Dow reports third quarter 2026 results
Net sales were $11.3 billion, up 13% year-over-year, reflecting increases in all operating segments.
• Local price increased 14% versus the year-ago period, led by gains in Packaging & Specialty Plastics, with higher polyethylene prices in all regions. Currency was flat year-over-year.
• Volume decreased 1% year-over-year. This reflects higher volumes in all regions except Asia Pacific, where impacts from the Middle East conflict are most pronounced.
• GAAP net income was $525 million. Operating EBIT 1 was $887 million, up $707 million year-over-year, primarily driven by higher prices as well as benefits from the Company’s collective self-help actions, which more than offset higher raw materials and logistics costs.
• GAAP earnings per share (EPS) was $0.62; operating EPS 1 was $0.71, compared to a loss of $0.19 in the year-ago period. Op. EPS excludes significant items totaling $0.09 per share, primarily driven by costs associated with the Company’s collective self-help actions.
• Cash provided by operating activities – continuing operations was $1.8 billion, up $709 million year-over-year, reflecting improved earnings and working capital, and up $515 million sequentially, primarily reflecting working capital improvements. Free cash flow 1 was $1.1 billion, with trailing twelve- month cash flow conversion 1 of 84%.
“Dow delivered a solid third quarter, driven by targeted downstream growth and disciplined execution against an evolving macro backdrop,” said Karen S. Carter, Dow chief executive officer. “Our teams are delivering on our unique-to-Dow self-help commitments – including our 2025 $1 billion cost program, our European asset actions, and Transform to Outperform. Specific to the transformation, we are on track to achieve the upsized $700 million in growth and productivity benefits in 2026, as well as the approximately $2 billion in total uplift by the end of next year. In addition, we captured sequential gains from the first of our three European asset shutdowns, where the total benefits are expected to build through 2027. We also remain focused on cash, including releasing more than $400 million of working capital during the quarter and reducing debt by approximately $600 million year-to-date. Our near-term actions are building a Dow that delivers stronger, more consistent results and long-term value for our shareholders.”
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 appendix for further discussion.
®TM Trademark of The Dow Chemical Company or an affiliated company of Dow 1 Dow reports third quarter 2026 results
Packaging & Specialty Plastics segment net sales in the quarter were $5.8 billion, up 18% versus the year-ago period. Local price increased 17% year-over- year, primarily driven by higher prices across both businesses in EMEAI and the U.S. & Canada. Currency was flat. Volume increased 1% year-over-year, primarily driven by increases in EMEAI in both businesses.
Op. EBIT was $585 million, an increase of $386 million compared to the year-ago period, driven by higher integrated margins as a result of higher polyethylene prices and tailwinds from the Company’s self-help initiatives, which were partly offset by higher planned maintenance activity.
Packaging and Specialty Plastics business reported a net sales increase versus the year-ago period, driven by higher polyethylene and functional polymers prices in all regions. Polyethylene demand remained resilient, with year-over- year volume growth excluding supply constraints associated with the Middle East conflict.
Hydrocarbons & Energy business reported a year-over-year increase in net sales, with higher price and volume for Olefins and Aromatics in EMEAI, enabled by the restart of our previously idled cracker in the region.
Industrial Intermediates & Infrastructure segment net sales in the quarter were $3.1 billion, up 8% versus the year-ago period. Local price increased 16% year- over-year, reflecting gains in both businesses and in all regions. Currency decreased net sales by 1%. Volume decreased 7% year-over-year, as higher volumes in Industrial Solutions were more than offset by lower volumes in Polyurethanes & Construction Chemicals, including impacts from the Middle East conflict in both businesses.
Op. EBIT was $176 million, an increase of $223 million versus the year-ago period, driven by higher margins, tailwinds from the Company’s self-help initiatives and the suspension of the recognition of equity losses from Sadara, all of which were partially offset by higher energy costs in EMEAI.
Polyurethanes & Construction Chemicals business reported an increase in net sales compared to the year-ago period, primarily driven by local price gains in propylene oxide derivatives in the U.S. & Canada and EMEAI. This was partially offset by lower volumes, which primarily reflect impacts from the Middle East conflict.
Industrial Solutions business reported an increase in net sales compared to the year-ago period, driven by local price gains in all regions. Volume growth was driven by increased demand for AI infrastructure and energy applications, as well as higher ethylene oxide project-related catalyst sales. 2 Dow reports third quarter 2026 results
Performance Materials & Coatings segment net sales in the quarter were $2.3 billion, up 8% versus the year-ago period. Local price increased 5% year-over- year in both businesses, led by Coatings & Performance Monomers. Currency was flat. Volume increased 3% year-over-year, driven by higher volumes in both businesses, led by growth in downstream silicones.
Op. EBIT was $154 million, an increase of $74 million versus the year-ago period, driven by tailwinds from the Company’s self-help initiatives, including the closure of the Barry, U.K. siloxanes plant, as well as price and volume gains across both businesses.
Consumer Solutions business reported an increase in net sales versus the year- ago period, driven by downstream silicones volume gains in all regions, as growth in consumer, electronics and home care applications more than offset upstream volume declines following the recent shutdown of the Barry, U.K. siloxanes plant.
Coatings & Performance Monomers business reported an increase in net sales across all regions compared to the year-ago period, led by higher price and volume in both acrylic monomers and architectural coatings.
“We are building a more resilient and competitive Dow that is positioned to create long-term value through our continued focus on three priorities,” said Carter. “First, driving growth and innovation in higher-value areas of our businesses where demand is growing well above GDP – including applications for AI infrastructure, home and personal care, electronics, flexible packaging and mobility. Second, we are taking action to strengthen the competitiveness of Dow’s portfolio by investing in differentiated low-cost positions while shutting down higher-cost upstream capacity. And third, we’re maintaining a disciplined and balanced approach to capital allocation that supports long-term shareholder value creation. These priorities are underpinned by our self-help actions, which are on track to deliver more than $1 billion of EBITDA uplift in both 2026 and 2027.”
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.
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 employed approximately 34,600 people as of year-end 2025. 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. ### 3 Dow reports third quarter 2026 results
Investors: Media: Andrew Riker Rachelle Schikorra ajriker@dow.com ryschikorra@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 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 4
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 10. 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 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. 5
In millions, except share amounts Sep 30, Dec 31, (Unaudited) 2026 2025 ────────────────────────────────────────────────────────────────────────────── Assets Current Assets Cash and cash equivalents (variable interest entities $ 4,142 $ 3,816 restricted - 2026: $266; 2025: $31) Accounts and notes receivable: Trade (net of allowance for doubtful 5,890 4,762 receivables - 2026: $66; 2025: $59) Other 1,717 1,876 Inventories 7,024 6,595 Other current assets 1,404 1,013 Total current assets (variable interest entities restricted - 20,177 18,062 2026: $471; 2025: $228) Investments Investment in nonconsolidated 1,119 1,264 affiliates Other investments (investments carried 3,201 3,017 at fair value - 2026: $2,320; 2025: $2,212) Noncurrent receivables 612 309 Total investments 4,932 4,590 Property Property 67,209 65,863 Less: Accumulated 44,811 43,613 depreciation Net property (variable interest entities 22,398 22,250 restricted - 2026: $2,330; 2025: $2,385) Other Assets Goodwill 7,945 7,978 Other intangible assets (net of accumulated amortization 1,318 1,486 - 2026: $5,882; 2025: $5,727) Operating lease 1,304 1,356 right-of-use assets Deferred income tax 1,555 1,511 assets Deferred charges and 1,324 1,305 other assets Total other assets (variable interest entities restricted - 13,446 13,636 2026: $204; 2025: $226) Total Assets $ 60,953 $ 58,538 Liabilities and Equity Current Liabilities Notes payable $ 16 $ 90 Long-term debt due 745 222 within one year Accounts payable: Trade 5,300 4,151 Other 1,363 1,394 Operating lease 341 340 liabilities - current Income taxes payable 367 337 Accrued and other 3,361 2,649 current liabilities Total current liabilities (variable interest entities 11,493 9,183 nonrecourse - 2026: $503; 2025: $438) Long-Term Debt (variable interest entities nonrecourse - 16,778 17,849 2026: $173; 2025: $190) Other Noncurrent Liabilities Deferred income tax 368 364 liabilities Pension and other postretirement 4,318 4,694 benefits - noncurrent Asbestos-related liabilities - 564 628 noncurrent Operating lease 1,028 1,097 liabilities - noncurrent Other noncurrent 8,772 7,201 obligations Total other noncurrent liabilities (variable interest 15,050 13,984 entities nonrecourse - 2026: $331; 2025: $364) Stockholders’ Equity Common stock (authorized 5,000,000,000 shares of $0.01 par value each; 8 8 issued 2026: 791,927,232 shares; 2025: 790,287,565 shares) Additional paid-in 11,060 11,112 capital Retained earnings 16,659 16,781 Accumulated other -7,654 -7,660 comprehensive loss Treasury stock at cost (2026: -3,920 -4,233 68,045,325 shares; 2025: 73,065,152 shares) Dow Inc.’s stockholders’ 16,153 16,008 equity Noncontrolling interests 1,479 1,514 Total equity 17,632 17,522 Total Liabilities and $ 60,953 $ 58,538 Equity
In millions (Unaudited) Nine Months Ended Sep 30, Sep 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────── Operating Activities Net income (loss) $ 882 $ -967 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 2,049 2,126 Credit for deferred income tax -94 -179 Earnings of nonconsolidated affiliates 534 312 less than dividends received Net periodic pension benefit -25 -73 credit Pension contributions -138 -145 Net gain on sales of assets, businesses -48 -211 and investments Restructuring and asset related charges 539 822 - net Other net loss 109 134 Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable -1,214 -400 Inventories -429 -132 Accounts payable 1,014 -492 Other assets and liabilities, net 1,108 -31 Cash provided by operating activities - 4,287 764 continuing operations Cash provided by (used for) operating 6 -16 activities - discontinued operations Cash provided by operating 4,293 748 activities Investing Activities Capital expenditures -1,841 -1,911 Proceeds from incentives related to 67 132 capital expenditures Cash flow hedging related to capital -22 — expenditures Investment in gas field -69 -110 developments Proceeds from sales of property, businesses and consolidated 60 135 companies, net of cash divested Investments in and loans to -133 -21 nonconsolidated affiliates Proceeds from sales of ownership interests in nonconsolidated — 125 affiliates Purchases of investments -1,090 -523 Proceeds from sales and maturities of 675 711 investments Other investing activities, net 61 5 Cash used for investing activities -2,292 -1,457 Financing Activities Changes in short-term notes 1 36 payable Proceeds from issuance of short-term 20 50 debt greater than three months Payments on short-term debt greater than -92 -46 three months Proceeds from issuance of 100 2,652 long-term debt Payments on long-term debt -577 -1,207 Collections on securitization programs, — -3 net of remittances Transaction financing, debt issuance and -52 -130 other costs Employee taxes paid for share-based -15 -16 payment arrangements Distributions to noncontrolling -232 -93 interests Proceeds from sale of noncontrolling — 2,943 interests Dividends paid to stockholders -758 -1,239 Other financing activities, net — -6 Cash provided by (used for) financing -1,605 2,941 activities Effect of exchange rate changes on cash, -76 259 cash equivalents and restricted cash Summary Increase in cash, cash equivalents and 320 2,491 restricted cash Cash, cash equivalents and restricted 3,952 2,263 cash at beginning of period Cash, cash equivalents and restricted $ 4,272 $ 4,754 cash at end of period Less: Restricted cash and cash 130 145 equivalents, included in "Other current assets" Cash and cash equivalents at end of $ 4,142 $ 4,609 period
1. Packaging & Specialty Plastics and Industrial Intermediates & Infrastructure include losses of $81 million and $211 million, respectively, in the nine months ended September 30, 2026, related to the Sadara guarantee liability adjustment, a significant item. 10
Significa… Items Impacting Results for the Three Months Ended Sep 30, 2026 ────────────────────────────────────────────────────────────────────────────── In millions, Income except per Pretax1 Net EPS3 Statement share Income2 Classifica… amounts (Unaudite… Reported $ 642 $ 458 $ 0.62 results Less: Significa… items SG&A ($60 million); Transform Restructur… to -69 -54 -0.08 and asset Outperfor… related charges - net ($9 million) 2025 Cost of Restructu… sales ($30 Program -31 -24 -0.03 million); implement… SG&A ($1 costs million) Litigation Sundry related income charges, 69 56 0.08 (expense) - awards and net adjustmen… Loss on Sundry early -53 -41 -0.06 income extinguis… (expense) - of debt net Total significa… $ -84 $ -63 $ -0.09 items Operating results $ 726 $ 521 $ 0.71 (non-GAAP)
Significa… Items Impacting Results for the Three Months Ended Sep 30, 2025 ────────────────────────────────────────────────────────────────────────────── In millions, Income except per Pretax1 Net EPS3 Statement share Income2 Classifica… amounts (Unaudite… Reported $ 70 $ 62 $ 0.08 results Less: Significa… items 2025 Restructu… Program severance Restructur… and and asset related -23 -18 -0.02 related benefit charges - costs and net asset related charges6 Cost of Implement… sales ($4 costs7 -5 -4 -0.01 million); SG&A ($1 million) Net gain Sundry on income divestitu… 110 110 0.15 (expense) - and asset net sale8 Loss on Sundry early -18 -14 -0.02 income extinguis… (expense) - of debt net Income tax Provision related — 120 0.17 for income items9 taxes Total significa… $ 64 $ 194 $ 0.27 items Operating results $ 6 $ -132 $ -0.19 (non-GAAP)
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 per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.
4. Includes costs to achieve of $60 million and severance and related benefit costs of $9 million associated with Transform to Outperform.
5. Relates to a gain associated with a legal matter with Nova Chemicals Corporation ("Nova").
6. Includes 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.
7. Includes 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.
8. Relates to a gain on the sale of the Company's ownership interest in a nonconsolidated affiliate.
9. Relates to a tax benefit stemming from the U.S. Tax Court's decision in Varian Medical Systems Inc. v. Commissioner and a tax basis adjustment related to the Company's consolidated infrastructure entity, Dow InfraCo, LLC. 11
Signifi… Items Impacti… Results for the Nine Months Ended Sep 30, 2026 ────────────────────────────────────────────────────────────────────────────── In million… except Net Income per Pretax1 Income2 EPS3 Statement share Classific… amounts (Unaudi… Reported $ 1,123 $ 646 $ 0.88 results Less: Signifi… items SG&A ($194 million); Transfo… Restructu… to -675 -535 -0.75 and asset Outperf… related charges - net ($481 million) 2025 Restruc… Program Restructu… asset and asset related -58 -46 -0.06 related charges charges - and exit net and disposal costs5 Cost of 2025 sales ($77 Restruc… million); Program -80 -64 -0.08 R&D ($1 impleme… million); costs SG&A ($2 million) Sadara Equity in guarant… -292 -227 -0.31 losses of liabili… nonconsol… adjustm… affiliates Litigat… related Sundry charges, 95 77 0.11 income awards (expense) and - net adjustm… Loss on Sundry early -53 -41 -0.06 income extingu… (expense) of debt - net Indemni… and Sundry other 7 7 0.01 income transac… (expense) related - net credits8 Total signifi… $ -1,056 $ -829 $ -1.14 items Operati… results $ 2,179 $ 1,475 $ 2.02 (non-GA…
2. "Net income 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 per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.
4. Includes costs to achieve of $194 million and severance and related benefit costs of $481 million associated with Transform to Outperform.
5. Includes impairment charges related to the write-down of certain manufacturing facilities and other miscellaneous assets and exit and disposal costs associated with the Company's 2025 Restructuring Program.
6. Includes a charge due to a change in fair value of the estimated liability associated with the Company's guarantee of Sadara's project financing debt.
8. Relates to credits 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. 12
Signific… Items Impacting Results for the Nine Months Ended Sep 30, 2025 ────────────────────────────────────────────────────────────────────────────── In millions, Income except Pretax1 Net EPS3 Statement per share Income2 Classific… amounts (Unaudit… Reported $ -963 $ -1,080 $ -1.53 results Less: Signific… items R&D ($1 million); SG&A ($4 Restruct… million); implemen… Restructu… and and asset efficien… related costs, -51 -39 -0.05 charges - and asset net ($1 related million); charges - Sundry net4 income (expense) - net ($1 million) 2025 Restruct… Program severance Restructu… and and asset related -821 -653 -0.92 related benefit charges - costs and net asset related charges5 Cost of Implemen… sales ($5 costs6 -10 -8 -0.02 million); SG&A ($5 million) Net gain Sundry on income divestit… 213 187 0.26 (expense) and asset - net sale7 Litigati… related charges, 42 33 0.05 Cost of awards sales and adjustme… Loss on Sundry early -78 -62 -0.09 income extingui… (expense) of debt - net Cost of Indemnif… sales ($98 and other million); transact… -115 -93 -0.13 Sundry related income costs9 (expense) - net ($17 million) Income Provision tax — -33 -0.05 for income related taxes items10 Total signific… $ -820 $ -668 $ -0.95 items Operating results $ -143 $ -412 $ -0.58 (non-GAA…
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. Includes restructuring implementation and efficiency costs associated with the Company's 2023 Restructuring Program and the write-down of certain manufacturing assets, partially offset by an asset related credit adjustment.
5. Includes 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. Includes 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. Relates to a gain on the sale of the Company's 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. Includes a charge related to an arbitration settlement agreement for historical product claims from a divested business and 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. 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 tax basis adjustments related to the Company's consolidated infrastructure entity, Dow InfraCo, LLC. 13
1. Cash flow from operations to net income is not applicable for the fourth quarter of 2025 and first quarter of 2026 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
Full text with the tables
Exhibit 99.1
October 22, 2026
Dow reports third quarter 2026 results
FINANCIAL HIGHLIGHTS
•
Net sales were $11.3 billion, up 13% year-over-year, reflecting increases in all
operating segments.
• Local price increased 14% versus the year-ago period, led by gains in
Packaging & Specialty Plastics, with higher polyethylene prices in all regions.
Currency was flat year-over-year.
• Volume decreased 1% year-over-year. This reflects higher volumes in all
regions except Asia Pacific, where impacts from the Middle East conflict are
most pronounced.
• GAAP net income was $525 million. Operating EBIT 1 was $887 million, up $707
million year-over-year, primarily driven by higher prices as well as benefits
from the Company’s collective self-help actions, which more than offset higher
raw materials and logistics costs.
• GAAP earnings per share (EPS) was $0.62; operating EPS 1 was $0.71, compared
to a loss of $0.19 in the year-ago period. Op. EPS excludes significant items
totaling $0.09 per share, primarily driven by costs associated with the
Company’s collective self-help actions.
• Cash provided by operating activities – continuing operations was $1.8
billion, up $709 million year-over-year, reflecting improved earnings and
working capital, and up $515 million sequentially, primarily reflecting working
capital improvements. Free cash flow 1 was $1.1 billion, with trailing twelve-
month cash flow conversion 1 of 84%.
• Returns to shareholders totaled $253 million of dividends in the quarter.
CEO QUOTE
“Dow delivered a solid third quarter, driven by targeted downstream growth and
disciplined execution against an evolving macro backdrop,” said Karen S. Carter,
Dow chief executive officer. “Our teams are delivering on our unique-to-Dow
self-help commitments – including our 2025 $1 billion cost program, our European
asset actions, and Transform to Outperform. Specific to the transformation, we
are on track to achieve the upsized $700 million in growth and productivity
benefits in 2026, as well as the approximately $2 billion in total uplift by the
end of next year. In addition, we captured sequential gains from the first of
our three European asset shutdowns, where the total benefits are expected to
build through 2027. We also remain focused on cash, including releasing more
than $400 million of working capital during the quarter and reducing debt by
approximately $600 million year-to-date. Our near-term actions are building a
Dow that delivers stronger, more consistent results and long-term value for our
shareholders.”
SUMMARY FINANCIAL RESULTS
In
millions,
except per
share Three Months vs. SQLY [B
amounts Ended Sep 30 3Q26 3Q25 / (W)]
──────────────────────────────────────────────────────────────────────────────
Net Sales $ 11,267 $ 9,973 $ 1,294
GAAP
Income, $ 525 $ 124 $ 401
Net of Tax
Op. EBIT1 $ 887 $ 180 $ 707
Op. $ 1,553 $ 868 $ 685
EBITDA1
GAAP
Earnings $ 0.62 $ 0.08 $ 0.54
Per Share
Op.
Earnings $ 0.71 $ -0.19 $ 0.90
Per Share1
Cash
Provided
by Op. $ 1,839 $ 1,130 $ 709
Activities
- Cont.
Ops
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 appendix for further
discussion.
®TM Trademark of The Dow Chemical Company or an affiliated company of Dow
1
Dow reports third quarter 2026 results
SEGMENT HIGHLIGHTS
Packaging & Specialty Plastics
Three Months
Ended vs. SQLY
In millions Sep 30 3Q26 3Q25 [B / (W)]
──────────────────────────────────────────────────────────────────────────────
Net Sales $ 5,778 $ 4,891 $ 887
Op. EBIT $ 585 $ 199 $ 386
Packaging & Specialty Plastics segment net sales in the quarter were $5.8
billion, up 18% versus the year-ago period. Local price increased 17% year-over-
year, primarily driven by higher prices across both businesses in EMEAI and the
U.S. & Canada. Currency was flat. Volume increased 1% year-over-year, primarily
driven by increases in EMEAI in both businesses.
Op. EBIT was $585 million, an increase of $386 million compared to the year-ago
period, driven by higher integrated margins as a result of higher polyethylene
prices and tailwinds from the Company’s self-help initiatives, which were partly
offset by higher planned maintenance activity.
Packaging and Specialty Plastics business reported a net sales increase versus
the year-ago period, driven by higher polyethylene and functional polymers
prices in all regions. Polyethylene demand remained resilient, with year-over-
year volume growth excluding supply constraints associated with the Middle East
conflict.
Hydrocarbons & Energy business reported a year-over-year increase in net sales,
with higher price and volume for Olefins and Aromatics in EMEAI, enabled by the
restart of our previously idled cracker in the region.
Industrial Intermediates & Infrastructure
Three Months
Ended vs. SQLY
In millions Sep 30 3Q26 3Q25 [B / (W)]
──────────────────────────────────────────────────────────────────────────────
Net Sales $ 3,058 $ 2,834 $ 224
Op. EBIT $ 176 $ -47 $ 223
Industrial Intermediates & Infrastructure segment net sales in the quarter were
$3.1 billion, up 8% versus the year-ago period. Local price increased 16% year-
over-year, reflecting gains in both businesses and in all regions. Currency
decreased net sales by 1%. Volume decreased 7% year-over-year, as higher volumes
in Industrial Solutions were more than offset by lower volumes in Polyurethanes
& Construction Chemicals, including impacts from the Middle East conflict in
both businesses.
Op. EBIT was $176 million, an increase of $223 million versus the year-ago
period, driven by higher margins, tailwinds from the Company’s self-help
initiatives and the suspension of the recognition of equity losses from Sadara,
all of which were partially offset by higher energy costs in EMEAI.
Polyurethanes & Construction Chemicals business reported an increase in net
sales compared to the year-ago period, primarily driven by local price gains in
propylene oxide derivatives in the U.S. & Canada and EMEAI. This was partially
offset by lower volumes, which primarily reflect impacts from the Middle East
conflict.
Industrial Solutions business reported an increase in net sales compared to the
year-ago period, driven by local price gains in all regions. Volume growth was
driven by increased demand for AI infrastructure and energy applications, as
well as higher ethylene oxide project-related catalyst sales.
2
Dow reports third quarter 2026 results
Performance Materials & Coatings
Three Months
Ended vs. SQLY
In millions Sep 30 3Q26 3Q25 [B / (W)]
──────────────────────────────────────────────────────────────────────────────
Net Sales $ 2,250 $ 2,082 $ 168
Op. EBIT $ 154 $ 80 $ 74
Performance Materials & Coatings segment net sales in the quarter were $2.3
billion, up 8% versus the year-ago period. Local price increased 5% year-over-
year in both businesses, led by Coatings & Performance Monomers. Currency was
flat. Volume increased 3% year-over-year, driven by higher volumes in both
businesses, led by growth in downstream silicones.
Op. EBIT was $154 million, an increase of $74 million versus the year-ago
period, driven by tailwinds from the Company’s self-help initiatives, including
the closure of the Barry, U.K. siloxanes plant, as well as price and volume
gains across both businesses.
Consumer Solutions business reported an increase in net sales versus the year-
ago period, driven by downstream silicones volume gains in all regions, as
growth in consumer, electronics and home care applications more than offset
upstream volume declines following the recent shutdown of the Barry, U.K.
siloxanes plant.
Coatings & Performance Monomers business reported an increase in net sales
across all regions compared to the year-ago period, led by higher price and
volume in both acrylic monomers and architectural coatings.
OUTLOOK
“We are building a more resilient and competitive Dow that is positioned to
create long-term value through our continued focus on three priorities,” said
Carter. “First, driving growth and innovation in higher-value areas of our
businesses where demand is growing well above GDP – including applications for
AI infrastructure, home and personal care, electronics, flexible packaging and
mobility. Second, we are taking action to strengthen the competitiveness of
Dow’s portfolio by investing in differentiated low-cost positions while shutting
down higher-cost upstream capacity. And third, we’re maintaining a disciplined
and balanced approach to capital allocation that supports long-term shareholder
value creation. These priorities are underpinned by our self-help actions, which
are on track to deliver more than $1 billion of EBITDA uplift in both 2026 and
2027.”
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 employed approximately 34,600 people as
of year-end 2025. 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.
###
3
Dow reports third quarter 2026 results
For further information, please contact:
Investors: Media:
Andrew Riker Rachelle Schikorra
ajriker@dow.com ryschikorra@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 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
4
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 10. 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 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.
5
Dow Inc. and Subsidiaries
Consolidated Statements of Income
In
milli…
except
per
share
amoun… Three Nine
(Unau… Months Months
Sep Ended Ended
30, Sep 30, Sep 30, Sep 30,
2026 2025 2026 2025
──────────────────────────────────────────────────────────────────────────────
Net $ 11,267 $ 9,973 $ 33,153 $ 30,508
sales
Cost
of 9,889 9,242 28,968 28,523
sales
Resea…
and 180 191 568 579
devel…
expen…
Selli…
gener…
and 408 340 1,360 1,053
admin…
expen…
Amort…
of 40 46 126 185
intan…
Restr…
and
asset 9 23 539 822
relat…
charg…
- net
Equity
in
earni…
(loss… 12 -72 -255 -122
of
nonco…
affil…
Sundry
income 50 185 296 345
(expe…
- net
Inter… 50 47 130 114
income
Inter…
expen…
and
amort… 211 221 640 646
of
debt
disco…
Income
(loss)
before 642 70 1,123 -963
income
taxes
Provi…
(cred…
for 117 -54 241 4
income
taxes
Net
income 525 124 882 -967
(loss)
Net
income
attri… 67 62 236 113
to
nonco…
inter…
Net
income
(loss)
avail…
for $ 458 $ 62 $ 646 $ -1,080
Dow
Inc.
common
stock…
Per
common
share
data:
Earni…
(loss)
per
common $ 0.63 $ 0.08 $ 0.88 $ -1.53
share
-
basic
Earni…
(loss)
per
common $ 0.62 $ 0.08 $ 0.88 $ -1.53
share
-
dilut…
Weigh…
common
shares 725.5 711.8 723.4 709.4
outst…
-
basic
Weigh…
common
shares 727.4 713.2 724.8 709.4
outst…
-
dilut…
6
Dow Inc. and Subsidiaries
Consolidated Balance Sheets
In millions, except
share amounts Sep 30, Dec 31,
(Unaudited) 2026 2025
──────────────────────────────────────────────────────────────────────────────
Assets
Current Assets
Cash and cash
equivalents (variable
interest entities $ 4,142 $ 3,816
restricted - 2026:
$266; 2025: $31)
Accounts and notes
receivable:
Trade (net of allowance
for doubtful 5,890 4,762
receivables - 2026: $66;
2025: $59)
Other 1,717 1,876
Inventories 7,024 6,595
Other current assets 1,404 1,013
Total current assets
(variable interest
entities restricted - 20,177 18,062
2026: $471; 2025:
$228)
Investments
Investment in
nonconsolidated 1,119 1,264
affiliates
Other investments
(investments carried 3,201 3,017
at fair value - 2026:
$2,320; 2025: $2,212)
Noncurrent receivables 612 309
Total investments 4,932 4,590
Property
Property 67,209 65,863
Less: Accumulated 44,811 43,613
depreciation
Net property (variable
interest entities 22,398 22,250
restricted - 2026:
$2,330; 2025: $2,385)
Other Assets
Goodwill 7,945 7,978
Other intangible assets
(net of
accumulated amortization 1,318 1,486
- 2026:
$5,882; 2025: $5,727)
Operating lease 1,304 1,356
right-of-use assets
Deferred income tax 1,555 1,511
assets
Deferred charges and 1,324 1,305
other assets
Total other assets
(variable interest
entities restricted - 13,446 13,636
2026: $204; 2025:
$226)
Total Assets $ 60,953 $ 58,538
Liabilities and Equity
Current Liabilities
Notes payable $ 16 $ 90
Long-term debt due 745 222
within one year
Accounts payable:
Trade 5,300 4,151
Other 1,363 1,394
Operating lease 341 340
liabilities - current
Income taxes payable 367 337
Accrued and other 3,361 2,649
current liabilities
Total current
liabilities (variable
interest entities 11,493 9,183
nonrecourse - 2026:
$503; 2025: $438)
Long-Term Debt (variable
interest
entities nonrecourse - 16,778 17,849
2026: $173; 2025:
$190)
Other Noncurrent
Liabilities
Deferred income tax 368 364
liabilities
Pension and other
postretirement 4,318 4,694
benefits - noncurrent
Asbestos-related
liabilities - 564 628
noncurrent
Operating lease 1,028 1,097
liabilities - noncurrent
Other noncurrent 8,772 7,201
obligations
Total other noncurrent
liabilities
(variable interest 15,050 13,984
entities nonrecourse
- 2026: $331; 2025:
$364)
Stockholders’ Equity
Common stock (authorized
5,000,000,000 shares of
$0.01 par value each; 8 8
issued 2026: 791,927,232
shares; 2025:
790,287,565 shares)
Additional paid-in 11,060 11,112
capital
Retained earnings 16,659 16,781
Accumulated other -7,654 -7,660
comprehensive loss
Treasury stock at cost
(2026: -3,920 -4,233
68,045,325 shares; 2025:
73,065,152 shares)
Dow Inc.’s stockholders’ 16,153 16,008
equity
Noncontrolling interests 1,479 1,514
Total equity 17,632 17,522
Total Liabilities and $ 60,953 $ 58,538
Equity
7
Dow Inc. and Subsidiaries
Consolidated Statements of Cash Flows
In millions (Unaudited) Nine Months Ended
Sep 30, Sep 30,
2026 2025
──────────────────────────────────────────────────────────────────────────────
Operating Activities
Net income (loss) $ 882 $ -967
Adjustments to reconcile net
income
(loss) to net cash provided by
operating
activities:
Depreciation and amortization 2,049 2,126
Credit for deferred income tax -94 -179
Earnings of nonconsolidated
affiliates 534 312
less than dividends received
Net periodic pension benefit -25 -73
credit
Pension contributions -138 -145
Net gain on sales of assets,
businesses -48 -211
and investments
Restructuring and asset related
charges 539 822
- net
Other net loss 109 134
Changes in assets and liabilities,
net
of effects of acquired and
divested
companies:
Accounts and notes receivable -1,214 -400
Inventories -429 -132
Accounts payable 1,014 -492
Other assets and liabilities, net 1,108 -31
Cash provided by operating
activities - 4,287 764
continuing operations
Cash provided by (used for)
operating 6 -16
activities - discontinued
operations
Cash provided by operating 4,293 748
activities
Investing Activities
Capital expenditures -1,841 -1,911
Proceeds from incentives related
to 67 132
capital expenditures
Cash flow hedging related to
capital -22 —
expenditures
Investment in gas field -69 -110
developments
Proceeds from sales of property,
businesses and consolidated 60 135
companies,
net of cash divested
Investments in and loans to -133 -21
nonconsolidated affiliates
Proceeds from sales of ownership
interests in nonconsolidated — 125
affiliates
Purchases of investments -1,090 -523
Proceeds from sales and maturities
of 675 711
investments
Other investing activities, net 61 5
Cash used for investing activities -2,292 -1,457
Financing Activities
Changes in short-term notes 1 36
payable
Proceeds from issuance of
short-term 20 50
debt greater than three months
Payments on short-term debt
greater than -92 -46
three months
Proceeds from issuance of 100 2,652
long-term debt
Payments on long-term debt -577 -1,207
Collections on securitization
programs, — -3
net of remittances
Transaction financing, debt
issuance and -52 -130
other costs
Employee taxes paid for
share-based -15 -16
payment arrangements
Distributions to noncontrolling -232 -93
interests
Proceeds from sale of
noncontrolling — 2,943
interests
Dividends paid to stockholders -758 -1,239
Other financing activities, net — -6
Cash provided by (used for)
financing -1,605 2,941
activities
Effect of exchange rate changes on
cash, -76 259
cash equivalents and restricted
cash
Summary
Increase in cash, cash equivalents
and 320 2,491
restricted cash
Cash, cash equivalents and
restricted 3,952 2,263
cash at beginning of period
Cash, cash equivalents and
restricted $ 4,272 $ 4,754
cash at end of period
Less:
Restricted cash and cash 130 145
equivalents,
included in "Other current assets"
Cash and cash equivalents at end
of $ 4,142 $ 4,609
period
8
Dow Inc. and Subsidiaries
Net Sales by Segment and Geographic Region
Net
Sales In Three Sep Nine Sep
by milli… Months Sep 30, 30, Months 30, Sep 30,
Segm… (Unau… Ended 2026 2025 Ended 2026 2025
──────────────────────────────────────────────────────────────────────────────
Pack…
& $ 5,778 $ 4,891 $ 17,082 $ 15,226
Spec…
Plas…
Indu…
Inte… 3,058 2,834 8,850 8,475
&
Infr…
Perf…
Mate… 2,250 2,082 6,691 6,282
&
Coat…
Corp… 181 166 530 525
Total $ 11,267 $ 9,973 $ 33,153 $ 30,508
U.S.
& $ 4,548 $ 3,914 $ 13,126 $ 12,129
Cana…
EMEA… 3,637 3,090 10,751 9,636
Asia 1,781 1,838 5,336 5,433
Paci…
Latin 1,301 1,131 3,940 3,310
Amer…
Total $ 11,267 $ 9,973 $ 33,153 $ 30,508
…
…
… … …
… … …
… … …
… … …
… … …
… … …
──────────────────────────────────────────────────────────────────────────────
… …
… …
& … … … & … …
… …
… …
… % — % 1 % … % … % 1 % % …
… … … 8 8 1 4
5 — 3 8 2 1 7
… % — % … % … % 9 % 1 % % 9
… % — % … % … % 8 % 1 % % 8
… % — % 2 % … % 8 % — % % 8
… … 2 … … 4 …
9 — … … 5 1 …
… — 3 … … — …
… % — % … % … % 9 % 1 % % 9
1. Europe, Middle East, Africa and India.
9
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures
Ope…
EBIT In Three Sep Sep Nine Sep Sep
by mill… Mont… 30, 30, Months 30, 30,
Seg… (Una… Ended 2026 2025 Ended 2026 2025
──────────────────────────────────────────────────────────────────────────────
Pac…
& $ 585 $ 199 $ 2,071 $ 612
Spe…
Pla…
Ind…
Int… 176 -47 304 -360
&
Inf…
Per…
Mat… 154 80 404 281
&
Coa…
Cor… -28 -52 -90 -144
Tot… $ 887 $ 180 $ 2,689 $ 389
Dep…
and Three Nine
Amo… Mont… Months
by Ended Ended
Seg…
In Sep Sep Sep Sep
mil… 30, 30, 30, 30,
(Un… 2026 2025 2026 2025
Pac…
& $ 369 $ 349 $ 1,112 $ 1,078
Spe…
Pla…
Ind…
Int… 147 158 432 457
&
Inf…
Per…
Mat… 145 174 484 566
&
Coa…
Cor… 5 7 21 25
Tot… $ 666 $ 688 $ 2,049 $ 2,126
Ope… Three Nine
EBI… Mont… Months
by Ended Ended
Seg…
In Sep Sep Sep Sep
mil… 30, 30, 30, 30,
(Un… 2026 2025 2026 2025
Pac…
& $ 954 $ 548 $ 3,183 $ 1,690
Spe…
Pla…
Ind…
Int… 323 111 736 97
&
Inf…
Per…
Mat… 299 254 888 847
&
Coa…
Cor… -23 -45 -69 -119
Tot… $ 1,553 $ 868 $ 4,738 $ 2,515
Equ…
in
Ear…
(Lo… Three Nine
of Mont… Months
Non… Ended Ended
Aff…
by
Seg…
In Sep Sep Sep Sep
mil… 30, 30, 30, 30,
(Un… 2026 2025 2026 2025
Pac…
& $ -3 $ -6 $ -47 $ 40
Spe…
Pla…
Ind…
Int… 11 -68 -216 -165
&
Inf…
Per…
Mat… 2 1 4 2
&
Coa…
Cor… 2 1 4 1
Tot… $ 12 $ -72 $ -255 $ -122
Rec…
of
"Net Three Nine
inc… Mont… Months
(lo… Ended Ended
to
"Op…
EBI…
In Sep Sep Sep Sep
mil… 30, 30, 30, 30,
(Un… 2026 2025 2026 2025
Net
inc… $ 525 $ 124 $ 882 $ -967
(lo…
+
Pro…
(cr… 117 -54 241 4
for
inc…
tax…
Inc…
(lo…
bef… $ 642 $ 70 $ 1,123 $ -963
inc…
tax…
-
Int… 50 47 130 114
inc…
+
Int…
exp…
and 211 221 640 646
amo…
of
debt
dis…
-
Sig… -84 64 -1,0… -820
ite…
Ope…
EBIT $ 887 $ 180 $ 2,689 $ 389
(no…
1. Packaging & Specialty Plastics and Industrial Intermediates & Infrastructure
include losses of $81 million and $211 million, respectively, in the nine months
ended September 30, 2026, related to the Sadara guarantee liability adjustment,
a significant item.
10
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures
Significa…
Items
Impacting
Results
for
the Three
Months
Ended Sep
30, 2026
──────────────────────────────────────────────────────────────────────────────
In
millions, Income
except per Pretax1 Net EPS3 Statement
share Income2 Classifica…
amounts
(Unaudite…
Reported $ 642 $ 458 $ 0.62
results
Less:
Significa…
items
SG&A ($60
million);
Transform Restructur…
to -69 -54 -0.08 and asset
Outperfor… related
charges -
net ($9
million)
2025 Cost of
Restructu… sales ($30
Program -31 -24 -0.03 million);
implement… SG&A ($1
costs million)
Litigation Sundry
related income
charges, 69 56 0.08 (expense) -
awards and net
adjustmen…
Loss on Sundry
early -53 -41 -0.06 income
extinguis… (expense) -
of debt net
Total
significa… $ -84 $ -63 $ -0.09
items
Operating
results $ 726 $ 521 $ 0.71
(non-GAAP)
Significa…
Items
Impacting
Results
for
the Three
Months
Ended Sep
30, 2025
──────────────────────────────────────────────────────────────────────────────
In
millions, Income
except per Pretax1 Net EPS3 Statement
share Income2 Classifica…
amounts
(Unaudite…
Reported $ 70 $ 62 $ 0.08
results
Less:
Significa…
items
2025
Restructu…
Program
severance Restructur…
and and asset
related -23 -18 -0.02 related
benefit charges -
costs and net
asset
related
charges6
Cost of
Implement… sales ($4
costs7 -5 -4 -0.01 million);
SG&A ($1
million)
Net gain Sundry
on income
divestitu… 110 110 0.15 (expense) -
and asset net
sale8
Loss on Sundry
early -18 -14 -0.02 income
extinguis… (expense) -
of debt net
Income tax Provision
related — 120 0.17 for income
items9 taxes
Total
significa… $ 64 $ 194 $ 0.27
items
Operating
results $ 6 $ -132 $ -0.19
(non-GAAP)
1. "Income 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 per common share - diluted," which includes the impact of
participating securities in accordance with the two-class method.
4. Includes costs to achieve of $60 million and severance and related benefit
costs of $9 million associated with Transform to Outperform.
5. Relates to a gain associated with a legal matter with Nova Chemicals
Corporation ("Nova").
6. Includes 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.
7. Includes 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.
8. Relates to a gain on the sale of the Company's ownership interest in a
nonconsolidated affiliate.
9. Relates to a tax benefit stemming from the U.S. Tax Court's decision in
Varian Medical Systems Inc. v. Commissioner and a tax basis adjustment related
to the Company's consolidated infrastructure entity, Dow InfraCo, LLC.
11
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures
Signifi…
Items
Impacti…
Results
for
the Nine
Months
Ended
Sep 30,
2026
──────────────────────────────────────────────────────────────────────────────
In
million…
except Net Income
per Pretax1 Income2 EPS3 Statement
share Classific…
amounts
(Unaudi…
Reported $ 1,123 $ 646 $ 0.88
results
Less:
Signifi…
items
SG&A ($194
million);
Transfo… Restructu…
to -675 -535 -0.75 and asset
Outperf… related
charges -
net ($481
million)
2025
Restruc…
Program Restructu…
asset and asset
related -58 -46 -0.06 related
charges charges -
and exit net
and
disposal
costs5
Cost of
2025 sales ($77
Restruc… million);
Program -80 -64 -0.08 R&D ($1
impleme… million);
costs SG&A ($2
million)
Sadara Equity in
guarant… -292 -227 -0.31 losses of
liabili… nonconsol…
adjustm… affiliates
Litigat…
related Sundry
charges, 95 77 0.11 income
awards (expense)
and - net
adjustm…
Loss on Sundry
early -53 -41 -0.06 income
extingu… (expense)
of debt - net
Indemni…
and Sundry
other 7 7 0.01 income
transac… (expense)
related - net
credits8
Total
signifi… $ -1,056 $ -829 $ -1.14
items
Operati…
results $ 2,179 $ 1,475 $ 2.02
(non-GA…
1. "Income before income taxes."
2. "Net income 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 per common share - diluted," which includes the impact of
participating securities in accordance with the two-class method.
4. Includes costs to achieve of $194 million and severance and related benefit
costs of $481 million associated with Transform to Outperform.
5. Includes impairment charges related to the write-down of certain
manufacturing facilities and other miscellaneous assets and exit and disposal
costs associated with the Company's 2025 Restructuring Program.
6. Includes a charge due to a change in fair value of the estimated liability
associated with the Company's guarantee of Sadara's project financing debt.
7. Relates to a gain associated with a legal matter with Nova.
8. Relates to credits 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.
12
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures
Signific…
Items
Impacting
Results
for
the Nine
Months
Ended Sep
30, 2025
──────────────────────────────────────────────────────────────────────────────
In
millions, Income
except Pretax1 Net EPS3 Statement
per share Income2 Classific…
amounts
(Unaudit…
Reported $ -963 $ -1,080 $ -1.53
results
Less:
Signific…
items
R&D ($1
million);
SG&A ($4
Restruct… million);
implemen… Restructu…
and and asset
efficien… related
costs, -51 -39 -0.05 charges -
and asset net ($1
related million);
charges - Sundry
net4 income
(expense)
- net ($1
million)
2025
Restruct…
Program
severance Restructu…
and and asset
related -821 -653 -0.92 related
benefit charges -
costs and net
asset
related
charges5
Cost of
Implemen… sales ($5
costs6 -10 -8 -0.02 million);
SG&A ($5
million)
Net gain Sundry
on income
divestit… 213 187 0.26 (expense)
and asset - net
sale7
Litigati…
related
charges, 42 33 0.05 Cost of
awards sales
and
adjustme…
Loss on Sundry
early -78 -62 -0.09 income
extingui… (expense)
of debt - net
Cost of
Indemnif… sales ($98
and other million);
transact… -115 -93 -0.13 Sundry
related income
costs9 (expense)
- net ($17
million)
Income Provision
tax — -33 -0.05 for income
related taxes
items10
Total
signific… $ -820 $ -668 $ -0.95
items
Operating
results $ -143 $ -412 $ -0.58
(non-GAA…
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. Includes restructuring implementation and efficiency costs associated with
the Company's 2023 Restructuring Program and the write-down of certain
manufacturing assets, partially offset by an asset related credit adjustment.
5. Includes 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. Includes 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. Relates to a gain on the sale of the Company's 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. Includes a charge related to an arbitration settlement agreement for
historical product claims from a divested business and 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. 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 tax basis
adjustments related to the Company's consolidated infrastructure entity, Dow
InfraCo, LLC.
13
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures
Reco…
of
Free In Three Sep Nine Sep
Cash milli… Months Sep 30, 30, Months 30, Sep 30,
Flow (Unau… Ended 2026 2025 Ended 2026 2025
──────────────────────────────────────────────────────────────────────────────
Cash
prov…
by
oper…
acti… $ 1,839 $ 1,130 $ 4,287 $ 764
-
cont…
oper…
(GAA…
Capi… -706 -564 -1,841 -1,911
expe…
Free
Cash $ 1,133 $ 566 $ 2,446 $ -1,147
Flow
(non…
Reco…
of
Cash In Three Dec Mar Jun Sep
Flow milli… Months 31, 31, 30, 30,
Conv… (Unau… Ended 2025 2026 2026 2026
──────────────────────────────────────────────────────────────────────────────
Cash
prov…
by
oper…
acti… $ 298 $ 1,124 $ 1,324 $ 1,839
-
cont…
oper…
(GAA…
Net
inco… $ -1,477 $ -445 $ 802 $ 525
(los…
(GAA…
Cash
flow
from
oper… N/A N/A 165.1 % 350.3 %
to
net
inco…
(GAA…
Cash
flow
from
oper…
to
net N/A
inco…
-
trai…
twel…
mont…
(GAA…
Oper…
EBIT… $ 741 $ 873 $ 2,312 $ 1,553
(non…
Cash
Flow
Conv…
(Cash
flow
from 40.2 % 128.8 % 57.3 % 118.4 %
oper…
to
Oper…
EBIT…
(non…
Cash
Flow
Conv…
- 83.7 %
trai…
twel…
mont…
(non…
1. Cash flow from operations to net income is not applicable for the fourth
quarter of 2025 and first quarter of 2026 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