Dow Inc【DOW】株式ニュース

Dow reports first quarter 2026 resultsApril 23, 2026 6:00 AM
PR Newswire (US)

MIDLAND, Mich., April 23, 2026 /PRNewswire/ -- Dow (NYSE: DOW):

FINANCIAL HIGHLIGHTSNet sales were $9.8 billion, down 6% year-over-year, reflecting flat sales in Performance Materials & Coatings and declines in the other operating segments.Volume decreased 2% year-over-year, driven by declines in Industrial Intermediates & Infrastructure, which was impacted by the Middle East conflict. Gains in Packaging & Specialty Plastics from higher polyethylene volumes were more than offset by lower merchant olefins sales following the idling of a cracker in Europe, the Middle East, Africa and India (EMEAI) in mid-2025 and planned maintenance activity in the U.S. Gulf Coast.Local price was down 7% versus the year-ago period.The Company suspended Sadara equity loss recognition in the first quarter of 2026 in accordance with GAAP. The carrying value of all liabilities on the balance sheet reached total existing relevant obligations and commitments.GAAP net loss was $445 million. Op. EBIT1 was $154 million, down $76 million year-over-year. This was primarily driven by lower prices, which were partly offset by tailwinds from the Company's cost reduction program.GAAP loss per share was $0.74; operating earnings per share (EPS)1 was a loss of $0.14, compared to earnings of $0.02 in the year-ago period. Op. EPS excludes significant items totaling $0.60 per share, driven by an adjustment to the Sadara guarantee liability and taxes associated with receipt of payment from NOVA Chemicals related to the Company's ongoing litigation. Cash provided by operating activities – continuing operations was $1.1 billion, up $1.0 billion year-over-year, primarily driven by receipt of payment from NOVA Chemicals and working capital improvements. Returns to shareholders totaled $252 million of dividends in the quarter.CEO QUOTE
"In the first quarter, our results reflect the growing impact of Dow's self-help actions. Additionally, the margin backdrop began to positively inflect in March following global supply constraints, as impacts from the conflict in the Middle East quickly became widespread," said Jim Fitterling, Dow chair and CEO. "The strength of Dow's advantaged portfolio is a clear differentiator, enabling us to win in our key end markets. Our unmatched Americas manufacturing footprint, leading European feedstock flexibility and agile global supply chains allow us to continue to innovate and serve our customers safely and reliably through all cycles and macroeconomic conditions. We also remain steadfast in our commitment to Transform to Outperform, which is already becoming a catalyst for growth, productivity and sustained value creation well into the future."SUMMARY FINANCIAL RESULTS
Three Months Ended Mar 31In millions, except per share amounts1Q261Q25vs. SQLY[B / (W)]Net Sales$9,794$10,431$(637)GAAP Income (Loss) Net of Tax $(445)$(290)$(155)Operating EBIT¹$154$230$(76)Operating EBITDA¹$873$944$(71)GAAP Earnings (Loss) Per Share$(0.74)$(0.44)$(0.30)Operating Earnings Per Share¹$(0.14)$0.02$(0.16)Cash Provided by (Used for) Operating Activities – Cont. Ops$1,124$104$1,020

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 5 for further discussion.®TM Trademark of The Dow Chemical Company or an affiliated company of Dow SEGMENT HIGHLIGHTSPackaging & Specialty Plastics
Three Months Ended Mar 31In millions1Q261Q25vs. SQLY[B / (W)]Net Sales$4,919$5,310$(391)Operating EBIT$208$342$(134)Packaging & Specialty Plastics segment net sales in the quarter were $4.9 billion, down 7% versus the year-ago period. Local price decreased 9% year-over-year, primarily driven by lower polyethylene prices. Currency increased net sales by 3%. Volume decreased 1% year-over-year as higher polyethylene volumes in all regions were offset by lower merchant olefins sales and lower licensing revenue.Op. EBIT was $208 million, a decrease of $134 million compared to the year-ago period, driven by lower integrated margins and higher planned maintenance activity, partly offset by higher polyethylene volumes that were enabled by our new polyethylene unit in Freeport, Texas and tailwinds from the Company's cost reduction program.Packaging and Specialty Plastics business reported a net sales decrease versus the year-ago period, as lower polyethylene prices and lower licensing revenue were partly offset by higher volume in resilient flexible packaging applications.Hydrocarbons & Energy business reported a net sales decrease year-over-year, driven by lower merchant olefins sales due to planned maintenance activity in the U.S. Gulf Coast and the idling of a cracker in EMEAI in mid-2025.Industrial Intermediates & Infrastructure
Three Months Ended Mar 31In millions1Q261Q25vs. SQLY[B / (W)]Net Sales$2,626$2,855$(229)Operating EBIT$(118)$(128)$10Industrial Intermediates & Infrastructure segment net sales were $2.6 billion, down 8% versus the year-ago period. Local price declined 8% year-over-year, reflecting declines in both businesses. Currency increased net sales by 4%. Volume decreased 4% year-over-year, primarily driven by lower volumes in Polyurethanes & Construction Chemicals, including impacts from the Middle East conflict. Op. EBIT increased $10 million versus the year-ago period, driven by lower planned maintenance activity, the suspension of the recognition of equity losses from Sadara, and tailwinds from the Company's cost reduction program, which were partly offset by lower prices.Polyurethanes & Construction Chemicals business reported a decrease in net sales compared to the year-ago period, primarily driven by local price, along with lower volumes from the shutdown of our higher-cost upstream propylene oxide unit in the U.S. Gulf Coast in late 2025, and the Middle East conflict.Industrial Solutions business reported a decrease in net sales compared to the year-ago period, as higher volumes from recent alkoxylation investments and increased demand for data center applications were more than offset by lower local prices and lower licensing revenue.Performance Materials & Coatings
Three Months Ended Mar 31In millions1Q261Q25vs. SQLY[B / (W)]Net Sales$2,080$2,071$9Operating EBIT$117$49$68Performance Materials & Coatings segment net sales in the quarter were $2.1 billion, flat versus the year-ago period. Local price decreased 4% year-over-year, driven by a decline in Coatings & Performance Monomers. Currency increased net sales by 2%. Volume increased 2% year-over-year, driven by higher volumes in both businesses, led by growth in downstream silicones and acrylic monomers.Op. EBIT was $117 million, an increase of $68 million versus the year-ago period. This was driven primarily by volume gains across both businesses and lower fixed costs, including lower planned maintenance activity and tailwinds from the Company's cost reduction program, which were partly offset by lower price.Consumer Solutions business reported an increase in net sales versus the year-ago period, driven by currency tailwinds and volume gains in downstream silicones, led by gains in electronics applications globally and home and personal care applications in the U.S. & Canada, which were partially offset by lower local prices.Coatings & Performance Monomers business reported a decrease in net sales compared to the year-ago period, as lower prices were partly offset by higher acrylic monomers volume, primarily in the U.S. & Canada.OUTLOOK
"We are already seeing rapid positive momentum from our announced pricing actions in every business and every region, as well as constructive impacts to our operating rates," said Fitterling. "We are leveraging Dow's purpose-built asset footprint, well-established supply chain routes and leading asset reliability to prioritize our customers and navigate the conflict in the Middle East. At the same time, our teams remain focused on capturing growth in attractive markets while delivering cost savings and cash support. Transform to Outperform aims to radically simplify how we operate, reengineer our processes and cost structures and modernize how we serve our customers. These collective actions position the Company for improved growth and productivity, expanded margins, and higher shareholder returns across the cycle."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, customer-focused innovation and leading business positions enable us to achieve profitable growth and help deliver a sustainable future. We operate manufacturing sites in 29 countries and employ approximately 34,600 people. Dow delivered sales of approximately $40 billion in 2025. References to Dow or the Company mean Dow Inc. and its subsidiaries. Learn more about us at www.dow.com.X: https://twitter.com/DowNewsroom
Facebook: https://www.facebook.com/dow/
LinkedIn: http://www.linkedin.com/company/dow-chemical
Instagram: http://instagram.com/dow_official  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 supply chain, operational or other disruptions, sanctions, export restrictions, 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; Dow's ability to realize expected benefits from Transform to Outperform on the contemplated timeframe; 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, 2025, and the Company's subsequent reports filed with the U.S. Securities and Exchange Commission. 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 "Loss per common share - diluted" excluding the after-tax impact of significant items.Operating EBIT is defined as earnings (i.e., "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., "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 SubsidiariesConsolidated Statements of Income
In millions, except per share amounts (Unaudited)Three Months EndedMar 31,
2026Mar 31,
2025Net sales$    9,794$   10,431Cost of sales9,1549,760Research and development expenses181200Selling, general and administrative expenses417366Amortization of intangibles4676Restructuring and asset related charges - net27208Equity in losses of nonconsolidated affiliates(303)(20)Sundry income (expense) - net12113Interest income4228Interest expense and amortization of debt discount219216Loss before income taxes(390)(374)Provision (credit) for income taxes55(84)Net loss(445)(290)Net income attributable to noncontrolling interests8817Net loss available for Dow Inc. common stockholders$      (533)$      (307)

Per common share data:

Loss per common share - basic$     (0.74)$     (0.44)Loss per common share - diluted$     (0.74)$     (0.44)

Weighted-average common shares outstanding - basic721.2706.9Weighted-average common shares outstanding - diluted721.2706.9 Dow Inc. and SubsidiariesConsolidated Balance Sheets
In millions, except share amounts (Unaudited)Mar 31,
2026Dec 31,
2025Assets

Current Assets

Cash and cash equivalents (variable interest entities restricted - 2026: $259; 2025: $31)$         4,110$         3,816Accounts and notes receivable:

Trade (net of allowance for doubtful receivables - 2026: $63; 2025: $59)5,1854,762Other2,2241,876Inventories6,7756,595Other current assets1,1751,013Total current assets (variable interest entities restricted - 2026: $465; 2025: $228)19,46918,062Investments

Investment in nonconsolidated affiliates1,1381,264Other investments (investments carried at fair value - 2026: $2,236; 2025: $2,212)3,0083,017Noncurrent receivables444309Total investments4,5904,590Property

Property66,01765,863Less: Accumulated depreciation43,90943,613Net property (variable interest entities restricted - 2026: $2,362; 2025: $2,385)22,10822,250Other Assets

Goodwill7,9477,978Other intangible assets (net of accumulated amortization - 2026: $5,770; 2025: $5,727)1,4261,486Operating lease right-of-use assets1,4261,356Deferred income tax assets1,5251,511Deferred charges and other assets1,2891,305Total other assets (variable interest entities restricted - 2026: $220; 2025: $226)13,61313,636Total Assets$       59,780$       58,538Liabilities and Equity

Current Liabilities

Notes payable$             88$             90Long-term debt due within one year793222Accounts payable:

Trade4,7694,151Other1,3921,394Operating lease liabilities - current348340Income taxes payable344337Accrued and other current liabilities2,8022,649Total current liabilities (variable interest entities nonrecourse - 2026: $451; 2025: $438)10,5369,183Long-Term Debt (variable interest entities nonrecourse - 2026: $184; 2025: $190)17,25417,849Other Noncurrent Liabilities

Deferred income tax liabilities348364Pension and other postretirement benefits - noncurrent4,5424,694Asbestos-related liabilities - noncurrent602628Operating lease liabilities - noncurrent1,1461,097Other noncurrent obligations8,5897,201Total other noncurrent liabilities (variable interest entities nonrecourse - 2026: $350; 2025: $364)15,22713,984Stockholders' Equity

Common stock (authorized 5,000,000,000 shares of $0.01 par value each;issued 2026: 791,896,099 shares; 2025: 790,287,565 shares)88Additional paid-in capital11,06211,112Retained earnings15,99216,781Accumulated other comprehensive loss(7,698)(7,660)Treasury stock at cost (2026: 71,154,661 shares; 2025: 73,065,152 shares)(4,115)(4,233)Dow Inc.'s stockholders' equity15,24916,008Noncontrolling interests1,5141,514Total equity16,76317,522Total Liabilities and Equity$       59,780$       58,538 Dow Inc. and SubsidiariesConsolidated Statements of Cash Flows
In millions (Unaudited)Three Months EndedMar 31,
2026Mar 31,
2025Operating Activities

Net loss$         (445)$         (290)Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization719714Credit for deferred income tax(48)(177)Earnings of nonconsolidated affiliates less than dividends received502133Net periodic pension benefit credit(8)(26)Pension contributions(41)(31)Net gain on sales of assets, businesses and investments(4)(2)Restructuring and asset related charges - net27208Other net (gain) loss(14)185Changes in assets and liabilities, net of effects of acquired and divested companies:

Accounts and notes receivable(531)(301)Inventories(180)(221)Accounts payable55138Other assets and liabilities, net596(126)Cash provided by operating activities - continuing operations1,124104Cash provided by (used for) operating activities - discontinued operations—(13)Cash provided by operating activities1,12491Investing Activities

Capital expenditures(503)(685)Proceeds from incentives related to capital expenditures40—Cash flow hedging related to capital expenditures3—Investment in gas field developments(21)(30)Proceeds from sales of property, businesses and consolidated companies, net of cash divested43Investments in and loans to nonconsolidated affiliates—(3)Purchases of investments(331)(104)Proceeds from sales and maturities of investments319416Other investing activities, net412Cash used for investing activities(448)(401)Financing Activities

Changes in short-term notes payable—(1)Proceeds from issuance of short-term debt greater than three months411Payments on short-term debt greater than three months(4)(6)Proceeds from issuance of long-term debt521,013Payments on long-term debt(46)(957)Collections on securitization programs, net of remittances—15Transaction financing, debt issuance and other costs(1)(64)Employee taxes paid for share-based payment arrangements(14)(16)Distributions to noncontrolling interests(59)(22)Dividends paid to stockholders(252)(494)Cash used for financing activities(320)(521)Effect of exchange rate changes on cash, cash equivalents and restricted cash(73)123Summary

Increase (decrease) in cash, cash equivalents and restricted cash283(708)Cash, cash equivalents and restricted cash at beginning of period3,9522,263Cash, cash equivalents and restricted cash at end of period$       4,235$       1,555Less: Restricted cash and cash equivalents, included in "Other current assets"12590Cash and cash equivalents at end of period$       4,110$       1,465 Dow Inc. and SubsidiariesNet Sales by Segment and Geographic Region
Net Sales by SegmentThree Months EndedIn millions (Unaudited)Mar 31,
2026Mar 31,
2025Packaging & Specialty Plastics$    4,919$    5,310Industrial Intermediates & Infrastructure2,6262,855Performance Materials & Coatings2,0802,071Corporate169195Total$    9,794$   10,431U.S. & Canada$    3,796$    4,227EMEAI 13,1843,274Asia Pacific1,7381,858Latin America1,0761,072Total$    9,794$   10,431 Net Sales Variance by Segment and Geographic RegionThree Months Ended Mar 31,2026
Local
Price &
Product
MixCurrencyVolumeTotal
Percent change from prior year
Packaging & Specialty Plastics(9) %3 %(1) %(7) %
Industrial Intermediates & Infrastructure(8)4(4)(8)
Performance Materials & Coatings(4)22—
Total(7) %3 %(2) %(6) %
Total, excluding the Hydrocarbons & Energy business(7) %3 %— %(4) %
U.S. & Canada(6) %— %(4) %(10) %
EMEAI 1(9)8(2)(3)
Asia Pacific(8)2—(6)
Latin America(9)—9—
Total (7) %3 %(2) %(6) %
Europe, Middle East, Africa and India. Dow Inc. and SubsidiariesSelected Financial Information and Non-GAAP Measures
Operating EBIT by SegmentThree Months EndedIn millions (Unaudited)Mar 31,
2026Mar 31,
2025Packaging & Specialty Plastics$       208$       342Industrial Intermediates & Infrastructure(118)(128)Performance Materials & Coatings11749Corporate(53)(33)Total$       154$       230

Depreciation and Amortization by SegmentThree Months EndedIn millions (Unaudited)Mar 31,
2026Mar 31,
2025Packaging & Specialty Plastics$       382$       360Industrial Intermediates & Infrastructure148146Performance Materials & Coatings181200Corporate88Total$       719$       714

Operating EBITDA by SegmentThree Months EndedIn millions (Unaudited)Mar 31,
2026Mar 31,
2025Packaging & Specialty Plastics$       590$       702Industrial Intermediates & Infrastructure3018Performance Materials & Coatings298249Corporate(45)(25)Total$       873$       944

Equity in Losses of Nonconsolidated Affiliates by SegmentThree Months EndedIn millions (Unaudited)Mar 31,
2026Mar 31,
2025Packaging & Specialty Plastics 1$        (63)$         39Industrial Intermediates & Infrastructure 1(242)(58)Performance Materials & Coatings1—Corporate1(1)Total$      (303)$        (20)

Reconciliation of "Net loss" to "Operating EBIT"Three Months EndedIn millions (Unaudited)Mar 31,
2026Mar 31,
2025Net loss$      (445)$      (290)+ Provision (credit) for income taxes55(84)Loss before income taxes $      (390)$      (374)- Interest income4228+ Interest expense and amortization of debt discount219216- Significant items (367)(416)Operating EBIT (non-GAAP)$       154$       230Packaging & Specialty Plastics and Industrial Intermediates & Infrastructure include losses of $81 million and $211 million, respectively, related to the Sadara guarantee liability adjustment, a significant item. Dow Inc. and SubsidiariesSelected Financial Information and Non-GAAP Measures
Significant Items Impacting Results for the Three Months Ended Mar 31, 2026In millions, except per share amounts (Unaudited)Pretax 1Net
income
(loss) 2EPS 3Income Statement ClassificationReported results$    (390)$    (533)$   (0.74)
Less: Significant items

Transform to Outperform 4(80)(63)(0.09)SG&A ($53 million); Restructuring and
asset related charges - net
($27 million) 2025 Restructuring implementation
costs 5(21)(17)(0.02)Cost of sales ($20 million); SG&A ($1 million)Sadara guarantee liability adjustment 6(292)(227)(0.31)Equity in losses of nonconsolidated
affiliatesLitigation related charges, awards and
adjustments 726210.03Sundry income (expense) - netIncome tax related items 8—(150)(0.21)Provision for income taxesTotal significant items$    (367)$    (436)$   (0.60)
Operating results (non-GAAP)$      (23)$      (97)$   (0.14)
Significant Items Impacting Results for the Three Months Ended Mar 31, 2025In millions, except per share amounts (Unaudited)Pretax 1Net
income
(loss) 2EPS 3Income Statement ClassificationReported results $    (374)$    (307)$   (0.44)
Less: Significant items

Restructuring, implementation and
efficiency costs, and asset related
charges - net 9(51)(39)(0.05)Cost of sales ($44 million); R&D ($1 million); SG&A ($4 million);
Restructuring and asset related
charges - net ($1 million); Sundry
income (expense) - net ($1 million)2025 Restructuring Program 10(207)(161)(0.23)Restructuring and asset related
charges - netLoss on early extinguishment of debt(60)(48)(0.07)Sundry income (expense) - netIndemnification and other transaction
related costs 11(98)(76)(0.11)Cost of Sales Total significant items$    (416)$    (324)$   (0.46)
Operating results (non-GAAP)$       42$       17$     0.02
"Loss before income taxes.""Net 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."Losses per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.Costs to achieve and severance and related benefit costs associated with Transform to Outperform.Implementation costs associated with the Company's 2025 Restructuring Program.Loss due to change in fair value of the estimated liability associated with the Company's guarantee of Sadara's project financing debt.Related to a gain associated with a legal matter with Nova Chemicals Corporation ("Nova").Related to tax expense associated with the legal matter with Nova.Restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program and impairment charges related to the write-down of certain manufacturing assets, partly offset by an asset related credit adjustment.Severance and related benefit costs associated with the Company's 2025 Restructuring Program.Includes a charge related to an arbitration settlement agreement for historical product claims from a divested business. Dow Inc. and SubsidiariesSelected Financial Information and Non-GAAP Measures
Reconciliation of Free Cash FlowThree Months EndedIn millions (Unaudited)Mar 31,
2026Mar 31,
2025Cash provided by operating activities - continuing operations (GAAP)$     1,124$        104Capital expenditures(503)(685)Free Cash Flow (non-GAAP)$        621$       (581) Reconciliation of Cash Flow ConversionThree Months EndedIn millions (Unaudited)Jun 30,
2025Sep 30,
2025Dec 31,
2025Mar 31,
2026Cash provided by (used for) operating activities - continuing
operations (GAAP)$    (470)$ 1,130$     298$ 1,124Net income (loss) (GAAP)$    (801)$     124$ (1,477)$    (445)Cash flow from operations to net income (GAAP) 1N/A911.3 %N/AN/ACash flow from operations to net income - trailing twelve months
(GAAP) 2
N/AOperating EBITDA (non-GAAP)$     703$     868$     741$     873Cash Flow Conversion (Cash flow from operations to Operating
EBITDA) (non-GAAP)(66.9) %130.2 %40.2 %128.8 %Cash Flow Conversion - trailing twelve months (non-GAAP)
65.4 %Cash flow from operations to net income is not applicable for the second quarter and fourth quarter of 2025, and first quarter of 2026 due to a net loss for the period.Cash flow from operations to net income - trailing twelve months is not applicable due to a net loss for the trailing twelve months period. For further information, please contact:
Investors:Andrew Rikerajriker@dow.comMedia:Sarah Youngsyoung3@dow.com

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Original: Dow reports first quarter 2026 results

Dow reports fourth quarter 2025 resultsJanuary 29, 2026 6:00 AM
PR Newswire (US)

MIDLAND, Mich., Jan. 29, 2026 /PRNewswire/ -- Dow (NYSE: DOW):

FINANCIAL HIGHLIGHTSNet sales were $9.5 billion, down 9% year-over-year, reflecting declines in all operating segments. Sequentially, net sales were down 5%, led by local price and volume declines from normal seasonality.Volume decreased 2% year-over-year, led by declines in Packaging & Specialty Plastics, driven by lower merchant olefins sales in Europe, the Middle East, Africa and India (EMEAI) following the idling of a cracker in the region earlier in the year. Sequentially, volume decreased 2%, led by normal seasonality across building & construction.Local price was down 8% versus the year-ago period and down 3% sequentially.GAAP net loss was $1.5 billion. Op. EBIT1 was $33 million, down $421 million year-over-year. This was primarily driven by price declines and lower operating rates, which were partly offset by tailwinds from the Company's cost reduction program. Sequentially, Op. EBIT decreased $147 million, driven by margin compression and seasonally lower demand, partly offset by lower fixed costs.GAAP loss per share was $2.15; operating earnings per share (EPS)1 was a loss of $0.34, compared to $0.00 in the year-ago period and a loss of $0.19 in the prior quarter. Op. EPS excludes significant items totaling $1.81 per share, led by impairment charges associated with the Polyurethanes & Construction Chemicals business and non-cash pension settlement charges.Cash provided by operating activities – continuing operations was $298 million, down $513 million year-over-year, primarily driven by lower earnings. Sequentially, it was down $832 million, primarily driven by advance payments received for low-carbon solutions and other long-term supply agreements in the prior quarter.Returns to shareholders totaled $251 million of dividends in the quarter.The Company delivered full year net sales of $40.0 billion in 2025. GAAP net loss was $2.4 billion, down from income of $1.2 billion in 2024. Operating EBIT was $0.4 billion, down from $2.6 billion last year. Cash provided by operating activities – continuing operations was $1.1 billion compared to $2.9 billion in 2024. The Company delivered returns to shareholders of $1.5 billion in dividends.SUMMARY FINANCIAL RESULTS
Three Months Ended Dec 31Three Months Ended Sep 30In millions, except per share amounts4Q254Q24vs. SQLY[B / (W)]3Q25vs. PQ[B / (W)]Net Sales$9,460$10,405$(945)$9,973$(513)GAAP Income (Loss) Net of Tax $(1,477)$(35)$(1,442)$124$(1,601)Operating EBIT¹$33$454$(421)$180$(147)Operating EBITDA¹$741$1,205$(464)$868$(127)GAAP Earnings (Loss) Per Share$(2.15)$(0.08)$(2.07)$0.08$(2.23)Operating Earnings Per Share¹$(0.34)$0.00$(0.34)$(0.19)$(0.15)Cash Provided by (Used for) Operating Activities – Cont. Ops$298$811($513)$1,130($832)

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 DowCEO QUOTE"Dow's self-help measures continue to gain traction and were evident in our fourth quarter results," said Jim Fitterling, Dow chair and CEO. "In 2025, we achieved well over half of our more than $6.5 billion in near-term cash and cost support actions, including the accelerated delivery of more than $400 million in cost savings from our $1 billion program. As we move forward, Transform to Outperform represents a comprehensive and radical simplification of our operating model. It aims to deliver step-change productivity across every business and function and growth with our customers. We expect these efforts to provide at least $2 billion in additional near-term earnings while helping Dow set new competitive standards and improve shareholder returns."SEGMENT HIGHLIGHTSPackaging & Specialty Plastics
Three Months Ended Dec 31Three Months Ended Sep 30In millions4Q254Q24vs. SQLY[B / (W)]3Q25vs. PQ[B / (W)]Net Sales$4,744$5,315$(571)$4,891$(147)Operating EBIT$215$447$(232)$199$16Equity Earnings (Losses)$(5)$(15)$10$(6)$1Packaging & Specialty Plastics segment net sales in the quarter were $4.7 billion, down 11% versus the year-ago period1. Local price decreased 9% year-over-year, primarily driven by lower downstream polymer prices. Currency increased net sales by 1%. Volume decreased 2% year-over-year, driven by lower merchant olefins sales in EMEAI following the idling of one of our crackers in the region earlier in the year. On a sequential basis, net sales declined, primarily driven by lower prices for downstream polymers, which were partly offset by higher licensing revenue.Equity losses for the segment were $5 million, an improvement of $10 million compared to the prior year, primarily driven by lower fixed costs at Sadara. Sequentially, equity earnings were flat as improvements at Sadara following an unplanned outage last quarter were offset by lower earnings at the Thai joint ventures.Op. EBIT was $215 million, a decrease of $232 million compared to the year-ago period, driven by lower integrated margins and operating rates, partly offset by lower fixed costs. Sequentially, Op. EBIT increased by $16 million, driven by lower fixed costs, partly offset by margin compression.Packaging and Specialty Plastics business reported a net sales decrease versus the year-ago period, driven by lower downstream polymer prices and lower demand in photovoltaics, partly offset by higher demand for wire & cable applications. Sequentially, net sales decreased as lower downstream polymer prices, led by EMEAI, were partly offset by higher licensing revenue and volume gains in polyethylene.Hydrocarbons & Energy business reported a net sales decrease both year-over-year and sequentially, driven by lower merchant olefins sales, partly offset by higher energy sales. 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.Industrial Intermediates & Infrastructure
Three Months Ended Dec 31Three Months Ended Sep 30In millions4Q254Q24vs. SQLY[B / (W)]3Q25vs. PQ[B / (W)]Net Sales$2,688$2,948$(260)$2,834$(146)Operating EBIT$(201)$84$(285)$(47)$(154)Equity Earnings (Losses)$(117)$(39)$(78)$(68)$(49)Industrial Intermediates & Infrastructure segment net sales were $2.7 billion, down 9% versus the year-ago period. Local price declined 9% year-over-year, reflecting declines in both businesses. Currency increased net sales by 1%. Volume decreased 1% year-over-year, primarily driven by lower volumes in Polyurethanes & Construction Chemicals. On a sequential basis, net sales decreased 5% as local price declines and seasonally lower volumes in building & construction were partly offset by seasonal increases in deicing fluid demand. Equity losses for the segment were $117 million, compared to equity losses of $39 million in the year-ago period, driven by lower integrated margins for MEG at the Kuwait joint ventures. Equity losses in the prior quarter were $68 million. Sequentially, the earnings decline was primarily driven by lower MEG margins at the Kuwait joint ventures.Op. EBIT decreased $285 million versus the year-ago period, driven by lower integrated margins, partly offset by tailwinds from the Company's cost reduction actions. On a sequential basis, Op. EBIT decreased by $154 million, driven by lower integrated margins and operating rates in both businesses.Polyurethanes & Construction Chemicals business reported a decrease in net sales compared to the year-ago period, primarily driven by local price, along with lower volumes in all regions except the U.S. & Canada. Sequentially, net sales decreased, driven by seasonally lower demand for building & construction applications.Industrial Solutions business reported a decrease in net sales compared to the year-ago period, primarily driven by lower local prices, while higher demand for deicing fluids was offset by lower ethylene oxide project-related catalyst sales. Sequentially, net sales decreased, as lower local prices were partly offset by seasonally higher demand for deicing fluids.Performance Materials & Coatings
Three Months Ended Dec 31Three Months Ended Sep 30In millions4Q254Q24vs. SQLY[B / (W)]3Q25vs. PQ[B / (W)]Net Sales$1,852$1,965$(113)$2,082$(230)Operating EBIT$25$(9)$34$80$(55)Equity Earnings (Losses)$3$2$1$1$2Performance Materials & Coatings segment net sales in the quarter were $1.9 billion, down 6% versus the year-ago period. Local price decreased 4% year-over-year, driven by declines in both businesses. Currency was flat. Volume was down 2% year-over-year, driven by lower volumes in Coatings & Performance Monomers while volumes in Consumer Solutions were flat. On a sequential basis, net sales were down 11%, driven by seasonally lower demand in both businesses. Op. EBIT increased $34 million versus the year-ago period, primarily driven by lower fixed costs. Sequentially, Op. EBIT decreased $55 million, driven by seasonally lower demand and higher planned maintenance activity.Consumer Solutions business reported a decrease in net sales versus the year-ago period, driven by lower upstream siloxanes prices and lower demand in building & construction end markets, partly offset by higher demand for electronics and mobility applications. Sequentially, net sales decreased, primarily driven by seasonally lower demand.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, as well as lower supply availability from a planned turnaround at our Deer Park, Texas methacrylates facility. Sequentially, net sales decreased, primarily driven by seasonally lower demand for architectural coatings and lower supply availability.OUTLOOK"Team Dow remains focused on delivering near-term cost savings, navigating an unprecedented industry downturn and our long-standing cultural values of safety and reliability," said Fitterling. "At the same time – by reducing complexity, adopting the best available technologies and streamlining our end-to-end processes – Transform to Outperform is expected to provide step-change productivity gains while enabling consistent growth. We will make breakthrough improvements across our company to fundamentally simplify Dow's operating model. Doing so will position us well to work more efficiently, better serve our customers and deliver improved shareholder returns."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, customer-focused innovation and leading business positions enable us to achieve profitable growth and help deliver a sustainable future. We operate manufacturing sites in 29 countries and employ approximately 34,600 people. Dow delivered sales of approximately $40 billion in 2025. References to Dow or the Company mean Dow Inc. and its subsidiaries. Learn more about us at www.dow.com. 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 reports filed with the U.S. Securities and Exchange Commission. 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 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 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 Invested 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 SubsidiariesConsolidated Statements of Income
In millions, except per share amounts (Unaudited)Three Months EndedTwelve Months EndedDec 31,
2025Dec 31,
2024Dec 31,
2025Dec 31,
2024Net sales$    9,460$   10,405$   39,968$   42,964Cost of sales8,9129,47037,43538,358Research and development expenses173202752810Selling, general and administrative expenses3393531,3921,581Amortization of intangibles4676231310Restructuring, goodwill impairment and asset related charges - net1,034341,856103Equity in losses of nonconsolidated affiliates(118)(51)(240)(6)Sundry income (expense) - net(205)159140415Interest income3857152200Interest expense and amortization of debt discount219216865811Income (loss) before income taxes(1,548)219(2,511)1,600Provision (credit) for income taxes(71)254(67)399Net income (loss)(1,477)(35)(2,444)1,201Net income attributable to noncontrolling interests661817985Net income (loss) available for Dow Inc. common stockholders$   (1,543)$        (53)$   (2,623)$    1,116
————Per common share data:

Earnings (loss) per common share - basic$     (2.15)$     (0.08)$     (3.70)$      1.57Earnings (loss) per common share - diluted$     (2.15)$     (0.08)$     (3.70)$      1.57

Weighted-average common shares outstanding - basic718.2704.7711.6703.8Weighted-average common shares outstanding - diluted718.2704.7711.6705.1 Dow Inc. and SubsidiariesConsolidated Balance Sheets
In millions, except share amounts (Unaudited)Dec 31,
2025Dec 31,
2024Assets

Current Assets

Cash and cash equivalents$         3,816$         2,189Accounts and notes receivable:

Trade (net of allowance for doubtful receivables - 2025: $59; 2024: $95)4,7624,756Other1,8762,108Inventories6,5956,544Other current assets1,013993Total current assets (variable interest entities restricted - 2025: $228; 2024: $55)18,06216,590Investments

Investment in nonconsolidated affiliates1,2641,266Other investments (investments carried at fair value - 2025: $2,212; 2024: $2,047)3,0173,033Noncurrent receivables309380Total investments4,5904,679Property

Property65,86362,121Less: Accumulated depreciation43,61340,117Net property (variable interest entities restricted - 2025: $2,385; 2024: $122)22,25022,004Other Assets

Goodwill7,9788,565Other intangible assets (net of accumulated amortization - 2025: $5,727; 2024: $5,394)1,4861,721Operating lease right-of-use assets1,3561,268Deferred income tax assets1,5111,257Deferred charges and other assets1,3051,228Total other assets (variable interest entities restricted - 2025: $226; 2024: $15)13,63614,039Total Assets$       58,538$       57,312Liabilities and Equity

Current Liabilities

Notes payable$             90$           135Long-term debt due within one year222497Accounts payable:

Trade4,1514,847Other1,3941,694Operating lease liabilities - current340318Income taxes payable337276Accrued and other current liabilities2,6492,521Total current liabilities (variable interest entities restricted - 2025: $438; 2024: $24)9,18310,288Long-Term Debt (variable interest entities restricted - 2025: $190; 2024: $—)17,84915,711Other Noncurrent Liabilities

Deferred income tax liabilities364392Pension and other postretirement benefits - noncurrent4,6944,736Asbestos-related liabilities - noncurrent628713Operating lease liabilities - noncurrent1,097984Other noncurrent obligations7,2016,637Total other noncurrent liabilities (variable interest entities restricted - 2025: $364; 2024: $13)13,98413,462Stockholders' Equity

Common stock (authorized 5,000,000,000 shares of $0.01 par value each;issued 2025: 790,287,565 shares; 2024: 784,471,939 shares)88Additional paid-in capital11,1129,203Retained earnings16,78120,909Accumulated other comprehensive loss(7,660)(8,110)Treasury stock at cost (2025: 73,065,152 shares; 2024: 80,859,145 shares)(4,233)(4,655)Dow Inc.'s stockholders' equity16,00817,355Noncontrolling interests1,514496Total equity17,52217,851Total Liabilities and Equity$       58,538$       57,312 Dow Inc. and SubsidiariesConsolidated Statements of Cash Flows
In millions (Unaudited) For the years ended Dec 31,20252024Operating Activities

Net income$     (2,444)$       1,201Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization2,8342,894Provision (credit) for deferred income tax(341)135Earnings of nonconsolidated affiliates less than dividends received439348Net periodic pension benefit credit(95)(210)Pension contributions(209)(121)Net gain on sales of assets, businesses and investments(220)(65)Restructuring, goodwill impairment and asset related charges - net1,856103Other net loss440239Changes in assets and liabilities, net of effects of acquired and divested companies:

Accounts and notes receivable73(224)Inventories(52)(529)Accounts payable(999)278Other assets and liabilities, net(220)(1,146)Cash provided by operating activities - continuing operations1,0622,903Cash provided by (used for) operating activities - discontinued operations(30)11Cash provided by operating activities1,0322,914Investing Activities

Capital expenditures(2,479)(2,940)Proceeds from incentives related to capital expenditures145—Cash flow hedging related to capital expenditures(40)—Investment in gas field developments(157)(203)Proceeds from sales of property, businesses and consolidated companies, net of cash divested139234Acquisitions of property and businesses, net of cash acquired—(125)Investments in and loans to nonconsolidated affiliates(32)(28)Proceeds from sales of ownership interests in nonconsolidated affiliates125—Purchases of investments(881)(1,809)Proceeds from sales and maturities of investments1,0222,536Other investing activities, net32(33)Cash used for investing activities(2,126)(2,368)Financing Activities

Changes in short-term notes payable(5)(61)Proceeds from issuance of short-term debt greater than three months64143Payments on short-term debt greater than three months(63)(17)Proceeds from issuance of long-term debt2,7781,467Payments on long-term debt(1,461)(267)Collections on securitization programs, net of remittances(9)(9)Purchases of treasury stock—(494)Proceeds from issuance of stock85166Transaction financing, debt issuance and other costs(137)(14)Employee taxes paid for share-based payment arrangements(18)(39)Distributions to noncontrolling interests(173)(77)Proceeds from sale of noncontrolling interests2,943—Dividends paid to stockholders(1,490)(1,966)Other financing activities, net(6)—Cash provided by (used for) financing activities2,508(1,168)Effect of exchange rate changes on cash, cash equivalents and restricted cash275(163)Summary

Decrease in cash, cash equivalents and restricted cash1,689(785)Cash, cash equivalents and restricted cash at beginning of year2,2633,048Cash, cash equivalents and restricted cash at end of year$       3,952$       2,263Less: Restricted cash and cash equivalents, included in "Other current assets"13674Cash and cash equivalents at end of year$       3,816$       2,189 Dow Inc. and SubsidiariesNet Sales by Segment and Geographic Region
Net Sales by SegmentThree Months EndedTwelve Months EndedIn millions (Unaudited)Dec 31,
2025Dec 31,
2024Dec 31,
2025Dec 31,
2024Packaging & Specialty Plastics$    4,744$ 5,315$   19,970$   21,776Industrial Intermediates & Infrastructure2,6882,94811,16311,869Performance Materials & Coatings1,8521,9658,1348,574Corporate176177701745Total$    9,460$   10,405$   39,968$   42,964U.S. & Canada$    3,677$ 3,953$   15,806$   16,423EMEAI 12,9533,33412,58913,958Asia Pacific1,7861,9957,2197,707Latin America1,0441,1234,3544,876Total$    9,460$   10,405$   39,968$   42,964 Net Sales Variance by
Segment and Geographic
RegionThree Months Ended Dec 31, 2025Twelve Months Ended Dec 31, 2025
Local
Price &
Product
MixCurrencyVolumePortfolio /
Other 2TotalLocal
Price &
Product
MixCurrencyVolumePortfolio /
Other 2Total
Percent change from prior year
Packaging & Specialty
Plastics(9) %1 %(2) %(1) %(11) %(8) %1 %— %(1) %(8) %
Industrial Intermediates &
Infrastructure(9)1(1)—(9)(6)———(6)
Performance Materials &
Coatings(4)—(2)—(6)(3)—(2)—(5)
Total(8) %1 %(2) %— %(9) %(7) %— %— %— %(7) %
Total, excluding the
Hydrocarbons & Energy
business(8) %1 %(1) %— %(8) %(6) %— %— %(1) %(7) %
U.S. & Canada(7) %— %— %— %(7) %(6) %— %2 %— %(4) %
EMEAI 1(9)4(5)(1)(11)(7)2(4)(1)(10)
Asia Pacific(8)—(2)—(10)(7)—1—(6)
Latin America(10)—3—(7)(8)—(2)(1)(11)
Total (8) %1 %(2) %— %(9) %(7) %— %— %— %(7) %
Net Sales Variance by Segment and Geographic RegionThree Months Ended Dec 31, 2025
Local
Price &
Product
MixCurrencyVolumeTotal
Percent change from prior quarter
Packaging & Specialty Plastics(4) %— %1 %(3) %
Industrial Intermediates & Infrastructure(3)—(2)(5)
Performance Materials & Coatings(2)—(9)(11)
Total(3) %— %(2) %(5) %
Total, excluding the Hydrocarbons & Energy business(3) %— %(3) %(6) %
U.S. & Canada(2) %— %(4) %(6) %
EMEAI 1(4)——(4)
Asia Pacific(3)(1)1(3)
Latin America(4)—(4)(8)
Total (3) %— %(2) %(5) %
Europe, Middle East, Africa, and India.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 SubsidiariesSelected Financial Information and Non-GAAP Measures

Operating EBIT by Segment
Three Months EndedTwelve Months EndedIn millions (Unaudited)
Dec 31,
2025Dec 31,
2024Dec 31,
2025Dec 31,
2024Packaging & Specialty Plastics
$       215$       447$       827$    2,373Industrial Intermediates & Infrastructure
(201)84(561)125Performance Materials & Coatings
25(9)306318Corporate
(6)(68)(150)(228)Total
$         33$       454$       422$    2,588

Depreciation and Amortization by Segment
Three Months EndedTwelve Months EndedIn millions (Unaudited)
Dec 31,
2025Dec 31,
2024Dec 31,
2025Dec 31,
2024Packaging & Specialty Plastics
$       361$       385$    1,439$    1,483Industrial Intermediates & Infrastructure
165156622599Performance Materials & Coatings
174198740776Corporate
8123336Total
$       708$       751$    2,834$    2,894

Operating EBITDA by Segment
Three Months EndedTwelve Months EndedIn millions (Unaudited)
Dec 31,
2025Dec 31,
2024Dec 31,
2025Dec 31,
2024Packaging & Specialty Plastics
$       576$       832$    2,266$    3,856Industrial Intermediates & Infrastructure
(36)24061724Performance Materials & Coatings
1991891,0461,094Corporate
2(56)(117)(192)Total
$       741$    1,205$    3,256$    5,482

Equity in Earnings (Losses) of Nonconsolidated
Affiliates by Segment
Three Months EndedTwelve Months EndedIn millions (Unaudited)
Dec 31,
2025Dec 31,
2024Dec 31,
2025Dec 31,
2024Packaging & Specialty Plastics
$         (5)$        (15)$         35$         81Industrial Intermediates & Infrastructure
(117)(39)(282)(102)Performance Materials & Coatings
32511Corporate
1124Total
$      (118)$        (51)$      (240)$         (6)

Reconciliation of "Net Income (Loss)" to "Operating
EBIT"Three Months EndedTwelve Months EndedIn millions (Unaudited)Sep 30,
2025Dec 31,
2025Dec 31,
2024Dec 31,
2025Dec 31,
2024Net income (loss)$       124$   (1,477)$        (35)$   (2,444)$    1,201+ Provision (credit) for income taxes(54)(71)254(67)399Income (loss) before income taxes$         70$   (1,548)$       219$   (2,511)$    1,600- Interest income473857152200+ Interest expense and amortization of debt discount221219216865811- Significant items 64(1,400)(76)(2,220)(377)Operating EBIT (non-GAAP)$       180$         33$       454$       422$    2,588 Dow Inc. and SubsidiariesSelected Financial Information and Non-GAAP Measures
Significant Items Impacting Results for the Three Months Ended Dec 31, 2025In millions, except per share amounts (Unaudited)Pretax 1Net
Income 2EPS 3Income Statement ClassificationReported results$ (1,548)$ (1,543)$    (2.15)
Less: Significant items

2025 Restructuring Program severance and
related benefit costs and asset related
charges 4(41)(33)(0.05)Restructuring, goodwill impairment and asset
related charges - net Implementation costs 5(43)(34)(0.05)Cost of sales ($44 million) offset by SG&A
($1 million)Goodwill impairment 6(690)(671)(0.93)Restructuring, goodwill impairment and asset
related charges - net Asset related charges 7(303)(303)(0.42)Restructuring, goodwill impairment and asset
related charges - net Pension settlement charges 8(323)(257)(0.36)Sundry income (expense) - netTotal significant items$ (1,400)$ (1,298)$    (1.81)
Operating results (non-GAAP)$     (148)$     (245)$    (0.34)
Significant Items Impacting Results for the Three Months Ended Dec 31, 2024In millions, except per share amounts (Unaudited)Pretax 1Net
Income 2EPS 3Income Statement ClassificationReported results$       219$       (53)$    (0.08)
Less: Significant items

Restructuring, implementation and efficiency
costs, and asset related charges - net 4(89)(68)(0.10)Cost of sales ($60 million); R&D ($1 million);
SG&A ($12 million); Restructuring and asset
related charges - net ($34 million); offset by
Sundry income (expense) - net ($18 million)Indemnifications and other transaction related
costs 913130.02Sundry income (expense) - netTotal significant items$ (76)$ (55)$ (0.08)
Operating results (non-GAAP)$ 295$           2$      0.00
"Income (loss) before income taxes.""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."Earnings (loss) per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.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.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.Related to a pretax impairment charge related to goodwill associated with the Polyurethanes & Construction Chemicals reporting unit.Related to a pretax impairment charge related to assets used for chlor-alkali, propylene oxide and brine production in Latin America.Non-cash settlement charges related to the termination of certain Company pension plans in the United States and United Kingdom.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. Dow Inc. and SubsidiariesSelected Financial Information and Non-GAAP Measures
Significant Items Impacting Results for the Twelve Months Ended Dec 31, 2025In millions, except per share amounts (Unaudited)Pretax 1Net
Income 2EPS 3Income Statement ClassificationReported results$ (2,511)$ (2,623)$    (3.70)
Less: Significant items

Restructuring, implementation and efficiency
costs, and asset related charges - net 4(51)(39)(0.05)Cost of sales ($44 million); R&D ($1 million);
SG&A ($4 million); Restructuring, goodwill
impairment 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(862)(686)(0.97)Restructuring, goodwill impairment and asset
related charges - netImplementation costs 6(53)(42)(0.07)Cost of sales ($49 million); SG&A ($4 million); Goodwill impairment 7(690)(671)(0.93)Restructuring, goodwill impairment and asset
related charges - netAsset related charges 8(303)(303)(0.42)Restructuring, goodwill impairment and asset
related charges - netPension settlement charges 9(323)(257)(0.36)Sundry income (expense) - netNet gain on divestitures and asset sale 102131870.26Sundry income (expense) - netLitigation related charges, awards and
adjustments 1142330.05Cost of salesLoss on early extinguishment of debt(78)(62)(0.09)Sundry income (expense) - netIndemnifications and other transaction related
costs 12(115)(93)(0.13)Cost of sales ($98 million); Sundry income
(expense) - net ($17 million)Income tax related items 13—(33)(0.05)Provision for income taxesTotal significant items$ (2,220)$ (1,966)$    (2.76)
Operating results (non-GAAP)$     (291)$     (657)$    (0.94)
"Income (loss) before income taxes.""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."Earnings (loss) per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.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, partially offset by an asset related credit adjustment in 2025 and impairment charges related to the write-down of certain manufacturing assets, partially offset by certain gains associated with previously impaired equity investments in 2024.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.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.Related to a pretax impairment charge related to goodwill associated with the Polyurethanes & Construction Chemicals reporting unit.Related to a pretax impairment charge related to assets used for chlor-alkali, propylene oxide and brine production in Latin America.Non-cash settlement charges related to the termination of certain Company pension plans in the United States and United Kingdom.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.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.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.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. Dow Inc. and SubsidiariesSelected Financial Information and Non-GAAP Measures
Significant Items Impacting Results for the Twelve Months Ended Dec 31, 2024In millions, except per share amounts (Unaudited)Pretax 1Net
Income 2EPS 3Income Statement ClassificationReported results$    1,600$    1,116$      1.57
Less: Significant items

Restructuring, implementation and efficiency
costs, and asset related charges - net 4(315)(245)(0.35)Cost of sales ($184 million); R&D ($4 million);
SG&A ($42 million); Restructuring and asset
related charges - net ($103 million); offset by
Sundry income (expense) - net ($18 million)Indemnifications and other transaction related
costs 5(62)(45)(0.06)Cost of sales ($75 million); offset by Sundry
income (expense) - net ($13 million)Income tax related items 6—1940.27Provision for income taxesTotal significant items$ (377)$ (96)$ (0.14)
Operating results (non-GAAP)$    1,977$    1,212$      1.71
"Income (loss) before income taxes.""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."Earnings (loss) per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.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, partially offset by an asset related credit adjustment in 2025 and impairment charges related to the write-down of certain manufacturing assets, partially offset by certain gains associated with previously impaired equity investments in 2024.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.Relates to reassessment of interest and penalties related to a tax matter in a foreign jurisdiction. Significant Items Impacting Results for the Three Months Ended Sep 30, 2025In millions, except per share amounts (Unaudited)Pretax 1Net
Income 2EPS 3Income Statement ClassificationReported 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 -
netImplementation costs 5(5)(4)(0.01)Cost of sales ($4 million); SG&A ($1 million)Net gain on divestitures and asset sale 61101100.15Sundry income (expense) - netLoss on early extinguishment of debt (18)(14)(0.02)Sundry income (expense) - netIncome tax related items 7—1200.17Provision for income taxesTotal significant items$          64$        194$       0.27
Operating results (non-GAAP)$            6$      (132)$     (0.19)
"Income (loss) before income taxes.""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."Earnings (loss) per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.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.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.Related to a gain on the sale of the Company's ownership interest in a nonconsolidated affiliate.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. Dow Inc. and SubsidiariesSelected Financial Information and Non-GAAP Measures
Reconciliation of Free Cash FlowThree Months EndedTwelve Months EndedIn millions (Unaudited)Dec 31,
2025Dec 31,
2024Dec 31,
2025Dec 31,
2024Cash provided by operating activities - continuing operations (GAAP)$          298$          811$       1,062$       2,903Capital expenditures(568)(767)(2,479)(2,940)Free Cash Flow (non-GAAP)$         (270)$            44$     (1,417)$           (37) Reconciliation of Cash Flow ConversionThree Months Ended
Mar 31,
2025Jun 30,
2025Sep 30,
2025Dec 31,
2025
In millions (Unaudited)
Cash provided by (used for) operating activities - continuing operations
(GAAP)$       104$     (470)$    1,130$       298
Net income (loss) (GAAP)$ (290)$     (801)$       124$ (1,477)
Cash flow from operations to net income (GAAP) 1N/AN/A911.3 %N/A
Cash flow from operations to net income - trailing twelve months (GAAP) 2
N/A
Operating EBITDA (non-GAAP)$       944$       703$       868$       741
Cash Flow Conversion (Cash flow from operations to Operating EBITDA)
(non-GAAP)11.0 %(66.9) %130.2 %40.2 %
Cash Flow Conversion - trailing twelve months (non-GAAP)
32.6 %
Cash flow from operations to net income is not applicable for the first quarter of 2025, second quarter of 2025 and fourth quarter of 2025 due to a net loss for the period.Cash flow from operations to net income - trailing twelve months is not applicable due to a net loss for the trailing twelve months period. For further information, please contact:

Investors:Andrew Rikerajriker@dow.comMedia:Sarah Youngsyoung3@dow.com

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Original: Dow reports fourth quarter 2025 results