UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2019
Commission File Number |
| Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number | State of Incorporation or Organization | I.R.S. Employer Identification No. | ||||
| 001-38646 | Dow Inc. | Delaware | 30-1128146 | |||||
| 2211 H.H. Dow Way, Midland, MI 48674 | ||||||||
| (989)636-1000 | ||||||||
| 001-03433 | The Dow Chemical Company | Delaware | 38-1285128 | |||||
| 2211 H.H. Dow Way, Midland, MI 48674 | ||||||||
| (989)636-1000 | ||||||||
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
| Dow Inc. | Common Stock, par value $0.01 per share | DOW | New York Stock Exchange | |||
| The Dow Chemical Company | 4.625% Notes due October 1, 2044 | DOW/44 | New York Stock Exchange | |||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 8 - Other Events
Item 8.01 Other Events.
On September 23, 2019, Dow Inc. (“Dow” or the “Company”) issued a press release announcing the Court of the Queen’s Bench in Alberta, Canada, has signed a judgment ordering Nova Chemicals Corporation to pay certain Dow subsidiaries CAD $1.43 billion (equivalent to approximately USD $1.08 billion) on October 11, 2019, for damages Dow incurred through 2012 related to the companies’ jointly-owned ethylene asset in Joffre, Alberta, Canada.
The judgment is subject to appeal. Dow expects to record an accounting gain related to a portion of this judgment in the third quarter of 2019, which the Company expects to treat as a significantnon-recurring item when calculatingnon-GAAP financial measures, including operating earnings per share.
A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The exhibit listed on the Exhibit Index is incorporated herein by reference. |
Exhibit No. | Exhibit Description | |
| 99.1 | Press release issued by Dow Inc. on September 23, 2019, announcing the signed judgment. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DOW INC.
THE DOW CHEMICAL COMPANY
Date: September 23, 2019
/s/ RONALD C. EDMONDS |
| Ronald C. Edmonds |
| Controller and Vice President of Controllers and Tax |
