8-K
DOW INC. (DOW)
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):
October 23, 2025
| Commission<br><br>File Number | Exact Name of Registrant as Specified in its Charter,<br><br>Principal Office Address and Telephone Number | State or other Jurisdiction of<br><br>Incorporation | I.R.S. Employer<br><br>Identification No. |
|---|---|---|---|
| 001-38646 | Dow Inc. | Delaware | 30-1128146 |
| 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ 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:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|---|
| Dow Inc. | Common Stock, par value $0.01 per share | DOW | 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 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On October 23, 2025, Dow Inc. issued a press release, attached as Exhibit 99.1 and incorporated herein by reference, announcing results for the third quarter of 2025.
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 |
|---|---|
| 99.1 | Press release issued by Dow Inc. on October 23, 2025, announcing results for the third quarter of 2025. |
| 104 | Cover 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: October 23, 2025
| /s/ ANDREA L. DOMINOWSKI |
|---|
| Andrea L. Dominowski<br>Controller and Vice President<br>of Controllers |
Document
Exhibit 99.1 October 23, 2025
Dow reports third quarter 2025 results
3Q25 FINANCIAL HIGHLIGHTS
•Net sales were $10.0 billion, down 8% year-over-year, reflecting declines in all operating segments. Sequentially, net sales were down 1%, as gains in Industrial Intermediates & Infrastructure were more than offset by declines in Packaging & Specialty Plastics and Performance Materials & Coatings.
•Volume decreased 1% year-over-year, as declines in Europe, the Middle East, Africa and India (EMEAI) were partly offset by gains in the U.S. and Canada and Asia Pacific. Sequentially, volume increased 1%, following the startup of Dow’s new assets in the U.S. Gulf Coast. Gains in Industrial Intermediates & Infrastructure were partly offset by declines in Packaging & Specialty Plastics due to lower merchant hydrocarbons sales.
•Local price was down 8% versus the year-ago period and down 3% sequentially.
•GAAP net income was $124 million. Op. EBIT1 was $180 million, down $461 million year-over-year. This was primarily driven by declines in price and equity earnings, which were partly offset by tailwinds from the Company’s cost reduction actions. Sequentially, Op. EBIT increased $201 million, driven by meaningful cost reduction progress and lower planned maintenance activity, which were partly offset by lower prices across all operating segments.
•GAAP earnings per share (EPS) was $0.08; operating EPS1 was a loss of $0.19, compared to EPS of $0.47 in the year-ago period and a loss of $0.42 in the prior quarter. Op. EPS excludes significant items totaling $0.27 per share, primarily driven by one-time favorable tax adjustments and gains from the Company’s sale of its 50% interest in the DowAksa joint venture.
•Cash provided by operating activities – continuing operations was $1.1 billion, up $330 million year-over-year, driven by working capital improvements. Sequentially, it was up $1.6 billion, primarily driven by working capital improvements and advance payments for low carbon solutions and other long-term supply agreements.
•Returns to shareholders totaled $249 million of dividends in the quarter.
SUMMARY FINANCIAL RESULTS
| Three Months Ended Sep 30 | Three Months Ended Jun 30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In millions, except per share amounts | 3Q25 | 3Q24 | vs. SQLY<br><br>[B / (W)] | 2Q25 | vs. PQ<br><br>[B / (W)] | |||||
| Net Sales | $ | 9,973 | $ | 10,879 | $ | (906) | $ | 10,104 | $ | (131) |
| GAAP Income (Loss), Net of Tax | $ | 124 | $ | 240 | $ | (116) | $ | (801) | $ | 925 |
| Operating EBIT1 | $ | 180 | $ | 641 | $ | (461) | $ | (21) | $ | 201 |
| Operating EBITDA1 | $ | 868 | $ | 1,382 | $ | (514) | $ | 703 | $ | 165 |
| GAAP Earnings (Loss) Per Share | $ | 0.08 | $ | 0.30 | $ | (0.22) | $ | (1.18) | $ | 1.26 |
| Operating Earnings Per Share1 | $ | (0.19) | $ | 0.47 | $ | (0.66) | $ | (0.42) | $ | 0.23 |
| Cash Provided by (Used for) Operating Activities - Cont. Ops | $ | 1,130 | $ | 800 | $ | 330 | $ | (470) | $ | 1,600 |
1.Op. Earnings Per Share, Op. EBIT, Op. EBIT Margin and Op. EBITDA, Free Cash Flow and Cash Flow Conversion are non-GAAP measures. See page 6 for further discussion.
®TM Trademark of The Dow Chemical Company or an affiliated company of Dow
Dow reports third quarter 2025 results
CEO QUOTE
“In the third quarter, we delivered sequential earnings and cash flow improvement despite continued pressure across our industry,” said Jim Fitterling, Dow chair and CEO. “Our teams are engaging in productive conversations with governments around the world to keep product moving and to ensure a fair-trade environment. We remain confident that Dow is in a strong position to navigate this environment. Additionally, we captured resilient demand from our new polyethylene and alkoxylation assets in the U.S. Gulf Coast, delivering sequential volume and earnings growth in key end markets at higher margins. We remain on track to deliver more than $6.5 billion in near-term cash support, with over half already achieved. This includes a reduction in CapEx spending of $1 billion this year, as well as the accelerated delivery of our previously announced $1 billion in targeted cost reductions by the end of 2026. Our performance demonstrates the strength of Dow’s competitive advantages and our disciplined focus on key value drivers within our control.”
SEGMENT HIGHLIGHTS
Packaging & Specialty Plastics
| Three Months Ended Sep 30 | Three Months Ended Jun 30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In millions | 3Q25 | 3Q24 | vs. SQLY<br><br>[B / (W)] | 2Q25 | vs. PQ<br><br>[B / (W)] | |||||
| Net Sales | $ | 4,891 | $ | 5,516 | $ | (625) | $ | 5,025 | $ | (134) |
| Operating EBIT | $ | 199 | $ | 618 | $ | (419) | $ | 71 | $ | 128 |
| Equity Earnings (Losses) | $ | (6) | $ | 16 | $ | (22) | $ | 7 | $ | (13) |
Packaging & Specialty Plastics segment net sales in the quarter were $4.9 billion, down 11% versus the year-ago period1. Local price decreased 10% year-over-year, primarily driven by lower downstream polymer prices. Currency increased net sales by 1%. Volume decreased 1% year-over-year, driven by lower licensing revenue and merchant olefins sales, partly offset by higher polyethylene volumes. On a sequential basis, net sales declined, primarily driven by lower prices for downstream polymers and olefins.
Equity losses for the segment were $6 million, a decrease of $22 million compared to the prior year, due to lower integrated margins at the Kuwait joint ventures and lower supply availability at Sadara as the result of an unplanned event in July. The impacted asset is currently back up and running. Sequentially, equity earnings decreased by $13 million, primarily driven by higher losses at Sadara.
Op. EBIT was $199 million, a decrease of $419 million compared to the year-ago period, primarily driven by lower integrated margins. Sequentially, Op. EBIT increased by $128 million, driven by higher integrated margins and operating rates, our new polyethylene unit in Freeport, TX, and lower fixed costs.
Packaging and Specialty Plastics business reported a net sales decrease versus the year-ago period, driven by lower downstream polymer prices and lower licensing revenue, partly offset by higher demand for flexible packaging applications. Sequentially, net sales were flat, as higher demand for flexible packaging was offset by lower prices.
Hydrocarbons & Energy business reported a net sales decrease both year-over-year and sequentially, driven by lower merchant olefins sales in EMEAI.
1.Includes a 1% unfavorable impact from the sale of the flexible packaging laminating adhesives business in the fourth quarter of 2024 which is presented as “Portfolio & Other” in the Sales Variances by Segment and Geographic Region table on page 10.
Dow reports third quarter 2025 results
Industrial Intermediates & Infrastructure
| Three Months Ended Sep 30 | Three Months Ended Jun 30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In millions | 3Q25 | 3Q24 | vs. SQLY<br><br>[B / (W)] | 2Q25 | vs. PQ<br><br>[B / (W)] | |||||
| Net Sales | $ | 2,834 | $ | 2,962 | $ | (128) | $ | 2,786 | $ | 48 |
| Operating EBIT | $ | (47) | $ | (53) | $ | 6 | $ | (185) | $ | 138 |
| Equity Earnings (Losses) | $ | (68) | $ | (17) | $ | (51) | $ | (39) | $ | (29) |
Industrial Intermediates & Infrastructure segment net sales were $2.8 billion, down 4% versus the year-ago period. Local price declined 8% year-over-year, reflecting decreases in both businesses. Currency increased net sales by 2%. Volume increased 2% year-over-year, driven by higher volumes in the U.S. and Canada in both businesses. On a sequential basis, net sales increased 2% as volume gains in all regions were partly offset by lower prices.
Equity losses for the segment were $68 million, compared to equity losses of $17 million in the year-ago period, primarily driven by lower integrated margins at Sadara and the Kuwait joint ventures. Equity losses in the prior quarter were $39 million. Sequentially, the earnings decline was driven by higher losses at Sadara following the previously mentioned unplanned event in July.
Op. EBIT increased $6 million versus the year-ago period, driven by higher operating rates and lower fixed costs, partly offset by lower prices. On a sequential basis, Op. EBIT increased by $138 million, driven by lower planned maintenance activity and higher volumes in both businesses, supported by the startup of the new alkoxylation unit in Seadrift, TX.
Polyurethanes & Construction Chemicals business reported a decrease in net sales compared to the year-ago period, primarily driven by local price and volume declines, partly offset by increased MDI volumes following a third-party supplier outage in the prior period. Sequentially, net sales increased as higher volumes, primarily in MDI, were partly offset by lower prices in EMEAI.
Industrial Solutions business reported a decrease in net sales compared to the year-ago period, primarily driven by lower local prices, partly offset by higher volumes, led by energy applications, including solutions for data centers. Sequentially, net sales increased, driven by higher volumes from improved supply availability following turnaround activity in the prior period and the startup of our new unit in Seadrift, TX, which partly offset price declines. The new alkoxylation unit targets more resilient home and personal care end markets.
Performance Materials & Coatings
| Three Months Ended Sep 30 | Three Months Ended Jun 30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In millions | 3Q25 | 3Q24 | vs. SQLY<br><br>[B / (W)] | 2Q25 | vs. PQ<br><br>[B / (W)] | |||||
| Net Sales | $ | 2,082 | $ | 2,214 | $ | (132) | $ | 2,129 | $ | (47) |
| Operating EBIT | $ | 80 | $ | 140 | $ | (60) | $ | 152 | $ | (72) |
| Equity Earnings (Losses) | $ | 1 | $ | 1 | $ | 0 | $ | 1 | $ | 0 |
Performance Materials & Coatings segment net sales in the quarter were $2.1 billion, down 6% versus the year-ago period. Local price decreased 5% year-over-year, driven by declines in both businesses. Currency increased net sales by 1%. Volume was down 2% year-over-year, primarily driven by lower volumes in Consumer Solutions, led by upstream siloxanes. On a sequential basis, net sales were down 2% driven by lower prices and seasonally lower demand for coatings applications, partly offset by volume gains in Consumer Solutions.
Dow reports third quarter 2025 results
Op. EBIT decreased $60 million versus the year-ago period, driven primarily by lower prices, partly offset by lower fixed costs. Sequentially, Op. EBIT decreased $72 million, driven by margin compression, led by upstream siloxanes, and seasonally lower volumes, partly offset by lower fixed costs.
Consumer Solutions business reported a decrease in net sales versus the year-ago period, as higher demand for downstream electronics and home care applications was more than offset by lower prices across the business and lower upstream siloxanes volumes. Sequentially, net sales increased, driven by higher demand for both upstream siloxanes and downstream silicones, partly offset by lower prices.
Coatings & Performance Monomers business reported a decrease in net sales compared to the year-ago period, driven by lower prices, led by declines in acrylic monomers. Sequentially, net sales decreased, primarily driven by seasonally lower demand as well as lower prices, primarily in acrylic monomers.
OUTLOOK
“Our teams are staying close to our customers, maintaining the financial flexibility we have built, and strengthening Dow’s competitiveness to drive higher earnings,” said Fitterling. “While the near-term market backdrop remains largely unchanged across the end markets Dow serves, we continue to take actions to build on our strong foundation and enable greater long-term shareholder returns when macroeconomic conditions improve. We are focused on resilient areas of our portfolio where we can capture share and premiums. And, we are delivering increased cost savings, rationalizing higher-cost areas of our asset footprint - primarily in Europe - and applying a disciplined approach to our balance sheet and cash flow. As we have demonstrated, we are committed to identifying and implementing additional targeted initiatives designed to enhance Dow’s earnings and further optimize our cost structure.”
Conference Call
Dow will host a live webcast of its quarterly earnings conference call with investors to discuss its results, business outlook and other matters today at 8:00 a.m. ET. The webcast and slide presentation that accompany the conference call will be posted on the events and presentations page of investors.dow.com.
About Dow
Dow (NYSE: DOW) is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications. Our global breadth, asset integration and scale, focused innovation, leading business positions and commitment to sustainability enable us to achieve profitable growth and help deliver a sustainable future. We operate manufacturing sites in 30 countries and employ approximately 36,000 people. Dow delivered sales of approximately $43 billion in 2024. References to Dow or the Company mean Dow Inc. and its subsidiaries. Learn more about us and our ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world by visiting www.dow.com.
For further information, please contact:
| Investors: | Media: |
|---|---|
| Andrew Riker | Sarah Young |
| ajriker@dow.com | syoung3@dow.com |
Dow reports third quarter 2025 results
Cautionary Statement about Forward-Looking Statements
Certain statements in this press release are “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases.
Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow’s products; Dow’s expenses, future revenues and profitability; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflicts between Russia and Ukraine and in the Middle East; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow's contemplated capital and operating projects; Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe, including the completion and success of its integrated ethylene cracker and derivatives facility in Alberta, Canada; size of the markets for Dow’s products and services and ability to compete in such markets; Dow’s ability to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow’s products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow’s intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow’s significant customers and suppliers; changes in public sentiment and political leadership; increased concerns about plastics in the environment and lack of a circular economy for plastics at scale; changes in consumer preferences and demand; changes in laws and regulations, political conditions, tariffs and trade policies, or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business, logistics, and supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflicts between Russia and Ukraine and in the Middle East; weather events and natural disasters; disruptions in Dow’s information technology networks and systems, including the impact of cyberattacks; risks related to Dow’s separation from DowDuPont Inc. such as Dow’s obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities; and any global and regional economic impacts of a pandemic or other public health-related risks and events on Dow’s business.
Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the Company's subsequent Quarterly Reports on Form 10-Q. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow’s business. Dow Inc. and The Dow Chemical Company and its consolidated subsidiaries assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.
®TM Trademark of The Dow Chemical Company or an affiliated company of Dow
Non-GAAP Financial Measures
This earnings release includes information that does not conform to GAAP and are considered non-GAAP measures. Management uses these measures internally for planning, forecasting and evaluating the performance of the Company's segments, including allocating resources. Dow's management believes that these non-GAAP measures best reflect the ongoing performance of the Company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the Company and a more useful comparison of year-over-year results. These non-GAAP measures supplement the Company's GAAP disclosures and should not be viewed as alternatives to GAAP measures of performance. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Non-GAAP measures included in this release are defined below. Reconciliations for these non-GAAP measures to GAAP are provided in the Selected Financial Information and Non-GAAP Measures section starting on page 11. Dow does not provide forward-looking GAAP financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most comparable GAAP financial measures on a forward-looking basis because the Company is unable to predict with reasonable certainty the ultimate outcome of pending litigation, unusual gains and losses, foreign currency exchange gains or losses and potential future asset impairments, as well as discrete taxable events, without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP results for the guidance period.
Operating Earnings Per Share is defined as "Earnings (loss) per common share - diluted" excluding the after-tax impact of significant items.
Operating EBIT is defined as earnings (i.e., "Income (loss) before income taxes") before interest, excluding the impact of significant items.
Operating EBIT Margin is defined as Operating EBIT as a percentage of net sales.
Operating EBITDA is defined as earnings (i.e., "Income (loss) before income taxes") before interest, depreciation and amortization, excluding the impact of significant items.
Free Cash Flow is defined as "Cash provided by (used for) operating activities - continuing operations," less capital expenditures. Under this definition, Free Cash Flow represents the cash generated by the Company from operations after investing in its asset base. Free Cash Flow, combined with cash balances and other sources of liquidity, represent the cash available to fund obligations and provide returns to shareholders. Free Cash Flow is an integral financial measure used in the Company's financial planning process.
Cash Flow Conversion is defined as "Cash provided by (used for) operating activities - continuing operations," divided by Operating EBITDA. Management believes Cash Flow Conversion is an important financial metric as it helps the Company determine how efficiently it is converting its earnings into cash flow.
Operating Return on Capital (ROC) is defined as net operating profit after tax, excluding the impact of significant items, divided by total average capital, also referred to as ROIC.
Dow Inc. and Subsidiaries
Consolidated Statements of Income
| In millions, except per share amounts (Unaudited) | Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Sep 30, 2025 | Sep 30, 2024 | Sep 30, 2025 | Sep 30, 2024 | ||||||
| Net sales | $ | 9,973 | $ | 10,879 | $ | 30,508 | $ | 32,559 | |
| Cost of sales | 9,242 | 9,809 | 28,523 | 28,888 | |||||
| Research and development expenses | 191 | 208 | 579 | 608 | |||||
| Selling, general and administrative expenses | 340 | 396 | 1,053 | 1,228 | |||||
| Amortization of intangibles | 46 | 76 | 185 | 234 | |||||
| Restructuring and asset related charges - net | 23 | 24 | 822 | 69 | |||||
| Equity in earnings (losses) of nonconsolidated affiliates | (72) | 2 | (122) | 45 | |||||
| Sundry income (expense) - net | 185 | 119 | 345 | 256 | |||||
| Interest income | 47 | 36 | 114 | 143 | |||||
| Interest expense and amortization of debt discount | 221 | 199 | 646 | 595 | |||||
| Income (loss) before income taxes | 70 | 324 | (963) | 1,381 | |||||
| Provision (credit) for income taxes | (54) | 84 | 4 | 145 | |||||
| Net income (loss) | 124 | 240 | (967) | 1,236 | |||||
| Net income attributable to noncontrolling interests | 62 | 26 | 113 | 67 | |||||
| Net income (loss) available for Dow Inc. common stockholders | $ | 62 | $ | 214 | $ | (1,080) | $ | 1,169 | |
| Per common share data: | |||||||||
| Earnings (loss) per common share - basic | $ | 0.08 | $ | 0.30 | $ | (1.53) | $ | 1.65 | |
| Earnings (loss) per common share - diluted | $ | 0.08 | $ | 0.30 | $ | (1.53) | $ | 1.65 | |
| Weighted-average common shares outstanding - basic | 711.8 | 702.3 | 709.4 | 703.5 | |||||
| Weighted-average common shares outstanding - diluted | 713.2 | 703.6 | 709.4 | 704.9 |
Dow Inc. and Subsidiaries
Consolidated Balance Sheets
| In millions, except share amounts (Unaudited) | Sep 30,<br>2025 | Dec 31,<br>2024 | ||
|---|---|---|---|---|
| Assets | ||||
| Current Assets | ||||
| Cash and cash equivalents | $ | 4,609 | $ | 2,189 |
| Accounts and notes receivable: | ||||
| Trade (net of allowance for doubtful receivables - 2025: $71; 2024: $95) | 5,044 | 4,756 | ||
| Other | 2,117 | 2,108 | ||
| Inventories | 6,675 | 6,544 | ||
| Other current assets | 1,201 | 993 | ||
| Total current assets (variable interest entities restricted - 2025: $219; 2024: $55) | 19,646 | 16,590 | ||
| Investments | ||||
| Investment in nonconsolidated affiliates | 1,255 | 1,266 | ||
| Other investments (investments carried at fair value - 2025: $2,073; 2024: $2,047) | 2,812 | 3,033 | ||
| Noncurrent receivables | 427 | 380 | ||
| Total investments | 4,494 | 4,679 | ||
| Property | ||||
| Property | 65,327 | 62,121 | ||
| Less: Accumulated depreciation | 42,788 | 40,117 | ||
| Net property (variable interest entities restricted - 2025: $2,357; 2024: $122) | 22,539 | 22,004 | ||
| Other Assets | ||||
| Goodwill | 8,690 | 8,565 | ||
| Other intangible assets (net of accumulated amortization - 2025: $5,702; 2024: $5,394) | 1,546 | 1,721 | ||
| Operating lease right-of-use assets | 1,314 | 1,268 | ||
| Deferred income tax assets | 1,418 | 1,257 | ||
| Deferred charges and other assets | 1,343 | 1,228 | ||
| Total other assets (variable interest entities restricted - 2025: $232; 2024: $15) | 14,311 | 14,039 | ||
| Total Assets | $ | 60,990 | $ | 57,312 |
| Liabilities and Equity | ||||
| Current Liabilities | ||||
| Notes payable | $ | 133 | $ | 135 |
| Long-term debt due within one year | 413 | 497 | ||
| Accounts payable: | ||||
| Trade | 4,535 | 4,847 | ||
| Other | 1,673 | 1,694 | ||
| Operating lease liabilities - current | 324 | 318 | ||
| Income taxes payable | 271 | 276 | ||
| Accrued and other current liabilities | 2,755 | 2,521 | ||
| Total current liabilities (variable interest entities nonrecourse - 2025: $413; 2024: $24) | 10,104 | 10,288 | ||
| Long-Term Debt (variable interest entities nonrecourse - 2025: $172; 2024: $—) | 17,709 | 15,711 | ||
| Other Noncurrent Liabilities | ||||
| Deferred income tax liabilities | 383 | 392 | ||
| Pension and other postretirement benefits - noncurrent | 4,656 | 4,736 | ||
| Asbestos-related liabilities - noncurrent | 645 | 713 | ||
| Operating lease liabilities - noncurrent | 1,046 | 984 | ||
| Other noncurrent obligations | 7,383 | 6,637 | ||
| Total other noncurrent liabilities (variable interest entities nonrecourse - 2025: $353; 2024: $13) | 14,113 | 13,462 | ||
| Stockholders’ Equity | ||||
| Common stock (authorized 5,000,000,000 shares of $0.01 par value each;<br>issued 2025: 785,965,252 shares; 2024: 784,471,939 shares) | 8 | 8 | ||
| Additional paid-in capital | 11,099 | 9,203 | ||
| Retained earnings | 18,576 | 20,909 | ||
| Accumulated other comprehensive loss | (7,763) | (8,110) | ||
| Treasury stock at cost (2025: 75,197,860 shares; 2024: 80,859,145 shares) | (4,379) | (4,655) | ||
| Dow Inc.’s stockholders’ equity | 17,541 | 17,355 | ||
| Noncontrolling interests | 1,523 | 496 | ||
| Total equity | 19,064 | 17,851 | ||
| Total Liabilities and Equity | $ | 60,990 | $ | 57,312 |
Dow Inc. and Subsidiaries
Consolidated Statements of Cash Flows
| In millions (Unaudited) | Nine Months Ended | ||||
|---|---|---|---|---|---|
| Sep 30,<br>2025 | Sep 30,<br>2024 | ||||
| Operating Activities | |||||
| Net income (loss) | $ | (967) | $ | 1,236 | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
| Depreciation and amortization | 2,126 | 2,143 | |||
| Credit for deferred income tax | (179) | (134) | |||
| Earnings of nonconsolidated affiliates less than dividends received | 312 | 221 | |||
| Net periodic pension benefit credit | (73) | (143) | |||
| Pension contributions | (145) | (92) | |||
| Net gain on sales of assets, businesses and investments | (211) | (58) | |||
| Restructuring and asset related charges - net | 822 | 69 | |||
| Other net loss | 134 | 332 | |||
| Changes in assets and liabilities, net of effects of acquired and divested companies: | |||||
| Accounts and notes receivable | (400) | (818) | |||
| Inventories | (132) | (676) | |||
| Accounts payable | (492) | 601 | |||
| Other assets and liabilities, net | (31) | (589) | |||
| Cash provided by operating activities - continuing operations | 764 | 2,092 | |||
| Cash provided by (used for) operating activities - discontinued operations | (16) | 8 | |||
| Cash provided by operating activities | 748 | 2,100 | |||
| Investing Activities | |||||
| Capital expenditures | (1,911) | (2,173) | |||
| Proceeds from incentives related to capital expenditures | 132 | — | |||
| Investment in gas field developments | (110) | (157) | |||
| Proceeds from sales of property, businesses and consolidated companies, net of cash divested | 135 | 36 | |||
| Acquisitions of property and businesses, net of cash acquired | — | (121) | |||
| Investments in and loans to nonconsolidated affiliates | (21) | (25) | |||
| Proceeds from sales of ownership interests in nonconsolidated affiliates | 125 | — | |||
| Purchases of investments | (523) | (1,381) | |||
| Proceeds from sales and maturities of investments | 711 | 2,386 | |||
| Other investing activities, net | 5 | (21) | |||
| Cash used for investing activities | (1,457) | (1,456) | |||
| Financing Activities | |||||
| Changes in short-term notes payable | 36 | (61) | |||
| Proceeds from issuance of short-term debt greater than three months | 50 | 114 | |||
| Payments on short-term debt greater than three months | (46) | (6) | |||
| Proceeds from issuance of long-term debt | 2,652 | 1,443 | |||
| Payments on long-term debt | (1,207) | (224) | |||
| Collections on securitization programs, net of remittances | (3) | 28 | |||
| Purchases of treasury stock | — | (494) | |||
| Proceeds from issuance of stock | — | 51 | |||
| Transaction financing, debt issuance and other costs | (130) | (13) | |||
| Employee taxes paid for share-based payment arrangements | (16) | (38) | |||
| Distributions to noncontrolling interests | (93) | (49) | |||
| Proceeds from sale of noncontrolling interests | 2,943 | — | |||
| Dividends paid to stockholders | (1,239) | (1,474) | |||
| Other financing activities, net | (6) | — | |||
| Cash provided by (used for) financing activities | 2,941 | (723) | |||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 259 | 18 | |||
| Summary | |||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 2,491 | (61) | |||
| Cash, cash equivalents and restricted cash at beginning of period | 2,263 | 3,048 | |||
| Cash, cash equivalents and restricted cash at end of period | $ | 4,754 | $ | 2,987 | |
| Less: Restricted cash and cash equivalents, included in "Other current assets" | 145 | 104 | |||
| Cash and cash equivalents at end of period | $ | 4,609 | $ | 2,883 |
Dow Inc. and Subsidiaries
Net Sales by Segment and Geographic Region
| Net Sales by Segment | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In millions (Unaudited) | Sep 30, 2025 | Sep 30, 2024 | Sep 30, 2025 | Sep 30, 2024 | ||||||||||||||||||||||||||
| Packaging & Specialty Plastics | $ | 4,891 | $ | 5,516 | $ | 15,226 | $ | 16,461 | ||||||||||||||||||||||
| Industrial Intermediates & Infrastructure | 2,834 | 2,962 | 8,475 | 8,921 | ||||||||||||||||||||||||||
| Performance Materials & Coatings | 2,082 | 2,214 | 6,282 | 6,609 | ||||||||||||||||||||||||||
| Corporate | 166 | 187 | 525 | 568 | ||||||||||||||||||||||||||
| Total | $ | 9,973 | $ | 10,879 | $ | 30,508 | $ | 32,559 | ||||||||||||||||||||||
| U.S. & Canada | $ | 3,914 | $ | 4,149 | $ | 12,129 | $ | 12,470 | ||||||||||||||||||||||
| EMEAI 1 | 3,090 | 3,568 | 9,636 | 10,624 | ||||||||||||||||||||||||||
| Asia Pacific | 1,838 | 1,890 | 5,433 | 5,712 | ||||||||||||||||||||||||||
| Latin America | 1,131 | 1,272 | 3,310 | 3,753 | ||||||||||||||||||||||||||
| Total | $ | 9,973 | $ | 10,879 | $ | 30,508 | $ | 32,559 | ||||||||||||||||||||||
| Net Sales Variance by Segment and Geographic Region | Three Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2025 | ||||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Local Price & Product Mix | Currency | Volume | Portfolio & Other 2 | Total | Local Price & Product Mix | Currency | Volume | Portfolio & Other 2 | Total | |||||||||||||||||||||
| Percent change from prior year | ||||||||||||||||||||||||||||||
| Packaging & Specialty Plastics | (10) | % | 1 | % | (1) | % | (1) | % | (11) | % | (8) | % | — | % | 1 | % | (1) | % | (8) | % | ||||||||||
| Industrial Intermediates & Infrastructure | (8) | 2 | 2 | — | (4) | (5) | — | — | — | (5) | ||||||||||||||||||||
| Performance Materials & Coatings | (5) | 1 | (2) | — | (6) | (3) | — | (2) | — | (5) | ||||||||||||||||||||
| Total | (8) | % | 1 | % | (1) | % | — | % | (8) | % | (6) | % | — | % | — | % | — | % | (6) | % | ||||||||||
| Total, excluding the Hydrocarbons & Energy business | (8) | % | 1 | % | — | % | — | % | (7) | % | (6) | % | — | % | — | % | (1) | % | (7) | % | ||||||||||
| U.S. & Canada | (9) | % | — | % | 3 | % | — | % | (6) | % | (5) | % | — | % | 3 | % | (1) | % | (3) | % | ||||||||||
| EMEAI 1 | (8) | 4 | (8) | (1) | (13) | (6) | 1 | (3) | (1) | (9) | ||||||||||||||||||||
| Asia Pacific | (9) | — | 6 | — | (3) | (8) | — | 3 | — | (5) | ||||||||||||||||||||
| Latin America | (8) | — | (3) | — | (11) | (8) | — | (4) | — | (12) | ||||||||||||||||||||
| Total | (8) | % | 1 | % | (1) | % | — | % | (8) | % | (6) | % | — | % | — | % | — | % | (6) | % | ||||||||||
| Net Sales Variance by Segment and Geographic Region | Three Months Ended Sep 30, 2025 | |||||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||
| Local Price & Product Mix | Currency | Volume | Total | |||||||||||||||||||||||||||
| Percent change from prior quarter | ||||||||||||||||||||||||||||||
| Packaging & Specialty Plastics | (2) | % | 1 | % | (2) | % | (3) | % | ||||||||||||||||||||||
| Industrial Intermediates & Infrastructure | (4) | 1 | 5 | 2 | ||||||||||||||||||||||||||
| Performance Materials & Coatings | (3) | 1 | — | (2) | ||||||||||||||||||||||||||
| Total | (3) | % | 1 | % | 1 | % | (1) | % | ||||||||||||||||||||||
| Total, excluding the Hydrocarbons & Energy business | (3) | % | 1 | % | 2 | % | — | % | ||||||||||||||||||||||
| U.S. & Canada | (2) | % | — | % | — | % | (2) | % | ||||||||||||||||||||||
| EMEAI 1 | (4) | 2 | (4) | (6) | ||||||||||||||||||||||||||
| Asia Pacific | (3) | — | 9 | 6 | ||||||||||||||||||||||||||
| Latin America | (2) | — | 4 | 2 | ||||||||||||||||||||||||||
| Total | (3) | % | 1 | % | 1 | % | (1) | % |
1.Europe, Middle East, Africa and India.
2.Portfolio & Other includes the sales impact of the flexible packaging laminating adhesives business, which was sold to Arkema S.A. in the fourth quarter of 2024.
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures
| Operating EBIT by Segment | Three Months Ended | Nine Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In millions (Unaudited) | Sep 30, 2025 | Sep 30, 2024 | Sep 30, 2025 | Sep 30, 2024 | ||||||
| Packaging & Specialty Plastics | $ | 199 | $ | 618 | $ | 612 | $ | 1,926 | ||
| Industrial Intermediates & Infrastructure | (47) | (53) | (360) | 41 | ||||||
| Performance Materials & Coatings | 80 | 140 | 281 | 327 | ||||||
| Corporate | (52) | (64) | (144) | (160) | ||||||
| Total | $ | 180 | $ | 641 | $ | 389 | $ | 2,134 | ||
| Depreciation and Amortization by Segment | Three Months Ended | Nine Months Ended | ||||||||
| In millions (Unaudited) | Sep 30, 2025 | Sep 30, 2024 | Sep 30, 2025 | Sep 30, 2024 | ||||||
| Packaging & Specialty Plastics | $ | 349 | $ | 384 | $ | 1,078 | $ | 1,098 | ||
| Industrial Intermediates & Infrastructure | 158 | 155 | 457 | 443 | ||||||
| Performance Materials & Coatings | 174 | 194 | 566 | 578 | ||||||
| Corporate | 7 | 8 | 25 | 24 | ||||||
| Total | $ | 688 | $ | 741 | $ | 2,126 | $ | 2,143 | ||
| Operating EBITDA by Segment | Three Months Ended | Nine Months Ended | ||||||||
| In millions (Unaudited) | Sep 30, 2025 | Sep 30, 2024 | Sep 30, 2025 | Sep 30, 2024 | ||||||
| Packaging & Specialty Plastics | $ | 548 | $ | 1,002 | $ | 1,690 | $ | 3,024 | ||
| Industrial Intermediates & Infrastructure | 111 | 102 | 97 | 484 | ||||||
| Performance Materials & Coatings | 254 | 334 | 847 | 905 | ||||||
| Corporate | (45) | (56) | (119) | (136) | ||||||
| Total | $ | 868 | $ | 1,382 | $ | 2,515 | $ | 4,277 | ||
| Equity in Earnings (Losses) of Nonconsolidated Affiliates by Segment | Three Months Ended | Nine Months Ended | ||||||||
| In millions (Unaudited) | Sep 30, 2025 | Sep 30, 2024 | Sep 30, 2025 | Sep 30, 2024 | ||||||
| Packaging & Specialty Plastics | $ | (6) | $ | 16 | $ | 40 | $ | 96 | ||
| Industrial Intermediates & Infrastructure | (68) | (17) | (165) | (63) | ||||||
| Performance Materials & Coatings | 1 | 1 | 2 | 9 | ||||||
| Corporate | 1 | 2 | 1 | 3 | ||||||
| Total | $ | (72) | $ | 2 | $ | (122) | $ | 45 | ||
| Reconciliation of "Net income (loss)" to "Operating EBIT" | Three Months Ended | Nine Months Ended | ||||||||
| In millions (Unaudited) | Jun 30, 2025 | Sep 30, 2025 | Sep 30, 2024 | Sep 30, 2025 | Sep 30, 2024 | |||||
| Net income (loss) | $ | (801) | $ | 124 | $ | 240 | $ | (967) | $ | 1,236 |
| + Provision (credit) for income taxes | 142 | (54) | 84 | 4 | 145 | |||||
| Income (loss) before income taxes | $ | (659) | $ | 70 | $ | 324 | $ | (963) | $ | 1,381 |
| - Interest income | 39 | 47 | 36 | 114 | 143 | |||||
| + Interest expense and amortization of debt discount | 209 | 221 | 199 | 646 | 595 | |||||
| - Significant items | (468) | 64 | (154) | (820) | (301) | |||||
| Operating EBIT (non-GAAP) | $ | (21) | $ | 180 | $ | 641 | $ | 389 | $ | 2,134 |
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures
| Significant Items Impacting Results for the Three Months Ended Sep 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| In millions, except per share amounts (Unaudited) | Pretax 1 | Net Income 2 | EPS 3 | Income Statement Classification | |||
| Reported results | $ | 70 | $ | 62 | $ | 0.08 | |
| Less: Significant items | |||||||
| 2025 Restructuring Program severance and related benefit costs and asset related charges 4 | (23) | (18) | (0.02) | Restructuring and asset related charges - net | |||
| Implementation costs 5 | (5) | (4) | (0.01) | Cost of sales ($4 million);<br><br>SG&A ($1 million) | |||
| Net gain on divestitures and asset sale 6 | 110 | 110 | 0.15 | Sundry income (expense) - net | |||
| Loss on early extinguishment of debt | (18) | (14) | (0.02) | Sundry income (expense) - net | |||
| Income tax related items 7 | — | 120 | 0.17 | Provision for income taxes | |||
| Total significant items | $ | 64 | $ | 194 | $ | 0.27 | |
| Operating results (non-GAAP) | $ | 6 | $ | (132) | $ | (0.19) | |
| Significant Items Impacting Results for the Three Months Ended Sep 30, 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| In millions, except per share amounts (Unaudited) | Pretax 1 | Net Income 2 | EPS 3 | Income Statement Classification | |||
| Reported results | $ | 324 | $ | 214 | $ | 0.30 | |
| Less: Significant items | |||||||
| Restructuring, implementation and efficiency costs, and asset related charges - net 8 | (79) | (62) | (0.09) | Cost of sales ($47 million);<br><br>R&D ($1 million); SG&A ($7 million); Restructuring and asset related charges - net ($24 million) | |||
| Indemnification and other transaction related costs 9 | (75) | (58) | (0.08) | Cost of sales | |||
| Total significant items | $ | (154) | $ | (120) | $ | (0.17) | |
| Operating results (non-GAAP) | $ | 478 | $ | 334 | $ | 0.47 |
1."Income (loss) before income taxes."
2."Net income (loss) available for Dow Inc. common stockholders." The income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
3."Earnings (loss) per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.
4.Severance and related benefit costs and impairment charges related to the write-down of certain manufacturing facilities, corporate assets, leased, non-manufacturing facilities, exit and disposal costs and other miscellaneous assets associated with the Company's 2025 Restructuring Program.
5.Implementation costs associated with the Company's 2025 Restructuring Program and the sale of membership interests of the Company's formerly wholly owned subsidiary, Dow InfraCo, LLC.
6.Related to a gain on the sale of the Company's ownership interest in a nonconsolidated affiliate.
7.Related to a tax benefit stemming from the U.S. Tax Court's decision in Varian Medical Systems Inc. v. Commissioner and a basis adjustment related to the consolidated infrastructure entity.
8.Restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program.
9.Includes a charge related to an arbitration settlement agreement for historical product claims from a divested business.
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures
| Significant Items Impacting Results for the Nine Months Ended Sep 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| In millions, except per share amounts (Unaudited) | Pretax 1 | Net Income 2 | EPS 3 | Income Statement Classification | |||
| Reported results | $ | (963) | $ | (1,080) | $ | (1.53) | |
| Less: Significant items | |||||||
| Restructuring, implementation and efficiency costs, and asset related charges - net 4 | (51) | (39) | (0.05) | Cost of sales ($44 million);<br><br>R&D ($1 million); SG&A ($4 million); Restructuring and asset related charges - net ($1 million); Sundry income (expense) - net ($1 million) | |||
| 2025 Restructuring Program severance and related benefit costs and asset related charges 5 | (821) | (653) | (0.92) | Restructuring and asset related charges - net | |||
| Implementation costs 6 | (10) | (8) | (0.02) | Cost of sales ($5 million);<br><br>SG&A ($5 million) | |||
| Net gain on divestitures and asset sale 7 | 213 | 187 | 0.26 | Sundry income (expense) - net | |||
| Litigation related charges, awards and adjustments 8 | 42 | 33 | 0.05 | Cost of sales | |||
| Loss on early extinguishment of debt | (78) | (62) | (0.09) | Sundry income (expense) - net | |||
| Indemnification and other transaction related costs 9 | (115) | (93) | (0.13) | Cost of sales ($98 million); Sundry income (expense) - net ($17 million) | |||
| Income tax related items 10 | — | (33) | (0.05) | Provision for income taxes | |||
| Total significant items | $ | (820) | $ | (668) | $ | (0.95) | |
| Operating results (non-GAAP) | $ | (143) | $ | (412) | $ | (0.58) | |
| Significant Items Impacting Results for the Nine Months Ended Sep 30, 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| In millions, except per share amounts (Unaudited) | Pretax 1 | Net Income 2 | EPS 3 | Income Statement Classification | |||
| Reported results | $ | 1,381 | $ | 1,169 | $ | 1.65 | |
| Less: Significant items | |||||||
| Restructuring, implementation and efficiency costs, and asset related charges - net 4 | (226) | (177) | (0.25) | Cost of sales ($124 million);<br><br>R&D ($3 million); SG&A ($30 million); Restructuring and asset related charges - net ($69 million) | |||
| Indemnification and other transaction related costs 9 | (75) | (58) | (0.08) | Cost of sales | |||
| Income tax related items 10 | — | 194 | 0.27 | Provision for income taxes | |||
| Total significant items | $ | (301) | $ | (41) | $ | (0.06) | |
| Operating results (non-GAAP) | $ | 1,682 | $ | 1,210 | $ | 1.71 |
1."Income (loss) before income taxes."
2."Net income (loss) available for Dow Inc. common stockholders." The income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
3."Earnings (loss) per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.
4.Restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program. Also includes impairment charges related to the write-down of certain manufacturing assets, partly offset by an asset related credit adjustment in 2025 and impairment charges related to the write-down of certain manufacturing assets in 2024.
5.Severance and related benefit costs and impairment charges related to the write-down of certain manufacturing facilities, corporate assets, leased, non-manufacturing facilities and other miscellaneous assets associated with the Company's 2025 Restructuring Program.
6.Implementation costs associated with the Company's 2025 Restructuring Program and the sale of membership interests of the Company's formerly wholly owned subsidiary, Dow InfraCo, LLC.
7.Related to a gain on the sale of the soil fumigation product line and a gain on the sale of the Company's ownership interest in a nonconsolidated affiliate.
8.Includes a gain associated with the reassessment of liabilities for certain accrued legacy agricultural products groundwater contamination matters, partially offset by the settlement of a separate claim related to water storage district legacy groundwater contamination matters.
9.Primarily Includes a charge related to an arbitration settlement agreement for historical product claims from a divested business. Also includes charges associated with agreements entered into with DuPont and Corteva as part of the separation and distribution which, among other matters, provides for cross-indemnities and allocations of obligations and liabilities for periods prior to, at and after the completion of the separation.
10.2025 relates to valuation allowances on deferred tax assets in certain foreign jurisdictions, partially offset by a tax benefit stemming from the U.S. Tax Court's decision in Varian Medical Systems Inc. v. Commissioner and a basis adjustment related to the consolidated infrastructure entity. 2024 relates to reassessment of interest and penalties related to a tax matter in a foreign jurisdiction.
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures
| Significant Items Impacting Results for the Three Months Ended Jun 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| In millions, except per share amounts (Unaudited) | Pretax 1 | Net Income 2 | EPS 3 | Income Statement Classification | |||
| Reported results | $ | (659) | $ | (835) | $ | (1.18) | |
| Less: Significant items | |||||||
| 2025 Restructuring Program severance and related benefit costs and asset related charges 4 | (591) | (474) | (0.67) | Restructuring and asset related charges - net | |||
| Implementation costs 5 | (5) | (4) | (0.01) | Cost of sales ($1 million);<br><br>SG&A ($4 million) | |||
| Net gain on divestitures and asset sale 6 | 103 | 77 | 0.11 | Sundry income (expense) - net | |||
| Litigation related charges, awards and adjustments 7 | 42 | 33 | 0.05 | Cost of sales | |||
| Indemnification and other transaction related costs 8 | (17) | (17) | (0.02) | Sundry income (expense) - net | |||
| Income tax related items 9 | — | (153) | (0.22) | Provision for income taxes | |||
| Total significant items | $ | (468) | $ | (538) | $ | (0.76) | |
| Operating results (non-GAAP) | $ | (191) | $ | (297) | $ | (0.42) |
1."Income (loss) before income taxes."
2."Net income (loss) available for Dow Inc. common stockholders." The income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
3."Earnings (loss) per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.
4.Severance and related benefit costs and impairment charges related to the write-down of certain manufacturing facilities, corporate assets, leased, non-manufacturing facilities and other miscellaneous assets associated with the Company's 2025 Restructuring Program.
5.Implementation costs associated with the Company's 2025 Restructuring Program and the sale of membership interests of the Company's wholly owned subsidiary, Dow InfraCo, LLC.
6.Related to a gain on the sale of the soil fumigation product line.
7.Includes a gain associated with the reassessment of liabilities for certain accrued legacy agricultural products groundwater contamination matters, partially offset by the settlement of a separate claim related to water storage district legacy groundwater contamination matters.
8.Primarily related to charges associated with agreements entered into with DuPont and Corteva as part of the separation and distribution which, among other matters, provides for cross-indemnities and allocations of obligations and liabilities for periods prior to, at and after the completion of the separation.
9.Related to valuation allowances on deferred tax assets in certain foreign jurisdictions, partially offset by a tax basis adjustment related to the consolidated infrastructure entity.
| Reconciliation of Free Cash Flow | Three Months Ended | Nine Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In millions (Unaudited) | Sep 30, 2025 | Sep 30, 2024 | Sep 30, 2025 | Sep 30, 2024 | ||||||||
| Cash provided by operating activities - continuing operations (GAAP) | $ | 1,130 | $ | 800 | $ | 764 | $ | 2,092 | ||||
| Capital expenditures | (564) | (736) | (1,911) | (2,173) | ||||||||
| Free Cash Flow (non-GAAP) | $ | 566 | $ | 64 | $ | (1,147) | $ | (81) | ||||
| Reconciliation of Cash Flow Conversion | Three Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| In millions (Unaudited) | Dec 31, 2024 | Mar 31, 2025 | Jun 30, 2025 | Sep 30, 2025 | ||||||||
| Cash provided by (used for) operating activities - continuing operations (GAAP) | $ | 811 | $ | 104 | $ | (470) | $ | 1,130 | ||||
| Net income (loss) (GAAP) | $ | (35) | $ | (290) | $ | (801) | $ | 124 | ||||
| Cash flow from operations to net income (GAAP) 1 | N/A | N/A | N/A | 911.3% | ||||||||
| Cash flow from operations to net income - trailing twelve months (GAAP) 2 | N/A | |||||||||||
| Operating EBITDA (non-GAAP) | $ | 1,205 | $ | 944 | $ | 703 | $ | 868 | ||||
| Cash Flow Conversion (Cash flow from operations to Operating EBITDA) (non-GAAP) | 67.3 | % | 11.0 | % | (66.9) | % | 130.2 | % | ||||
| Cash Flow Conversion - trailing twelve months (non-GAAP) | 42.3 | % |
1.Cash flow from operations to net income is not applicable for the second quarter of 2025, first quarter of 2025 and fourth quarter of 2024 due to a net loss for the period.
2.Cash flow from operations to net income - trailing twelve months is not applicable due to a net loss for the trailing twelve months period.
14