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 |
State of Incorporation or Organization |
I.R.S. Employer Identification No. |
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| 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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:
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Registrant |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| 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.
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Exhibits. The exhibit listed on the Exhibit Index is incorporated herein by reference. |
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Exhibit No. |
Exhibit Description |
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| 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
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/s/ RONALD C. EDMONDS |
| Ronald C. Edmonds |
| Controller and Vice President of Controllers and Tax |
Exhibit 99.1
Canadian court orders Nova Chemicals to pay Dow
CAD$1.43 billion judgment
MIDLAND, Mich. - Sept. 23, 2019 - The Court of the Queen’s Bench in Alberta, Canada, has signed a judgment ordering Nova Chemicals to pay Dow (NYSE: DOW) 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 court, which initially ruled in June 2018, found that Nova Chemicals failed to operate the ethylene asset at full capacity for more than 10 years, and furthermore, that Nova violated several contractual agreements related to Dow receiving its share of the asset’s ethylene production. These actions resulted in reduced productivity and sales for Dow.
The signed judgment relates to damages Dow incurred through 2012. Dow anticipates receiving an additional judgment for damages owed by Nova for the post-2012 period.
Additionally, the ethylene asset is now running at a higher utilization rate and giving Dow more ethylene from an advantaged feedstock position.
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.
About Dow
Dow (NYSE: DOW) combines one of the broadest technology sets in the industry with asset integration, focused innovation and global scale to achieve profitable growth and become the most innovative, customer centric, inclusive and sustainable materials science company. Dow’s portfolio of performance materials, industrial intermediates and plastics businesses delivers a broad range of differentiated science-based products and solutions for our customers in high-growth segments, such as packaging, infrastructure and consumer care. Dow operates 113 manufacturing sites in 31 countries and employs approximately 37,000 people. Dow delivered pro forma sales of approximately $50 billion in 2018. References to Dow or the Company mean Dow Inc. and its subsidiaries. For more information, please visit www.dow.com or follow @DowNewsroom on Twitter.
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For further information, please contact:
Name
Rachelle Schikorra
+1 (989) 638-4090
ryschikorra@dow.com