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 the first quarter of 2026, heightened geopolitical tensions in the Middle East impacted conditions in and around the Strait of Hormuz, a critical maritime area through which a significant portion of global crude oil, refined products, and related chemical feedstocks are transported. The current conflict and geopolitical conditions in the Middle East have impacted the global chemical industry, resulting in damage to upstream oil and gas infrastructure and logistics challenges in the geographic region. The global supply chain disruptions have led to supply constraints in Asia Pacific and Europe, and lengthened transit times as production has increased in other regions to compensate for reduced production in the Middle East. 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.
OUTLOOK
The Company is seeing rapid, positive momentum from its announced pricing actions in every business and every geographic region, as well as constructive impacts to its operating rates. Dow's purpose-built asset footprint, well-established supply chain routes and leading asset reliability are being leveraged to prioritize its customers and navigate the conflict in the Middle East. At the same time, Dow's teams remain focused on capturing growth in attractive markets while delivering cost savings and cash support. Transform to Outperform aims to radically simplify how Dow operates, reengineer processes and cost structures, and modernize how Dow serves its customers. These collective actions position the Company for improved growth and productivity, expanded margins and higher shareholder returns across the cycle.
OVERVIEW
The following is a summary of the results for the three months ended March 31, 2026:
•The Company reported net sales in the first quarter of 2026 of $9.8 billion, down 6 percent from $10.4 billion in the first quarter of 2025; Packaging & Specialty Plastics (down 7 percent), Industrial Intermediates & Infrastructure (down 8 percent) and flat in Performance Materials & Coatings. Net sales decreased in the U.S. & Canada (down 10 percent), Asia Pacific (down 6 percent) and EMEAI (down 3 percent), and was flat in Latin America.
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•Local price decreased 7 percent compared with the first quarter of 2025 and was down in all operating segments; Packaging & Specialty Plastics (down 9 percent), Industrial Intermediates & Infrastructure (down 8 percent) and Performance Materials & Coatings (down 4 percent). Local price was down in all geographic regions; EMEAI and Latin America (both down 9 percent), Asia Pacific (down 8 percent) and the U.S. & Canada (down 6 percent).
•Volume decreased 2 percent compared with the first quarter of 2025 and was mixed by operating segment; Packaging & Specialty Plastics (down 1 percent), Industrial Intermediates & Infrastructure (down 4 percent) and Performance Materials & Coatings (up 2 percent). Volume increased in Latin America (up 9 percent) and was more than offset by a decrease in the U.S. & Canada (down 4 percent) and EMEAI (down 2 percent). Volume was flat in Asia Pacific.
•Currency had a favorable impact of 3 percent on net sales compared with the first quarter of 2025, driven by EMEAI (up 8 percent) and Asia Pacific (up 2 percent).
•Restructuring and asset related charges - net was $27 million in the first quarter of 2026, compared with $208 million in the first quarter of 2025. The first quarter of 2026 included charges related to severance and related benefit costs associated with Transform to Outperform and the first quarter of 2025 included primarily severance and related benefits costs associated with the 2025 Restructuring Program.
•Equity in losses of nonconsolidated affiliates was $303 million in the first quarter of 2026, compared with equity in losses of nonconsolidated affiliates of $20 million in the first quarter of 2025. The first quarter of 2026 included losses of $292 million 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). Additionally, the Company suspended recognition of its share of equity losses from Sadara in the first quarter of 2026.
•Net income attributable to noncontrolling interests was $88 million in the first quarter of 2026, compared with $17 million in the first 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 loss available for Dow Inc. and TDCC common stockholder(s) was $533 million and $531 million in the first quarter of 2026, compared with $307 million and $305 million, respectively, in the first quarter of 2025. Loss per share for Dow Inc. was $0.74 per share in the first quarter of 2026, compared with $0.44 per share in the first quarter of 2025.
•Cash provided by operating activities - continuing operations was $1,124 million in the first quarter of 2026, up $1,020 million compared with the first quarter of 2025. The increase reflects a cash payment of approximately $1.0 billion (net of Canadian tax withholding) received by the Company on March 2, 2026, as part of a 2025 damages judgment and associated fees related to the ethylene asset matter with Nova Chemicals Corporation ("Nova").
•On February 18, 2026, Standard & Poor's announced a long-term credit rating change for TDCC from BBB to BBB- and a short-term credit rating change from A-2 to A-3, with its outlook remaining negative.
•On February 27, 2026, Moody's Ratings announced a long-term credit rating change for TDCC from Baa2 to Baa3 and a short-term credit rating change from P-2 to P-3, with its outlook remaining negative.
•On March 16, 2026, Fitch Ratings affirmed TDCC's BBB and F2 rating, with its outlook remaining stable.
In addition, the following events occurred subsequent to the first 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 will succeed Jim Fitterling, who will transition 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.
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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 | |||||||||||
| In millions | Mar 31, 2026 | Mar 31, 2025 | ||||||||||
| Net sales | $ | 9,794 | $ | 10,431 | ||||||||
| Sales Variances by Operating Segment and Geographic Region | Three Months Ended Mar 31, 2026 | ||||||||||||||||||||||||||
| Local Price & Product Mix | Currency | Volume | Total | ||||||||||||||||||||||||
| Percentage change from prior year | |||||||||||||||||||||||||||
| Packaging & Specialty Plastics | (9) | % | 3 | % | (1) | % | (7) | % | |||||||||||||||||||
| Industrial Intermediates & Infrastructure | (8) | 4 | (4) | (8) | |||||||||||||||||||||||
| Performance Materials & Coatings | (4) | 2 | 2 | — | |||||||||||||||||||||||
| Total | (7) | % | 3 | % | (2) | % | (6) | % | |||||||||||||||||||
| Total, excluding the Hydrocarbons & Energy business | (7) | % | 3 | % | — | % | (4) | % | |||||||||||||||||||
| U.S. & Canada | (6) | % | — | % | (4) | % | (10) | % | |||||||||||||||||||
| EMEAI | (9) | 8 | (2) | (3) | |||||||||||||||||||||||
| Asia Pacific | (8) | 2 | — | (6) | |||||||||||||||||||||||
| Latin America | (9) | — | 9 | — | |||||||||||||||||||||||
| Total | (7) | % | 3 | % | (2) | % | (6) | % | |||||||||||||||||||
Net sales in the first quarter of 2026 were $9.8 billion, down 6 percent from $10.4 billion in the first quarter of 2025, with local price down 7 percent, volume down 2 percent, and a favorable currency impact of 3 percent. Net sales decreased in all operating segments except Performance Materials & Coatings and all geographic regions except Latin America. Local price decreased in all geographic regions and all operating segments, with Packaging & Specialty Plastics down 9 percent, Industrial Intermediates & Infrastructure down 8 percent, and Performance Materials & Coatings down 4 percent. Volume decreased 2 percent, driven by U.S. & Canada (down 4 percent) and EMEAI (down 2 percent) partially offset by increases in Latin America (up 9 percent). Volume decreased in Packaging & Specialty Plastics (down 1 percent) and Industrial Intermediates & Infrastructure (down 4 percent) and increased in Performance Materials & Coatings (up 2 percent). Currency favorably impacted net sales by 3 percent, driven by EMEAI (up 8 percent) and Asia Pacific (up 2 percent). Excluding the Hydrocarbons & Energy business, net sales decreased 4 percent.
Cost of Sales
Cost of sales ("COS") was $9.2 billion in the first quarter of 2026, compared with $9.8 billion in the first quarter of 2025. COS decreased in the first quarter of 2026 primarily due to lower raw material, feedstock and energy costs and the impact of the Company’s cost reduction initiatives. COS as a percentage of net sales was 93.5 percent in the first quarter of 2026 (93.6 percent in the first quarter of 2025).
Research and Development Expenses
Research and development ("R&D") expenses totaled $181 million in the first quarter of 2026, compared with $200 million in the first quarter of 2025. R&D expenses decreased in the first quarter of 2026 primarily due to the Company's cost reduction initiatives.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses totaled $417 million in the first quarter of 2026, compared with $366 million in the first quarter of 2025. SG&A expenses increased in the first quarter of 2026 primarily due to costs to achieve Transform to Outperform, partially offset by the impact of the Company’s cost reduction initiatives.
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Amortization of Intangibles
Amortization of intangibles was $46 million in the first quarter of 2026 compared with $76 million in the first quarter 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. 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. 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 Losses of Nonconsolidated Affiliates
The Company's share of equity in losses of nonconsolidated affiliates was $303 million in the first quarter of 2026, compared with equity in losses of nonconsolidated affiliates of $20 million in the first quarter 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), and was partially offset by the Company's suspension of recognition of its share of equity losses from Sadara in the first quarter of 2026. Cash dividends from nonconsolidated affiliates were $199 million for the first three months of 2026, compared with $113 million for the first three months of 2025. See Notes 9 and 11 for additional information.
Sundry Income (Expense) – Net
Sundry income (expense) - net for the three months ended March 31, 2026 was income of $121 million, compared with income of $13 million for the three months ended March 31, 2025. The increase in sundry income is primarily due to foreign currency exchange gains, a gain associated with the Nova ethylene asset matter, and the absence of a loss on early extinguishment of debt that occurred in the first quarter of 2025, partially offset by lower non-operating pension and postretirement benefit plan credits. See Notes 5, 11 and 15 to the Consolidated Financial Statements for additional information.
Interest Expense and Amortization of Debt Discount
Interest expense and amortization of debt discount was $219 million in the first quarter of 2026, compared with $216 million in the first quarter of 2025. See Liquidity and Capital Resources in Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information.
Provision (Credit) 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 first quarter of 2026, the Company reported a provision for income taxes of $55 million, resulting in a negative effective tax rate of 14.1 percent. In the first quarter of 2025, the Company reported a credit for income taxes of $84 million, resulting in an effective tax rate of 22.5 percent. The reported provision (credit) for income taxes and effective tax rates for TDCC are substantially similar.
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The provision for income taxes for the first quarter of 2026 was unfavorably impacted by tax expense related to the Nova ethylene asset matter, partially offset by tax benefits related to changes in uncertain tax positions. The credit for income taxes for the first quarter of 2025 was primarily due to the geographic mix of earnings.
The Company continues to monitor and evaluate legislative developments related to the Global Anti-Base Erosion Proposal Regime ("GloBE") established by the Organization of Economic Cooperation and Development’s ("OECD") Pillar Two framework. Several countries in which the Company operates have adopted GloBE into their legislation and several others are expected to enact these rules in the future. To date, such legislation has not materially impacted the Company's effective tax rate.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests was $88 million in the first quarter of 2026, compared with $17 million in the first quarter of 2025. The increase in net income attributable to noncontrolling interests reflects the ownership interest in Diamond Infrastructure Solutions held by InfraPark. 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. See Notes 14 and 19 to the Consolidated Financial Statements for additional information.
Net Loss Available for Common Stockholder(s)
Dow Inc.
Net loss available for Dow Inc. common stockholders was $533 million, or $0.74 per share, in the first quarter of 2026, compared with $307 million, or $0.44 per share, in the first quarter of 2025. See Note 7 to the Consolidated Financial Statements for details on Dow Inc.'s earnings per share calculations.
TDCC
Net loss available for the TDCC common stockholder was $531 million in the first quarter of 2026, compared with $305 million in the first quarter 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 operating officer, chief financial officer, general counsel and corporate secretary, and senior vice president of corporate development, together the "executive committee" and chief operating decision maker ("CODM"), assesses performance and allocates resources. 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., "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 20 to the Consolidated Financial Statements for reconciliations of these measures.
PACKAGING & SPECIALTY PLASTICS
| Packaging & Specialty Plastics | Three Months Ended | |||||||
| In millions | Mar 31, 2026 | Mar 31, 2025 | ||||||
| Net sales | $ | 4,919 | $ | 5,310 | ||||
| Operating EBIT | $ | 208 | $ | 342 | ||||
Equity earnings (losses) 1 | $ | (63) | $ | 39 | ||||
1.The three months ended March 31, 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.
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| Packaging & Specialty Plastics | Three Months Ended | ||||
| Percentage change from prior year | Mar 31, 2026 | ||||
| Change in Net Sales from Prior Period due to: | |||||
| Local price & product mix | (9) | % | |||
| Currency | 3 | ||||
| Volume | (1) | ||||
| Total | (7) | % | |||
Packaging & Specialty Plastics net sales were $4,919 million in the first quarter of 2026, down 7 percent from net sales of $5,310 million in the first quarter of 2025, with local price down 9 percent, volume down 1 percent and currency up 3 percent. Local price decreased in Packaging and Specialty Plastics in all geographic regions, driven by lower pricing of polyethylene and functional polymers. Local price decreased in Hydrocarbons & Energy in all geographic regions, driven by olefins and aromatics in the U.S. & Canada and EMEAI. Volume increased in Packaging and Specialty Plastics across all geographic regions, driven by higher volumes in polyethylene, partially 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 from idling an integrated ethylene cracker in EMEAI in mid-2025. Currency had a favorable impact on sales in both businesses and was primarily driven by EMEAI.
Operating EBIT was $208 million in the first quarter of 2026, down $134 million from Operating EBIT of $342 million in the first quarter of 2025. Operating EBIT decreased primarily due to lower integrated margins, increased planned maintenance costs, and lower equity earnings, which were partially offset by the impact of the Company's cost reduction initiatives.
INDUSTRIAL INTERMEDIATES & INFRASTRUCTURE
| Industrial Intermediates & Infrastructure | Three Months Ended | |||||||
| In millions | Mar 31, 2026 | Mar 31, 2025 | ||||||
| Net sales | $ | 2,626 | $ | 2,855 | ||||
| Operating EBIT | $ | (118) | $ | (128) | ||||
Equity losses 1 | $ | (242) | $ | (58) | ||||
1.The three months ended March 31, 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 | ||||
| Percentage change from prior year | Mar 31, 2026 | ||||
| Change in Net Sales from Prior Period due to: | |||||
| Local price & product mix | (8) | % | |||
| Currency | 4 | ||||
| Volume | (4) | ||||
| Total | (8) | % | |||
Industrial Intermediates & Infrastructure net sales were $2,626 million in the first quarter of 2026, down 8 percent from net sales of $2,855 million in the first quarter of 2025, with local price down 8 percent, volume down 4 percent and currency up 4 percent. Local prices declined across both businesses and all geographic regions. Volume decreased in Polyurethanes & Construction Chemicals in all geographic regions except Latin America, due to lower volumes from the shutdown of a higher-cost upstream propylene oxide unit in the U.S. Gulf Coast in late 2025 and the impact of the Middle East conflict. Volume decreased in Industrial Solutions driven by declines in licensing revenue and the impact of the conflict in the Middle East, which more than offset higher volumes from recent alkoxylation investments. Currency favorably impacted sales in both businesses and was driven by EMEAI.
Operating EBIT was a loss of $118 million in the first quarter of 2026, up $10 million from an Operating EBIT loss of $128 million in the first quarter of 2025. Operating EBIT increased primarily driven by lower raw material and energy costs, lower planned maintenance costs, suspended Sadara equity loss recognition, and the impact of the Company's cost reduction initiatives, partially offset by lower selling prices.
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PERFORMANCE MATERIALS & COATINGS
| Performance Materials & Coatings | Three Months Ended | |||||||
| In millions | Mar 31, 2026 | Mar 31, 2025 | ||||||
| Net sales | $ | 2,080 | $ | 2,071 | ||||
| Operating EBIT | $ | 117 | $ | 49 | ||||
| Equity earnings | $ | 1 | $ | — | ||||
| Performance Materials & Coatings | Three Months Ended | ||||
| Percentage change from prior year | Mar 31, 2026 | ||||
| Change in Net Sales from Prior Period due to: | |||||
| Local price & product mix | (4) | % | |||
| Currency | 2 | ||||
| Volume | 2 | ||||
| Total | — | % | |||
Performance Materials & Coatings net sales were $2,080 million in the first quarter of 2026, flat compared to net sales of $2,071 million in the first quarter of 2025, with local price down 4 percent, volume up 2 percent, and a favorable currency impact of 2 percent. Coatings & Performance Monomers local price decreased across all geographic regions, primarily in acrylic monomers and architectural coatings. Local price decreased in Consumer Solutions in all geographic regions, except the U.S. and Canada, led by upstream siloxanes. Volume increased in Coatings & Performance Monomers 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. The favorable currency impact was driven by EMEAI and Asia Pacific in both businesses.
Operating EBIT was $117 million in the first quarter of 2026, up $68 million from Operating EBIT of $49 million in the first quarter of 2025. Operating EBIT increased in both businesses primarily due to the impact of the Company's cost reduction initiatives, lower planned maintenance costs, and reduced intangible asset amortization expenses in Consumer Solutions, partially offset by lower prices.
CORPORATE
| Corporate | Three Months Ended | |||||||
| In millions | Mar 31, 2026 | Mar 31, 2025 | ||||||
| Net sales | $ | 169 | $ | 195 | ||||
| Operating EBIT | $ | (53) | $ | (33) | ||||
| Equity earnings (losses) | $ | 1 | $ | (1) | ||||
Net sales for Corporate, which primarily relate to the Company's insurance operations, were $169 million in the first quarter of 2026, a decrease from net sales of $195 million in the first quarter of 2025.
Operating EBIT was a loss of $53 million in the first quarter of 2026, compared with a loss of $33 million in the first quarter of 2025. Operating EBIT decreased primarily due to higher environmental costs.
CHANGES IN FINANCIAL CONDITION
The Company had cash and cash equivalents of $4,110 million at March 31, 2026 and $3,816 million at December 31, 2025, of which $2,634 million at March 31, 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.
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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 March 31, 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 | ||||||||||||
| Three Months Ended | Three Months Ended | |||||||||||||
| Mar 31, 2026 | Mar 31, 2025 | Mar 31, 2026 | Mar 31, 2025 | |||||||||||
In millions | ||||||||||||||
| Cash provided by (used for): | ||||||||||||||
| Operating activities - continuing operations | $ | 1,124 | $ | 104 | $ | 1,129 | $ | 112 | ||||||
| Operating activities - discontinued operations | — | (13) | — | — | ||||||||||
| Operating activities | $ | 1,124 | $ | 91 | $ | 1,129 | $ | 112 | ||||||
| Investing activities | $ | (448) | $ | (401) | $ | (448) | $ | (401) | ||||||
| Financing activities | $ | (320) | $ | (521) | $ | (325) | $ | (542) | ||||||
Cash Flows from Operating Activities
Cash provided by operating activities from continuing operations in the first three months of 2026 was primarily driven by a cash receipt from Nova related to a judgment on the ethylene asset matter, the Company's cash earnings and dividends from equity method investments, partially offset by cash used for working capital, income tax payments and performance-based compensation. Cash provided by operating activities from continuing operations in the first three months of 2025 was primarily driven by the Company's cash earnings and dividends from equity method investments, which were partially offset by cash used for working capital and performance-based compensation payments.
| Net Working Capital | Dow Inc. | TDCC | ||||||||||||
| Mar 31, 2026 | Dec 31, 2025 | Mar 31, 2026 | Dec 31, 2025 | |||||||||||
| In millions | ||||||||||||||
| Current assets | $ | 19,469 | $ | 18,062 | $ | 19,428 | $ | 18,027 | ||||||
| Current liabilities | 10,536 | 9,183 | 10,420 | 9,076 | ||||||||||
| Net working capital | $ | 8,933 | $ | 8,879 | $ | 9,008 | $ | 8,951 | ||||||
| Current ratio | 1.85:1 | 1.97:1 | 1.86:1 | 1.99:1 | ||||||||||
| Working Capital Metrics | Three Months Ended | ||||||||||
| Mar 31, 2026 | Mar 31, 2025 | ||||||||||
| Days sales outstanding in trade receivables | 46 | 42 | |||||||||
| Days sales in inventory | 66 | 61 | |||||||||
| Days payables outstanding | 56 | 59 | |||||||||
Cash used for operating activities from discontinued operations in the first three months of 2025 reflected cash payments and receipts for certain agreements and matters related to the separation from DowDuPont Inc. ("DowDuPont").
Cash Flows from Investing Activities
Cash used for investing activities in the first three months of 2026 and 2025 was primarily for capital expenditures and purchases of investments, which were partially offset by proceeds from sales and maturities of investments.
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The Company's capital expenditures were $503 million in the first three months of 2026, compared with $685 million in the first three months of 2025. The Company expects full year capital spending to be approximately $2.5 billion, including capital spending related to the construction of the Fort Saskatchewan Path2Zero project. As evidenced across this and prior economic cycles, the Company will proactively adjust its spending as economic conditions evolve.
Cash Flows from Financing Activities
Cash used for financing activities in the first three months of 2026 for Dow, Inc. was primarily related to dividends paid to stockholders and distributions to noncontrolling interests. TDCC included cash outflows for dividends paid to Dow Inc. Cash used for financing activities in the first three months of 2025 for Dow Inc. was primarily related to payments on long-term debt and dividends paid to stockholders, which were partially offset by proceeds from issuance of long-term debt. TDCC included cash outflows for dividends paid to Dow Inc.
Dow Inc. Non-GAAP Cash Flow Measures
Free Cash Flow
Dow defines Free Cash Flow as "Cash provided by operating activities - continuing operations," less capital expenditures. Under this definition, Free Cash Flow represents the cash generated by Dow from operations after investing in its asset base. Free Cash Flow, combined with cash balances and other sources of liquidity, represents 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.
Operating EBITDA
Dow defines Operating EBITDA as earnings (i.e., "Loss before income taxes") before interest, depreciation and amortization, excluding the impact of significant items.
Cash Flow Conversion (Cash Flow from Operations to Operating EBITDA)
Dow defines Cash Flow Conversion (Cash Flow from Operations to Operating EBITDA) 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.
These financial measures are not recognized in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should not be viewed as alternatives to GAAP financial measures of performance. All companies do not calculate non-GAAP financial measures in the same manner and, accordingly, Dow's definitions may not be consistent with the methodologies used by other companies.
Reconciliation of Free Cash Flow | Three Months Ended | |||||||
| Mar 31, 2026 | Mar 31, 2025 | |||||||
In millions | ||||||||
| Cash provided by operating activities - continuing operations (GAAP) | $ | 1,124 | $ | 104 | ||||
| Capital expenditures | (503) | (685) | ||||||
| Free Cash Flow (non-GAAP) | $ | 621 | $ | (581) | ||||
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Reconciliation of Cash Flow Conversion (Cash Flow from Operations to Operating EBITDA) | Three Months Ended | |||||||
| Mar 31, 2026 | Mar 31, 2025 | |||||||
In millions | ||||||||
| Net loss (GAAP) | $ | (445) | $ | (290) | ||||
| + Provision (credit) for income taxes | 55 | (84) | ||||||
| Loss before income taxes | $ | (390) | $ | (374) | ||||
| - Interest income | 42 | 28 | ||||||
| + Interest expense and amortization of debt discount | 219 | 216 | ||||||
| - Significant items ¹ | (367) | (416) | ||||||
| Operating EBIT (non-GAAP) | $ | 154 | $ | 230 | ||||
| + Depreciation and amortization | 719 | 714 | ||||||
| Operating EBITDA (non-GAAP) | $ | 873 | $ | 944 | ||||
| Cash provided by operating activities - continuing operations (GAAP) | $ | 1,124 | $ | 104 | ||||
Cash flow from operations to net income (GAAP) 2 | N/A | N/A | ||||||
| Cash Flow Conversion (Cash flow from operations to Operating EBITDA) (non-GAAP) | 128.8 | % | 11.0 | % | ||||
1.The three months ended March 31, 2026 includes a loss due to change in fair value of the estimated liability associated with the Company's guarantee of Sadara's project financing debt, costs to achieve and severance and related benefit costs associated with Transform to Outperform and implementation costs associated with the Company's 2025 Restructuring Program, partially offset by a gain associated with a legal matter with Nova. The three months ended March 31, 2025 includes severance and related benefit costs associated with the Company's 2025 Restructuring Program, charges related to an arbitration agreement for historical product claims from a divested business, loss on early extinguishment of debt and restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program. See Note 20 to the Consolidated Financial Statements for additional information.
2.Cash flow from operations to net income is not applicable for the three months ended March 31, 2026 and 2025 due to a net loss for the period.
Liquidity & Financial Flexibility
The Company’s primary source of incremental liquidity is cash flows from operating activities. The generation of cash from operations over the economic cycle and the Company's ability to access capital markets is expected to meet the Company’s cash requirements for working capital, capital expenditures, debt maturities, contributions to pension plans, dividend distributions to stockholders, share repurchases and other needs. In addition to cash from operating activities, the Company’s current liquidity sources also include TDCC's U.S. and Euromarket commercial paper programs, committed and uncommitted credit facilities, committed accounts receivable facilities, a medium-term notes program, a U.S. retail note program (“InterNotes®”) and other debt markets.
The Company continues to maintain a strong financial position with all of its committed credit facilities undrawn and fully available at March 31, 2026. Cash and committed and available forms of liquidity were $13.7 billion at March 31, 2026. The Company also has no substantive long-term debt maturities due until 2029. As a well-known seasoned issuer, the Company has ready access to debt capital markets, subject to market conditions, as an additional source of liquidity. Additional details on sources of liquidity are as follows:
Commercial Paper
Next expected filings
- ~2026-07-26 10-Q expected by 2026-08-10 (in 45 days)
- ~2026-10-25 10-Q expected by 2026-11-09 (in 136 days)
- ~2027-02-02 10-K expected by 2027-02-27 (in 236 days)
- ~2027-04-25 10-Q expected by 2027-05-10 (in 318 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 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
- 2025-10-23 8-K Earnings Release; Financial Statements and Exhibits
- 2025-09-08 8-K Other Events; Financial Statements and Exhibits
- 2025-07-25 10-Q Quarterly Report
- 2025-07-24 8-K Earnings Release; Financial Statements and Exhibits
- 2025-07-07 8-K Costs Associated with Exit; Material Impairments; Other Events