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Item 9A. Controls and Procedures

2024-01-31 compared with 2023-02-01 · 44 added, 27 removed, 276 unchanged (20% of the section changed)

8 unchanged sentences

Management is responsible for establishing and maintaining adequate internal control over financial reporting.

The Companies' internal control framework and processes are designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of the Companies' consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

The Companies' internal control framework and processes are designed to provide reasonable assurance to management and the Board regarding the reliability of financial reporting and the preparation of the Companies' consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

The Companies' internal control over financial reporting includes those policies and procedures that:

15 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, 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, 2022, of the Company and the financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 1, 2023, expressed an unqualified opinion on those financial statements and financial statement schedule.

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, 2023, of the Company and the financial statement schedule listed in the Index at Item 15(a)2 and our report dated January 31, 2024, expressed an unqualified opinion on those financial statements and financial statement schedule.

Basis for Opinion

16 unchanged sentences

Midland, Michigan

February 1, 2023

January 31, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

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, 2023, of the Company and the financial statement schedule listed in the Index at Item 15(a)2 and our report dated January 31, 2024, expressed an unqualified opinion on those financial statements and financial statement schedule.

Basis for Opinion

16 unchanged sentences

Midland, Michigan

February 1, 2023

January 31, 2024

OTHER INFORMATION

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Independent Registered Public Accountants

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 2023 Annual Meeting of Stockholders of Dow Inc.

Information with respect to fees and services related to the Company's independent auditors, Deloitte & Touche LLP ("Deloitte"), and the disclosure of the preapproval policies and procedures of the Audit Committee of the Board are contained in the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders of Dow Inc.

and are incorporated herein by reference.

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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).

10.6.1 An Amendment to The Dow Chemical Company Executives' Supplemental Retirement Plan - Restricted and Cadre Benefits, effective January 1, 2018 (incorporated by reference to Exhibit 10.1.2 to The Dow Chemical Company's Annual Report on Form 10-K for the year ended December 31, 2018).

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

10.5.8 Form of Performance Stock Unit Award Agreement under the Dow Inc.

2019 Stock Incentive Plan effective as of December 13, 2023 (incorporated by reference to Exhibit 10.5.8 to Dow Inc.’s Current Report on Form 8-K filed with the SEC on January 30, 2024).

10.5.9 Form of Restricted Stock Unit Award Agreement under the Dow Inc.

2019 Stock Incentive Plan effective as of December 13, 2023 (incorporated by reference to Exhibit 10.5.9 to Dow Inc.’s Current Report on Form 8-K filed with the SEC on January 30, 2024).

10.5.10 Form of Stock Appreciation Right Award Agreement under the Dow Inc.

2019 Stock Incentive Plan effective as of December 13, 2023 (incorporated by reference to Exhibit 10.5.10 to Dow Inc.’s Current Report on Form 8-K filed with the SEC on January 30, 2024).

10.5.11 Form of Stock Option Award Agreement under the Dow Inc.

2019 Stock Incentive Plan effective as of December 13, 2023 (incorporated by reference to Exhibit 10.5.11 to Dow Inc.’s Current Report on Form 8-K filed with the SEC on January 30, 2024).

10.6 The Dow Chemical Company Executives' Supplemental Retirement Plan - Restricted and Cadre Benefits, restated and effective as of January 1, 2024 (incorporated by reference to Exhibit 10.6 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on January 30, 2024).

10.7 The Dow Chemical Company Executives' Supplemental Retirement Plan - Supplemental Benefits, restated and effective as of January 1, 2024 (incorporated by reference to Exhibit 10.7 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on January 30, 2024).

10.8 The Dow Chemical Company Elective Deferral Plan (Pre-2005), restated and effective as of April 1, 2019 (incorporated by reference to Exhibit 10.8 to Dow Inc.

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 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).

10.9 The Dow Chemical Company Elective Deferral Plan (Post 2004), restated and effective as of January 1, 2024 (incorporated by reference to Exhibit 10.9 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on January 30, 2024).

10.10 Dow Inc.

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

97* Compensation Clawback Policy effective as of December 1, 2023.

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

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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File.

104 The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

30 unchanged sentences

Additions charged to expenses 5

1,864 120 201

Deductions from reserves ( 185 ) ( 242 ) ( 112 )

Balance at end of year $ 2,948 $ 1,269 $ 1,391

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

Deductions included write-offs, recoveries, currency translation adjustments and other miscellaneous items, including a $ 23 million reclassification to "Reserves for Other Investments and Noncurrent Receivables" in 2023.

Deductions included disposals and currency translation adjustments.

Deductions from reserves for "Reserves for Other Investments and Noncurrent Receivables" included $ 77 million in 2022, 2021 and 2020 related to the Company's investment in Sadara.

Additions included a $ 23 million reclassification from "Accounts Receivable - Allowance for Doubtful Receivables" in 2023.

Deductions included $ 143 million in 2023 related to the Company's investment in AgroFresh Solutions Inc., which was converted to cash, and $ 77 million in 2023, 2022 and 2021 related to the Company's investment in Sadara.

See Note 10 to the Consolidated Financial Statements for additional information.

Additions in 2023 include increases in valuation allowances related to foreign tax assets that are expected to expire without being utilized.

and Subsidiaries

The Dow Chemical Company and Subsidiaries

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on February 1, 2023.

THE DOW CHEMICAL COMPANY

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(Authorized Signatory and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below on February 1, 2023 by the following persons on behalf of the registrant and in the capacities indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below on January 31, 2024, by the following persons on behalf of the registrant and in the capacities indicated.

/s/ SAMUEL R.

5 unchanged sentences

Banister Jr., Director, Dow Inc.

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

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

and TDCC (Principal Executive Officer)

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Luis Alberto Moreno Mejia, Director, Dow Inc.

/s/ JERRI DEVARD /s/ HOWARD UNGERLEIDER

/s/ JERRI DEVARD /s/ JEFFREY L.

Jerri DeVard, Director, Dow Inc.

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

Director, TDCC (Principal Financial Officer)

Tate, Chief Financial Officer, Dow Inc.

Director, TDCC

(Principal Financial Officer)

DIAL /s/ JILL S.

10 unchanged sentences

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

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

ACOUSTICRYL, ACRYSOL, ACUSOL, AMPLIFY, AQUASET, AVANSE, CARBOWAX, DECARBIA, DOW, DOWANOL, DOWSIL, DOWTHERM, ECOFAST, ECOSENSE, EVOQUE, EVOWASH, FASTRACK, FORMASHIELD, LP OXO, LUXSENSE, MAINCOTE, MOBILITYSCIENCE, PRIMAL, RENUVA, REVOLOOP, RHOPLEX, SENTRY, SILASTIC, SUNSPHERES, SURLYN, 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:

1 unchanged sentence

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 Edison Awards appears in this report:

BIG Innovation Awards

The following trademark of Clarivate ™ appears in this report:

Top 100 Global Innovators ™

The following registered trademark of US Business Leadership Network, Inc.

appears in this report:

Disability Equality Index ™ , Best Places to Work for Disability Inclusion ™

The following trademark of The Edison Awards ™ appears in this report:

Edison Awards ™

The following trademark of Evonik Operations GmbH appears in this report:

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®, 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™

Great Place to Work ® , Fortune 100 Best Companies to Work For ®

The following trademarks of Ti Gotham Inc.

appears in this report:

PEOPLE®, PEOPLE® Companies that Care

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

The following trademark of Mura Technology Limited 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