DOW INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Dow Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Dow Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 4, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Uncertain Tax Positions — Refer to Notes 1 and 7 to the financial statements Critical Audit Matter Description The Company has a complex legal structure involving numerous domestic and foreign locations with constantly changing tax laws, regulations, and legal interpretations. The Company’s management is required to interpret and apply these tax laws and regulations in determining the amount of its income tax liability and provision. When an uncertain tax position is identified by management, the Company must evaluate if it is more likely than not, based on the technical merits, that the uncertain tax position will be sustained upon examination. The Company recognizes a benefit for tax positions using the highest cumulative tax benefit that is more likely than not to be 62 Table of Contents realized. The Company establishes a liability for unrecognized tax benefits that do not meet this threshold. The evaluation of each uncertain tax position requires management to apply specialized skill, knowledge, and significant judgment related to the identified position. The Company’s liability for unrecognized tax benefits and related accrued interest and penalties as of December 31, 2024 was $ 422 million and $ 327 million, respectively. Because of the complexity of tax laws, regulations, and legal interpretations relevant to numerous taxing jurisdictions in which the Company operates, auditing uncertain tax positions and the determination of whether the more likely than not threshold was met requires a high degree of auditor judgment and increased extent of effort, including the involvement of our income tax specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to uncertain tax positions included the following, among others: • We tested the effectiveness of internal controls over income taxes, including those over identifying uncertain tax positions and measuring liabilities. • We evaluated, with the assistance of our income tax specialists, the Company’s uncertain tax positions by performing the following: ◦ Obtaining Company and third-party opinions or memoranda regarding the uncertain tax positions. ◦ Identifying key judgements underlying the Company’s position and evaluating whether the conclusions are consistent with our interpretation of the relevant laws and regulations. ◦ Evaluating the Company’s method of measuring its liability for unrecognized tax benefits, including underlying data and assumptions. ◦ Evaluating the basis for certain intercompany transactions, such as transfer pricing, by comparison to economic studies performed by management and third-party data. ◦ Evaluating matters raised by taxing authorities in former and ongoing tax audits. ◦ Assessing changes and interpretation of applicable tax law. /s/ DELOITTE & TOUCHE LLP Midland, Michigan February 4, 2025 We have served as the Company's auditor since 1905. 63 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholder and the Board of Directors of The Dow Chemical Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of The Dow Chemical Company and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 4, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Uncertain Tax Positions — Refer to Notes 1 and 7 to the financial statements Critical Audit Matter Description The Company has a complex legal structure involving numerous domestic and foreign locations with constantly changing tax laws, regulations, and legal interpretations. The Company’s management is required to interpret and apply these tax laws and regulations in determining the amount of its income tax liability and provision. When an uncertain tax position is identified by management, the Company must evaluate if it is more likely than not, based on the technical merits, that the uncertain tax position will be sustained upon examination. The Company recognizes a benefit for tax positions using the highest cumulative tax benefit that is more likely than not to be realized. The Company establishes a liability for unrecognized tax benefits that do not meet this threshold. The evaluation of each uncertain tax position requires management to apply specialized skill, knowledge, and significant 64 Table of Contents judgment related to the identified position. The Company’s liability for unrecognized tax benefits and related accrued interest and penalties as of December 31, 2024 was $ 422 million and $ 327 million, respectively. Because of the complexity of tax laws, regulations, and legal interpretations relevant to numerous taxing jurisdictions in which the Company operates, auditing uncertain tax positions and the determination of whether the more likely than not threshold was met requires a high degree of auditor judgment and increased extent of effort, including the involvement of our income tax specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to uncertain tax positions included the following, among others: • We tested the effectiveness of internal controls over income taxes, including those over identifying uncertain tax positions and measuring liabilities. • We evaluated, with the assistance of our income tax specialists, the Company’s uncertain tax positions by performing the following: ◦ Obtaining Company and third-party opinions or memoranda regarding the uncertain tax positions. ◦ Identifying key judgements underlying the Company’s position and evaluating whether the conclusions are consistent with our interpretation of the relevant laws and regulations. ◦ Evaluating the Company’s method of measuring its liability for unrecognized tax benefits, including underlying data and assumptions. ◦ Evaluating the basis for certain intercompany transactions, such as transfer pricing, by comparison to economic studies performed by management and third-party data. ◦ Evaluating matters raised by taxing authorities in former and ongoing tax audits. ◦ Assessing changes and interpretation of applicable tax law. /s/ DELOITTE & TOUCHE LLP Midland, Michigan February 4, 2025 We have served as the Company's auditor since 1905. 65 Table of Contents Dow Inc. and Subsidiaries Consolidated Statements of Income (In millions, except per share amounts) For the years ended Dec 31, 2024 2023 2022 Net sales $ 42,964 $ 44,622 $ 56,902 Cost of sales 38,358 39,742 48,338 Research and development expenses 810 829 851 Selling, general and administrative expenses 1,581 1,627 1,675 Amortization of intangibles 310 324 336 Restructuring and asset related charges - net 103 528 118 Equity in earnings (losses) of nonconsolidated affiliates ( 6 ) ( 119 ) 268 Sundry income (expense) - net 415 ( 280 ) 727 Interest income 200 229 173 Interest expense and amortization of debt discount 811 746 662 Income before income taxes 1,600 656 6,090 Provision (credit) for income taxes 399 ( 4 ) 1,450 Net income 1,201 660 4,640 Net income attributable to noncontrolling interests 85 71 58 Net income available for Dow Inc. common stockholders $ 1,116 $ 589 $ 4,582 Per common share data: Earnings per common share - basic $ 1.57 $ 0.82 $ 6.32 Earnings per common share - diluted $ 1.57 $ 0.82 $ 6.28 Weighted-average common shares outstanding - basic 703.8 705.7 721.0 Weighted-average common shares outstanding - diluted 705.1 709.0 725.6 See Notes to the Consolidated Financial Statements. 66 Table of Contents Dow Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (In millions) For the years ended Dec 31, 2024 2023 2022 Net income $ 1,201 $ 660 $ 4,640 Other comprehensive income (loss), net of tax Unrealized gains (losses) on investments 10 — ( 312 ) Cumulative translation adjustments ( 172 ) 43 ( 579 ) Pension and other postretirement benefit plans ( 234 ) ( 609 ) 2,457 Derivative instruments ( 33 ) 24 272 Total other comprehensive income (loss) ( 429 ) ( 542 ) 1,838 Comprehensive income 772 118 6,478 Comprehensive income attributable to noncontrolling interests, net of tax 85 71 58 Comprehensive income attributable to Dow Inc. $ 687 $ 47 $ 6,420 See Notes to the Consolidated Financial Statements. 67 Table of Contents Dow Inc. and Subsidiaries Consolidated Balance Sheets (In millions, except share amounts) At Dec 31, 2024 2023 Assets Current Assets Cash and cash equivalents $ 2,189 $ 2,987 Accounts and notes receivable: Trade (net of allowance for doubtful receivables - 2024: $ 95 ; 2023: $ 81 ) 4,756 4,718 Other 2,108 1,896 Inventories 6,544 6,076 Other current assets 993 1,937 Total current assets 16,590 17,614 Investments Investment in nonconsolidated affiliates 1,266 1,267 Other investments (investments carried at fair value - 2024: $ 2,047 ; 2023: $ 1,877 ) 3,033 2,740 Noncurrent receivables 380 438 Total investments 4,679 4,445 Property Property 62,121 60,203 Less: Accumulated depreciation 40,117 39,137 Net property 22,004 21,066 Other Assets Goodwill 8,565 8,641 Other intangible assets (net of accumulated amortization - 2024: $ 5,394 ; 2023: $ 5,374 ) 1,721 2,072 Operating lease right-of-use assets 1,268 1,320 Deferred income tax assets 1,257 1,486 Deferred charges and other assets 1,228 1,323 Total other assets 14,039 14,842 Total Assets $ 57,312 $ 57,967 Liabilities and Equity Current Liabilities Notes payable $ 135 $ 62 Long-term debt due within one year 497 117 Accounts payable: Trade 4,847 4,529 Other 1,694 1,797 Operating lease liabilities - current 318 329 Income taxes payable 276 419 Accrued and other current liabilities 2,521 2,704 Total current liabilities 10,288 9,957 Long-Term Debt 15,711 14,907 Other Noncurrent Liabilities Deferred income tax liabilities 392 399 Pension and other postretirement benefits - noncurrent 4,736 4,932 Asbestos-related liabilities - noncurrent 713 788 Operating lease liabilities - noncurrent 984 1,032 Other noncurrent obligations 6,637 6,844 Total other noncurrent liabilities 13,462 13,995 Stockholders’ Equity Common stock (authorized 5,000,000,000 shares of $ 0.01 par value each; issued 2024: 784,471,939 shares; 2023: 778,595,514 shares) 8 8 Additional paid-in capital 9,203 8,880 Retained earnings 20,909 21,774 Accumulated other comprehensive loss ( 8,110 ) ( 7,681 ) Treasury stock at cost (2024: 80,859,145 shares; 2023: 76,302,081 shares) ( 4,655 ) ( 4,374 ) Dow Inc.’s stockholders’ equity 17,355 18,607 Noncontrolling interests 496 501 Total equity 17,851 19,108 Total Liabilities and Equity $ 57,312 $ 57,967 See Notes to the Consolidated Financial Statements. 68 Table of Contents Dow Inc. and Subsidiaries Consolidated Statements of Cash Flows (In millions) For the years ended Dec 31, 2024 2023 2022 Operating Activities Net income $ 1,201 $ 660 $ 4,640 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,894 2,611 2,758 Provision (credit) for deferred income tax 135 ( 1,222 ) 79 Earnings of nonconsolidated affiliates less than dividends received 348 387 696 Net periodic pension benefit cost (credit) ( 210 ) 548 23 Pension contributions ( 121 ) ( 142 ) ( 235 ) Net gain on sales of assets, businesses and investments ( 65 ) ( 70 ) ( 19 ) Restructuring and asset related charges - net 103 528 118 Other net loss 239 796 212 Changes in assets and liabilities, net of effects of acquired and divested companies: Accounts and notes receivable ( 224 ) 1,161 1,187 Inventories ( 529 ) 844 347 Accounts payable 278 ( 734 ) ( 1,255 ) Other assets and liabilities, net ( 1,146 ) ( 203 ) ( 1,065 ) Cash provided by operating activities - continuing operations 2,903 5,164 7,486 Cash provided by (used for) operating activities - discontinued operations 11 32 ( 11 ) Cash provided by operating activities 2,914 5,196 7,475 Investing Activities Capital expenditures ( 2,940 ) ( 2,356 ) ( 1,823 ) Investment in gas field developments ( 203 ) ( 215 ) ( 190 ) Purchases of previously leased assets — ( 7 ) ( 7 ) Proceeds from sales of property, businesses and consolidated companies, net of cash divested 234 95 32 Acquisitions of property and businesses, net of cash acquired ( 125 ) ( 114 ) ( 228 ) Investments in and loans to nonconsolidated affiliates ( 28 ) ( 5 ) ( 148 ) Distributions and loan repayments from nonconsolidated affiliates — 2 52 Proceeds from sales of ownership interests in nonconsolidated affiliates — 63 11 Purchases of investments ( 1,809 ) ( 2,288 ) ( 1,366 ) Proceeds from sales and maturities of investments 2,536 1,958 747 Other investing activities, net ( 33 ) ( 61 ) ( 50 ) Cash used for investing activities ( 2,368 ) ( 2,928 ) ( 2,970 ) Financing Activities Changes in short-term notes payable ( 61 ) ( 249 ) 253 Proceeds from issuance of short-term debt greater than three months 143 — — Payments on short-term debt greater than three months ( 17 ) — ( 14 ) Proceeds from issuance of long-term debt 1,467 104 1,667 Payments on long-term debt ( 267 ) ( 446 ) ( 1,006 ) Collections on securitization programs, net of remittances ( 9 ) 18 — Purchases of treasury stock ( 494 ) ( 625 ) ( 2,325 ) Proceeds from issuance of stock 166 188 212 Transaction financing, debt issuance and other costs ( 14 ) ( 2 ) ( 24 ) Employee taxes paid for share-based payment arrangements ( 39 ) ( 42 ) ( 35 ) Distributions to noncontrolling interests ( 77 ) ( 89 ) ( 83 ) Dividends paid to stockholders ( 1,966 ) ( 1,972 ) ( 2,006 ) Cash used for financing activities ( 1,168 ) ( 3,115 ) ( 3,361 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 163 ) ( 45 ) ( 237 ) Summary Increase (decrease) in cash, cash equivalents and restricted cash ( 785 ) ( 892 ) 907 Cash, cash equivalents and restricted cash at beginning of year 3,048 3,940 3,033 Cash, cash equivalents and restricted cash at end of year $ 2,263 $ 3,048 $ 3,940 Less: Restricted cash and cash equivalents, included in "Other current assets" 74 61 54 Cash and cash equivalents at end of year $ 2,189 $ 2,987 $ 3,886 See Notes to the Consolidated Financial Statements. 69 Table of Contents Dow Inc. and Subsidiaries Consolidated Statements of Equity (In millions, except per share amounts) For the years ended Dec 31, 2024 2023 2022 Common Stock Balance at beginning and end of year $ 8 $ 8 $ 8 Additional Paid-in Capital Balance at beginning of year 8,880 8,540 8,151 Common stock issued / sold 166 188 212 Stock-based compensation and allocation of ESOP shares 370 276 258 Treasury stock issuances - compensation and benefit plans ( 213 ) ( 124 ) ( 79 ) Other — — ( 2 ) Balance at end of year 9,203 8,880 8,540 Retained Earnings Balance at beginning of year 21,774 23,180 20,623 Net income available for Dow Inc.'s common stockholders 1,116 589 4,582 Dividends to stockholders ( 1,966 ) ( 1,972 ) ( 2,006 ) Common control transaction 10 — — Other ( 25 ) ( 23 ) ( 19 ) Balance at end of year 20,909 21,774 23,180 Accumulated Other Comprehensive Loss Balance at beginning of year ( 7,681 ) ( 7,139 ) ( 8,977 ) Other comprehensive income (loss) ( 429 ) ( 542 ) 1,838 Balance at end of year ( 8,110 ) ( 7,681 ) ( 7,139 ) Unearned ESOP Shares Balance at beginning of year — — ( 15 ) Allocation of ESOP shares — — 15 Balance at end of year — — — Treasury Stock Balance at beginning of year ( 4,374 ) ( 3,871 ) ( 1,625 ) Treasury stock purchases ( 494 ) ( 627 ) ( 2,325 ) Treasury stock issuances - compensation and benefit plans 213 124 79 Balance at end of year ( 4,655 ) ( 4,374 ) ( 3,871 ) Dow Inc.'s stockholders' equity 17,355 18,607 20,718 Noncontrolling Interests 496 501 529 Total Equity $ 17,851 $ 19,108 $ 21,247 Dividends declared per share of common stock $ 2.80 $ 2.80 $ 2.80 See Notes to the Consolidated Financial Statements. 70 Table of Contents The Dow Chemical Company and Subsidiaries Consolidated Statements of Income (In millions) For the years ended Dec 31, 2024 2023 2022 Net sales $ 42,964 $ 44,622 $ 56,902 Cost of sales 38,346 39,738 48,332 Research and development expenses 810 829 851 Selling, general and administrative expenses 1,581 1,627 1,675 Amortization of intangibles 310 324 336 Restructuring and asset related charges - net 103 528 118 Equity in earnings (losses) of nonconsolidated affiliates ( 6 ) ( 119 ) 268 Sundry income (expense) - net 404 ( 327 ) 714 Interest income 210 239 181 Interest expense and amortization of debt discount 811 746 662 Income before income taxes 1,611 623 6,091 Provision (credit) for income taxes 399 ( 4 ) 1,450 Net income 1,212 627 4,641 Net income attributable to noncontrolling interests 85 71 58 Net income available for The Dow Chemical Company common stockholder $ 1,127 $ 556 $ 4,583 See Notes to the Consolidated Financial Statements. 71 Table of Contents The Dow Chemical Company and Subsidiaries Consolidated Statements of Comprehensive Income (In millions) For the years ended Dec 31, 2024 2023 2022 Net income $ 1,212 $ 627 $ 4,641 Other comprehensive income (loss), net of tax Unrealized gains (losses) on investments 10 — ( 312 ) Cumulative translation adjustments ( 172 ) 43 ( 579 ) Pension and other postretirement benefit plans ( 234 ) ( 609 ) 2,457 Derivative instruments ( 33 ) 24 272 Total other comprehensive income (loss) ( 429 ) ( 542 ) 1,838 Comprehensive income 783 85 6,479 Comprehensive income attributable to noncontrolling interests, net of tax 85 71 58 Comprehensive income attributable to The Dow Chemical Company $ 698 $ 14 $ 6,421 See Notes to the Consolidated Financial Statements. 72 Table of Contents The Dow Chemical Company and Subsidiaries Consolidated Balance Sheets (In millions, except share amounts) At Dec 31, 2024 2023 Assets Current Assets Cash and cash equivalents $ 2,189 $ 2,987 Accounts and notes receivable: Trade (net of allowance for doubtful receivables - 2024: $ 95 ; 2023: $ 81 ) 4,756 4,718 Other 2,116 1,997 Inventories 6,544 6,076 Other current assets 960 1,898 Total current assets 16,565 17,676 Investments Investment in nonconsolidated affiliates 1,266 1,267 Other investments (investments carried at fair value - 2024: $ 2,047 ; 2023: $ 1,877 ) 3,033 2,740 Noncurrent receivables 374 424 Total investments 4,673 4,431 Property Property 62,121 60,203 Less: Accumulated depreciation 40,117 39,137 Net property 22,004 21,066 Other Assets Goodwill 8,565 8,641 Other intangible assets (net of accumulated amortization - 2024: $ 5,394 ; 2023: $ 5,374 ) 1,721 2,072 Operating lease right-of-use assets 1,268 1,320 Deferred income tax assets 1,257 1,486 Deferred charges and other assets 1,228 1,323 Total other assets 14,039 14,842 Total Assets $ 57,281 $ 58,015 Liabilities and Equity Current Liabilities Notes payable $ 135 $ 62 Long-term debt due within one year 497 117 Accounts payable: Trade 4,847 4,529 Other 1,732 1,818 Operating lease liabilities - current 318 329 Income taxes payable 276 419 Accrued and other current liabilities 2,405 2,575 Total current liabilities 10,210 9,849 Long-Term Debt 15,711 14,907 Other Noncurrent Liabilities Deferred income tax liabilities 392 399 Pension and other postretirement benefits - noncurrent 4,736 4,932 Asbestos-related liabilities - noncurrent 713 788 Operating lease liabilities - noncurrent 984 1,032 Other noncurrent obligations 6,503 6,702 Total other noncurrent liabilities 13,328 13,853 Stockholder's Equity Common stock (authorized and issued 100 shares of $ 0.01 par value each) — — Additional paid-in capital 9,626 9,091 Retained earnings 16,020 17,495 Accumulated other comprehensive loss ( 8,110 ) ( 7,681 ) The Dow Chemical Company’s stockholder's equity 17,536 18,905 Noncontrolling interests 496 501 Total equity 18,032 19,406 Total Liabilities and Equity $ 57,281 $ 58,015 See Notes to the Consolidated Financial Statements. 73 Table of Contents The Dow Chemical Company and Subsidiaries Consolidated Statements of Cash Flows (In millions) For the years ended Dec 31, 2024 2023 2022 Operating Activities Net income $ 1,212 $ 627 $ 4,641 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,894 2,611 2,758 Provision (credit) for deferred income tax 135 ( 1,222 ) 80 Earnings of nonconsolidated affiliates less than (in excess of) dividends received 348 387 696 Net periodic pension benefit cost (credit) ( 210 ) 548 23 Pension contributions ( 121 ) ( 142 ) ( 235 ) Net gain on sales of assets, businesses and investments ( 65 ) ( 70 ) ( 19 ) Restructuring and asset related charges - net 103 528 118 Other net loss 252 797 221 Changes in assets and liabilities, net of effects of acquired and divested companies: Accounts and notes receivable ( 224 ) 1,161 1,187 Inventories ( 529 ) 844 347 Accounts payable 278 ( 734 ) ( 1,255 ) Other assets and liabilities, net ( 1,134 ) ( 226 ) ( 1,043 ) Cash provided by operating activities 2,939 5,109 7,519 Investing Activities Capital expenditures ( 2,940 ) ( 2,356 ) ( 1,823 ) Investment in gas field developments ( 203 ) ( 215 ) ( 190 ) Purchases of previously leased assets — ( 7 ) ( 7 ) Proceeds from sales of property, businesses and consolidated companies, net of cash divested 234 95 32 Acquisitions of property and businesses, net of cash acquired ( 125 ) ( 114 ) ( 228 ) Investments in and loans to nonconsolidated affiliates ( 28 ) ( 5 ) ( 148 ) Distributions and loan repayments from nonconsolidated affiliates — 2 52 Proceeds from sales of ownership interests in nonconsolidated affiliates — 63 11 Purchases of investments ( 1,809 ) ( 2,288 ) ( 1,366 ) Proceeds from sales and maturities of investments 2,536 1,958 747 Other investing activities, net ( 33 ) ( 61 ) ( 50 ) Cash used for investing activities ( 2,368 ) ( 2,928 ) ( 2,970 ) Financing Activities Changes in short-term notes payable ( 61 ) ( 249 ) 253 Proceeds from issuance of short-term debt greater than three months 143 — — Payments on short-term debt greater than three months ( 17 ) — ( 14 ) Proceeds from issuance of long-term debt 1,467 104 1,667 Payments on long-term debt ( 267 ) ( 446 ) ( 1,006 ) Collections on securitization programs, net of remittances ( 9 ) 18 — Proceeds from issuance of stock 166 188 212 Transaction financing, debt issuance and other costs ( 14 ) ( 2 ) ( 24 ) Employee taxes paid for share-based payment arrangements ( 39 ) ( 42 ) ( 35 ) Distributions to noncontrolling interests ( 77 ) ( 89 ) ( 83 ) Dividends paid to Dow Inc. ( 2,485 ) ( 2,510 ) ( 4,375 ) Cash used for financing activities ( 1,193 ) ( 3,028 ) ( 3,405 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 163 ) ( 45 ) ( 237 ) Summary Increase (decrease) in cash, cash equivalents and restricted cash ( 785 ) ( 892 ) 907 Cash, cash equivalents and restricted cash at beginning of year 3,048 3,940 3,033 Cash, cash equivalents and restricted cash at end of year $ 2,263 $ 3,048 $ 3,940 Less: Restricted cash and cash equivalents, included in "Other current assets" 74 61 54 Cash and cash equivalents at end of year $ 2,189 $ 2,987 $ 3,886 See Notes to the Consolidated Financial Statements. 74 Table of Contents The Dow Chemical Company and Subsidiaries Consolidated Statements of Equity (In millions, except per share amounts) For the years ended Dec 31, 2024 2023 2022 Common Stock Balance at beginning and end of year $ — $ — $ — Additional Paid-in Capital Balance at beginning of year 9,091 8,627 8,159 Issuance of parent company stock - Dow Inc. 166 188 212 Stock-based compensation and allocation of ESOP shares 370 276 258 Other ( 1 ) — ( 2 ) Balance at end of year 9,626 9,091 8,627 Retained Earnings Balance at beginning of year 17,495 19,472 19,288 Net income available for The Dow Chemical Company's common stockholder 1,127 556 4,583 Dividends to Dow Inc. ( 2,578 ) ( 2,510 ) ( 4,375 ) Other ( 24 ) ( 23 ) ( 24 ) Balance at end of year 16,020 17,495 19,472 Accumulated Other Comprehensive Loss Balance at beginning of year ( 7,681 ) ( 7,139 ) ( 8,977 ) Other comprehensive income (loss) ( 429 ) ( 542 ) 1,838 Balance at end of year ( 8,110 ) ( 7,681 ) ( 7,139 ) Unearned ESOP Shares Balance at beginning of year — — ( 15 ) Allocation of ESOP shares — — 15 Balance at end of year — — — The Dow Chemical Company's stockholder's equity 17,536 18,905 20,960 Noncontrolling Interests 496 501 529 Total Equity $ 18,032 $ 19,406 $ 21,489 See Notes to the Consolidated Financial Statements. 75 Table of Contents Dow Inc. and Subsidiaries The Dow Chemical Company and Subsidiaries Notes to the Consolidated Financial Statements Table of Contents Note Page 1 Summary of Significant Accounting Policies 76 2 Recent Accounting Guidance 81 3 Revenue 82 4 Acquisitions and Divestitures 84 5 Restructuring and A sset Related Charges - Net 85 6 Supplementary Information 87 7 Income Taxes 89 8 Earnings Per Share Calculations 91 9 Inventories 92 10 Property 92 11 Nonconsolidated Affiliates 93 12 Goodwill and Other Intangible Assets 95 13 Transfers of Financial Assets 97 14 Notes Payable, Long-Term Debt and Available Credit Facilities 98 15 Commitments and Contingencies 101 16 Leases 107 17 Stockholders' Equity 110 18 Noncontrolling Interests 113 19 Pension Plans and Other Postretirement Benefits 113 20 Stock-Based Compensation 121 21 Financial Instruments 125 22 Fair Value Measurements 131 23 Variable Interest Entities 134 24 Related Party Transactions 135 25 Segments and Geographic Regions 135 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements of Dow Inc. and TDCC were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which Dow exercises control and, when applicable, entities for which Dow has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. Investments in nonconsolidated affiliates (20-50 percent owned companies or less than 20 percent owned companies over which significant influence is exercised) are primarily accounted for using the equity method. Dow Inc. owns all of the outstanding common shares of TDCC. 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 Annual Report on Form 10-K. 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. See Note 24 for additional information. 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. See Note 25 for additional information. 76 Table of Contents 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. Use of Estimates in Financial Statement Preparation The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s consolidated financial statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates. Significant Accounting Policies Asbestos-Related Matters Accruals for asbestos-related matters, including defense and processing costs, are recorded based on an analysis of claim and resolution activity, defense spending, and pending and future claims. These accruals are assessed at each balance sheet date to determine if the asbestos-related liability remains appropriate. Accruals for asbestos-related matters are included in the consolidated balance sheets in “Accrued and other current liabilities” and “Asbestos-related liabilities - noncurrent.” See Note 15 for additional information. Legal Costs The Company expenses legal costs as incurred, with the exception of defense and processing costs associated with asbestos-related matters. Foreign Currency Translation The local currency has been primarily used as the functional currency throughout the world. Translation gains and losses of those operations that use local currency as the functional currency are included in the consolidated balance sheets in "Accumulated other comprehensive loss" ("AOCL"). For certain subsidiaries, the U.S. dollar is used as the functional currency. This occurs when the subsidiary operates in an economic environment where the products produced and sold are tied to U.S. dollar-denominated markets, or when the foreign subsidiary operates in a hyper-inflationary environment. Where the U.S. dollar is used as the functional currency, foreign currency translation gains and losses are reflected in income. Environmental Matters Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the consolidated balance sheets in “Accrued and other current liabilities” and “Other noncurrent obligations” at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the consolidated balance sheets in “Accounts and notes receivable - Other” or "Noncurrent receivables." Environmental costs are capitalized if the costs extend the life of the property, increase its capacity and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable. Cash and Cash Equivalents Cash and cash equivalents include time deposits and investments with maturities of three months or less at the time of purchase. Financial Instruments The Company calculates the fair value of financial instruments using quoted market prices when available. When quoted market prices are not available for financial instruments, the Company uses standard pricing models with market-based inputs that take into account the present value of estimated future cash flows. The Company utilizes derivatives to manage exposures to foreign currency exchange rates, commodity prices and interest rate risk. The fair values of all derivatives are recognized as assets or liabilities at the balance sheet date. 77 Table of Contents Changes in the fair values of these instruments are reported in income or AOCL, depending on the use of the derivative and whether the Company has elected hedge accounting treatment. Gains and losses on derivatives that are designated and qualify as cash flow hedging instruments are recorded in AOCL until the underlying transactions are recognized in income. Gains and losses on derivative and non-derivative instruments used as hedges of the Company’s net investment in foreign operations are recorded in AOCL as part of the cumulative translation adjustment. Gains and losses on derivatives designated and qualifying as fair value hedging instruments, as well as the offsetting losses and gains on the hedged items, are reported in income in the same accounting period. Derivatives not designated as hedging instruments are marked-to-market at the end of each accounting period with the results included in income. Accounts Receivable Programs The Company maintains accounts receivable securitization and discounting facilities with various financial institutions, which allow for the sale of eligible trade accounts receivable at any point in time. The securitized accounts receivable are isolated in wholly owned special purpose entities and support the securities issued by those entities. The Company derecognizes the eligible trade receivables upon sale and retains no interest in the sold trade receivables. The Company continues to service the trade receivables and remit payments received from customers to the financial institutions. Amounts collected from customers but not yet remitted to the applicable financial institution are included in “Accrued and other current liabilities” in the consolidated balance sheets. When previously sold trade receivables are repurchased, they are included in “Accounts and notes receivable – Other” in the consolidated balance sheets. See Note 13 for additional information. Inventories Inventories are stated at the lower of cost or net realizable value. The method of determining cost for each subsidiary varies among last-in, first-out (“LIFO”); first-in, first-out (“FIFO”); and average cost, and is used consistently from year to year. See Note 9 for additional information. The Company routinely utilizes exchange, swap and tolling arrangements with other companies for raw materials and finished goods to increase sourcing options, shorten delivery times, and reduce freight and other transportation costs. These transactions are treated as non-monetary exchanges and are valued at cost. Property Land, buildings and equipment are carried at cost less accumulated depreciation or amortization. Property under finance lease agreements is carried at the present value of lease payments over the lease term less accumulated amortization. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are disposed. In the case of disposals, assets and related accumulated depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in income. Impairment and Disposal of Long-Lived Assets The Company evaluates long-lived assets (property, finite-lived intangible assets and lease right-of-use assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When undiscounted future cash flows are not expected to be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value based on bids received from third parties or a discounted cash flow analysis based on market participant assumptions. Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation/amortization is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of and reported at the lower of carrying amount or fair value, and depreciation/amortization is recognized over the remaining useful life of the assets. Goodwill and Other Intangible Assets The Company records goodwill when the purchase price of a business combination exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for 78 Table of Contents impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than its carrying value, additional quantitative testing is performed. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, an impairment charge is recognized based on the difference between the reporting unit's carrying value and its fair value. The Company primarily utilizes a discounted cash flow methodology to calculate the fair value of its reporting units. Finite-lived intangible assets such as developed technology, customer-related assets, trademarks, tradenames and software, are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from 3 to 20 years. Asset Retirement Obligations The Company records asset retirement obligations as incurred and reasonably estimable, including obligations for which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. The fair values of obligations are recorded as liabilities on a discounted basis and are accreted over time for the change in present value. Costs associated with the liabilities are capitalized and amortized over the estimated remaining useful life of the assets. Investments Investments in debt securities, primarily held by the Company's insurance operations, are classified as trading, available-for-sale or held-to-maturity. Investments classified as trading are reported at fair value with unrealized gains and losses related to mark-to-market adjustments included in income. Those classified as available-for-sale are reported at fair value with unrealized gains and losses recorded in AOCL. Those classified as held-to-maturity are recorded at amortized cost. The cost of investments sold is determined by FIFO or specific identification. Investments in equity securities with a readily determinable fair value are reported at fair value with unrealized gains and losses related to mark-to-market adjustments included in income. Equity securities without a readily determinable fair value are accounted for at cost, adjusted for impairments and observable price changes in orderly transactions. The Company routinely reviews its investments for declines in fair value below the cost basis. When events or changes in circumstances indicate the carrying value of an asset may not be recoverable, the security is written down, establishing a new cost basis. Leases The Company determines whether a contract contains a lease at contract inception. A contract contains a lease if there is an identified asset and the Company has the right to control the asset. Operating lease right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate in determining the present value of lease payments, unless the implicit rate is readily determinable. If lease terms include options to extend or terminate the lease, the ROU asset and lease liability are measured based on the reasonably certain decision. Leases with a term of 12 months or less at the commencement date are not recognized on the balance sheet and are expensed as incurred. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for nearly all classes of leased assets for which the Company is the lessee. Additionally, for certain equipment leases, the portfolio approach is applied to account for the operating lease ROU assets and lease liabilities. In the consolidated statements of income, lease expense for operating lease payments is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term. Some leasing arrangements require variable payments that are dependent upon usage or output, or may vary for other reasons, such as insurance or tax payments. Variable lease payments are recognized as incurred and are not presented as part of the ROU asset or lease liability. See Note 16 for additional information. 79 Table of Contents Revenue The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 3 for additional information. Revenue related to the Company's insurance operations includes third-party insurance premiums, which are earned over the terms of the related insurance policies and reinsurance contracts. Severance Costs The Company routinely reviews its operations around the world in an effort to ensure competitiveness across its businesses and geographic regions. When the reviews result in a workforce reduction related to the shutdown of facilities or other optimization activities, severance benefits are provided to employees primarily under the Company’s ongoing benefit arrangements. These severance costs are accrued once management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated. Government Assistance The Company receives grants, subsidies and incentives (collectively "incentives") from governments in various jurisdictions in support of its operations and capital projects. The incentives are recorded when it is probable that the Company will comply with the terms and conditions attached to the incentives and that the incentives will be received. Incentives are recognized on a systematic basis over the periods in which the related cost or expenditures occur and are included in the Company's financial statements as reductions of "Cost of sales" or "Research and development expenses" in the Company’s consolidated statements of income or as a reduction of "Property" in the consolidated balance sheets. In 2024, the Company received $ 272 million of government incentives ($ 183 million in 2023 and $ 260 million in 2022) primarily related to the cost of energy used in the Company’s production processes. These incentives, from various governments, are typically based on level of energy consumption and are recorded as a reduction to "Cost of sales" in the consolidated statements of income and as "Accounts and notes receivable - Other" until received or as a reduction to "Accounts payable - Trade" in the consolidated balance sheets. In 2024, the Company recognized $ 56 million in government incentives ( zero in 2023 and 2022) related to the construction of certain energy assets in the United States. These incentives are recorded as a reduction of “Property” in the consolidated balance sheets and will lower depreciation expense over the useful lives of the related energy assets through a reduction to “Cost of sales” in the consolidated statements of income. Other forms of government assistance received by the Company in 2024, 2023 and 2022 were not material. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date. The Company uses the portfolio approach for releasing income tax effects from AOCL. The Company recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company accrues for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. The current portion of uncertain income tax positions is included in “Income taxes payable” and the long-term portion is included in “Other noncurrent obligations” in the consolidated balance sheets. Provision is made for taxes on undistributed earnings of foreign subsidiaries and related companies to the extent that such earnings are not deemed to be permanently invested. 80 Table of Contents Earnings per Common Share The calculation of earnings per common share is based on the weighted-average number of the Company's common shares outstanding for the applicable period. The calculation of diluted earnings per common share reflects the effect of all potential common shares that were outstanding during the respective periods, unless the effect of doing so is antidilutive. TDCC Dividends TDCC is a wholly owned subsidiary of Dow Inc. and TDCC's Board of Directors determines whether or not there will be a dividend distribution to Dow Inc. See Notes 17 and 24 for additional information. 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. In the fourth quarter of 2024, the Company adopted the annual and interim disclosure requirements of ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments expand a public business entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the 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. See Note 25 for applicable reportable segment disclosures required by this guidance. Accounting Guidance Issued But Not Adopted at December 31, 2024 In December 2023, the Financial Accounting Standards Board ("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 business entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public business 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. In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," which is intended to improve disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity's performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. 81 Table of Contents SEC Final Rules Not Adopted at December 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. NOTE 3 – REVENUE The majority of the Company's revenue is derived from product sales. In 2024, 98 percent of the Company's revenue related to product sales ( 98 percent in 2023 and 99 percent in 2022). The remaining sales were primarily related to the Company's insurance operations and licensing of patents and technologies. Disaggregation of Revenue Dow 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 2024 2023 2022 In millions Hydrocarbons & Energy $ 5,759 $ 6,566 $ 9,414 Packaging and Specialty Plastics 16,017 16,583 19,846 Packaging & Specialty Plastics $ 21,776 $ 23,149 $ 29,260 Industrial Solutions $ 4,179 $ 4,207 $ 5,682 Polyurethanes & Construction Chemicals 7,675 8,316 10,907 Others 15 15 17 Industrial Intermediates & Infrastructure $ 11,869 $ 12,538 $ 16,606 Coatings & Performance Monomers $ 3,492 $ 3,337 $ 4,051 Consumer Solutions 5,082 5,160 6,713 Performance Materials & Coatings $ 8,574 $ 8,497 $ 10,764 Corporate $ 745 $ 438 $ 272 Total $ 42,964 $ 44,622 $ 56,902 Net Trade Sales by Geographic Region 2024 2023 2022 In millions U.S. & Canada $ 16,423 $ 16,640 $ 20,945 EMEAI 1 13,958 14,537 19,631 Asia Pacific 7,707 8,266 10,344 Latin America 4,876 5,179 5,982 Total $ 42,964 $ 44,622 $ 56,902 1. Europe, Middle East, Africa and India. 82 Table of Contents Product Sales 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. Product sale contracts are generally short-term contracts where the time between order confirmation and satisfaction of all performance obligations is less than one year. However, the Company has some long-term contracts which can span multiple years. Revenues from product sales are recognized when the customer obtains control of the product, which occurs at a point in time, usually upon shipment, with payment terms typically in the range of 30 to 60 days after invoicing, depending on business and geographic region. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company elected to use the practical expedient to expense cash and non-cash sales incentives, as the amortization period for the costs to obtain the contract would have been one year or less. Certain long-term contracts include a series of distinct goods that are delivered continuously to the customer through a pipeline (e.g., feedstocks). For these types of product sales, the Company invoices the customer in an amount that directly corresponds with the value to the customer of the Company’s performance to date. As a result, the Company recognizes revenue based on the amount billable to the customer in accordance with the right to invoice practical expedient. The transaction price includes estimates for reductions in revenue from customer rebates and right of returns on product sales. These amounts are estimated based upon the most likely amount of consideration to which the customer will be entitled. All estimates are based on historical experience, anticipated performance and the Company’s best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur. All estimates for variable consideration are reassessed periodically. The Company elected the practical expedient to not adjust the amount of consideration for the effects of a significant financing component for all instances in which the period between payment and transfer of the goods will be one year or less. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price. The standalone selling price is the observable price which depicts the price as if sold to a similar customer in similar circumstances. Patents, Trademarks and Licenses The Company enters into licensing arrangements in which it licenses certain rights of its patents and technology to customers. Revenue from the majority of the Company’s licenses for patents and technology is derived from sales-based royalties. The Company estimates the amount of sales-based royalties it expects to be entitled to based on historical sales to the customer. For the remaining revenue from licensing arrangements, payments are typically received from the Company's licensees based on billing schedules established in each contract. Revenue is recognized when the performance obligation is satisfied. Remaining Performance Obligations Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. At December 31, 2024, the Company had unfulfilled performance obligations of $ 759 million ($ 744 million at December 31, 2023) related to the licensing of technology and expects revenue to be recognized for the remaining performance obligations over the next five 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 19 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. 83 Table of Contents 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 2024 from amounts included in contract liabilities at the beginning of the period was approximately $ 190 million (approximately $ 315 million in 2023 and $ 250 million in 2022). In 2024, the amount of contract assets reclassified to receivables as a result of the right to the transaction consideration becoming unconditional was insignificant (approximately $ 45 million in 2023). The Company did not recognize any asset impairment charges related to contract assets in 2024 (no impairment charges in 2023 and immaterial in 2022). The following table summarizes contract assets and liabilities at December 31, 2024 and 2023: Contract Assets and Liabilities at Dec 31 Balance Sheet Classification 2024 2023 In millions Accounts and notes receivable - trade Accounts and notes receivable - trade $ 4,756 $ 4,718 Contract assets - current Other current assets $ — $ 13 Contract assets - noncurrent Deferred charges and other assets $ 2 $ 4 Contract liabilities - current 1 Accrued and other current liabilities $ 244 $ 195 Contract liabilities - noncurrent 2 Other noncurrent obligations $ 1,480 $ 1,642 1. The increase from December 31, 2023 to December 31, 2024 was primarily due to the reclassification of deferred royalty payments from noncurrent to current, partially offset by recognition of deferred royalty payments. 2. The decrease from December 31, 2023 to December 31, 2024 was primarily due to recognition of revenue on long-term product supply agreements and the reclassification of deferred royalty payments from noncurrent to current, partially offset by deferred royalty payments. NOTE 4 – ACQUISITIONS AND DIVESTITURES Divestiture of the Flexible Packaging Laminating Adhesives Business On December 2, 2024, the Company sold its flexible packaging laminating adhesives business, within Packaging & Specialty Plastics, to Arkema S.A. for cash proceeds of $ 115 million, net of working capital adjustments, costs to sell and other transaction expenses and subject to customary post-closing adjustments. The divestiture included five manufacturing sites in the United States, Italy and Mexico as well as the associated inventory, customer contracts and lists, process technology and certain intellectual property. Divested assets included inventory of $ 51 million, property with a net book value of $ 51 million, and goodwill of $ 16 million. The Company recognized a pretax gain of $ 1 million in the fourth quarter of 2024, included in "Sundry income (expense) - net" in the consolidated statements of income. Additionally, the Company recognized impairment charges related to write-downs of certain manufacturing assets included in this divestiture. See Notes 5 and 22 for additional information. The Company evaluated the divestiture of its flexible packaging laminating adhesives business and determined it did not represent a strategic shift that had a major effect on the Company’s operations and financial results and did not qualify as an individually significant component of the Company. As a result, the divestiture is not reported as discontinued operations. Acquisition of North American Polyethylene Recycler On August 1, 2024, the Company acquired Circulus Holdings, LLC, a U.S. mechanical recycling company that converts plastic waste into post-consumer resin, for a cash purchase of approximately $ 130 million. The acquisition includes two facilities in the United States with a total recycling capacity of 50,000 metric tons per year and supports Dow's efforts to transform plastic waste and other forms of alternative feedstocks into 3 million metric tons of circular and renewable solutions annually by 2030. The assets acquired and liabilities assumed as part of the acquisition were recorded at their estimated fair value as of the acquisition date and consisted primarily of property of $ 74 million and intangible assets, primarily technology and know-how, of $ 22 million, with the excess of purchase price over the fair value of net assets acquired of $ 37 million allocated to goodwill. 84 Table of Contents NOTE 5 – RESTRUCTURING AND ASSET RELATED CHARGES - NET The "Restructuring and asset related charges - net" line in the consolidated statements of income is used to record charges for restructuring programs and other asset related charges, which includes other asset impairments. Restructuring Programs 2023 Restructuring Program On January 25, 2023, the 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 the first quarter of 2025. As a result of these actions the Company recorded pretax restructuring charges of $ 541 million in the first quarter of 2023, additional pretax restructuring charges of $ 8 million in the second quarter of 2023, and a $ 14 million net credit adjustment in the fourth quarter of 2023. 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. In the third quarter of 2024, the Company recorded additional pretax restructuring charges of $ 7 million for asset write-downs and write-offs related to the shutdown of certain silicones assets within the Performance Materials & Coatings segment. The impacted facilities are expected to be shutdown by the end of 2025. Additionally, the Company recorded a pretax restructuring charge of $ 16 million for severance and related benefit costs and a pretax restructuring charge of $ 1 million for additional asset write-downs and write-offs, related to Corporate. In the fourth quarter of 2024, the Company recorded a pretax restructuring charge of $ 25 million for severance and related benefit costs and a pretax restructuring charge of $ 9 million for costs associated with exit and disposal activities, related to Corporate. 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 Costs Associated with Exit and Disposal Activities Total In millions Packaging & Specialty Plastics $ — $ 1 $ — $ 1 Industrial Intermediates & Infrastructure — 50 — 50 Performance Materials & Coatings — 49 — 49 Corporate 344 91 — 435 Total restructuring charges $ 344 $ 191 $ — $ 535 Charges against the reserve — ( 191 ) — ( 191 ) Cash payments ( 222 ) — — ( 222 ) Reserve balance at Dec 31, 2023 $ 122 $ — $ — $ 122 Packaging & Specialty Plastics $ — $ — $ — $ — Industrial Intermediates & Infrastructure — 8 — 8 Performance Materials & Coatings — 7 — 7 Corporate 41 1 9 51 Total restructuring charges $ 41 $ 16 $ 9 $ 66 Charges against the reserve — ( 16 ) ( 9 ) ( 25 ) Cash payments ( 103 ) — — ( 103 ) Reserve balance at Dec 31, 2024 $ 60 $ — $ — $ 60 At December 31, 2024, $ 60 million of the reserve balance was included in "Accrued and other current liabilities" ($ 101 million at December 31, 2023) and zero was included in "Other noncurrent obligations" ($ 21 million at December 31, 2023) in the consolidated balance sheets. The Company recorded pretax restructuring charges of $ 601 million inception-to-date under the 2023 Restructuring Program, consisting of severance and related benefit costs of $ 385 million, asset write-downs and write-offs of $ 207 million, and costs associated with exit and disposal activities of $ 9 million. 85 Table of Contents Severance and Related Benefit Costs Severance benefits are provided to employees primarily under Dow's ongoing benefit arrangements and are accrued against the Corporate segment once management commits to a plan of termination. The 2023 Restructuring Program included a charge for severance and related benefit costs of $ 385 million for a global workforce reduction of approximately 2,000 employees. The majority of separations occurred by the end of the second quarter of 2023 with the remaining occurring primarily through the first quarter of 2025. Asset Write-downs and Write-offs The 2023 Restructuring Program included charges related to the write-down and write-off of assets totaling $ 207 million. Details regarding the asset write-downs and write-offs are as follows: • Industrial Intermediates & Infrastructure charges relate to the shutdown of certain polyurethanes assets and the write-off of other assets. The majority of the impacted facilities are expected to be shutdown by the end of 2025. • Performance Materials & Coatings recorded charges to rationalize its asset footprint by shutting down certain coatings assets. These facilities are expected to be shutdown by the end of 2025. • Corporate recorded charges related to the write-down of Company owned and leased, non-manufacturing facilities, primarily related to office space rationalization. Costs Associated with Exit and Disposal Activities The 2023 Restructuring program included a net pretax charge of $ 9 million for the net cost of benefit settlement, curtailment and special termination benefits related to participants of a pension plan in Europe that were impacted by the restructuring program, related to Corporate. 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 $ 40 million, primarily through the first quarter of 2025. Restructuring implementation and efficiency costs totaled $ 230 million in 2024 ($ 243 million in 2023). Asset Related Charges In 2024, the Company recognized pretax impairment charges of $ 37 million primarily related to write-downs of certain manufacturing assets in the United States and Italy included in the Company's planned divestiture of its flexible packaging laminating adhesives business. 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 Notes 4 and 22 for additional information. In 2023, the Company recorded pretax asset related credits of $ 7 million in Corporate related to a prior restructuring program. In 2022, the Company recorded pretax asset related charges of $ 118 million due to the Russia and Ukraine conflict and the expectation that certain assets would not be recoverable. These charges included the write-down of inventory, the recording of bad debt reserves and the impairment of other assets. Asset related charges by segment in 2022 were as follows: $ 8 million in Packaging & Specialty Plastics, $ 73 million in Industrial Intermediates & Infrastructure, $ 6 million in Performance Materials & Coatings and $ 31 million in Corporate. Subsequent Event 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. This program includes a workforce reduction of approximately 1,500 roles. The Company will record a charge in the first quarter of 2025 for costs associated severance and related benefit costs. In total, these costs are expected to be in the range of $ 250 million to $ 325 million and have future cash payments to be paid out primarily over the next two years. In addition, the Company will incur costs to implement these actions, which will be expensed as incurred and range from $ 20 million to $ 30 million over the life of the program. 86 Table of Contents NOTE 6 – SUPPLEMENTARY INFORMATION Dow Inc. Sundry Income (Expense) – Net 2024 2023 2022 In millions Non-operating pension and other postretirement benefit plan net (cost) credits 1 $ 264 $ ( 264 ) $ 358 Foreign exchange losses 2 ( 45 ) ( 340 ) ( 117 ) Gain on sales of other assets and investments 3 60 80 78 Gain (loss) on early extinguishment of debt 4 5 5 ( 8 ) Indemnification and other transaction related costs 5 13 26 4 Asset impairments and related costs 6 18 ( 18 ) — Gain related to Nova legal matter 7 — 106 321 Dow Silicones breast implant liability adjustment — — 60 Other - net 100 125 31 Total sundry income (expense) – net $ 415 $ ( 280 ) $ 727 1. The year ended December 31, 2023, includes pretax pension settlement charges of $ 642 million related to the transfer of certain plan benefit obligations to insurance companies. See Note 19 for additional information about the Company's pension and other postretirement plans, including pension settlement charges. 2. Foreign exchange losses in 2024 relate primarily to exposures in the Argentine peso and Egyptian pound, while 2023 and 2022 relate primarily to exposures in the Argentine peso. In addition, 2023 includes a loss of $ 109 million related to the devaluation of the Argentine peso by the Argentina government in December 2023. 3. The year ended December 31, 2024, includes a gain of $ 25 million associated with a warehouse sale. The year ended December 31, 2023, includes gains associated with the sale of shares of a previously impaired equity method investment. 4. See Note 14 for additional information. 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. 6. The year ended December 31, 2024 and 2023, includes certain obligations and subsequent reversals associated with a previously impaired equity method investment. 7. See Note 15 for additional information. Sundry income (expense) - net for TDCC for the years ended December 31, 2024, 2023 and 2022, 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, Sundry income (expense) - net for TDCC 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 Dec 31, 2024 Dec 31, 2023 In millions Gross cash value $ 558 $ 623 Less: Existing drawdowns 1 — 97 Investments in company-owned life insurance 2 $ 558 $ 526 1. Classified as "Proceeds from sales and maturities of investments" in the consolidated statements of cash flows. 2. Classified as "Other investments" in the consolidated balance sheets. The Company has the ability to monetize its investment in its COLI policies as an additional source of liquidity. At December 31, 2024, the Company had no outstanding monetization of its existing COLI policies' surrender value ($ 97 million at December 31, 2023). 87 Table of Contents 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 December 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. The following table summarizes the activity of the SCF program for the years ended December 31, 2024 and 2023: Supplier Finance Program Activity 2024 2023 In millions Confirmed obligations outstanding at Jan 1 $ 285 $ 267 Invoices confirmed to financial intermediary 1,313 1,308 Confirmed invoices paid to financial intermediary ( 1,307 ) ( 1,290 ) Confirmed obligations outstanding at Dec 31 $ 291 $ 285 Accrued and Other Current Liabilities “Accrued and other current liabilities” were $ 2,521 million and $ 2,405 million at December 31, 2024 and $ 2,704 million and $ 2,575 million at December 31, 2023, for Dow Inc. and TDCC, respectively. No components of "Accrued and other current liabilities" were more than 5 percent of "Total current liabilities" at December 31, 2024. At December 31, 2023, accrued payroll, which is a component of "Accrued and other current liabilities" and includes liabilities related to payroll, performance-based compensation and severance, was $ 714 million. No other components of "Accrued and other current liabilities" were more than 5 percent of "Total current liabilities" at December 31, 2023. Supplemental Cash Flow Information The following table shows cash paid for interest and income taxes for the years ended December 31, 2024, 2023 and 2022: Supplemental Cash Flow Information 2024 2023 2022 In millions Cash paid during year for: Interest $ 887 $ 800 $ 675 Income taxes $ 827 $ 735 $ 793 88 Table of Contents NOTE 7 – INCOME TAXES The financial statements for Dow Inc. and TDCC are substantially similar, including the reporting of current and deferred tax expense (benefit), provision (credit) for income taxes, and deferred tax asset and liability balances. As a result, the following income tax discussion pertains to Dow Inc. only. Geographic Allocation of Income and Provision (Credit) for Income Taxes In millions 2024 2023 2022 Income (loss) before income taxes Domestic $ 492 $ ( 602 ) $ 2,383 Foreign 1,108 1,258 3,707 Income before income taxes $ 1,600 $ 656 $ 6,090 Current tax expense (benefit) Federal $ ( 137 ) $ 249 $ 434 State and local 12 18 82 Foreign 389 951 855 Total current tax expense $ 264 $ 1,218 $ 1,371 Deferred tax expense (benefit) Federal $ 218 $ ( 445 ) $ 63 State and local 51 3 1 Foreign ( 134 ) ( 780 ) 15 Total deferred tax expense (benefit) $ 135 $ ( 1,222 ) $ 79 Provision (credit) for income taxes $ 399 $ ( 4 ) $ 1,450 Net income $ 1,201 $ 660 $ 4,640 Reconciliation to U.S. Statutory Rate 2024 2023 1 2022 1 Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 % Equity earnings effect — 4.2 ( 1.2 ) Foreign income taxed at rates other than the statutory U.S. federal income tax rate 4.6 8.3 ( 1.4 ) U.S. tax effect of foreign earnings and dividends 3.9 ( 13.0 ) 1.2 Unrecognized tax benefits ( 10.2 ) 33.1 1.3 Changes in valuation allowances ( 4.4 ) 18.8 ( 2.8 ) Federal tax accrual adjustment ( 1.0 ) ( 21.2 ) 0.6 State and local income taxes 5.4 3.0 2.8 Change in tax basis in foreign assets 2 8.3 ( 54.9 ) — Foreign permanent items ( 5.7 ) ( 1.1 ) ( 0.6 ) Other - net 3.0 1.2 2.9 Effective tax rate 24.9 % ( 0.6 ) % 23.8 % 1. Certain prior year rates have been adjusted to conform with the current year presentation. 2. The 2023 impact primarily represents the initial recognition of tax basis in intangible assets in foreign jurisdictions and the related valuation allowance. 89 Table of Contents Deferred Tax Balances at Dec 31 2024 2023 In millions Assets Liabilities Assets Liabilities Property $ 178 $ 2,550 $ 404 $ 2,663 Tax loss and credit carryforwards 1,732 — 1,754 — Postretirement benefit obligations 949 187 983 196 Other accruals and reserves 1,881 572 1,923 521 Intangibles 1,972 261 2,090 331 Inventory 137 227 114 272 Investments 102 31 166 34 Other – net 586 96 733 115 Subtotal $ 7,537 $ 3,924 $ 8,167 $ 4,132 Valuation allowances ( 2,748 ) — ( 2,948 ) — Total $ 4,789 $ 3,924 $ 5,219 $ 4,132 Operating Loss and Tax Credit Carryforwards at Dec 31 2024 2023 In millions Assets Assets Operating loss carryforwards Expire within 5 years $ 390 $ 213 Expire after 5 years or indefinite expiration 567 727 Total operating loss carryforwards $ 957 $ 940 Tax credit carryforwards Expire within 5 years $ 121 $ 80 Expire after 5 years or indefinite expiration 244 317 Total tax credit carryforwards $ 365 $ 397 Capital loss carryforwards Expire within 5 years $ 410 $ 417 Total tax loss and tax credit carryforwards $ 1,732 $ 1,754 Undistributed earnings of foreign subsidiaries and related companies that are deemed to be permanently invested amounted to $ 7,125 million at December 31, 2024 and $ 7,148 million at December 31, 2023. Undistributed earnings are subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply. It is not practicable to calculate the unrecognized deferred tax liability on undistributed earnings. 90 Table of Contents The following table provides a reconciliation of the Company's unrecognized tax benefits: Total Gross Unrecognized Tax Benefits In millions 2024 2023 2022 Total unrecognized tax benefits at Jan 1 $ 513 $ 520 $ 580 Decreases related to positions taken on items from prior years ( 3 ) ( 58 ) ( 47 ) Increases related to positions taken on items from prior years — 89 53 Increases related to positions taken in the current year 47 77 46 Settlement of uncertain tax positions with tax authorities ( 118 ) ( 109 ) ( 111 ) Decreases due to expiration of statutes of limitations ( 12 ) ( 11 ) — Foreign exchange loss (gain) ( 5 ) 5 ( 1 ) Total unrecognized tax benefits at Dec 31 $ 422 $ 513 $ 520 Total unrecognized tax benefits that, if recognized, would impact the effective tax rate $ 422 $ 513 $ 520 Total amount of interest and penalties expense (benefit) recognized in "Provision (credit) for income taxes" $ ( 234 ) $ 126 $ ( 27 ) Total accrual for interest and penalties recognized in the consolidated balance sheets $ 327 $ 561 $ 498 The Company files tax returns in multiple jurisdictions. These returns are subject to examination and possible challenge by the tax authorities. Open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle. The ultimate resolution of such uncertainties is not expected to have a material impact on the Company's results of operations. The earliest open tax years are 2004 for state income taxes and 2007 for federal income taxes in the United States and 2011 for taxes in foreign jurisdictions. NOTE 8 - EARNINGS PER SHARE CALCULATIONS The following tables provide earnings per share calculations of Dow Inc. for the years ended December 31, 2024, 2023 and 2022. In accordance with the accounting guidance for earnings per share, earnings per share of TDCC is not presented as this information is not required in financial statements of wholly owned subsidiaries. Net Income for Earnings Per Share Calculations 2024 2023 2022 In millions Net income $ 1,201 $ 660 $ 4,640 Net income attributable to noncontrolling interests 85 71 58 Net income attributable to participating securities 1 12 11 24 Net income attributable to common stockholders $ 1,104 $ 578 $ 4,558 1. Restricted stock units are considered participating securities due to the Company's practice of paying dividend equivalents on unvested shares. Earnings Per Share - Basic and Diluted 2024 2023 2022 Dollars per share Earnings per common share - basic $ 1.57 $ 0.82 $ 6.32 Earnings per common share - diluted $ 1.57 $ 0.82 $ 6.28 91 Table of Contents Share Count Information 2024 2023 2022 Shares in millions Weighted-average common shares outstanding - basic 703.8 705.7 721.0 Plus dilutive effect of equity compensation plans 1.3 3.3 4.6 Weighted-average common shares outstanding - diluted 705.1 709.0 725.6 Stock options and restricted stock units excluded from EPS calculations 1 10.8 9.6 7.6 1. These outstanding stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive. NOTE 9 – INVENTORIES The following table provides a breakdown of inventories: Inventories at Dec 31 In millions 2024 2023 Finished goods $ 3,773 $ 3,413 Work in process 1,323 1,234 Raw materials 822 746 Supplies 1,039 992 Total $ 6,957 $ 6,385 Adjustment of inventories to the LIFO basis ( 413 ) ( 309 ) Total inventories $ 6,544 $ 6,076 At December 31, 2024, approximately 29 percent, 59 percent and 12 percent of the Company's inventories were accounted for under the LIFO, FIFO and average cost methods, respectively. At December 31, 2023, approximately 29 percent, 60 percent and 11 percent of the Company's inventories were accounted for under the LIFO, FIFO and average cost methods, respectively. NOTE 10 – PROPERTY The following table provides a breakdown of property: Property at Dec 31 Estimated Useful Lives (Years) 2024 2023 In millions Land and land improvements 0 - 25 $ 2,255 $ 2,218 Buildings 5 - 50 5,145 5,216 Machinery and equipment 3 - 25 44,047 43,343 Other property 3 - 50 7,243 6,865 Construction in progress — 3,431 2,561 Total property $ 62,121 $ 60,203 In millions 2024 2023 2022 Depreciation expense $ 1,992 $ 1,932 $ 1,958 Capitalized interest $ 133 $ 88 $ 63 92 Table of Contents NOTE 11 – NONCONSOLIDATED AFFILIATES The Company’s investments in companies accounted for using the equity method (“nonconsolidated affiliates”), by classification in the consolidated balance sheets, and dividends received from nonconsolidated affiliates are shown in the following tables: Investments in Nonconsolidated Affiliates at Dec 31 2024 1 2023 1 In millions Investment in nonconsolidated affiliates $ 1,266 $ 1,267 Other noncurrent obligations ( 568 ) ( 229 ) Net investment in nonconsolidated affiliates $ 698 $ 1,038 1. The carrying amount of the Company’s investments in nonconsolidated affiliates at December 31, 2024 and 2023, was $ 55 million less than its share of the investees’ net assets, exclusive of additional differences relating to Sadara and EQUATE Petrochemical Company K.S.C.C. ("EQUATE"), which are discussed separately in the disclosures that follow. Dividends Received from Nonconsolidated Affiliates 2024 2023 2022 In millions Dividends from nonconsolidated affiliates 1 $ 342 $ 268 $ 964 1. Included in "Earnings of nonconsolidated affiliates less than dividends received" in the consolidated statements of cash flows. The nonconsolidated affiliates in which the Company has investments are privately held companies; therefore, quoted market prices are not available. Sadara In 2011, the Company and Saudi Arabian Oil Company formed Sadara - a joint venture between the two companies that constructed and operates a world-scale, fully integrated chemicals complex in Jubail Industrial City, Kingdom of Saudi Arabia. The Company has a 35 percent equity interest in this joint venture and 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. The Company’s investment in Sadara was $ 1,280 million less than Dow’s proportionate share of the carrying value of the underlying net assets held by Sadara at December 31, 2024 ($ 1,387 million less at December 31, 2023). This basis difference, which resulted from the 2019 impairment of the investment, is primarily attributed to the long-lived assets of Sadara and is being amortized over the remaining useful lives of the assets. At December 31, 2024, the Company had a negative investment balance in Sadara of $ 517 million classified as "Other noncurrent obligations" (negative $ 128 million at December 31, 2023) in the Company’s consolidated balance sheets. The negative investment in Sadara Chemical Company at December 31, 2024 is primarily due to the equity losses generated during the year. See Note 15 for additional information related to guarantees. EQUATE At December 31, 2024, the Company had a negative investment balance in EQUATE of $ 51 million classified as "Other noncurrent obligations" (negative $ 101 million at December 31, 2023) in the consolidated balance sheets. The reduction in the negative investment was driven by improved results during the year. The Company's investment in EQUATE was $ 417 million less than the Company's proportionate share of EQUATE's underlying net assets at December 31, 2024 ($ 432 million less at December 31, 2023), which represents the difference between the fair values of certain MEGlobal assets acquired by EQUATE and the Company's related valuation on a U.S. GAAP basis at the acquisition date. A basis difference of $ 97 million at December 31, 2024 ($ 111 million at December 31, 2023), is being amortized over the remaining useful lives of the assets and the remainder is considered a permanent difference. AgroFresh Solutions Inc. ("AFSI") As of March 31, 2023, the Company no longer holds an investment in AFSI. 93 Table of Contents Transactions with Nonconsolidated Affiliates The Company has service agreements with certain nonconsolidated affiliates, including contracts to manage the operations of manufacturing sites and the construction of new facilities; licensing and technology agreements; and marketing, sales, purchase, lease and sublease agreements. The Company sells excess ethylene glycol produced at manufacturing facilities in the United States and Europe to MEGlobal, a subsidiary of EQUATE. The Company also sells ethylene to MEGlobal as a raw material for its ethylene glycol plants in Canada. Sales of these products to MEGlobal represented 1 percent of total net sales in 2024, 2023 and 2022. Sales of ethylene to MEGlobal are reflected in the Packaging & Specialty Plastics segment and represented 2 percent of the segment's sales in 2024, 2023 and 2022. Sales of ethylene glycol to MEGlobal are reflected in the Industrial Intermediates & Infrastructure segment and represented 1 percent of the segment's sales in 2024, 2023 and 2022. The Company is responsible for marketing the majority of Sadara products outside of the Middle East zone through the Company’s established sales channels. Under this arrangement, the Company purchases and sells Sadara products for a marketing fee. Purchases of Sadara products represented 6 percent of "Cost of sales" in 2024 ( 6 percent in 2023 and 7 percent in 2022). The Company purchases products from The SCGC-Dow Group, primarily for marketing and distribution in Asia Pacific. Purchases of products from The SCGC-Dow Group represented 3 percent of "Cost of sales" in 2024, 2023 and 2022. Sales to and purchases from other nonconsolidated affiliates were not material to the consolidated financial statements. Balances due to or due from nonconsolidated affiliates at December 31, 2024 and 2023, were as follows: Balances Due To or Due From Nonconsolidated Affiliates at Dec 31 2024 2023 In millions Accounts and notes receivable - Other $ 300 $ 189 Accounts payable - Other $ 748 $ 823 Principal Nonconsolidated Affiliates The Company had an ownership interest in 38 nonconsolidated affiliates at December 31, 2024 and 2023. The Company's principal nonconsolidated affiliates and its ownership interest (direct and indirect) for each at December 31, 2024, 2023 and 2022, are as follows: Principal Nonconsolidated Affiliates at Dec 31 Country Ownership Interest 2024 2023 2022 EQUATE Petrochemical Company K.S.C.C. Kuwait 42.50 % 42.50 % 42.50 % The Kuwait Olefins Company K.S.C.C. Kuwait 42.50 % 42.50 % 42.50 % The Kuwait Styrene Company K.S.C.C. Kuwait 42.50 % 42.50 % 42.50 % Map Ta Phut Olefins Company Limited 1 Thailand 32.77 % 32.77 % 32.77 % Sadara Chemical Company Saudi Arabia 35.00 % 35.00 % 35.00 % The SCGC-Dow Group: Siam Polyethylene Company Limited Thailand 50.00 % 50.00 % 50.00 % Siam Polystyrene Company Limited Thailand 50.00 % 50.00 % 50.00 % Siam Styrene Monomer Company Limited Thailand 50.00 % 50.00 % 50.00 % Siam Synthetic Latex Company Limited Thailand 50.00 % 50.00 % 50.00 % 1. The Company's effective ownership of Map Ta Phut Olefins Company Limited ("Map Ta Phut") is 32.77 percent, of which the Company directly owns 20.27 percent and indirectly owns 12.50 percent through its equity interest in Siam Polyethylene Company Limited. 94 Table of Contents The Company’s investment in and equity earnings from its principal nonconsolidated affiliates are as follows: Investment in Principal Nonconsolidated Affiliates at Dec 31 2024 2023 In millions Investment in principal nonconsolidated affiliates $ 740 $ 754 Other noncurrent obligations ( 568 ) ( 229 ) Net investment in principal nonconsolidated affiliates $ 172 $ 525 Equity in Earnings (Losses) of Principal Nonconsolidated Affiliates 2024 2023 2022 In millions Equity in earnings (losses) of principal nonconsolidated affiliates $ ( 57 ) $ ( 192 ) $ 192 The summarized financial information that follows represents the combined accounts (at 100 percent) of the principal nonconsolidated affiliates. Summarized Balance Sheet Information at Dec 31 2024 2023 In millions Current assets $ 5,414 $ 4,904 Noncurrent assets 20,695 21,832 Total assets $ 26,109 $ 26,736 Current liabilities $ 3,842 $ 3,490 Noncurrent liabilities 19,158 18,794 Total liabilities $ 23,000 $ 22,284 Noncontrolling interests $ 136 $ 157 Summarized Income Statement Information 1 2024 2023 2022 In millions Sales $ 12,094 $ 11,102 $ 14,026 Gross profit $ 598 $ 289 $ 1,246 Income (loss), net of tax $ ( 748 ) $ ( 1,053 ) $ ( 91 ) 1. The results in this table include purchase and sale activity between certain principal nonconsolidated affiliates and the Company, as previously discussed in the "Transactions with Nonconsolidated Affiliates" section. NOTE 12 – GOODWILL AND OTHER INTANGIBLE ASSETS The following table shows changes in the carrying amounts of goodwill by reportable segment for the years ended December 31, 2024 and 2023: Goodwill Packaging & Specialty Plastics Industrial Intermediates & Infrastructure Performance Materials & Coatings Total In millions Balance at Jan 1, 2023 $ 5,100 $ 1,093 $ 2,451 $ 8,644 Foreign currency impact 3 1 ( 7 ) ( 3 ) Balance at Dec 31, 2023 $ 5,103 $ 1,094 $ 2,444 $ 8,641 Foreign currency impact ( 6 ) ( 2 ) ( 89 ) ( 97 ) Purchase of Circulus Holdings, LLC 37 — — 37 Sale of laminating adhesives business ( 16 ) — — ( 16 ) Balance at Dec 31, 2024 $ 5,118 $ 1,092 $ 2,355 $ 8,565 The Company has six reporting units in total: Coatings & Performance Monomers, Consumer Solutions, Hydrocarbons & Energy, Industrial Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction 95 Table of Contents Chemicals. At December 31, 2024, goodwill was carried by all reporting units except Coatings & Performance Monomers. Goodwill Impairments The carrying amounts of goodwill at December 31, 2024 and 2023, were net of accumulated impairments of $ 309 million in Industrial Intermediates & Infrastructure and $ 2,530 million in Performance Materials & Coatings. Goodwill Impairment Testing The Company performs an impairment test of goodwill annually in the fourth quarter. In 2024, the Company performed qualitative assessments for all reporting units that carried goodwill. Based on the results of the qualitative testing, the Company performed quantitative testing for one reporting unit in 2024 ( zero in 2023 and 2022). The qualitative assessments on the remaining reporting units indicated that it was more likely than not that carrying value was less than the fair value for the reporting units. The quantitative testing conducted in 2024 concluded that no goodwill impairment existed. Other Intangible Assets The following table provides information regarding the Company’s other intangible assets: Other Intangible Assets at Dec 31 2024 2023 In millions Gross Carrying Amount Accum Amort Net Gross Carrying Amount Accum Amort Net Intangible assets: Developed technology $ 2,541 $ ( 2,214 ) $ 327 $ 2,634 $ ( 2,181 ) $ 453 Software 1,354 ( 1,007 ) 347 1,352 ( 981 ) 371 Trademarks/tradenames 324 ( 318 ) 6 352 ( 346 ) 6 Customer-related 2,896 ( 1,855 ) 1,041 3,108 ( 1,866 ) 1,242 Total other intangible assets $ 7,115 $ ( 5,394 ) $ 1,721 $ 7,446 $ ( 5,374 ) $ 2,072 The following table provides information regarding amortization expense related to intangible assets: Amortization Expense 2024 2023 2022 In millions Other intangible assets, excluding software $ 310 $ 324 $ 336 Software, included in "Cost of sales" $ 67 $ 70 $ 80 Total estimated amortization expense for the next five fiscal years, including amounts expected to be capitalized, is as follows: Estimated Amortization Expense for Next Five Years In millions 2025 $ 294 2026 $ 222 2027 $ 187 2028 $ 166 2029 $ 155 96 Table of Contents NOTE 13 – TRANSFERS OF FINANCIAL ASSETS Accounts Receivable Programs The Company maintains accounts receivable facilities with various financial institutions, with committed and uncommitted facilities in the United States and a committed facility in Europe (collectively, "the Programs"), which are set to expire in November 2025. Under the terms of the Programs, the Company may sell certain eligible trade accounts receivable at any point in time, up to $ 900 million for the U.S. committed facility and up to € 500 million for the Europe committed facility. Under the terms of the Programs, the Company continues to service the receivables from the customer, but retains no interest in the receivables, and remits payment to the financial institutions. Losses on transfers of receivables were insignificant for the years ended December 31, 2024, 2023 and 2022. The Company also provides a guarantee to the financial institutions for the creditworthiness and collection of the receivables in satisfaction of the facility. See Note 15 for additional information related to guarantees. Beginning in 2023, the Company has access to accounts receivable discounting facilities that cover certain receivables generated from sales in EMEAI, Asia Pacific and Canada (collectively, the "Facilities"). Under the terms of the Facilities, the Company retains no interest in the transferred receivables once sold and receivables are transferred with limited recourse. The Company continues to service the receivables from the customer and remits payment to the Facilities. Losses on transfers of receivables were insignificant for the years ended December 31, 2024 and 2023. The following table provides a summary of cash flows related to the Programs and the Facilities for the years ended December 31, 2024, 2023 and 2022: Cash Flows Related to Transfers of Accounts Receivable In millions 2024 2023 2022 Proceeds received from new transfers $ 1,533 $ 203 $ 391 The following table provides the balances related to the Programs and the Facilities at December 31, 2024 and 2023: Balances Related to Transfers of Accounts Receivable at Dec 31 In millions 2024 2023 Balance outstanding $ 287 $ 170 Accounts receivable derecognized $ 278 $ 152 Amounts recognized in the consolidated balance sheets: Accrued and other current liabilities 1 $ 9 $ 18 1. Represents amounts collected from customers and not yet remitted by the Company. 97 Table of Contents NOTE 14 – NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES Notes Payable at Dec 31 In millions 2024 2023 Notes payable to banks and other lenders $ 135 $ 62 Year-end average interest rates 36.03 % 33.84 % Long-Term Debt at Dec 31 2024 Average Rate 2024 2023 Average Rate 2023 In millions Promissory notes and debentures: Final maturity 2025 5.63 % $ 333 5.63 % $ 333 Final maturity 2028 4.80 % 600 4.80 % 600 Final maturity 2029 7.58 % 1,368 7.58 % 1,367 Final maturity 2030 and thereafter 1 5.10 % 10,010 5.07 % 8,861 Other facilities: Foreign currency notes and loans, various rates and maturities 2.01 % 2,540 1.18 % 2,653 InterNotes ® , varying maturities through 2053 4.31 % 661 4.12 % 595 Medium-term notes, maturity 2025 4.75 % 1 — % — Finance lease obligations 2 939 873 Unamortized debt discount and issuance costs ( 244 ) ( 258 ) Long-term debt due within one year 3 ( 497 ) ( 117 ) Long-term debt $ 15,711 $ 14,907 1. Cost includes net fair value hedge adjustment gains of $ 9 million at December 31, 2024 ($ 49 million at December 31, 2023). See Note 21 for additional information. 2. See Note 16 for additional information. 3. Presented net of current portion of unamortized debt issuance costs. Maturities of Long-Term Debt for Next Five Years at Dec 31, 2024 In millions 2025 $ 495 2026 $ 140 2027 $ 1,244 2028 $ 697 2029 $ 1,459 2024 Activity In the first quarter of 2024, the Company issued $ 1.25 billion of senior unsecured notes. This offering included $ 600 million aggregate principal amount of 5.150 percent notes due 2034 and $ 650 million aggregate principal amount of 5.600 percent notes due 2054. The issuance was completed in connection with the Company's Green Finance Framework. The Company distributed the proceeds toward projects that support the execution of its sustainability strategy and achieve its targets focused on climate protection and a circular economy, including applicable expenditures and investments related to the Company's Fort Saskatchewan Path2Zero project. In the second quarter of 2024, the Company redeemed $ 10 million aggregate principal amount of 2.100 percent notes due November 2030, $ 30 million aggregate principal amount of 4.250 percent notes due October 2034, $ 8 million aggregate principal amount of 5.250 percent notes due November 2041 and $ 12 million aggregate principal amount of 4.375 percent notes due November 2042. As a result of the redemption, the Company recognized a pretax gain on the early extinguishment of debt of $ 5 million, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate. In 2024, the Company issued an aggregate principal amount of $ 94 million of InterNotes ® . The Company also issued $ 122 million of foreign currency loans. Additionally, the Company repaid $ 83 million of long-term debt at maturity. 98 Table of Contents 2023 Activity In the fourth quarter of 2023, the Company redeemed $ 23 million aggregate principal amount of 2.100 percent notes due November 2030, $ 14 million aggregate principal amount of 4.625 percent notes due October 2044, and $ 1 million aggregate principal amount of 4.375 percent notes due November 2042. As a result of the redemption, the Company recognized a pretax gain on the early extinguishment of debt of $ 5 million, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate. In 2023, the Company issued an aggregate principal amount of $ 80 million of InterNotes ® . Additionally, the Company repaid $ 250 million of long-term debt at maturity and approximately $ 3 million of long-term debt was repaid by consolidated variable interest entities. 2022 Activity In the second quarter of 2022, the Company redeemed $ 750 million aggregate principal amount of 3.625 percent notes due May 2026. As a result of the redemption, the Company recognized a pretax loss on the early extinguishment of debt of $ 8 million, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate. In the fourth quarter of 2022, the Company issued $ 1.5 billion of senior unsecured notes. The offering included $ 600 million aggregate principal amount of 6.30 percent notes due 2033 and $ 900 million aggregate principal amount of 6.90 percent notes due 2053. In 2022, the Company issued an aggregate principal amount of $ 167 million of InterNotes ® . Additionally, the Company repaid $ 121 million of long-term debt at maturity and approximately $ 3 million of long-term debt was repaid by consolidated variable interest entities. Available Credit Facilities The following table summarizes the Company's credit facilities: Committed and Available Credit Facilities at Dec 31, 2024 In millions Committed Credit Credit Available Maturity Date Interest Five Year Competitive Advance and Revolving Credit Facility $ 5,000 $ 5,000 November 2028 Floating rate Bilateral Revolving Credit Facility 100 100 March 2025 Floating rate Bilateral Revolving Credit Facility 100 100 March 2025 Floating rate Bilateral Revolving Credit Facility 200 200 September 2025 Floating rate Bilateral Revolving Credit Facility 175 175 September 2025 Floating rate Bilateral Revolving Credit Facility 300 300 November 2025 Floating rate Bilateral Revolving Credit Facility 300 300 February 2026 Floating rate Bilateral Revolving Credit Facility 100 100 March 2026 Floating rate Bilateral Revolving Credit Facility 375 375 October 2026 Floating rate Bilateral Revolving Credit Facility 150 150 November 2026 Floating rate Bilateral Revolving Credit Facility 200 200 November 2026 Floating rate Bilateral Revolving Credit Facility 250 250 March 2027 Floating rate Bilateral Revolving Credit Facility 100 100 May 2027 Floating rate Bilateral Revolving Credit Facility 350 350 June 2027 Floating rate Bilateral Revolving Credit Facility 200 200 September 2027 Floating rate Bilateral Revolving Credit Facility 100 100 October 2027 Floating rate Bilateral Revolving Credit Facility 100 100 November 2027 Floating rate Bilateral Revolving Credit Facility 300 300 May 2028 Floating rate Total Committed and Available Credit Facilities $ 8,400 $ 8,400 Letters of Credit The Company utilizes letters of credit to support commitments made in the ordinary course of business. While the terms and amounts of letters of credit change, the Company generally has approximately $ 600 million of outstanding letters of credit at any given time. 99 Table of Contents Debt Covenants and Default Provisions TDCC’s outstanding long-term debt has been issued primarily under indentures which contain, among other provisions, certain customary restrictive covenants with which TDCC must comply while the underlying notes are outstanding. Failure of TDCC to comply with any of its covenants, could result in a default under the applicable indenture and allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the underlying notes. TDCC's indenture covenants include obligations to not allow liens on principal U.S. manufacturing facilities, enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, merge or consolidate with any other corporation, or sell, lease or convey, directly or indirectly, all or substantially all of TDCC’s assets. The outstanding debt also contains customary default provisions. TDCC remains in compliance with these covenants. TDCC’s primary, private credit agreements also contain certain customary restrictive covenant and default provisions in addition to the covenants set forth above with respect to TDCC’s debt. Significant other restrictive covenants and default provisions related to these agreements include: (a) the obligation to maintain the ratio of TDCC’s consolidated indebtedness to consolidated capitalization at no greater than 0.70 to 1.00 at any time the aggregate outstanding amount of loans under the Five Year Competitive Advance and Revolving Credit Facility Agreement ("Revolving Credit Agreement") dated November 23, 2021, equals or exceeds $ 500 million, (b) a default if TDCC or an applicable subsidiary fails to make any payment, including principal, premium or interest, under the applicable agreement on other indebtedness of, or guaranteed by, TDCC or such applicable subsidiary in an aggregate amount of $ 100 million or more when due, or any other default or other event under the applicable agreement with respect to such indebtedness occurs which permits or results in the acceleration of $ 400 million or more in the aggregate of principal, and (c) a default if TDCC or any applicable subsidiary fails to discharge or stay within 60 days after the entry of a final judgment against TDCC or such applicable subsidiary of more than $ 400 million. Failure of TDCC to comply with any of the covenants or default provisions could result in a default under the applicable credit agreement which would allow the lenders to not fund future loan requests and to accelerate the due date of the outstanding principal and accrued interest on any outstanding indebtedness. Dow Inc. is obligated, substantially concurrently with the issuance of any guarantee in respect of outstanding or committed indebtedness under TDCC's Revolving Credit Agreement, to enter into a supplemental indenture with TDCC and the trustee under TDCC’s existing 2008 base indenture governing certain notes issued by TDCC. Under such supplemental indenture, Dow Inc. will guarantee all outstanding debt securities and all amounts due under such existing base indenture and will become subject to certain covenants and events of default under the existing base indenture. In addition, the Revolving Credit Agreement includes an event of default which would be triggered in the event Dow Inc. incurs or guarantees third party indebtedness for borrowed money in excess of $ 250 million or engages in any material activity or directly owns any material assets, in each case, subject to certain conditions and exceptions. Dow Inc. may, at its option, cure the event of default by delivering an unconditional and irrevocable guarantee to the administrative agent within thirty days of the event or events giving rise to such event of default. No such events have occurred or have been triggered at the time of the filing of this Annual Report on Form 10-K. 100 Table of Contents NOTE 15 – COMMITMENTS AND CONTINGENCIES Environmental Matters Introduction Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. At December 31, 2024, the Company had accrued obligations of $ 1,113 million for probable environmental remediation and restoration costs ($ 1,180 million at December 31, 2023), including $ 234 million for the remediation of Superfund sites ($ 241 million at December 31, 2023). This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two times that amount. Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows. It is the opinion of the Company’s management, however, that the possibility is remote that costs in excess of the range disclosed will have a material impact on the Company’s results of operations, financial condition or cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration. As new or additional information becomes available and/or certain spending trends become known, management will evaluate such information in determination of the current estimate of the environmental liability. The following table summarizes the activity in the Company's accrued obligations for environmental matters for the years ended December 31, 2024 and 2023: Accrued Obligations for Environmental Matters 2024 2023 In millions Balance at Jan 1 $ 1,180 $ 1,192 Accrual adjustment 216 211 Payments against reserve ( 259 ) ( 229 ) Foreign currency impact ( 24 ) 6 Balance at Dec 31 $ 1,113 $ 1,180 The amounts charged to income on a pretax basis related to environmental remediation totaled $ 197 million in 2024, $ 203 million in 2023 and $ 176 million in 2022. Capital expenditures for environmental protection were $ 208 million in 2024, $ 228 million in 2023 and $ 137 million in 2022. Midland Off-Site Environmental Matters On June 12, 2003, the Michigan Department of Environmental Quality ("MDEQ") issued a Hazardous Waste Operating License (the "License") to the Company’s Midland, Michigan, manufacturing site (the “Midland Site”), which was renewed and replaced by the MDEQ on September 25, 2015, and included provisions requiring the Company to conduct an investigation to determine the nature and extent of off-site contamination in the City of Midland soils, the Tittabawassee River and Saginaw River sediment and floodplain soils, and the Saginaw Bay, and, if necessary, undertake remedial action. In 2016, final regulatory approval was received from the MDEQ for the City of Midland and the Company is continuing the long-term monitoring requirements of the Remedial Action Plan. Tittabawassee and Saginaw Rivers, Saginaw Bay The Company, the U.S. Environmental Protection Agency (“EPA”) and the State of Michigan ("State") entered into an administrative order on consent (“AOC”), effective January 21, 2010, that requires the Company to conduct a remedial investigation, a feasibility study and a remedial design for the Tittabawassee River, the Saginaw River and the Saginaw Bay, and pay the oversight costs of the EPA and the State under the authority of the Comprehensive Environmental Response, Compensation, and Liability Act. These actions, to be conducted under the lead oversight of the EPA, will build upon the investigative work completed under the State Resource Conservation Recovery Act program from 2005 through 2009. The Tittabawassee River, beginning at the Midland Site and extending down to the first six miles of the Saginaw River, are designated as the first Operable Unit for purposes of conducting the remedial investigation, feasibility study and remedial design work. This work will be performed in a largely upriver to downriver sequence for eight geographic segments of the Tittabawassee and upper Saginaw Rivers. In the first quarter of 2012, the EPA 101 Table of Contents requested the Company address the Tittabawassee River floodplain ("Floodplain") as an additional segment. In January 2015, the Company and the EPA entered into an order to address remediation of the Floodplain. The remedial work is expected to continue as river levels allow. The remainder of the Saginaw River and the Saginaw Bay are designated as a second Operable Unit and the work associated with that unit may also be geographically segmented. The AOC does not obligate the Company to perform removal or remedial action; that action can only be required by a separate order. The Company and the EPA have been negotiating orders separate from the AOC that obligate the Company to perform remedial actions under the scope of work of the AOC. The Company and the EPA have entered into six separate orders to perform limited remedial actions in seven of the eight geographic segments in the first Operable Unit, including the Floodplain. Dow has received from the EPA a Notice of Completion of Work for three of these six orders and the Company continues the long-term monitoring requirements. In 2024, Dow continued its evaluation of the final geographic segment of the first Operable Unit and completed the implementation of the remedial actions for the three open orders for other areas in the first Operable Unit. Alternative Dispute Resolution Process The Company, the EPA, the U.S. Department of Justice and the natural resource damage trustees (which include the Michigan Office of the Attorney General, the Michigan Department of Environment, Great Lakes and Energy, the Michigan Department of Natural Resources, the U.S. Fish and Wildlife Service, the U.S. Bureau of Indian Affairs and the Saginaw-Chippewa Indian Tribe of Michigan) have been engaged in negotiations to seek to resolve potential governmental claims against the Company for natural resource damages related to historical off-site contamination associated with the City of Midland, the Tittabawassee and Saginaw Rivers and the Saginaw Bay. The Company and the governmental parties started meeting in the fall of 2005 and entered into a Confidentiality Agreement in December 2005. On July 20, 2020, the U.S. District Court for the Eastern District of Michigan ("District Court") entered a final consent decree in Civil Action No. 1:19-cv-13292 between the Company and federal, state and tribal trustees to resolve allegations of natural resource damages arising from the historic operations of the Company’s Midland Site. The consent decree required the Company to pay a $ 15 million cash settlement to be used for long-term maintenance and trustee-selected remediation projects with an additional $ 7 million to specified local projects managed by third parties. These funds were paid in December 2020. The consent decree further requires the Company to complete or fund 13 additional environmental restoration projects which are valued by the trustees at approximately $ 77 million, to be conducted over the next several years. To date, five of the eight Dow-led projects have been completed, including four environmental restoration projects/public amenities opened to the public. The Company continues to work with the trustees on the remaining projects. At December 31, 2024, the accrual for these off-site matters was $ 80 million (included in the total accrued obligation of $ 1,113 million ). At December 31, 2023, the Company had an accrual for these off-site matters of $ 89 million (included in the total accrued obligation of $ 1,180 million ). Environmental Matters Summary It is the opinion of the Company’s management that the possibility is remote that costs in excess of those disclosed will have a material impact on the Company’s results of operations, financial condition or cash flows. Litigation Asbestos-Related Matters of Union Carbide Corporation Introduction Union Carbide is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past several decades. These suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that Union Carbide sold in the past, alleged exposure to asbestos-containing products located on Union Carbide’s premises and Union Carbide’s responsibility for asbestos suits filed against a former Union Carbide subsidiary, Amchem Products, Inc. ("Amchem"). In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to Union Carbide’s products. Union Carbide expects more asbestos-related suits to be filed against Union Carbide and Amchem in the future, and will aggressively defend or reasonably resolve, as appropriate, both pending and future claims. 102 Table of Contents Estimating the Asbestos-Related Liability Union Carbide has engaged Ankura Consulting Group, LLC ("Ankura") to perform periodic studies to estimate the undiscounted cost of disposing of pending and future claims against Union Carbide and Amchem through the terminal year of 2049, including a reasonable forecast of future defense and processing costs. Each October, Union Carbide requests Ankura to review its historical asbestos claim and resolution activity through the third quarter of the current year, including asbestos-related defense and processing costs, to determine the appropriateness of updating the most recent study. At each balance sheet date, Union Carbide also compares current asbestos claim and resolution activity, including asbestos-related defense and processing costs, to the results of the most recent Ankura study to determine whether the accrual continues to be appropriate. In December 2022, Ankura completed a study of Union Carbide's historical asbestos claim and resolution activity through September 30, 2022, including asbestos-related defense and processing costs, and provided estimates for the undiscounted cost of disposing of pending and future claims against Union Carbide and Amchem through the terminal year of 2049. Based on the study and Union Carbide's internal review process, it was determined that no adjustment to the accrual was required. In December 2023, Ankura stated that an update of its December 2022 study would not provide a more likely estimate of future events than the estimate reflected in that study and, therefore, the estimate in that study remained applicable. Based on Union Carbide's internal review process and Ankura's response, Union Carbide determined that no adjustment to the accrual was required. At December 31, 2023, the asbestos-related liability for pending and future claims against Union Carbide and Amchem, including future asbestos-related defense and processing costs, was $ 867 million, and approximately 25 percent of the recorded liability related to pending claims and approximately 75 percent related to future claims. In December 2024, Ankura completed a study of Union Carbide's historical asbestos claim and resolution activity through September 30, 2024, including asbestos-related defense and processing costs, and provided estimates for the undiscounted cost of disposing of pending and future claims against Union Carbide and Amchem through the terminal year of 2049. Based on the study and Union Carbide's internal review process, it was determined that no adjustment to the accrual was required. At December 31, 2024, the asbestos-related liability for pending and future claims against Union Carbide and Amchem, including future asbestos-related defense and processing costs, was $ 791 million, and approximately 23 percent of the recorded liability related to pending claims and approximately 77 percent related to future claims. Summary The Company's management believes the amounts recorded by Union Carbide for the asbestos-related liability, including defense and processing costs, reflect reasonable and probable estimates of the liability based upon current, known facts. However, future events, such as the number of new claims to be filed and/or received each year, the average cost of defending and disposing of each such claim, as well as the numerous uncertainties surrounding asbestos litigation in the United States over a significant period of time, could cause the actual costs for Union Carbide to be higher or lower than those projected or those recorded. Any such events could result in an increase or decrease in the recorded liability. Because of the uncertainties described above, Union Carbide cannot estimate the full range of the cost of resolving pending and future asbestos-related claims facing Union Carbide and Amchem. As a result, it is reasonably possible that an additional cost of disposing of Union Carbide's asbestos-related claims, including future defense and processing costs, could have a material impact on the Company's results of operations and cash flows for a particular period and on the consolidated financial position. Legacy Matters The Company is the subject of various complaints related to alleged groundwater contamination based on decades-old sales and applications of certain agricultural chemical products ("Groundwater Matters"). The costs associated with these Groundwater Matters were previously covered by insurance policies that have since been depleted. In the first quarter of 2023, the Company completed a study of the Groundwater Matters now deemed to be probable and estimable based on the public reporting of sampling data and historical information to develop a reasonable estimate of the cost of pending and future claims. As a result, the Company recorded a pretax charge of $ 177 million, included in "Cost of sales" in the consolidated statements of income and related to Industrial Intermediates & Infrastructure. At December 31, 2024, the total liability related to such alleged Groundwater Matters settlements was $ 155 million ($ 232 million at December 31, 2023), which was included in “Accrued and other current liabilities” and "Other noncurrent obligations" in the consolidated balance sheets. 103 Table of Contents The Company is also the subject of other groundwater contamination complaints, including claims related to 1,4-dioxane. The Company continues to defend itself in this litigation and it has determined that the Company's exposure to liability, if any, is not currently probable or estimable at December 31, 2024. Separately, on October 10, 2024, the Company executed a settlement agreement related to arbitration for historical product claims from a divested business. As a result, the Company recorded a pretax charge of $ 75 million in the third quarter of 2024, which is included in "Cost of sales" in the consolidated statements of income, related to Corporate, and was paid in the fourth quarter of 2024. This is management's best estimate of loss, although the amount is subject to further arbitration and it is reasonably possible that the total loss could range up to approximately three times that amount. Other Litigation Matters In addition to the specific matters described above, the Company is party to a number of other claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, employment matters, governmental tax and regulation disputes, contract and commercial litigation, and other actions. Certain of these actions purport to be class actions and seek damages in very large amounts. All such claims are being contested. The Company has an active risk management program consisting of numerous insurance policies secured from many carriers at various times. These policies may provide coverage that could be utilized to minimize the financial impact, if any, of certain contingencies described above. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company. Indemnifications with Corning Incorporated ("Corning") In connection with the June 1, 2016, ownership restructure of Dow Silicones, the Company is indemnified by Corning for at least 50 percent of future losses associated with certain pre-closing liabilities, subject to certain conditions and limits. The maximum amount of indemnified losses which may be recovered are subject to a cap that declines over time. Indemnified losses are capped at $ 1 billion between May 31, 2018 and May 31, 2023, and no recoveries are permitted on claims initially submitted after May 31, 2023. The Company had indemnification assets of $ 43 million at December 31, 2024 ($ 100 million at December 31, 2023), which was included in "Other current assets" and "Noncurrent receivables" in the consolidated balance sheets. Gain Contingency - Dow v. Nova Chemicals Corporation Patent Infringement Matter In December 2010, Dow filed suit in the Federal Court in Ontario, Canada ("Federal Court") alleging that Nova Chemicals Corporation ("Nova") was infringing the Company's Canadian polyethylene patent 2,106,705 (the "'705 Patent"). Nova counterclaimed on the grounds of invalidity and non-infringement. In accordance with Canadian practice, the suit was bifurcated into a merits phase, followed by a damages phase. Following trial in the merits phase, in May 2014, the Federal Court ruled that the Company's '705 Patent was valid and infringed by Nova. Nova appealed to the Canadian Federal Court of Appeal, which affirmed the Federal Court decision in August 2016. Nova then sought leave to appeal its loss to the Supreme Court of Canada ("Canadian Supreme Court"), which dismissed Nova’s petition in April 2017. As a result, Nova exhausted all appeal rights on the merits, and it was undisputed that Nova owed the Company the profits it earned from its infringing sales as determined in the trial for the damages phase. In April 2017, the Federal Court issued a Public Judgment in the damages phase, which detailed its conclusions on how to calculate the profits to be awarded to the Company. In June 2017, the Federal Court ordered Nova to pay $ 645 million Canadian dollars to the Company, plus pre- and post-judgment interest, for which the Company received payment equivalent to $ 501 million U.S. dollars in July 2017. Although Nova was appealing portions of the damages judgment, certain portions of it were indisputable and could be retained by the Company regardless of the outcome of any further appeals by Nova. As a result of these actions and in accordance with ASC Topic 450-30 "Gain Contingencies," the Company recorded a $ 160 million pretax gain in the second quarter of 2017. On September 15, 2020, the Canadian Federal Court of Appeal dismissed Nova's appeal of the damages judgment, thus affirming the trial court's decision in its entirety. In November 2020, Nova filed an application for leave to appeal this decision to the Canadian Supreme Court. In November 2022, the Canadian Supreme Court dismissed Nova's appeal, thereby exhausting all of Nova's appeal rights for the damages judgment. As a result, the Company recorded a pretax gain of $ 341 million in the fourth quarter of 2022 for the previously disputed portion of the damages judgment, of which $ 321 million was included in "Sundry income (expense) - net," related to Packaging & Specialty Plastics, and $ 20 million was included in "Selling, general and administrative expenses" in the consolidated statements of income. 104 Table of Contents Gain Contingency - Dow v. Nova Chemicals Corporation Ethylene Asset Matter On September 18, 2019, the Court of the King's Bench in Alberta, Canada, signed a judgment ordering Nova to pay the Company $ 1.43 billion Canadian dollars (equivalent to approximately $ 1.08 billion U.S. dollars) by October 11, 2019, for damages the Company incurred through 2012 related to the companies’ jointly-owned ethylene asset in Joffre, Alberta, Canada, which has been received by the Company. The Court of the King's Bench in Alberta, Canada, which initially ruled in June 2018, found that Nova failed to operate the ethylene asset at full capacity for more than ten years, and furthermore, that Nova violated several contractual agreements related to the Company receiving its share of the asset’s ethylene production. These actions deprived the Company of millions of pounds of ethylene. Nova appealed the judgment; however, certain portions were no longer in dispute and would be retained by the Company regardless of the outcome of any further appeals by Nova. As a result and in accordance with ASC Topic 450-30 “Gain Contingencies,” the Company recorded a $ 186 million pretax gain in 2019. In 2020 and 2023, f urther actions by Nova and/or related court decisions upholding the majority of Dow's damages made additional portions of the ruling in Dow's favor final and no longer subject to dispute. As a result, the Company recorded additional pretax gains of $ 570 million in 2020 and $ 122 million in 2023. In 2023, $ 106 million of the pretax gain was included in "Sundry income (expense) - net," related to Packaging & Specialty Plastics, and $ 16 million was included in "Selling, general and administrative expenses" in the consolidated statements of income. At December 31, 2024, $ 201 million ($ 201 million at December 31, 2023) was included in "Other noncurrent obligations" in the Company's consolidated balance sheets related to the disputed portion of the damages judgment. Dow continues to seek an award of additional damages for the period from 2013 through 2018 to account for the ethylene shortfall during those years. The damages hearing that began in the trial court in November 2021 to resolve the impact of the appellate ruling and quantify Dow's damages for the 2013-2018 period has concluded; the parties are awaiting the court's ruling. Dow has also filed another lawsuit in the same Alberta, Canada court to account for damages due to lost ethylene after June 2018. Brazilian Tax Credits In March 2017, the Federal Supreme Court of Brazil (“Brazil Supreme Court”) ruled in a leading case that a Brazilian value-added tax ("ICMS") should not be included in the base used to calculate a taxpayer's federal contribution on total revenue known as PIS/COFINS (the “2017 Decision”). Previously, three of the Company’s Brazilian subsidiaries filed lawsuits challenging the inclusion of ICMS in their calculation of PIS/COFINS, seeking recovery of excess taxes paid. In response to the 2017 Decision, the Brazilian tax authority filed an appeal seeking clarification of the amount of ICMS tax to exclude from the calculation of PIS/COFINS. In May 2021, the Brazil Supreme Court ruled in a leading case related to the amount of ICMS tax to exclude from the calculation of PIS/COFINS, which resolved two of the lawsuits filed by the Company. In May 2022, a court decision related to the remaining lawsuit, ruling in favor of the Company's Brazilian subsidiary, became final and unappealable and the Company recorded pretax gains of $ 112 million for certain excess PIS/COFINS paid, plus applicable interest, which the Company expects to apply to future required federal tax payments, and the reversal of related liabilities. The pretax gains were recorded in “Cost of sales” in the consolidated statements of income. At December 31, 2024, related tax credits available and expected to be applied to future required federal tax payments totaled $ 63 million ($ 114 million at December 31, 2023). Purchase Commitments In the third quarter of 2024, the Company entered into a commitment for the use of a reservoir asset that will be used to supply water to one of Dow’s main U.S. Gulf Coast manufacturing locations. The related contract became effective in the fourth quarter of 2024, with a 35 year contract period expected to commence in 2028 upon completion of construction. The aggregate value of the fixed and determinable portion over the expected contract period is $ 1.3 billion (approximately $ 650 million on a present value basis) at December 31, 2024. 105 Table of Contents Guarantees The following table provides a summary of the final expiration, maximum future payments and recorded liability reflected in the consolidated balance sheets for guarantees: Guarantees Dec 31, 2024 Dec 31, 2023 In millions Final Expiration Maximum Future Payments 1 Recorded Liability Final Expiration Maximum Future Payments 1 Recorded Liability Guarantees 2038 $ 1,456 $ 155 2038 $ 1,385 $ 196 1. In addition, TDCC has provided guarantees, in proportion to the Company's 35 percent ownership interest, of all future interest payments that will become due on Sadara’s project financing debt during the grace period, which Dow's share is estimated to be $ 158 million at December 31, 2024 ($ 298 million at December 31, 2023). The Company does not expect to be required to perform under the guarantees. Guarantees arise during the ordinary course of business from relationships with customers, committed accounts receivable facilities and nonconsolidated affiliates when the Company undertakes an obligation to guarantee the performance of others (via delivery of cash or other assets) if specified triggering events occur. With guarantees, such as commercial or financial contracts, non-performance by the guaranteed party triggers the obligation of the Company to make payments to the beneficiary of the guarantee. The majority of the Company’s guarantees relate to debt of nonconsolidated affiliates, which have expiration dates ranging from less than one year to 14 years. The Company’s current expectation is that future payment or performance related to the non-performance of others is considered remote. The Company maintains accounts receivable facilities with various financial institutions, with committed and uncommitted facilities in the United States and a committed facility in Europe. Under the terms of the Programs, the Company continues to service the receivables from the customers, but retains no interest in the receivables, and remits payment to the financial institutions. The Company also has access to accounts receivable discounting facilities, under which receivables are transferred with limited recourse. The Company’s maximum guaranteed liability for the accounts receivable facilities is $ 239 million at December 31, 2024 ($ 150 million at December 31, 2023). The Company expects receivable collections and remittances to occur within the next six months. TDCC has entered into guarantee agreements related to Sadara, a nonconsolidated affiliate. Sadara reached an agreement with its lenders to re-profile its outstanding project financing debt in the first quarter of 2021. In conjunction with the debt re-profiling, TDCC entered into a guarantee of up to approximately $ 1.3 billion of Sadara’s debt, proportionate to the Company's 35 percent ownership interest. The debt re-profiling includes a grace period until June 2026, during which Sadara is obligated to make interest-only payments which are guaranteed by TDCC in proportion to the Company's 35 percent ownership interest. As part of the debt re-profiling, Sadara established a $ 500 million revolving credit facility guaranteed by Dow, which would be used to fund Dow’s pro-rata share of any potential shortfall during the grace period. See Note 11 for additional information on Dow's investment in Sadara. Asset Retirement Obligations The Company has 91 manufacturing sites in 30 countries. Most of these sites contain numerous individual manufacturing operations, particularly at the Company’s larger sites. Asset retirement obligations are recorded as incurred and reasonably estimable, including obligations for which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. The retirement of assets may involve such efforts as remediation and treatment of asbestos, contractually required demolition, and other related activities, depending on the nature and location of the assets; and retirement obligations are typically realized only upon demolition of those facilities. In identifying asset retirement obligations, the Company considers identification of legally enforceable obligations, changes in existing law, estimates of potential settlement dates and the calculation of an appropriate discount rate to be used in calculating the fair value of the obligations. The Company has a well-established global process to identify, approve and track the demolition of retired or to-be-retired facilities; and no assets are retired from service until this process has been followed. The Company typically forecasts demolition projects based on the usefulness of the assets; environmental, health and safety concerns; and other similar considerations. Under this process, as demolition projects are identified and approved, reasonable estimates are determined for the time frames during which any related asset retirement obligations are expected to be settled. For those assets where a range of potential settlement dates may be reasonably estimated, obligations are recorded. The Company routinely reviews all changes to items under consideration for demolition to determine if an adjustment to the value of the asset retirement obligation is required. 106 Table of Contents The Company has recognized asset retirement obligations for the demolition and remediation activities at manufacturing sites primarily in Europe, the United States, Brazil, Argentina, Canada and Japan, and capping activities at landfill sites in the United States, Brazil and Canada. The Company has also recognized conditional asset retirement obligations related to asbestos encapsulation as a result of planned demolition and remediation activities at manufacturing and administrative sites primarily in the United States and Europe. The aggregate carrying amount of conditional asset retirement obligations recognized by the Company (included in the asset retirement obligations balance shown below) was $ 19 million at December 31, 2024 ($ 21 million at December 31, 2023). The following table shows changes in the aggregate carrying amount of the Company’s asset retirement obligations for the years ended December 31, 2024 and 2023: Asset Retirement Obligations 2024 2023 In millions Balance at Jan 1 $ 140 $ 119 Additional accruals 45 26 Liabilities settled ( 13 ) ( 2 ) Accretion expense 4 3 Revisions in estimated cash flows 3 1 Other ( 5 ) ( 7 ) Balance at Dec 31 $ 174 $ 140 The discount rate used to calculate the Company’s asset retirement obligations at December 31, 2024, was 4.93 percent ( 5.07 percent at December 31, 2023). These obligations are included in the consolidated balance sheets as "Accrued and other current liabilities" and "Other noncurrent obligations." The Company has not recognized conditional asset retirement obligations for which a fair value cannot be reasonably estimated in its consolidated financial statements. Assets that have not been submitted/reviewed for potential demolition activities are considered to have continued usefulness and are generally still operating normally. Therefore, without a plan to demolish the assets or the expectation of a plan, such as shortening the useful life of assets for depreciation purposes in accordance with the accounting guidance related to property, plant and equipment, the Company is unable to reasonably forecast a time frame to use for present value calculations. As such, the Company has not recognized obligations for individual plants/buildings at its manufacturing sites where estimates of potential settlement dates cannot be reasonably made. In addition, the Company has not recognized conditional asset retirement obligations for the capping of its approximately 25 underground storage wells and 79 underground brine mining and other wells at Company-owned sites when there are no plans or expectations of plans to exit the sites. It is the opinion of the Company’s management that the possibility is remote that such conditional asset retirement obligations, when estimable, will have a material impact on the Company’s consolidated financial statements based on current costs. NOTE 16 - LEASES Operating lease ROU assets are included in "Operating lease right-of-use assets" while finance lease ROU assets are included in "Net property" in the consolidated balance sheets. With respect to lease liabilities, operating lease liabilities are included in "Operating lease liabilities - current" and "Operating lease liabilities - noncurrent," and finance lease liabilities are included in "Long-term debt due within one year" and "Long-Term Debt" in the consolidated balance sheets. Dow routinely leases sales and administrative offices, power plants, production facilities, warehouses and tanks for product storage, aircraft, motor vehicles, railcars, office machines and equipment. Some leases contain renewal provisions, purchase options and escalation clauses and the terms for these leased assets vary depending on the lease agreement. These leased assets have remaining lease terms of up to 51 years. See Note 1 for additional information on leases. 107 Table of Contents The components of lease cost for operating and finance leases for the years ended December 31, 2024, 2023 and 2022, were as follows: Lease Cost 2024 2023 2022 In millions Operating lease cost $ 433 $ 426 $ 397 Finance lease cost Amortization of right-of-use assets - finance 117 106 105 Interest on lease liabilities - finance 45 34 32 Total finance lease cost 162 140 137 Short-term lease cost 322 255 255 Variable lease cost 1,074 929 611 Sublease income ( 10 ) ( 9 ) ( 10 ) Total lease cost $ 1,981 $ 1,741 $ 1,390 The following table provides supplemental cash flow and other information related to leases: Other Lease Information 2024 2023 2022 In millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 436 $ 424 $ 393 Operating cash flows for finance leases $ 45 $ 34 $ 32 Financing cash flows for finance leases $ 132 $ 127 $ 114 Right-of-use assets obtained in exchange for lease obligations: Operating leases 1 $ 241 $ 309 $ 151 Finance leases 1 $ 218 $ 234 $ 62 1. In 2023, $ 98 million of leased assets were reclassified from Operating leases to Finance leases due to an amendment that extended the term of the agreement. The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at December 31, 2024 and 2023: Lease Position Balance Sheet Classification Dec 31, 2024 Dec 31, 2023 In millions Assets Operating lease assets Operating lease right-of-use assets $ 1,268 $ 1,320 Finance lease assets Property 1,495 1,328 Finance lease amortization Accumulated depreciation ( 619 ) ( 538 ) Total lease assets $ 2,144 $ 2,110 Liabilities Current Operating Operating lease liabilities - current $ 318 $ 329 Finance Long-term debt due within one year 106 117 Noncurrent Operating Operating lease liabilities - noncurrent 984 1,032 Finance Long-Term Debt 833 756 Total lease liabilities $ 2,241 $ 2,234 108 Table of Contents The weighted-average remaining lease term and discount rate for leases recorded in the consolidated balance sheets at December 31, 2024 and 2023 are provided below: Lease Term and Discount Rate Dec 31, 2024 Dec 31, 2023 Weighted-average remaining lease term Operating leases 6.7 years 6.9 years Finance leases 9.7 years 10.5 years Weighted-average discount rate Operating leases 4.84 % 4.82 % Finance leases 5.00 % 4.84 % The following table provides the maturities of lease liabilities at December 31, 2024: Maturities of Lease Liabilities Operating Leases Finance Leases In millions 2025 $ 365 $ 147 2026 281 134 2027 230 145 2028 175 103 2029 109 97 2030 and thereafter 388 568 Total future undiscounted lease payments $ 1,548 $ 1,194 Less: Imputed interest 246 255 Total present value of lease liabilities $ 1,302 $ 939 At December 31, 2024, Dow had additional leases of approximately $ 409 million, primarily for buildings and equipment, which had not yet commenced. These leases are expected to commence between 2025 and 2027, with lease terms of up to 20 years. Dow provides guarantees related to certain leased assets, specifying the residual value that will be available to the lessor at lease termination through the sale of the assets to the lessee or third parties. The following table provides a summary of the final expiration, maximum future payments and recorded liability reflected in the consolidated balance sheets for residual value guarantees at December 31, 2024 and 2023. The lease agreements do not contain any material restrictive covenants. Lease Guarantees Dec 31, 2024 Dec 31, 2023 In millions Final Expiration Maximum Future Payments Recorded Liability Final Expiration Maximum Future Payments Recorded Liability Residual value guarantees 2034 $ 313 $ — 2031 $ 295 $ — 109 Table of Contents NOTE 17 – STOCKHOLDERS’ EQUITY Common Stock The principal market for Dow Inc.'s common stock is the New York Stock Exchange, traded under the symbol “DOW.” 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"), owning all of the outstanding common shares of TDCC. The Company may issue shares of Dow Inc. common stock out of treasury stock or as new shares of common stock for options exercised and for the release of restricted stock units ("RSUs"), performance stock units ("PSUs"), the Employee Stock Purchase Plan ("ESPP") and the Employees' Savings Plan (the "Savings Plan"). Common stock shares issued to employees and non-employee directors was approximately 5.9 million in 2024 ( 6.9 million in 2023 and 7.5 million in 2022). See Note 20 for additional information on the Company's equity awards. Retained Earnings Dow Inc. There are no significant restrictions limiting Dow Inc.’s ability to pay dividends. Dow Inc. declared dividends of $ 2.80 per share in 2024, 2023 and 2022. Undistributed earnings of nonconsolidated affiliates included in retained earnings was $ 758 million at December 31, 2024 and $ 684 million at December 31, 2023. TDCC TDCC's Board of Directors determines whether or not there will be a dividend distribution to Dow Inc. TDCC declared $ 2,578 million of dividends to Dow Inc. and paid $ 2,485 million of dividends to Dow Inc. in 2024 (declared and paid $ 2,510 million in 2023 and $ 4,375 million in 2022). Employee Stock Ownership Plan The Dow Employee Stock Ownership Plan (the “ESOP”) allocated the remaining shares in 2022 and no shares remained unallocated at December 31, 2024, 2023 and 2022. Compensation expense for allocated shares is recorded at the fair value of the shares on the date of allocation. As all remaining ESOP shares were allocated in 2022, there was no compensation expense recorded in 2024 or 2023 for allocated ESOP shares. Compensation expense reflected in income before income taxes for ESOP shares allocated was $ 31 million in 2022. Treasury Stock On April 1, 2019, the Board ratified the share repurchase program originally approved on March 15, 2019, authorizing up to $ 3.0 billion for the repurchase of the Company's common stock, with no expiration date. The Company completed the April 1, 2019 share repurchase program in the second quarter of 2022. On April 13, 2022, the Board approved a new share repurchase program authorizing up to $ 3.0 billion for the repurchase of the Company's common stock, with no expiration date. In 2024, the Company repurchased $ 494 million of its common stock ($ 625 million in 2023 and $ 2,325 million in 2022). Excise tax for repurchased shares was zero in 2024 ($ 2 million in 2023 and zero in 2022), and was included in treasury stock at cost. At December 31, 2024, $ 931 million of the share repurchase program authorization remained available for repurchases. The Company began issuing treasury shares to satisfy its obligations to make matching contributions to plan participants under the Savings Plan in the first quarter of 2022. In addition, beginning on January 1, 2024, all eligible U.S. employees also received an automatic non-elective contribution of 4 percent of eligible compensation to their respective defined contribution plans. The Company issued 4.3 million treasury shares under its compensation and benefit plans in 2024, 2.3 million in 2023 and 1.5 million in 2022. Compensation expense for issued shares is recorded at the fair value of the shares on the date of issuance. Compensation expense reflected in income before income taxes for treasury shares issued was $ 229 million in 2024, $ 120 million in 2023 and $ 94 million in 2022. 110 Table of Contents The following table provides a reconciliation of Dow Inc. common stock activity for the years ended December 31, 2024, 2023 and 2022: Shares of Dow Inc. Common Stock Issued Held in Treasury Balance at Jan 1, 2022 764,226,882 29,011,573 Issued 1 7,451,643 ( 1,499,610 ) Repurchased — 39,286,642 Balance at Jan 1, 2023 771,678,525 66,798,605 Issued 1 6,916,989 ( 2,347,747 ) Repurchased — 11,851,223 Balance at Jan 1, 2024 778,595,514 76,302,081 Issued 1 5,876,425 ( 4,304,574 ) Repurchased — 8,861,638 Balance at Dec 31, 2024 784,471,939 80,859,145 1. Shares issued to employees and non-employee directors under the Company's equity compensation and defined contribution plans. 111 Table of Contents Accumulated Other Comprehensive Loss The changes in each component of AOCL for the years ended December 31, 2024, 2023 and 2022 were as follows: Accumulated Other Comprehensive Loss 2024 2023 2022 In millions Unrealized Gains (Losses) on Investments Beginning balance $ ( 253 ) $ ( 253 ) $ 59 Unrealized gains (losses) on investments 39 ( 6 ) ( 326 ) Tax (expense) benefit ( 17 ) 54 13 Net unrealized gains (losses) on investments 22 48 ( 313 ) (Gains) losses reclassified from AOCL to net income 1 ( 15 ) ( 63 ) 2 Tax expense (benefit) 2 3 15 ( 1 ) Net (gains) losses reclassified from AOCL to net income ( 12 ) ( 48 ) 1 Other comprehensive income (loss), net of tax 10 — ( 312 ) Ending balance $ ( 243 ) $ ( 253 ) $ ( 253 ) Cumulative Translation Adjustment Beginning balance $ ( 1,891 ) $ ( 1,934 ) $ ( 1,355 ) Gains (losses) on foreign currency translation ( 150 ) 57 ( 557 ) Tax (expense) benefit ( 2 ) — 24 Net gains (losses) on foreign currency translation ( 152 ) 57 ( 533 ) (Gains) losses reclassified from AOCL to net income 3 ( 20 ) ( 14 ) ( 46 ) Other comprehensive income (loss), net of tax ( 172 ) 43 ( 579 ) Ending balance $ ( 2,063 ) $ ( 1,891 ) $ ( 1,934 ) Pension and Other Postretirement Benefits Beginning balance $ ( 5,486 ) $ ( 4,877 ) $ ( 7,334 ) Gains (losses) arising during the period ( 371 ) ( 1,454 ) 2,611 Tax (expense) benefit 77 349 ( 630 ) Net gains (losses) arising during the period ( 294 ) ( 1,105 ) 1,981 Amortization of net loss and prior service credits reclassified from AOCL to net income 4 76 648 622 Tax expense (benefit) 2 ( 16 ) ( 152 ) ( 146 ) Net loss and prior service credits reclassified from AOCL to net income 60 496 476 Other comprehensive income (loss), net of tax ( 234 ) ( 609 ) 2,457 Ending balance $ ( 5,720 ) $ ( 5,486 ) $ ( 4,877 ) Derivative Instruments Beginning balance $ ( 51 ) $ ( 75 ) $ ( 347 ) Gains (losses) on derivative instruments ( 65 ) ( 201 ) 638 Tax (expense) benefit 22 30 ( 87 ) Net gains (losses) on derivative instruments ( 43 ) ( 171 ) 551 (Gains) losses reclassified from AOCL to net income 5 14 250 ( 313 ) Tax expense (benefit) 2 ( 4 ) ( 55 ) 34 Net (gains) losses reclassified from AOCL to net income 10 195 ( 279 ) Other comprehensive income (loss), net of tax ( 33 ) 24 272 Ending balance $ ( 84 ) $ ( 51 ) $ ( 75 ) Total AOCL ending balance $ ( 8,110 ) $ ( 7,681 ) $ ( 7,139 ) 1. Reclassified to "Net sales" and "Sundry income (expense) - net." 2. Reclassified to "Provision (credit) for income taxes." 3. Reclassified to "Sundry income (expense) - net." 4. These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other postretirement benefit plans. See Note 19 for additional information. 5. Reclassified to "Cost of sales," "Sundry income (expense) - net" and "Interest expense and amortization of debt discount." 112 Table of Contents NOTE 18 – NONCONTROLLING INTERESTS Ownership interests in the Company's subsidiaries held by parties other than the Company are presented separately from the Company's equity in the consolidated balance sheets as "Noncontrolling interests." The amount of consolidated net income attributable to the Company and the noncontrolling interests are both presented on the face of the consolidated statements of income. The following table summarizes the activity for equity attributable to noncontrolling interests for the years ended December 31, 2024, 2023 and 2022: Noncontrolling Interests In millions 2024 2023 2022 Balance at Jan 1 $ 501 $ 529 $ 574 Net income attributable to noncontrolling interests 1 85 71 58 Distributions to noncontrolling interests 2 ( 69 ) ( 81 ) ( 76 ) Cumulative translation adjustments ( 20 ) ( 19 ) ( 28 ) Other ( 1 ) 1 1 Balance at Dec 31 $ 496 $ 501 $ 529 1. 2022 includes the portion of asset related charges attributable to noncontrolling interests related to a joint venture in Russia. See Note 5 for additional information. 2. Distributions to noncontrolling interests are net of $ 8 million in 2024 ($ 8 million in 2023 and $ 7 million in 2022) in dividends paid to a joint venture, which were reclassified to "Equity in earnings (losses) of nonconsolidated affiliates" in the consolidated statements of income. On December 8, 2024, TDCC entered into a sale and purchase agreement with InfraPark Holdings, LLC ("InfraPark"), a subsidiary of a fund managed by Macquarie Asset Management, whereby TDCC will sell 40 percent of the membership interests in its wholly owned subsidiary Dow InfraCo, LLC in exchange for cash proceeds of approximately $ 2.4 billion (the "Transaction"). Under the terms of the sale and purchase agreement, InfraPark has the option to purchase up to an additional 9 percent of Dow InfraCo, LLC's membership interests in exchange for additional cash proceeds of up to $ 600 million within six months of the closing date of the Transaction. The Company is targeting to close the Transaction in mid-2025, subject to regulatory approval and other closing conditions. Upon closing the Transaction, InfraPark's ownership is expected to be accounted for as a noncontrolling interest in Dow InfraCo, LLC. Dow InfraCo, LLC and its subsidiaries operate certain non-product producing energy, environmental, pipeline and infrastructure assets located at five of the Company's manufacturing sites in the U.S. Gulf Coast. NOTE 19 – PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS Defined Benefit Pension Plans The Company has both funded and unfunded defined benefit pension plans in the United States and a number of other countries. The U.S. tax-qualified plans administered by the parent company are the largest plans. In 2021, the Company announced changes to the design of its U.S. tax-qualified and non-qualified pension plans (collectively, the "U.S. Plans"), which covered substantially all U.S. employees. As a result, effective December 31, 2023, the Company froze the pensionable compensation and credited service amounts used to calculate pension benefits for substantially all employees who participated in the U.S. Plans. Separately, in the fourth quarter of 2023, certain Company pension plans in the United States and Canada purchased or converted to nonparticipating group annuity contracts from certain insurance companies, irrevocably transferring approximately $ 1,681 million of benefit obligations and $ 1,617 million of related plan assets to the insurers. These transactions did not require any cash funding from the Company and did not impact the pension benefits of participants. As a result of these transactions, the Company recognized pretax, non-cash settlement charges of $ 642 million in 2023, primarily related to the accelerated recognition of a portion of the accumulated actuarial losses of the plans, recorded in “Sundry income (expense) – net” in the consolidated statements of income and related to Corporate. In the second quarter of 2024, the Company initiated the termination of certain U.S. tax-qualified pension plans, which include the tax-qualified benefit obligations for substantially all employees hired after January 1, 2008. These employees earned benefits based on a set percentage of annual pay, plus interest. As part of the plan termination process, the Company will offer participants of these plans annuity or lump sum distribution options. Final asset distributions are expected to be paid from plan assets in the fourth quarter of 2025. 113 Table of Contents The Company's funding policy is to contribute to the plans when pension laws and/or economics either require or encourage funding. Total global pension contributions were $ 121 million in 2024, which includes contributions necessary to fund benefit payments for the Company's unfunded pension plans. Additionally, in the second quarter of 2024, the Company received a pension plan reversion of approximately $ 70 million (approximately $ 90 million in the second quarter of 2023) for a portion of the excess funding of one of its plans in Europe, included in "Other assets and liabilities, net" in the consolidated statements of cash flows. The Company expects to contribute approximately $ 175 million to its pension plans in 2025. The weighted-average assumptions used to determine pension plan obligations and net periodic benefit cost for all plans are summarized in the table below: Weighted-Average Assumptions for All Pension Plans Benefit Obligations at Dec 31 Net Periodic Benefit Cost for the Year Ended 2024 2023 2024 2023 2022 Discount rate 5.13 % 4.73 % 4.73 % 5.26 % 2.57 % Interest crediting rate for applicable benefits 3.81 % 3.99 % 3.99 % 4.19 % 3.57 % Rate of compensation increase 3.40 % 3.80 % 3.80 % 4.05 % 3.94 % Expected return on plan assets 6.42 % 6.62 % 6.68 % The weighted-average assumptions used to determine pension plan obligations and net periodic benefit cost for U.S. plans are summarized in the table below: Weighted-Average Assumptions for U.S. Pension Plans Benefit Obligations at Dec 31 Net Periodic Benefit Cost for the Year Ended 2024 2023 2024 2023 2022 Discount rate 5.74 % 5.30 % 5.30 % 5.76 % 3.04 % Interest crediting rate for applicable benefits 3.54 % 4.50 % 4.50 % 4.50 % 4.50 % Rate of compensation increase 1 — % 4.25 % 4.25 % 4.25 % 4.25 % Expected return on plan assets 7.07 % 7.46 % 7.95 % 1. The rate of compensation increase assumption is not relevant for the U.S. Plans at December 31, 2024, due to the freezing of plan benefits. Other Postretirement Benefit Plans The Company provides certain health care and life insurance benefits to retired employees and survivors. The Company’s plans outside of the United States are not significant; therefore, this discussion relates to the U.S. plans only. The plans provide health care benefits, including hospital, physicians’ services, drug and major medical expense coverage, and life insurance benefits. In general, for employees hired before January 1, 1993, the plans provide benefits supplemental to Medicare when retirees are eligible for these benefits. The Company and the retiree share the cost of these benefits, with the Company portion increasing as the retiree has increased years of credited service, although there is a cap on the Company portion. The Company has the ability to change these benefits at any time. Employees hired after January 1, 2008, are not covered under the plans. The Company funds most of the cost of these health care and life insurance benefits as incurred. In 2024, the Company did not make any contributions to its other postretirement benefit plan trusts. The trusts did not hold assets at December 31, 2024. The Company does not expect to contribute assets to its other postretirement benefit plan trusts in 2025. 114 Table of Contents The weighted-average assumptions used to determine other postretirement benefit plan obligations and net periodic benefit cost for the U.S. plans are provided below: Weighted-Average Assumptions for U.S. Other Postretirement Benefits Plans Benefit Obligations at Dec 31 Net Periodic Benefit Cost for the Year Ended 2024 2023 2024 2023 2022 Discount rate 5.66 % 5.23 % 5.23 % 5.57 % 2.85 % Health care cost trend rate assumed for next year 7.00 % 6.61 % 6.61 % 6.79 % 6.50 % Rate to which the cost trend rate is assumed to decline (the ultimate health care cost trend rate) 5.00 % 5.00 % 5.00 % 5.00 % 5.00 % Year that the rate reaches the ultimate health care cost trend rate 2033 2033 2033 2033 2028 Assumptions The Company determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads and other valuation measures and market metrics. The expected long-term rate of return for each asset class is then weighted based on the strategic asset allocation approved by the governing body for each plan. The Company’s historical experience with the pension fund asset performance is also considered. The Company uses the spot rate approach to determine the discount rate utilized to measure the service cost and interest cost components of net periodic pension and other postretirement benefit costs for the United States and other selected countries, as applicable. Under the spot rate approach, the Company calculates service cost and interest cost by applying individual spot rates from the Willis Towers Watson RATE:Link yield curve (based on high-quality corporate bond yields) for each selected country to the separate expected cash flow components of service cost and interest cost. Service cost and interest cost for all other plans are determined on the basis of the single equivalent discount rates derived in determining those plan obligations. The discount rates utilized to measure the pension and other postretirement obligations of the U.S. plans are based on the yield on high-quality corporate fixed income investments at the measurement date. Future expected actuarially determined cash flows for the Company’s U.S. plans are individually discounted at the spot rates under the Willis Towers Watson U.S. RATE:Link 60-90 corporate yield curve (based on 60th to 90th percentile high-quality corporate bond yields) to arrive at the plan’s obligations as of the measurement date. The Company’s mortality assumption used for the U.S. plans is a benefit-weighted version of the Society of Actuaries’ RP-2014 base table with future rates of mortality improvement based on a modified version of the assumptions used in the Social Security Administration’s 2021 trustees report. 115 Table of Contents Summarized information on the Company's pension and other postretirement benefit plans is as follows: Change in Projected Benefit Obligations, Plan Assets and Funded Status of All Significant Plans Defined Benefit Pension Plans Other Postretirement Benefit Plans In millions 2024 2023 2024 2023 Change in projected benefit obligations: Benefit obligations at beginning of year $ 22,467 $ 22,861 $ 914 $ 893 Service cost 57 272 3 4 Interest cost 1,005 1,110 44 45 Plan participants' contributions 16 9 — — Actuarial changes in assumptions and experience ( 877 ) 1,086 ( 56 ) 65 Benefits paid ( 1,237 ) ( 1,385 ) ( 88 ) ( 94 ) Plan amendments — 6 — — Other 8 6 — — Effect of foreign exchange rates ( 360 ) 279 ( 5 ) 1 Settlements/curtailments/termination benefits 1 ( 69 ) ( 1,777 ) — — Benefit obligations at end of year $ 21,010 $ 22,467 $ 812 $ 914 Change in plan assets: Fair value of plan assets at beginning of year $ 19,634 $ 21,231 $ — $ — Actual return on plan assets 9 1,228 — — Employer contributions 121 142 — — Plan participants' contributions 16 9 — — Benefits paid ( 1,237 ) ( 1,385 ) — — Settlements 2 ( 34 ) ( 1,777 ) — — Other 3 ( 56 ) ( 73 ) — — Effect of foreign exchange rates ( 284 ) 259 — — Fair value of plan assets at end of year $ 18,169 $ 19,634 $ — $ — Funded status: U.S. plans with plan assets $ ( 1,360 ) $ ( 1,192 ) $ — $ — Non-U.S. plans with plan assets ( 888 ) ( 1,017 ) — — All other plans ( 593 ) ( 624 ) ( 812 ) ( 914 ) Funded status at end of year $ ( 2,841 ) $ ( 2,833 ) $ ( 812 ) $ ( 914 ) Amounts recognized in the consolidated balance sheets at Dec 31: Deferred charges and other assets $ 757 $ 889 $ — $ — Accrued and other current liabilities ( 73 ) ( 67 ) ( 77 ) ( 86 ) Pension and other postretirement benefits - noncurrent ( 3,525 ) ( 3,655 ) ( 735 ) ( 828 ) Net amount recognized $ ( 2,841 ) $ ( 2,833 ) $ ( 812 ) $ ( 914 ) Pretax amounts recognized in accumulated other comprehensive loss at Dec 31: Net loss (gain) $ 7,996 $ 7,709 $ ( 417 ) $ ( 402 ) Prior service credit ( 44 ) ( 84 ) — — Pretax balance in accumulated other comprehensive loss at end of year $ 7,952 $ 7,625 $ ( 417 ) $ ( 402 ) 1. The 2024 impact primarily relates to the curtailment, special termination benefits and settlement of certain pension benefit obligations of a European plan resulting from the 2023 Restructuring Program, and the settlement and curtailment impacts of certain pension benefit obligations in Canada, China and Europe. The 2023 impact primarily relates to the transfer of certain pension benefit obligations in the United States and Canada through the purchase of or conversion to annuity contracts from insurance companies, triggering settlement accounting. 2. The 2024 impact primarily relates to the settlement of certain pension benefit obligations of a European plan resulting from the 2023 Restructuring Program and settlement of certain pension benefit obligations in Canada. The 2023 impact primarily relates to the purchase of annuity contracts associated with the transfer of certain pension benefit obligations to insurance companies, triggering settlement accounting. 3. The 2024 and 2023 impacts primarily relate to reversions of pension plan funds for a portion of the excess funding of one of its plans in Europe. A significant component of the overall decrease in the Company's benefit obligation for the year ended December 31, 2024, was due to benefits paid and the change in weighted-average discount rates, which increased from 4.73 percent at December 31, 2023, to 5.13 percent at December 31, 2024. A significant component of the overall decrease in the Company's benefit obligation for the year ended December 31, 2023, was due to the irrevocable transfer of certain benefit obligations to third-party insurance companies, partially offset by the change in weighted-average discount rates, which decreased from 5.18 percent at December 31, 2022, to 4.73 percent at December 31, 2023. 116 Table of Contents The accumulated benefit obligation for all significant pension plans was $ 20.9 billion and $ 22.3 billion at December 31, 2024 and 2023, respectively. Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets at Dec 31 2024 2023 In millions Accumulated benefit obligations $ 17,455 $ 18,612 Fair value of plan assets $ 13,905 $ 14,962 Pension Plans with Projected Benefit Obligations in Excess of Plan Assets at Dec 31 2024 2023 In millions Projected benefit obligations $ 17,502 $ 18,783 Fair value of plan assets $ 13,905 $ 15,060 Net Periodic Benefit Cost (Credit) for All Significant Plans for the Year Ended Dec 31 Defined Benefit Pension Plans Other Postretirement Benefit Plans In millions 2024 2023 2022 2024 2023 2022 Net Periodic Benefit Costs: Service cost $ 57 $ 272 $ 392 $ 3 $ 4 $ 6 Interest cost 1,005 1,110 680 44 45 26 Expected return on plan assets ( 1,380 ) ( 1,539 ) ( 1,686 ) — — — Amortization of prior service credit ( 14 ) ( 26 ) ( 21 ) — — — Amortization of unrecognized (gain) loss 141 89 658 ( 41 ) ( 57 ) ( 15 ) Curtailment/settlement/other 1 ( 10 ) 642 — — — — Net periodic benefit cost (credit) $ ( 201 ) $ 548 $ 23 $ 6 $ ( 8 ) $ 17 Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss: Net (gain) loss $ 444 $ 1,395 $ ( 2,231 ) $ ( 56 ) $ 64 $ ( 317 ) Prior service cost (credit) — 6 ( 25 ) — — — Amortization of prior service credit 14 26 21 — — — Amortization of unrecognized gain (loss) ( 141 ) ( 89 ) ( 658 ) 41 57 15 Curtailment and settlement gain (loss) 1 10 ( 642 ) — — — — Total recognized in other comprehensive (income) loss $ 327 $ 696 $ ( 2,893 ) $ ( 15 ) $ 121 $ ( 302 ) Total recognized in net periodic benefit cost and other comprehensive (income) loss $ 126 $ 1,244 $ ( 2,870 ) $ ( 9 ) $ 113 $ ( 285 ) 1. The 2024 impact primarily relates to the settlement of certain plan obligations of a European plan resulting from the 2023 Restructuring Program and curtailments and settlement of certain pension benefit obligations in Canada, China and Europe. The 2023 impact relates to the settlement of certain pension benefit obligations in the United States and Canada through the purchase of or conversion to annuity contracts from insurance companies. Except for curtailment, special termination benefits, and settlement costs related to the 2023 Restructuring Program, which are included in “Restructuring and asset related charges – net” in the consolidated statements of income, non-service cost components of net periodic benefit cost are included in "Sundry income (expense) - net" in the consolidated statements of income. See Notes 5 and 6 for additional information. 117 Table of Contents Estimated Future Benefit Payments The estimated future benefit payments, reflecting expected future service, as appropriate, are presented in the following table: Estimated Future Benefit Payments at Dec 31, 2024 Defined Benefit Pension Plans Other Postretirement Benefit Plans In millions 2025 1 $ 1,943 $ 79 2026 1,357 76 2027 1,372 75 2028 1,398 73 2029 1,404 71 2030-2034 7,032 313 Total $ 14,506 $ 687 1. Includes benefit payments related to the planned termination of certain U.S. tax qualified pension plans. Plan Assets Plan assets consist primarily of equity and fixed income securities of United States and foreign issuers, and include alternative investments, such as real estate, private equity and absolute return strategies. Plan assets totaled $ 18.2 billion at December 31, 2024 and $ 19.6 billion at December 31, 2023 and included no directly held common stock of Dow Inc. The Company's investment strategy for plan assets is to manage the assets in relation to the liability in order to pay retirement benefits to plan participants over the life of the plans. This is accomplished by identifying and managing the exposure to various market risks, diversifying investments across various asset classes and earning an acceptable long-term rate of return consistent with an acceptable amount of risk, while considering the liquidity needs of the plans. The plans are permitted to use derivative instruments for investment purposes, as well as for hedging the underlying asset and liability exposure and rebalancing the asset allocation. The plans use value-at-risk, stress testing, scenario analysis and Monte Carlo simulations to monitor and manage both the risk within the portfolios and the surplus risk of the plans. Equity securities primarily include investments in large- and small-cap companies located in both developed and emerging markets around the world. Fixed income securities include investment and non-investment grade corporate bonds of companies diversified across industries, U.S. treasuries, non-U.S. developed market securities, U.S. agency mortgage-backed securities, emerging market securities and fixed income related funds. Alternative investments primarily include investments in real estate, private equity and absolute return strategies. Other significant investment types include various insurance contracts and interest rate, equity, commodity and foreign exchange derivative investments and hedges. The Company mitigates the credit risk of investments by establishing guidelines with investment managers that limit investment in any single issue or issuer to an amount that is not material to the portfolio being managed. These guidelines are monitored for compliance both by the Company and external managers. Credit risk related to derivative activity is mitigated by utilizing multiple counterparties, collateral support agreements and centralized clearing, where appropriate. A short-term investment money market fund is utilized as the sweep vehicle for the U.S. plans, which from time to time can represent a significant investment. 118 Table of Contents The weighted-average target allocation for plan assets of the Company's pension plans is summarized as follows: Target Allocation for Plan Assets at Dec 31, 2024 Target Allocation Asset Category Equity securities 20 % Fixed income securities 49 Alternative investments 26 Other investments 5 Total 100 % Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. For pension plan assets classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs. For pension plan assets classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatilities obtained from various market sources. For other pension plan assets for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models. For pension plan assets classified as Level 3 measurements, total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment. Certain pension plan assets are held in funds where fair value is based on an estimated net asset value per share (or its equivalent) as of the most recently available fund financial statements which are received on a monthly or quarterly basis. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Adjustments to valuations are made where appropriate to arrive at an estimated net asset value per share at the measurement date. These funds are not classified within the fair value hierarchy. 119 Table of Contents The following table summarizes the bases used to measure the Company’s pension plan assets at fair value for the years ended December 31, 2024 and 2023: Basis of Fair Value Measurements Dec 31, 2024 Dec 31, 2023 In millions Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 1,319 $ 1,087 $ 232 $ — $ 1,050 $ 987 $ 63 $ — Equity securities: U.S. equity securities $ 1,474 $ 1,466 $ 7 $ 1 $ 1,443 $ 1,431 $ 11 $ 1 Non - U.S. equity securities 1,620 1,488 127 5 1,720 1,584 132 4 Total equity securities $ 3,094 $ 2,954 $ 134 $ 6 $ 3,163 $ 3,015 $ 143 $ 5 Fixed income securities: Debt - government-issued $ 3,805 $ — $ 3,805 $ — $ 4,665 $ 47 $ 4,618 $ — Debt - corporate-issued 3,189 308 2,881 — 4,277 584 3,692 1 Debt - asset-backed 42 — 42 — 43 — 43 — Total fixed income securities $ 7,036 $ 308 $ 6,728 $ — $ 8,985 $ 631 $ 8,353 $ 1 Alternative investments: Private markets $ 1 $ — $ — $ 1 $ 1 $ — $ — $ 1 Real estate 19 19 — — 21 21 — — Derivatives - asset position 242 5 237 — 190 1 189 — Derivatives - liability position ( 423 ) ( 5 ) ( 418 ) — ( 223 ) — ( 223 ) — Total alternative investments $ ( 161 ) $ 19 $ ( 181 ) $ 1 $ ( 11 ) $ 22 $ ( 34 ) $ 1 Other investments $ 1,180 $ — $ 1,180 $ — $ 609 $ 3 $ 606 $ — Subtotal $ 12,468 $ 4,368 $ 8,093 $ 7 $ 13,796 $ 4,658 $ 9,131 $ 7 Investments measured at net asset value: Hedge funds $ 839 $ 820 Private markets 3,556 3,350 Real estate 1,423 1,741 Total investments measured at net asset value $ 5,818 $ 5,911 Items to reconcile to fair value of plan assets: Pension trust receivables 1 $ 81 $ 42 Pension trust payables 2 ( 198 ) ( 115 ) Total $ 18,169 $ 19,634 1. Primarily receivables for investment securities sold. 2. Primarily payables for investment securities purchased. 120 Table of Contents The following table summarizes the changes in the fair value of Level 3 pension plan assets for the years ended December 31, 2024 and 2023: Fair Value Measurement of Level 3 Pension Plan Assets Equity Securities Fixed Income Securities Alternative Investments Total In millions Balance at Jan 1, 2023 $ 6 $ 1 $ 5 $ 12 Actual return on assets: Relating to assets held at Dec 31, 2023 1 — ( 4 ) ( 3 ) Purchases, sales and settlements, net ( 2 ) — — ( 2 ) Balance at Dec 31, 2023 $ 5 $ 1 $ 1 $ 7 Actual return on assets: Relating to assets held at Dec 31, 2024 ( 1 ) — — ( 1 ) Purchases, sales and settlements, net ( 1 ) — — ( 1 ) Transfers into Level 3, net 3 ( 1 ) — 2 Balance at Dec 31, 2024 $ 6 $ — $ 1 $ 7 Defined Contribution Plans U.S. employees may participate in defined contribution plans by contributing a portion of their compensation, which is partially matched by the Company. In addition, beginning on January 1, 2024, all eligible U.S. employees also received an automatic non-elective contribution of 4 percent of eligible compensation to their respective defined contribution plans. Defined contribution plans also cover employees in some subsidiaries in other countries, including Brazil, The Netherlands, Canada, Korea, Spain, Switzerland and the United Kingdom. Expense recognized for all defined contribution plans was $ 312 million in 2024, $ 214 million in 2023 and $ 150 million in 2022. NOTE 20 – STOCK-BASED COMPENSATION The Company grants stock-based compensation to employees and non-employee directors under stock incentive plans, in the form of stock options, stock appreciation rights, PSUs and RSUs. The Company also provides stock-based compensation in the form of the Employee Stock Purchase Plan, which grants eligible employees the right to purchase shares of the Company's common stock at a discounted price. The total stock-based compensation expense included in the consolidated statements of income was $ 159 million, $ 212 million and $ 211 million in 2024, 2023 and 2022, respectively. The income tax benefits related to stock-based compensation arrangements were $ 35 million, $ 47 million and $ 47 million in 2024, 2023 and 2022, respectively. Accounting for Stock-Based Compensation The Company grants stock-based compensation awards that vest over a specified period or upon employees meeting certain performance and/or retirement eligibility criteria. The fair value of equity instruments issued to employees is measured on the grant date. The fair value of liability instruments (granted to executive employees subject to stock ownership requirements, that provide the recipient the option to elect to receive a cash payment equal to the value of the stock award on the date of delivery) is measured at the end of each quarter. The fair value of equity and liability instruments is expensed over the vesting period or, in the case of retirement, from the grant date to the date on which retirement eligibility provisions have been met and additional service is no longer required. The Company estimates expected forfeitures based on historical activity. The Company uses the Black-Scholes option valuation model to estimate the fair value of stock options. The weighted-average assumptions used to calculate total stock-based compensation are included in the following table: Weighted-Average Assumptions 2024 2023 2022 Dividend yield 5.08 % 4.74 % 4.59 % Expected volatility 29.70 % 30.30 % 30.20 % Risk-free interest rate 4.24 % 3.83 % 2.00 % Expected life of stock options granted during period (years) 6.00 6.00 6.25 121 Table of Contents The dividend yield assumption was equal to the dividend yield on the grant date, which reflected the Company's quarterly dividend payments of $ 0.70 per share in 2024, 2023 and 2022 on Dow Inc. common stock. The expected volatility assumptions for the 2024, 2023 and 2022 stock options were based on an equal weighting of the historical daily volatility for the expected term of the awards and current implied volatility from exchange-traded options. The expected volatility assumption for the market portion of the 2024, 2023 and 2022 PSU awards were based on historical daily volatility for the term of the award. The risk-free interest rate was based on the U.S. Treasury strip rates over the expected life of the 2024, 2023 and 2022 options. The expected life of stock options granted was based on an analysis of historical exercise patterns. Stock Incentive Plan The Company has historically granted equity awards under various plans (the "Prior Plans"). On February 9, 2012, the TDCC Board of Directors authorized The Dow Chemical Company 2012 Stock Incentive Plan (the "2012 Plan"), which was approved by stockholders at TDCC's annual meeting on May 10, 2012 ("2012 Plan Effective Date"), and became effective on that date. On February 13, 2014, the TDCC Board of Directors adopted The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan (the "2012 Restated Plan"). The 2012 Restated Plan was approved by stockholders at TDCC's annual meeting on May 15, 2014, and became effective on that date. The Prior Plans were superseded by the 2012 Plan and the 2012 Restated Plan (collectively, the "2012 Plan"). Under the 2012 Plan, the Company granted options, RSUs, PSUs, restricted stock, stock appreciation rights and stock units to employees and non-employee directors, subject to an aggregate limit and annual individual limits. The terms of the grants were fixed at the grant date. TDCC's stock-based compensation programs were assumed by DowDuPont and continued in place with the ability to grant and issue DowDuPont common stock until separation. On April 1, 2019 ("Original Effective Date"), in connection with the separation, the Company adopted the 2019 Stock Incentive Plan (the "2019 Plan"). On February 11, 2021, the Board approved the first amendment, which was approved by the Company's stockholders at the 2021 Annual Meeting of Stockholders held on April 15, 2021. Under the 2019 Plan, as amended in 2021, the Company may grant stock options, RSUs, PSUs, stock appreciation rights and stock units to employees and non-employee directors until the tenth anniversary of the Original Effective Date, subject to an aggregate limit and annual individual limits. The terms of the grants are fixed at the grant date. At December 31, 2024, there were approximately 36 million shares of common stock available for grant under the 2019 Plan. Stock Options The Company grants stock options to certain employees, subject to certain annual and individual limits, with terms of the grants fixed at the grant date. The exercise price of each stock option equals the market price of the common stock on the grant date. Options vest from one year to three years and have a maximum term of ten years . The following table summarizes stock option activity for 2024: Stock Options 2024 Shares in thousands Shares Exercise Price 1 Outstanding at Jan 1, 2024 13,303 $ 56.79 Granted 1,308 $ 55.17 Exercised ( 1,171 ) $ 48.38 Forfeited/Expired ( 70 ) $ 59.75 Outstanding at Dec 31, 2024 13,370 $ 57.35 Remaining contractual life in years 4.55 Aggregate intrinsic value in millions $ — Exercisable at Dec 31, 2024 10,984 $ 57.37 Remaining contractual life in years 3.70 Aggregate intrinsic value in millions $ — 1 . Weighted-average per share. 122 Table of Contents Additional Information about Stock Options In millions, except per share amounts 2024 2023 2022 Weighted-average fair value per share of options granted $ 10.94 $ 12.13 $ 11.08 Total compensation expense for stock option plans $ 13 $ 13 $ 13 Related tax benefit $ 3 $ 3 $ 3 Total amount of cash received from the exercise of options $ 53 $ 77 $ 109 Total intrinsic value of options exercised 1 $ 9 $ 40 $ 73 Related tax benefit $ 2 $ 9 $ 16 1. Difference between the market price at exercise and the price paid by the employee to exercise the options. Total unrecognized compensation cost related to unvested stock option awards of $ 4 million at December 31, 2024, is expected to be recognized over a weighted-average period of 1.54 years. Restricted Stock Units The Company grants RSUs to certain employees and non-employee directors. The grants vest after a designated period of time, one to three years for employees and two years for non-employee directors. The following table shows changes in nonvested RSUs: RSU Awards 2024 Shares in thousands Shares Grant Date Fair Value 1 Nonvested at Jan 1, 2024 3,858 $ 57.87 Granted 2,104 $ 55.14 Vested ( 1,679 ) $ 56.86 Canceled ( 158 ) $ 52.60 Nonvested at Dec 31, 2024 4,125 $ 57.09 1. Weighted-average per share. Additional Information about RSUs In millions, except per share amounts 2024 2023 2022 Weighted-average fair value per share of RSUs granted $ 55.14 $ 58.39 $ 58.60 Total fair value of RSUs vested 1 $ 86 $ 117 $ 102 Related tax benefit $ 19 $ 26 $ 23 Total compensation expense for RSU awards $ 110 $ 103 $ 99 Related tax benefit $ 24 $ 23 $ 22 1. Includes the fair value of shares vested in prior years and delivered in the reporting year. Total unrecognized compensation cost related to RSU awards of $ 90 million at December 31, 2024 is expected to be recognized over a weighted-average period of 1.75 years. At December 31, 2024, approximately 1.8 million RSUs with a grant date weighted-average fair value per share of $ 57.81 had previously vested, but were not issued. These shares are scheduled to be issued to employees within six months to three years or to non-employee directors upon retirement. Performance Stock Units The Company grants PSUs to certain employees. The grants vest when the Company attains specified performance targets, such as return on capital, cumulative cash from operations, environmental, social and governance metrics, and relative total shareholder return, over a predetermined period, generally one year to three years . Performance and payouts are determined independently for each metric. Compensation expense related to PSU awards is recognized over the lesser of the service or performance period. Changes in the fair value of liability instruments are recognized as compensation expense each quarter. 123 Table of Contents The following table shows the PSU awards granted: PSU Awards Target Shares Granted 1 Grant Date Fair Value 2 Shares in thousands Year Performance Period 2024 Various 3 11 $ 51.93 2024 Jan 1, 2024 - Dec 31, 2026 1,366 $ 58.43 2023 Dec 18, 2023 – Dec 18, 2026 3 13 $ 54.25 2023 Jan 1, 2023 – Dec 31, 2025 1,233 $ 64.04 2022 Jan 1, 2022 – Dec 31, 2024 1,157 $ 65.83 1. At the end of the performance period, the actual number of shares issued can range from zero to 200 percent of target shares granted for the Jan 1 - Dec 31, 2024, 2023 and 2022 awards, and zero to 100 percent of target shares granted for the Dec 18, 2023 - Dec 18, 2026 and various 2024 awards. 2. Weighted-average per share. 3. PSU awards granted with a three-year performance period and vest based on completion of a Company initiative. The following table shows changes in nonvested PSUs: PSUs 2024 Shares in thousands Shares Grant Date Fair Value 1 Nonvested at Jan 1, 2024 3,425 $ 63.76 Granted 1,377 $ 58.38 Vested 2 ( 1,140 ) $ 55.42 Canceled ( 43 ) $ 52.02 Nonvested at Dec 31, 2024 3,619 $ 62.44 1. Weighted-average per share. 2. 1,140,477 granted shares were issued at 200 percent. Additional Information about PSUs In millions, except share amounts 2024 2023 2022 Total fair value of PSUs vested and delivered 1 $ 127 $ 77 $ 51 Related tax benefit $ 28 $ 17 $ 11 Total compensation expense for PSU awards $ 9 $ 67 $ 70 Related tax benefit $ 2 $ 15 $ 16 Shares of PSUs settled in cash (in thousands) 2 398 369 162 Total cash paid to settle PSUs 3 $ 44 $ 21 $ 10 1. Includes the fair value of shares vested in prior years and delivered at 200 percent in the reporting year. 2. PSU awards vested in prior years and delivered in the reporting year at 200 percent. 3. Cash paid to certain executive employees for PSU awards vested in prior periods and delivered in the reporting year, equal to the value of the stock award on the date of delivery . Total unrecognized compensation cost related to PSU awards of $ 27 million at December 31, 2024, is expected to be recognized over a weighted-average period of 1.69 years. Employee Stock Purchase Plan The Board unanimously approved the Dow Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which was approved by the Company's stockholders at the 2021 Annual Meeting of Stockholders held on April 15, 2021. Under the 2024 ESPP offering, most employees were eligible to purchase shares of common stock of Dow Inc. valued at up to 10 percent of their annual total base salary or wages. The number of shares purchased was determined using the amount contributed by the employee divided by the plan price. The plan price of the stock was equal to 85 percent of the fair market value (closing price) of the common stock at April 1, 2024 (beginning) or October 4, 2024 (ending) of the offering period, whichever was lower. 124 Table of Contents In 2024, employees subscribed to the right to purchase approximately 2.4 million shares at a weighted-average price of $ 47.04 per share. The plan price was fixed upon the close of the offering period. The shares were delivered to employees in the fourth quarter of 2024. In 2023, employees subscribed to the right to purchase approximately 2.6 million shares at a weighted-average price of $ 42.27 per share. The plan price was fixed upon the close of the offering period. The shares were delivered to employees in the fourth quarter of 2023. In 2022, employees subscribed to the right to purchase approximately 2.7 million shares at a weighted-average price of $ 37.75 per share. The plan price was fixed upon the close of the offering period. The shares were delivered to employees in the fourth quarter of 2022. Additional Information about Employee Stock Purchase Plan In millions, except per share amounts 2024 2023 2022 Weighted-average fair value per share of purchase rights granted $ 11.71 $ 11.75 $ 14.28 Total compensation expense for ESPP $ 27 $ 29 $ 29 Related tax benefit $ 6 $ 6 $ 7 Total amount of cash received from the exercise of purchase rights $ 113 $ 111 $ 103 Total intrinsic value of purchase rights exercised 1 $ 20 $ 20 $ 18 Related tax benefit $ 4 $ 4 $ 4 1. Difference between the market price at exercise and the price paid by the employee to exercise the purchase rights . NOTE 21 – FINANCIAL INSTRUMENTS Refer to Note 22 for a summary of the fair value of financial instruments at December 31, 2024 and 2023. Debt Securities The Company’s investments in debt securities are primarily classified as available-for-sale. The following table provides the investing results from available-for-sale securities for the years ended December 31, 2024, 2023 and 2022. Investing Results In millions 2024 2023 2022 Proceeds from sales of available-for-sale securities $ 1,821 $ 985 $ 543 Gross realized gains $ 36 $ 89 $ 43 Gross realized losses $ 21 $ 26 $ 45 The following table summarizes the contractual maturities of the Company’s investments in debt securities: Contractual Maturities of Debt Securities at Dec 31, 2024 Cost Fair Value In millions Within one year $ 88 $ 78 One to five years 1,224 1,118 Six to ten years 426 405 After ten years 537 432 Total $ 2,275 $ 2,033 Portfolio managers regularly review the Company’s holdings to determine if any investments in debt securities are other-than-temporarily impaired. The analysis includes reviewing the amount of the impairment, as well as the length of time it has been impaired. The credit rating of the issuer, current credit rating trends, the trends of the issuer’s overall sector, the ability of the issuer to pay expected cash flows and the length of time the security has been in a loss position are considered in 125 Table of Contents determining whether unrealized losses represent an other-than-temporary impairment. The Company did not have any credit-related losses in 2024, 2023 or 2022. The following table provides the fair value and gross unrealized losses of the Company’s investments in debt securities that were deemed to be temporarily impaired at December 31, 2024 and 2023, aggregated by investment category: Temporarily Impaired Debt Securities at Dec 31 Less than 12 months 12 months or more Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses In millions 2024 Government debt 1 $ 388 $ ( 18 ) $ 482 $ ( 105 ) $ 870 $ ( 123 ) Corporate bonds 334 ( 55 ) 486 ( 83 ) 820 ( 138 ) Total temporarily impaired debt securities $ 722 $ ( 73 ) $ 968 $ ( 188 ) $ 1,690 $ ( 261 ) 2023 Government debt 1 $ 37 $ ( 2 ) $ 546 $ ( 105 ) $ 583 $ ( 107 ) Corporate bonds 255 ( 98 ) 660 ( 93 ) 915 ( 191 ) Total temporarily impaired debt securities $ 292 $ ( 100 ) $ 1,206 $ ( 198 ) $ 1,498 $ ( 298 ) 1. U.S. Treasury obligations, U.S. agency obligations, U.S. agency mortgage-backed securities and other municipalities' obligations. Equity Securities There were no material adjustments to the carrying value of the not readily determinable investments for impairment or observable price changes for the year ended December 31, 2024. The net unrealized gain recognized in earnings on equity securities totaled $ 1 million for the year ended December 31, 2024 ($ 7 million net unrealized gain for the year ended December 31, 2023). Investments in Equity Securities Dec 31, 2024 Dec 31, 2023 In millions Readily determinable fair value $ 14 $ 17 Not readily determinable fair value $ 153 $ 171 Risk Management The Company’s business operations give rise to market risk exposure due to changes in foreign exchange rates, interest rates, commodity prices and other market factors such as equity prices. To manage such risks effectively, the Company enters into hedging transactions, pursuant to established guidelines and policies that enable it to mitigate the adverse effects of financial market risk. Derivatives used for this purpose are designated as hedges per the accounting guidance related to derivatives and hedging activities, where appropriate. A secondary objective is to add value by creating additional non-specific exposure within established limits and policies; derivatives used for this purpose are not designated as hedges. The potential impact of creating such additional exposure is not material to the Company’s results. Accounting guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value. The Company’s risk management program for interest rate, foreign currency and commodity risks is based on fundamental, mathematical and technical models that take into account the implicit cost of hedging. Risks created by derivative instruments and the mark-to-market valuations of positions are strictly monitored at all times, using value-at-risk and stress tests. Counterparty credit risk arising from these contracts is not significant because the Company minimizes counterparty concentration, deals primarily with major financial institutions of solid credit quality, and the majority of its hedging transactions mature in less than three months. In addition, the Company minimizes concentrations of credit risk through its global orientation by transacting with large, internationally diversified financial counterparties. It is the Company’s policy to not have credit risk-related contingent features in its derivative instruments. No significant concentration of counterparty credit risk existed at December 31, 2024. The Company does not anticipate losses from credit risk, and the net cash requirements arising from counterparty risk associated with risk management activities are not expected to be material in 2025. 126 Table of Contents The Company revises its strategies as market conditions dictate and management reviews its overall financial strategies and the impacts from using derivatives in its risk management program with the Company’s senior leadership who also reviews these strategies with the Board and/or relevant committees thereof. Derivative Instruments The notional amounts of the Company's derivative instruments at December 31, 2024 and 2023, were as follows: Notional Amounts 1 Dec 31, 2024 Dec 31, 2023 In millions Derivatives designated as hedging instruments Interest rate contracts $ 1,870 $ 3,000 Foreign currency contracts $ 3,144 $ 2,316 Derivatives not designated as hedging instruments Interest rate contracts $ 14 $ 59 Foreign currency contracts $ 9,244 $ 5,824 1. Notional amounts represent the absolute value of open derivative positions at the end of the period. Multi-leg option positions are reflected at the maximum notional position at expiration. The notional amounts of the Company's commodity derivatives at December 31, 2024 and 2023, were as follows: Commodity Notionals 1 Dec 31, 2024 Dec 31, 2023 Notional Volume Unit Derivatives designated as hedging instruments Hydrocarbon derivatives 3.2 3.7 million barrels of oil equivalent Derivatives not designated as hedging instruments Hydrocarbon derivatives 1.1 1.4 million barrels of oil equivalent 1. Notional amounts represent the net volume of open derivative positions outstanding at the end of the period. Maturity Dates of Derivatives Designated as Hedging Instruments Year Interest rate contracts 2025 Foreign currency contracts 2026 Commodity contracts 2028 Interest Rate Risk Management The main objective of interest rate risk management is to reduce the total funding cost to the Company and to alter the interest rate exposure to the desired risk profile. To achieve this objective, the Company hedges using interest rate swaps, “swaptions,” and exchange-traded instruments. Foreign Currency Risk Management The global nature of the Company's business requires active participation in the foreign exchange markets. The Company has assets, liabilities and cash flows in currencies other than the U.S. dollar. The primary objective of the Company's foreign currency risk management is to optimize the U.S. dollar value of net assets and cash flows. To achieve this objective, the Company hedges on a net exposure basis using foreign currency forward contracts, over-the-counter option contracts, cross-currency swaps and nonderivative instruments in foreign currencies. Exposures primarily relate to assets, liabilities and bonds denominated in foreign currencies, as well as economic exposure, which is derived from the risk that currency fluctuations could affect the dollar value of future cash flows related to operating activities. Commodity Risk Management The Company has exposure to the prices of commodities in its procurement of certain raw materials. The primary purpose of commodity hedging activities is to manage the price volatility associated with these forecasted inventory purchases. 127 Table of Contents Derivatives Not Designated in Hedging Relationships Foreign Currency Contracts The Company also uses foreign exchange forward contracts, options and cross-currency swaps that are not designated as hedging instruments primarily to manage foreign currency exposure. Commodity Contracts The Company utilizes futures, options and swap instruments that are effective as economic hedges of commodity price exposures, but do not meet hedge accounting criteria for derivatives and hedging, to reduce exposure to commodity price fluctuations on purchases of raw materials and inventory. Interest Rate Contracts The Company uses swap instruments that are not designated as hedging instruments to manage interest rate exposures. The Company uses interest rate swaps, "swaptions," and exchange-traded instruments to accomplish this objective. Total Return Swaps The Company uses total return swaps that are not designated as hedging instruments to manage equity indexed based exposures in employee benefit plans. Accounting for Derivative Instruments and Hedging Activities Cash Flow Hedges For derivatives that are designated and qualify as cash flow hedging instruments, the gain or loss on the derivative is recorded in AOCL; it is reclassified to income in the same period or periods that the hedged transaction affects income. The unrealized amounts in AOCL fluctuate based on changes in the fair value of open contracts at the end of each reporting period. The Company anticipates volatility in AOCL and net income from its cash flow hedges. The amount of volatility varies with the level of derivative activities and market conditions during any period. The portion of the mark-to-market effects of the foreign currency contracts is recorded in AOCL; it is reclassified to income in the same period or periods that the underlying item affects income, except for amounts excluded from the assessment of effectiveness that are recognized in earnings through an amortization approach. Commodity swaps, futures and option contracts with maturities of not more than 60 months are utilized and designated as cash flow hedges of forecasted commodity purchases. The designated portion of the mark-to-market effect of the cash flow hedge instrument is recorded in AOCL; it is reclassified to income in the same period or periods that the underlying commodity purchase affects income. Fair Value Hedges For interest rate instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedge item attributable to the hedged risk are recognized in current period income and reflected as “Interest expense and amortization of debt discount” in the consolidated statements of income, except for amounts excluded from the assessment of effectiveness that are recognized in earnings through an amortization approach. Net Foreign Investment Hedges The Company designates derivatives that qualify as effective net foreign investment hedges, the results of which are presented in the effect of derivative instruments table. The Company also utilizes non-derivative instruments as net foreign investment hedges. The Company had outstanding foreign-currency denominated debt designated as a hedge of net foreign investment of $ 2,466 million at December 31, 2024 ($ 2,629 million at December 31, 2023). 128 Table of Contents The following tables provide the fair value and balance sheet classification of derivative instruments at December 31, 2024 and 2023: Fair Value of Derivative Instruments Dec 31, 2024 Dec 31, 2023 In millions Gross Counterparty and Cash Collateral Netting 1 Net 2 Gross Counterparty and Cash Collateral Netting 1 Net 2 Asset derivatives Derivatives designated as hedging instruments Interest rate contracts 3 $ 20 $ ( 20 ) $ — $ 73 $ ( 73 ) $ — Interest rate contracts 4 — — — 59 ( 56 ) 3 Foreign currency contracts 3 33 ( 15 ) 18 21 ( 5 ) 16 Foreign currency contracts 4 — — — 5 — 5 Commodity contracts 3 25 ( 14 ) 11 27 ( 21 ) 6 Commodity contracts 4 46 ( 36 ) 10 2 ( 1 ) 1 Total $ 124 $ ( 85 ) $ 39 $ 187 $ ( 156 ) $ 31 Derivatives not designated as hedging instruments Interest rate contracts 3 $ — $ — $ — $ 4 $ ( 3 ) $ 1 Foreign currency contracts 3 74 ( 16 ) 58 33 ( 16 ) 17 Commodity contracts 3 16 ( 1 ) 15 33 ( 28 ) 5 Commodity contracts 4 4 ( 3 ) 1 — — — Total $ 94 $ ( 20 ) $ 74 $ 70 $ ( 47 ) $ 23 Total asset derivatives $ 218 $ ( 105 ) $ 113 $ 257 $ ( 203 ) $ 54 Liability derivatives Derivatives designated as hedging instruments Interest rate contracts 5 $ 46 $ ( 20 ) $ 26 $ 95 $ ( 73 ) $ 22 Interest rate contracts 6 — — — 56 ( 56 ) — Foreign currency contracts 5 75 ( 15 ) 60 8 ( 5 ) 3 Foreign currency contracts 6 40 — 40 — — — Commodity contracts 5 16 ( 14 ) 2 34 ( 22 ) 12 Commodity contracts 6 37 ( 36 ) 1 2 ( 1 ) 1 Total $ 214 $ ( 85 ) $ 129 $ 195 $ ( 157 ) $ 38 Derivatives not designated as hedging instruments Interest rate contracts 5 $ 1 $ — $ 1 $ 3 $ ( 3 ) $ — Foreign currency contracts 5 27 ( 16 ) 11 38 ( 16 ) 22 Commodity contracts 5 8 ( 1 ) 7 34 ( 28 ) 6 Commodity contracts 6 4 ( 3 ) 1 — — — Total $ 40 $ ( 20 ) $ 20 $ 75 $ ( 47 ) $ 28 Total liability derivatives $ 254 $ ( 105 ) $ 149 $ 270 $ ( 204 ) $ 66 1. Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty. 2. Represents the net amounts included in the consolidated balance sheets. 3. Included in "Other current assets" in the consolidated balance sheets. 4. Included in "Deferred charges and other assets" in the consolidated balance sheets. 5. Included in "Accrued and other current liabilities" in the consolidated balance sheets. 6. Included in "Other noncurrent obligations" in the consolidated balance sheets. 129 Table of Contents Assets and liabilities related to forward contracts, interest rate swaps, currency swaps, options and other conditional or exchange contracts executed with the same counterparty under a master netting arrangement are netted. Collateral accounts are netted with corresponding assets or liabilities, when applicable. The Company posted cash collateral of $ 16 million at December 31, 2024 ($ 22 million at December 31, 2023). No cash collateral was posted by counterparties with the Company at December 31, 2024 and December 31, 2023. The following table summarizes the gain (loss) of derivative instruments in the consolidated statements of income and comprehensive income for the years ended December 31, 2024, 2023 and 2022: Effect of Derivative Instruments Gain (loss) recognized in OCI 1 Gain (loss) recognized in income 2 In millions 2024 2023 2022 2024 2023 2022 Derivatives designated as hedging instruments: Fair value hedges: Interest rate contracts 3, 4 $ — $ — $ — $ ( 40 ) $ — $ — Excluded components 3, 5 6 ( 18 ) — — — — Cash flow hedges: Interest rate contracts 3 8 5 239 ( 13 ) ( 10 ) ( 10 ) Foreign currency contracts 6 ( 72 ) 20 5 6 2 13 Commodity contracts 6 28 ( 152 ) 166 — ( 242 ) 310 Excluded components 5, 6 ( 8 ) ( 4 ) — ( 7 ) — — Net foreign investment hedges: Foreign currency contracts 20 60 34 — — — Excluded components 5, 7 26 36 59 18 29 44 Total derivatives designated as hedging instruments $ 8 $ ( 53 ) $ 503 $ ( 36 ) $ ( 221 ) $ 357 Derivatives not designated as hedging instruments: Interest rate contracts 3 $ — $ — $ — $ — $ — $ ( 1 ) Foreign currency contracts 7 — — — 183 ( 156 ) ( 249 ) Commodity contracts 6 — — — 12 1 48 Total return swap 6 — — — 44 14 — Total derivatives not designated as hedging instruments $ — $ — $ — $ 239 $ ( 141 ) $ ( 202 ) Total derivatives $ 8 $ ( 53 ) $ 503 $ 203 $ ( 362 ) $ 155 1. OCI is defined as other comprehensive income (loss). 2. Pretax amounts. 3. Included in "Interest expense and amortization of debt discount" in the consolidated statements of income. 4. Gain (loss) recognized in income of derivatives is offset by gain (loss) recognized in income of the hedged item. 5. The excluded components are related to the time value of the derivatives designated as hedges. 6. Included in "Cost of sales" in the consolidated statements of income. 7. Included in "Sundry income (expense) - net" in the consolidated statements of income. The following table provides the net after-tax gain (loss) expected to be reclassified from AOCL to income within the next 12 months: Expected Reclassifications from AOCL within the next 12 months Dec 31, 2024 Cash flow hedges: Interest rate contracts $ ( 4 ) Commodity contracts $ 9 Foreign currency contracts $ 6 Excluded components $ ( 4 ) Net foreign investment hedges: Excluded components $ 5 130 Table of Contents NOTE 22 – FAIR VALUE MEASUREMENTS Fair Value Measurements on a Recurring Basis The following table summarizes the bases used to measure certain assets and liabilities at fair value on a recurring basis: Fair Value Measurements on a Recurring Basis Dec 31, 2024 Dec 31, 2023 In millions Fair Value Level Cost Gain Loss Fair Value Cost Gain Loss Fair Value Assets at fair value: Cash equivalents: Held-to-maturity securities 1 Level 2 $ 96 $ — $ — $ 96 $ 485 $ — $ — $ 485 Money market funds Level 2 1,164 — — 1,164 663 — — 663 Marketable securities 2 Level 2 453 — ( 70 ) 383 1,361 — ( 61 ) 1,300 Nonconsolidated affiliates 3 Level 3 — 7 Other investments: Debt securities: 4 Government debt 5 Level 2 1,103 13 ( 123 ) 993 766 3 ( 107 ) 662 Corporate bonds Level 1 18 — ( 1 ) 17 24 — ( 3 ) 21 Corporate bonds Level 2 954 6 ( 88 ) 872 1,148 17 ( 99 ) 1,066 Corporate bonds Level 3 200 — ( 49 ) 151 200 — ( 89 ) 111 Equity securities 4, 6 Level 1 4 10 — 14 5 12 — 17 Derivatives relating to: 7 Interest rates Level 2 — 20 — 20 — 136 — 136 Foreign currency Level 2 — 107 — 107 — 59 — 59 Commodities Level 1 — 4 — 4 — 2 — 2 Commodities Level 2 — 87 — 87 — 60 — 60 Total assets at fair value $ 3,908 $ 4,589 Liabilities at fair value: Long-term debt including debt due within one year 8 Level 2 $ ( 16,208 ) $ 1,487 $ ( 484 ) $ ( 15,205 ) $ ( 15,024 ) $ 1,089 $ ( 747 ) $ ( 14,682 ) Guarantee liability 9 Level 3 ( 155 ) ( 178 ) Derivatives relating to: 7 Interest rates Level 2 — — ( 47 ) ( 47 ) — — ( 154 ) ( 154 ) Foreign currency Level 2 — — ( 142 ) ( 142 ) — — ( 46 ) ( 46 ) Commodities Level 1 — — ( 1 ) ( 1 ) — — ( 2 ) ( 2 ) Commodities Level 2 — — ( 64 ) ( 64 ) — — ( 68 ) ( 68 ) Total liabilities at fair value $ ( 15,614 ) $ ( 15,130 ) 1. The Company's held-to-maturity securities primarily relate to treasury bills and time deposits and are included in "Cash and cash equivalents" in the consolidated balance sheets. 2. The Company's investments in marketable securities are included in "Other current assets" in the consolidated balance sheets. 3. Estimated asset for an investment in a limited liability company included in "Investment in nonconsolidated affiliates" in the consolidated balance sheets. 4. The Company's investments in debt securities, which are primarily available-for-sale, and equity securities are included in "Other investments" in the consolidated balance sheets. 5. U.S. Treasury obligations, U.S. agency obligations, U.S. agency mortgage-backed securities and other municipalities' obligations. 6. Equity securities with a readily determinable fair value. 7. See Note 21 for the classification of derivatives in the consolidated balance sheets. 8. Cost includes fair value hedge adjustment gains of $ 9 million at December 31, 2024 and $ 49 million at December 31, 2023 on $ 5,129 million of debt at December 31, 2024 and $ 4,479 million of debt at December 31, 2023. 9. Estimated liability for TDCC's guarantee of Sadara's debt which is included in "Other noncurrent obligations" in the consolidated balance sheets. See Note 15 for additional information. Cost approximates fair value for all other financial instruments. 131 Table of Contents For assets and liabilities classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs. For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatilities obtained from various market sources. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks. For all other assets and liabilities for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models. See Note 21 for further information on the types of instruments used by the Company for risk management. There were no transfers between Levels 1 and 2 in the years ended December 31, 2024 and 2023. For assets classified as Level 3 measurements, fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity. The Level 3 asset value represents the fair value of an investment in a corporate bond, accounted for as a debt security. At December 31, 2023, the level 3 asset values also included an investment in a limited liability company, accounted for as an investment in nonconsolidated affiliates, and with no unfunded commitment. The following table summarizes the changes in fair value measurements of the investment in a corporate bond using Level 3 inputs for the year ended December 31, 2024: Fair Value Measurements Using Level 3 Inputs for Investment in Corporate Bond at Dec 31, 2024 2023 In millions Balance at Jan 1 $ 111 $ — Recognition of asset 1 — 200 Gain (Loss) included in AOCL 2 40 ( 89 ) Balance at Dec 31 $ 151 $ 111 1. Included in "Other investments" in the consolidated balance sheets. 2. Included in "Accumulated other comprehensive loss" in the consolidated balance sheets. For liabilities classified as Level 3 measurements, the fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity. The fair value of the Company’s accrued liability related to the guarantee of Sadara's debt is in proportion to the Company's 35 percent ownership interest in Sadara. The estimated fair value of the guarantee was calculated using a "with" and "without" method. The fair value of the debt was calculated "with" the guarantee less the fair value of the debt "without" the guarantee. The "with" and "without" values were calculated using a discounted cash flow method based on contractual cash flows as well as projected prepayments made on the debt by Sadara. See Note 15 for further information on guarantees classified as Level 3 measurements. 132 Table of Contents The following table summarizes the changes in fair value measurements using Level 3 inputs for the years ended December 31, 2024 and 2023: Fair Value Measurements Using Level 3 Inputs for Accrued Liability of Sadara Guarantee at Dec 31, 2024 2023 In millions Balance at Jan 1 $ ( 178 ) $ ( 199 ) Gain included in earnings 1 23 21 Balance at Dec 31 $ ( 155 ) $ ( 178 ) 1. Included in "Equity in earnings (losses) of nonconsolidated affiliates" in the consolidated income statements. For equity securities calculated at net asset value per share (or its equivalent), the Company had $ 90 million in private equity and $ 15 million in real estate at December 31, 2024 ($ 86 million in private equity and $ 18 million in real estate at December 31, 2023). There are no redemption restrictions and the unfunded commitments on these investments were $ 81 million at December 31, 2024 ($ 75 million at December 31, 2023). Fair Value Measurements on a Nonrecurring Basis The following table summarizes the bases used to measure certain assets at fair value on a nonrecurring basis in the consolidated balance sheets: Basis of Fair Value Measurements on a Nonrecurring Basis at Dec 31 (Level 3) Total Losses In millions 2024 Assets at fair value: Long-lived assets and other assets $ 60 $ 53 2023 Assets at fair value: Long-lived assets and other assets $ 9 $ 191 2024 Fair Value Measurements on a Nonrecurring Basis As part of the 2023 Restructuring Program, the Company recorded impairment charges for asset write-downs and write-offs of $ 8 million related to the shutdown of certain polyurethanes assets (Industrial Intermediates & Infrastructure), $ 7 million related to the shutdown of certain silicones assets (Performance Materials & Coatings) and $ 1 million related to Corporate, included in "Restructuring and asset related charges - net" in the consolidated statements of income. In 2024, the Company recorded impairment charges of $ 37 million related primarily to write-downs of certain manufacturing assets in the United States and Italy. The assets, classified as Level 3 measurements, were valued at $ 60 million using unobservable inputs. The impairment charges were included in "Restructuring and asset related charges - net" in the consolidated statements of income and related to Packaging & Specialty Plastics. 2023 Fair Value Measurements on a Nonrecurring Basis As part of the 2023 Restructuring Program, the Company has or will shut down a number of manufacturing facilities, corporate facilities and miscellaneous assets around the world. The assets associated with this plan were written down to zero. Impairments of leased, non-manufacturing facilities, which were classified as Level 3 measurements, resulted in a write-down of right-of-use assets to a fair value of $ 9 million using unobservable inputs. The impairment charges related to the 2023 Restructuring Program, totaling $ 191 million, were included in "Restructuring and asset related charges - net" in the consolidated statements of income and related to Packaging & Specialty Plastics ($ 1 million), Industrial Intermediates & Infrastructure ($ 50 million), Performance Materials & Coatings ($ 49 million) and Corporate ($ 91 million). See Note 5 for additional information on the Company's restructuring activities. The Company's fair value measurements on a nonrecurring basis were insignificant in 2022. 133 Table of Contents NOTE 23 – VARIABLE INTEREST ENTITIES Consolidated Variable Interest Entities ("VIEs") The Company holds a variable interest in the following joint ventures or entities for which it is the primary beneficiary: Asia Pacific Joint Ventures The Company has variable interests in two joint ventures that own and operate manufacturing and logistics facilities, which produce chemicals and provide services in Asia Pacific. The Company's variable interests in these joint ventures relate to arrangements between the joint ventures and the Company, involving the majority of the output on take-or-pay terms with pricing ensuring a guaranteed return to the joint ventures. Ethylene Storage Joint Venture The Company has variable interests in a joint venture that provides ethylene storage in Alberta, Canada. The Company's variable interests relate to arrangements involving a majority of the joint venture's storage capacity on take-or-pay terms with pricing ensuring a guaranteed return to the joint venture; and favorably priced leases provided to the joint venture. The Company provides the joint venture with operation and maintenance services and utilities. Accounts Receivable Monetization The Company holds a variable interest in an entity created to monetize accounts receivable of select European entities. The Company is the primary beneficiary of this entity as a result of holding subordinated notes while maintaining servicing responsibilities for the accounts receivable. Assets and Liabilities of Consolidated VIEs The Company's consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in "Net income attributable to noncontrolling interests" in the consolidated statements of income and "Noncontrolling interests" in the consolidated balance sheets. The following table summarizes the carrying amounts of these entities’ assets and liabilities included in the Company’s consolidated balance sheets at December 31, 2024 and 2023: Assets and Liabilities of Consolidated VIEs at Dec 31 In millions 2024 2023 Cash and cash equivalents $ 22 $ 26 Other current assets 250 130 Net property 122 139 Other noncurrent assets 15 15 Total assets 1 $ 409 $ 310 Current liabilities $ 24 $ 26 Other noncurrent obligations 13 12 Total liabilities 2 $ 37 $ 38 1. Restricted assets totaled $ 192 million and $ 216 million at December 31, 2024 and 2023, respectively. 2. All liabilities were nonrecourse at December 31, 2024 and 2023. Amounts presented in the consolidated balance sheets and the table above as restricted assets or nonrecourse obligations relating to consolidated VIEs at December 31, 2024 and 2023, are adjusted for intercompany eliminations. Upon closing of the transaction discussed in Note 18, Dow InfraCo, LLC is expected to be disclosed as a consolidated VIE of the Company. 134 Table of Contents Nonconsolidated VIEs The Company holds a variable interest in the following entities for which the Company is not the primary beneficiary: Silicon Joint Ventures The Company holds minority voting interests in certain joint ventures that produce silicon inputs for the Company. These joint ventures operate under supply agreements that sell inventory to the equity owners using pricing mechanisms that guarantee a return, therefore shielding the joint ventures from the obligation to absorb expected losses. As a result of the pricing mechanisms of these agreements, these entities are determined to be VIEs. The Company is not the primary beneficiary, as it does not hold the power to direct the activities that most significantly impact the economic performance of these entities; therefore, the entities are accounted for under the equity method of accounting. The Company's maximum exposure to loss as a result of its involvement with these variable interest entities is determined to be the carrying value of the investment in these entities. At December 31, 2024, the Company's investment in these joint ventures was $ 143 million ($ 134 million at December 31, 2023), classified as "Investment in nonconsolidated affiliates" in the consolidated balance sheets, representing the Company's maximum exposure to loss. NOTE 24 – RELATED PARTY TRANSACTIONS TDCC has committed to fund Dow Inc.'s dividends paid to common stockholders and share repurchases, as approved by the Board from time to time, as well as certain governance expenses. Funding is accomplished through intercompany loans. TDCC's Board of Directors reviews and determines a dividend distribution to Dow Inc. to settle the intercompany loans. The following table summarizes cash dividends TDCC declared and paid to Dow Inc. for the years ended 2024, 2023 and 2022. TDCC Dividends 2024 2023 2022 In millions Dividends declared 1 $ 2,578 $ 2,510 $ 4,375 Cash dividends paid $ 2,485 $ 2,510 $ 4,375 1. Dividends declared for the year ended December 31, 2024 included $ 93 million of non-cash dividends. At December 31, 2024 and 2023, TDCC's intercompany loan balance with Dow Inc. was insignificant. NOTE 25 – SEGMENTS AND GEOGRAPHIC REGIONS Sales are attributed to geographic region based on customer location; long-lived assets are attributed to geographic region based on asset location. Geographic Region Information United States EMEAI Rest of World Total In millions 2024 Sales to external customers $ 15,304 $ 13,958 $ 13,702 $ 42,964 Long-lived assets $ 15,216 $ 2,726 $ 4,062 $ 22,004 2023 Sales to external customers $ 15,328 $ 14,537 $ 14,757 $ 44,622 Long-lived assets $ 15,012 $ 2,681 $ 3,373 $ 21,066 2022 Sales to external customers $ 19,336 $ 19,631 $ 17,935 $ 56,902 Long-lived assets $ 14,638 $ 2,578 $ 3,226 $ 20,442 135 Table of Contents 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., "Income 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. Segment Operating EBIT 1 Pack. & Spec. Plastics Ind. Interm. & Infrast. Perf. Materials & Coatings Operating Segment Total In millions 2024 Net sales $ 21,776 $ 11,869 $ 8,574 $ 42,219 Cost of sales 18,540 11,215 7,479 37,234 SARD 2 977 518 690 2,185 Equity in earnings (losses) of nonconsolidated affiliates 81 ( 102 ) 11 ( 10 ) Other segment income (expense) items 3 33 91 ( 98 ) 26 Segment Operating EBIT 4 $ 2,373 $ 125 $ 318 $ 2,816 2023 Net sales $ 23,149 $ 12,538 $ 8,497 $ 44,184 Cost of sales 19,563 11,654 7,548 38,765 SARD 2 964 574 690 2,228 Equity in earnings (losses) of nonconsolidated affiliates 130 ( 276 ) 20 ( 126 ) Other segment income (expense) items 3 ( 52 ) 90 ( 60 ) ( 22 ) Segment Operating EBIT 4 $ 2,700 $ 124 $ 219 $ 3,043 2022 Net sales $ 29,260 $ 16,606 $ 10,764 $ 56,630 Cost of sales 24,564 14,572 8,636 47,772 SARD 2 950 594 743 2,287 Equity in earnings (losses) of nonconsolidated affiliates 359 ( 91 ) 10 278 Other segment income (expense) items 3 5 69 ( 67 ) 7 Segment Operating EBIT 4 $ 4,110 $ 1,418 $ 1,328 $ 6,856 1. Significant expense categories are presented on an operating basis, net of the impact of significant items. 2. SARD includes selling, general and administrative and research and development expenses. 3. Other segment items includes amortization of intangibles and sundry income (expense) - net. 4. Segment Operating EBIT for TDCC in 2024, 2023 and 2022, is substantially the same as that of Dow Inc. and therefore is not disclosed separately in the table above. A reconciliation of "Segment Operating EBIT" to "Income before income taxes" is provided in the following table. Reconciliation of "Segment Operating EBIT" to "Income Before Income Taxes" 2024 2023 2022 In millions Segment Operating EBIT $ 2,816 $ 3,043 $ 6,856 + Corporate Operating EBIT ( 228 ) ( 265 ) ( 266 ) + Interest income 200 229 173 - Interest expense and amortization of debt discount 811 746 662 + Significant items ( 377 ) ( 1,605 ) ( 11 ) Income before income taxes $ 1,600 $ 656 $ 6,090 136 Table of Contents Other Segment Information Pack. & Spec. Plastics Ind. Interm. & Infrast. Perf. Materials & Coatings Operating Segment Total Corp. 1 Total In millions 2024 Net sales $ 21,776 $ 11,869 $ 8,574 $ 42,219 $ 745 $ 42,964 Depreciation and amortization $ 1,483 $ 599 $ 776 $ 2,858 $ 36 $ 2,894 Capital expenditures $ 1,949 $ 675 $ 316 $ 2,940 $ — $ 2,940 Operating EBIT $ 2,373 $ 125 $ 318 $ 2,816 $ ( 228 ) $ 2,588 2023 Net sales $ 23,149 $ 12,538 $ 8,497 $ 44,184 $ 438 $ 44,622 Depreciation and amortization $ 1,285 $ 524 $ 778 $ 2,587 $ 24 $ 2,611 Capital expenditures $ 1,457 $ 477 $ 422 $ 2,356 $ — $ 2,356 Operating EBIT $ 2,700 $ 124 $ 219 $ 3,043 $ ( 265 ) $ 2,778 2022 Net sales $ 29,260 $ 16,606 $ 10,764 $ 56,630 $ 272 $ 56,902 Depreciation and amortization $ 1,396 $ 550 $ 789 $ 2,735 $ 23 $ 2,758 Capital expenditures $ 1,069 $ 385 $ 369 $ 1,823 $ — $ 1,823 Operating EBIT $ 4,110 $ 1,418 $ 1,328 $ 6,856 $ ( 266 ) $ 6,590 1. Corporate contains the reconciliation between the totals for the operating segments and the Company's totals. Net sales for Corporate are primarily related to insurance operations. Corporate expenses are primarily related to insurance operations, salaries and wages and non-business aligned environmental and legal costs. Segment Asset Information Pack. & Spec. Plastics Ind. Interm. & Infrast. Perf. Materials & Coatings Operating Segment Total Corp. Total In millions 2024 Total assets $ 29,034 $ 11,928 $ 11,170 $ 52,132 $ 5,180 $ 57,312 Investments in nonconsolidated affiliates 1 $ 711 $ 367 $ 146 $ 1,224 $ 42 $ 1,266 2023 Total assets $ 28,692 $ 11,993 $ 12,080 $ 52,765 $ 5,202 $ 57,967 Investments in nonconsolidated affiliates 1 $ 705 $ 384 $ 136 $ 1,225 $ 42 $ 1,267 2022 Total assets $ 30,017 $ 12,883 $ 13,028 $ 55,928 $ 4,675 $ 60,603 Investments in nonconsolidated affiliates 1 $ 846 $ 454 $ 115 $ 1,415 $ 174 $ 1,589 1. See Note 11 for additional information regarding the Company's investments in nonconsolidated affiliates. The following tables summarize the pretax impact of significant items by segment that are excluded from Operating EBIT: Significant Items by Segment for 2024 Pack. & Spec. Plastics Ind. Interm. & Infrast. Perf. Materials & Coatings Operating Segment Total Corp. Total In millions Restructuring, implementation and efficiency costs, and asset related charges - net 1 $ ( 37 ) $ ( 8 ) $ 11 $ ( 34 ) $ ( 281 ) $ ( 315 ) Indemnification and other transaction related costs 2 — — — — ( 62 ) ( 62 ) Total $ ( 37 ) $ ( 8 ) $ 11 $ ( 34 ) $ ( 343 ) $ ( 377 ) 1. Includes restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program. Also includes gains associated with a previously impaired equity investment and impairment charges related to the write-down of certain manufacturing assets. See Note 5 for additional information. 2. Includes charges associated with agreements entered into with DuPont and Corteva as part of the separation and distribution which, among other matters, provides for cross-indemnities and allocations of obligations and liabilities for periods prior to, at and after the completion of the separation. Also includes a charge related to an arbitration settlement agreement for historical product claims from a divested business. See Note 15 for additional information. 137 Table of Contents Significant Items by Segment for 2023 Pack. & Spec. Plastics Ind. Interm. & Infrast. Perf. Materials & Coatings Operating Segment Total Corp. Total In millions Restructuring, implementation and efficiency costs, and asset related charges - net 1 $ ( 1 ) $ ( 50 ) $ ( 67 ) $ ( 118 ) $ ( 623 ) $ ( 741 ) Litigation related charges, awards and adjustments 2 106 ( 177 ) — ( 71 ) — ( 71 ) Argentine peso devaluation 3 ( 52 ) ( 16 ) — ( 68 ) ( 109 ) ( 177 ) Pension settlement charges 4 — — — — ( 642 ) ( 642 ) Indemnification and other transaction related costs 5 — — — — 26 26 Total $ 53 $ ( 243 ) $ ( 67 ) $ ( 257 ) $ ( 1,348 ) $ ( 1,605 ) 1. Includes restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program, partially offset by a credit related to a prior restructuring program. Also includes certain gains and losses associated with previously impaired equity investments. 2. Includes a loss associated with legacy agricultural products groundwater contamination matters, partially offset by a gain associated with a legal matter with Nova Chemicals Corporation. See Note 15 for additional information. 3. Foreign currency losses and inventory valuation impacts related to the devaluation of the Argentine peso by the Argentina government in December 2023. 4. Non-cash settlement charges related to the purchase of nonparticipating group annuity contracts for certain Company pension plans in the United States and Canada. See Note 19 for additional information. 5. Primarily related to charges associated with agreements entered into with DuPont and Corteva as part of the separation and distribution which, among other matters, provides for cross-indemnities and allocations of obligations and liabilities for periods prior to, at and after the completion of the separation. Significant Items by Segment for 2022 Pack. & Spec. Plastics Ind. Interm. & Infrast. Perf. Materials & Coatings Operating Segment Total Corp. Total In millions Digitalization program costs 1 $ — $ — $ — $ — $ ( 230 ) $ ( 230 ) Restructuring, implementation costs and asset related charges - net 2 — — — — ( 40 ) ( 40 ) Russia / Ukraine conflict charges 3 ( 8 ) ( 73 ) ( 6 ) ( 87 ) ( 31 ) ( 118 ) Loss on early extinguishment of debt 4 — — — — ( 8 ) ( 8 ) Litigation related charges, awards and adjustments 5 321 — — 321 60 381 Indemnification and other transaction related costs 6 — — — — 4 4 Total $ 313 $ ( 73 ) $ ( 6 ) $ 234 $ ( 245 ) $ ( 11 ) 1. Includes costs associated with implementing the Company's Digital Acceleration program. 2. Includes costs associated with implementing the Company's 2020 Restructuring Program. 3. Asset related charges due to the Russia and Ukraine conflict. See Note 5 for additional information. 4. The Company redeemed outstanding long-term debt resulting in a loss on early extinguishment. See Note 14 for additional information. 5. Includes a gain associated with a legal matter with Nova Chemicals Corporation and a gain related to an adjustment of the Dow Silicones breast implant liability. See Note 15 for additional information. 6. Primarily related to charges associated with agreements entered into with DuPont and Corteva as part of the separation and distribution which, among other matters, provides for cross-indemnities and allocations of obligations and liabilities for periods prior to, at and after the completion of the separation. 138 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.