow for [removed: all] [added: the applicable] periods presented reflect the distribution of TDCC’s agricultural sciences business (“AgCo”) and specialty products business (“SpecCo”) as discontinued operations, as well as reflect the receipt of Historical DuPont’s ethylene and ethylene copolymers businesses (other than its ethylene acrylic elastomers business) (“ECP”) as a common control transaction from the closing of the Merger on August 31, 2017 ("Merger Date").

Except as otherwise indicated by the context, the [removed: terms] [added: term] "Union Carbide" means Union Carbide [removed: Corporation, a wholly owned subsidiary of the Company,] [added: Corporation] and [added: the term] "Dow Silicones" means Dow Silicones Corporation, [removed: a] [added: both] wholly owned [removed: subsidiary] [added: subsidiaries] of the Company.

As a result of the separation from DowDuPont, pro forma net sales and pro forma Operating EBIT for the [removed: years] [added: year] ended December 31, 2019 [removed: and 2018] are provided in this section and based on the consolidated financial statements of TDCC, adjusted to give effect to the separation from DowDuPont as if it had been consummated on January 1, 2017.

See Note 26 to the Consolidated Financial Statements for a summary of the pro forma adjustments impacting segment measures for the [removed: years] [added: year] ended December 31, [removed: 2019 and 2018.][added: 2019.]

[removed: During] [added: Throughout] this public health crisis, the Company [removed: is] [added: has been] focused on the health and safety of its employees, contractors, customers and suppliers around the world and maintaining the safe and reliable operations of its manufacturing sites.

Although supply disruptions and related [removed: logistical] [added: logistics] issues have posed challenges across all modes of transportation, the Company’s manufacturing sites have continued to operate during the COVID-19 pandemic, with no significant impact to manufacturing whether through shutdowns or shortages in labor, raw materials or personal protective equipment.

The Company [removed: continues] [added: has continued] to maintain a strong financial position and [removed: build further] liquidity [removed: in the midst of] [added: throughout] the economic recession triggered by the COVID-19 [removed: pandemic.][added: pandemic and its ongoing recovery.]

At December 31, [removed: 2020,] [added: 2021,] the Company had cash and committed and available forms of liquidity of [removed: $14.6] [added: $12.6] billion.

The Company also has no substantive long-term debt maturities [added: due] until [removed: the second half of 2024.][added: 2026.]

See [removed: Note 6] [added: Notes 7, 15, 16, 20 and 26] to the Consolidated Financial Statements for additional information.

Dow defines Operating EBITDA [added: (for the years ended December 31, 2021 and 2020)] as earnings (i.e., "Income [removed: (loss)] from continuing operations before income taxes") before interest, depreciation and amortization, excluding the impact of significant items.

Local price [removed: increases were reported] [added: increased] in Packaging & Specialty Plastics [removed: and] [added: (up 50 percent),] Industrial Intermediates & [removed: Infrastructure, which more than offset declines in] [added: Infrastructure (up 40 percent) and] Performance Materials & [removed: Coatings.][added: Coatings (up 19 percent).]

Local price increased in [removed: all segments] [added: both businesses] and [added: across] all geographic regions.

The Company [removed: enters 2021 with sequential momentum and] is well-positioned for continued profitable growth in the ongoing economic recovery and improving industry cycle.

[removed: The effects of the COVID-19 pandemic for the year ended December 31, 2020 and] [added: Additional information regarding] the [removed: additional] risks associated with [removed: these conditions are more fully discussed] [added: the COVID-19 pandemic can be found] in this report in Part [removed: I,] [added: 1,] Item 1A, Risk Factors.

[removed: While there have been] [added: There were] no significant impacts to the Company's provision for income taxes on continuing operations in [added: 2021 or] 2020 as a result of the CARES Act [removed: legislation, the Company filed a tax loss carryback claim for $291 million in accordance with the provisions of the CARES Act.][added: legislation.]

| [About [removed: Dow](#i28d36ac4d2984b26a4e9bfc506d67dde_94)] [added: Dow](#i516b35255acf4dcc834d726d711577b3_94)] | | | [removed: [32](#i28d36ac4d2984b26a4e9bfc506d67dde_94)] [added: [31](#i516b35255acf4dcc834d726d711577b3_94)] | | |

| [Results of [removed: Operations](#i28d36ac4d2984b26a4e9bfc506d67dde_100)] [added: Operations](#i516b35255acf4dcc834d726d711577b3_100)] | | | [removed: [35](#i28d36ac4d2984b26a4e9bfc506d67dde_100)] [added: [34](#i516b35255acf4dcc834d726d711577b3_100)] | | |

| [Segment [removed: Results](#i28d36ac4d2984b26a4e9bfc506d67dde_106)] [added: Results](#i516b35255acf4dcc834d726d711577b3_106)] | | | [removed: [43](#i28d36ac4d2984b26a4e9bfc506d67dde_106)] [added: [41](#i516b35255acf4dcc834d726d711577b3_106)] | | |

| [Packaging & Specialty [removed: Plastics](#i28d36ac4d2984b26a4e9bfc506d67dde_109)] [added: Plastics](#i516b35255acf4dcc834d726d711577b3_109)] | | | [removed: [43](#i28d36ac4d2984b26a4e9bfc506d67dde_109)] [added: [41](#i516b35255acf4dcc834d726d711577b3_109)] | | |

| [Industrial Intermediates & [removed: Infrastructure](#i28d36ac4d2984b26a4e9bfc506d67dde_112)] [added: Infrastructure](#i516b35255acf4dcc834d726d711577b3_112)] | | | [removed: [45](#i28d36ac4d2984b26a4e9bfc506d67dde_112)] [added: [43](#i516b35255acf4dcc834d726d711577b3_112)] | | |

| [Performance Materials & [removed: Coatings](#i28d36ac4d2984b26a4e9bfc506d67dde_115)] [added: Coatings](#i516b35255acf4dcc834d726d711577b3_115)] | | | [removed: [46](#i28d36ac4d2984b26a4e9bfc506d67dde_115)] [added: [45](#i516b35255acf4dcc834d726d711577b3_115)] | | |

| [removed: [Corporate](#i28d36ac4d2984b26a4e9bfc506d67dde_118)] [added: [Corporate](#i516b35255acf4dcc834d726d711577b3_118)] | | | [removed: [48](#i28d36ac4d2984b26a4e9bfc506d67dde_118)] [added: [46](#i516b35255acf4dcc834d726d711577b3_118)] | | |

| [removed: [Outlook](#i28d36ac4d2984b26a4e9bfc506d67dde_121)] [added: [Outlook](#i516b35255acf4dcc834d726d711577b3_121)] | | | [removed: [48](#i28d36ac4d2984b26a4e9bfc506d67dde_121)] [added: [47](#i516b35255acf4dcc834d726d711577b3_121)] | | |

| [Liquidity and Capital [removed: Resources](#i28d36ac4d2984b26a4e9bfc506d67dde_124)] [added: Resources](#i516b35255acf4dcc834d726d711577b3_124)] | | | [removed: [50](#i28d36ac4d2984b26a4e9bfc506d67dde_124)] [added: [48](#i516b35255acf4dcc834d726d711577b3_124)] | | |

| [Other [removed: Matters](#i28d36ac4d2984b26a4e9bfc506d67dde_130)] [added: Matters](#i516b35255acf4dcc834d726d711577b3_130)] | | | [removed: [59](#i28d36ac4d2984b26a4e9bfc506d67dde_130)] [added: [57](#i516b35255acf4dcc834d726d711577b3_130)] | | |

| [Critical Accounting [removed: Estimates](#i28d36ac4d2984b26a4e9bfc506d67dde_133)] [added: Estimates](#i516b35255acf4dcc834d726d711577b3_133)] | | | [removed: [59](#i28d36ac4d2984b26a4e9bfc506d67dde_133)] [added: [57](#i516b35255acf4dcc834d726d711577b3_133)] | | |

| [Environmental [removed: Matters](#i28d36ac4d2984b26a4e9bfc506d67dde_136)] [added: Matters](#i516b35255acf4dcc834d726d711577b3_136)] | | | [removed: [63](#i28d36ac4d2984b26a4e9bfc506d67dde_136)] [added: [61](#i516b35255acf4dcc834d726d711577b3_136)] | | |

| [Asbestos-Related Matters of Union Carbide [removed: Corporation](#i28d36ac4d2984b26a4e9bfc506d67dde_139)] [added: Corporation](#i516b35255acf4dcc834d726d711577b3_139)] | | | [removed: [68](#i28d36ac4d2984b26a4e9bfc506d67dde_139)] [added: [66](#i516b35255acf4dcc834d726d711577b3_139)] | | |

Dow combines global [removed: breadth,] [added: breadth;] asset integration and [removed: scale,] [added: scale;] focused innovation and [added: materials science expertise;] leading business [removed: positions] [added: positions; and environmental, social and governance (ESG) leadership] to achieve profitable [removed: growth.][added: growth and deliver a sustainable future.]

The Company’s ambition is to become the most innovative, customer centric, inclusive and sustainable materials science [removed: company, with a purpose to deliver a sustainable future for] [added: company in] the [removed: world through our materials science expertise and collaboration with our partners.][added: world.]

Dow’s portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of [removed: differentiated] [added: differentiated,] science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer [removed: care.][added: applications.]

Dow operates [removed: 106] [added: 104] manufacturing sites in 31 countries and employs approximately 35,700 people.

In [removed: 2020,] [added: 2021,] the Company had annual sales of [removed: $38.5] [added: $55] billion, of which [removed: 35] [added: 36] percent of the Company’s sales were to customers in the U.S. & Canada; [removed: 34] [added: 36] percent were in [removed: EMEAI;] [added: Europe, Middle East, Africa and India ("EMEAI");] while the remaining [removed: 31] [added: 28] percent were to customers in Asia Pacific and Latin America.

In [removed: 2020,] [added: 2021,] the Company and its consolidated subsidiaries did not operate in countries subject to U.S. economic sanctions and export controls as imposed by the U.S. State Department or in countries designated by the U.S. State Department as state sponsors of terrorism, including [added: Cuba,] Iran, the Democratic People's Republic of Korea (North Korea), Sudan and Syria.

The following is a summary of the results from continuing operations for the Company for the year ended December 31, [removed: 2020:][added: 2021:]

[removed: The Company reported net] [added: Net] sales [removed: in 2020 of $38.5 billion, down 10 percent from $43.0 billion] [added: decreased] in [removed: 2019, with declines across] all geographic regions and operating segments, reflecting [removed: the impact of] [added: impacts from] the [added: global] COVID-19 pandemic on economies and supply and demand [removed: fundamentals,] [added: dynamics,] most notably in the first half of the year.

[added: Local price increased in Packaging & Specialty Plastics (up 50 percent),] Industrial Intermediates & Infrastructure [added: (up 40 percent)] and Performance Materials & Coatings [removed: reported volume declines (both down 6 percent) while Packaging & Specialty Plastics volume increased 1 percent.][added: (up 19 percent).]

Volume [removed: decreased] [added: increased] in the U.S. & Canada [removed: (down 8] [added: (up 2 percent) and in EMEAI (up 3] percent), partially offset by [removed: an increase] [added: decreases] in [removed: EMEAI (up 1] [added: Asia Pacific (down 4 percent) and Latin America (down 3] percent).

Restructuring and asset related charges - net were [added: $6 million in 2021, compared with] $708 million in 2020, primarily reflecting actions taken under the 2020 Restructuring Program.

STATEMENT ON COVID-19 AND U.S. GULF COAST FREEZE

*COVID-19*

In January 2022, the Company opened all sites and locations to employees, where permitted by local regulations, and continues to require that several health and safety measures be followed.

All regions continue to follow on-site workforce restrictions in accordance with government regulations.

Through the ongoing market recovery, Dow has experienced increasing margins as differentiated parts of the portfolio see improved demand and underlying market dynamics, which has enabled a return to pre-COVID-19 sales levels and end-market growth across most businesses.

*U.S. Gulf Coast Freeze*

In the first quarter of 2021, Winter Storm Uri had a broad impact on the U.S. Gulf Coast and in particular across the entire state of Texas, which resulted in widespread utility and raw material supply disruptions and industry-wide production outages.

All Dow ethylene production facilities located on the U.S. Gulf Coast were operational by March 31, 2021, along with all sites.

As a result of the winter storm, the product and supply chain impacts across the industry created very tight supply dynamics and generated pricing momentum for both raw materials and finished goods.

The Company remains close to its customers and continues to work diligently to meet demand needs.

| [Overview](#i516b35255acf4dcc834d726d711577b3_97) | | | [31](#i516b35255acf4dcc834d726d711577b3_97) | | |

The Company reported net sales in 2021 of $55 billion, up 43 percent from $38.5 billion in 2020, with increases across all geographic regions and operating segments, driven by an increase in local price of 40 percent, a volume increase of 1 percent and a favorable currency impact of 2 percent.

Local price increased 40 percent compared with the same period last year, with increases in all operating segments and geographic regions, primarily reflecting price gains due to tight supply and demand dynamics.

Currency had a favorable impact of 2 percent on net sales compared with 2020, driven by EMEAI (up 4 percent) and Asia Pacific (up 2 percent).

In 2021, TDCC redeemed more than $1 billion of certain notes due in 2024 and completed cash tender offers resulting in over $1 billion of aggregate principal amount of certain notes being tendered and retired.

The Company's proactive liability management actions to tender and redeem existing notes have resulted in no substantive long-term debt maturities due until 2026.

In 2021, the Company executed strategic buy-outs of certain leased assets for approximately $690 million.

- Dow received three 2021 BIG Innovation Awards from the Business Intelligence Group for DOWSIL™ TC-3065 Thermally Conductive Gel; DOWSIL™ 993N Structural Glazing Sealant and Catalyst; and the world's first commercial polyurethane-carbon fiber spar cap for the new generation of wind blades.

- Dow was named to Bloomberg’s 2021 Gender-Equality Index.

- On March 4, 2021, TDCC announced changes to the design of its U.S. tax-qualified and non-qualified retirement programs.

Separately, TDCC elected to contribute $1 billion to its U.S. tax-qualified pension plans.

- Dow was recognized with three Manufacturing Leadership Awards by the Manufacturing Leadership Council, a division of the National Association of Manufacturers.

Dow’s Manufacturing 4.0 received the Enterprise Integration and Technology Award, the E2E Business Planning Program was awarded the Supply Chain Award, and Accelerating Innovation in Instrumentation & Sensors at Dow Texas Operations received the Industrial Internet of Things Award.

- Dow received a 2021 CIO 100 award from IDG’s CIO for the digitalization of its end-to-end business planning platform.

- On March 25, 2021, Dow Inc. (together with Sadara and the Saudi Arabian Oil Company) completed a debt re-profiling agreement for Sadara with agency creditors and commercial lenders.

The re-profiled debt repayment schedule is better aligned to match Sadara's expected future cash flow generation.

- Dow received two 2021 Ringier Technology Innovation Awards in the Plastics Raw Materials & Additives category including: Post-Consumer Recycled resin XUS60921.01 and Carpet tile with INFUSE™ polyolefin backing.

- Dow was named as one of the 2021 Fortune 100 Best Companies to Work For®; as well as, being recognized by Great Place to Work® in several other countries around the world including: 2021 Best Workplaces™ in Argentina, Colombia and Saudi Arabia.

Davis to serve as Lead Director until the 2022 Annual Meeting of Stockholders.

Dial, senior vice president and controller at AT&T Inc., and Luis Alberto Moreno, managing director at Allen & Co, LLC and former president of Inter-American Development Bank Group, were elected to the Board at the 2021 Meeting.

Ajay Banga, Jacqueline K.

Barton and James A.

Bell retired from the Board following the 2021 Meeting as announced on February 11, 2021.

- On April 21, 2021, Dow received a 2021 FutureEdge 50 award for its Predictive Intelligence capability, Dow Polyurethanes’ flagship digitalization initiative.

The FutureEdge 50 awards annually recognize 50 organizations pushing the edge of innovation with breakthrough technologies to advance their business for the future.

- Dow received 20 American Chemistry Council Responsible Care® awards for exemplary environmental, health and safety performance.

Dow received awards for site safety, minimizing waste, improving energy efficiency, and its COVID-19 response.

- Dow received six 2021 Edison Awards, including five Gold Edison Awards, for breakthrough technologies including: DOWSIL™ CC-8030 UV and Moisture Dual Cure Conformal Coating; DOWSIL™ TC-5515LT Thermally Conductive Gap Filler; DOWSIL™ TC-3065 Thermal Conductive Silicone Gel for 5G Optical Access Infrastructure; DOWSIL™ VE-8001 Flexible Silicone Adhesive by Dow; RHOBARR™ 320 Polyolefin Dispersion; and DOWSIL™ Crystal Clear Spacer.

Dow is the first company to receive five Gold Edison Awards in a single year.

- Dow was named 2021 Manufacturer of the Year, Large Enterprise, by the Manufacturing Leadership Council, a division of the National Association of Manufacturers.

STATEMENT ON COVID-19 AND OIL PRICE VOLATILITY

*Overview of Dow’s Response to COVID-19*

Financial markets were volatile towards the end of the first quarter and early in the second quarter of 2020, primarily due to uncertainty with respect to the severity and duration of the pandemic, coupled with fluctuations in crude oil prices due in part to the global spread of COVID-19.

As the second quarter progressed, crude oil prices increased, driven by improved supply and demand fundamentals, which continued into the second half of 2020.

Financial markets also continued a gradual and uneven recovery in the second half of 2020.

The global, regional and local spread of COVID-19 resulted in significant global mitigation measures, including government-directed quarantines, social distancing and shelter-in-place mandates, travel restrictions and/or bans, and restricted access to certain corporate facilities and manufacturing sites.

Most of the Company’s manufacturing facilities have been designated essential operations by local governments.

As a result, nearly all of the Company’s manufacturing sites and facilities continue to operate and are doing so safely, having implemented social distancing and enhanced health, safety and sanitization measures as directed by Dow's regional Crisis Management Teams (“CMTs”).

The CMTs continue to work closely with site leadership and are adjusting alert levels as warranted on a site by site basis.

In the second quarter of 2020, the CMTs initiated implementation of the Company’s comprehensive Return to Workplace ("RTW") plan that is tailored for each site and includes several health and safety measures to be followed in a gradual and phased approach.

Employees in Europe, Middle East, Africa, and India ("EMEAI") and Asia Pacific returned to the workplace throughout the third quarter of 2020.

In the fourth quarter of 2020, many EMEAI sites once again reduced on-site workforce in accordance with governmental regulations.

A significant number of employees in the U.S. & Canada and Latin America continue to work remotely as the Company monitors the pandemic evolution, awaiting acceptable and safe levels to implement its RTW phases.

If ongoing mitigation efforts are successful, sites in the U.S. & Canada expect to implement additional RTW phases in the first and second quarters of 2021 and Latin America anticipates RTW during the second quarter of 2021.

Dow’s materials science expertise and production capabilities are used to develop some of the most vital hygiene and medical products and technologies to fight the COVID-19 pandemic, such as disinfectants, sanitizers, cleansers, plastics used in the production of disposable personal protective equipment for medical professionals, and memory foam for hospital beds.

The Company has continued to look for ways to contribute time, talent and materials science expertise to help fight and combat the pandemic while creating some new opportunities for innovation and business.

Dow’s contributions to fight the COVID-19 pandemic included the following:

- The Company collaborated with nine key partners across a myriad of industries to develop and donate 100,000 isolation gowns to help equip frontline workers in Texas, Louisiana and Mexico.

- Dow, Whirlpool Corporation and Reynolds Consumer Products jointly developed a powered, air-purifying respirator which takes the place of a traditional medical face mask and face shield.

- Dow developed and shared an open source design for a simplified face shield and donated 100,000 face shields to hospitals in Michigan.

- Five Dow sites in the United States, Europe and Latin America produced more than 200 metric tons of hand sanitizer, equivalent to more than 880,000 eight-ounce bottles, which were primarily donated to local health systems and government agencies.

- The Company and The Dow Company Foundation committed $4 million to aid COVID-19 relief efforts, with donations going towards global relief organizations, as well as non-profits in communities where Dow operates.

Supply chain and logistical challenges are expected to stabilize in 2021.

The Company started 2020 with significant committed liquidity facilities.

As markets became more volatile and uncertain during the first quarter of 2020, the Company took proactive measures to further bolster liquidity by drawing down certain uncommitted credit facilities, which were subsequently repaid in the second quarter of 2020, and partially monetizing investments in company-owned life insurance policies, which were fully repaid in the fourth quarter of 2020.

The Company took proactive actions to electively focus on cash and maintain financial strength with a continued emphasis on safe, reliable operations and disciplined capital allocation.

These actions included:

- Further reduced the 2020 capital expenditures to $1.25 billion.

- Decreased operating expenses by $500 million through structural cost improvements.

- Unlocked nearly $500 million in structural improvements in working capital.

- Temporarily suspended share repurchases.

- Delayed planned maintenance turnaround spending, where appropriate, without compromising safety or the ability to serve customer needs.

- Temporarily idled select manufacturing facilities to balance production to demand across markets more severely affected by restrained economic activity.

This included the idling of three polyethylene production units and two elastomers units; running Dow's polyurethanes assets, including propylene oxide and methylene diphenyl diisocyanate, at reduced operating rates; reducing siloxanes operating rates globally and extending a planned maintenance turnaround at a silicones production unit in Zhangjiagang, China.

All of these assets returned to more normalized operating rates in the third quarter of 2020.

- Implementing a restructuring program ("2020 Restructuring Program"), which was approved by the Board of Directors ("Board") of Dow Inc. on September 29, 2020, targeting more than $300 million in annualized Operating EBITDA1 benefit by the end of 2021.

This program includes a 6 percent reduction in Dow’s global workforce costs as well as actions to rationalize the Company's manufacturing assets, including asset write-down and write-off charges, related contract termination fees and environmental remediation costs.

*Review of 2020 Financial Impacts from COVID-19*

Net sales were $38.5 billion in 2020, down 10 percent from net sales of $43.0 billion in 2019, as the COVID-19 pandemic disrupted the global economy and supply and demand fundamentals.

The most significant impacts from the pandemic occurred in the first half of the year, with a gradual yet uneven recovery taking hold as the second half of the year progressed.

The largest exposures are denominated in European currencies, the Chinese yuan, the Japanese yen and the Thai baht, although exposures also exist in other currencies in Asia Pacific, [added: Canada,] Latin America, the Middle East, [removed: Africa, India] [added: Africa] and [removed: Canada.][added: India.]

The [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] year-end and average daily VAR for the aggregate of all positions are shown below.

| Total Daily VAR by Exposure Type at Dec 31 | | | [removed: *2020*] [added: *2021*] | | | | | | [removed: *2019*] [added: *2020*] | | | | | |

| Commodities | | | $ | [removed: 23] [added: 26] | | $ | [removed: 19] [added: 17] | | $ | [removed: 7] [added: 23] | | $ | [removed: 12] [added: 19] | |

| Equity securities | | | [removed: 18] [added: 7] | | | [removed: 17] [added: 11] | | | [removed: 10] [added: 18] | | | [removed: 11] [added: 17] | | |

| Foreign exchange | | | [removed: 11] [added: 24] | | | 15 | | | [removed: 43] [added: 11] | | | [removed: 36] [added: 15] | | |

| Interest rate | | | [removed: 142] [added: 143] | | | [removed: 153] [added: 112] | | | [removed: 77] [added: 142] | | | [removed: 69] [added: 153] | | |

| Composite | | | $ | [removed: 194] [added: 200] | | $ | [removed: 204] [added: 155] | | $ | [removed: 137] [added: 194] | | $ | [removed: 128] [added: 204] | |

The Company’s [removed: composite] [added: daily] VAR for the aggregate of all positions increased from [removed: $137] [added: a composite VAR of $194] million at December 31, [removed: 2019] [added: 2020] to [removed: $194] [added: a composite VAR of $200] million at December 31, [removed: 2020.][added: 2021.]

The commodities VAR increased due to an increase in managed [removed: exposures and an increase in commodity volatility.][added: exposures.]

The [removed: equity securities] [added: interest rate] VAR increased due to an increase in [removed: equity volatility.][added: interest rate exposure.]

The foreign exchange VAR [removed: decreased] [added: increased] due to [removed: a decrease] [added: an increase] in managed exposures.

The [removed: interest rate] [added: equity securities] VAR [removed: increased] [added: decreased] due to [removed: an increase] [added: a decrease] in [removed: interest rate] [added: equity] volatility and [removed: an increase] [added: a decrease] in [removed: interest rate] [added: equity] exposure.

The consolidated financial results of Dow for periods prior to April 1, 2019, reflect the distribution of TDCC’s agricultural sciences business (“AgCo”) and specialty products business (“SpecCo”) as discontinued operations for [removed: each period] [added: the applicable periods] presented as well as reflect the receipt of Historical DuPont’s ethylene and ethylene copolymers businesses (other than its ethylene acrylic elastomers business) (“ECP”) as a common control transaction from the closing of the Merger on August 31, 2017.

Dow combines global [removed: breadth,] [added: breadth;] asset integration and [removed: scale,] [added: scale;] focused innovation and [added: materials science expertise;] leading business [removed: positions] [added: positions; and environmental, social and governance (ESG) leadership] to achieve profitable [removed: growth.][added: growth and deliver a sustainable future.]

The Company’s ambition is to become the most innovative, customer centric, inclusive and sustainable materials science [removed: company, with a purpose to deliver a sustainable future for] [added: company in] the [removed: world through our materials science expertise and collaboration with our partners.][added: world.]

Dow’s portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of [removed: differentiated] [added: differentiated,] science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer [removed: care.][added: applications.]

Dow operates [removed: 106] [added: 104] manufacturing sites in 31 countries and employs approximately 35,700 people.

See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 26 to the Consolidated Financial Statements for additional information concerning the Company’s operating [removed: segments.][added: segments,]

[added: The] Packaging & Specialty Plastics [added: operating segment] consists of two highly integrated global businesses: Hydrocarbons & Energy and Packaging and Specialty Plastics.

The segment remains agile by participating in the entire ethylene-to-polyethylene chain integration, enabling the Company to manage market [removed: swings,] [added: swings with industry-leading feedstock] and [added: derivative flexibility, and] therefore optimize returns while reducing long-term earnings volatility.

Market growth is expected to be driven by major shifts in population demographics; improving socioeconomic status in emerging geographic regions; consumer and brand owner demand for increased [removed: functionality;] [added: functionality including sustainable offerings through lower-carbon and circular solutions;] global efforts to reduce food waste; growth in telecommunications networks; global development of electrical transmission and distribution infrastructure; and renewable energy [removed: applications.][added: applications such as wind power and solar (photovoltaic).]

Details on Packaging & Specialty Plastics' [removed: 2020] [added: 2021] net sales, by business and geographic region, are as follows:

[removed:  ][added:  ]

- The SCG-Dow Group - a group of Thailand-based companies (consisting of Siam Polyethylene Company Limited; Siam Polystyrene Company Limited; Siam Styrene Monomer Company Limited; and Siam Synthetic Latex Company Limited) that [removed: manufacture] [added: manufactures] polyethylene, polystyrene, styrene, latex and specialty elastomers; owned 50 percent by the Company.

- Incremental debottleneck projects across its global asset network that will deliver approximately 350 [removed: KTA] [added: kilotonnes per annum] of additional polyethylene, the majority of which will be in the U.S. & Canada.

[removed: - A] [added: Also, the Company completed a] new catalyst production facility for key catalysts licensed by Univation Technologies, LLC, a wholly owned subsidiary of the Company.

[removed: - Addition] [added: In 2021, the Company completed the addition] of a furnace to its ethylene production facility in Alberta, Canada, incrementally expanding capacity by approximately 130,000 metric tons.

Dow [removed: will co-invest] [added: co-invested] in the expansion with a regional customer, evenly sharing project costs and ethylene output, with the additional ethylene to be consumed by existing polyethylene manufacturing assets in the region.

This includes lowering energy and greenhouse gas [removed: ("GHG")] emissions and [added: further] enabling a shift to a circular economy for plastics by focusing on resource efficiency and integrating recycled content and renewable feedstocks into its production processes.

As part of that strategy, Dow announced the [removed: following:][added: following in 2021:]

[removed: -] In [added: addition, in] 2019, the [added: Company announced the] retrofit of one of its Louisiana steam crackers with Dow’s proprietary fluidized catalytic dehydrogenation ("FCDh") technology to produce on-purpose propylene.

[removed: The] [added: Dow's FCDh] technology reduces capital outlay by up to [removed: 25] [added: 40] percent and lowers energy usage and [removed: GHG] [added: greenhouse gas] emissions by up to 20 percent, thereby improving overall sustainability when compared with conventional propane dehydrogenation technologies.

The project is expected to begin producing on-purpose propylene [removed: by] [added: in] the [removed: end] [added: second half] of [removed: 2021.][added: 2022.]

[added: The] Industrial Intermediates & Infrastructure [added: operating segment] consists of two customer-centric global businesses - Industrial Solutions and Polyurethanes & Construction Chemicals - that develop important intermediate chemicals that are essential to manufacturing processes, as well as downstream, customized materials and formulations that use advanced development technologies.

The [added: businesses'] global scale and [removed: reach of these businesses,] [added: reach,] world-class [removed: technology] [added: technology, research] and [removed: R&D] [added: development] capabilities and materials science expertise enable the Company to be a premier solutions provider offering customers value-add sustainable solutions to enhance comfort, energy efficiency, product effectiveness and durability across a wide range of home comfort and [removed: appliances,] [added: appliance,] building and construction, [removed: adhesives] [added: mobility] and [added: transportation, adhesive and] lubricant applications, among others.

The business’ solutions minimize friction and heat in mechanical processes; manage the oil and water interface; deliver ingredients for maximum effectiveness; facilitate dissolvability; enable product identification; [added: decarbonize oil] and [added: gas products; reduce energy and water use in textiles; and] provide the foundational building blocks for the development of chemical technologies.

The business supports manufacturers [removed: associated with] [added: across] a large variety of end-markets, notably coatings, detergents and cleaners, crop protection, pharmaceuticals, electronics, oil and gas, inks and textiles.

The business is a leading producer of purified ethylene [removed: oxide.][added: oxide, ethylene amines and ethanol amines.]

Polyurethanes & Construction Chemicals consists of three businesses: Polyurethanes, Chlor-Alkali & Vinyl (“CAV”) and Construction [removed: Chemicals (“DCC”).][added: Chemicals.]

The Polyurethanes business is the world’s largest producer of propylene oxide, propylene glycol and polyether polyols, and a leading producer of aromatic isocyanates and fully formulated polyurethane systems for rigid, semi-rigid and flexible foams, [removed: and] [added: as well as] coatings, adhesives, sealants, elastomers and composites that serve energy efficiency, consumer comfort, industrial and enhanced mobility market sectors.

The [removed: DCC] [added: Construction Chemicals] business provides cellulose ethers, redispersible latex powders, and acrylic emulsions used as key building blocks for differentiated building and construction materials across many market segments and applications ranging from roofing and flooring to gypsum-, cement-, concrete- and dispersion-based building materials.

Details on Industrial Intermediates & Infrastructures' [removed: 2020] [added: 2021] net sales, by business and geographic region, are as follows:

[removed:  ][added:  ]

| Industrial Solutions | | | Broad range of products for specialty applications, including pharmaceuticals, agriculture crop protection offerings, aircraft deicing, solvents for coatings, heat transfer fluids for concentrated solar power, construction, solvents for electronics processing, food preservation, fuel markers, industrial and institutional cleaning, infrastructure applications, lubricant additives, paper, transportation and utilities; products for energy markets including exploration, production, transmission, refining, mining and gas processing to optimize supply, improve efficiencies and manage emissions | | | Butyl glycol ethers, VERSENE™ Chelants, UCAR™ Deicing Fluids, ethanolamines, ethylene oxide ("EO"), ethyleneamines, UCON™ Fluids, DOWANOL™ glycol ethers, DOWTHERM™ Heat Transfer Fluids, higher glycols, isopropanolamines, low-VOC solvents, methoxypolyethylene glycol, methyl isobutyl, polyalkylene glycol, CARBOWAX™ SENTRY™ Polyethylene Glycol, [removed: TERGITOL™ and] [added: TERGITOL™,] TRITON™ [added: and ECOFAST™ Pure] Surfactants, demulsifiers, drilling and completion fluids, heat transfer fluids, rheology modifiers, scale inhibitors, shale inhibitors, specialty amine solvents, surfactants, water clarifiers, frothing separating agents | | | Ethylene, propylene | | | BASF, Eastman, Hexion, Huntsman, INEOS, LyondellBasell, SABIC, Sasol, Shell | | |

The Company expects to make investments over the next several years to enhance competitiveness in [removed: the Company’s] [added: its] Polyurethanes & Construction Chemicals and Industrial Solutions businesses.

[added: The] Performance Materials & Coatings [added: operating segment] includes industry-leading franchises that deliver a wide array of solutions into [removed: consumer and] [added: consumer,] infrastructure [added: and mobility] end-markets.

Both businesses employ materials science capabilities, global reach and unique products and technology to combine chemistry platforms to deliver [removed: differentiated offerings] [added: differentiated, market-driven and sustainable innovations] to customers.

Consumer Solutions consists of [removed: three] [added: two] businesses: Performance [removed: Silicones, Home] [added: Silicones] & [removed: Personal Care] [added: Specialty Materials] and Silicone Feedstocks & Intermediates.

Details on Performance Materials & Coatings' [removed: 2020] [added: 2021] net sales, by business and geographic region, are as follows:

[removed:  ][added:  ]

| Coatings & Performance Monomers | | | Acrylic binders for architectural paints and coatings, industrial coatings and paper; adhesives; dispersants; impact modifiers; inks and paints; opacifiers and surfactants for both architectural and industrial applications; plastics additives; processing aids; protective and functional coatings; rheology modifiers | | | ACOUSTICRYL™ Liquid-Applied Sound Damping Technology; acrylates; ACRYSOL™ Rheology Modifiers; AVANSE™ Acrylic Binders; EVOQUE™ Pre-Composite Polymer; foam cell promoters; FORMASHIELD™ Acrylic Binder; high-quality impact modifiers; MAINCOTE™ Acrylic Epoxy Hybrid; methacrylates; processing aids; RHOPLEX™ Acrylic Resin; TAMOL™ Dispersants; [added: FASTRACK™ Road Marking Resins;] vinyl acetate monomers; weatherable acrylic capstock compounds for thermoplastic and thermosetting materials | | | Acetic acid, acetone, acrylic acid, butyl acrylate, methyl methacrylate, propylene, styrene | | | Arkema, BASF, Celanese, Evonik, LyondellBasell, Wacker Chemie | | |

| Consumer Solutions | | | Personal [removed: care, color cosmetics, baby care, home] care and [removed: specialty applications with a key focus on hair care, skin care, sun care, cleansing, as well as fabric, dish, floor, hard surface and air care applications; commercial glazing; electrical and high-voltage insulation; lamp] [added: home care; mobility] and [removed: luminaire modules assembly; mobility; oil] [added: transportation; building] and [removed: gas; paints] [added: infrastructure; consumer] and [removed: inks; release liners, specialty films] [added: electronics; industrial] and [removed: tapes; sporting goods; 3D printing] [added: chemical processing] | | | Adhesives and sealants; antifoams and surfactants; coatings and controlled release; coupling agents and crosslinkers; [removed: IMAGIN3D™ Printing Technology;] fluids, emulsions and dispersions; formulating and processing aids; granulation and binders; oils; polymers and emollients; opacifiers; reagents; resins, gels and powders; rheology modifiers; rubber; solubility enhancers; aerospace composites; surfactants and solvents; [added: encapsulants for solar photovoltaic applications;] SILASTIC™ Silicone Elastomers; DOWSIL™ Silicone Products; SYL-OFF™ Silicone Release Coatings; AMPLIFY™ Si PE 1000 Polymer [removed: System] [added: System; bio-based, readily biodegradable SunSpheres™ BIO SPF Booster; ACUSOL™ PRIME 1 Polymer] | | | Hydrochloric acid, methanol, platinum, silica, silicon metal | | | Elkem, Momentive, Shin-Etsu, Wacker Chemie | | |

The segment employs the industry’s broadest polyolefin product portfolio, supported by the Company’s proprietary catalyst and manufacturing process technologies.

These differentiators, plus collaboration at the customer’s design table, enable the segment to deliver more reliable, durable, higher-performing solutions designed for recyclability and enhanced plastics circularity and sustainability.

The segment serves customers, brand owners and ultimately consumers in key markets including food and specialty packaging; industrial and consumer packaging; health and hygiene; caps, closures and pipe applications; consumer durables; mobility and transportation; and infrastructure.

- Construction of the world's first net-zero carbon emissions (with respect to Scope 1 and 2 carbon dioxide (CO2) emissions, including technology advancements) ethylene and derivatives complex in Alberta, Canada.

- Plans to construct the world's first net-zero carbon emissions (with respect to Scope 1 and 2 carbon dioxide emissions, including technology advancements) ethylene facility and convert the assets at its Fort Saskatchewan site in Alberta, Canada, to create the first net-zero carbon emissions complex with respect to Scope 1 and 2 carbon dioxide emissions.

The project would more than triple Dow's ethylene and polyethylene capacity from its Fort Saskatchewan, Alberta site, while retrofitting the site's existing assets to net-zero carbon emissions.

- Dow and Fuenix Ecogy Group expanded upon the companies' initial agreement to scale circular plastics production through advanced recycling with the construction of a second plant in Weert, The Netherlands.

The new plant will process 20,000 tonnes of plastic waste into pyrolysis oil feedstocks, which will be used to produce new circular plastic at Dow's Terneuzen site in The Netherlands.

- A partnership with Mura Technology ("Mura") to rapid-scale new advanced recycling solutions.

The collaboration will produce circular feedstocks, which are converted into recycled plastics.

Mura’s global rollout targets 1 million metric tonnes of recycling capacity by 2025.

Dow will be the major off-taker of pyrolysis oil feedstocks made from Mura’s first-of-its-kind plant in Teesside, United Kingdom.

- Finalization of an agreement with Gunvor Petroleum Rotterdam ("Gunvor") to purify pyrolysis oil feedstocks derived from plastic waste.

Gunvor began supplying cracker-ready feedstocks to Dow in 2021, which will be used to produce circular plastics for customers.

- Fast-tracking the design, engineering and construction of a market development scale purification unit in Terneuzen, The Netherlands, to provide additional capacity to purify pyrolysis oil feedstocks derived from plastic waste.

- Establishment of a multi-year agreement with New Hope Energy, based in Tyler, Texas, to supply the Company with pyrolysis oil feedstocks derived from plastics recycled in North America.

New Hope Energy converts used plastics into pyrolysis oil feedstocks, which Dow will use to produce circular plastics.

- Dow signed new renewable and cleaner power agreements which are expected to reduce Scope 2 emissions by more than 600,000 metric tons of carbon dioxide equivalent per year.

- Plans to construct a clean hydrogen plant where by-products from core production processes would be converted into hydrogen and carbon dioxide.

The carbon dioxide would be captured and stored until alternative technologies develop.

Dow will also look for ways to enable usage of the carbon dioxide in its processes rather than storing it.

The hydrogen plant is expected to startup in 2026 and would allow Dow's Terneuzen manufacturing site to reduce carbon dioxide emissions by approximately 1.4 million tons per year.

Both Polyurethanes and Construction Chemicals deliver more sustainable products aligned toward green building markets yielding reduced environmental impacts and lower product intensity compared to traditional offerings.

In 2021, the Company completed a debottlenecking project along the U.S. Gulf Coast to increase aniline production by 60,000 tons per year, which will drive higher integrated margins for the portfolio.

Also, in the past year, the Company completed key projects aligned to longer-term sustainability goals, including the first industrial-scale production unit aligned to the RENUVA™ Mattress Recycling Program.

This project represents a fully circular investment across the value chain highlighting Dow’s materials science solutions to critical challenges facing the industry.

In 2021, the Company expanded polyethylene glycol production with a new facility in St. Charles, Louisiana.

This investment supports growth in the pharmaceutical market and increases capacity by 35 metric tons annually.

In addition, construction began on a new specialty alkoxylation reactor in Plaquemine, Louisiana.

This investment, expected to be completed in the second half of 2022, will add 60 metric tons of annual capacity for the home and personal care market.

In 2021, the Company announced the following:

- Plans to build an integrated MDI distillation and prepolymers facility at its site in Freeport, Texas.

This investment supports increasing demand for downstream polyurethane systems products and advances Dow’s leading positions in attractive applications in construction, consumer, and industrial markets that are growing above gross domestic product.

The new Freeport MDI facility will replace Dow’s current North America capacity in La Porte, Texas, and will also be capable of supplying an additional 30 percent of product to Dow’s customers.

In coordination with the start-up of the new MDI facility expected in 2023, Dow will shut down its polyurethane assets at the La Porte site.

- Plans to increase propylene glycol capacity at its existing joint venture facility in Map Ta Phut, Thailand by 80,000 tons per year – bringing total capacity to 250,000 tons per year.

The additional capacity will support customer growth across Asia Pacific and India and is expected to come online in 2024.

- A signed Memorandum of Understanding with the Zhanjiang Economic and Technological Development Zone Administrative Committee (Zhanjiang EDZ) to build the Dow South China Specialties Hub, a multi-year project providing customers local access to Dow’s portfolio of high value products and innovative technologies.

The new manufacturing hub would extend Dow’s local reach, further enhancing supply reliability, responsiveness to market needs and customized innovation, and better positions customers for success in markets including mobility, pharmaceuticals, cleaning chemicals, apparel, home and personal care, lubricants and adhesives.

- Dow and Ralph Lauren Corporation released a detailed manual on how to dye cotton more sustainably and more effectively than ever before using ECOFAST™ Pure Sustainable Textile Treatment.

The segment employs the industry’s broadest polyolefin product portfolio, supported by the Company’s proprietary catalyst and manufacturing process technologies, to work at the customer’s design table throughout the value chain to deliver more reliable and durable, higher performing, and more sustainable plastics to customers in food and specialty packaging; industrial and consumer packaging; health and hygiene; caps, closures and pipe applications; consumer durables; mobility and transportation; and infrastructure.

In 2018, the Company started up its new LDPE production facility and its new NORDEL™ Metallocene EPDM production facility, both located in Plaquemine, Louisiana.

These key milestones enable the Company to capture benefits from increasing supplies of U.S. shale gas to deliver differentiated downstream solutions in its core market verticals.

The Company also completed debottlenecking of an existing bi-modal gas phase polyethylene production facility in St. Charles, Louisiana, and started up a new High Melt Index ("HMI") AFFINITY™ polymer production facility in Freeport, Texas, in the fourth quarter of 2018.

In 2020, the Company's integrated world-scale ethylene production facility in Freeport, Texas, was expanded to a capacity of 2,000 kilotonnes per annum ("KTA"), making it the largest ethylene cracker in the world.

Recognized for efficiency in construction time and cost as a newly designed cracker, this facility is also known for its low operating cost, excellent safety, reliability and asset utilization performance.

The expansion is expected to come online in the first half of 2021.

- In 2020, Dow and waste-optimization specialist Avangard Innovative LP ("AI") announced that AI will supply post-consumer resin ("PCR") plastic film pellets to Dow, a significant addition to Dow’s plastic circularity portfolio.

Dow will initially use the PCR pellets from AI to create linear low-density polyethylene and low-density polyethylene products.

- In 2020, Dow announced development and commercialization of a new formulated post-consumer plastic resin designed for collation shrink film applications in Asia Pacific and the U.S. & Canada.

The new resin is designed with up to 40 percent PCR content and creates a film with performance comparable to those made with virgin resins, which expands Dow’s circular technology portfolio to help more customers and brands achieve their sustainability goals.

- In 2019, an agreement with the Fuenix Ecogy Group, based in Weert, The Netherlands, for the supply of pyrolysis oil feedstock, which is made from recycled plastic waste.

The feedstock will be used to produce virgin polymers at Dow’s production facilities in Terneuzen, The Netherlands.

In addition to increasing the Company's feedstock flexibility, this is an important step forward to increase feedstock recycling - the process of breaking down mixed waste plastics into their original form to manufacture new virgin polymers.

The polymers produced from this pyrolysis oil will be identical to products produced from traditional feedstocks, and as such, they can be used in the same applications, including food packaging.

- In 2019, an agreement with UPM Biofuels, a producer of biofuels, for the supply and integration of wood-based UPM Bio Verno renewable naphtha - a key raw material used to develop plastics - into Dow's slate of raw materials, creating an alternative source for plastics production.

Effectively increasing the Company's feedstock flexibility, the feedstock will be used to produce bio-based polyethylene at Dow's production facilities in Terneuzen, The Netherlands, for use in packaging applications such as food packaging, to reduce food waste.

Performance Silicones offers a portfolio of innovative, versatile silicone-based technology to provide ingredients and solutions to customers for addressing megatrends, including globalization, urbanization, sustainability and digitalization.

The business serves customers in several global markets with strong growth opportunities, including: building and infrastructure; consumer and electronics; industrial and chemical processing; and mobility and transportation.

Dow’s wide array of silicone-based products and solutions enables customers to: increase the appeal of their products; extend shelf life; improve performance of products under a wider range of conditions; and provide a more sustainable offering.

The Home & Personal Care business collaborates closely with global and regional brand owners to deliver innovative solutions, leveraging acrylics, cellulosics and silicone technology platforms for creating new and unrivaled consumer benefits and experiences in cleaning, laundry and skin and hair care applications, among others.

Silicone Feedstocks & Intermediates provides standalone silicone materials that are used as intermediates in a wide range of applications including adhesion promoters, coupling agents, crosslinking agents, dispersing agents and surface modifiers.

Investments include both debottleneck and efficiency projects across its global footprint, including expansion of silicone polymers, as well as investments in high-performance sealants.

| Total | | | 3,500 | | | 18,900 | | |

In addition to access for occupational health needs, the Company also maintains a comprehensive wellness program, recognizing the value of good physical as well as mental health to employees, families and communities.

In 2020, the Company also initiated an offering of psychological safety training sessions to employees.

In 2020, Dow ranked #22 in the DiversityInc Top 50 Companies for Diversity.

- A Joint Inclusion Council proactively engages with Dow’s Employee Resource Groups ("ERGs") to ensure employee engagement at all levels.

On [removed: June 2, 2020,] [added: August 27, 2019,] the [removed: EPA] [added: U.S. Environmental Protection Agency ("EPA"), U.S. Department of Justice, Texas Environmental Quality Board,] and [added: Texas Office of] the [removed: DOJ] [added: Attorney General (collectively, the “Government Agencies”)] added Performance Materials NA, Inc., a wholly owned subsidiary of the Company, as an additional signatory to [removed: the] [added: an] existing draft consent decree [removed: based on the operation of steam-assisted flares] [added: relating to alleged environmental violations] at the Sabine olefins manufacturing facility in Orange, Texas (the "Orange, TX Facility").

[removed: On January 19, 2021,] [added: The Government Agencies filed] a proposed final consent decree [removed: was filed] in the U.S. District Court for the Eastern District of [removed: Louisiana to address these matters.][added: Texas on October 13, 2021.]

On January 27, 2022, the Government Agencies filed a motion asking the court to approve, sign and enter a modified consent decree that reflects the recent merger of Performance Materials NA, Inc. with and into the Company.

On January 28, 2022, the modified consent decree was approved by the court and became effective.

On May 17, 2021, the Company received a civil complaint from the State of Texas ("State") on behalf of the Texas Commission on Environmental Quality.

The complaint, filed in the 250th District Court of Travis County, Texas, alleges environmental violations at the Company's Freeport, Texas, site involving 12 discrete air emissions events.

The State is seeking monetary relief of no more than $1 million and injunctive relief to prevent recurrence.

On August 31, 2021, the State informed the Company that it would be including additional air emissions events in the complaint, which may impact the monetary relief sought by the State.

On July 5, 2018, the Company received a draft consent decree from the U.S. Environmental Protection Agency ("EPA"), the U.S. Department of Justice ("DOJ") and the Louisiana Department of Environmental Quality, relating to the operation of steam-assisted flares at the Company’s olefins manufacturing facilities in Freeport, Texas; Plaquemine, Louisiana; and St. Charles, Louisiana.

Performance Materials NA, Inc. acquired the Orange, TX Facility in February 2019 and became a subsidiary of the Company in April 2019.

Notice of the consent decree was published in the Federal Register on January 28, 2021 and public comments are required to be submitted within 30 days of that publication.

The consent decree would require the Company to pay a $3 million civil penalty and $424,786 to specified local projects in Louisiana.

The consent decree would further require the Company to install and operate additional air pollution control and monitoring technology on these steam-assisted flares at an estimated cost of approximately $294 million, to be completed over the next several years.

On August 27, 2019, the EPA, DOJ, Texas Environmental Quality Board, and Texas Office of the Attorney General (the “Government Agencies”) added Performance Materials NA, Inc., a wholly owned subsidiary of the Company, as an additional signatory to an existing draft consent decree relating to alleged environmental violations at the Orange, TX Facility.

Discussions are ongoing between the Government Agencies, the Company, and the Orange, TX Facility’s prior owner, who is the other named signatory.

On November 8, 2019, a proposed consent decree was filed in the U.S. District Court for the Eastern District of Michigan, Civil Action No. 1:19-cv-13292 between the Company and federal, state and tribal trustees to resolve allegations of natural resource damages arising from the historic operations of the Company’s Midland, Michigan, manufacturing facility.

On November 14, 2019, a Notice of Lodging and Notice of Availability and Request for Comments on Draft Restoration Plan/Environmental Assessment was published in the Federal Register.

The DOJ filed a Joint Motion for Entry of the Consent Decree on May 8, 2020, which was granted and entered as a final order on July 20, 2020.

The consent decree required the Company to pay a $15 million cash settlement to be used for trustee-selected remediation projects and $6.75 million to specified local projects managed by third parties.

These funds were paid in December 2020.

The consent decree further requires the Company to complete 13 additional environmental restoration projects which are valued by the trustees at approximately $77 million, to be conducted over the next several years.

On December 18, 2020, Dow and several other parties received a complaint and proposed consent decree from the EPA relating to environmental contamination at the Gulfco Marine Maintenance Superfund Site in Freeport, Texas.

The proposed consent decree includes a requirement for three defendants to make a collective payment of $1.2 million for EPA’s past response costs as well as an obligation to conduct certain response actions at the site.

The proposed consent decree was submitted for notice and a 30-day public comment period on December 29, 2020.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the common stock of Dow Inc. held by non-affiliates of Dow Inc. was approximately [removed: $29.6] [added: $47.1] billion based on the last reported closing price of [removed: $40.76] [added: $63.28] per share as reported on the New York Stock Exchange.

Dow Inc. had [removed: 743,914,560] [added: 735,747,193] shares of common stock, $0.01 par value, outstanding at January 31, [removed: 2021.][added: 2022.]

The Dow Chemical Company had 100 shares of common stock, $0.01 par value, outstanding at January 31, [removed: 2021,] [added: 2022,] all of which were held by the registrant’s parent, Dow Inc.

Dow Inc.: Portions of Dow Inc.'s Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of Dow Inc.'s fiscal year ended December 31, [removed: 2020.][added: 2021.]

For the fiscal year ended December 31, [removed: 2020][added: 2021]

| [Item [removed: 1.](#i28d36ac4d2984b26a4e9bfc506d67dde_25)] [added: 1.](#i516b35255acf4dcc834d726d711577b3_22)] | | | [removed: [Business.](#i28d36ac4d2984b26a4e9bfc506d67dde_22)] [added: [Business.](#i516b35255acf4dcc834d726d711577b3_19)] | | | [removed: [6](#i28d36ac4d2984b26a4e9bfc506d67dde_25)] [added: [6](#i516b35255acf4dcc834d726d711577b3_22)] | | |

| [Item [removed: 1A.](#i28d36ac4d2984b26a4e9bfc506d67dde_67)] [added: 1A.](#i516b35255acf4dcc834d726d711577b3_67)] | | | [Risk [removed: Factors.](#i28d36ac4d2984b26a4e9bfc506d67dde_67)] [added: Factors.](#i516b35255acf4dcc834d726d711577b3_67)] | | | [removed: [19](#i28d36ac4d2984b26a4e9bfc506d67dde_67)] [added: [21](#i516b35255acf4dcc834d726d711577b3_67)] | | |

| [Item [removed: 1B.](#i28d36ac4d2984b26a4e9bfc506d67dde_70)] [added: 1B.](#i516b35255acf4dcc834d726d711577b3_70)] | | | [Unresolved Staff [removed: Comments.](#i28d36ac4d2984b26a4e9bfc506d67dde_70)] [added: Comments.](#i516b35255acf4dcc834d726d711577b3_70)] | | | [removed: [23](#i28d36ac4d2984b26a4e9bfc506d67dde_70)] [added: [25](#i516b35255acf4dcc834d726d711577b3_70)] | | |

| [Item [removed: 2.](#i28d36ac4d2984b26a4e9bfc506d67dde_73)] [added: 2.](#i516b35255acf4dcc834d726d711577b3_73)] | | | [removed: [Properties.](#i28d36ac4d2984b26a4e9bfc506d67dde_73)] [added: [Properties.](#i516b35255acf4dcc834d726d711577b3_73)] | | | [removed: [23](#i28d36ac4d2984b26a4e9bfc506d67dde_73)] [added: [26](#i516b35255acf4dcc834d726d711577b3_73)] | | |

| [Item [removed: 3.](#i28d36ac4d2984b26a4e9bfc506d67dde_76)] [added: 3.](#i516b35255acf4dcc834d726d711577b3_76)] | | | [Legal [removed: Proceedings.](#i28d36ac4d2984b26a4e9bfc506d67dde_76)] [added: Proceedings.](#i516b35255acf4dcc834d726d711577b3_76)] | | | [removed: [24](#i28d36ac4d2984b26a4e9bfc506d67dde_76)] [added: [27](#i516b35255acf4dcc834d726d711577b3_76)] | | |

| [Item [removed: 4.](#i28d36ac4d2984b26a4e9bfc506d67dde_79)] [added: 4.](#i516b35255acf4dcc834d726d711577b3_79)] | | | [Mine Safety [removed: Disclosures.](#i28d36ac4d2984b26a4e9bfc506d67dde_79)] [added: Disclosures.](#i516b35255acf4dcc834d726d711577b3_79)] | | | [removed: [25](#i28d36ac4d2984b26a4e9bfc506d67dde_79)] [added: [27](#i516b35255acf4dcc834d726d711577b3_79)] | | |

| [Item [removed: 5.](#i28d36ac4d2984b26a4e9bfc506d67dde_85)] [added: 5.](#i516b35255acf4dcc834d726d711577b3_85)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#i28d36ac4d2984b26a4e9bfc506d67dde_85)] [added: Securities.](#i516b35255acf4dcc834d726d711577b3_85)] | | | [removed: [26](#i28d36ac4d2984b26a4e9bfc506d67dde_85)] [added: [28](#i516b35255acf4dcc834d726d711577b3_85)] | | |

| [Item [removed: 7.](#i28d36ac4d2984b26a4e9bfc506d67dde_91)] [added: 7.](#i516b35255acf4dcc834d726d711577b3_91)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#i28d36ac4d2984b26a4e9bfc506d67dde_91)] [added: Operations.](#i516b35255acf4dcc834d726d711577b3_91)] | | | [removed: [28](#i28d36ac4d2984b26a4e9bfc506d67dde_91)] [added: [29](#i516b35255acf4dcc834d726d711577b3_91)] | | |

| [Item [removed: 7A.](#i28d36ac4d2984b26a4e9bfc506d67dde_142)] [added: 7A.](#i516b35255acf4dcc834d726d711577b3_142)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk.](#i28d36ac4d2984b26a4e9bfc506d67dde_142)] [added: Risk.](#i516b35255acf4dcc834d726d711577b3_142)] | | | [removed: [69](#i28d36ac4d2984b26a4e9bfc506d67dde_142)] [added: [68](#i516b35255acf4dcc834d726d711577b3_142)] | | |

| [Item [removed: 8.](#i28d36ac4d2984b26a4e9bfc506d67dde_148)] [added: 8.](#i516b35255acf4dcc834d726d711577b3_148)] | | | [Financial Statements and Supplementary [removed: Data.](#i28d36ac4d2984b26a4e9bfc506d67dde_148)] [added: Data.](#i516b35255acf4dcc834d726d711577b3_148)] | | | [removed: [70](#i28d36ac4d2984b26a4e9bfc506d67dde_148)] [added: [69](#i516b35255acf4dcc834d726d711577b3_148)] | | |

| | | | [Consolidated Statements of [removed: Income.](#i28d36ac4d2984b26a4e9bfc506d67dde_157)] [added: Income.](#i516b35255acf4dcc834d726d711577b3_157)] | | | [removed: [74](#i28d36ac4d2984b26a4e9bfc506d67dde_157)] [added: [73](#i516b35255acf4dcc834d726d711577b3_157)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income.](#i28d36ac4d2984b26a4e9bfc506d67dde_160)] [added: Income.](#i516b35255acf4dcc834d726d711577b3_160)] | | | [removed: [75](#i28d36ac4d2984b26a4e9bfc506d67dde_160)] [added: [74](#i516b35255acf4dcc834d726d711577b3_160)] | | |

| | | | [Consolidated Balance [removed: Sheets.](#i28d36ac4d2984b26a4e9bfc506d67dde_163)] [added: Sheets.](#i516b35255acf4dcc834d726d711577b3_163)] | | | [removed: [76](#i28d36ac4d2984b26a4e9bfc506d67dde_163)] [added: [75](#i516b35255acf4dcc834d726d711577b3_163)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows.](#i28d36ac4d2984b26a4e9bfc506d67dde_169)] [added: Flows.](#i516b35255acf4dcc834d726d711577b3_166)] | | | [removed: [77](#i28d36ac4d2984b26a4e9bfc506d67dde_169)] [added: [76](#i516b35255acf4dcc834d726d711577b3_166)] | | |

| | | | [Consolidated Statements of [removed: Equity.](#i28d36ac4d2984b26a4e9bfc506d67dde_175)] [added: Equity.](#i516b35255acf4dcc834d726d711577b3_172)] | | | [removed: [78](#i28d36ac4d2984b26a4e9bfc506d67dde_175)] [added: [77](#i516b35255acf4dcc834d726d711577b3_172)] | | |

| | | | [Consolidated Statements of [removed: Income.](#i28d36ac4d2984b26a4e9bfc506d67dde_178)] [added: Comprehensive Income.](#i516b35255acf4dcc834d726d711577b3_178)] | | | [removed: [79](#i28d36ac4d2984b26a4e9bfc506d67dde_178)] [added: [79](#i516b35255acf4dcc834d726d711577b3_178)] | | |

| | | | [Consolidated Balance [removed: Sheets.](#i28d36ac4d2984b26a4e9bfc506d67dde_184)] [added: Sheets.](#i516b35255acf4dcc834d726d711577b3_181)] | | | [removed: [81](#i28d36ac4d2984b26a4e9bfc506d67dde_184)] [added: [80](#i516b35255acf4dcc834d726d711577b3_181)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows.](#i28d36ac4d2984b26a4e9bfc506d67dde_190)] [added: Flows.](#i516b35255acf4dcc834d726d711577b3_184)] | | | [removed: [82](#i28d36ac4d2984b26a4e9bfc506d67dde_190)] [added: [81](#i516b35255acf4dcc834d726d711577b3_184)] | | |

| | | | [Consolidated Statements of [removed: Equity.](#i28d36ac4d2984b26a4e9bfc506d67dde_193)] [added: Equity.](#i516b35255acf4dcc834d726d711577b3_187)] | | | [removed: [83](#i28d36ac4d2984b26a4e9bfc506d67dde_193)] [added: [82](#i516b35255acf4dcc834d726d711577b3_187)] | | |

| [Item [removed: 9.](#i28d36ac4d2984b26a4e9bfc506d67dde_325)] [added: 9.](#i516b35255acf4dcc834d726d711577b3_301)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure.](#i28d36ac4d2984b26a4e9bfc506d67dde_325)] [added: Disclosure.](#i516b35255acf4dcc834d726d711577b3_301)] | | | [removed: [164](#i28d36ac4d2984b26a4e9bfc506d67dde_325)] [added: [157](#i516b35255acf4dcc834d726d711577b3_301)] | | |

| [Item [removed: 9A.](#i28d36ac4d2984b26a4e9bfc506d67dde_328)] [added: 9A.](#i516b35255acf4dcc834d726d711577b3_304)] | | | [Controls and [removed: Procedures.](#i28d36ac4d2984b26a4e9bfc506d67dde_328)] [added: Procedures.](#i516b35255acf4dcc834d726d711577b3_304)] | | | [removed: [164](#i28d36ac4d2984b26a4e9bfc506d67dde_328)] [added: [157](#i516b35255acf4dcc834d726d711577b3_304)] | | |

| [Item [removed: 9B.](#i28d36ac4d2984b26a4e9bfc506d67dde_331)] [added: 9B.](#i516b35255acf4dcc834d726d711577b3_307)] | | | [Other [removed: Information.](#i28d36ac4d2984b26a4e9bfc506d67dde_331)] [added: Information.](#i516b35255acf4dcc834d726d711577b3_307)] | | | [removed: [167](#i28d36ac4d2984b26a4e9bfc506d67dde_331)] [added: [160](#i516b35255acf4dcc834d726d711577b3_307)] | | |

| [Item [removed: 10.](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: 10.](#i516b35255acf4dcc834d726d711577b3_310)] | | | [Directors, Executive Officers and Corporate [removed: Governance.](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: Governance.](#i516b35255acf4dcc834d726d711577b3_310)] | | | [removed: [168](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: [161](#i516b35255acf4dcc834d726d711577b3_310)] | | |

| [Item [removed: 11.](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: 11.](#i516b35255acf4dcc834d726d711577b3_310)] | | | [Executive [removed: Compensation.](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: Compensation.](#i516b35255acf4dcc834d726d711577b3_310)] | | | [removed: [168](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: [161](#i516b35255acf4dcc834d726d711577b3_310)] | | |

| [Item [removed: 12.](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: 12.](#i516b35255acf4dcc834d726d711577b3_310)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters.](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: Matters.](#i516b35255acf4dcc834d726d711577b3_310)] | | | [removed: [168](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: [161](#i516b35255acf4dcc834d726d711577b3_310)] | | |

| [Item [removed: 13.](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: 13.](#i516b35255acf4dcc834d726d711577b3_310)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence.](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: Independence.](#i516b35255acf4dcc834d726d711577b3_310)] | | | [removed: [168](#i28d36ac4d2984b26a4e9bfc506d67dde_334)] [added: [161](#i516b35255acf4dcc834d726d711577b3_310)] | | |

| [Item [removed: 14.](#i28d36ac4d2984b26a4e9bfc506d67dde_3167)] [added: 14.](#i516b35255acf4dcc834d726d711577b3_313)] | | | [Principal Accounting Fees and [removed: Services.](#i28d36ac4d2984b26a4e9bfc506d67dde_3167)] [added: Services.](#i516b35255acf4dcc834d726d711577b3_313)] | | | [removed: [169](#i28d36ac4d2984b26a4e9bfc506d67dde_3167)] [added: [162](#i516b35255acf4dcc834d726d711577b3_313)] | | |

| [Item [removed: 15.](#i28d36ac4d2984b26a4e9bfc506d67dde_340)] [added: 15.](#i516b35255acf4dcc834d726d711577b3_319)] | | | [Exhibits, Financial Statement [removed: Schedules.](#i28d36ac4d2984b26a4e9bfc506d67dde_340)] [added: Schedules.](#i516b35255acf4dcc834d726d711577b3_319)] | | | [removed: [170](#i28d36ac4d2984b26a4e9bfc506d67dde_340)] [added: [163](#i516b35255acf4dcc834d726d711577b3_319)] | | |

| [Item [removed: 16.](#i28d36ac4d2984b26a4e9bfc506d67dde_343)] [added: 16.](#i516b35255acf4dcc834d726d711577b3_322)] | | | [Form 10-K [removed: Summary.](#i28d36ac4d2984b26a4e9bfc506d67dde_343)] [added: Summary.](#i516b35255acf4dcc834d726d711577b3_322)] | | | [removed: [173](#i28d36ac4d2984b26a4e9bfc506d67dde_343)] [added: [166](#i516b35255acf4dcc834d726d711577b3_322)] | | |

These factors include, but are not limited to: sales of Dow’s products; Dow’s expenses, future revenues and profitability; the continuing global and regional economic impacts of the coronavirus disease 2019 (“COVID-19”) pandemic and other public health-related risks and events on Dow’s business; capital requirements and need for and availability of financing; [added: unexpected barriers in the development of technology, including with respect to Dow's contemplated capital and operating projects; Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe;] size of the markets for Dow’s products and services and ability to compete in such markets; failure to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow’s products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow’s intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process [removed: safety and product stewardship; changes in relationships with Dow’s significant customers and suppliers; changes in consumer preferences and demand; changes in laws and regulations, political conditions or industry]

[added: safety and product stewardship; changes in relationships with Dow’s significant customers and suppliers; changes in consumer preferences and demand; changes in laws and regulations, political conditions or industry] development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war; weather events and natural disasters; and disruptions in Dow’s information technology networks and systems.

Risks related to Dow's separation from DowDuPont include, but are not limited to: (i) Dow's [removed: inability] [added: failure] to achieve [removed: some or all of] [added: in full] the [added: anticipated] benefits [removed: that it expects to receive] from the separation from DowDuPont; (ii) certain tax risks associated with the separation; (iii) the failure of Dow's pro forma financial information to be a reliable indicator of Dow's future results; (iv) [removed: Dow's inability to receive third-party consents required under the separation agreement; (v) non-compete restrictions under the separation agreement; (vi)] receipt of less favorable terms in the commercial agreements Dow entered into with DuPont [added: de Nemours, Inc. ("DuPont")] and Corteva, Inc. (“Corteva”), including restrictions under intellectual property cross-license agreements, than Dow would have received from an unaffiliated third party; and [removed: (vii)] [added: (v)] Dow's obligation to indemnify DuPont and/or Corteva for certain liabilities.

| [PART I](#i516b35255acf4dcc834d726d711577b3_19) | | | | | | | | |

| [PART II](#i516b35255acf4dcc834d726d711577b3_82) | | | | | | | | |

| | | | [Consolidated Statements of Income.](#i516b35255acf4dcc834d726d711577b3_175) | | | [78](#i516b35255acf4dcc834d726d711577b3_175) | | |

| | | | Dow Inc. and Subsidiaries and The Dow Chemical Company and Subsidiaries: | | | | | |

| | | | [Notes to the Consolidated Financial Statements.](#i516b35255acf4dcc834d726d711577b3_190) | | | [83](#i516b35255acf4dcc834d726d711577b3_190) | | |

| [PART III](#i516b35255acf4dcc834d726d711577b3_310) | | | | | | | | |

| [PART IV](#i516b35255acf4dcc834d726d711577b3_316) | | | | | | | | |

| [SIGNATURES](#i516b35255acf4dcc834d726d711577b3_328) | | | | | | [168](#i516b35255acf4dcc834d726d711577b3_328) | | |

| | | | | | | | | |

| | | | | | | | | |

| [PART I](#i28d36ac4d2984b26a4e9bfc506d67dde_22) | | | | | | | | |

| [PART II](#i28d36ac4d2984b26a4e9bfc506d67dde_82) | | | | | | | | |

| [Item 6.](#i28d36ac4d2984b26a4e9bfc506d67dde_88) | | | [Selected Financial Data.](#i28d36ac4d2984b26a4e9bfc506d67dde_88) | | | [27](#i28d36ac4d2984b26a4e9bfc506d67dde_88) | | |

| | | | [Consolidated Statements of Comprehensive Income.](#i28d36ac4d2984b26a4e9bfc506d67dde_181) | | | [80](#i28d36ac4d2984b26a4e9bfc506d67dde_181) | | |

| [PART III](#i28d36ac4d2984b26a4e9bfc506d67dde_334) | | | | | | | | |

| [PART IV](#i28d36ac4d2984b26a4e9bfc506d67dde_337) | | | | | | | | |

| [SIGNATURES](#i28d36ac4d2984b26a4e9bfc506d67dde_349) | | | | | | [175](#i28d36ac4d2984b26a4e9bfc506d67dde_349) | | |

Collectively, the Company operates [removed: 106] [added: 104] manufacturing sites in 31 countries.

| Candeias, Brazil | | | [added: X] | | | X | | | | | |

| Boehlen | | | X | | | X | | | [removed: X] | | |

| Map Ta Phut, Thailand | | | [removed: X] | | | X | | | X | | |

| Asia Pacific | | | [removed: 19] [added: 18] manufacturing sites in 10 countries | | |

| U.S. & Canada | | | [removed: 35] [added: 34] manufacturing sites in 2 countries | | |

| Texas City, Texas | | | | | | X | | | X | | |

At January 31, [removed: 2021,] [added: 2022 ,] there were [removed: 78,276] [added: 71,615] stockholders of record.

The Company grants stock-based compensation to employees and non-employee directors [added: under stock incentive plans,] in the form of stock [removed: incentive plans, which include stock] options, [removed: restricted] stock [added: appreciation rights, performance stock] units and restricted [removed: stock.][added: stock units.]

The following table provides information regarding purchases of Dow Inc. common stock by the Company during the three months ended December 31, [removed: 2020:][added: 2021.]

| December [removed: 2020] [added: 2021] | | | — | | | $ | — | | — | | | $ | [removed: 2,375] [added: 1,375] | |

Additional dividend information can be found in Note 18 to the Consolidated Financial Statements and Liquidity and Capital Resources in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company makes such purchases only during open windows subject to its insider trading policy.

| October 2021 | | | 1,233,370 | | | $ | 58.37 | | 1,233,370 | | | $ | 1,703 | |

| November 2021 | | | 5,615,034 | | | $ | 58.42 | | 5,615,034 | | | $ | 1,375 | |

| Fourth quarter 2021 | | | 6,848,404 | | | $ | 58.41 | | 6,848,404 | | | $ | 1,375 | |

Quarterly market price of common stock and dividend information can be found in Note 27 to the Consolidated Financial Statements.

The Company also provides stock-based compensation in the form of performance stock units.

| October 2020 | | | — | | | $ | — | | — | | | $ | 2,375 | |

| November 2020 | | | — | | | $ | — | | — | | | $ | 2,375 | |

| Fourth quarter 2020 | | | — | | | $ | — | | — | | | $ | 2,375 | |

We have audited the accompanying consolidated balance sheets of Dow Inc. and subsidiaries (the "Company") as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the schedule listed in the Index at Item [removed: 15(a)2] [added: 15(a)(2)] (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 5, 2021,] [added: 4, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: PCAOB] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We have audited the accompanying consolidated balance sheets of The Dow Chemical Company and subsidiaries (the "Company") as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the schedule listed in the Index at Item [removed: 15(a)2] [added: 15(a)(2)] (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 5, 2021,] [added: 4, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| (In millions, except per share amounts) For the years ended Dec 31, | | | [removed: *2020*] [added: *2021*] | | | [removed: *2019*] [added: *2020*] | | | [removed: *2018*] [added: *2019*] | | |

| Net sales | | | $ | [removed: 38,542] [added: 54,968] | | $ | [removed: 42,951] [added: 38,542] | | $ | [removed: 49,604] [added: 42,951] | |

| Cost of sales | | | [removed: 33,346] [added: 44,191] | | | [removed: 36,657] [added: 33,346] | | | [removed: 41,074] [added: 36,657] | | |

| Research and development expenses | | | [removed: 768] [added: 857] | | | [removed: 765] [added: 768] | | | [removed: 800] [added: 765] | | |

| Selling, general and administrative expenses | | | [removed: 1,471] [added: 1,645] | | | [removed: 1,590] [added: 1,471] | | | [removed: 1,782] [added: 1,590] | | |

| Amortization of intangibles | | | [removed: 401] [added: 388] | | | [removed: 419] [added: 401] | | | [removed: 469] [added: 419] | | |

| Restructuring, goodwill impairment and asset related charges - net | | | [removed: 708] [added: 6] | | | [removed: 3,219] [added: 708] | | | [removed: 221] [added: 3,219] | | |

| Integration and separation costs | | | [removed: 239] [added: —] | | | [removed: 1,063] [added: 239] | | | [removed: 1,179] [added: 1,063] | | |

| Equity in earnings (losses) of nonconsolidated affiliates | | | [removed: (18)] [added: 975] | | | [removed: (94)] [added: (18)] | | | [removed: 555] [added: (94)] | | |

| Sundry income (expense) - net | | | [removed: 1,269] [added: (35)] | | | [removed: 461] [added: 1,269] | | | [removed: 96] [added: 461] | | |

| Interest income | | | [removed: 38] [added: 55] | | | [removed: 81] [added: 38] | | | [removed: 82] [added: 81] | | |

| Interest expense and amortization of debt discount | | | [removed: 827] [added: 731] | | | [removed: 933] [added: 827] | | | [removed: 1,063] [added: 933] | | |

| Income (loss) from continuing operations before income taxes | | | [removed: 2,071] [added: 8,145] | | | [removed: (1,247)] [added: 2,071] | | | [removed: 3,749] [added: (1,247)] | | |

| Provision for income taxes on continuing operations | | | [removed: 777] [added: 1,740] | | | [removed: 470] [added: 777] | | | [removed: 809] [added: 470] | | |

| Income (loss) from continuing operations, net of tax | | | [removed: 1,294] [added: 6,405] | | | [removed: (1,717)] [added: 1,294] | | | [removed: 2,940] [added: (1,717)] | | |

| Income from discontinued operations, net of tax | | | — | | | [removed: 445] [added: —] | | | [removed: 1,835] [added: 445] | | |

| Net income (loss) | | | [removed: 1,294] [added: 6,405] | | | [removed: (1,272)] [added: 1,294] | | | [removed: 4,775] [added: (1,272)] | | |

| Net income attributable to noncontrolling interests | | | [removed: 69] [added: 94] | | | [removed: 87] [added: 69] | | | [removed: 134] [added: 87] | | |

| Net income (loss) available for Dow Inc. common stockholders | | | $ | [removed: 1,225] [added: 6,311] | | $ | [removed: (1,359)] [added: 1,225] | | $ | [removed: 4,641] [added: (1,359)] | |

| Earnings (loss) per common share from continuing operations - basic | | | $ | [removed: 1.64] [added: 8.44] | | $ | [removed: (2.42)] [added: 1.64] | | $ | [removed: 3.80] [added: (2.42)] | |

| Earnings per common share from discontinued operations - basic | | | — | | | [removed: 0.58] [added: —] | | | [removed: 2.41] [added: 0.58] | | |

| Earnings (loss) per common share - basic | | | $ | [removed: 1.64] [added: 8.44] | | $ | [removed: (1.84)] [added: 1.64] | | $ | [removed: 6.21] [added: (1.84)] | |

| Earnings (loss) per common share from continuing operations - diluted | | | $ | [removed: 1.64] [added: 8.38] | | $ | [removed: (2.42)] [added: 1.64] | | $ | [removed: 3.80] [added: (2.42)] | |

| Earnings per common share from discontinued operations - diluted | | | — | | | [removed: 0.58] [added: —] | | | [removed: 2.41] [added: 0.58] | | |

| Earnings (loss) per common share - diluted | | | $ | [removed: 1.64] [added: 8.38] | | $ | [removed: (1.84)] [added: 1.64] | | $ | [removed: 6.21] [added: (1.84)] | |

| Weighted-average common shares outstanding - basic | | | [removed: 740.5] [added: 743.6] | | | [removed: 742.5] [added: 740.5] | | | [removed: 747.2] [added: 742.5] | | |

| Weighted-average common shares outstanding - diluted | | | [removed: 742.3] [added: 749.0] | | | [removed: 742.5] [added: 742.3] | | | [removed: 747.2] [added: 742.5] | | |

| (In millions) For the years ended Dec 31, | | | [removed: *2020*] [added: *2021*] | | | [removed: *2019*] [added: *2020*] | | | [removed: *2018*] [added: *2019*] | | |

| Net income (loss) | | | $ | [removed: 1,294] [added: 6,405] | | $ | [removed: (1,272)] [added: 1,294] | | $ | [removed: 4,775] [added: (1,272)] | |

| Unrealized gains (losses) on investments | | | [removed: 40] [added: (45)] | | | [removed: 115] [added: 40] | | | [removed: (67)] [added: 115] | | |

| Cumulative translation adjustments | | | [removed: 205] [added: (425)] | | | [removed: (32)] [added: 205] | | | [removed: (225)] [added: (32)] | | |

Uncertain Tax Positions — Refer to Notes 1 and 8 to the financial statements

The Company has a complex legal structure involving numerous domestic and foreign locations with constantly changing tax laws, regulations, and legal interpretations.

The Company’s management is required to interpret and apply these tax laws and regulations in determining the amount of its income tax liability and provision.

When an uncertain tax position is identified by management, the Company must evaluate if it is more likely than not, based on the technical merits, that the uncertain tax position will be sustained upon examination.

The Company recognizes a benefit for tax positions using the highest cumulative tax benefit that is more likely than not to be realized.

The Company establishes a liability for unrecognized tax benefits that do not meet this threshold.

The

evaluation of each uncertain tax position requires management to apply specialized skill, knowledge, and significant judgment related to the identified position.

The Company’s liability for unrecognized tax benefits and related accrued interest and penalties as of December 31, 2021 was $580 million and $502 million, respectively.

Because of the complexity of tax laws, regulations and legal interpretations relevant to numerous taxing jurisdictions in which the Company operates, auditing uncertain tax positions and the determination of whether the more likely than not threshold was met requires a high degree of auditor judgment and increased extent of effort, including the involvement of our income tax specialists.

Our audit procedures related to uncertain tax positions included the following, among others:

- We tested the effectiveness of internal controls over income taxes, including those over identifying uncertain tax positions and measuring liabilities.

- We evaluated, with the assistance of our income tax specialists, the Company’s uncertain tax positions by performing the following:

–Obtaining Company and third-party opinions or memoranda regarding the uncertain tax positions.

–Identifying key judgements underlying the Company’s position and evaluating whether the conclusions are consistent with our interpretation of the relevant laws and regulations.

–Evaluating the Company’s method of measuring its liability for unrecognized tax benefits, including underlying data and assumptions.

–Evaluating the basis for certain intercompany transactions, such as transfer pricing, by comparison to economic studies performed by management and third-party data.

–Evaluating matters raised by taxing authorities in former and ongoing tax audits.

–Assessing changes and interpretation of applicable tax law.

| February 4, 2022 | | |

Uncertain Tax Positions — Refer to Notes 1 and 8 to the financial statements

The Company has a complex legal structure involving numerous domestic and foreign locations with constantly changing tax laws, regulations, and legal interpretations.

The Company’s management is required to interpret and apply these tax laws and regulations in determining the amount of its income tax liability and provision.

When an uncertain tax position is identified by management, the Company must evaluate if it is more likely than not, based on the technical merits, that the uncertain tax position will be sustained upon examination.

The Company recognizes a benefit for tax positions using the highest cumulative tax benefit that is more likely than not to be realized.

The Company establishes a liability for unrecognized tax benefits that do not meet this threshold.

The evaluation of each uncertain tax position requires management to apply specialized skill, knowledge, and significant

judgment related to the identified position.

The Company’s liability for unrecognized tax benefits and related accrued interest and penalties as of December 31, 2021 was $580 million and $502 million, respectively.

Because of the complexity of tax laws, regulations and legal interpretations relevant to numerous taxing jurisdictions in which the Company operates, auditing uncertain tax positions and the determination of whether the more likely than not threshold was met requires a high degree of auditor judgment and increased extent of effort, including the involvement of our income tax specialists.

Our audit procedures related to uncertain tax positions included the following, among others:

- We tested the effectiveness of internal controls over income taxes, including those over identifying uncertain tax positions and measuring liabilities.

- We evaluated, with the assistance of our income tax specialists, the Company’s uncertain tax positions by performing the following:

–Obtaining Company and third-party opinions or memoranda regarding the uncertain tax positions.

–Identifying key judgements underlying the Company’s position and evaluating whether the conclusions are consistent with our interpretation of the relevant laws and regulations.

–Evaluating the Company’s method of measuring its liability for unrecognized tax benefits, including underlying data and assumptions.

–Evaluating the basis for certain intercompany transactions, such as transfer pricing, by comparison to economic studies performed by management and third-party data.

–Evaluating matters raised by taxing authorities in former and ongoing tax audits.

–Assessing changes and interpretation of applicable tax law.

| February 4, 2022 | | |

Changes in Accounting Principles

As discussed in Note 1 to the financial statements, in the first quarter of 2019, the Company changed its method of accounting for leases due to the adoption of Accounting Standards Codification (ASC) Topic 842, *Leases*.

Goodwill – Annual Impairment Assessment – Refer to Note 1 and Note 13 to the financial statements

The Company tests goodwill for impairment annually (in the fourth quarter), or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value.

The Company utilizes a discounted cash flow methodology to calculate the fair value of its reporting units, which requires management to make significant estimates and assumptions related to projected revenue growth rates, discount rates, and earnings before interest, taxes, depreciation and amortization (“EBITDA”).

Changes in these assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment charge.

As of December 31, 2020, the Company has six reporting units, all but one of which have goodwill.

Throughout 2020, the Coronavirus (COVID-19) has had substantial negative impact on the results of the Company’s operations and financial performance of its reporting units.

With unprecedented volatility in global financial and commodities markets, the Company’s reporting units experienced decreased demand in certain end-customer markets, changes in supply and demand fundamentals, and margin compression caused by lowering of global energy prices.

Given the uncertainty as to the ultimate severity and duration of the COVID-19 pandemic, the volatility in the value of Company’s shares, and uneven course of economic recovery, leading up to its annual goodwill impairment test in the fourth quarter the Company continuously monitored the impact of the pandemic on its reporting units to determine if it was more likely than not that the fair value was less than the carrying value for any of its reporting units.

Based on the results of qualitative assessments completed as part of the annual impairment test for all reporting units, the Company moved to performing a quantitative test for one reporting unit.

The discounted cash flows of this reporting unit supported a fair value in excess of the carrying value and as such no goodwill impairment charges were recorded.

Given the significant judgments made by management to estimate the fair value of the reporting unit, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to projected revenue growth rates, discount rates, EBITDA and EBITDA margin required a high degree of auditor judgment and an increased extent of effort, including the assistance of our fair value specialists.

Our audit procedures related to management’s estimates and assumptions related to projected revenue growth rates, discount rates, EBITDA and EBITDA margin for the reporting unit subject to the quantitative test included the following, among other procedures:

- With the assistance of our fair value specialists, we tested the effectiveness of internal controls over the goodwill impairment evaluation, including controls over the selection of the discount rates and over forecasts of future revenue growth rates, EBITDA, and EBITDA margin.

- We performed a retrospective review comparing actual revenue and EBITDA results of the reporting unit for 2020 to the forecasted results from 2019.

- We performed a retrospective review comparing management’s estimates and assumptions relating to revenue, EBITDA, and EBITDA margin projections for the reporting unit used for the purpose of current year’s annual impairment test to the projections previously used in connection with the prior year annual impairment test.

- We evaluated the consistency of estimates and assumptions relating to revenue and EBITDA growth inherent in the discounted cash flow model for the reporting unit to those used by management in other annual forecasting activities.

- With the assistance of our fair value specialists, we performed a benchmarking exercise comparing management’s estimates and assumptions related to revenue growth, EBITDA and EBITDA margin for the reporting unit as of the measurement date to the revenue growth, EBITDA and EBITDA margins of a peer group of public companies for the most recent three years and the projection period.

- With the assistance of our fair value specialists, we evaluated (1) the valuation methodology used and (2) the projections of long-term revenue growth and the discount rates by testing the underlying source information, and by developing a range of independent estimates and comparing those to the rates selected by management.

| February 5, 2021 | | |

Changes in Accounting Principles

As discussed in Note 1 to the financial statements, in the first quarter of 2019, the Company changed the method of accounting for leases due to the adoption of Accounting Standards Codification (ASC) Topic 842, *Leases*.

Goodwill – Annual Impairment Assessment – Refer to Note 1 and Note 13 to the financial statements

The Company tests goodwill for impairment annually (in the fourth quarter), or more frequently when events or changes in circumstances, indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value.

In performing quantitative assessments, the Company utilizes a discounted cash flow methodology to calculate the fair value of its reporting units, which requires management to make significant estimates and assumptions related to projected revenue growth rates, discount rates, and earnings before interest, taxes, depreciation and amortization (“EBITDA”), and EBITDA margin.

Changes in these assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment charge.

At December 31, 2020, the Company has six reporting units, all but one of which have goodwill.

Throughout 2020, the Coronavirus (COVID-19) has had substantial negative impact on the results of the Company’s operations and financial performance of its reporting units.

With unprecedented volatility in global financial and commodities markets, the Company’s reporting units experienced decreased demand in certain end-customer markets, changes in supply and demand fundamentals, and margin compression caused by lowering of global energy prices.

Given the uncertainty as to the ultimate severity and duration of the COVID-19 pandemic, the volatility in the value of Company’s shares, and uneven course of economic recovery, leading up to its annual goodwill impairment test in the fourth quarter the Company continuously monitored the impact of the pandemic on its reporting units to determine if it was more likely than not that the fair value was less than the carrying value for any of its reporting units.

Based on the results of qualitative assessments completed as part of the annual impairment test for all reporting units, the Company moved to performing a quantitative test for one reporting unit.

The discounted cash flows of this reporting unit supported a fair value in excess of the carrying value and as such no goodwill impairment charges were recorded.

Given the significant judgments made by management to estimate the fair value of the reporting unit, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to projected revenue growth rates, discount rates, EBITDA and EBITDA margin required a high degree of auditor judgment and an increased extent of effort, including the assistance of our fair value specialists.

Our audit procedures related to management’s estimates and assumptions related to projected revenue growth rates, discount rates, EBITDA and EBITDA margin for the reporting unit subject to the quantitative test included the following, among other procedures:

- With the assistance of our fair value specialists, we tested the effectiveness of internal controls over the goodwill impairment evaluation, including quarterly impairment monitoring controls and controls over the selection of the discount rates and over forecasts of future revenue growth rates, EBITDA, and EBITDA margin.

- We performed a retrospective review comparing actual revenue and EBITDA results of the reporting unit for 2020 to the forecasted results from 2019.

- We performed a retrospective review comparing management’s estimates and assumptions relating to revenue, EBITDA, and EBITDA margin projections for the reporting unit used for the purpose of current year’s annual impairment test to the projections previously used in connection with the prior year annual impairment test.

- We evaluated the consistency of estimates and assumptions relating to revenue and EBITDA growth inherent in the discounted cash flow model for the reporting unit to those used by management in other annual forecasting activities.

- With the assistance of our fair value specialists, we performed a benchmarking exercise comparing management’s estimates and assumptions related to revenue growth, EBITDA and EBITDA margin for the reporting unit as of the measurement date to the revenue growth, EBITDA and EBITDA margins of a peer group of public companies for the most recent three years and the projection period.

Management assessed the effectiveness of the Companies' internal control over financial reporting and concluded that, as of December 31, [removed: 2020,] [added: 2021,] such internal control is effective.

We have audited the internal control over financial reporting of Dow Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2020,] [added: 2021,] of the Company and the financial statement schedule listed in the Index at Item 15(a)2 and our report dated February [removed: 5, 2021,] [added: 4, 2022,] expressed an unqualified opinion on those financial statements and financial statement schedule.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: *Management's] [added: Management's] Report on Internal Control over Financial [removed: Reporting*.][added: Reporting.]

We have audited the internal control over financial reporting of The Dow Chemical Company and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2020,] [added: 2021,] of the Company and the financial statement schedule listed in the Index at Item 15(a)2 and our report dated February [removed: 5, 2021,] [added: 4, 2022,] expressed an unqualified opinion on those financial statements and financial statement schedule.

| February 4, 2022 | | |

| February 4, 2022 | | |

| February 5, 2021 | | |

| February 5, 2021 | | |

Information relating to Directors, certain executive officers and certain corporate governance matters (including identification of Audit Committee members and financial expert(s)) is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Dow Inc. and is incorporated herein by reference.

Information relating to executive compensation and the Company's equity compensation plans is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Dow Inc. and is incorporated herein by reference.

Information with respect to beneficial ownership of Dow Inc. common stock by each Director and all Directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Dow Inc. and is incorporated herein by reference.

Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of Dow Inc. common stock is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of the Stockholders of Dow Inc. and is incorporated herein by reference.

Information with respect to compensation plans under which equity securities are authorized for issuance is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Dow Inc. and is incorporated herein by reference.

Reportable relationships and related transactions, if any, as well as information relating to director independence are contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Dow Inc. and are incorporated herein by reference.

Information with respect to fees and services related to the Company's independent auditors, Deloitte & Touche LLP ("Deloitte"), and the disclosure of the Audit Committee's pre-approval policies and procedures are contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Dow Inc. and are incorporated herein by reference.

In accordance with its pre-approval policies and procedures, the Audit Committee pre-approved all professional services rendered by and associated fees paid to Deloitte, for the Companies, for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

| In thousands | | | [removed: *2020*] [added: *2021*] | | | [removed: *2019*] [added: *2020*] | | |

| Audit Fees 1 | | | $ | [removed: 21,237] [added: 20,529] | | $ | [removed: 25,142] [added: 21,237] | |

| Audit-Related Fees 2 | | | [removed: 2,807] [added: 1,309] | | | [removed: 4,438] [added: 2,807] | | |

| Tax Fees 3 | | | [removed: 2,053] [added: 628] | | | [removed: 2,780] [added: 2,053] | | |

| Total | | | $ | [removed: 26,097] [added: 22,466] | | $ | [removed: 32,360] [added: 26,097] | |

1.The aggregate fees billed [added: primarily] for the integrated audit of the Company's annual financial statements and internal control over financial reporting, the reviews of the financial statements in quarterly reports on Form 10-Q, comfort letters, consents, statutory audits, and other regulatory filings.

2.The aggregate fees billed primarily for audits of [removed: carve-out financial statements,] assessment of controls relating to [removed: outsourced services, audits and reviews supporting divestiture activities,] [added: the services audit report, services for sustainability reporting,] and agreed-upon procedures engagements.

3.The aggregate fees billed primarily for corporate tax consulting [removed: services, the preparation of expatriate employees' tax returns] and tax compliance services.

For 2020 and 2019, the fees include $135,000 and $850,000 respectively, which were associated with supporting the DuPont de Nemours, Inc. filings with the U.S. Securities and Exchange Commission ("SEC") for the period prior to the separation from DowDuPont Inc.

(1) The Company’s [removed: 2020] [added: 2021] Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm [added: (PCAOB ID: 34)] are included in Part II, Item 8.

2.2 [added: [Amended and Restated](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm)] [Shareholders' [removed: Agreement, dated] [added: Agreement,](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm) [effec](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm)[tive] as of [removed: October 8, 2011, between Dow] [added: March 25, 2021,](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm) [between](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm) [Excel](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm)[lent Performa](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm)[nce Chemicals Company and](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm) [Dow] Saudi Arabia Holding [removed: B.V.] [added: B.V.](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm) [(portions of this exhibit have been om](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm)[itted because it is both (i) not material] and [removed: Performance Chemicals Holding Company] [added: (ii) the type of information that The Dow Chemical C](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm)[ompany treats as private or confidential)] (incorporated by reference to Exhibit 99.1 to [added: Dow Inc. and] The Dow Chemical Company's [removed: Current] [added: Curren](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm)[t] Report on Form [removed: 8-K/A] [added: 8-K] filed with the SEC on [removed: June 27, 2012).](http://www.sec.gov/Archives/edgar/data/29915/000094787112000511/ss147789_ex9901.htm)][added: April 23, 2021](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm)[).](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm)[](http://www.sec.gov/Archives/edgar/data/29915/000094787121000458/ss236166_ex9901.htm)]

10.2 [Employee Matters Agreement, effective as of April 1, 2019, by and among Dow Inc., DuPont de Nemours, Inc. (formerly known [removed: as](http://www.sec.gov/Archives/edgar/data/1751788/000119312519095067/d716962dex102.htm) [DowDuPont](http://www.sec.gov/Archives/edgar/data/1751788/000119312519095067/d716962dex102.htm) [Inc.),] [added: as DowDuPont Inc.),] and Corteva, Inc. (incorporated by reference to Exhibit 10.2 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on April 2, 2019).](http://www.sec.gov/Archives/edgar/data/1751788/000119312519095067/d716962dex102.htm)

21* [Subsidiaries of Dow [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1751788/000175178821000010/dowinc202010kex21.htm)][added: Inc.](https://www.sec.gov/Archives/edgar/data/1751788/000175178822000011/dowinc202110kex21.htm)]

23.1.1* [Consent of Independent Registered Public Accounting Firm for Dow [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1751788/000175178821000010/dowinc202010kex2311.htm)][added: Inc.](https://www.sec.gov/Archives/edgar/data/1751788/000175178822000011/dowinc202110kex2311.htm)]

23.1.2* [Consent of Independent Registered Public Accounting Firm for The Dow Chemical [removed: Company.](https://www.sec.gov/Archives/edgar/data/1751788/000175178821000010/dowinc202010kex2312.htm)][added: Company.](https://www.sec.gov/Archives/edgar/data/1751788/000175178822000011/dowinc202110kex2312.htm)]

23.2* [Ankura Consulting Group, LLC's [removed: Consent.](https://www.sec.gov/Archives/edgar/data/1751788/000175178821000010/dowinc202010kex232.htm)][added: Consent.](https://www.sec.gov/Archives/edgar/data/1751788/000175178822000011/dowinc202110kex232.htm)]

31.1* [Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1751788/000175178821000010/dowinc202010kex311.htm)][added: 2002.](https://www.sec.gov/Archives/edgar/data/1751788/000175178822000011/dowinc202110kex311.htm)]

31.2* [Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1751788/000175178821000010/dowinc202010kex312.htm)][added: 2002.](https://www.sec.gov/Archives/edgar/data/1751788/000175178822000011/dowinc202110kex312.htm)]

32.1* [Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1751788/000175178821000010/dowinc202010kex321.htm)][added: 2002.](https://www.sec.gov/Archives/edgar/data/1751788/000175178822000011/dowinc202110kex321.htm)]

32.2* [Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1751788/000175178821000010/dowinc202010kex322.htm)][added: 2002.](https://www.sec.gov/Archives/edgar/data/1751788/000175178822000011/dowinc202110kex322.htm)]

[removed: 99.1 [Guarantee relating to] [added: 4.5 [Description of Securities registered under Section 12 of] the [removed: 9.80% Debentures] [added: Securities Exchange Act] of [removed: Rohm and Haas Company (incorporated] [added: 1934](http://www.sec.gov/Archives/edgar/data/29915/000175178822000008/dowinc20218-kexhibit45.htm) [](http://www.sec.gov/Archives/edgar/data/29915/000175178822000008/dowinc20218-kexhibit45.htm)[(incorporated] by reference to [removed: Exhibit 99.6 to] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/29915/000175178822000008/dowinc20218-kexhibit45.htm) [4.5](http://www.sec.gov/Archives/edgar/data/29915/000175178822000008/dowinc20218-kexhibit45.htm) [to Dow Inc. and] The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on [removed: April 1, 2009).](http://www.sec.gov/Archives/edgar/data/29915/000094787109000288/ss60531_ex9906.htm)][added: February 3, 2022)](http://www.sec.gov/Archives/edgar/data/29915/000175178822000008/dowinc20218-kexhibit45.htm)[.](http://www.sec.gov/Archives/edgar/data/29915/000175178822000008/dowinc20218-kexhibit45.htm)]

10.5.7 [An Amendment to the Dow Inc. 2019 Stock Incentive Plan effective as of April 15, 2021](http://www.sec.gov/Archives/edgar/data/1751788/000119312521119556/d33763dex1057.htm) [(incorporated by reference to Exhibit 10.5.7 to Dow Inc.'s Current Report on Form 8-K filed with](http://www.sec.gov/Archives/edgar/data/1751788/000119312521119556/d33763dex1057.htm) [the SEC on April 16, 2021).](http://www.sec.gov/Archives/edgar/data/1751788/000119312521119556/d33763dex1057.htm)

10.9.1 [The Dow Chemical Company Elective Deferral Plan (Post 2004), restated and effective as of January 1, 2022 (inc](http://www.sec.gov/Archives/edgar/data/0001751788/000175178822000008/dowinc20218-kexhibit1091.htm)[orporated by reference to Exhibit](http://www.sec.gov/Archives/edgar/data/0001751788/000175178822000008/dowinc20218-kexhibit1091.htm) [10.9.1](http://www.sec.gov/Archives/edgar/data/0001751788/000175178822000008/dowinc20218-kexhibit1091.htm) [to Dow Inc. and The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on February 3, 2022).](http://www.sec.gov/Archives/edgar/data/0001751788/000175178822000008/dowinc20218-kexhibit1091.htm)

10.11 [Dow Inc. 2021 Employee Stock Purchase Plan effective as of April 15, 2021 (incorporated by](http://www.sec.gov/Archives/edgar/data/1751788/000119312521119556/d33763dex1011.htm) [reference to Exhibit 10.11 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on](http://www.sec.gov/Archives/edgar/data/1751788/000119312521119556/d33763dex1011.htm) [April 16, 2021).](http://www.sec.gov/Archives/edgar/data/1751788/000119312521119556/d33763dex1011.htm)

2.2.1 [First Amendment, effective June 1, 2012, to the Shareholders' Agreement, dated as of October 8, 2011, between Performance Chemicals Holding Company, Dow Saudi Arabia Holding B.V., Saudi Arabian Oil Company, Dow Europe Holding B.V. and The Dow Chemical Company (incorporated by reference to Exhibit 99.1 to The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on February 14, 2013).](http://www.sec.gov/Archives/edgar/data/29915/000094787113000103/ss165032_ex9901.htm)

4.5* [Description of Securities registered under Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/1751788/000175178821000010/dowinc202010kex45.htm)

| (In millions) For the years ended Dec 31, | | | [removed: *2020*] [added: *2021*] | | | [removed: *2019*] [added: *2020*] | | | [removed: *2018*] [added: *2019*] | | |

| Balance at beginning of year | | | $ | [removed: 45] [added: 51] | | $ | [removed: 42] [added: 45] | | $ | [removed: 59] [added: 42] | |

| Additions charged to expenses 1 | | | [removed: 22] [added: 16] | | | [removed: 24] [added: 22] | | | [removed: 10] [added: 24] | | |

| Additions charged to [removed: other accounts 2] [added: expenses] | | | [removed: —] [added: 3] | | | [removed: —] [added: 2] | | | [removed: 4] [added: 19] | | |

| Deductions from reserves [removed: 3] [added: 2] | | | [removed: (16)] [added: (13)] | | | [removed: (21)] [added: (16)] | | | [removed: (31)] [added: (21)] | | |

| Balance at end of year | | | $ | [removed: 51] [added: 54] | | $ | [removed: 45] [added: 51] | | $ | [removed: 42] [added: 45] | |

| Balance at beginning of year | | | $ | [removed: 35] [added: 23] | | $ | [removed: 23] [added: 35] | | $ | [removed: 18] [added: 23] | |

| Additions charged to expenses [added: 1] | | | [removed: 2] [added: 19] | | | [removed: 19] [added: 7] | | | [removed: 7] [added: 1,758] | | |

| Deductions from reserves [removed: 4] [added: 3] | | | [removed: (14)] [added: (12)] | | | [removed: (7)] [added: (14)] | | | [removed: (2)] [added: (7)] | | |

| Balance at end of year | | | $ | [removed: 23] [added: 14] | | $ | [removed: 35] [added: 23] | | $ | [removed: 23] [added: 35] | |

| Balance at beginning of year | | | $ | [removed: 2,215] [added: 2,093] | | $ | [removed: 460] [added: 2,215] | | $ | [removed: 430] [added: 460] | |

| Additions charged to expenses [removed: 1] | | | [removed: 7] [added: 201] | | | [removed: 1,758] [added: 313] | | | [removed: 44] [added: 140] | | |

| Deductions from reserves [removed: 5] [added: 4] | | | [removed: (129)] [added: (79)] | | | [removed: (3)] [added: (129)] | | | [removed: (14)] [added: (3)] | | |

| Balance at end of year | | | $ | [removed: 2,093] [added: 2,033] | | $ | [removed: 2,215] [added: 2,093] | | $ | [removed: 460] [added: 2,215] | |

| Balance at beginning of year | | | $ | [removed: 1,262] [added: 1,302] | | $ | [removed: 1,225] [added: 1,262] | | $ | [removed: 1,255] [added: 1,225] | |

| Deductions from reserves | | | [removed: (273)] [added: (112)] | | | [removed: (103)] [added: (273)] | | | [removed: (182)] [added: (103)] | | |

| Balance at end of year | | | $ | [removed: 1,302] [added: 1,391] | | $ | [removed: 1,262] [added: 1,302] | | $ | [removed: 1,225] [added: 1,262] | |

[removed: 3.Deductions] [added: 2.Deductions] included write-offs, recoveries, currency translation adjustments and other miscellaneous items.

[removed: 4.Deductions] [added: 3.Deductions] included disposals and currency translation adjustments.

[removed: 5.In 2020, deductions] [added: 4.Deductions] from reserves for "Reserves for Other Investments and Noncurrent Receivables" included $77 million [added: in 2021 and 2020] related to the Company's investment in Sadara.