UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________

Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number	State of Incorporation or Organization	I.R.S. Employer Identification No.
001-38646	Dow Inc.	Delaware	30-1128146
	2211 H.H. Dow Way, Midland, MI 48674
	(989) 636-1000
001-03433	The Dow Chemical Company	Delaware	38-1285128
	2211 H.H. Dow Way, Midland, MI 48674
	(989) 636-1000

Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Dow Inc.	Common Stock, par value $0.01 per share	DOW	New York Stock Exchange
The Dow Chemical Company	0.500% Notes due March 15, 2027	DOW/27	New York Stock Exchange
The Dow Chemical Company	1.125% Notes due March 15, 2032	DOW/32	New York Stock Exchange
The Dow Chemical Company	1.875% Notes due March 15, 2040	DOW/40	New York Stock Exchange
The Dow Chemical Company	4.625% Notes due October 1, 2044	DOW/44	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Dow Inc. ☑ Yes ☐ No The Dow Chemical Company ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Dow Inc. ☑ Yes ☐ No The Dow Chemical Company ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Dow Inc.	Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐
The Dow Chemical Company	Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☑	Smaller reporting company	☐	Emerging growth company	☐

1

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

Dow Inc. ☐ The Dow Chemical Company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Dow Inc. ☐ Yes ☑ No The Dow Chemical Company ☐ Yes ☑ No

Dow Inc. had 703,205,830 shares of common stock, $0.01 par value, outstanding at March 31, 2024. The Dow Chemical Company had 100 shares of common stock, $0.01 par value, outstanding at March 31, 2024, all of which were held by the registrant’s parent, Dow Inc.

The Dow Chemical Company meets the conditions set forth in General Instruction H(1)(a) and (b) for Form 10-Q and therefore is filing this form with a reduced disclosure format.

2

Dow Inc. and Subsidiaries

The Dow Chemical Company and Subsidiaries

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended March 31, 2024

TABLE OF CONTENTS

		PAGE
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	5
	Dow Inc. and Subsidiaries:
	Consolidated Statements of Income.	5
	Consolidated Statements of Comprehensive Income.	6
	Consolidated Balance Sheets.	7
	Consolidated Statements of Cash Flows.	8
	Consolidated Statements of Equity.	9
	The Dow Chemical Company and Subsidiaries:
	Consolidated Statements of Income.	10
	Consolidated Statements of Comprehensive Income.	11
	Consolidated Balance Sheets.	12
	Consolidated Statements of Cash Flows.	13
	Consolidated Statements of Equity.	14
	Dow Inc. and Subsidiaries and The Dow Chemical Company and Subsidiaries:
	Notes to the Consolidated Financial Statements.	15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	37
	Results of Operations.	38
	Changes in Financial Condition.	42
	Other Matters.	48
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	49
Item 4.	Controls and Procedures.	49
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	50
Item 1A.	Risk Factors.	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	50
Item 4.	Mine Safety Disclosures.	50
Item 5.	Other Information.	51
Item 6.	Exhibits.	51
SIGNATURE		52

3

Dow Inc. and Subsidiaries
The Dow Chemical Company and Subsidiaries

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.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this report are “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow’s products; Dow’s expenses, future revenues and profitability; any global and regional economic impacts of a pandemic or other public health-related risks and events on Dow’s business; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflicts between Russia and Ukraine and in the Middle East; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow's contemplated capital and operating projects; Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe, including the completion and success of its integrated ethylene cracker and derivatives facility in Alberta, Canada; size of the markets for Dow’s products and services and ability to compete in such markets; failure to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow’s products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow’s intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow’s significant customers and suppliers; changes in public sentiment and political leadership; increased concerns about plastics in the environment and lack of a circular economy for plastics at scale; changes in consumer preferences and demand; changes in laws and regulations, political conditions or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflicts between Russia and Ukraine and in the Middle East; weather events and natural disasters; disruptions in Dow’s information technology networks and systems, including the impact of cyberattacks; and risks related to Dow’s separation from DowDuPont Inc. such as Dow’s obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” contained in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow’s business. Dow Inc. and TDCC assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

4

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Dow Inc. and Subsidiaries

Consolidated Statements of Income

 

	Three Months Ended
In millions, except per share amounts (Unaudited)	Mar 31, 2024		Mar 31, 2023
Net sales	$	10,765	$	11,851
Cost of sales	9,488		10,629
Research and development expenses	204		214
Selling, general and administrative expenses	442		428
Amortization of intangibles	81		81
Restructuring and asset related charges - net	45		541
Equity in earnings (losses) of nonconsolidated affiliates	17		(48)
Sundry income (expense) - net	61		79
Interest income	65		76
Interest expense and amortization of debt discount	199		185
Income (loss) before income taxes	449		(120)
Credit for income taxes	(89)		(47)
Net income (loss)	538		(73)
Net income attributable to noncontrolling interests	22		20
Net income (loss) available for Dow Inc. common stockholders	$	516	$	(93)
Per common share data:
Earnings (loss) per common share - basic	$	0.73	$	(0.13)
Earnings (loss) per common share - diluted	$	0.73	$	(0.13)
Weighted-average common shares outstanding - basic	704.5		708.2
Weighted-average common shares outstanding - diluted	705.5		708.2
Depreciation	$	481	$	475
Capital expenditures	$	714	$	440

See Notes to the Consolidated Financial Statements.

5

Dow Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

 

	Three Months Ended
In millions (Unaudited)	Mar 31, 2024		Mar 31, 2023
Net income (loss)	$	538	$	(73)
Other comprehensive income (loss), net of tax
Unrealized gains (losses) on investments	(6)		31
Cumulative translation adjustments	(122)		101
Pension and other postretirement benefit plans	17		6
Derivative instruments	(22)		(64)
Total other comprehensive income (loss)	(133)		74
Comprehensive income	405		1
Comprehensive income attributable to noncontrolling interests, net of tax	22		20
Comprehensive income (loss) attributable to Dow Inc.	$	383	$	(19)

See Notes to the Consolidated Financial Statements.

6

Dow Inc. and Subsidiaries

Consolidated Balance Sheets

In millions, except share amounts (Unaudited)	Mar 31, 2024		Dec 31, 2023
Assets
Current Assets
Cash and cash equivalents	$	3,723	$	2,987
Accounts and notes receivable:
Trade (net of allowance for doubtful receivables - 2024: $71; 2023: $81)	5,212		4,718
Other	1,857		1,896
Inventories	6,373		6,076
Other current assets	1,283		1,937
Total current assets	18,448		17,614
Investments
Investment in nonconsolidated affiliates	1,240		1,267
Other investments (investments carried at fair value - 2024: $2,030; 2023: $1,877)	2,831		2,740
Noncurrent receivables	382		438
Total investments	4,453		4,445
Property
Property	60,662		60,203
Less: Accumulated depreciation	39,401		39,137
Net property	21,261		21,066
Other Assets
Goodwill	8,590		8,641
Other intangible assets (net of accumulated amortization - 2024: $5,445; 2023: $5,374)	1,967		2,072
Operating lease right-of-use assets	1,364		1,320
Deferred income tax assets	1,402		1,486
Deferred charges and other assets	1,332		1,323
Total other assets	14,655		14,842
Total Assets	$	58,817	$	57,967
Liabilities and Equity
Current Liabilities
Notes payable	$	55	$	62
Long-term debt due within one year	118		117
Accounts payable:
Trade	4,940		4,529
Other	1,847		1,797
Operating lease liabilities - current	324		329
Income taxes payable	448		419
Accrued and other current liabilities	2,517		2,704
Total current liabilities	10,249		9,957
Long-Term Debt	16,170		14,907
Other Noncurrent Liabilities
Deferred income tax liabilities	383		399
Pension and other postretirement benefits - noncurrent	4,800		4,932
Asbestos-related liabilities - noncurrent	761		788
Operating lease liabilities - noncurrent	1,071		1,032
Other noncurrent obligations	6,466		6,844
Total other noncurrent liabilities	13,481		13,995
Stockholders’ Equity
Common stock (authorized 5,000,000,000 shares of $0.01 par value each; issued 2024: 781,810,357 shares; 2023: 778,595,514 shares)	8		8
Additional paid-in capital	8,942		8,880
Retained earnings	21,796		21,774
Accumulated other comprehensive loss	(7,814)		(7,681)
Treasury stock at cost (2024: 78,604,527 shares; 2023: 76,302,081 shares)	(4,507)		(4,374)
Dow Inc.’s stockholders’ equity	18,425		18,607
Noncontrolling interests	492		501
Total equity	18,917		19,108
Total Liabilities and Equity	$	58,817	$	57,967

See Notes to the Consolidated Financial Statements.

7

Dow Inc. and Subsidiaries

Consolidated Statements of Cash Flows

 

In millions (Unaudited)	Three Months Ended
	Mar 31, 2024		Mar 31, 2023
Operating Activities
Net income (loss)	$	538	$	(73)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	720		648
Provision (credit) for deferred income tax	7		(418)
Earnings of nonconsolidated affiliates less than dividends received	75		102
Net periodic pension benefit credit	(48)		(23)
Pension contributions	(34)		(41)
Net gain on sales of assets, businesses and investments	(11)		(49)
Restructuring and asset related charges - net	45		541
Other net loss	92		347
Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable	(600)		(68)
Inventories	(297)		163
Accounts payable	398		(631)
Other assets and liabilities, net	(425)		33
Cash provided by operating activities - continuing operations	460		531
Cash provided by operating activities - discontinued operations	4		4
Cash provided by operating activities	464		535
Investing Activities
Capital expenditures	(714)		(440)
Investment in gas field developments	(52)		(55)
Purchases of previously leased assets	—		(2)
Proceeds from sales of property, businesses and consolidated companies, net of cash divested	2		57
Acquisitions of property and businesses, net of cash acquired	—		(23)
Investments in and loans to nonconsolidated affiliates	(2)		—
Distributions and loan repayments from nonconsolidated affiliates	—		1
Purchases of investments	(679)		(165)
Proceeds from sales and maturities of investments	1,173		512
Other investing activities, net	1		(35)
Cash used for investing activities	(271)		(150)
Financing Activities
Changes in short-term notes payable	(20)		(91)
Proceeds from issuance of short-term debt greater than three months	7		—
Proceeds from issuance of long-term debt	1,381		13
Payments on long-term debt	(93)		(156)
Collections on securitization programs	4		—
Purchases of treasury stock	(200)		(125)
Proceeds from issuance of stock	42		55
Transaction financing, debt issuance and other costs	(11)		—
Employee taxes paid for share-based payment arrangements	(37)		(41)
Distributions to noncontrolling interests	(14)		(13)
Dividends paid to stockholders	(493)		(496)
Cash provided by (used for) financing activities	566		(854)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(54)		(41)
Summary
Increase (decrease) in cash, cash equivalents and restricted cash	705		(510)
Cash, cash equivalents and restricted cash at beginning of period	3,048		3,940
Cash, cash equivalents and restricted cash at end of period	$	3,753	$	3,430
Less: Restricted cash and cash equivalents, included in "Other current assets"	30		111
Cash and cash equivalents at end of period	$	3,723	$	3,319

See Notes to the Consolidated Financial Statements.

8

Dow Inc. and Subsidiaries

Consolidated Statements of Equity

 

	Three Months Ended
In millions, except per share amounts (Unaudited)	Mar 31, 2024		Mar 31, 2023
Common Stock
Balance at beginning and end of period	$	8	$	8
Additional Paid-in Capital
Balance at beginning of period	8,880		8,540
Common stock issued/sold	42		55
Stock-based compensation	87		56
Treasury stock issuances - compensation and benefit plans	(67)		(44)
Balance at end of period	8,942		8,607
Retained Earnings
Balance at beginning of period	21,774		23,180
Net income (loss) available for Dow Inc. common stockholders	516		(93)
Dividends to stockholders	(493)		(496)
Common control transaction	10		—
Other	(11)		(7)
Balance at end of period	21,796		22,584
Accumulated Other Comprehensive Loss
Balance at beginning of period	(7,681)		(7,139)
Other comprehensive income (loss)	(133)		74
Balance at end of period	(7,814)		(7,065)
Treasury Stock
Balance at beginning of period	(4,374)		(3,871)
Treasury stock purchases	(200)		(126)
Treasury stock issuances - compensation and benefit plans	67		44
Balance at end of period	(4,507)		(3,953)
Dow Inc.'s stockholders' equity	18,425		20,181
Noncontrolling Interests	492		534
Total Equity	$	18,917	$	20,715
Dividends declared per share of common stock	$	0.70	$	0.70

See Notes to the Consolidated Financial Statements.

9

The Dow Chemical Company and Subsidiaries

Consolidated Statements of Income

 

	Three Months Ended
In millions (Unaudited)	Mar 31, 2024		Mar 31, 2023
Net sales	$	10,765	$	11,851
Cost of sales	9,487		10,628
Research and development expenses	204		214
Selling, general and administrative expenses	442		428
Amortization of intangibles	81		81
Restructuring and asset related charges - net	45		541
Equity in earnings (losses) of nonconsolidated affiliates	17		(48)
Sundry income (expense) - net	61		69
Interest income	69		78
Interest expense and amortization of debt discount	199		185
Income (loss) before income taxes	454		(127)
Credit for income taxes	(89)		(47)
Net income (loss)	543		(80)
Net income attributable to noncontrolling interests	22		20
Net income (loss) available for The Dow Chemical Company common stockholder	$	521	$	(100)
Depreciation	$	481	$	475
Capital expenditures	$	714	$	440

See Notes to the Consolidated Financial Statements.

10

The Dow Chemical Company and Subsidiaries

Consolidated Statements of Comprehensive Income

 

	Three Months Ended
In millions (Unaudited)	Mar 31, 2024		Mar 31, 2023
Net income (loss)	$	543	$	(80)
Other comprehensive income (loss), net of tax
Unrealized gains (losses) on investments	(6)		31
Cumulative translation adjustments	(122)		101
Pension and other postretirement benefit plans	17		6
Derivative instruments	(22)		(64)
Total other comprehensive income (loss)	(133)		74
Comprehensive income (loss)	410		(6)
Comprehensive income attributable to noncontrolling interests, net of tax	22		20
Comprehensive income (loss) attributable to The Dow Chemical Company	$	388	$	(26)

See Notes to the Consolidated Financial Statements.

11

The Dow Chemical Company and Subsidiaries

Consolidated Balance Sheets

In millions, except share amounts (Unaudited)	Mar 31, 2024		Dec 31, 2023
Assets
Current Assets
Cash and cash equivalents	$	3,723	$	2,987
Accounts and notes receivable:
Trade (net of allowance for doubtful receivables - 2024: $71; 2023: $81)	5,212		4,718
Other	1,868		1,997
Inventories	6,373		6,076
Other current assets	1,249		1,898
Total current assets	18,425		17,676
Investments
Investment in nonconsolidated affiliates	1,240		1,267
Other investments (investments carried at fair value - 2024: $2,030; 2023: $1,877)	2,831		2,740
Noncurrent receivables	371		424
Total investments	4,442		4,431
Property
Property	60,662		60,203
Less accumulated depreciation	39,401		39,137
Net property	21,261		21,066
Other Assets
Goodwill	8,590		8,641
Other intangible assets (net of accumulated amortization - 2024: $5,445; 2023: $5,374)	1,967		2,072
Operating lease right-of-use assets	1,364		1,320
Deferred income tax assets	1,402		1,486
Deferred charges and other assets	1,332		1,323
Total other assets	14,655		14,842
Total Assets	$	58,783	$	58,015
Liabilities and Equity
Current Liabilities
Notes payable	$	59	$	62
Long-term debt due within one year	118		117
Accounts payable:
Trade	4,940		4,529
Other	1,877		1,818
Operating lease liabilities - current	324		329
Income taxes payable	448		419
Accrued and other current liabilities	2,394		2,575
Total current liabilities	10,160		9,849
Long-Term Debt	16,170		14,907
Other Noncurrent Liabilities
Deferred income tax liabilities	383		399
Pension and other postretirement benefits - noncurrent	4,800		4,932
Asbestos-related liabilities - noncurrent	761		788
Operating lease liabilities - noncurrent	1,071		1,032
Other noncurrent obligations	6,326		6,702
Total other noncurrent liabilities	13,341		13,853
Stockholder's Equity
Common stock (authorized and issued 100 shares of $0.01 par value each)	—		—
Additional paid-in capital	9,220		9,091
Retained earnings	17,214		17,495
Accumulated other comprehensive loss	(7,814)		(7,681)
The Dow Chemical Company’s stockholder's equity	18,620		18,905
Noncontrolling interests	492		501
Total equity	19,112		19,406
Total Liabilities and Equity	$	58,783	$	58,015

See Notes to the Consolidated Financial Statements.

12

The Dow Chemical Company and Subsidiaries

Consolidated Statements of Cash Flows

 

In millions (Unaudited)	Three Months Ended
	Mar 31, 2024		Mar 31, 2023
Operating Activities
Net income (loss)	$	543	$	(80)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	720		648
Provision (credit) for deferred income tax	7		(418)
Earnings of nonconsolidated affiliates less than dividends received	75		102
Net periodic pension benefit credit	(48)		(23)
Pension contributions	(34)		(41)
Net gain on sales of assets, businesses and investments	(11)		(49)
Restructuring and asset related charges - net	45		541
Other net loss	92		348
Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable	(600)		(68)
Inventories	(297)		163
Accounts payable	398		(631)
Other assets and liabilities, net	(421)		42
Cash provided by operating activities	469		534
Investing Activities
Capital expenditures	(714)		(440)
Investment in gas field developments	(52)		(55)
Purchases of previously leased assets	—		(2)
Proceeds from sales of property, businesses and consolidated companies, net of cash divested	2		57
Acquisitions of property and businesses, net of cash acquired	—		(23)
Investments in and loans to nonconsolidated affiliates	(2)		—
Distributions and loan repayments from nonconsolidated affiliates	—		1
Purchases of investments	(679)		(165)
Proceeds from sales and maturities of investments	1,173		512
Other investing activities, net	1		(35)
Cash used for investing activities	(271)		(150)
Financing Activities
Changes in short-term notes payable	(20)		(91)
Proceeds from issuance of short-term debt greater than three months	7		—
Proceeds from issuance of long-term debt	1,381		13
Payments on long-term debt	(93)		(156)
Collections on securitization programs	4		—
Proceeds from issuance of stock	42		55
Transaction financing, debt issuance and other costs	(11)		—
Employee taxes paid for share-based payment arrangements	(37)		(41)
Distributions to noncontrolling interests	(14)		(13)
Dividends paid to Dow Inc.	(698)		(620)
Cash provided by (used for) financing activities	561		(853)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(54)		(41)
Summary
Increase (decrease) in cash, cash equivalents and restricted cash	705		(510)
Cash, cash equivalents and restricted cash at beginning of period	3,048		3,940
Cash, cash equivalents and restricted cash at end of period	$	3,753	$	3,430
Less: Restricted cash and cash equivalents, included in "Other current assets"	30		111
Cash and cash equivalents at end of period	$	3,723	$	3,319

See Notes to the Consolidated Financial Statements.

13

The Dow Chemical Company and Subsidiaries

Consolidated Statements of Equity

 

	Three Months Ended
In millions (Unaudited)	Mar 31, 2024		Mar 31, 2023
Common Stock
Balance at beginning and end of period	$	—	$	—
Additional Paid-in Capital
Balance at beginning of period	9,091		8,627
Issuance of parent company stock - Dow Inc.	42		55
Stock-based compensation	87		56
Balance at end of period	9,220		8,738
Retained Earnings
Balance at beginning of period	17,495		19,472
Net income (loss) available for The Dow Chemical Company common stockholder	521		(100)
Dividends to Dow Inc.	(791)		(620)
Other	(11)		(6)
Balance at end of period	17,214		18,746
Accumulated Other Comprehensive Loss
Balance at beginning of period	(7,681)		(7,139)
Other comprehensive income (loss)	(133)		74
Balance at end of period	(7,814)		(7,065)
The Dow Chemical Company's stockholder's equity	18,620		20,419
Noncontrolling Interests	492		534
Total Equity	$	19,112	$	20,953

See Notes to the Consolidated Financial Statements.

14

Dow Inc. and Subsidiaries

The Dow Chemical Company and Subsidiaries

(Unaudited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

Note		Page
1	Consolidated Financial Statements	15
2	Recent Accounting Guidance	16
3	Revenue	17
4	Restructuring and Asset Related Charges - Net	18
5	Supplementary Information	20
6	Income Taxes	21
7	Earnings Per Share Calculations	21
8	Inventories	22
9	Transfers of Financial Assets	22
10	Notes Payable, Long Term Debt and Available Credit Facilities	23
11	Commitments and Contingencies	25
12	Leases	27
13	Accumulated Other Comprehensive Loss	28
14	Noncontrolling Interests	29
15	Pension and Other Postretirement Benefit Plans	29
16	Stock-Based Compensation	30
17	Financial Instruments	30
18	Fair Value Measurements	34
19	Segments and Geographic Regions	35

NOTE 1 – CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

Dow Inc. is the direct parent company of The Dow Chemical Company and its consolidated subsidiaries ("TDCC" and together with Dow Inc., "Dow" or the "Company"). The unaudited interim consolidated financial statements of Dow Inc. and TDCC were prepared in accordance with accounting principles generally accepted in the United States of America and reflect all adjustments (including normal recurring accruals) which, in the opinion of management, are considered necessary for the fair presentation of the results for the periods presented. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the combined Dow Inc. and TDCC Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 10-K").

As a result of the parent/subsidiary relationship between Dow Inc. and TDCC, and considering that the financial statements and disclosures of each company are substantially similar, the companies are filing a combined report for this Quarterly Report on Form 10-Q. The information reflected in the report is equally applicable to both Dow Inc. and TDCC, except where otherwise noted. Transactions between TDCC and Dow Inc. are treated as related party transactions for TDCC.

Except as otherwise indicated by the context, the term "Union Carbide" means Union Carbide Corporation and the term "Dow Silicones" means Dow Silicones Corporation, both wholly owned subsidiaries of the Company.

15

NOTE 2 – RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

On January 1, 2024, the Company adopted the amendments in Accounting Standards Update ("ASU") 2023-02, "Investments — Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method" and elected to account for certain tax equity investments using the proportional amortization method, as provided by the ASU. Under the proportional amortization method, an entity amortizes the initial cost of tax equity investments in proportion to the income tax credits and other income tax benefits received and recognizes the net amortization and income tax credits and other income tax benefits in the income statement as a component of income tax expense (benefit). The adoption of the ASU did not have a material impact on the Company's consolidated financial statements.

Accounting Guidance Issued But Not Adopted at March 31, 2024

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss to assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The adoption of the ASU is not expected to have a material impact on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. The adoption of the ASU is not expected to have a material impact on the Company's consolidated financial statements.

SEC Final Rules Not Adopted at March 31, 2024

In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted final rules under SEC Release Nos. 33-11275 and 34-99678, "The Enhancement and Standardization of Climate-Related Disclosures for Investors," which requires registrants to disclose certain climate-related information in registration statements and annual reports. The final rules include requirements to disclose material climate-related risks; activities to mitigate or adapt to such risks; information about the board of directors' oversight of climate-related risks and management’s role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant's business, results of operations, or financial condition. Registrants are also required to disclose the financial statement effects of severe weather events and other natural conditions in the notes to the financial statements. Certain large registrants are also required to disclose Scope 1 and Scope 2 greenhouse gas ("GHG") emissions, when material. The final rules include a phased-in compliance period for all registrants. As a large accelerated filer, most disclosure requirements are effective for the Company beginning with the year ending December 31, 2025. GHG emissions disclosures are required for the year ending December 31, 2026. The Company will also be required to obtain limited assurance on its Scope 1 and Scope 2 GHG emissions disclosures beginning with the year ending December 31, 2029, with reasonable assurance required beginning with the year ending December 31, 2033. In April 2024, the SEC informed the U.S. Court of Appeals for the Eighth Circuit ("Court") that it would voluntarily stay the final rules until various legal challenges are resolved by the Court. The Company is currently evaluating the impact of the final rules on its consolidated financial statements and annual disclosures.

16

NOTE 3 – REVENUE

Revenue Recognition

The majority of the Company's revenue is derived from product sales. The Company's revenue related to product sales was 98 percent for the three months ended March 31, 2024 (99 percent for the three months ended March 31, 2023). The remaining sales were primarily related to the Company's insurance operations and licensing of patents and technologies. Product sales consist of sales of the Company's products to manufacturers and distributors. The Company considers order confirmations or purchase orders, which in some cases are governed by master supply agreements, to be contracts with a customer. The Company enters into licensing arrangements in which it licenses certain rights of its patents and technology to customers. Revenue from the Company’s licenses for patents and technology is derived from sales-based royalties and licensing arrangements based on billing schedules established in each contract.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. At March 31, 2024, the Company had unfulfilled performance obligations of $743 million ($744 million at December 31, 2023) related to the licensing of technology. The Company expects revenue to be recognized for the remaining performance obligations over the next six years.

The Company has additional remaining performance obligations for product sales that have expected durations of one year or less, product sales of materials delivered through a pipeline for which the Company has elected the "right to invoice" practical expedient, and variable consideration attributable to royalties for licenses of patents and technology. The Company has received advance payments from customers related to long-term supply agreements that are deferred and recognized over the life of the contract, with remaining contract terms that range up to 20 years. The Company will have rights to future consideration for revenue recognized when product is delivered to the customer. These payments are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the consolidated balance sheets.

Disaggregation of Revenue

The Company disaggregates its revenue from contracts with customers by operating segment and business, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. See details in the tables below:

Net Trade Sales by Segment and Business	Three Months Ended
In millions	Mar 31, 2024		Mar 31, 2023
Hydrocarbons & Energy	$	1,467	$	1,874
Packaging and Specialty Plastics	3,963		4,240
Packaging & Specialty Plastics	$	5,430	$	6,114
Industrial Solutions	$	1,028	$	1,139
Polyurethanes & Construction Chemicals	1,977		2,234
Other	3		5
Industrial Intermediates & Infrastructure	$	3,008	$	3,378
Coatings & Performance Monomers	$	885	$	858
Consumer Solutions	1,267		1,418
Performance Materials & Coatings	$	2,152	$	2,276
Corporate	$	175	$	83
Total	$	10,765	$	11,851

17

Net Trade Sales by Geographic Region	Three Months Ended
In millions	Mar 31, 2024		Mar 31, 2023
U.S. & Canada	$	4,130	$	4,450
EMEAI 1	3,484		4,053
Asia Pacific	1,921		2,047
Latin America	1,230		1,301
Total	$	10,765	$	11,851

1.Europe, Middle East, Africa and India.

Contract Assets and Liabilities

The Company receives payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts related to the Company's contractual right to consideration for completed performance obligations not yet invoiced. Contract liabilities include payments received in advance of performance under the contract and are recognized in revenue when the performance obligations are met. "Contract liabilities - current" primarily reflects deferred revenue from prepayments from customers for product to be delivered in 12 months or less and royalty payments that are deferred and will be recognized in 12 months or less. "Contract liabilities - noncurrent" includes advance payments that the Company has received from customers related to long-term supply agreements and royalty payments that are deferred and recognized over the life of the contract.

Revenue recognized in the first three months of 2024 from amounts included in contract liabilities at the beginning of the period was approximately $40 million (approximately $40 million in the first three months of 2023). In the first three months of 2024, no contract assets were reclassified to receivables as a result of the right to the transaction consideration becoming unconditional (approximately $30 million in the first three months of 2023).

The following table summarizes contract assets and liabilities at March 31, 2024 and December 31, 2023:

Contract Assets and Liabilities	Balance Sheet Classification	Mar 31, 2024		Dec 31, 2023
In millions
Accounts and notes receivable - trade	Accounts and notes receivable - trade	$	5,212	$	4,718
Contract assets - current	Other current assets	$	13	$	13
Contract assets - noncurrent	Deferred charges and other assets	$	4	$	4
Contract liabilities - current	Accrued and other current liabilities	$	210	$	195
Contract liabilities - noncurrent	Other noncurrent obligations	$	1,600	$	1,642

NOTE 4 – RESTRUCTURING AND ASSET RELATED CHARGES - NET

Charges for restructuring programs and other asset related charges, which includes asset impairments, are recorded in "Restructuring and asset related charges - net" in the consolidated statements of income. For additional information on the Company's restructuring programs, see Note 4 to the Consolidated Financial Statements included in the 2023 10-K.

2023 Restructuring Program

On January 25, 2023, the Dow Inc. Board of Directors ("Board") approved restructuring actions to achieve the Company's structural cost improvement initiatives in response to the continued economic impact from the global recessionary environment and to enhance its agility and long-term competitiveness across the economic cycle. These actions are expected to be substantially complete by the end of 2024. In the first quarter of 2024, the Company recorded additional pretax restructuring charges of $8 million for asset write-downs and write-offs related to the shutdown of certain polyurethanes assets within the Industrial Intermediates & Infrastructure segment. The impacted facilities are expected to be shutdown by the end of 2025.

18

The following table summarizes the activities related to the 2023 Restructuring Program, including segment information:

2023 Restructuring Program	Severance and Related Benefit Costs		Asset Write-downs and Write-offs		Total
In millions
Packaging & Specialty Plastics	$	—	$	1	$	1
Industrial Intermediates & Infrastructure	—		40		40
Performance Materials & Coatings	—		49		49
Corporate	344		107		451
Total restructuring charges	$	344	$	197	$	541
Charges against the reserve	—		(197)		(197)
Cash payments	(11)		—		(11)
Reserve balance at Mar 31, 2023	$	333	$	—	$	333
Industrial Intermediates & Infrastructure	$	—	$	8	$	8
Total restructuring charges	$	—	$	8	$	8
Charges against the reserve	—		(8)		(8)
Cash payments	(60)		—		(60)
Reserve balance at Jun 30, 2023	$	273	$	—	$	273
Cash payments	(110)		—		(110)
Reserve balance at Sep 30, 2023	$	163	$	—	$	163
Industrial Intermediates & Infrastructure	$	—	$	2	$	2
Corporate	—		(16)		(16)
Total restructuring charges	$	—	$	(14)	$	(14)
Charges against the reserve	—		14		14
Cash payments	(41)		—		(41)
Reserve balance at Dec 31, 2023	$	122	$	—	$	122
Industrial Intermediates & Infrastructure	$	—	$	8	$	8
Total restructuring charges	$	—	$	8	$	8
Charges against the reserve	—		(8)		(8)
Cash payments	(48)		—		(48)
Reserve balance at Mar 31, 2024	$	74	$	—	$	74

At March 31, 2024, $70 million of the reserve balance was included in "Accrued and other current liabilities" ($101 million at December 31, 2023) and $4 million was included in "Other noncurrent obligations" ($21 million at December 31, 2023) in the consolidated balance sheets.

The Company recorded pretax restructuring charges of $543 million inception-to-date under the 2023 Restructuring Program, consisting of severance and related benefit costs of $344 million and asset write-downs and write-offs of $199 million.

Restructuring implementation costs, primarily decommissioning and demolition activities related to asset actions, and costs associated with the Company's productivity and efficiency actions, are expected to result in additional cash expenditures of approximately $255 million, primarily through the end of 2024. Restructuring implementation and efficiency costs totaled $46 million in the first quarter of 2024.

Asset Related Charges

In the first quarter of 2024, the Company recognized pretax impairment charges of $37 million related primarily to write-downs of certain manufacturing assets in the U.S. & Canada and EMEAI. The impairment charges were included in "Restructuring and asset related charges - net" in the consolidated statements of income and related to Packaging & Specialty Plastics. See Note 18 for additional information.

19

NOTE 5 – SUPPLEMENTARY INFORMATION

Dow Inc. Sundry Income (Expense) – Net	Three Months Ended
In millions	Mar 31, 2024		Mar 31, 2023
Non-operating pension and other postretirement benefit plan net credits 1	$	61	$	96
Foreign exchange losses 2	(23)		(102)
Gain on sales of other assets and investments 3	9		65
Asset impairments and related costs 4	—		(18)
Indemnification and other transaction related costs 5	—		9
Other - net	14		29
Total sundry income (expense) – net	$	61	$	79

1.See Note 15 for additional information.

2.Foreign exchange losses for the three months ended March 31, 2024 relate primarily to exposures in the Egyptian pound and Argentine peso. Foreign exchange losses for the three months ended March 31, 2023 relate primarily to exposures in the Argentine peso.

3.The three months ended March 31, 2023 includes gains associated with the sale of shares of a previously impaired equity method investment.

4.Certain obligations associated with a previously impaired equity method investment.

5.Primarily related to charges associated with agreements entered into with DuPont de Nemours, Inc. ("DuPont") and Corteva, Inc. ("Corteva") as part of the separation and distribution.

Sundry income (expense) - net for TDCC for the three months ended March 31, 2024 and 2023 is substantially the same as that of Dow Inc., with the primary difference related to indemnification and other transaction related costs recorded on Dow Inc. Therefore, TDCC sundry income (expense) - net is not disclosed separately.

Other Investments

The Company has investments in company-owned life insurance policies ("COLI"), which are recorded at their cash surrender value as of each balance sheet date, as provided below:

Investments in Company-Owned Life Insurance	Mar 31, 2024		Dec 31, 2023
In millions
Gross cash value	$	638	$	623
Less: Existing drawdowns 1	198		97
Less: Accrued interest on drawdowns 2	2		—
Investments in company-owned life insurance 3	$	438	$	526

1.Classified as "Proceeds from sales and maturities of investments" in the consolidated statements of cash flows.

2.Included in "Sundry income (expense) - net" in the consolidated statements of income.

3.Classified as "Other investments" in the consolidated balance sheets.

Supplier Finance Program

The Company facilitates a supply chain financing (“SCF”) program in the ordinary course of business in order to extend payment terms with vendors. Under the terms of this program, a vendor can voluntarily enter into an agreement with a participating financial intermediary to sell its receivables due from the Company. The vendor receives payment from the financial intermediary, and the Company pays the financial intermediary on the terms originally negotiated with the vendor, which generally range from 90 to 120 days. The vendor negotiates the terms of the agreements directly with the financial intermediary and the Company is not a party to that agreement. The financial intermediary may allow the participating vendor to utilize the Company’s creditworthiness in establishing credit spreads and associated costs, which may provide the vendor with more favorable terms than they would be able to secure on their own. The Company does not provide guarantees related to the SCF program. At March 31, 2024, outstanding obligations confirmed as valid under the SCF program were $291 million ($285 million at December 31, 2023), included in “Accounts payable – Trade” in the consolidated balance sheets.

20

NOTE 6 – INCOME TAXES

As the financial statements for Dow Inc. and TDCC are substantially similar, including the credit for income taxes, the following income tax discussion does not include reference to TDCC's credit for income taxes or its effective tax rate.

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 2024, the Company reported a credit for income taxes of $89 million, resulting in an effective tax rate of negative 19.8 percent. In the first quarter of 2023, the Company reported a credit for income taxes of $47 million, resulting in an effective tax rate of 39.2  percent. The credit for income taxes for the first quarter of 2024 was primarily due to a reassessment of interest and penalties related to a tax matter in a foreign jurisdiction, for which the Company recorded a tax credit of $194 million. The credit for income taxes in 2023 was primarily due to a pretax loss in 2023 and benefits related to deferred tax assets in a foreign jurisdiction, partially offset by a remeasurement of uncertain tax positions.

NOTE 7 - EARNINGS PER SHARE CALCULATIONS

The following tables provide earnings per share calculations for Dow Inc. for the three months ended March 31, 2024 and 2023. Earnings per share of TDCC is not presented as this information is not required in financial statements of wholly owned subsidiaries.

Net Income (Loss) for Earnings Per Share Calculations	Three Months Ended
In millions	Mar 31, 2024		Mar 31, 2023
Net income (loss)	$	538	$	(73)
Net income attributable to noncontrolling interests	22		20
Net income attributable to participating securities 1	3		3
Net income (loss) attributable to common stockholders	$	513	$	(96)

Earnings (Loss) Per Share - Basic and Diluted	Three Months Ended
Dollars per share	Mar 31, 2024		Mar 31, 2023
Earnings (loss) per common share - basic	$	0.73	$	(0.13)
Earnings (loss) per common share - diluted	$	0.73