8-KRegulation FDExhibits & Filings

DOW INC. 8-K Report, Regulation FD Disclosure (Jun 3, 2019)

Filed June 3, 2019For Securities:DOW

Summary

This 8-K filing from DOW INC. (DOW), dated June 3, 2019, provides crucial supplemental pro forma financial information following its separation from DowDuPont on April 1, 2019. The report aims to offer investors a clearer view of Dow's standalone performance by presenting unaudited pro forma combined statements of income and supplemental historical segment and geographic region data. These pro forma statements adjust for the spin-off of the agriculture (AgCo) and specialty products (SpecCo) businesses, and the acquisition of certain ethylene and ethylene copolymers businesses (ECP) from DuPont. Furthermore, adjustments are made for intercompany agreements and changes in accounting policies, such as the transfer of ethylene at market-based prices instead of cost. This information is furnished for informational purposes to ensure consistency with Dow's future public reporting, allowing investors to better analyze the company's operational and financial trajectory post-separation.

Key Highlights

  • 1DOW INC. (DOW) has officially separated from DowDuPont as of April 1, 2019, becoming a standalone entity.
  • 2The filing furnishes unaudited pro forma combined statements of income for investors, presenting Dow's financial results as if it were always a separate entity.
  • 3Pro forma adjustments include the exclusion of agriculture (AgCo) and specialty products (SpecCo) businesses as discontinued operations.
  • 4The company has incorporated certain ethylene and ethylene copolymers businesses (ECP) from DuPont into its operations.
  • 5Adjustments have been made for manufacturing, supply, and service agreements with DowDuPont and Corteva, Inc.
  • 6A change in the accounting policy for ethylene transfers from cost to market-based prices is reflected in the pro forma data.
  • 7This information is intended to provide a consistent basis for future financial reporting and analysis.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with supplemental unaudited pro forma combined financial statements and related information. This data helps investors understand Dow Inc.'s financial performance on a standalone basis following its separation from DowDuPont.

The pro forma financial information reflects the exclusion of the agriculture and specialty products businesses as discontinued operations, the inclusion of certain ethylene and ethylene copolymers businesses acquired from DuPont, and adjustments for various intercompany agreements and changes in accounting policies, such as how ethylene is priced internally.

No, the information contained in this report (including Exhibits 99.1 and 99.2) is being furnished for informational purposes only and is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, nor is it incorporated by reference into any other SEC filings, unless expressly stated.

TDCC is considered the predecessor to Dow Inc. This means that the historical financial results of TDCC prior to March 31, 2019, are deemed the historical results of Dow Inc., providing a continuity for historical financial reporting.