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Dow Inc. – ‘8-K/A’ for 1/26/23

On:  Thursday, 1/26/23, at 1:05pm ET   ·   For:  1/26/23   ·   Accession #:  1751788-23-8   ·   File #:  1-38646

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  As Of               Filer                 Filing    For·On·As Docs:Size

 1/26/23  Dow Inc.                          8-K/A:2,9   1/26/23   12:1.4M

Amendment to Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                         HTML     36K 
 2: EX-99.1     Exhibit 99.1 Earnings Release                       HTML    600K 
 7: R1          Cover                                               HTML     49K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- dow-20230126_htm                    XML     25K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.DEF  XBRL Definitions -- dow-20230126_def                 XML     40K 
 5: EX-101.LAB  XBRL Labels -- dow-20230126_lab                      XML     82K 
 6: EX-101.PRE  XBRL Presentations -- dow-20230126_pre               XML     41K 
 3: EX-101.SCH  XBRL Schema -- dow-20230126                          XSD     11K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               14±    20K 
12: ZIP         XBRL Zipped Folder -- 0001751788-23-000008-xbrl      Zip    196K 


‘8-K/A’   —   Amendment to Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C: 
  dow-20230126  
 i 0001751788 i FALSE i 2022 i FY00017517882023-01-262023-01-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM  i 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
 i January 26, 2023

dow-20230126_g1.jpg

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.
 i 001-38646 i Dow Inc. i Delaware i 30-1128146
 i 2211 H.H. Dow Way,  i Midland,  i MI  i 48674
( i 989)  i 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:

 i ¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 i ¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

 i ¨    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:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
 i Dow Inc. i Common Stock, par value $0.01 per share i DOW i 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  i ¨

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 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On January 26, 2023, Dow Inc. issued a press release, which was furnished as Exhibit 99.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Original Form 8-K”). Dow Inc. is filing this Amendment No. 1 on Form 8-K/A solely for the purpose of providing an updated copy of the press release correcting an inadvertent error reported in the Financial Highlights section relating to the Company’s free cash flow. No other changes have been made to the Original Form 8-K or press release furnished therewith.

The reference to free cash flow in the eighth bullet under the Financial Highlights section in the press release should read “Free cash flow1 was $1.5 billion” rather than “Free cash flow1 was $1.5 million” as originally issued inadvertently.

Free cash flow is a Non-GAAP measure. Please refer to the referenced press release for the definition and reconciliation.

The press release was corrected on January 26, 2023, and is attached as Exhibit 99.1 and incorporated herein by reference.

The information contained in this report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.


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
Corrected press release issued by Dow Inc. on January 26, 2023, announcing results for the fourth quarter of 2022.
104Cover Page Interactive Data File. The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.




Signature

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.
Date:  i January 26, 2023

/s/ RONALD C. EDMONDS
Ronald C. Edmonds
Controller and Vice President of Controllers and Tax





Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on / For Period end:1/26/238-K
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