What changed in this filing

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Item 9A. Controls and Procedures

2022-02-04 compared with 2021-02-05 · 43 added, 48 removed, 270 unchanged (25% of the section changed)

111 unchanged sentences

Total $ 22,466 $ 26,097

The aggregate fees billed 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.

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.

The aggregate fees billed primarily for audits of carve-out financial statements, assessment of controls relating to outsourced services, audits and reviews supporting divestiture activities, and agreed-upon procedures engagements.

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

The aggregate fees billed 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.

The aggregate fees billed primarily for audits of assessment of controls relating to the services audit report, services for sustainability reporting, and agreed-upon procedures engagements.

The aggregate fees billed primarily for corporate tax consulting and tax compliance services.

and Subsidiaries

2 unchanged sentences

(a) The following documents are filed as part of this report:

(1) The Company’s 2020 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8.

(1) The Company’s 2021 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm (PCAOB ID:

34 ) are included in Part II, Item 8.

Financial Statements and Supplementary Data.

8 unchanged sentences

(incorporated by reference to Exhibit 2.1 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on April 2, 2019).

2.2 Shareholders' Agreement, dated as of October 8, 2011, between Dow Saudi Arabia Holding B.V.

and Performance Chemicals Holding Company (incorporated by reference to Exhibit 99.1 to The Dow Chemical Company's Current Report on Form 8-K/A filed with the SEC on June 27, 2012).

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).

2.2 Amended and Restated Shareholders' Agreement, effec tive as of March 25, 2021, between Excel lent Performa nce Chemicals Company and Dow Saudi Arabia Holding B.V.

(portions of this exhibit have been om itted because it is both (i) not material and (ii) the type of information that The Dow Chemical C ompany treats as private or confidential) (incorporated by reference to Exhibit 99.1 to Dow Inc.

and The Dow Chemical Company's Curren t Report on Form 8-K filed with the SEC on April 23, 2021 ).

2.3 Transaction Agreement, dated as of December 10, 2015, among The Dow Chemical Company, Corning Incorporated, Dow Corning Corporation and HS Upstate Inc.

27 unchanged sentences

and its consolidated subsidiaries, including The Dow Chemical Company, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.

4.5* Description of Securities registered under Section 12 of the Securities Exchange Act of 1934.

4.5 Description of Securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.5 to Dow Inc.

and The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on February 3, 2022) .

10.1 Tax Matters Agreement, effective as of April 1, 2019, by and among Dow Inc., DuPont de Nemours, Inc.

24 unchanged sentences

2019 Stock Incentive Plan effective as of April 1, 2019 (incorporated by reference to Exhibit 4.4.6 to Dow Inc.'s Registration Statement on Form S-3 filed with the SEC on April 1, 2019).

10.5.7 An Amendment to the Dow Inc.

2019 Stock Incentive Plan effective as of April 15, 2021 (incorporated by reference to Exhibit 10.5.7 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on April 16, 2021).

10.6 The Dow Chemical Company Executives' Supplemental Retirement Plan - Restricted and Cadre Benefits, as restated and effective September 1, 2017 (incorporated by reference to Exhibit 10(a)(iv) to The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on November 3, 2017).

4 unchanged sentences

10.9 The Dow Chemical Company Elective Deferral Plan (Post 2004), restated and effective as of April 1, 2019 (incorporated by reference to Exhibit 4.1 to The Dow Chemical Company's Registration Statement on Form S-8 POS filed with the SEC on April 1, 2019).

10.9.1 The Dow Chemical Company Elective Deferral Plan (Post 2004), restated and effective as of January 1, 2022 (inc orporated by reference to Exhibit 10.9.1 to Dow Inc.

and The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on February 3, 2022).

10.10 Dow Inc.

1 unchanged sentence

and The Dow Chemical Company's Quarterly Report on Form 10-Q filed with the SEC on May 3, 2019).

10.11 Dow Inc.

2021 Employee Stock Purchase Plan effective as of April 15, 2021 (incorporated by reference to Exhibit 10.11 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on April 16, 2021).

21* Subsidiaries of Dow Inc.

6 unchanged sentences

32.2* Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1 Guarantee relating to the 9.80% Debentures of Rohm and Haas Company (incorporated by reference to Exhibit 99.6 to The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on April 1, 2009).

101.INS The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

19 unchanged sentences

Additions charged to expenses 1

Additions charged to other accounts 2

Deductions from reserves 2

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See Note 12 to the Consolidated Financial Statements for additional information.

Additions to allowance for doubtful receivables charged to other accounts were classified as "Accounts and notes receivable - Other" in the consolidated balance sheets.

These reserves relate to the Company's sale of trade accounts receivable.

Anticipated credit losses in the portfolio of receivables sold were used to fair value the Company's interests held in trade accounts receivable conduits.

See Notes 14 and 23 to the Consolidated Financial Statements for additional information.

Deductions included write-offs, recoveries, currency translation adjustments and other miscellaneous items.

Deductions included disposals and currency translation adjustments.

In 2020, deductions from reserves for "Reserves for Other Investments and Noncurrent Receivables" included $77 million related to the Company's investment in Sadara.

Deductions from reserves for "Reserves for Other Investments and Noncurrent Receivables" included $ 77 million in 2021 and 2020 related to the Company's investment in Sadara.

See Note 12 to the Consolidated Financial Statements for additional information.

8 unchanged sentences

/s/ SAMUEL R.

ALLEN /s/ RONALD C.

ALLEN /s/ JIM FITTERLING

Allen, Director, Dow Inc.

Edmonds, Controller and Vice President of Controllers and Tax, Dow Inc.

and TDCC (Authorized Signatory and Principal Accounting Officer)

/s/ AJAY BANGA /s/ JEFF M.

Ajay Banga, Director, Dow Inc.

Fettig, Lead Director, Dow Inc.

/s/ GAURDIE BANISTER JR.

/s/ JIM FITTERLING

Gaurdie Banister Jr., Director, Dow Inc.

Jim Fitterling, Director, Chairman and Chief Executive Officer, Dow Inc.

and TDCC (Principal Executive Officer)

/s/ JACQUELINE K.

BARTON /s/ JACQUELINE C.

Jacqueline K.

Barton, Director, Dow Inc.

/s/ GAURDIE BANISTER JR.

/s/ JACQUELINE C.

Gaurdie Banister Jr., Director, Dow Inc.

Jacqueline C.

Hinman, Director, Dow Inc.

BELL /s/ HOWARD UNGERLEIDER

Bell, Director, Dow Inc.

Howard Ungerleider, President and Chief Financial Officer, Dow Inc.

Director, TDCC (Principal Financial Officer)

/s/ WESLEY G.

BUSH /s/ JILL S.

BUSH /s/ LUIS ALBERTO MORENO MEJIA

Bush, Director, Dow Inc.

Wyant, Director, Dow Inc.

Luis Alberto Moreno Mejia, Director, Dow Inc.

/s/ RICHARD K.

DAVIS /s/ DANIEL W.

Davis, Director, Dow Inc.

DAVIS /s/ HOWARD UNGERLEIDER

Davis, Lead Director, Dow Inc.

Howard Ungerleider, President and Chief Financial Officer, Dow Inc.

Director, TDCC (Principal Financial Officer)

DIAL /s/ JILL S.

Dial, Director, Dow Inc.

Wyant, Director, Dow Inc.

/s/ RONALD C.

EDMONDS /s/ DANIEL W.

Edmonds, Controller and Vice President of Controllers and Tax, Dow Inc.

and TDCC (Authorized Signatory and Principal Accounting Officer) Daniel W.

Yohannes, Director, Dow Inc.

Fettig, Director, Dow Inc.

and Subsidiaries

2 unchanged sentences

The following trademarks or service marks of The Dow Chemical Company and certain affiliated companies of Dow appear in this report:

ACOUSTICRYL, ACRYSOL, AFFINITY, AMPLIFY, AQUASET, AVANSE, CARBOWAX, DOW, DOWANOL, DOWSIL, DOWTHERM, ECOFAST, ELITE, ENGAGE, EVOQUE, FORMASHIELD, IMAGIN3D, MAINCOTE, MOBILITYSCIENCE, NEOSEED, NORDEL, PRIMAL, RHOBARR, RHOPLEX, SENTRY, SILASTIC, SUNSPHERES, SYL-OFF, TAMOL, TERGITOL, TRITON, UCAR, UCON, VERSENE, WALOCEL

The following registered trademark of Disability:IN appears in this report:

Disability Equality Index®

The following registered trademark of Incapital Holdings appears in this report:

ACOUSTICRYL, ACRYSOL, ACUSOL, AMPLIFY, AQUASET, AVANSE, CARBOWAX, DOW, DOWANOL, DOWSIL, DOWTHERM, ECOFAST, ELITE, EVOQUE, FASTRACK, FORMASHIELD, INFUSE, MAINCOTE, NORDEL, OPULUX, PRIMAL, RENUVA, RHOBARR, RHOPLEX, ROBOND, SENTRY, SILASTIC, SPECFLEX, SUNSPHERES, SURLYN, SYL-OFF, SYNTEGRA, TAMOL, TERGITOL, TRITON, UCAR, UCARE, UCON, VERSENE, WALOCEL

The following registered service mark of American Chemistry Council in the United States appears in this report:

Responsible Care®

The following registered trademark of Great Place to Work® Institute, Inc.

The following registered trademark of Disability:IN appears in this report:

Disability Equality Index®

The following trademark of Everbridge appears in this report:

Critical Event Management (CEM) Certification™ Program

The following trademarks and registered trademarks of Great Place to Work® Institute, Inc.

appears in this report:

Great Place to Work®

The following registered trademark of The National Safety Council appears in this report:

Green Cross for Safety®

Great Place to Work®, Fortune 100 Best Companies to Work For®, Best Workplaces™, PEOPLE Companies that Care®, Best Workplaces in Manufacturing & Production™

The following registered trademark of InspereX Holdings LLC appears in this report:

® ™ Trademark of The Dow Chemical Company ("TDCC") or an affiliated company, except as otherwise specified.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures