0001751788FALSE00017517882025-01-302025-01-30

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):
January 30, 2025

dowdiamondredrgb819a01.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 January 30, 2025, Dow Inc. issued a press release, attached as Exhibit 99.1 and incorporated herein by reference, announcing results for the fourth 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 January 30, 2025, announcing results for the fourth 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: January 30, 2025

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


dow-seek_vertxsmbrandlinea.jpg
Exhibit 99.1
January 30, 2025

Dow reports fourth quarter 2024 results
FINANCIAL HIGHLIGHTS
•Net sales were $10.4 billion, down 2% year-over-year, reflecting declines in Packaging & Specialty Plastics. Sequentially, net sales were down 4%, led by seasonal declines in Performance Materials & Coatings.

•Volume increased 1% compared to the year-ago period, with gains in most regions. Sequentially, volume decreased 1%, led by seasonally lower demand in Performance Materials & Coatings, partly offset by improved supply availability in Packaging & Specialty Plastics and Industrial Intermediates & Infrastructure.

•Local price was down 3% year-over-year and sequentially, with declines in all operating segments.

•Equity losses were $51 million, down $44 million compared to the year-ago period, primarily driven by lower integrated margins at our Thai joint ventures. Sequentially, equity earnings were down $53 million, driven by lower earnings at our principal joint ventures.

•GAAP net loss was $35 million, or $0.08 per share, including significant items totaling $0.08, primarily from restructuring and efficiency costs. Operating earnings per share¹ was $0.00. Both earnings per share and operating earnings per share include higher-than-expected non-cash tax adjustments of $0.27, primarily related to Argentina, amplified by inflation.

•Op. EBIT1 was $454 million, down $105 million year-over-year, primarily driven by lower prices, which were partly offset by higher operating rates and lower spending. Sequentially, Op. EBIT was down $187 million, reflecting lower integrated margins in Packaging & Specialty Plastics and seasonally lower demand in Performance Materials & Coatings.

•Cash provided by operating activities – continuing operations was $811 million, down $817 million year-over-year, primarily driven by a significant prior period working capital release from destocking. Sequentially, cash from operating activities was up $11 million.

•Returns to shareholders totaled $492 million of dividends in the quarter.

•The Company delivered 2024 full year net sales of $43.0 billion compared to $44.6 billion in 2023. GAAP net income was $1.2 billion, up from $660 million in 2023. Operating EBIT was $2.6 billion, down from $2.8 billion last year. Cash provided by operating activities – continuing operations was $2.9 billion compared to $5.2 billion in 2023. The Company delivered returns to shareholders of $2.5 billion, comprised of $2 billion in dividends and $0.5 billion in share repurchases in 2024.

SUMMARY FINANCIAL RESULTS

Three Months Ended Dec 31Three Months Ended Sep 30
In millions, except per share amounts4Q244Q23
vs. SQLY
[B / (W)]
3Q24
vs. PQ
[B / (W)]
Net Sales$10,405 $10,621 $(216)$10,879 $(474)
GAAP Income (Loss), Net of Tax$(35)$(95)$60 $240 $(275)
Operating EBIT1
$454 $559 $(105)$641 $(187)
Operating EBIT Margin1
4.4 %5.3 %(90) bps5.9 %(150) bps
Operating EBITDA1
$1,205 $1,216 $(11)$1,382 $(177)
GAAP Earnings (Loss) Per Share$(0.08)$(0.15)$0.07 $0.30 $(0.38)
Operating Earnings Per Share1
$0.00 $0.43 $(0.43)$0.47 $(0.47)
Cash Provided by Operating Activities - Cont. Ops$811 $1,628 $(817)$800 $11 


1.Op. Earnings Per Share, Op. EBIT, Op. EBIT Margin, Op. EBITDA, Free Cash Flow and Cash Flow Conversion are non-GAAP measures. See page 6 for further discussion.
®™ Trademark of The Dow Chemical Company or an affiliated company of Dow
1

Dow reports fourth quarter 2024 results

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

"Despite persistently weak macroeconomic conditions, Team Dow delivered our fifth consecutive quarter of year-over-year volume growth, leveraging our cost-advantaged footprint to capture resilient demand for high-value applications. In December, we signed a definitive agreement for the sale of a minority stake in select U.S. Gulf Coast infrastructure assets for expected cash proceeds of up to approximately $3 billion. The partnership represents a new business model designed to drive operational efficiencies and growth with new customers, while providing near-term financial flexibility. We also announced a strategic review of select European assets, and today we are announcing additional actions to deliver $1 billion of targeted cost reductions. These collective actions represent a continuation of Dow’s commitment to maintaining our strong financial foundation and supplementing near-term cash flow.”

SEGMENT HIGHLIGHTS

Packaging & Specialty Plastics
Three Months Ended Dec 31Three Months Ended Sep 30
In millions, except margin percentages4Q244Q23
vs. SQLY
[B / (W)]
3Q24
vs. PQ
[B / (W)]
Net Sales$5,315 $5,641 $(326)$5,516 $(201)
Operating EBIT$447 $664 $(217)$618 $(171)
Operating EBIT Margin8.4 %11.8 %(340) bps11.2 %(280) bps
Equity Earnings (Losses)$(15)$40 $(55)$16 $(31)

Packaging & Specialty Plastics segment net sales in the quarter were $5.3 billion, down 6% versus the year-ago period. Local price decreased 5% year-over-year, primarily driven by lower functional polymers and polyethylene prices. Segment volume was down 1% year-over-year, as polyethylene demand growth was more than offset by lower merchant hydrocarbons and non-recurring licensing revenue. On a sequential basis, net sales were down 4%, primarily driven by lower polyethylene prices.

Equity losses were $15 million, a decrease of $55 million compared to the prior year, led by lower integrated margins at the Thai joint ventures. Sequentially, equity earnings were down $31 million, driven by lower earnings at our principal joint ventures.

Op. EBIT was $447 million, a decrease of $217 million compared to the year-ago period, driven by lower integrated margins, licensing revenue, and reduced equity earnings. Sequentially, Op. EBIT decreased by $171 million, due to lower integrated margins and equity earnings, partly offset by the restart of a cracker in Texas and lower planned maintenance activity.

Packaging and Specialty Plastics business reported a net sales decrease versus the year-ago period, driven by lower functional polymers and polyethylene prices, primarily in Asia Pacific, partly offset by higher demand for flexible food and specialty packaging in all regions except Latin America. Sequentially, net sales decreased, as higher demand for industrial and consumer packaging was more than offset by lower prices.

Hydrocarbons & Energy business reported a net sales decline compared to the year-ago period, driven by lower merchant olefins demand and aromatics prices. Sequentially, net sales decreased, as higher third-party olefins demand from improved supply availability after the restart of a cracker in Texas was more than offset by lower olefins and aromatics prices.
2

Dow reports fourth quarter 2024 results

Industrial Intermediates & Infrastructure
Three Months Ended Dec 31Three Months Ended Sep 30
In millions, except margin percentages4Q244Q23
vs. SQLY
[B / (W)]
3Q24
vs. PQ
[B / (W)]
Net Sales$2,948 $2,948 $0 $2,962 $(14)
Operating EBIT$84 $15 $69 $(53)$137 
Operating EBIT Margin2.8 %0.5 %230 bps(1.8)%460 bps
Equity Earnings (Losses)$(39)$(57)$18 $(17)$(22)

Industrial Intermediates & Infrastructure segment net sales were $2.9 billion, flat versus the year-ago period. Local price declined 1% year-over-year. Volume increased 1% year-over-year, driven by improved supply availability in Industrial Solutions, partially offset by lower volumes in Polyurethanes & Construction Chemicals. On a sequential basis, net sales were flat as seasonal increases in deicing fluid demand offset local price declines and seasonally lower volumes in building & construction.

Equity losses for the segment were $39 million, an improvement of $18 million versus the year-ago period, driven by improved MEG margins at the Kuwait joint ventures. Equity losses in the prior quarter were $17 million. Sequentially, the earnings decline was primarily driven by price declines in Asia Pacific at Sadara.

Op. EBIT increased $69 million versus the year-ago period, primarily driven by higher operating rates and improved supply availability in our Industrial Solutions business. On a sequential basis, Operating EBIT increased by $137 million, driven by lower planned maintenance activity and higher operating rates that were partially offset by local price declines.

Polyurethanes & Construction Chemicals business reported a decrease in net sales compared to the year-ago period, driven by lower volumes primarily in Asia Pacific and Europe, the Middle East, Africa and India (EMEAI). Sequentially, net sales decreased, driven by seasonally lower demand in building & construction applications.

Industrial Solutions business reported an increase in net sales compared to the year-ago period, as local price declines were more than offset by volume gains in all regions on improved supply availability following the restart and continued ramp-up from an outage at Louisiana Operations. Sequentially, net sales increased, driven by higher ethylene oxide project-related catalyst sales and seasonally higher demand for deicing fluids, partly offset by local price declines.

Performance Materials & Coatings
Three Months Ended Dec 31Three Months Ended Sep 30
In millions, except margin percentages4Q244Q23
vs. SQLY
[B / (W)]
3Q24
vs. PQ
[B / (W)]
Net Sales$1,965 $1,894 $71 $2,214 $(249)
Operating EBIT$(9)$(61)$52 $140 $(149)
Operating EBIT Margin(0.5)%(3.2)%270 bps6.3 %(680) bps
Equity Earnings (Losses)$2 $6 $(4)$1 $1 

Performance Materials & Coatings segment net sales in the quarter were $2 billion, up 4% versus the year-ago period. Local price decreased 2% year-over-year, primarily driven by lower prices in Consumer Solutions. Volume was up 5% year-over-year, driven by gains in both businesses. On a sequential basis, net sales were down 11%, primarily from seasonally lower demand.

Op. EBIT increased $52 million versus the year-ago period, driven by volume gains as well as lower fixed costs. Sequentially, Op. EBIT decreased $149 million, driven by seasonally lower demand and operating rates.


3

Dow reports fourth quarter 2024 results

Consumer Solutions business reported an increase in net sales versus the year-ago period, driven by volume gains across all downstream end markets, led by infrastructure, home care, and electronics, as well as in upstream siloxanes. Sequentially, net sales decreased primarily driven by lower seasonal demand.

Coatings & Performance Monomers business reported an increase in net sales compared to the year-ago period, driven by higher merchant monomers volumes in the U.S. & Canada, which were partly offset by lower volumes in EMEAI. Sequentially, net sales decreased, primarily from seasonally lower demand for pavement markings and architectural coatings.

OUTLOOK

“We remain confident that Dow will benefit from the completion of our near-term incremental growth projects and an enhanced focus on operational discipline in 2025. In addition, we are optimistic that we will see further demand growth in attractive end markets such as packaging, energy and electronics,” said Fitterling. “Our differentiated portfolio and strong balance sheet enable us to deliver on all our capital allocation priorities, including an industry-leading dividend. Until we see more definitive indications of a true recovery taking hold – and in order to deliver improved margins – we are taking actions to reduce our costs by $1 billion as well as our 2025 CapEx plans by $300 - 500 million. We will complete these actions while staying the course on our long-term strategic priorities. Our proactive interventions are necessary for Dow to continue to successfully navigate this economic downcycle.”

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

About Dow
Dow (NYSE: DOW) is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications. Our global breadth, asset integration and scale, focused innovation, leading business positions and commitment to sustainability enable us to achieve profitable growth and help deliver a sustainable future. We operate manufacturing sites in 30 countries and employ approximately 36,000 people. Dow delivered sales of approximately $43 billion in 2024. References to Dow or the Company mean Dow Inc. and its subsidiaries. Learn more about us and our ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world by visiting www.dow.com.

###


For further information, please contact:

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

Dow reports fourth 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,” “could,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow’s products; Dow’s expenses, future revenues and profitability; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflicts between Russia and Ukraine and in the Middle East; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow's contemplated capital and operating projects; Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe, including the completion and success of its integrated ethylene cracker and derivatives facility in Alberta, Canada; size of the markets for Dow’s products and services and ability to compete in such markets; 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; 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, 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 (loss) per common share - diluted" excluding the after-tax impact of significant items.

Operating EBIT is defined as earnings (i.e., "Income (loss) before income taxes") before interest, excluding the impact of significant items.

Operating EBIT Margin is defined as Operating EBIT as a percentage of net sales.

Operating EBITDA is defined as earnings (i.e., "Income (loss) before income taxes") before interest, depreciation and amortization, excluding the impact of significant items.

Free Cash Flow is defined as "Cash provided by operating activities - continuing operations," less capital expenditures. Under this definition, Free Cash Flow represents the cash generated by the Company from operations after investing in its asset base. Free Cash Flow, combined with cash balances and other sources of liquidity, represent the cash available to fund obligations and provide returns to shareholders. Free Cash Flow is an integral financial measure used in the Company's financial planning process.

Cash Flow Conversion is defined as "Cash provided by operating activities - continuing operations," divided by Operating EBITDA. Management believes Cash Flow Conversion is an important financial metric as it helps the Company determine how efficiently it is converting its earnings into cash flow.

Operating Return on Invested Capital ("ROC") is defined as net operating profit after tax, excluding the impact of significant items, divided by total average capital, also referred to as ROIC.




6
Dow Inc. and Subsidiaries
Consolidated Statements of Income
In millions, except per share amounts (Unaudited)Three Months EndedTwelve Months Ended
Dec 31, 2024Dec 31, 2023Dec 31, 2024Dec 31, 2023
Net sales$10,405 $10,621 $42,964 $44,622 
Cost of sales9,470 9,646 38,358 39,742 
Research and development expenses202 213 810 829 
Selling, general and administrative expenses353 411 1,581 1,627 
Amortization of intangibles76 81 310 324 
Restructuring and asset related charges (credits) - net34 (21)103 528 
Equity in losses of nonconsolidated affiliates(51)(7)(6)(119)
Sundry income (expense) - net159 (482)415 (280)
Interest income57 43 200 229 
Interest expense and amortization of debt discount216 197 811 746 
Income (loss) before income taxes219 (352)1,600 656 
Provision (credit) for income taxes254 (257)399 (4)
Net income (loss)(35)(95)1,201 660 
Net income attributable to noncontrolling interests18 10 85 71 
Net income (loss) available for Dow Inc. common stockholders$(53)$(105)$1,116 $589 
— — — — 
Per common share data:
Earnings (loss) per common share - basic$(0.08)$(0.15)$1.57 $0.82 
Earnings (loss) per common share - diluted$(0.08)$(0.15)$1.57 $0.82 
Weighted-average common shares outstanding - basic704.7 703.6 703.8 705.7 
Weighted-average common shares outstanding - diluted704.7 703.6 705.1 709.0 


7
Dow Inc. and Subsidiaries
Consolidated Balance Sheets

In millions, except share amounts (Unaudited)
Dec 31,
2024		Dec 31,
2023
Assets
Current Assets
Cash and cash equivalents$2,189 $2,987 
Accounts and notes receivable:
Trade (net of allowance for doubtful receivables - 2024: $95; 2023: $81)
4,756 4,718 
Other2,108 1,896 
Inventories6,544 6,076 
Other current assets993 1,937 
Total current assets16,590 17,614 
Investments
Investment in nonconsolidated affiliates1,266 1,267 
Other investments (investments carried at fair value - 2024: $2,047; 2023: $1,877)3,033 2,740 
Noncurrent receivables380 438 
Total investments4,679 4,445 
Property
Property62,121 60,203 
Less: Accumulated depreciation40,117 39,137 
Net property22,004 21,066 
Other Assets
Goodwill8,565 8,641 
Other intangible assets (net of accumulated amortization - 2024: $5,394; 2023: $5,374)1,721 2,072 
Operating lease right-of-use assets1,268 1,320 
Deferred income tax assets1,257 1,486 
Deferred charges and other assets1,228 1,323 
Total other assets14,039 14,842 
Total Assets$57,312 $57,967 
Liabilities and Equity
Current Liabilities
Notes payable$135 $62 
Long-term debt due within one year497 117 
Accounts payable:
Trade4,847 4,529 
Other1,694 1,797 
Operating lease liabilities - current318 329 
Income taxes payable276 419 
Accrued and other current liabilities2,521 2,704 
Total current liabilities10,288 9,957 
Long-Term Debt15,711 14,907 
Other Noncurrent Liabilities
Deferred income tax liabilities392 399 
Pension and other postretirement benefits - noncurrent4,736 4,932 
Asbestos-related liabilities - noncurrent713 788 
Operating lease liabilities - noncurrent984 1,032 
Other noncurrent obligations6,637 6,844 
Total other noncurrent liabilities13,462 13,995 
Stockholders’ Equity
Common stock (authorized 5,000,000,000 shares of $0.01 par value each;
issued 2024: 784,471,939 shares; 2023: 778,595,514 shares)
8 8 
Additional paid-in capital9,203 8,880 
Retained earnings20,909 21,774 
Accumulated other comprehensive loss(8,110)(7,681)
Treasury stock at cost (2024: 80,859,145 shares; 2023: 76,302,081 shares)
(4,655)(4,374)
Dow Inc.’s stockholders’ equity17,355 18,607 
Noncontrolling interests496 501 
Total equity17,851 19,108 
Total Liabilities and Equity$57,312 $57,967 
8
Dow Inc. and Subsidiaries
Consolidated Statements of Cash Flows

In millions (Unaudited) For the years ended Dec 31,20242023
Operating Activities
Net income$1,201 $660 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,894 2,611 
Provision (credit) for deferred income tax135 (1,222)
Earnings of nonconsolidated affiliates less than dividends received348 387 
Net periodic pension benefit cost (credit)(210)548 
Pension contributions(121)(142)
Net gain on sales of assets, businesses and investments(65)(70)
Restructuring and asset related charges - net103 528 
Other net loss239 796 
Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable(224)1,161 
Inventories(529)844 
Accounts payable278 (734)
Other assets and liabilities, net(1,146)(203)
Cash provided by operating activities - continuing operations2,903 5,164 
Cash provided by operating activities - discontinued operations11 32 
Cash provided by operating activities2,914 5,196 
Investing Activities
Capital expenditures(2,940)(2,356)
Investment in gas field developments(203)(215)
Purchases of previously leased assets— (7)
Proceeds from sales of property, businesses and consolidated companies, net of cash divested234 95 
Acquisitions of property and businesses, net of cash acquired(125)(114)
Investments in and loans to nonconsolidated affiliates(28)(5)
Distributions and loan repayments from nonconsolidated affiliates— 2 
Proceeds from sales of ownership interests in nonconsolidated affiliates— 63 
Purchases of investments(1,809)(2,288)
Proceeds from sales and maturities of investments2,536 1,958 
Other investing activities, net(33)(61)
Cash used for investing activities(2,368)(2,928)
Financing Activities
Changes in short-term notes payable(61)(249)
Proceeds from issuance of short-term debt greater than three months143 — 
Payments on short-term debt greater than three months(17)— 
Proceeds from issuance of long-term debt1,467 104 
Payments on long-term debt(267)(446)
Collections on securitization programs, net of remittances(9)18 
Purchases of treasury stock(494)(625)
Proceeds from issuance of stock166 188 
Transaction financing, debt issuance and other costs(14)(2)
Employee taxes paid for share-based payment arrangements(39)(42)
Distributions to noncontrolling interests(77)(89)
Dividends paid to stockholders(1,966)(1,972)
Cash used for financing activities(1,168)(3,115)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(163)(45)
Summary
Decrease in cash, cash equivalents and restricted cash(785)(892)
Cash, cash equivalents and restricted cash at beginning of year3,048 3,940 
Cash, cash equivalents and restricted cash at end of year$2,263 $3,048 
Less: Restricted cash and cash equivalents, included in "Other current assets"74 61 
Cash and cash equivalents at end of year$2,189 $2,987 

9
Dow Inc. and Subsidiaries
Net Sales by Segment and Geographic Region
Net Sales by SegmentThree Months EndedTwelve Months Ended
In millions (Unaudited)Dec 31, 2024Dec 31, 2023Dec 31, 2024Dec 31, 2023
Packaging & Specialty Plastics$5,315 $5,641 $21,776 $23,149 
Industrial Intermediates & Infrastructure2,948 2,948 11,869 12,538 
Performance Materials & Coatings1,965 1,894 8,574 8,497 
Corporate177 138 745 438 
Total$10,405 $10,621 $42,964 $44,622 
U.S. & Canada$3,953 $3,973 $16,423 $16,640 
EMEAI 1
3,334 3,312 13,958 14,537 
Asia Pacific1,995 2,094 7,707 8,266 
Latin America1,123 1,242 4,876 5,179 
Total$10,405 $10,621 $42,964 $44,622 

Net Sales Variance by Segment and Geographic RegionThree Months Ended Dec 31, 2024Twelve Months Ended Dec 31, 2024
Local Price & Product MixCurrencyVolumeTotalLocal Price & Product MixCurrencyVolumeTotal
Percent change from prior year
Packaging & Specialty Plastics(5)%— %(1)%(6)%(4)%— %(2)%(6)%
Industrial Intermediates & Infrastructure(1)— 1 — (6)— 1 (5)
Performance Materials & Coatings(2)1 5 4 (3)(1)5 1 
Total(3)%— %1 %(2)%(4)%— %— %(4)%
Total, excluding the Hydrocarbons & Energy business(3)%— %2 %(1)%(5)%— %3 %(2)%
U.S. & Canada(3)%— %2 %(1)%(3)%— %2 %(1)%
EMEAI 1
(1)1 1 1 (4)— — (4)
Asia Pacific(6)— 1 (5)(6)(1)— (7)
Latin America(6)— (4)(10)(5)— (1)(6)
Total (3)%— %1 %(2)%(4)%— %— %(4)%

Net Sales Variance by Segment and Geographic RegionThree Months Ended Dec 31, 2024
Local Price & Product MixCurrencyVolumeTotal
Percent change from prior quarter
Packaging & Specialty Plastics(5)%— %1 %(4)%
Industrial Intermediates & Infrastructure(1)— 1 — 
Performance Materials & Coatings(2)— (9)(11)
Total(3)%— %(1)%(4)%
Total, excluding the Hydrocarbons & Energy business(3)%— %(2)%(5)%
U.S. & Canada(4)%— %(1)%(5)%
EMEAI 1
(3)— (4)(7)
Asia Pacific(4)1 9 6 
Latin America(3)— (9)(12)
Total (3)%— %(1)%(4)%
1.Europe, Middle East, Africa, and India.
10
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures


Operating EBIT by SegmentThree Months EndedTwelve Months Ended
In millions (Unaudited)Dec 31, 2024Dec 31, 2023Dec 31, 2024Dec 31, 2023
Packaging & Specialty Plastics$447 $664 $2,373 $2,700 
Industrial Intermediates & Infrastructure84 15 125 124 
Performance Materials & Coatings(9)(61)318 219 
Corporate(68)(59)(228)(265)
Total$454 $559 $2,588 $2,778 
Depreciation and Amortization by SegmentThree Months EndedTwelve Months Ended
In millions (Unaudited)Dec 31, 2024Dec 31, 2023Dec 31, 2024Dec 31, 2023
Packaging & Specialty Plastics$385 $324 $1,483 $1,285 
Industrial Intermediates & Infrastructure156 133 599 524 
Performance Materials & Coatings198 195 776 778 
Corporate12 5 36 24 
Total$751 $657 $2,894 $2,611 
Operating EBITDA by SegmentThree Months EndedTwelve Months Ended
In millions (Unaudited)Dec 31, 2024Dec 31, 2023Dec 31, 2024Dec 31, 2023
Packaging & Specialty Plastics$832 $988 $3,856 $3,985 
Industrial Intermediates & Infrastructure240 148 724 648 
Performance Materials & Coatings189 134 1,094 997 
Corporate(56)(54)(192)(241)
Total$1,205 $1,216 $5,482 $5,389 
Equity in Earnings (Losses) of Nonconsolidated Affiliates by SegmentThree Months EndedTwelve Months Ended
In millions (Unaudited)Dec 31, 2024Dec 31, 2023Dec 31, 2024Dec 31, 2023
Packaging & Specialty Plastics$(15)$40 $81 $130 
Industrial Intermediates & Infrastructure(39)(57)(102)(276)
Performance Materials & Coatings2 6 11 20 
Corporate1 4 4 7 
Total$(51)$(7)$(6)$(119)
Reconciliation of "Net Income (Loss)" to "Operating EBIT"Three Months EndedTwelve Months Ended
In millions (Unaudited)Sep 30, 2024Dec 31, 2024Dec 31, 2023Dec 31, 2024Dec 31, 2023
Net income (loss)$240 $(35)$(95)$1,201 $660 
+ Provision (credit) for income taxes84 254 (257)399 (4)
Income (loss) before income taxes$324 $219 $(352)$1,600 $656 
- Interest income36 57 43 200 229 
+ Interest expense and amortization of debt discount199 216 197 811 746 
- Significant items (154)(76)(757)(377)(1,605)
Operating EBIT (non-GAAP)$641 $454 $559 $2,588 $2,778 
11
Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures

Significant Items Impacting Results for the Three Months Ended Dec 31, 2024
In millions, except per share amounts (Unaudited)
Pretax 1
Net Income 2
EPS 3
Income Statement Classification
Reported results$219 $(53)$(0.08)
Less: Significant items
Restructuring, implementation and efficiency costs, and asset related charges - net 4
(89)(68)(0.10)Cost of sales ($60 million); R&D ($1 million); SG&A ($12 million); Restructuring and asset related charges - net ($34 million); offset by Sundry income (expense) - net ($18 million)
Indemnifications and other transaction related costs 5
13 13 0.02 Sundry income (expense) - net
Total significant items$(76)$(55)$(0.08)
Operating results (non-GAAP)$295 $2 $0.00 

Significant Items Impacting Results for the Three Months Ended Dec 31, 2023
In millions, except per share amounts (Unaudited)
Pretax 1
Net Income 2
EPS 3
Income Statement Classification
Reported results$(352)$(105)$(0.15)
Less: Significant items
Restructuring, implementation and efficiency costs, and asset related charges - net 4
(53)(41)(0.05)Cost of sales ($55 million); R&D ($1 million); SG&A ($18 million); offset by Restructuring and asset related charges - net ($21 million)
Litigation related charges, awards and adjustments 6
106 87 0.12 Sundry income (expense) - net
Argentine peso devaluation 7
(177)(67)(0.09)Cost of sales ($68 million); Sundry income (expense) - net ($109 million)
Pension settlement charges 8
(642)(493)(0.70)Sundry income (expense) - net
Indemnifications and other transaction related costs 5
9 9 0.01 Sundry income (expense) - net
Income tax related items 9
— 94 0.13 Provision for income taxes
Total significant items$(757)$(411)$(0.58)
Operating results (non-GAAP)$405 $306 $0.43 
1."Income (loss) before income taxes."
2."Net income (loss) available for Dow Inc. common stockholders." The income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
3."Earnings (loss) per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.
4.Restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program. Also includes certain gains associated with a previously impaired equity investments in 2024 and partial offset for a credit from a prior restructuring program in 2023.
5.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.
6.Related to a gain associated with a legal matter with Nova Chemicals Corporation.
7.Foreign currency losses and inventory valuation impacts related to the devaluation of the Argentine peso by the Argentina government in December 2023.
8.Non-cash settlement charges related to the purchase of nonparticipating group annuity contracts for certain Company pension plans in the United States and Canada.
9.Related to deferred tax assets in a foreign jurisdiction partially offset by an adjustment to certain foreign tax reserves.






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

Significant Items Impacting Results for the Twelve Months Ended Dec 31, 2024
In millions, except per share amounts (Unaudited)
Pretax 1
Net Income 2
EPS 3
Income Statement Classification
Reported results$1,600 $1,116 $1.57 
Less: Significant items
Restructuring, implementation and efficiency costs, and asset related charges - net 4
(315)(245)(0.35)Cost of sales ($184 million); R&D ($4 million); SG&A ($42 million); Restructuring and asset related charges - net ($103 million); offset by Sundry income (expense) - net ($18 million)
Indemnifications and other transaction related costs 5
(62)(45)(0.06)Cost of sales ($75 million); offset by Sundry income (expense) - net ($13 million)
Income tax related items 6
— 194 0.27 Provision for income taxes
Total significant items$(377)$(96)$(0.14)
Operating results (non-GAAP)$1,977 $1,212 $1.71 

Significant Items Impacting Results for the Twelve Months Ended Dec 31, 2023
In millions, except per share amounts (Unaudited)
Pretax 1
Net Income 2
EPS 3
Income Statement Classification
Reported results$656 $589 $0.82 
Less: Significant items
Restructuring, implementation and efficiency costs, and asset related charges - net 4
(741)(583)(0.81)Cost of sales ($170 million); R&D ($4 million); SG&A ($69 million); Restructuring and asset related charges - net ($528 million); offset by Sundry income (expense) - net ($30 million)
Litigation related charges, awards and adjustments 7
(71)(51)(0.07)Cost of sales ($177 million); offset by Sundry income (expense) - net ($106 million)
Argentine peso devaluation 8
(177)(67)(0.09)Cost of sales ($68 million); Sundry income (expense) - net ($109 million)
Pension settlement charges 9
(642)(493)(0.70)Sundry income (expense) - net
Indemnifications and other transaction related costs 5
26 29 0.04 Sundry income (expense) - net
Income tax related items 10
— 151 0.21 Provision for income taxes
Total significant items$(1,605)$(1,014)$(1.42)
Operating results (non-GAAP)$2,261 $1,603 $2.24 
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 certain gains associated with a previously impaired equity investment and impairment charges related to the write-down of certain manufacturing assets in 2024, and certain gains and losses associated with previously impaired equity investments and a credit from a prior restructuring program in 2023.
5.Includes charges associated with agreements entered into with DuPont and Corteva as part of the separation and distribution which, among other matters, provides for cross-indemnities and allocations of obligations and liabilities for periods prior to, at and after the completion of the separation. Also includes a charge related to an arbitration settlement agreement for historical product claims from a divested business in 2024.
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, partially offset by a gain associated with a legal matter with Nova Chemicals Corporation.
8.Foreign currency losses and inventory valuation impacts related to the devaluation of the Argentine peso by the Argentina government in December 2023.
9.Non-cash settlement charges related to the purchase of nonparticipating group annuity contracts for certain Company pension plans in the United States and Canada.
10.Related to deferred tax assets in a foreign jurisdiction partially offset by a remeasurement of uncertain tax positions, and an adjustment to certain foreign tax reserves.

13
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 
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.
5.Includes charges related to an arbitration settlement agreement for historical product claims from a divested business.


Reconciliation of Free Cash Flow
Three Months EndedTwelve Months Ended
In millions (Unaudited)Dec 31, 2024Dec 31, 2023Dec 31, 2024Dec 31, 2023
Cash provided by operating activities - continuing operations (GAAP)$811 $1,628 $2,903 $5,164 
Capital expenditures(767)(758)(2,940)(2,356)
Free Cash Flow (non-GAAP)$44 $870 $(37)$2,808 

Reconciliation of Cash Flow Conversion
Three Months Ended
Mar 31, 2024Jun 30, 2024Sep 30, 2024Dec 31, 2024
In millions (Unaudited)
Cash provided by operating activities - continuing operations (GAAP)$460 $832 $800 $811 
Net income (loss) (GAAP) 1
$538 $458 $240 $(35)
Cash flow from operations to net income (GAAP)85.5 %181.7 %333.3 %N/A
Cash flow from operations to net income - trailing twelve months (GAAP)241.7 %
Operating EBITDA (non-GAAP)$1,394 $1,501 $1,382 $1,205 
Cash Flow Conversion (Cash flow from operations to Operating EBITDA) (non-GAAP)33.0 %55.4 %57.9 %67.3 %
Cash Flow Conversion - trailing twelve months (non-GAAP)53.0 %
1.Cash flow from operations to net income is not applicable for the fourth quarter of 2024 due to a net loss for the period.
14
v3.24.4
Cover
Jan. 30, 2025
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol DOW
Security Exchange Name NYSE
Document Type 8-K
Document Period End Date Jan. 30, 2025
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, State or Province MI
Entity Address, Postal Zip Code 48674
Entity Address, Address Line One 2211 H.H. Dow Way
City Area Code 989
Local Phone Number 636-1000
Entity Emerging Growth Company false
Entity Address, City or Town Midland
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Central Index Key 0001751788
Amendment Flag false
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