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STOCKHOLDERS' EQUITY (Notes)
 12 Months Ended
Dec. 31, 2022
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Common Stock
On April 1, 2019, Dow Inc. became an independent, publicly traded company. The principal market for Dow Inc.'s common stock is the New York Stock Exchange, traded under the symbol “DOW.” Dow Inc. is the direct parent company of The Dow Chemical Company and its consolidated subsidiaries, ("TDCC" and together with Dow Inc., "Dow" or the "Company"), owning all of the outstanding common shares of TDCC.

The Company may issue shares of Dow Inc. common stock out of treasury stock or as new shares of common stock for options exercised and for the release of restricted stock units ("RSUs"), performance stock units ("PSUs"), the Employee Stock Purchase Plan ("ESPP") and the Employees' Savings Plan (the "Savings Plan"). Common stock shares issued to employees and non-employee directors was approximately 7.5 million in 2022 (8.2 million in 2021 and 4.8 million in 2020). See Note 20 for additional information on the Company's equity awards.

Retained Earnings
Dow Inc.
There are no significant restrictions limiting Dow Inc.’s ability to pay dividends. Dow Inc. declared dividends of $2.80 per share in 2022, 2021 and 2020.

Undistributed earnings of nonconsolidated affiliates included in retained earnings were $669 million at December 31, 2022 and $1,155 million at December 31, 2021.

TDCC
TDCC's Board determines whether or not there will be a dividend distribution to Dow Inc. TDCC declared and paid dividends to Dow Inc. of $4,375 million in 2022, $3,264 million in 2021 and $2,233 million in 2020.

Employee Stock Ownership Plan
The Dow Employee Stock Ownership Plan (the “ESOP”) allocated the remaining shares in 2022 and no shares remain unallocated at December 31, 2022. Unallocated shares at December 31, 2021 and 2020 were excluded from the Company's earnings per share calculation.

Compensation expense for allocated shares is recorded at the fair value of the shares on the date of allocation. Compensation expense reflected in income before income taxes for ESOP shares allocated was $31 million in 2022, $77 million in 2021 and $72 million in 2020. At December 31, 2022, all remaining unallocated ESOP shares were allocated to plan participants.

Treasury Stock
On April 1, 2019, the Dow Inc. Board ratified the share repurchase program originally approved on March 15, 2019, authorizing up to $3.0 billion for the repurchase of the Company's common stock, with no expiration date. The Company completed the April 1, 2019 share repurchase program in the second quarter of 2022. On April 13, 2022, the Dow Inc. Board approved a new share repurchase program authorizing up to $3.0 billion for the repurchase of the Company's common stock, with no expiration date. In 2022, the Company repurchased $2,325 million of its common stock ($1,000 million in 2021 and $125 million in 2020). At December 31, 2022, $2.0 billion of the share repurchase program authorization remained available for repurchases.

The Company began issuing treasury shares to satisfy its obligations to make matching contributions to plan participants under The Dow Employees' Savings Plan in the first quarter of 2022. The Company issued 1.5 million treasury shares under its compensation and benefit plans in 2022.

Compensation expense for issued shares is recorded at the fair value of the shares on the date of issuance. Compensation expense reflected in income before income taxes for treasury shares issued was $94 million in 2022.
The following table provides a reconciliation of Dow Inc. common stock activity for the years ended December 31, 2022, 2021 and 2020:

Shares of Dow Inc. Common StockIssuedHeld in Treasury
Balance at Jan 1, 2020751,228,644 9,729,834 
Issued 1
4,764,554 — 
Repurchased— 3,073,469 
Balance at Jan 1, 2021755,993,198 12,803,303 
Issued 1
8,233,684 — 
Repurchased— 16,208,270 
Balance at Jan 1, 2022764,226,882 29,011,573 
Issued 1
7,451,643 (1,499,610)
Repurchased— 39,286,642 
Balance at Dec 31, 2022771,678,525 66,798,605 
1.Shares issued to employees and non-employee directors under the Company's equity compensation plans.
Accumulated Other Comprehensive Loss
The changes in each component of AOCL for the years ended December 31, 2022, 2021 and 2020 were as follows:

Accumulated Other Comprehensive Loss202220212020
In millions
Unrealized Gains (Losses) on Investments
Beginning balance$59 $104 $64 
Unrealized gains (losses) on investments(326)(21)104 
Tax (expense) benefit13 5 (23)
Net unrealized gains (losses) on investments(313)(16)81 
(Gains) losses reclassified from AOCL to net income 1
2 (38)(54)
Tax expense (benefit) 2
(1)9 13 
Net (gains) losses reclassified from AOCL to net income1 (29)(41)
Other comprehensive income (loss), net of tax(312)(45)40 
Ending balance$(253)$59 $104 
Cumulative Translation Adjustment
Beginning balance$(1,355)$(930)$(1,135)
Gains (losses) on foreign currency translation(557)(375)227 
 Tax (expense) benefit24 (40)25 
Net gains (losses) on foreign currency translation(533)(415)252 
(Gains) losses reclassified from AOCL to net income 3
(46)(10)(47)
Other comprehensive income (loss), net of tax(579)(425)205 
Ending balance$(1,934)$(1,355)$(930)
Pension and Other Postretirement Benefits
Beginning balance$(7,334)$(9,559)$(8,781)
Gains (losses) arising during the period2,611 2,094 (1,769)
 Tax (expense) benefit(630)(464)411 
Net gains (losses) arising during the period1,981 1,630 (1,358)
Amortization of net loss and prior service credits reclassified from AOCL to net income 4
622 776 753 
Tax expense (benefit) 2
(146)(181)(173)
Net loss and prior service credits reclassified from AOCL to net income476 595 580 
Other comprehensive income (loss), net of tax2,457 2,225 (778)
Ending balance$(4,877)$(7,334)$(9,559)
Derivative Instruments
Beginning balance$(347)$(470)$(394)
Gains (losses) on derivative instruments638 155 (96)
Tax (expense) benefit(87)3 (1)
Net gains (losses) on derivative instruments551 158 (97)
(Gains) losses reclassified from AOCL to net income 5
(313)(38)30 
Tax expense (benefit) 2
34 3 (9)
Net (gains) losses reclassified from AOCL to net income(279)(35)21 
Other comprehensive income (loss), net of tax272 123 (76)
Ending balance$(75)$(347)$(470)
Total AOCL ending balance$(7,139)$(8,977)$(10,855)
1.Reclassified to "Net sales" and "Sundry income (expense) - net."
2.Reclassified to "Provision for income taxes."
3.Reclassified to "Sundry income (expense) - net."
4.These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other postretirement benefit plans. See Note 19 for additional information.
5.Reclassified to "Cost of sales," "Sundry income (expense) - net" and "Interest expense and amortization of debt discount."