false2024Q3000175178800017517882024-10-242024-10-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
October 24, 2024

DOWdiamond-red-RGB_8-19.jpg

Commission
File Number
Exact Name of Registrant as Specified in its Charter,
Principal Office Address and Telephone Number
State of Incorporation or
Organization
I.R.S. Employer
Identification No.
001-38646Dow Inc.Delaware30-1128146
2211 H.H. Dow Way, Midland, MI 48674
(989) 636-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
Dow Inc.Common Stock, par value $0.01 per shareDOWNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On October 24, 2024, Dow Inc. issued a press release, attached as Exhibit 99.1 and incorporated herein by reference, announcing results for the third quarter of 2024.

The information contained in this report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.


Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits. The exhibit listed on the Exhibit Index is incorporated herein by reference.

Exhibit No.Exhibit Description
Press release issued by Dow Inc. on October 24, 2024, announcing results for the third quarter of 2024.
104Cover Page Interactive Data File. The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.



Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOW INC.

Date: October 24, 2024


/s/ ANDREA L. DOMINOWSKI
Andrea L. Dominowski
Controller and Vice President
of Controllers





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Exhibit 99.1
October 24, 2024


Dow reports third quarter 2024 results
FINANCIAL HIGHLIGHTS
•GAAP earnings per share was $0.30; operating earnings per share (EPS)1 was $0.47, compared to $0.48 in the year-ago period and $0.68 in the prior quarter. Op. EPS excludes significant items totaling $0.17 per share, including restructuring and efficiency costs and charges related to a previously divested business.

•Net sales were $10.9 billion, up 1% compared to the year-ago period, led by higher sales in the U.S. & Canada. Sales were flat sequentially.

•Volume increased 1% compared to the year-ago period, driven by gains in Performance Materials & Coatings. Sequentially, volume increased 1%, led by gains in Packaging & Specialty Plastics and Industrial Intermediates & Infrastructure.

•Local price was flat year-over-year, as gains in Packaging & Specialty Plastics were offset by decreases in Performance Materials & Coatings. Sequentially, local price was down 1%, reflecting minor declines in all segments.

•Currency was flat both year-over-year and sequentially.

•Equity earnings were $2 million, up $9 million compared to the year-ago period. Sequentially, equity earnings were down $24 million.

•GAAP net income was $240 million. Op. EBIT1 was $641 million, up $15 million year-over-year, primarily driven by higher integrated margins in Packaging & Specialty Plastics, which were partly offset by the impact of an unplanned cracker outage in Texas and higher planned maintenance activity. Sequentially, Op. EBIT was down $178 million, reflecting the impact of the same unplanned cracker outage and lower local prices, primarily in Europe, the Middle East, Africa and India (EMEAI) and Asia Pacific.

•Cash provided by operating activities – continuing operations was $800 million, down $858 million year-over-year, primarily due to higher inventory to support both sales growth and labor-related supply chain disruptions. Sequentially, cash from operating activities was down $32 million.

•Returns to shareholders totaled $584 million in the quarter, including $490 million in dividends and $94 million in share repurchases.

SUMMARY FINANCIAL RESULTS
Three Months Ended Sep 30Three Months Ended Jun 30
In millions, except per share amounts3Q243Q23
vs. SQLY
[B / (W)]
2Q24
vs. PQ
[B / (W)]
Net Sales$10,879 $10,730 $149 $10,915 $(36)
GAAP Income, Net of Tax$240 $327 $(87)$458 $(218)
Operating EBIT1
$641 $626 $15 $819 $(178)
Operating EBIT Margin1
5.9 %5.8 %10 bps7.5 %(160) bps
Operating EBITDA1
$1,382 $1,283 $99 $1,501 $(119)
GAAP Earnings Per Share$0.30 $0.42 $(0.12)$0.62 $(0.32)
Operating Earnings Per Share1
$0.47 $0.48 $(0.01)$0.68 $(0.21)
Cash Provided by Operating Activities - Cont. Ops$800 $1,658 $(858)$832 $(32)
1.Op. Earnings Per Share, Op. EBIT, Cash Flow Conversion, Op. EBIT Margin and Op. EBITDA are non-GAAP measures. See page 6 for further discussion.
®TM Trademark of The Dow Chemical Company or an affiliated company of Dow
    1

Dow reports third quarter 2024 results

CEO QUOTE
Jim Fitterling, chair and chief executive officer, commented on the quarter:

“In the third quarter, Team Dow delivered our fourth consecutive quarter of year-over-year volume growth, while managing ongoing macroeconomic softness and an unplanned cracker outage in Texas. Our cost-advantaged footprint in the Americas continues to provide a strong competitive edge, enabling Dow to capture demand growth in attractive markets. However, a meaningful recovery has yet to materialize in Europe and China. In addition, Europe’s regulatory environment has led to increasing challenges across many sectors and value chains. Since 2023, we have proactively taken targeted actions to optimize our global asset footprint. Consistent with our best-owner mindset, we are announcing a strategic review of select assets in Europe, primarily those in our Polyurethanes business. We will continue to optimize our global footprint, while maximizing cash generation as we make progress on our higher-return investments that will drive long-term shareholder value.”


SEGMENT HIGHLIGHTS

Packaging & Specialty Plastics
Three Months Ended Sep 30Three Months Ended Jun 30
In millions, except margin percentages3Q243Q23
vs. SQLY
[B / (W)]
2Q24
vs. PQ
[B / (W)]
Net Sales$5,516 $5,454 $62 $5,515 $1 
Operating EBIT$618 $476 $142 $703 $(85)
Operating EBIT Margin11.2 %8.7 %250 bps12.7 %(150) bps
Equity Earnings$16 $50 $(34)$55 $(39)

Packaging & Specialty Plastics segment net sales in the quarter were $5.5 billion, up 1% versus the year-ago period. Local price increased 1% year-over-year, led by higher polyethylene prices in all regions except Latin America, which was flat. Volume was flat year-over-year, as higher demand for functional polymers in all regions was offset by lower polyethylene volumes. On a sequential basis, net sales were flat, driven by slightly lower downstream polymer sales and offset by higher non-recurring licensing revenue.

Equity earnings were $16 million, a decrease of $34 million compared to the prior year, driven by lower gains at the Thai joint ventures. Sequentially, equity earnings were down $39 million, led by lower gains at our non-principal joint ventures.

Op. EBIT was $618 million, an increase of $142 million compared to the year-ago period, as higher integrated margins more than offset the impact of an unplanned cracker outage in Texas. Sequentially, Op. EBIT decreased by $85 million, primarily due to the impact of an unplanned cracker outage in Texas.

Packaging and Specialty Plastics business reported a net sales increase versus the year-ago period, led by higher polyethylene sales primarily for industrial, consumer, and flexible food packaging in EMEAI and the U.S. & Canada. Sequentially, net sales were flat, as higher demand in all regions for flexible food and specialty packaging and higher polyethylene pricing in the U.S. & Canada were offset by lower sales in renewable energy and mobility end-markets.

Hydrocarbons & Energy business reported a net sales decline compared to the year-ago period, driven by lower third-party aromatics and energy sales, which were partly offset by higher olefin prices. Sequentially, net sales decreased, primarily due to lower aromatic prices in EMEAI.
    2

Dow reports third quarter 2024 results

Industrial Intermediates & Infrastructure
Three Months Ended Sep 30Three Months Ended Jun 30
In millions, except margin percentages3Q243Q23
vs. SQLY
[B / (W)]
2Q24
vs. PQ
[B / (W)]
Net Sales$2,962 $3,035 $(73)$2,951 $11 
Operating EBIT$(53)$21 $(74)$7 $(60)
Operating EBIT Margin(1.8)%0.7 %(250) bps0.2 %(200) bps
Equity Losses$(17)$(63)$46 $(31)$14 

Industrial Intermediates & Infrastructure segment net sales were $3 billion, down 2% versus the year-ago period. Local price was flat year-over-year. Volume was down 2% year-over-year, driven by lower volumes in Polyurethanes & Construction Chemicals, primarily from a force majeure in MDI following a third-party supplier outage. On a sequential basis, net sales were flat as volume gains were offset by lower prices in both businesses.

Equity losses for the segment were $17 million, an improvement of $46 million versus the year-ago period, driven by improved MEG margins at the Kuwait joint ventures. Sequentially, equity losses improved $14 million versus the prior quarter, driven by higher operating rates at Sadara and improved MEG margins at the Kuwait joint ventures.

Op. EBIT decreased $74 million versus the year-ago period, driven by higher planned maintenance activity and lower integrated margins, partly offset by improved equity earnings. On a sequential basis, Op. EBIT decreased $60 million, driven by lower integrated margins and higher planned maintenance, which were partly offset by the restart from an outage at Louisiana Operations.

Polyurethanes & Construction Chemicals business reported a net sales decrease compared to the year-ago period, driven by lower MDI volumes in the U.S. & Canada following a third-party supplier outage as well as lower local prices. Sequentially, net sales increased, driven by volume gains in Asia Pacific and Latin America, partly offset by lower volumes in EMEAI.

Industrial Solutions business reported an increase in net sales compared to the year-ago period, driven by improved supply availability following the restart from the outage at Louisiana Operations and local price gains. Sequentially, net sales were flat, driven by improved supply availability as well as higher demand for energy applications, which were offset by lower local prices.

Performance Materials & Coatings
Three Months Ended Sep 30Three Months Ended Jun 30
In millions, except margin percentages3Q243Q23
vs. SQLY
[B / (W)]
2Q24
vs. PQ
[B / (W)]
Net Sales$2,214 $2,130 $84 $2,243 $(29)
Operating EBIT$140 $179 $(39)$146 $(6)
Operating EBIT Margin6.3 %8.4 % (210) bps6.5 %(20) bps
Equity Earnings$1 $5 $(4)$2 $(1)

Performance Materials & Coatings segment net sales in the quarter were $2.2 billion, up 4% versus the year-ago period. Local price decreased 1% year-over-year, driven by lower prices in Consumer Solutions, partly offset by higher prices in Coatings & Performance Monomers. Volume was up 5% year-over-year, driven by gains in both businesses and all geographic regions. On a sequential basis, net sales were down 1%, driven by lower prices and seasonally lower volumes in the U.S. & Canada and EMEAI.




    3

Dow reports third quarter 2024 results

Op. EBIT was $140 million, a decrease of $39 million compared to the year-ago period, driven by higher raw material costs, partly offset by higher volumes. Sequentially, Op. EBIT decreased $6 million, driven by lower prices, which were mostly offset by lower planned maintenance activity.

Consumer Solutions business reported an increase in net sales versus the year-ago period, driven by higher volumes in all geographic regions and across all end-markets, led by home & personal care and electronics, partly offset by lower prices. Sequentially, net sales increased, driven by improved demand in siloxanes as well as electronics, which were partly offset by lower prices.

Coatings & Performance Monomers business reported an increase in net sales compared to the year-ago period, driven by volume and price gains, primarily in the U.S. & Canada. Sequentially, net sales decreased, primarily from seasonally lower demand for architectural coatings.


OUTLOOK

“Looking forward, we continue to operate with discipline as we capitalize on areas of demand strength and leverage our global scale and advantaged cost positions,” said Fitterling. “As cycle dynamics improve, we remain well-positioned to enable higher returns to shareholders. Our financial strength will continue to support our counter-cyclical growth investments, which are focused in higher-value businesses and regions, particularly where demand is resilient and we have a competitive cost advantage. Altogether, these investments are expected to deliver more than $3 billion in underlying earnings by 2030.”

Conference Call
Dow will host a live webcast of its quarterly earnings conference call with investors to discuss its results, business outlook and other matters today at 8:00 a.m. ET. The webcast and slide presentation that accompany the conference call will be posted on the events and presentations page of investors.dow.com.


About Dow
Dow (NYSE: DOW) is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications. Our global breadth, asset integration and scale, focused innovation, leading business positions and commitment to sustainability enable us to achieve profitable growth and help deliver a sustainable future. We operate manufacturing sites in 31 countries and employ approximately 35,900 people. Dow delivered sales of approximately $45 billion in 2023. References to Dow or the Company mean Dow Inc. and its subsidiaries. Learn more about us and our ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world by visiting www.dow.com.


###

For further information, please contact:

Investors:Media:
Andrew RikerSarah Young
ajriker@dow.comsyoung3@dow.com
 +1 989-633-5564 +1 989-638-6871
    4

Dow reports third quarter 2024 results


Cautionary Statement about Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “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 global and regional economic impacts of a pandemic or other public health-related risks and events on Dow’s business; 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; failure 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 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; and 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.

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, 2023, and the Company's subsequent Quarterly Reports on Form 10-Q. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow’s business. Dow Inc. and The Dow Chemical Company and its consolidated subsidiaries assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

®TM Trademark of The Dow Chemical Company or an affiliated company of Dow
    5

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 per common share - diluted" excluding the after-tax impact of significant items.

Operating EBIT is defined as earnings (i.e., "Income 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 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.


6
Dow Inc. and Subsidiaries
Consolidated Statements of Income
In millions, except per share amounts (Unaudited)Three Months EndedNine Months Ended
Sep 30, 2024Sep 30, 2023Sep 30, 2024Sep 30, 2023
Net sales$10,879 $10,730 $32,559 $34,001 
Cost of sales9,809 9,592 28,888 30,096 
Research and development expenses208 197 608 616 
Selling, general and administrative expenses396 380 1,228 1,216 
Amortization of intangibles76 81 234 243 
Restructuring and asset related charges - net24 — 69 549 
Equity in earnings (losses) of nonconsolidated affiliates2 (7)45 (112)
Sundry income (expense) - net119 92 256 202 
Interest income36 44 143 186 
Interest expense and amortization of debt discount199 192 595 549 
Income before income taxes324 417 1,381 1,008 
Provision for income taxes84 90 145 253 
Net income240 327 1,236 755 
Net income attributable to noncontrolling interests26 25 67 61 
Net income available for Dow Inc. common stockholders$214 $302 $1,169 $694 
Per common share data:
Earnings per common share - basic$0.30 $0.43 $1.65 $0.97 
Earnings per common share - diluted$0.30 $0.42 $1.65 $0.97 
Weighted-average common shares outstanding - basic702.3 704.0 703.5 706.4 
Weighted-average common shares outstanding - diluted703.6 707.5 704.9 709.7 


7
Dow Inc. and Subsidiaries
Consolidated Balance Sheets

In millions, except share amounts (Unaudited)
Sep 30,
2024		Dec 31,
2023
Assets
Current Assets
Cash and cash equivalents$2,883 $2,987 
Accounts and notes receivable:
Trade (net of allowance for doubtful receivables - 2024: $111; 2023: $81)5,380 4,718 
Other1,936 1,896 
Inventories6,741 6,076 
Other current assets1,037 1,937 
Total current assets17,977 17,614 
Investments
Investment in nonconsolidated affiliates1,303 1,267 
Other investments (investments carried at fair value - 2024: $2,135; 2023: $1,877)2,854 2,740 
Noncurrent receivables525 438 
Total investments4,682 4,445 
Property
Property62,642 60,203 
Less: Accumulated depreciation40,549 39,137 
Net property22,093 21,066 
Other Assets
Goodwill8,684 8,641 
Other intangible assets (net of accumulated amortization - 2024: $5,645; 2023: $5,374)1,840 2,072 
Operating lease right-of-use assets1,301 1,320 
Deferred income tax assets1,526 1,486 
Deferred charges and other assets1,286 1,323 
Total other assets14,637 14,842 
Total Assets$59,389 $57,967 
Liabilities and Equity
Current Liabilities
Notes payable$111 $62 
Long-term debt due within one year296 117 
Accounts payable:
Trade5,093 4,529 
Other1,955 1,797 
Operating lease liabilities - current316 329 
Income taxes payable257 419 
Accrued and other current liabilities2,799 2,704 
Total current liabilities10,827 9,957 
Long-Term Debt16,164 14,907 
Other Noncurrent Liabilities
Deferred income tax liabilities397 399 
Pension and other postretirement benefits - noncurrent4,689 4,932 
Asbestos-related liabilities - noncurrent727 788 
Operating lease liabilities - noncurrent1,023 1,032 
Other noncurrent obligations6,721 6,844 
Total other noncurrent liabilities13,557 13,995 
Stockholders’ Equity
Common stock (authorized 5,000,000,000 shares of $0.01 par value each;
issued 2024: 782,047,707 shares; 2023: 778,595,514 shares)		8 8 
Additional paid-in capital9,055 8,880 
Retained earnings21,459 21,774 
Accumulated other comprehensive loss(7,503)(7,681)
Treasury stock at cost (2024: 81,956,017 shares; 2023: 76,302,081 shares)(4,708)(4,374)
Dow Inc.’s stockholders’ equity18,311 18,607 
Noncontrolling interests530 501 
Total equity18,841 19,108 
Total Liabilities and Equity$59,389 $57,967 

8
Dow Inc. and Subsidiaries
Consolidated Statements of Cash Flows

In millions (Unaudited)Nine Months Ended
Sep 30,
2024		Sep 30,
2023
Operating Activities
Net income$1,236 $755 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,143 1,954 
Credit for deferred income tax(134)(817)
Earnings of nonconsolidated affiliates less than dividends received221 300 
Net periodic pension benefit credit(143)(69)
Pension contributions(92)(111)
Net gain on sales of assets, businesses and investments(58)(49)
Restructuring and asset related charges - net69 549 
Other net loss332 588 
Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable(818)365 
Inventories(676)777 
Accounts payable601 (859)
Other assets and liabilities, net(589)153 
Cash provided by operating activities - continuing operations2,092 3,536 
Cash provided by operating activities - discontinued operations8 4 
Cash provided by operating activities2,100 3,540 
Investing Activities
Capital expenditures(2,173)(1,598)
Investment in gas field developments(157)(175)
Purchases of previously leased assets— (5)
Proceeds from sales of property, businesses and consolidated companies, net of cash divested36 66 
Acquisitions of property and businesses, net of cash acquired(121)(103)
Investments in and loans to nonconsolidated affiliates(25)(4)
Distributions and loan repayments from nonconsolidated affiliates— 2 
Proceeds from sales of ownership interests in nonconsolidated affiliates— 63 
Purchases of investments(1,381)(1,291)
Proceeds from sales and maturities of investments2,386 1,244 
Other investing activities, net(21)(45)
Cash used for investing activities(1,456)(1,846)
Financing Activities
Changes in short-term notes payable(61)(122)
Proceeds from issuance of short-term debt greater than three months114 — 
Payments on short-term debt greater than three months(6)— 
Proceeds from issuance of long-term debt1,443 76 
Payments on long-term debt(224)(355)
Collections on securitization programs28 8 
Purchases of treasury stock(494)(500)
Proceeds from issuance of stock51 63 
Transaction financing, debt issuance and other costs(13)(1)
Employee taxes paid for share-based payment arrangements(38)(41)
Distributions to noncontrolling interests(49)(51)
Dividends paid to stockholders(1,474)(1,481)
Cash used for financing activities(723)(2,404)
Effect of exchange rate changes on cash, cash equivalents and restricted cash18 (130)
Summary
Decrease in cash, cash equivalents and restricted cash(61)(840)
Cash, cash equivalents and restricted cash at beginning of period3,048 3,940 
Cash, cash equivalents and restricted cash at end of period$2,987 $3,100 
Less: Restricted cash and cash equivalents, included in "Other current assets"104 20 
Cash and cash equivalents at end of period$2,883 $3,080 
9
Dow Inc. and Subsidiaries
Net Sales by Segment and Geographic Region
Net Sales by SegmentThree Months EndedNine Months Ended
In millions (Unaudited)Sep 30, 2024Sep 30, 2023Sep 30, 2024Sep 30, 2023
Packaging & Specialty Plastics$5,516 $5,454 $16,461 $17,508 
Industrial Intermediates & Infrastructure2,962 3,035 8,921 9,590 
Performance Materials & Coatings2,214 2,130 6,609 6,603 
Corporate187 111 568 300 
Total$10,879 $10,730 $32,559 $34,001 
U.S. & Canada$4,149 $3,968 $12,470 $12,667 
EMEAI 1
3,568 3,398 10,624 11,225 
Asia Pacific1,890 2,067 5,712 6,172 
Latin America1,272 1,297 3,753 3,937 
Total$10,879 $10,730 $32,559 $34,001 

Net Sales Variance by Segment and Geographic Region
Three Months Ended Sep 30, 2024
Nine Months Ended Sep 30, 2024
Local Price & Product MixCurrencyVolumeTotalLocal Price & Product MixCurrencyVolumeTotal
Percent change from prior year
Packaging & Specialty Plastics1 %— %— %1 %(4)%— %(2)%(6)%
Industrial Intermediates & Infrastructure— — (2)(2)(7)(1)1 (7)
Performance Materials & Coatings(1)— 5 4 (4)(1)5 — 
Total— %— %1 %1 %(5)%— %1 %(4)%
Total, excluding the Hydrocarbons & Energy business— %— %2 %2 %(5)%(1)%3 %(3)%
U.S. & Canada2 %— %3 %5 %(4)%— %2 %(2)%
EMEAI 1
2 — 3 5 (5)— — (5)
Asia Pacific(2)(1)(6)(9)(6)(1)— (7)
Latin America(2)— — (2)(5)— — (5)
Total — %— %1 %1 %(5)%— %1 %(4)%

Net Sales Variance by Segment and Geographic Region
Three Months Ended Sep 30, 2024
Local Price & Product MixCurrencyVolumeTotal
Percent change from prior quarter
Packaging & Specialty Plastics(1)%— %1 %— %
Industrial Intermediates & Infrastructure(1)— 1 — 
Performance Materials & Coatings(1)1 (1)(1)
Total(1)%— %1 %— %
Total, excluding the Hydrocarbons & Energy business(1)%— %1 %— %
U.S. & Canada— %— %(1)%(1)%
EMEAI 1
(2)1 1 — 
Asia Pacific(3)— 2 (1)
Latin America(1)— 3 2 
Total (1)%— %1 %— %
1.Europe, Middle East, Africa and India.
10
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures

Operating EBIT by SegmentThree Months EndedNine Months Ended
In millions (Unaudited)Sep 30, 2024Sep 30, 2023Sep 30, 2024Sep 30, 2023
Packaging & Specialty Plastics$618 $476 $1,926 $2,036 
Industrial Intermediates & Infrastructure(53)21 41 109 
Performance Materials & Coatings140 179 327 280 
Corporate(64)(50)(160)(206)
Total$641 $626 $2,134 $2,219 
Depreciation and Amortization by SegmentThree Months EndedNine Months Ended
In millions (Unaudited)Sep 30, 2024Sep 30, 2023Sep 30, 2024Sep 30, 2023
Packaging & Specialty Plastics$384 $321 $1,098 $961 
Industrial Intermediates & Infrastructure155 134 443 391 
Performance Materials & Coatings194 193 578 583 
Corporate8 9 24 19 
Total$741 $657 $2,143 $1,954 
Operating EBITDA by SegmentThree Months EndedNine Months Ended
In millions (Unaudited)Sep 30, 2024Sep 30, 2023Sep 30, 2024Sep 30, 2023
Packaging & Specialty Plastics$1,002 $797 $3,024 $2,997 
Industrial Intermediates & Infrastructure102 155 484 500 
Performance Materials & Coatings334 372 905 863 
Corporate(56)(41)(136)(187)
Total$1,382 $1,283 $4,277 $4,173 
Equity in Earnings (Losses) of Nonconsolidated Affiliates by SegmentThree Months EndedNine Months Ended
In millions (Unaudited)Sep 30, 2024Sep 30, 2023Sep 30, 2024Sep 30, 2023
Packaging & Specialty Plastics$16 $50 $96 $90 
Industrial Intermediates & Infrastructure(17)(63)(63)(219)
Performance Materials & Coatings1 5 9 14 
Corporate2 1 3 3 
Total$2 $(7)$45 $(112)
Reconciliation of "Net income" to "Operating EBIT"Three Months EndedNine Months Ended
In millions (Unaudited)Jun 30, 2024Sep 30, 2024Sep 30, 2023Sep 30, 2024Sep 30, 2023
Net income$458 $240 $327 $1,236 $755 
+ Provision (credit) for income taxes150 84 90 145 253 
Income before income taxes $608 $324 $417 $1,381 $1,008 
- Interest income42 36 44 143 186 
+ Interest expense and amortization of debt discount197 199 192 595 549 
- Significant items (56)(154)(61)(301)(848)
Operating EBIT (non-GAAP)$819 $641 $626 $2,134 $2,219 

11
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures

Significant Items Impacting Results for the Three Months Ended Sep 30, 2024
In millions, except per share amounts (Unaudited)
Pretax 1
Net Income 2
EPS 3
Income Statement Classification
Reported results$324 $214 $0.30 
Less: Significant items
Restructuring, implementation and efficiency costs, and asset related charges - net 4
(79)(62)(0.09)
Cost of sales ($47 million);
R&D ($1 million); SG&A ($7 million); Restructuring and asset related charges - net ($24 million)
Indemnification and other transaction related costs 5
(75)(58)(0.08)Cost of sales
Total significant items$(154)$(120)$(0.17)
Operating results (non-GAAP)$478 $334 $0.47 

Significant Items Impacting Results for the Three Months Ended Sep 30, 2023
In millions, except per share amounts (Unaudited)
Pretax 1
Net Income 2
EPS 3
Income Statement Classification
Reported results $417 $302 $0.42 
Less: Significant items
Restructuring, implementation and efficiency costs, and asset related charges - net 4
(82)(64)(0.09)
Cost of sales ($52 million);
R&D ($1 million); SG&A ($29 million)
Indemnification and other transaction related costs 6
21 21 0.03 Sundry income (expense) - net
Total significant items$(61)$(43)$(0.06)
Operating results (non-GAAP)$478 $345 $0.48 
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.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 in 2024.
5.Includes a charge related to an arbitration settlement agreement for historical product claims from a divested business.
6.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.


12
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures

Significant Items Impacting Results for the Nine Months Ended Sep 30, 2024
In millions, except per share amounts (Unaudited)
Pretax 1
Net Income 2
EPS 3
Income Statement Classification
Reported results$1,381 $1,169 $1.65 
Less: Significant items
Restructuring, implementation and efficiency costs, and asset related charges - net 4
(226)(177)(0.25)
Cost of sales ($124 million);
R&D ($3 million); SG&A ($30 million); Restructuring and asset related charges - net ($69 million)
Indemnification and other transaction related costs 5
(75)(58)(0.08)Cost of sales
Income tax related items 6
— 194 0.27 Provision for income taxes
Total significant items$(301)$(41)$(0.06)
Operating results (non-GAAP)$1,682 $1,210 $1.71 

Significant Items Impacting Results for the Nine Months Ended Sep 30, 2023
In millions, except per share amounts (Unaudited)
Pretax 1
Net Income 2
EPS 3
Income Statement Classification
Reported results$1,008 $694 $0.97 
Less: Significant items
Restructuring, implementation and efficiency costs, and asset related charges - net 4
(688)(542)(0.76)
Cost of sales ($115 million);
R&D ($3 million); SG&A ($51 million); Restructuring and asset related charges - net ($549 million), offset by Sundry income (expense) - net ($30 million)
Litigation related charges, awards and adjustments 7
(177)(138)(0.19)Cost of sales
Indemnification and other transaction related costs 8
17 20 0.03 Sundry income (expense) - net
Income tax related items 9
— 57 0.08 Provision for income taxes
Total significant items$(848)$(603)$(0.84)
Operating results (non-GAAP)$1,856 $1,297 $1.81 
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.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 in 2024 and certain gains and losses associated with previously impaired equity investments in 2023.
5.Includes a charge related to an arbitration settlement agreement for historical product claims from a divested business.
6.Reassessment of interest and penalties related to a tax matter in a foreign jurisdiction.
7.Includes a loss associated with legacy agricultural products groundwater contamination matters.
8.Primarily related to charges associated with agreements entered into with DuPont and Corteva as part of the separation and distribution which, among other matters, provides for cross-indemnities and allocations of obligations and liabilities for periods prior to, at and after the completion of the separation.
9.Related to deferred tax assets in a foreign jurisdiction partially offset by a remeasurement of uncertain tax positions.


13
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures

Significant Items Impacting Results for the Three Months Ended Jun 30, 2024
In millions, except per share amounts (Unaudited)
Pretax 1
Net Income 2
EPS 3
Income Statement Classification
Reported results$608 $439 $0.62 
Less: Significant items
Restructuring, implementation and efficiency costs, and asset related charges - net 4
(56)(43)(0.06)
Cost of sales ($44 million);
R&D ($1 million); SG&A ($11 million)
Total significant items$(56)$(43)$(0.06)
Operating results (non-GAAP)$664 $482 $0.68 
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.Restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program.


Reconciliation of Free Cash Flow
Three Months EndedNine Months Ended
In millions (Unaudited)
Sep 30, 2024Sep 30, 2023Sep 30, 2024Sep 30, 2023
Cash provided by operating activities - continuing operations (GAAP)$800 $1,658 $2,092 $3,536 
Capital expenditures(736)(597)(2,173)(1,598)
Free Cash Flow (non-GAAP)$64 $1,061 $(81)$1,938 

Reconciliation of Cash Flow Conversion
Three Months Ended
In millions (Unaudited)
Dec 31, 2023Mar 31, 2024Jun 30, 2024Sep 30, 2024
Cash provided by operating activities - continuing operations (GAAP)$1,628 $460 $832 $800 
Net income (loss) (GAAP)$(95)$538 $458 $240 
Cash flow from operations to net income (GAAP) 1
N/A85.5 %181.7 %333.3 %
Cash flow from operations to net income - trailing twelve months (GAAP)326.0 %
Operating EBITDA (non-GAAP)$1,216 $1,394 $1,501 $1,382 
Cash Flow Conversion (Cash flow from operations to Operating EBITDA) (non-GAAP)133.9 %33.0 %55.4 %57.9 %
Cash Flow Conversion - trailing twelve months (non-GAAP)67.7 %
1.Cash flow from operations to net income is not applicable for the fourth quarter of 2023 due to a net loss for the period.

14
v3.24.3
Cover
Oct. 24, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 24, 2024
Entity File Number 001-38646
Entity Registrant Name Dow Inc.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 30-1128146
Entity Address, Address Line One 2211 H.H. Dow Way
Entity Address, City or Town Midland
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48674
City Area Code 989
Local Phone Number 636-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol DOW
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q3
Entity Central Index Key 0001751788
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