What changed in this filing

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Item 9A. Controls and Procedures

2023-02-01 compared with 2022-02-04 · 28 added, 38 removed, 275 unchanged (19% of the section changed)

5 unchanged sentences

Changes in Internal Control Over Financial Reporting

There were no changes in the Companies' internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companies' internal control over financial reporting.

There were no changes in the Companies' internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Companies' internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

7 unchanged sentences

Management assessed the effectiveness of the Companies' internal control over financial reporting and concluded that, as of December 31, 2022, such internal control is effective.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013).

The Companies' independent auditors, Deloitte & Touche LLP, with direct access to the Companies' Board of Directors through the Audit Committee of Dow Inc., have audited the consolidated financial statements prepared by the Companies.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

The Companies' independent auditors, Deloitte & Touche LLP, with direct access to the Board of Directors through the Audit Committee of Dow Inc., have audited the consolidated financial statements prepared by the Companies.

Their reports on the consolidated financial statements are included in Part II, Item 8.

56 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 2022 Annual Meeting of Stockholders of Dow Inc.

Information relating to Directors, certain executive officers and certain corporate governance matters (including identification of members of the Audit Committee of the Board and financial expert(s)) is contained in the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders of Dow Inc.

and is incorporated herein by reference.

24 unchanged sentences

and are incorporated herein by reference.

The Audit Committee of Dow Inc.

carefully considers the qualifications and competence of candidates for the independent registered public accounting firm.

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, 2021 and 2020.

Professional services were performed by Deloitte, its member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (“Deloitte Entities”).

Total fees paid to the Deloitte Entities are shown by category in the following table:

In thousands 2021 2020

$ 20,529 $ 21,237

Audit-Related Fees 2

Total $ 22,466 $ 26,097

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

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(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 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 ).

2.2 Amended and Restated Shareholders' Agreement, effective as of March 25, 2021, between Excellent Performance Chemicals Company and Dow Saudi Arabia Holding B.V.

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

and The Dow Chemical Company's Current 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.

28 unchanged sentences

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) .

and The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on January 3 1, 2023 ).

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

31 unchanged sentences

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

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.

10.9 The Dow Chemical Company Elective Deferral Plan (Post 2004), restated and effective as of January 1, 2022 (incorporated 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).

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Balance at end of year $ 1,269 $ 1,391 $ 1,302

In 2019, additions charged to expenses for "Accounts Receivable - Allowance for Doubtful Receivables" included $ 2 million and additions charged to expenses for "Reserves for Other Investments and Noncurrent Receivables" included $ 1,753 million related to the Company's investment in Sadara Chemical Company ("Sadara").

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

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

11 unchanged sentences

/s/ SAMUEL R.

ALLEN /s/ JIM FITTERLING

ALLEN /s/ JEFF M.

Allen, Director, Dow Inc.

Fettig, Director, Dow Inc.

/s/ GAURDIE E.

/s/ JIM FITTERLING

Banister Jr., Director, Dow Inc.

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

and TDCC (Principal Executive Officer)

/s/ GAURDIE BANISTER JR.

/s/ JACQUELINE C.

Gaurdie Banister Jr., Director, Dow Inc.

Jacqueline C.

Hinman, Director, Dow Inc.

/s/ WESLEY G.

BUSH /s/ LUIS ALBERTO MORENO MEJIA

BUSH /s/ JACQUELINE C.

Bush, Director, Dow Inc.

Luis Alberto Moreno Mejia, Director, Dow Inc.

Jacqueline C.

Hinman, Director, Dow Inc.

/s/ RICHARD K.

DAVIS /s/ HOWARD UNGERLEIDER

DAVIS /s/ LUIS ALBERTO MORENO MEJIA

Davis, Lead Director, Dow Inc.

Luis Alberto Moreno Mejia, Director, Dow Inc.

/s/ JERRI DEVARD /s/ HOWARD UNGERLEIDER

Jerri DeVard, Director, Dow Inc.

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

8 unchanged sentences

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, 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

ACCUTRACE, ACOUSTICRYL, ACRYSOL, ACUSOL, AMPLIFY, AQUASET, AVANSE, CARBOWAX, DOW, DOWANOL, DOWSIL, DOWTHERM, DURATRACK, ECOFAST, ELITE, ELVALOY, ENDURANCE, EVOQUE, FASTRACK, FORMASHIELD, LP OXO, MAINCOTE, MAIZECARE, MOBILITYSCIENCE, NORDEL, PRIMAL, RENUVA, REVOLOOP, RHOPLEX, SENTRY, SILASTIC, SUNSPHERES, SYL-OFF, TAMOL, TERGITOL, TRITON, UCAR, UCON, UNIFINITY, VERSENE, WALOCEL

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

Responsible Care®

The following trademark of the Business Intelligence Group appears in this report:

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 trademark of Edison Awards appears in this report:

Edison Awards™

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

appears in this report:

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

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

The following trademark of HACR Hispanic Association on Corporate Responsibility appears in this report:

HACR Corporate Inclusion Index™

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

1 unchanged sentence

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