What changed in this filing

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Item 1. Business

2023-02-01 compared with 2022-02-04 · 122 added, 132 removed, 410 unchanged (38% of the section changed)

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Dow's website and its content are not deemed incorporated by reference into this report.

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").

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”).

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.

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

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.

See Note 3 to the Consolidated Financial Statements and Dow Inc.'s Amendment No.

4 to the Registration Statement on Form 10 filed with the SEC on March 8, 2019, for additional information.

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

Dow combines global breadth;

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

In 2021, Dow and the Saudi Arabian Oil Company agreed to and began transitioning the marketing rights and responsibilities for Sadara’s finished products to levels more consistent with each partner’s equity ownership, which is being implemented through 2026.

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

This segment also includes the Company's share of the results of the following joint ventures:

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Current and Future Investments

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.

Additionally, the Company has announced investments over the next several years that are expected to enhance competitiveness.

The Company has announced investments that are being progressed over the next several years and are expected to enhance competitiveness.

These include:

• 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.

• Construction of a world-scale polyethylene unit on the U.S.

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

• Plans to construct a clean hydrogen plant where by-products from core production processes would be converted into hydrogen and CO 2 .

The CO 2 would be captured and stored until alternative technologies develop.

Dow will also look for ways to enable usage of the CO 2 in its processes rather than storing it.

The hydrogen plant would allow Dow's Terneuzen manufacturing site to reduce CO 2 emissions by approximately 1.4 million metric tons per year.

• Dow previously signed several renewable and cleaner power agreements which are expected to reduce Scope 2 emissions by more than 600,000 metric tons of CO 2 equivalent per year.

• 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.

The Company's ambition includes becoming the most sustainable materials science company, with a strategy to advance the well-being of humanity by helping lead the transition to a sustainable planet and society.

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As part of that strategy, Dow announced the following in 2022:

• 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.

In addition, in 2019, the 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.

The FCDh technology retrofit further improves Dow’s ability to continue to source the most advantaged feedstocks, while also producing reliable and cost-efficient on-purpose propylene to supply its integrated derivative units in Louisiana.

Dow's FCDh technology reduces capital outlay by up to 40 percent and lowers energy usage and 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 in the second half of 2022.

• In the fourth quarter of 2022, Dow commissioned the retrofit of its first UNIFINITY TM 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.

• 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.

The HEH consortium is planning to build, own, and operate an import terminal for liquified gases on Dow's Stade, Germany industrial park.

The zero-carbon emission terminal will be co-located with Dow's facilities in Stade.

Dow is making land available for the construction of the terminal as well as infrastructure services, off-gas heat, site services and mutual harbor use rights.

INDUSTRIAL INTERMEDIATES & INFRASTRUCTURE

The Industrial Intermediates & Infrastructure 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.

These businesses primarily produce and market ethylene oxide and propylene oxide derivatives that are aligned to market segments as diverse as appliances, coatings, electronics, surfactants for cleaning and sanitization, infrastructure and oil and gas.

The businesses' global scale and reach, world-class technology, research and 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 appliance, building and construction, mobility and transportation, adhesive and lubricant applications, among others.

These businesses primarily produce and market ethylene oxide and propylene oxide derivatives that are aligned to market segments as diverse as appliances, coatings, furniture and bedding, construction, mobility and automotive, electronics, surfactants for cleaning and sanitization, infrastructure and oil and gas.

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

Industrial Solutions

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The CAV business provides chlorine and caustic soda supply and markets caustic soda, a valuable co-product of the chlor-alkali manufacturing process, and ethylene dichloride and vinyl chloride monomer.

The CAV business' assets are predominantly in Western Europe and largely produce materials for internal consumption.

The 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.

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.

The CAV business' assets are predominantly in Western Europe and Latin America and largely produce materials for internal consumption.

market segments and applications ranging from roofing and flooring to gypsum-, cement-, concrete- and dispersion-based building materials.

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

Details on Industrial Intermediates & Infrastructures' 2022 net sales, by business and geographic region, are as follows:

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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;

Polyethylene Glycol, TERGITOL™, TRITON™ 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

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, TERGITOL™, TRITON™ 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

Ammonia, butene, ethylene, phenol, propylene BASF, Eastman, Hexion, Huntsman, INEOS, LyondellBasell, SABIC, Sasol, Shell

Polyurethanes & Construction Chemicals Aircraft deicing fluids;

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and efficiency improvements around the world.

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.

In 2022, the Company benefited from the completion of a debottlenecking project along the U.S.

Gulf Coast to increase aniline production by 60,000 tons per year, which drove the integrated margins higher for the portfolio.

Also, in the past year, the Company further progressed and scaled 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.

In 2022, ACCUTRACE™ Plus Fuel Marker was selected by the European Commission as the new European Union common fiscal marker to support fuel fraud prevention.

The adoption of ACCUTRACE™ Plus Fuel Marker as the new Euromarker was supported by extensive independent technical and safety assessments of the latest fuel marking technologies conducted by the Joint Research Centre and the Scientific Committee on Health, Environmental and Emerging Risks.

The marker maintains a unique fingerprint in fuel, which alerts authorities to its intended use and enhances supply chain governance and product identification.

In 2022, the Company progressed the following:

• Construction of 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.

The new Freeport MDI facility will replace Dow’s current U.S.

& Canada 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.

• Expanded production of 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.

Pretreating fabric with ECOFAST™ Pure helps significantly reduce the amount of water, chemicals and energy needed to color cotton, by enabling up to 90 percent less process chemicals, 50 percent less water, 50 percent less dyes and 40 percent less energy without sacrificing color or quality.

• Expansion of alkoxylation capacity in the United States and Europe.

These investments build on previously announced capacity expansions, increasing the Company's global alkoxylation capacity by 70 percent versus the 2020 baseline, collectively.

The additional capacity is needed to support increasing demand across a wide range of fast-growing end-markets where the Company is delivering 10 percent to 15 percent annual growth rates, from home and personal care to industrial and institutional cleaning solutions and pharmaceuticals.

The investments are backed by supply agreements with customers, including leading consumer brands, and are expected to come online in 2024 and 2025, respectively.

• Dow and Orion Chemicals Orgaform together with Eco-mobilier, H&S Anlagentechnik and The Vita Group have inaugurated a pioneering mattress recycling plant as part of the RENUVA™ program.

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and building and infrastructure end-markets.

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

Both businesses employ materials science capabilities, global reach and unique products and technology combining chemistry platforms to deliver differentiated, market-driven and sustainable innovations to customers.

Coatings & Performance Monomers

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Performance Silicones & Specialty Materials and Silicone Feedstocks & Intermediates.

The Performance Silicones & Specialty Materials business delivers an unmatched portfolio of performance-enhancing silicone and specialty materials to meet the diverse needs of customers in fast-growing industries, including building and infrastructure;

The Performance Silicones & Specialty Materials business delivers an unmatched portfolio of performance-enhancing materials to meet the diverse needs of customers in fast-growing markets, including building and infrastructure;

consumer and electronics;

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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

weatherable acrylic capstock compounds for thermoplastic and thermosetting materials Acetic acid, acetone, acrylic acid, ammonia, butanol, butyl acrylate, methanol, methyl methacrylate, propylene, styrene Arkema, BASF, Celanese, Evonik, LyondellBasell, Wacker Chemie

Consumer Solutions Personal care and home care;

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encapsulants for solar photovoltaic applications;

SILASTIC™ Silicone Elastomers;

DOWSIL™ Silicone Products;

SYL-OFF™ Silicone Release Coatings;

ACUSOL™ PRIME 1 Polymer;

AMPLIFY™ Si PE 1000 Polymer System;

bio-based, readily biodegradable SunSpheres™ BIO SPF Booster;

ACUSOL™ PRIME 1 Polymer

DOWSIL™ Silicone Products;

SILASTIC™ Silicone Elastomers;

SYL-OFF™ Silicone Release Coatings

Hydrochloric acid, methanol, platinum, silica, silicon metal Elkem, Momentive, Shin-Etsu, Wacker Chemie

Current and Future Investments

The Company continues to make incremental investments in lower-capital, higher-return projects in the silicones franchise to further enhance competitiveness.

The investments aim to expand manufacturing capacity of silicone polymers and high-performance sealants among other high-value materials.

In 2021, the Company announced several key growth capital projects to increase capacity of performance silicones and specialty materials.

These projects have either come online in 2021 or are expected to start up over the next several years.

In 2022, several key growth capital projects around the globe were brought online to meet customer needs in fast-growing markets.

These include:

• Silicone elastomers and thermally conductive materials meeting growing demand for vehicles, including autonomous and electric vehicles, hybrids and internal combustion engines, that are lighter, safer and have a lower-carbon footprint;

• Silicone polymers and sealants supporting greater design flexibility and enabling safe, sustainable, durable building and infrastructure;

• Silicone engineered materials and pressure sensitive adhesives improving reliability and efficiency in consumer and electronics end-markets;

• Cationic hydroxyethylcellulose ("CatHEC") polymers and polyethylene glycols ("PEGs") addressing a variety of home and personal care applications.

• Silicone elastomers capacity in U.S.

& Canada for the world's first recyclable silicone self-sealing tire solution, which meets self-sealing tire manufacturers' demands for high performance and sustainability, while providing drivers and passengers with a lighter-weight, safer, and more durable solution.

• Incremental capacity expansion in U.S.

& Canada for silicone sealants supporting greater design flexibility and enabling safe, sustainable, and durable building and infrastructure.

• Debottlenecking silicone key intermediates and enhancing capacity of engineered materials in Asia Pacific to accelerate growth in advanced automotive and consumer electronics.

• New silicone gum blends capacity in Latin America to meet the growing demand for sustainable silicone solutions in the personal care industry.

The Company continues to make incremental investments in lower-capital, higher-return projects in the silicones and coatings franchises to further enhance competitiveness.

The investments aim to expand manufacturing capacity and increase product mix offerings of silicone intermediates and high-performance silicones to accelerate the downstream business growth.

By leveraging global scale and a broad innovation portfolio, the Company is well-positioned to deliver differentiated solutions and sustainable materials in key end-markets, including building and infrastructure, electronics, industrial, mobility, and home and personal care.

Corporate includes certain enterprise and governance activities (including insurance operations, environmental operations, etc.);

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The major raw material stream that feeds the production of the Company's finished goods is hydrocarbon-based raw materials.

The Company purchases hydrocarbon raw materials including ethane, propane, butane, naphtha and condensate as feedstocks.

The Company purchases hydrocarbon-based raw materials including ethane, propane, butane, naphtha and condensate as feedstocks.

These raw materials are used in the production of both saleable products and energy.

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INDUSTRY SEGMENTS AND GEOGRAPHIC REGION RESULTS

See Note 26 to the Consolidated Financial Statements for information regarding net sales, pro forma net sales, Operating EBIT, pro forma Operating EBIT and total assets by segment, as well as net sales and long-lived assets by geographic region.

See Note 25 to the Consolidated Financial Statements for information regarding net sales, Operating EBIT and total assets by segment, as well as net sales and long-lived assets by geographic region.

SIGNIFICANT CUSTOMERS AND PRODUCTS

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In March 2021, Dow and the Saudi Arabian Oil Company agreed to transition the marketing rights and responsibilities for Sadara’s finished products to levels more consistent with each partner’s equity ownership.

This transition began in July 2021 and is being implemented over the next five years.

This transition began in July 2021 and is being implemented through 2026.

See Note 11 to the Consolidated Financial Statements for additional information regarding nonconsolidated affiliates.

PROTECTION OF THE ENVIRONMENT

The world is at a critical juncture and needs environmental leadership from all sectors.

As a leading materials science company, Dow believes it has the responsibility and opportunity to take action and lead the industry in areas that Dow's science and expertise can make a difference.

For that reason, Dow has integrated sustainability across its businesses and is collaborating across the globe to make inroads in the transition to a sustainable economy and society.

The Company has identified three focus areas where it believes Dow is making a difference to drive industry-wide change:

• Climate Protection - As both a major user of energy and producer of technologies that are essential to a low-carbon future, the Company believes it has a responsibility to act.

Dow has set an ambitious target to become carbon neutral by 2050 (Scopes 1+2+3, as defined by the Greenhouse Gas Protocol, plus product benefits) while helping its customers reduce their greenhouse gas emissions by innovating lower-carbon products.

• Circular Economy - As one of the world's largest producers of plastic, Dow is taking a leading role in supporting a more circular economy and ending plastic waste.

Dow's "stop the waste" goal is a commitment to invest and/or collaborate in key technologies and infrastructure to significantly increase global recycling.

Dow's "close the loop" goal is a commitment to help customers redesign and promote reusable or recyclable packaging applications.

• Safer Materials - As a world-leading materials science company, Dow plays a pivotal role in innovating materials that bring social and environmental value alongside business value.

Dow is committed to innovating and bringing safer materials to the market by continuously evaluating and improving how the Company measures, designs, manufactures, reports, and acts on the impact of its products.

Dow envisions a future where every material it brings to market is sustainable for people and the planet.

To that end, Dow is innovating the sustainable materials of tomorrow by leading candid conversations about product safety and committing to the advancement of open and transparent chemistry with Dow's value chain partners, customers and the public.

To accelerate the Company's sustainability agenda, Dow announced new, multi-decade targets in 2020 to put the Company on a path to achieve carbon neutrality and eliminate plastic waste.

These new targets align to and build upon Dow's 2025 Sustainability Goals – 10-year commitments aimed at magnifying the Company’s positive impact through collaboration with like-minded partners.

Targets include reducing the Company's net annual greenhouse gas emissions by an additional 5 million metric tons by 2030, compared with its 2020 baseline, a reduction of approximately 15 percent.

This target follows the Company's reduction in greenhouse gas emissions of 15 percent from its 2005 baseline, which was achieved in 2020.

The Company also intends to enable 1 million metric tons of plastic to be collected, reused or recycled through direct actions and partnerships by 2030.

Dow will also work with customers, brand owners and the value chain to help redesign and promote reusable and recyclable packaging applications to enable 100 percent of Dow products sold into packaging applications to be reusable or recyclable by 2035.

The Company's progress in achieving these targets is reviewed regularly by management and with the Environment, Health, Safety & Technology Committee of the Board.

Additional discussion of matters pertaining to the environment is included in Part I, Item 1A.

SUSTAINABILITY STRATEGY

Dow is working to deliver a sustainable future by collaborating and innovating to expand its ability to make a positive impact on society and the planet.

As a leading materials science company, Dow has the responsibility and opportunity to act and lead the industry in areas where Dow's science and innovation can make a difference.

This means Dow is reducing its environmental footprint, developing and implementing circular economy solutions, and creating new materials that are more sustainable.

Dow’s sustainability strategy focuses on three areas, which address some of the most pressing challenges facing the planet and offer the most opportunity for Dow to use its science and global scale to make a positive impact.

Climate Protection – Dow is committed to protecting the planet by combating climate change, including contributing to a lower-carbon future, both in its operations and value chains.

Dow’s comprehensive strategy includes actions to optimize the Company's manufacturing facilities and processes for sustainability, increase clean energy in Dow's purchased power mix, collaborate with the Company's supply chain to address upstream carbon emissions, invest in transformative next-generation solutions for climate protection, and develop low carbon products, technologies and services.

Circular Economy – Dow is taking a leading role in driving a more circular economy by designing for circularity, transforming plastic waste and alternative feedstock into circular and renewable solutions, building new business models for circular materials, and partnering in an industrial ecosystem to end plastic waste.

Safer Materials – Dow is innovating new materials that offer a more favorable health and environmental profile over their life cycles compared to incumbent solutions.

Dow believes that creating safer materials is a continuous journey and is possible through innovation, design and more predictive, enabling technologies.

Dow’s innovations must meet the needs of customers and society, and Dow is committed to continue to evolve its approach to safer materials in line with these expectations.

Climate Protection, Circular Economy and Safer Materials are critical to Dow’s license to operate and represent areas where Dow is using its science, scale and global relationships across value chains to create shared opportunity for Dow and society.

To accelerate the Company's sustainability commitments, Dow has implemented and continues to expand on its multi-decade targets intended to put the Company on a path to achieve carbon neutrality and eliminate plastic waste, which include the following:

• By 2030, Dow will reduce its net annual Scope 1 and 2 carbon emissions by 5 million metric tons compared with its 2020 baseline, representing a 15 percent reduction from 2020 and a 30 percent reduction since 2005.

• By 2050, Dow intends to be carbon neutral (Scope 1+2+3 plus product benefits).

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

To do this, Dow will expand its efforts to stop the waste by building industrial ecosystems to collect, reuse or recycle waste and expand its portfolio to meet rapidly growing demand.

Dow expects the waste required to produce this target will surpass and replace its original 1 million metric tons stop the waste goal.

The Company's progress in achieving these targets is reviewed regularly by management and with the Environment, Health, Safety & Technology Committee of the Dow Inc.

Board of Directors ("Board").

Additional discussion of matters pertaining to the environment, including actions related to the Company's sustainability strategy, is included in Part I, Item 1A.

Risk Factors;

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and Notes 1 and 15 to the Consolidated Financial Statements.

In addition, detailed information on the Company's performance regarding environmental matters and goals is accessible through the Science & Sustainability webpage at www.dow.com/sustainability.

In addition, detailed information on the Company's performance regarding environmental matters and goals, including the Company's annual ESG Report, is accessible through the Science & Sustainability webpage at www.dow.com/sustainability.

Dow's website and its content are not deemed incorporated by reference into this report.

9 unchanged sentences

Dow uses a comprehensive, integrated operating discipline management system that includes policies, requirements, best practices and procedures associated with health and safety.

In 2021, the Company achieved an Occupational Safety and Health Administration ("OSHA") Total Recordable Injury and Illness Rate of 0.14, based upon the number of incidents per 200,000 work hours for employees and contractors globally.

In 2022, the Company achieved an Occupational Safety and Health Administration Total Recordable Injury and Illness Rate of 0.16, based upon the number of incidents per 200,000 work hours for employees and contractors globally.

This measure, along with a consistent set of globally applied, as well as locally defined, leading indicators of safety performance, are cornerstones of Dow's worker protection program.

The Company maintains a robust, globally tracked near-miss program for situations that did not result in an injury, but could have been high consequence had circumstances been slightly different.

This data is reviewed regularly by management and the Environment, Health, Safety & Technology Committee of the Dow Inc.

Board of Directors ("Board"), is visible to all employees and is built into digital dashboards that include actual injury information for every Dow location around the world.

This data is reviewed regularly by management and the Environment, Health, Safety & Technology Committee of the Board, is visible to all employees and is built into digital dashboards that include actual injury information for every Dow location around the world.

As part of the Company’s total worker health strategy, employees have access to occupational health services at no cost through on-site, Company-managed clinics at its manufacturing locations or an offsite provider overseen by Dow Occupational Health.

In addition to access for occupational health needs, the Company also has a comprehensive well-being strategy, which is framed across four dimensions – physical, mental, community and financial well-being – for an approach that is holistic, global, employee centered and outcome-driven.

Key ambitions across the four dimensions focus on elements such as workplace stress, psychological safety, resiliency, workload, healthy eating and activities, and social community and inclusion opportunities.

Dow maintains active Crisis Management Teams at the corporate level and in each region where the Company operates to ensure appropriate plans are in place in the event of natural disasters or other emergencies, and currently in response to the coronavirus disease 2019 ("COVID-19") pandemic.

For additional information on the Company’s response to the COVID-19 pandemic, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Key ambitions

across the four dimensions focus on elements such as workplace stress, psychological safety, resiliency, workload, healthy eating and activities, and social community and inclusion opportunities.

Inclusion, Diversity & Equity

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A strategic and intentional focus on ID&E not only enhances the employee experience and satisfaction, but it also supports innovation, customer experience and understanding of the communities the Company serves.

In 2021, Dow ranked #19 in the DiversityInc Top 50 Companies for Diversity and for the first time was named to the Fortune 100 Best Companies to Work For ® list.

In 2022, Dow advanced to #15 in the DiversityInc Top 50 Companies for Diversity and for the second year in a row was named to the Fortune 100 Best Companies to Work For ® list.

These are significant accomplishments that represent only two of the many awards the Company received related to its efforts in ID&E.

7 unchanged sentences

Senior leaders serve as executive sponsors for each ERG.

In addition, Dow has a Paid Time Off Policy which provides employees time off to volunteer and engage in ERG activities.

In 2022, 57 percent of Dow’s workforce and 98 percent of Dow people leaders participated in at least one ERG.

Also in 2021, Dow implemented a new Paid Time Off Policy, which provides employees time off to volunteer and engage in ERG activities.

Inclusion and diversity metrics, including ERG participation, global representation of women and U.S.

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Non-Minority.

Additional information regarding Dow’s human capital measures can be found in the Company's annual Environmental, Social and Governance ("ESG") Report, as well as Dow's U.S.

Additional information regarding Dow’s human capital measures can be found in the Company's annual ESG Report, as well as Dow's U.S.

Equal Employment Opportunity Report (EEO-1), accessible through the Inclusion and Diversity webpage at www.dow.com/diversity .

6 unchanged sentences

Other Business Experience since January 1, 2018

Jack Broodo, 63 President, Feedstocks & Energy 2020 Dow Inc.:

President, Feedstocks & Energy since February 2020;

Business President, Feedstocks & Energy from April 2019 to February 2020.

President, Feedstocks & Energy since February 2020;

Business President, Feedstocks & Energy from February 2016 to February 2020.

Carter, 51 Chief Human Resources Officer and Chief Inclusion Officer 2019 Dow Inc.:

Chief Human Resources Officer and Chief Inclusion Officer since April 2019.

Chief Human Resources Officer since October 2018;

Chief Inclusion Officer since July 2017;

North America Commercial Vice President, Dow Packaging and Specialty Plastics from February 2016 to July 2017.

Diego Donoso, 54 President, Packaging & Specialty Plastics 2020 Dow Inc.:

President, Packaging & Specialty Plastics since February 2020;

Business President, Packaging & Specialty Plastics from April 2019 to February 2020.

President, Packaging & Specialty Plastics since February 2020;

Business President, Packaging & Specialty Plastics from August 2012 to February 2020.

Lisa Bryant, 47 Chief Human Resources Officer 2022 Dow Inc.:

Chief Human Resources Officer since November 2022.

Chief Human Resources Officer since November 2022;

Senior Global Human Resources Director for Finance, Legal, Public Affairs, and Government Affairs from May 2020 to November 2022;

North America Human Resources Director from February 2019 to May 2020;

Global Human Resources Director for Marketing & Sales from April 2017 to February 2019;

Global Human Resources Director for Coatings, Monomers & Plastics Additives from March 2015 to February 2019.

Carter, 52 President, Packaging & Specialty Plastics 2019 Dow Inc.:

President, Packaging & Specialty Plastics since November 2022;

Chief Human Resources Officer and Chief Inclusion Officer from April 2019 to November 2022.

President, Packaging & Specialty Plastics since November 2022;

Chief Human Resources Officer from October 2018 to November 2022;

Chief Inclusion Officer from July 2017 to November 2022.

Edmonds, 65 Controller and Vice President of Controllers and Tax 2019 Dow Inc.:

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Associate General Counsel from April 2017 to September 2018;

Assistant General Counsel from February 2015 to April 2017;

Director of the Office of the Corporate Secretary from August 2013 to October 2018.

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 1. Business