UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 Rule 12b-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 significant non-recurring item when calculating non-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
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