Current Report Filing (8-k)
September 23 2019 - 6:31AM
Edgar (US Regulatory)
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
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Commission
File Number
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Exact Name of Registrant as Specified in its Charter,
Principal Office Address and Telephone Number
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State of
Incorporation or
Organization
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I.R.S. Employer
Identification No.
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001-38646
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Dow Inc.
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Delaware
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30-1128146
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2211 H.H. Dow Way, Midland, MI 48674
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(989) 636-1000
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001-03433
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The Dow Chemical Company
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Delaware
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38-1285128
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2211 H.H. Dow Way, Midland, MI 48674
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(989) 636-1000
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
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Registrant
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Dow Inc.
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Common Stock, par value $0.01 per share
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DOW
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New York Stock Exchange
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The Dow Chemical Company
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4.625% Notes due October 1, 2044
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DOW/44
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New York Stock Exchange
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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 Queens 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)
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Exhibits. The exhibit listed on the Exhibit Index is incorporated herein by reference.
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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
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/s/ RONALD C. EDMONDS
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Ronald C. Edmonds
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Controller and Vice President of Controllers and Tax
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