Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Dow Inc.
(Exact Name of Registrant as Specified in its Charter)
The Dow Chemical Company
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type | Security Class Title* | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
| Fees to Be Paid | Equity | Common stock, par value $0.01 per share (1) | Rule 456(b) and Rule 457(r) | (8) | (8) | (8) | (9) | (9) | ||||||||||||||||
| Equity | Preferred stock, par value $0.01 per share (2) | Rule 456(b) and Rule 457(r) | (8) | (8) | (8) | (9) | (9) | |||||||||||||||||
| Other | Depositary shares (3) | Rule 456(b) and Rule 457(r) | (8) | (8) | (8) | (9) | (9) | |||||||||||||||||
| Debt | Debt Securities (4) | Rule 456(b) and Rule 457(r) | (8) | (8) | (8) | (9) | (9) | |||||||||||||||||
| Other | Guarantees (5) | Rule 456(b) and Rule 457(r) | (8) | (8) | (8) | (9) | (9) | |||||||||||||||||
| Other | Warrants to purchase common stock, preferred stock and debt securities (6) | Rule 456(b) and Rule 457(r) | (8) | (8) | (8) | (9) | (9) | |||||||||||||||||
| Security Type | Security Class Title* | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
| Other | Stock purchase contracts | Rule 456(b) and Rule 457(r) | (8) | (8) | (8) | (9) | (9) | |||||||||||||||||
| Other | Stock purchase units (7) | Rule 456(b) and Rule 457(r) | (8) | (8) | (8) | (9) | (9) | |||||||||||||||||
| Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
| Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
| Total Offering Amounts | N/A | N/A | ||||||||||||||||||||||
| Total Fees Previously Paid | N/A | |||||||||||||||||||||||
| Total Fee Offsets | N/A | |||||||||||||||||||||||
| Net Fee Due | N/A | |||||||||||||||||||||||
| * | Additional securities (including securities to be issued by additional registrants) may be added by automatically effective post-effective amendments pursuant to Rule 413. |
| (1) | Also includes the presently indeterminate number of shares of common stock as may be issued by Dow Inc. (a) upon conversion of or exchange for any debt securities or preferred shares of Dow Inc. that provide for conversion or exchange into common stock of Dow Inc., (b) upon exercise of Dow Inc. warrants to purchase Dow Inc. common stock or (c) pursuant to Dow Inc. stock purchase contracts. |
| (2) | Also includes the presently indeterminate number of shares of preferred stock as may be issued by Dow Inc. (a) upon conversion of or exchange for any debt securities of Dow Inc. that provide for conversion or exchange into preferred stock, (b) upon exercise of warrants to purchase Dow Inc. preferred stock or (c) pursuant to Dow Inc. stock purchase contracts. |
| (3) | To be represented by depositary receipts representing an interest in all or a specified portion of shares of preferred stock. |
| (4) | Debt securities may be issued by Dow Inc. or The Dow Chemical Company. Subject to note (1), an indeterminate principal amount of debt securities may be issued, which may be senior or subordinated. |
| (5) | Debt securities issued by Dow Inc. may be guaranteed by The Dow Chemical Company. Debt securities issued by The Dow Chemical Company may be guaranteed by Dow Inc. The guarantees of debt securities will be issued without consideration. Pursuant to Rule 457(n), no registration fee is payable with respect to the guarantees of any debt securities. |
| (6) | Includes warrants to purchase common stock, preferred stock and debt securities of Dow Inc. and warrants to purchase debt securities of The Dow Chemical Company. |
| (7) | Each stock purchase unit consists of (a) a stock purchase contract and (b) a beneficial interest in debt securities, capital securities or debt obligations of third parties. |
| (8) | An unspecified aggregate initial offering price and number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. Includes an unspecified number of securities that may be offered or sold by affiliates of each registrant in market-making transactions. |
| (9) | In accordance with Rules 456(b) and 457(r), each registrant is deferring payment of all of the registration fee. In connection with the securities offered hereby, each registrant will pay “pay-as-you-go registration fees” in accordance with Rules 456(b) and 457(r). The registrants will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. |
