26 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: 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.
+Added: 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, 2024, of the Company and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 4, 2025, expressed an unqualified opinion on those financial statements and financial statement schedule.
Basis for Opinion
16 unchanged sentences
Midland, Michigan
−Removed: January 31, 2024
+Added: February 4, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: 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.
+Added: 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, 2024, of the Company and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 4, 2025, expressed an unqualified opinion on those financial statements and financial statement schedule.
Basis for Opinion
16 unchanged sentences
Midland, Michigan
−Removed: January 31, 2024
+Added: February 4, 2025
OTHER INFORMATION
+Added: During the fourth quarter ended December 31, 2024, the Company's directors and officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) did not adopt , terminate or modify Rule 10b5-1 or non-rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K).
and Subsidiaries
54 unchanged sentences
3.2 Amended and Restated Bylaws of Dow Inc.
−Removed: (incorporated by reference to Exhibit 3.2 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on April 2 , 20 19 ).
+Added: (incorporated by reference to Exhibit 3.2 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on February 20, 2024 ).
3.3 Amended and Restated Certificate of Incorporation of The Dow Chemical Company (incorporated by reference to Exhibit 3.1 to The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on September 1, 2017).
20 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.
−Removed: and The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on January 30, 2024).
+Added: and The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on February 3, 2025).
10.1 Tax Matters Agreement, effective as of April 1, 2019, by and among Dow Inc., DuPont de Nemours, Inc.
14 unchanged sentences
2019 Stock Incentive Plan effective as of April 1, 2019 (incorporated by reference to Exhibit 4.4.1 to Dow Inc.'s Registration Statement on Form S-3 filed with the SEC on April 1, 2019).
−Removed: 10.5.2 Form of Restricted Stock Award Agreement under the Dow Inc.
−Removed: 2019 Stock Incentive Plan effective as of April 1, 2019 (incorporated by reference to Exhibit 4.4.2 to Dow Inc.'s Registration Statement on Form S-3 filed with the SEC on April 1, 2019).
10.5.3 Form of Restricted Stock Unit Award Agreement under the Dow Inc.
2019 Stock Incentive Plan effective as of April 1, 2019 (incorporated by reference to Exhibit 4.4.3 to Dow Inc.'s Registration Statement on Form S-3 filed with the SEC on April 1, 2019).
−Removed: 10.5.4 Form of Stock Appreciation Right Award Agreement under the Dow Inc.
−Removed: 2019 Stock Incentive Plan effective as of April 1, 2019 (incorporated by reference to Exhibit 4.4.4 to Dow Inc.'s Registration Statement on Form S-3 filed with the SEC on April 1, 2019).
10.5.5 Form of Stock Option Award Agreement under the Dow Inc.
16 unchanged sentences
and The Dow Chemical Company's Quarterly Report on Form 10-Q filed with the SEC on May 3, 2019).
−Removed: 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).
+Added: 10.9 The Dow Chemical Company Elective Deferral Plan (Post 2004), restated and effective as of January 1, 2025 (incorporated by reference to Exhibit 10.9 to Dow Inc.
+Added: and The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on February 3, 2025).
10.10 Dow Inc.
3 unchanged sentences
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).
+Added: Insider Trading Compliance Policy effective as of December 12, 2024 .
21* Subsidiaries of Dow Inc.
6 unchanged sentences
32.2* Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 97* Compensation Clawback Policy effective as of December 1, 2023.
+Added: 97.1 Dow Inc.
+Added: Compensation Clawback Policy effective as of December 1, 2023 (incorporated by reference to Exhibit 97 to Dow Inc.
+Added: and The Dow Chemical Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2024).
+Added: 97.2* The Dow Chemical Company 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.
36 unchanged sentences
Additions charged to expenses 6
−Removed: 1,864 120 201
Deductions from reserves ( 255 ) ( 185 ) ( 242 )
Balance at end of year $ 2,748 $ 2,948 $ 1,269
+Added: Additions included a $ 23 million reclassification from "Reserves for Other Investments and Noncurrent Receivables" in 2024.
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.
1 unchanged sentence
Additions included a $ 23 million reclassification from "Accounts Receivable - Allowance for Doubtful Receivables" in 2023.
−Removed: 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.
+Added: Deductions included a $ 23 million reclassification to "Accounts Receivable - Allowance for Doubtful Receivables" in 2024, $ 143 million related to the Company's investment in AgroFresh Solutions Inc., which was converted to cash, in 2023, and $ 77 million in 2024, 2023 and 2022 related to the Company's investment in Sadara.
See Note 11 to the Consolidated Financial Statements for additional information.
2 unchanged sentences
The Dow Chemical Company and Subsidiaries
−Removed: 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 January 31, 2024.
+Added: 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 4, 2025.
THE DOW CHEMICAL COMPANY
−Removed: /s/ RONALD C.
−Removed: Edmonds, Controller and Vice President of Controllers and Tax
+Added: /s/ ANDREA L.
+Added: Dominowski, Controller and Vice President of Controllers
(Authorized Signatory and Principal Accounting Officer)
−Removed: 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.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below on February 4, 2025, by the following persons on behalf of the registrant and in the capacities indicated.
/s/ SAMUEL R.
24 unchanged sentences
Wyant, Director, Dow Inc.
−Removed: /s/ RONALD C.
−Removed: EDMONDS /s/ DANIEL W.
−Removed: Edmonds, Controller and Vice President of Controllers and Tax, Dow Inc.
+Added: /s/ ANDREA L.
+Added: DOMINOWSKI /s/ DANIEL W.
+Added: Dominowski, Controller and Vice President of Controllers, Dow Inc.
and TDCC (Authorized Signatory and Principal Accounting Officer) Daniel W.
4 unchanged sentences
The following trademarks or service marks of The Dow Chemical Company and certain affiliated companies of Dow appear in this report:
−Removed: 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
+Added: ACOUSTICRYL, ACRYSOL, ACUSOL, AMPLIFY, AQUASET, AVANSE, CARBOWAX, DECARBIA, DOW, DOWANOL, DOWFROST, DOWSIL, DOWTHERM, ELEVATE, EVOQUE, FASTRACK, FORMASHIELD, MAINCOTE, PRIMAL, RENUVA, REVOLOOP, RHOPLEX, SENTRY, SILASTIC, SPECFLEX, SUNSPHERES, SYL-OFF, TAMOL, TERGITOL, TRITON, UCAR, UCARSOL, UCON, VERSENE, WALOCEL
The following registered service mark of American Chemistry Council in the United States appears in this report:
17 unchanged sentences
The following registered trademark of InspereX Holdings LLC appears in this report:
−Removed: 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.