Dow Inc.
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THE COMPANY
Dow Inc. was incorporated on August 30, 2018, under Delaware law, to serve as a holding company for The Dow Chemical Company and its consolidated subsidiaries ("TDCC" and together with Dow Inc., "Dow" or the "Company"). Dow Inc. operates all of its businesses through TDCC, a wholly owned subsidiary, which was incorporated in 1947 under Delaware law and is the successor to a Michigan corporation, of the same name, organized in 1897. The Company's principal executive offices are located at 2211 H.H. Dow Way, Midland, Michigan 48674.
Available Information
The Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge at www.dow.com/investors, as soon as reasonably practicable after the reports are electronically filed or furnished with the U.S. Securities and Exchange Commission ("SEC"). The SEC maintains a website that contains these reports as well as proxy statements and other information regarding issuers that file electronically. The SEC's website is www.sec.gov. Dow's website and its content are not deemed incorporated by reference into this report.
Except as otherwise indicated by the context, the term "Union Carbide" means Union Carbide Corporation, a wholly owned subsidiary of the Company. Additionally, the term "Diamond Infrastructure Solutions" means Dow InfraCo, LLC, an entity that owns and operates infrastructure assets at certain Dow locations on the U.S. Gulf Coast and became a consolidated variable interest entity on May 1, 2025.
ABOUT DOW
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. The Company's global breadth, asset integration and scale, customer-focused innovation and leading business positions enable it to achieve profitable growth and help deliver a sustainable future. Dow operates manufacturing sites in 29 countries and employs approximately 34,600 people. Dow delivered sales of approximately $40 billion in 2025. Learn more about Dow at www.dow.com.
BUSINESS SEGMENTS AND PRODUCTS
The Company conducts its worldwide operations through six global businesses which are organized into the following operating segments: Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure and Performance Materials & Coatings. Corporate contains the reconciliation between the totals for the operating segments and the Company's totals. The Company did not aggregate any operating segments when determining its reportable segments. See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 25 to the Consolidated Financial Statements for additional information concerning the Company’s operating segments.
PACKAGING & SPECIALTY PLASTICS
The Packaging & Specialty Plastics operating segment consists of two highly integrated global businesses: Hydrocarbons & Energy and Packaging and Specialty Plastics. The segment employs the industry’s broadest polyolefin product portfolio, supported by the Company’s proprietary catalyst and manufacturing process technologies. These differentiators, plus collaboration at the customer’s design table, enable the segment to deliver more reliable, durable, higher-performing solutions designed for recyclability and enhanced plastics circularity and sustainability. The segment serves customers, brand owners and ultimately consumers in key markets including food and specialty packaging; industrial and consumer packaging; health and hygiene; caps, closures and pipe applications; consumer durables; mobility; and infrastructure.
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The Company’s unique advantages compared with its competitors include extensive low-cost feedstock positions around the world; unparalleled scale, global footprint and market reach; world-class manufacturing sites in every geographic region; deep customer and brand owner understanding; portfolio of higher-value functional polymers, such as polyolefin elastomers, semiconductive and jacketing compound solutions and wire and cable insulation; and market-driven application development and technical support.
The segment remains agile by participating in the entire ethylene-to-polyethylene chain integration, enabling the Company to manage market swings with industry-leading feedstock and derivative flexibility, and therefore optimize returns while reducing long-term earnings volatility. The Company’s unrivaled value chain ownership is further strengthened by its Pack Studio locations in every geographic region, which help customers and brand owners deliver faster and more efficient packaging product commercialization through a global network of laboratories, technical experts and testing equipment.
Hydrocarbons & Energy
Hydrocarbons & Energy is a leading global producer of ethylene, a key chemical building block that the Company consumes primarily within the Packaging & Specialty Plastics segment. Ethylene is transferred to downstream derivative businesses at market-based prices, which are generally equivalent to prevailing market prices for large volume purchases. In addition to ethylene, the business is a leading producer of propylene and aromatics products that are used to manufacture materials consumers use every day. The business also produces and procures the power, steam and feedstocks used by the Company’s manufacturing sites.
Packaging and Specialty Plastics
Packaging and Specialty Plastics serves growing, high-value sectors using world-class technology, broad existing product lines, and a rich product pipeline that creates competitive advantages for the entire packaging value chain. The business is a recognized leader in the production, marketing and innovation of polyethylene. The business is also a leader in other ethylene derivatives, such as polyolefin elastomers, ethylene vinyl acetate and ethylene propylene diene monomer ("EPDM") rubber serving mobility; consumer; wire and cable; and construction end-markets. Market growth is expected to be driven by major shifts in population demographics; improving socioeconomic status in emerging geographic regions; consumer and brand owner demand for increased functionality including sustainable offerings through lower-carbon and circular solutions; global efforts to reduce food waste; growth in telecommunications networks; global development of electrical transmission and distribution infrastructure; and renewable energy applications such as wind and solar (photovoltaic) power.
Details on Packaging & Specialty Plastics' 2025 net sales, by business and geographic region, are as follows:
* Europe, Middle East, Africa and India ("EMEAI")
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Products
Major applications/market segments and products are listed below by business:
| Business | Applications/Market Segments | Major Products | Key Raw Materials | Key Competitors | ||||||||||
| Hydrocarbons & Energy | Purchaser of feedstocks; production of cost competitive hydrocarbon monomers utilized by Dow's derivative businesses; and energy, principally for use in Dow’s global operations | Ethylene, propylene, benzene, butadiene, octene, aromatics co-products, power, steam, other utilities | Butane, condensate, ethane, naphtha, natural gas, propane | Chevron Phillips Chemical, ExxonMobil, INEOS, LyondellBasell, SABIC, Shell, Sinopec | ||||||||||
| Packaging and Specialty Plastics | Adhesives; automotive; caps, closures and pipe applications; construction; cosmetics; electrical transmission and distribution; food and supply chain packaging; footwear; health and hygiene; housewares; industrial specialty applications using polyolefin elastomers, ethylene copolymers, and EPDM; irrigation pipe; mobility; photovoltaic encapsulants; sporting goods; telecommunications infrastructure; toys and infant products | Acrylics, bio-based plasticizers, copolymer, elastomers, ethylene copolymer resins, EPDM, ethylene vinyl acetate ("EVA"), methacrylic acid copolymer resins, polyethylene ("PE"), high-density polyethylene ("HDPE"), low-density polyethylene ("LDPE"), linear low-density polyethylene ("LLDPE"), polyolefin plastomers, resin additives and modifiers, semiconductive and jacketing compound solutions and wire and cable insulation | Aliphatic solvent, butene, ethylene, hexene, octene, propylene | Borealis, CNPC, ExxonMobil, INEOS, Lanxess, LyondellBasell, Nova, SABIC, Sinopec |
Joint Ventures:
This segment includes a portion of the Company's share of the results of the following joint ventures:
•EQUATE Petrochemical Company K.S.C.C. (“EQUATE”) - a Kuwait-based company that manufactures ethylene, polyethylene and ethylene glycol, and manufactures and markets monoethylene glycol, diethylene glycol and polyethylene terephthalate resins; owned 42.5 percent by the Company.
•The Kuwait Olefins Company K.S.C.C. (“TKOC”) - a Kuwait-based company that manufactures ethylene and ethylene glycol; owned 42.5 percent by the Company.
•Map Ta Phut Olefins Company Limited (“Map Ta Phut”) - a Thailand-based company that manufactures propylene and ethylene; the Company has an effective ownership of 32.77 percent (of which 20.27 percent is owned directly by the Company and aligned with the Industrial Intermediates & Infrastructure segment and 12.5 percent is owned indirectly through the Company’s equity interest in Siam Polyethylene Company Limited, an entity that is part of The SCGC-Dow Group and aligned with the Packaging & Specialty Plastics segment).
•Sadara Chemical Company ("Sadara") - a Saudi Arabian company that manufactures chlorine, ethylene, propylene and aromatics for internal consumption and manufactures and sells polyethylene, ethylene oxide and propylene oxide derivative products, and isocyanates; owned 35 percent by the Company. The Company continues to be responsible for marketing a significant portion of Sadara’s products through the Company’s established sales channels. In 2021, Dow and the Saudi Arabian Oil Company agreed to a marketing rights transition plan. Execution of the transition plan is ongoing and progressing towards aligning marketing rights and responsibilities to levels more consistent with each partner's equity ownership. This transition will not impact equity earnings, but is expected to reduce the Company's sales of Sadara products over the transition period.
This segment also includes the Company's share of the results of the following joint ventures:
•The Kuwait Styrene Company K.S.C.C. - a Kuwait-based company that manufactures styrene monomer; owned 42.5 percent by the Company.
•The SCGC-Dow Group - a group of Thailand-based companies (consisting of Siam Polyethylene Company Limited; Siam Polystyrene Company Limited; Siam Styrene Monomer Company Limited; and Siam Synthetic Latex Company Limited) that manufactures polyethylene, polystyrene, styrene, latex and specialty elastomers; owned 50 percent by the Company.
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Current and Future Investments
The Company has announced investments that were completed or are being progressed over the next several years, and are expected to enhance competitiveness. These include:
•Construction of a world-scale polyethylene unit on the U.S. Gulf Coast, based on Dow’s proprietary process technologies, to meet consumer-driven demand in specialty packaging, health and hygiene, and industrial and consumer packaging applications, was completed in 2025.
•Construction of the world's first net-zero Scope 1 and 2 carbon dioxide equivalent ("CO2e") emissions integrated ethylene and derivatives complex in Alberta, Canada. This project is expected to deliver 2 million metric tons of organic growth in attractive, high-end markets while decarbonizing 20 percent of Dow's global ethylene capacity.
•Ongoing collaboration with Mura Technology (“Mura”) to help solve the global plastics waste challenge and advance circularity via circular feedstocks, which are converted into recycled plastics.
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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This Quarterly Report on Form 10-Q is a combined report being filed by Dow Inc. and The Dow Chemical Company and its consolidated subsidiaries (“TDCC” and together with Dow Inc., “Dow” or the "Company") due to the parent/subsidiary relationship between Dow Inc. and TDCC. The information reflected in the report is equally applicable to both Dow Inc. and TDCC, except where otherwise noted. Each of Dow Inc. and TDCC is filing information in this report on its own behalf and neither company makes any representation to the information relating to the other company.
Pursuant to General Instruction H(1)(a) and (b) for Form 10-Q "Omission of Information by Certain Wholly-Owned Subsidiaries," TDCC is filing this Form 10-Q with the reduced disclosure format.
Except as otherwise indicated by the context, the term "Union Carbide" means Union Carbide Corporation, a wholly owned subsidiary of the Company. Additionally, the term "Diamond Infrastructure Solutions" means Dow InfraCo, LLC, an entity that owns and operates infrastructure assets at certain Dow locations on the U.S. Gulf Coast and became a consolidated variable interest entity upon the sale of a portion of the entity's membership interests on May 1, 2025. The term "EMEAI" refers to the geographic region of Europe, Middle East, Africa and India.
Dow's website and its content are not deemed incorporated by reference into this report.
STATEMENT ON MIDDLE EAST CONFLICT
During 2026, geopolitical instability in the Middle East, including the conflict involving Iran, Israel, and the United States and related tensions affecting maritime transit through the Strait of Hormuz, has disrupted global energy and petrochemical supply chains. The Strait of Hormuz remains a critical shipping corridor for crude oil, refined products, natural gas, and chemical feedstocks. Although the intensity and nature of the conflict have changed over time and diplomatic efforts continue, periodic security incidents, shipping restrictions and uncertainty regarding access to regional ports and trade routes have continued to affect global markets. These conditions have contributed to volatility in energy and feedstock prices, disruptions to regional production and logistics networks, longer transit times, and shifts in global trade flows as production and sourcing have been rebalanced to alternative regions. As a result, portions of the global chemical industry have experienced supply constraints, increased transportation and operating costs, and reduced supply chain reliability, particularly in Asia Pacific and Europe. Additionally, the Company's joint ventures located in the Middle East have been directly impacted by the conflict.
The Company operates in cost-advantaged geographic regions, including the U.S. & Canada and Latin America, which have not been directly impacted by the Middle East conflict. Additionally, the Company's feedstock flexibility has allowed the Company to operate its European assets competitively, despite the volatile energy and feedstock environment.
TRANSFORM TO OUTPERFORM
In 2026, the Company announced Transform to Outperform, a comprehensive set of actions designed to improve near-term Operating EBITDA by simplifying the Company’s operating model, reducing its cost structure and delivering faster growth. Transform to Outperform is expected to deliver at least $2 billion near-term Operating EBITDA improvement from productivity improvements and growth and is accretive to the $1 billion structural cost reductions announced in the first quarter of 2025. In the first half of 2026, the Company delivered $190 million in Operating EBITDA improvement from Transform to Outperform.
OUTLOOK
In the second half of 2026, Dow will continue to build a more agile and resilient company that sets a new competitive standard. The Company will do so by advancing three priorities: growth and innovation in attractive end markets, investing in and strengthening its portfolio, and ensuring balanced capital allocation. Aligned to this, Transform to Outperform is delivering improvements in both growth and productivity, and the Company expects the impact of these efforts to ramp significantly throughout the remainder of this year and into 2027. Taken together, Dow's collective actions are focused on enhancing the long-term value the Company delivers across the cycle.
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OVERVIEW
The following is a summary of the results for the three months ended June 30, 2026:
•The Company reported net sales in the second quarter of 2026 of $12.1 billion, up 20 percent from $10.1 billion in the second quarter of 2025; Packaging & Specialty Plastics (up 27 percent), Industrial Intermediates & Infrastructure (up 14 percent) and Performance Materials & Coatings (up 11 percent). Net sales increased in all geographic regions; Latin America (up 41 percent), the U.S. & Canada and EMEAI (both up 20 percent), and Asia Pacific (up 5 percent).
•Local price increased 20 percent compared with the second quarter of 2025 and was up in all operating segments; Packaging & Specialty Plastics (up 30 percent), Industrial Intermediates & Infrastructure (up 15 percent) and Performance Materials & Coatings (up 4 percent). Local price was up in all geographic regions; Latin America (up 32 percent), EMEAI (up 21 percent), the U.S. & Canada (up 17 percent) and Asia Pacific (up 14 percent).
•Currency had a favorable impact of 1 percent on net sales compared with the second quarter of 2025, driven by EMEAI (up 3 percent).
•Volume decreased 1 percent compared with the second quarter of 2025 and was mixed by operating segment; Packaging & Specialty Plastics (down 4 percent), Industrial Intermediates & Infrastructure (down 2 percent) and Performance Materials & Coatings (up 6 percent). Volume increased in Latin America (up 9 percent) and in the U.S. & Canada (up 3 percent) and was more than offset by a decrease in Asia Pacific (down 9 percent) and EMEAI (down 4 percent).
•Restructuring and asset related charges - net was $503 million in the second quarter of 2026, compared with $591 million in the second quarter of 2025. The second quarter of 2026 included pretax charges related to severance and related benefit costs associated with Transform to Outperform, as well as exit and disposal costs and asset write-downs and write-offs associated with the 2025 Restructuring Program. The second quarter of 2025 included asset write-downs and write-offs, severance and related benefits costs, and exit and disposal costs related to asset actions associated with the 2025 Restructuring Program.
•Equity in earnings (losses) of nonconsolidated affiliates was earnings of $36 million in the second quarter of 2026, compared with equity in losses of nonconsolidated affiliates of $30 million in the second quarter of 2025. The increase in equity earnings was primarily driven by the Company's suspension of the recognition of its share of equity losses from the Sadara joint venture in 2026.
•Net income attributable to noncontrolling interests was $81 million in the second quarter of 2026, compared with $34 million in the second quarter of 2025. The increase reflects the ownership interest in Diamond Infrastructure Solutions held by InfraPark Holdings, LLC ("InfraPark"), a subsidiary of a fund managed by Macquarie Asset Management. InfraPark purchased 40 percent of the membership interests in Diamond Infrastructure Solutions in the second quarter of 2025 and an additional 9 percent in the third quarter of 2025.
•Net income (loss) available for Dow Inc. and TDCC common stockholder(s) was income of $721 million and $715 million, respectively, in the second quarter of 2026, compared with a loss of $835 million and $816 million, respectively, in the second quarter of 2025. Earnings (loss) per share for Dow Inc. was earnings of $0.99 per share in the second quarter of 2026, compared with a loss of $1.18 per share in the second quarter of 2025.
•Cash provided by operating activities - continuing operations was $1,324 million in the second quarter of 2026, up $1,794 million compared with the second quarter of 2025. The increase is primarily driven by improved earnings in the second quarter of 2026.
•On April 9, 2026, Dow Inc. announced results from the 2026 Annual Stockholder Meeting, including the election of all incumbent directors to its Board of Directors ("Board").
•On April 9, 2026, Dow Inc. announced that its Board declared a dividend of $0.35 per share, payable on June 12, 2026, to shareholders of record as of May 29, 2026. This marks the 459th consecutive dividend paid by the Company or its affiliates since 1912.
•On April 14, 2026, Dow Inc. announced that its Board appointed Karen S. Carter as Chief Executive Officer of the Company, effective July 1, 2026. Ms. Carter succeeded Jim Fitterling, who transitioned from Chief Executive Officer to Executive Chair, effective July 1, 2026. The Board also appointed Karen S. Carter to serve as a Director of the Board, effective July 1, 2026.
•At June 30, 2026, the Company had approximately 32,800 employees.
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In addition, the following events occurred subsequent to the second quarter of 2026:
•On July 15, 2026, the Company received a refund from the Canada Revenue Agency of $452 million Canadian dollars (equivalent to approximately $318 million U.S. dollars) associated with withholding taxes on the judgment paid by Nova Chemicals Corporation ("Nova") in connection with a legal matter in the first quarter of 2026.
RESULTS OF OPERATIONS
Net Sales
The following tables summarize net sales and sales variances by operating segment and geographic region from the prior year:
| Summary of Sales Results | Three Months Ended | Six Months Ended | ||||||||||||
| In millions | Jun 30, 2026 | Jun 30, 2025 | Jun 30, 2026 | Jun 30, 2025 | ||||||||||
| Net sales | $ | 12,092 | $ | 10,104 | $ | 21,886 | $ | 20,535 | ||||||
| Sales Variances by Operating Segment and Geographic Region | Three Months Ended Jun 30, 2026 | Six Months Ended Jun 30, 2026 | |||||||||||||||||||||||||||||
| Local Price & Product Mix | Currency | Volume | Total | Local Price & Product Mix | Currency | Volume | Total | ||||||||||||||||||||||||
| Percentage change from prior year | |||||||||||||||||||||||||||||||
| Packaging & Specialty Plastics | 30 | % | 1 | % | (4) | % | 27 | % | 10 | % | 2 | % | (3) | % | 9 | % | |||||||||||||||
| Industrial Intermediates & Infrastructure | 15 | 1 | (2) | 14 | 3 | 3 | (3) | 3 | |||||||||||||||||||||||
| Performance Materials & Coatings | 4 | 1 | 6 | 11 | — | 2 | 4 | 6 | |||||||||||||||||||||||
| Total | 20 | % | 1 | % | (1) | % | 20 | % | 6 | % | 2 | % | (1) | % | 7 | % | |||||||||||||||
| Total, excluding the Hydrocarbons & Energy business | 18 | % | 1 | % | — | % | 19 | % | 6 | % | 2 | % | — | % | 8 | % | |||||||||||||||
| U.S. & Canada | 17 | % | — | % | 3 | % | 20 | % | 5 | % | — | % | (1) | % | 4 | % | |||||||||||||||
| EMEAI | 21 | 3 | (4) | 20 | 7 | 6 | (4) | 9 | |||||||||||||||||||||||
| Asia Pacific | 14 | — | (9) | 5 | 3 | 1 | (5) | (1) | |||||||||||||||||||||||
| Latin America | 32 | — | 9 | 41 | 12 | — | 9 | 21 | |||||||||||||||||||||||
| Total | 20 | % | 1 | % | (1) | % | 20 | % | 6 | % | 2 | % | (1) | % | 7 | % | |||||||||||||||
Net sales in the second quarter of 2026 were $12.1 billion, up 20 percent from $10.1 billion in the second quarter of 2025, with local price up 20 percent, a favorable currency impact of 1 percent, and volume down 1 percent. Net sales increased in all operating segments and all geographic regions. Local price increased in all geographic regions and all operating segments, with Packaging & Specialty Plastics up 30 percent, Industrial Intermediates & Infrastructure up 15 percent, and Performance Materials & Coatings up 4 percent. Volume decreased 1 percent, driven by Asia Pacific (down 9 percent) and EMEAI (down 4 percent), partially offset by increases in Latin America (up 9 percent) and U.S. & Canada (up 3 percent). Volume decreased in Packaging & Specialty Plastics (down 4 percent) and Industrial Intermediates & Infrastructure (down 2 percent) and increased in Performance Materials & Coatings (up 6 percent). Currency favorably impacted net sales by 1 percent, driven by EMEAI (up 3 percent). Excluding the Hydrocarbons & Energy business, net sales increased 19 percent.
Net sales in the first six months of 2026 were $21.9 billion, up 7 percent from $20.5 billion in the first six months of 2025, with local price up 6 percent, a favorable currency impact of 2 percent, and volume down 1 percent. Net sales increased in all operating segments and all geographic regions except Asia Pacific. Local price increased in all geographic regions and in Packaging & Specialty Plastics (up 10 percent) and Industrial Intermediates & Infrastructure (up 3 percent) and was flat in Performance Materials & Coatings. Volume decreased 1 percent, driven by Asia Pacific (down 5 percent), EMEAI (down 4 percent) and U.S. & Canada (down 1 percent), partially offset by increases in Latin America (up 9 percent). Volume decreased in Packaging & Specialty Plastics (down 3 percent) and Industrial Intermediates & Infrastructure (down 3 percent) and increased in Performance Materials & Coatings (up 4 percent). Currency favorably impacted net sales by 2 percent, driven by EMEAI (up 6 percent) and Asia Pacific (up 1 percent). Excluding the Hydrocarbons & Energy business, net sales increased 8 percent.
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Cost of Sales
Cost of sales ("COS") was $9.9 billion in the second quarter of 2026, compared with $9.5 billion in the second quarter of 2025. COS increased in the second quarter of 2026 primarily due to the impact of performance-based compensation costs, higher logistics costs, and higher raw material, feedstock and energy costs, partially offset by the Company's cost reduction initiatives. For the first six months of 2026, COS was $19.1 billion compared with $19.3 billion in the first six months of 2025. COS for the first six months of 2026 decreased primarily due to the Company's cost reduction initiatives and lower raw material, feedstock and energy costs, partially offset by higher performance-based compensation costs and higher logistics costs. COS as a percentage of net sales was 82.1 percent in the second quarter of 2026 (94.2 percent in the second quarter of 2025) and 87.2 percent for the first six months of 2026 (93.9 percent for the first six months of 2025).
Research and Development Expenses
Research and development ("R&D") expenses totaled $207 million in the second quarter of 2026, compared with $188 million in the second quarter of 2025. R&D expenses increased in the second quarter of 2026 primarily due to higher performance-based compensation costs which more than offset the impact of the Company’s cost reduction initiatives. R&D expenses for the first six months of 2026 and 2025 were $388 million as higher performance-based compensation costs were offset by the Company's cost reduction initiatives.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses totaled $535 million in the second quarter of 2026, compared with $347 million in the second quarter of 2025. SG&A expenses increased in the second quarter of 2026 primarily due to costs to achieve Transform to Outperform and higher performance-based compensation costs which more than offset the Company's cost reduction initiatives. For the first six months of 2026, SG&A expenses were $952 million, compared with $713 million in the first six months of 2025. SG&A expenses for the first six months of 2026 increased primarily due to costs to achieve Transform to Outperform and higher performance-based compensation costs, partially offset by the Company's cost reduction initiatives.
Amortization of Intangibles
Amortization of intangibles was $40 million in the second quarter of 2026 compared with $63 million in the second quarter of 2025. In the first six months of 2026, amortization of intangibles was $86 million, compared with $139 million in the first six months of 2025. Amortization of intangibles decreased primarily due to certain intangible assets becoming fully amortized in 2025.
Restructuring and Asset Related Charges - Net
Transform to Outperform
On January 26, 2026, the Dow Inc. Board of Directors ("Board") approved Transform to Outperform, a comprehensive set of actions designed to improve near-term Operating EBITDA by simplifying the Company's operating model, reducing its cost structure and delivering faster growth. As a result of these actions, in the first quarter of 2026, the Company recorded pretax charges of $27 million for severance and related benefit costs, related to Corporate. In the second quarter of 2026, the Company recorded pretax charges of $445 million for severance and related benefit costs, related to Corporate. See Note 4 to the Consolidated Financial Statements for additional information.
2025 Restructuring Program
On January 27, 2025, the Board approved targeted actions to further achieve the Company's cost reduction initiatives in response to ongoing macroeconomic uncertainty, while reinforcing its long-term competitiveness across the economic cycle. As a result of these actions, in the first quarter of 2025, the Company recorded pretax charges of $207 million for severance and related benefits costs, related to Corporate.
On June 30, 2025, the Board approved restructuring actions to rationalize the Company's global asset footprint, including certain actions identified as part of the Company's previously announced strategic review of its European assets and certain corporate and other assets, and to enhance the Company's competitiveness over the economic cycle. The program includes asset write-down and write-off charges, severance and related benefit costs and other exit and disposal costs. As a result of these actions, in the second quarter of 2025, the Company recorded pretax restructuring charges of $591 million, consisting of severance and related benefit costs of $154 million, asset write-downs and write-offs of $334 million and costs associated with exit and disposal activities of $103 million. Restructuring charges by segment were as follows: $158 million in Packaging & Specialty Plastics, $89 million in Industrial Intermediates & Infrastructure, $147 million in Performance Materials & Coatings and $197 million in Corporate. In the second quarter of 2026, the Company recorded additional pretax restructuring charges of
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$58 million, consisting of asset write-downs and write-offs of $8 million and costs associated with exit and disposal activities of $50 million. Restructuring charges by segment were as follows: $1 million in Industrial Intermediates & Infrastructure and $57 million in Performance Materials & Coatings. See Note 4 to the Consolidated Financial Statements for additional information.
2023 Restructuring Program
Actions related to the restructuring program approved by the Board on January 25, 2023 were complete at the end of the second quarter of 2025. In the first quarter of 2025, the Company recorded an additional pretax restructuring charge of $5 million for asset write-downs and write-offs and an asset related credit adjustment of $4 million, related to Industrial Intermediates & Infrastructure. See Note 4 to the Consolidated Financial Statements for additional information.
Equity in Earnings (Losses) of Nonconsolidated Affiliates
The Company's share of equity in earnings of nonconsolidated affiliates was $36 million in the second quarter of 2026, compared with equity in losses of nonconsolidated affiliates of $30 million in the second quarter of 2025, driven by the Company's suspension of the recognition of its share of equity losses from the Sadara joint venture in 2026. The Company's share of equity in losses of nonconsolidated affiliates was $267 million for the first six months of 2026, compared with equity in losses of nonconsolidated affiliates of $50 million for the first six months of 2025. The increase was primarily related to an adjustment to the Company's liability associated with its guarantee of Sadara's project financing debt and was related to Packaging & Specialty Plastics ($81 million) and Industrial Intermediates & Infrastructure ($211 million). This was partially offset by the Company suspending recognition of its share of equity losses from Sadara in 2026. Cash dividends from nonconsolidated affiliates were $276 million for the first six months of 2026, compared with $170 million for the first six months of 2025. See Notes 9 and 12 for additional information.
Sundry Income (Expense) – Net
Sundry income (expense) - net for the three months ended June 30, 2026 was income of $125 million and $118 million for Dow Inc. and TDCC, respectively, compared with income of $147 million and $163 million, respectively, for the three months ended June 30, 2025. The second quarter of 2026 included gains on the sales of other assets and investments, foreign currency exchange gains, and non-operating pension and postretirement benefit plan credits. The second quarter of 2025 included a gain from the divestiture of the Company's soil fumigation product line, non-operating pension and postretirement benefit plan credits, and foreign currency exchange gains. See Notes 5 and 16 to the Consolidated Financial Statements for additional information.
Sundry income (expense) - net for the six months ended June 30, 2026 was income of $246 million and $239 million for Dow Inc. and TDCC, respectively, compared with income of $160 million and $176 million, respectively, for the six months ended June 30, 2025. The first six months of 2026 included gains on the sales of other assets and investments, foreign currency exchange gains, non-operating pension and postretirement benefit plan credits, and a gain associated with the Nova ethylene asset matter. The first six months of 2025 included a gain from the divestiture of the Company's soil fumigation product line, non-operating pension and postretirement benefit plan credits, and foreign currency exchange gains, partially offset by a loss on early extinguishment of debt. See Notes 5, 12 and 16 to the Consolidated Financial Statements for additional information.
Interest Expense and Amortization of Debt Discount
Interest expense and amortization of debt discount was $210 million in the second quarter of 2026, compared with $209 million in the second quarter of 2025. Interest expense and amortization of debt discount was $429 million in the first six months of 2026, compared with $425 million in the first six months of 2025. See Liquidity and Capital Resources in Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information.
Provision for Income Taxes
The Company's effective tax rate fluctuates based on, among other factors, where income is earned, the level of income relative to tax attributes and the level of equity earnings, since most earnings from the Company's equity method investments are taxed at the joint venture level. In the second quarter of 2026, the Company reported a provision for income taxes of $69 million, resulting in an effective tax rate of 7.9 percent. In the second quarter of 2025, the Company reported a provision for income taxes of $142 million, resulting in a negative effective tax rate of 21.5 percent. For the first six months of 2026, the Company reported a provision for income taxes of $124 million, resulting in an effective tax rate of 25.8 percent. For the first six months of 2025, the Company reported a provision
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for income taxes of $58 million, resulting in a negative effective tax rate of 5.6 percent. The reported provision for income taxes and effective tax rates for TDCC are substantially similar.
The provision for income taxes for the second quarter of 2026 was favorably impacted by changes in the Company’s ability to utilize foreign tax credits associated with cash proceeds received in March 2026 related to the Nova ethylene asset matter, partially offset by tax charges related to changes in uncertain tax positions. The provision for income taxes for the first six months of 2026 was primarily impacted by the geographic mix of earnings. The provision for income taxes for the second quarter and first six months of 2025 was unfavorably impacted by the recording of valuation allowances in certain foreign jurisdictions of $242 million and losses attributable to jurisdictions for which no tax benefit can be recognized, partially offset by a tax credit of $89 million related to the sale of a portion of the Company's membership interests in Diamond Infrastructure Solutions, resulting in a negative effective tax rate for both periods.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests was $81 million in the second quarter of 2026, compared with $34 million in the second quarter of 2025. Net income attributable to noncontrolling interests was $169 million in the first six months of 2026, compared with $51 million for the first six months of 2025. The increase in net income attributable to noncontrolling interests reflects the ownership interest in Diamond Infrastructure Solutions held by InfraPark, which purchased 40 percent of the membership interests in Diamond Infrastructure Solutions in the second quarter of 2025 and an additional 9 percent in the third quarter of 2025. See Notes 15 and 20 to the Consolidated Financial Statements for additional information.
Net Income (Loss) Available for Common Stockholder(s)
Dow Inc.
Net income (loss) available for Dow Inc. common stockholders was income of $721 million, or $0.99 per share, in the second quarter of 2026, compared with a loss of $835 million, or $1.18 per share, in the second quarter of 2025. Net income (loss) available for Dow Inc. common stockholders was income of $188 million, or $0.25 per share, in the first six months of 2026, compared with a loss of $1,142 million, or $1.62 per share, in the first six months of 2025. See Note 7 to the Consolidated Financial Statements for details on Dow Inc.'s earnings per share calculations.
TDCC
Net income (loss) available for the TDCC common stockholder was income of $715 million in the second quarter of 2026, compared with a loss of $816 million in the second quarter of 2025. Net income (loss) available for the TDCC common stockholder was income of $184 million in the first six months of 2026, compared with a loss of $1,121 million in the first six months of 2025. TDCC's common shares are owned solely by Dow Inc.
SEGMENT RESULTS
For further discussion of the Company's segments, see Part I, Item 1. Business of the combined Dow Inc. and TDCC Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("2025 10-K"), filed with the SEC on February 3, 2026.
Dow’s measure of profit/loss for segment reporting purposes is Operating EBIT as this is the manner in which the chief executive officer, chief financial officer, general counsel, and senior vice president of corporate development, together the chief operating decision maker ("CODM"), assesses performance and allocates resources for the three operating segments. The CODM compares quarterly results to both the year-ago and sequential periods to assess performance and allocate resources to each segment. The Company defines Operating EBIT as earnings (i.e., "Income (loss) before income taxes") before interest, excluding the impact of significant items. Operating EBIT by segment includes all operating items relating to the businesses; items that principally apply to Dow as a whole are assigned to Corporate. See Note 21 to the Consolidated Financial Statements for reconciliations of these measures.
51
PACKAGING & SPECIALTY PLASTICS
| Packaging & Specialty Plastics | Three Months Ended | Six Months Ended | ||||||||||||
| In millions | Jun 30, 2026 | Jun 30, 2025 | Jun 30, 2026 | Jun 30, 2025 | ||||||||||
| Net sales | $ | 6,385 | $ | 5,025 | $ | 11,304 | $ | 10,335 | ||||||
| Operating EBIT | $ | 1,278 | $ | 71 | $ | 1,486 | $ | 413 | ||||||
Equity earnings (losses) 1 | $ | 19 | $ | 7 | $ | (44) | $ | 46 | ||||||
1.The six months ended June 30, 2026 includes a significant item for $81 million of losses related to an adjustment to the Company's liability associated with its guarantee of Sadara's project financing debt.
| Packaging & Specialty Plastics | Three Months Ended | Six Months Ended | ||||||
| Percentage change from prior year | Jun 30, 2026 | Jun 30, 2026 | ||||||
| Change in Net Sales from Prior Period due to: | ||||||||
| Local price & product mix | 30 | % | 10 | % | ||||
| Currency | 1 | 2 | ||||||
| Volume | (4) | (3) | ||||||
| Total | 27 | % | 9 | % | ||||
Packaging & Specialty Plastics net sales were $6,385 million in the second quarter of 2026, up 27 percent from net sales of $5,025 million in the second quarter of 2025, with local price up 30 percent, currency up 1 percent, and volume down 4 percent. Local price increased in Packaging and Specialty Plastics in all geographic regions, driven by higher polyethylene prices. Local price increased in Hydrocarbons & Energy, driven by olefins and aromatics in the U.S. & Canada and EMEAI. Currency had a favorable impact on sales in both businesses and was driven by EMEAI. Volume decreased in Packaging and Specialty Plastics, driven by polyethylene declines in Asia Pacific and EMEAI impacted by the Middle East conflict. Volume decreased in Hydrocarbons & Energy due to planned maintenance activity in the U.S. Gulf Coast and the impact of idling an ethylene cracker in EMEAI in mid-2025, which successfully restarted in June 2026.
Operating EBIT was $1,278 million in the second quarter of 2026, up $1,207 million from Operating EBIT of $71 million in the second quarter of 2025. Operating EBIT increased primarily due to higher selling prices and the impact of the Company's self-help initiatives, partially offset by higher planned maintenance and performance-based compensation costs.
Packaging & Specialty Plastics net sales were $11,304 million in the first six months of 2026, up 9 percent from net sales of $10,335 million in the first six months of 2025, with local price up 10 percent, currency up 2 percent, and volume down 3 percent. Local price increased in Packaging and Specialty Plastics in all geographic regions, driven by higher pricing of polyethylene. Local price increased in Hydrocarbons & Energy, driven by olefins and aromatics in EMEAI and the U.S. & Canada. Currency had a favorable impact on sales in both businesses and was primarily driven by EMEAI. Volume was flat in Packaging and Specialty Plastics as higher volumes in polyethylene were offset by lower non-recurring licensing sales. Volume decreased in Hydrocarbons & Energy due to planned maintenance activity in the U.S. Gulf Coast and the impact of idling an ethylene cracker in EMEAI in mid-2025, which successfully restarted in June.
Operating EBIT was $1,486 million in the first six months of 2026, up $1,073 million from Operating EBIT of $413 million in the first six months of 2025. Operating EBIT increased primarily due to higher selling prices and the impact of the Company's self-help initiatives, partially offset by higher planned maintenance and performance-based compensation costs.
52
INDUSTRIAL INTERMEDIATES & INFRASTRUCTURE
| Industrial Intermediates & Infrastructure | Three Months Ended | Six Months Ended | ||||||||||||
| In millions | Jun 30, 2026 | Jun 30, 2025 | Jun 30, 2026 | Jun 30, 2025 | ||||||||||
| Net sales | $ | 3,166 | $ | 2,786 | $ | 5,792 | $ | 5,641 | ||||||
| Operating EBIT | $ | 246 | $ | (185) | $ | 128 | $ | (313) | ||||||
Equity earnings (losses) 1 | $ | 15 | $ | (39) | $ | (227) | $ | (97) | ||||||
1.The six months ended June 30, 2026 includes a significant item for $211 million of losses related to an adjustment to the Company's liability associated with its guarantee of Sadara's project financing debt.
| Industrial Intermediates & Infrastructure | Three Months Ended | Six Months Ended | ||||||
| Percentage change from prior year | Jun 30, 2026 | Jun 30, 2026 | ||||||
| Change in Net Sales from Prior Period due to: | ||||||||
| Local price & product mix | 15 | % | 3 | % | ||||
| Currency | 1 | 3 | ||||||
| Volume | (2) | (3) | ||||||
| Total | 14 | % | 3 | % | ||||
Industrial Intermediates & Infrastructure net sales were $3,166 million in the second quarter of 2026, up 14 percent from net sales of $2,786 million in the second quarter of 2025, with local price up 15 percent, currency up 1 percent, and volume down 2 percent. Local prices increased across both businesses and all geographic regions. Currency had a favorable impact on sales and was driven by EMEAI. Volume decreased in Polyurethanes & Construction Chemicals, primarily in Asia Pacific and EMEAI due to the impact of the Middle East conflict, which more than offset increased volume in industrial market applications. Volume increased in Industrial Solutions, primarily in the U.S. & Canada, driven by increased demand for energy applications and higher volumes from recent alkoxylation investments, which more than offset declines in Asia Pacific and EMEAI primarily due to the impact of the conflict in the Middle East.
Operating EBIT was $246 million in the second quarter of 2026, up $431 million from an Operating EBIT loss of $185 million in the second quarter of 2025. Operating EBIT increased as higher margins, the impact of the Company’s self-help initiatives, lower planned maintenance activity and the suspension of the recognition of equity losses from Sadara more than offset the impact of higher performance-based compensation costs.
Industrial Intermediates & Infrastructure net sales were $5,792 million in the first six months of 2026, up 3 percent from net sales of $5,641 million in the first six months of 2025, with local price up 3 percent, currency up 3 percent, and volume down 3 percent. Local price increased in both businesses and across all geographic regions. Currency had a favorable impact on sales in both businesses and was driven by EMEAI. Volume decreased in Polyurethanes & Construction Chemicals due to the impact of the Middle East conflict, which more than offset increased volume in industrial market applications. Volume decreased in Industrial Solutions as the impact of the conflict in the Middle East more than offset increases in energy applications and higher volumes from recent alkoxylation investments.
Operating EBIT was $128 million in the first six months of 2026, up $441 million from Operating EBIT loss of $313 million in the first six months of 2025. Operating EBIT increased primarily due to higher margins, the impact of the Company’s self-help initiatives, lower planned maintenance activity and the suspension of the recognition of equity losses from Sadara, which more than offset the impact of higher performance-based compensation costs.
53
PERFORMANCE MATERIALS & COATINGS
| Performance Materials & Coatings | Three Months Ended | Six Months Ended | ||||||||||||
| In millions | Jun 30, 2026 | Jun 30, 2025 | Jun 30, 2026 | Jun 30, 2025 | ||||||||||
| Net sales | $ | 2,361 | $ | 2,129 | $ | 4,441 | $ | 4,200 | ||||||
| Operating EBIT | $ | 133 | $ | 152 | $ | 250 | $ | 201 | ||||||
| Equity earnings | $ | 1 | $ | 1 | $ | 2 | $ | 1 | ||||||
| Performance Materials & Coatings | Three Months Ended | Six Months Ended | ||||||
| Percentage change from prior year | Jun 30, 2026 | Jun 30, 2026 | ||||||
| Change in Net Sales from Prior Period due to: | ||||||||
| Local price & product mix | 4 | % | — | % | ||||
| Currency | 1 | 2 | ||||||
| Volume | 6 | 4 | ||||||
| Total | 11 | % | 6 | % | ||||
Performance Materials & Coatings net sales were $2,361 million in the second quarter of 2026, up 11 percent from net sales of $2,129 million in the second quarter of 2025, with volume up 6 percent, local price up 4 percent, and a favorable currency impact of 1 percent. Coatings & Performance Monomers volume increased across all geographic regions, driven by higher demand for acrylic monomers. Volume increased in Consumer Solutions in all geographic regions, primarily in downstream silicones, led by home care and consumer and electronics. Local price in Coatings & Performance Monomers increased across all geographic regions, primarily in acrylic monomers and architectural coatings. Local price was flat in Consumer Solutions with gains in Asia Pacific and EMEAI offset by declines in the U.S. & Canada and Latin America. Local price gains in downstream silicones, driven by consumer and electronics, were offset by declines in upstream siloxanes.
Operating EBIT was $133 million in the second quarter of 2026, down $19 million from Operating EBIT of $152 million in the second quarter of 2025. Operating EBIT decreased as higher performance-based compensation costs, planned maintenance activity, and fixed costs impacted by the closure of the Barry, U.K., siloxanes plant more than offset higher demand, reduced intangible asset amortization expenses in Consumer Solutions, and the impact of the Company's self-help initiatives.
Performance Materials & Coatings net sales were $4,441 million in the first six months of 2026, up 6 percent from net sales of $4,200 million in the first six months of 2025, with volume up 4 percent, a favorable currency impact of 2 percent, and local price flat. Coatings & Performance Monomers volume increased across all geographic regions, driven by higher demand for acrylic monomers. Volume increased in Consumer Solutions in all geographic regions except EMEAI. Volume increased primarily in downstream silicones, led by consumer and electronics and home care. The favorable currency impact was driven by EMEAI and Asia Pacific in both businesses. Local price in Coatings & Performance Monomers increased across all geographic regions except Asia Pacific, primarily in acrylic monomers. Local price decreased in Consumer Solutions due to declines in upstream siloxanes.
Operating EBIT was $250 million in the first six months of 2026, up $49 million from Operating EBIT of $201 million in the first six months of 2025. Operating EBIT increased in both businesses primarily due to higher sales volume, the impact of the Company's self-help initiatives, and reduced intangible asset amortization expenses in Consumer Solutions, which more than offset higher performance-based compensation costs.
54
CORPORATE
| Corporate | Three Months Ended | Six Months Ended | ||||||||||||
| In millions | Jun 30, 2026 | Jun 30, 2025 | Jun 30, 2026 | Jun 30, 2025 | ||||||||||
| Net sales | $ | 180 | $ | 164 | $ | 349 | $ | 359 | ||||||
| Operating EBIT | $ | (9) | $ | (59) | $ | (62) | $ | (92) | ||||||
| Equity earnings | $ | 1 | $ | 1 | $ | 2 | $ | — | ||||||
Net sales for Corporate, which primarily relate to the Company's insurance operations, were $180 million in the second quarter of 2026, an increase from net sales of $164 million in the second quarter of 2025. Net sales were $349 million in the first six months of 2026, a decrease from net sales of $359 million in the first six months of 2025.
Operating EBIT was a loss of $9 million in the second quarter of 2026, compared with a loss of $59 million in the second quarter of 2025. Operating EBIT increased primarily due to increased investment gains and the benefit of the Company's cost reduction initiatives. Operating EBIT was a loss of $62 million in the first six months of 2026, compared with a loss of $92 million in the first six months of 2025. Operating EBIT increased due to increased investment gains and the impact of the Company's cost reduction initiatives, partially offset by higher environmental expenses.
CHANGES IN FINANCIAL CONDITION
The Company had cash and cash equivalents of $3,973 million at June 30, 2026 and $3,816 million at December 31, 2025, of which $1,875 million at June 30, 2026 and $2,636 million at December 31, 2025 was held by subsidiaries in foreign countries, including U.S. territories. For each of its foreign subsidiaries, Dow makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States.
Cash held by foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries' operational activities and future foreign investments. Dow has the ability to repatriate additional funds to the United States, which could result in an adjustment to the tax liability for foreign withholding taxes, foreign and/or U.S. state income taxes and the impact of foreign currency movements. At June 30, 2026, management believed that sufficient liquidity was available in the United States. The Company has and expects to continue repatriating certain funds from its non‑U.S. subsidiaries that are not needed to finance local operations; however, these particular repatriation activities have not and are not expected to result in a significant incremental tax liability to the Company.
The Company's cash flows from operating, investing and financing activities, as reflected in the consolidated statements of cash flows, are summarized in the following table:
| Cash Flow Summary | Dow Inc. | TDCC | ||||||||||||
| Six Months Ended | Six Months Ended | |||||||||||||
| Jun 30, 2026 | Jun 30, 2025 | Jun 30, 2026 | Jun 30, 2025 | |||||||||||
In millions | ||||||||||||||
| Cash provided by (used for): | ||||||||||||||
| Operating activities - continuing operations | $ | 2,448 | $ | (366) | ||||||||||
Next expected filings
- ~2026-10-23 10-Q expected by 2026-11-07 (in 89 days)
- ~2027-02-02 10-K expected by 2027-02-27 (in 191 days)
- ~2027-04-23 10-Q expected by 2027-05-08 (in 271 days)
- ~2027-07-23 10-Q expected by 2027-08-07 (in 362 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-07-24 10-Q Quarterly Report
- 2026-07-23 8-K Earnings Release; Financial Statements and Exhibits
- 2026-07-10 8-K Other Events; Financial Statements and Exhibits
- 2026-07-10 424B5 Prospectus Supplement
- 2026-07-06 8-K/A Officer/Director Change
- 2026-04-24 10-Q Quarterly Report
- 2026-04-24 S-8 Employee Benefit Plan Registration
- 2026-04-23 8-K Earnings Release; Financial Statements and Exhibits
- 2026-04-14 8-K Officer/Director Change; Shareholder Vote Results; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
- 2026-02-03 10-K Annual Report
- 2026-02-02 8-K Other Events; Financial Statements and Exhibits
- 2026-01-29 8-K Earnings Release; Financial Statements and Exhibits
- 2026-01-29 8-K Costs Associated with Exit; Other Events
- 2026-01-05 8-K Officer/Director Change
- 2025-10-24 10-Q Quarterly Report