Dow (DOW) 10-K risk factor changes: FY2022 vs FY2021

*[Table of [removed: Contents](#i516b35255acf4dcc834d726d711577b3_13)*][added: Contents](#i5654ba485fa844c6887396d68bd6b83e_13)*]

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

| | | | [removed: (989)] [added: 989] 636-1000 | | | | | | | | |

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the common stock of Dow Inc. held by non-affiliates of Dow Inc. was approximately [removed: $47.1] [added: $37.0] billion based on the last reported closing price of [removed: $63.28] [added: $51.61] per share as reported on the New York Stock Exchange.

Dow Inc. had [removed: 735,747,193] [added: 704,879,920] shares of common stock, $0.01 par value, outstanding at [removed: January] [added: December] 31, 2022.

The Dow Chemical Company had 100 shares of common stock, $0.01 par value, outstanding at [removed: January] [added: December] 31, 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: 2022] [added: 2023] 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: 2021.][added: 2022.]

For the fiscal year ended December 31, [removed: 2021][added: 2022]

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[removed: | | | | [Consolidated Statements] [added: consolidated statements] of [removed: Income.](#i516b35255acf4dcc834d726d711577b3_157) | | | [73](#i516b35255acf4dcc834d726d711577b3_157) | | |][added: income.]

| | | | [Consolidated Statements of [removed: Comprehensive Income.](#i516b35255acf4dcc834d726d711577b3_160)] [added: Income.](#i5654ba485fa844c6887396d68bd6b83e_160)] | | | [removed: [74](#i516b35255acf4dcc834d726d711577b3_160)] [added: [62](#i5654ba485fa844c6887396d68bd6b83e_160)] | | |

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| | | | [Consolidated Statements of Cash [removed: Flows.](#i516b35255acf4dcc834d726d711577b3_166)] [added: Flows.](#i5654ba485fa844c6887396d68bd6b83e_169)] | | | [removed: [76](#i516b35255acf4dcc834d726d711577b3_166)] [added: [65](#i5654ba485fa844c6887396d68bd6b83e_169)] | | |

| | | | [Consolidated Statements of [removed: Equity.](#i516b35255acf4dcc834d726d711577b3_172)] [added: Equity.](#i5654ba485fa844c6887396d68bd6b83e_175)] | | | [removed: [77](#i516b35255acf4dcc834d726d711577b3_172)] [added: [66](#i5654ba485fa844c6887396d68bd6b83e_175)] | | |

| | | | [Consolidated Statements of [removed: Income.](#i516b35255acf4dcc834d726d711577b3_175)] [added: Income.](#i5654ba485fa844c6887396d68bd6b83e_178)] | | | [removed: [78](#i516b35255acf4dcc834d726d711577b3_175)] [added: [67](#i5654ba485fa844c6887396d68bd6b83e_178)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income.](#i516b35255acf4dcc834d726d711577b3_178)] [added: Income.](#i5654ba485fa844c6887396d68bd6b83e_163)] | | | [removed: [79](#i516b35255acf4dcc834d726d711577b3_178)] [added: [63](#i5654ba485fa844c6887396d68bd6b83e_163)] | | |

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| | | | [Notes to the Consolidated Financial [removed: Statements.](#i516b35255acf4dcc834d726d711577b3_190)] [added: Statements.](#i5654ba485fa844c6887396d68bd6b83e_193)] | | | [removed: [83](#i516b35255acf4dcc834d726d711577b3_190)] [added: [72](#i5654ba485fa844c6887396d68bd6b83e_193)] | | |

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| | | | 989 636-1000 | | | | | | | | |

*[Table of Contents](#i5654ba485fa844c6887396d68bd6b83e_13)*

*[Table of Contents](#i5654ba485fa844c6887396d68bd6b83e_13)*

| [PART I](#i5654ba485fa844c6887396d68bd6b83e_22) | | | | | | | | |

| [PART II](#i5654ba485fa844c6887396d68bd6b83e_82) | | | | | | | | |

| | | | [Consolidated Statements of Comprehensive Income.](#i5654ba485fa844c6887396d68bd6b83e_181) | | | [68](#i5654ba485fa844c6887396d68bd6b83e_181) | | |

| [PART III](#i5654ba485fa844c6887396d68bd6b83e_325) | | | | | | | | |

| [PART IV](#i5654ba485fa844c6887396d68bd6b83e_331) | | | | | | | | |

| [SIGNATURES](#i5654ba485fa844c6887396d68bd6b83e_343) | | | | | | [146](#i5654ba485fa844c6887396d68bd6b83e_343) | | |

*[Table of Contents](#i5654ba485fa844c6887396d68bd6b83e_13)*

This Annual Report on Form 10-K reflects the results of Dow and its consolidated subsidiaries.

*[Table of Contents](#i5654ba485fa844c6887396d68bd6b83e_13)*

*[Table of Contents](#i5654ba485fa844c6887396d68bd6b83e_13)*

*[Table of Contents](#i5654ba485fa844c6887396d68bd6b83e_13)*

This transition will not impact equity earnings but is expected to reduce the Company's sales of Sadara products over the five year period.

*[Table of Contents](#i5654ba485fa844c6887396d68bd6b83e_13)*

- Ongoing collaboration with Mura Technology (“Mura”) to help solve the global plastics waste issue and advance circularity via circular feedstocks, which are converted into recycled plastics.

Mura plans to construct a new facility at Dow's Böhlen site in Germany, the latest in a series of planned facilities across the U.S. and Europe to rapidly scale advanced recycling of plastics, and the first expected to be based at a Dow site.

This project is targeted for a final investment decision by the end of 2023.

This would position Dow to become the largest consumer of circular feedstock for polyethylene production globally.

- In the fourth quarter of 2022, Dow commissioned the retrofit of its first UNIFINITYTM Fluidized Catalytic Dehydrogenation ("FCDh") technology for cost-advantaged, on-purpose propylene manufacturing and continues to successfully cross all critical startup milestones and make strong progress toward production of on-spec propylene at scale.

The FCDh unit, located at one of Dow's mixed-feed crackers in Plaquemine, Louisiana, will ultimately enable production of approximately 150,000 metric tons of additional on-purpose propylene at full run-rate.

The breakthrough propylene manufacturing technology, which Dow will license through Univation Technologies, LLC, a wholly owned subsidiary of the Company, can reduce capital outlay by up to 25 percent while lowering energy usage and greenhouse gas emissions by up to 20 percent.

This project was originally announced in 2019.

- Acceleration of the Company's sustainability targets set in 2020 by expanding its stop the waste target to a transform the waste target.

By 2030, Dow will transform plastic waste and other forms of alternative feedstock to commercialize 3 million metric tons of circular and renewable plastics solutions annually.

- Launched a new collaboration with Waste Management ("WM") to improve residential recycling for hard-to-recycle plastic films by allowing consumers in select markets to recycle these materials directly in their curbside recycling.

Once operating at full capacity, this program is expected to help WM divert more than 120,000 metric tons of plastics film from landfills annually.

Dow will support this initiative by incorporating recycled content into its product solutions, in line with the Company’s goals.

- Signed an agreement with French recycling company Valoregen to contribute to building the largest single hybrid recycling site in France, to be owned and operated by Valoregen.

The project, which is expected to be operational and delivering recycled materials in the first half of 2023, will mark an important step in bringing together mechanical recycling (which processes certain plastic waste into secondary products) and newer, advanced recycling processes (which breaks down mixed, hard-to-recycle plastics into their original naphtha-like liquid form to manufacture new virgin-like polymers).

Dow will be the main recipient of Valoregen’s post-consumer resins, which it will use to develop new plastic products marketed under Dow’s REVOLOOP™ product range.

It will also support the development of Valoregen's recycling technology capabilities.

*[Table of Contents](#i5654ba485fa844c6887396d68bd6b83e_13)*

- Invested in Plastogaz SA, a technology start-up and proprietor of an advanced recycling technology, which will help to simplify the process of converting plastic waste to feedstock and provide another carbon-efficient option to keep plastic waste out of landfills and the environment.

Dow will bring global reach and materials science expertise to further develop technologies with companies, like Plastogaz, who are developing circular feedstock for plastics.

- Invested in Mr. Green Africa, the first recycling company in Africa to be a Certified B Corporation, to enable further diversion of plastic waste from informal dumpsites and the environment, drive positive change in local communities, address inadequacies in existing waste management systems and close the loop on plastics waste across Africa.

The investment marks the first of its kind from Dow on the continent and expects to enable approximately 90,000 metric tons of plastic waste to be recovered over four years and recycled into new packaging applications.

- Signed a letter of intent with X-energy, a nuclear energy innovation company which will help Dow advance its carbon emissions reduction goals through the development and deployment of X-energy's advanced small modular nuclear technology in the United States.

- Signed a definitive agreement to take a minority stake in the Hanseatic Energy Hub GmbH ("HEH") and is working with HEH's current members to advance Germany's capabilities to import supplies of liquified natural gas, bio-liquified natural gas and synthetic natural gas through the construction of an import terminal.

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

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

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

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

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

This Annual Report on Form 10-K reflects the results of Dow and its consolidated subsidiaries, after giving effect to the distribution to DowDuPont Inc. (“DowDuPont” and effective June 3, 2019, n/k/a DuPont de Nemours, Inc. or "DuPont") of TDCC’s agricultural sciences business (“AgCo”) and specialty products business (“SpecCo”) and the receipt of E. I. du Pont de Nemours and Company and its consolidated subsidiaries' (“Historical DuPont”) ethylene and ethylene copolymers business (other than its ethylene acrylic elastomers business) ("ECP").

The U.S. GAAP consolidated financial results of Dow Inc. and TDCC reflect the distribution of AgCo and SpecCo as discontinued operations for the applicable periods presented as well as the receipt of ECP as a common control transaction from the closing of the merger with Historical DuPont on August 31, 2017.

Background

For filings relating to the period commencing April 1, 2019 and thereafter, TDCC was deemed the predecessor to Dow Inc., and the historical results of TDCC are deemed the historical results of Dow Inc. for periods prior to and including March 31, 2019.

The separation was contemplated by the merger of equals transaction effective August 31, 2017, under the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017.

TDCC and Historical DuPont each merged with subsidiaries of DowDuPont and, as a result, TDCC and Historical DuPont became subsidiaries of DowDuPont (the “Merger”).

Subsequent to the Merger, TDCC and Historical DuPont engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products.

Dow Inc. was formed as a wholly owned subsidiary of DowDuPont to serve as the holding company for the materials science business.

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 failure to achieve in full the anticipated benefits 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) receipt of less favorable terms in the commercial agreements Dow entered into with DuPont 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 (v) Dow's obligation to indemnify DuPont and/or Corteva for certain liabilities.

MERGER AND SEPARATION

On April 1, 2019, DowDuPont Inc. (“DowDuPont” and effective June 3, 2019, n/k/a DuPont de Nemours, Inc. or "DuPont") completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC and its consolidated subsidiaries, owning all of the outstanding common shares of TDCC.

The separation was contemplated by the merger of equals transaction effective August 31, 2017, under the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 (the "Merger Agreement").

TDCC and E. I. du Pont de Nemours and Company and its consolidated subsidiaries (“Historical DuPont”) each merged with subsidiaries of DowDuPont and, as a result, TDCC and Historical DuPont became subsidiaries of DowDuPont (the “Merger”).

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 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.

Throughout this Annual Report on Form 10-K, unless otherwise indicated, amounts and activity are presented on a continuing operations basis.

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

The Company conducts its worldwide operations through six global businesses which are organized into the following operating segments: Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure and Performance Materials & Coatings.

Corporate contains the reconciliation between the totals for the operating segments and the Company's totals.

The Company did not aggregate any operating segments when determining its reportable segments.

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

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.

Ethylene is transferred to downstream derivative businesses at market-based prices, which are generally equivalent to prevailing market prices for large volume purchases.

The Company is responsible for marketing a majority of Sadara products outside of the Middle East zone through the Company’s established sales channels.

As part of this arrangement, the Company purchases and sells Sadara products for a marketing fee.

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 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.

Also, the Company completed a new catalyst production facility for key catalysts licensed by Univation Technologies, LLC, a wholly owned subsidiary of the Company.

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