Financial Performance - The Company reported net sales of $10.0 billion in Q3 2025, down 8% from $10.9 billion in Q3 2024, with declines across all operating segments[199]. - Net sales in Q3 2025 were $10.0 billion, down 8% from $10.9 billion in Q3 2024, with local price down 8% and volume down 1%[203]. - For the first nine months of 2025, net sales were $30.5 billion, a decrease of 6% from $32.6 billion in the same period last year, with local price down 6%[204]. - Cost of sales in Q3 2025 was $9.2 billion, down from $9.8 billion in Q3 2024, with COS as a percentage of net sales increasing to 92.7% from 90.2%[205]. - Net income available for Dow Inc. common stockholders was $62 million, or $0.08 per share, in Q3 2025, down from $214 million, or $0.30 per share, in Q3 2024[223]. - The company's share of equity in losses of nonconsolidated affiliates was $72 million in Q3 2025, compared to earnings of $2 million in Q3 2024[212]. - Interest expense and amortization of debt discount increased to $221 million in Q3 2025 from $199 million in Q3 2024[215]. - Net income attributable to noncontrolling interests was $62 million in Q3 2025, compared to $26 million in Q3 2024[221]. Cost Management and Restructuring - The Company announced targeted cost actions to reduce structural costs by $1 billion over the next two years, including a workforce reduction of approximately 1,500 roles[192]. - The company recorded pretax restructuring charges of $591 million in Q2 2025, with additional charges of $23 million in Q3 2025[210]. - The 2025 Restructuring Program is expected to incur additional cash expenditures of approximately $650 million over the next four years[286]. Capital Expenditures and Investments - Dow's capital expenditures for 2025 were reduced to $2.5 billion from an original plan of $3.5 billion due to ongoing macroeconomic volatility[193]. - Capital expenditures for the first nine months of 2025 were $1,911 million, down from $2,173 million in the same period of 2024, with full-year capital spending expected to be approximately $2.5 billion[250]. Cash Flow and Liquidity - Cash provided by operating activities for continuing operations was $1,130 million in Q3 2025, up from $800 million in Q3 2024, driven by working capital improvements[201]. - Cash provided by operating activities from continuing operations was $764 million in the first nine months of 2025, down from $2,092 million in the same period of 2024[246]. - The Company had cash and cash equivalents of $4,609 million at September 30, 2025, up from $2,189 million at December 31, 2024[244]. - Current assets increased to $19,646 million in September 2025 from $16,590 million in December 2024, while current liabilities decreased to $10,104 million from $10,288 million[248]. - Net working capital rose to $9,542 million in September 2025, up from $6,302 million in December 2024, resulting in a current ratio of 1.94:1[248]. - The company maintained cash and committed liquidity of $14.5 billion as of September 30, 2025, with no long-term debt maturities due until 2027[259]. Debt and Financing - Total debt as of September 30, 2025, was $18,255 million, with net debt at $13,149 million, reflecting a net debt to total capitalization ratio of 40.8%[270]. - The Company issued $1 billion of senior unsecured notes in Q1 2025, with $943 million tendered and retired, resulting in a pretax loss of $60 million[273][274]. - In Q3 2025, the Company issued $1.4 billion of senior unsecured notes and recognized a pretax loss of $18 million on the early extinguishment of debt[275]. - As of September 30, 2025, TDCC's long-term debt obligations totaled $18.353 billion, with expected cash requirements for interest at $13.803 billion[290]. Market Risk and Financial Instruments - The company provided quantitative and qualitative disclosures about market risk in its annual report for the year ended December 31, 2024[301]. - Financial instruments utilization and sensitivity analysis were discussed in the combined Dow Inc. and TDCC Annual Report[301]. - The report emphasizes the importance of understanding the sensitivity of financial instruments[301]. - The company highlighted its approach to managing market risk through various financial instruments[301]. - The annual report includes a comprehensive analysis of market risk factors affecting the company[301]. - The sensitivity analysis aims to provide insights into potential financial impacts[301]. - The company aims to enhance transparency regarding its financial risk management strategies[301]. - The disclosures are intended to inform stakeholders about the company's risk exposure[301]. - The report is part of the company's commitment to regulatory compliance and investor communication[301]. Dividends and Shareholder Returns - The Company declared a quarterly dividend of $0.35 per share, a 50% reduction compared to the previous quarter, reflecting a balanced capital allocation approach[196]. - For the first nine months of 2025, the Company declared dividends totaling $1,225 million and paid $1,237 million to common stockholders[280]. - The Company has a share repurchase program with $931 million remaining available for repurchases as of September 30, 2025, with no repurchases made in 2025[282]. Segment Performance - Packaging & Specialty Plastics net sales were $4,891 million in Q3 2025, down 11% from $5,516 million in Q3 2024, with local price down 10%[227]. - Operating EBIT for Packaging & Specialty Plastics was $199 million in Q3 2025, a decrease of $419 million from $618 million in Q3 2024, primarily due to lower integrated margins[229]. - Industrial Intermediates & Infrastructure net sales were $2,834 million in Q3 2025, down 4% from $2,962 million in Q3 2024, with local price down 8%[232]. - Operating EBIT for Industrial Intermediates & Infrastructure was a loss of $47 million in Q3 2025, an improvement of $6 million from a loss of $53 million in Q3 2024[233]. - Performance Materials & Coatings net sales were $2,082 million in Q3 2025, down 6% from $2,214 million in Q3 2024, with local price down 5%[237]. - Operating EBIT for Performance Materials & Coatings was $80 million in Q3 2025, down $60 million from $140 million in Q3 2024, primarily due to margin compression[238]. Claims and Legal Matters - The Company reported 6,501 unresolved asbestos-related claims as of September 30, 2025, an increase from 5,370 in 2024[299]. - Credit ratings for TDCC as of September 30, 2025, included BBB from Fitch, Baa2 from Moody's, and BBB from Standard & Poor's, with a negative outlook from Moody's and S&P[277][278].

Core Viewpoint - A class action lawsuit has been filed against Dow, Inc. for allegedly making materially false and misleading statements regarding its business operations and financial condition during the specified class period from January 30, 2025, to July 23, 2025 [1][7]. Allegation Details - Defendants are accused of overstating Dow's ability to manage macroeconomic and tariff-related challenges, as well as its financial flexibility to support dividends [3]. - The negative impacts of competitive pressures, declining global sales, and product oversupply on Dow's business were allegedly understated [3]. - Public statements made by the defendants were claimed to be materially false and misleading throughout the relevant period [3]. Next Steps - Investors who purchased Dow shares and experienced losses are encouraged to contact the law firm for more information regarding their rights and potential claims [4]. - The deadline for investors to apply to be appointed as lead plaintiff in the lawsuit is October 28, 2025 [7]. About the Law Firm - Bragar Eagel & Squire, P.C. is a nationally recognized law firm that represents individual and institutional investors in complex litigation across various courts [5].

Market Overview - The S&P 500 is currently experiencing volatility but remains within its intraday range established on October 10, with a high of 6762.40 and a low of 6550.78 [2] - As of Thursday, the S&P 500 is up 0.4%, marking its ninth consecutive session without breaking above or below the aforementioned range [2] - The Dow Jones Industrial Average increased by 34 points, or 0.1%, while the Nasdaq Composite rose by 0.7% [2]

Core Insights - Dow Inc. reported a revenue of $9.97 billion for the quarter ended September 2025, reflecting an 8.3% decline year-over-year and falling short of the Zacks Consensus Estimate of $10.18 billion by 1.99% [1] - The company's EPS was -$0.19, a significant drop from $0.47 in the same quarter last year, although it exceeded the consensus EPS estimate of -$0.31 by 38.71% [1] Revenue Performance - Performance Materials & Coatings generated $2.08 billion, slightly below the average estimate of $2.11 billion, marking a 6% decrease year-over-year [4] - Corporate revenues were reported at $166 million, surpassing the average estimate of $154.97 million, but still down 11.2% year-over-year [4] - Packaging & Specialty Plastics brought in $4.89 billion, below the average estimate of $5.09 billion, representing an 11.3% decline year-over-year [4] - Industrial Intermediates & Infrastructure revenues were $2.83 billion, slightly below the average estimate of $2.87 billion, reflecting a 4.3% decrease year-over-year [4] Operating EBITDA - Operating EBITDA for Packaging & Specialty Plastics was $548 million, exceeding the average estimate of $513.07 million [4] - Corporate operating EBITDA was reported at -$45 million, better than the average estimate of -$60.15 million [4] - Operating EBITDA for Performance Materials & Coatings was $254 million, below the average estimate of $281.78 million [4] - Industrial Intermediates & Infrastructure achieved an operating EBITDA of $111 million, significantly above the average estimate of $57.29 million [4] Stock Performance - Dow Inc. shares have returned -6.2% over the past month, contrasting with the Zacks S&P 500 composite's +0.2% change, indicating potential underperformance in the near term [3]

Market Overview - U.S. stocks traded higher with the Dow Jones index gaining more than 50 points, up 0.12% to 46,644.20, NASDAQ rose 0.14% to 22,772.87, and S&P 500 increased by 0.21% to 6,712.54 [1] - Energy shares saw a significant increase of 1.6%, while consumer discretionary stocks fell by 0.6% [1] Company Performance - Tesla Inc. reported third-quarter revenue of $28.095 billion, a 12% year-over-year increase, surpassing the consensus estimate of $26.239 billion. However, earnings per share were 50 cents, missing the consensus estimate of 54 cents [2] Commodity Market - Oil prices increased by 4.8% to $61.30, gold rose by 2.2% to $4,156.40, silver was up 2.7% to $48.985, and copper increased by 2% to $5.0960 [4] European Market - European shares were mostly higher, with the eurozone's STOXX 600 rising 0.4%, Spain's IBEX 35 Index up 0.5%, London's FTSE 100 increasing by 0.8%, while Germany's DAX 40 fell by 0.1% and France's CAC 40 rose by 0.6% [5] Asian Market - Asian markets closed mixed, with Japan's Nikkei 225 down 1.35%, Hong Kong's Hang Seng index up 0.72%, China's Shanghai Composite gaining 0.22%, and India's BSE Sensex increasing by 0.15% [6] Notable Stock Movements - Ventyx Biosciences Inc. shares surged 87% to $7.22 following positive Phase 2 study results. Scienture Holdings Inc. shares increased by 66% to $0.95 after announcing the start of commercial sales. American Rebel Holdings Inc. shares rose by 45% to $3.11 [8] - Conversely, AiRWA Inc. shares dropped 45% to $0.10 after announcing a 1-for-50 reverse split, and Everbright Digital Holding Ltd. shares fell 45% to $0.59 [8]

Core Insights - Dow Inc. reported a profit of $62 million or 8 cents per share for Q3 2025, a decline from $214 million or 30 cents per share a year ago, primarily due to lower prices [1] - On an adjusted basis, Dow recorded a loss of 19 cents per share, compared to earnings of 47 cents a year ago, which was better than the Zacks Consensus Estimate of a loss of 31 cents [1][10] - Net sales for the quarter were $9,973 million, down 8% year over year, missing the Zacks Consensus Estimate of $10,175.4 million [2] Financial Performance - Cash flow from operating activities increased to $1.1 billion, up $330 million from the same period last year, attributed to working capital improvements [7] - Shareholder returns for the quarter totaled $249 million in dividends [7] - DOW's shares have decreased by 57.4% over the past year, compared to a 30.9% decline in the Zacks Chemicals Diversified industry [11] Segment Performance - **Packaging & Specialty Plastics**: Sales fell 11% year over year to $4,891 million, missing estimates, with local prices down 10% [4] - **Industrial Intermediates & Infrastructure**: Sales decreased 4% year over year to $2,834 million, beating estimates, with local prices down 8% [5] - **Performance Materials & Coatings**: Revenues fell 6% year over year to $2,082 million, slightly above estimates, with local prices down 5% [6] Market Outlook - Dow aims to maintain financial flexibility and enhance competitiveness to boost earnings, while focusing on cost savings and disciplined cash flow management [8] - The company is on track to generate over $6.5 billion in near-term cash support, having already achieved more than half of this target [9]

Financial Data and Key Metrics Changes - In Q3, the company reported net sales of $10 billion, with EBITDA at $868 million, reflecting a sequential improvement despite being lower than the same period last year [5][6][7] - Cash provided by operating activities increased by $1.6 billion sequentially, driven by working capital improvements and advanced payments for low-carbon solutions [7][16] Business Line Data and Key Metrics Changes - The packaging and specialty plastics segment saw net sales decline year-over-year and sequentially, with operating EBIT at $199 million, primarily due to lower integrated margins [11][12] - The industrial intermediates and infrastructure segment experienced a 4% year-over-year decline in net sales but saw a sequential increase due to volume gains and lower planned maintenance activity [12][13] - Performance materials and coatings segment net sales were $2.1 billion, down 6% year-over-year and 2% sequentially, with operating EBIT decreasing due to upstream margin compression [14] Market Data and Key Metrics Changes - Global demand in the packaging market remains steady, with North America experiencing record domestic and export volumes, while Europe contracted [18][19] - The infrastructure sector faces soft market conditions across the U.S., Europe, and China, with mortgage rates in the U.S. remaining above 6% [18][19] Company Strategy and Development Direction - The company is focused on restoring core earnings and positioning for profitable growth, with over $6.5 billion in strategic actions and cash support planned [32][33] - The company is committed to being a low-cost producer, with over 75% of its global cracking capacity in a top-quartile cost position, expected to increase to approximately 80% [29][30] Management's Comments on Operating Environment and Future Outlook - Management noted a cautious operating environment with subdued business investment and consumer spending due to economic uncertainty, but anticipates potential positive influences from recent monetary policy shifts [18][21] - For Q4, the company expects EBITDA to be approximately $725 million, with anticipated headwinds from higher feedstock costs and normal seasonality impacting performance [21][22] Other Important Information - The company has completed significant strategic actions, including a $3 billion partnership for U.S. Gulf Coast infrastructure assets and a $1.4 billion bond issuance for financial flexibility [8][16] - The company is on track to deliver approximately $400 million in targeted cost savings this year, contributing to improved performance [9][10] Q&A Session Summary Question: Reconciliation of Q3 results - Management highlighted higher integrated margins and better-than-expected volume as key factors for exceeding expectations in Q3 [37][39] Question: Rationalization and project cancellations - Management provided insights on global capacity rationalization, particularly in ethylene supply, and noted potential delays in announced capacity in China due to market conditions [44][46] Question: Polyethylene demand - Polyethylene demand has remained stable, with strong performance in packaging and personal care segments, and expectations for continued stability [62][63] Question: Demand function and order books - October order books appear positive, with management maintaining a balanced outlook for Q4 sales and EBITDA guidance [73][75]

Financial Data and Key Metrics Changes - In Q3, the company reported net sales of $10 billion, with EBITDA at $868 million, reflecting a sequential improvement despite being lower than the same period last year [5][6]. - Cash provided by operating activities increased by $1.6 billion sequentially, driven by working capital improvements and advanced payments for low-carbon solutions [7]. Business Line Data and Key Metrics Changes - **Packaging and Specialty Plastics**: Net sales decreased year-over-year and sequentially, with a 1% volume decrease year-over-year and a 2% sequential decline. Operating EBIT was $199 million, down from the previous year due to lower integrated margins [11]. - **Industrial Intermediates and Infrastructure**: Net sales were down 4% year-over-year but increased sequentially, with a 2% volume increase year-over-year and a 5% sequential increase. Operating EBIT increased significantly due to higher volumes and lower fixed costs [12][13]. - **Performance Materials and Coatings**: Net sales were $2.1 billion, down 6% year-over-year and 2% sequentially, with operating EBIT decreasing due to upstream margin compression [14]. Market Data and Key Metrics Changes - The broader macroeconomic landscape remains largely unchanged, with subdued business investment and consumer spending impacting demand across key markets [18]. - In the packaging market, global demand remains steady, with North America experiencing record domestic and export volumes, while Europe contracted [18][19]. Company Strategy and Development Direction - The company is focused on restoring core earnings and positioning for profitable growth, with over $6.5 billion in strategic actions and cash support planned [32]. - The company is committed to being a low-cost producer, with over 75% of its global cracking capacity in a top-quartile cost position, expected to increase to approximately 80% [30]. Management's Comments on Operating Environment and Future Outlook - Management noted that the prolonged down cycle continues to weigh on the industry, but there are encouraging signs of rationalization in global capacities that will benefit the company [26]. - The outlook for Q4 anticipates EBITDA of approximately $725 million, with expectations of margin compression from feedstock costs and normal seasonality impacting performance [21][22]. Other Important Information - The company has completed significant strategic actions, including a $3 billion partnership with Macquarie and a $1.4 billion bond issuance to enhance financial flexibility [8][17]. - The company is on track to deliver approximately $400 million in targeted cost savings this year, with a total goal of $1 billion by the end of 2026 [9][10]. Q&A Session Summary Question: Reconciliation of Q3 results - Management highlighted that higher integrated margins and better-than-expected volume contributed to exceeding original estimates, along with accelerated cost savings [36][38]. Question: Rationalization and project cancellations in China - Management provided insights on global capacity rationalization, noting potential delays in announced capacities in China due to market conditions [43][45]. Question: Polyethylene demand and joint venturing Alberta cracker - Polyethylene demand has been stable, with expectations for continued strength in packaging. Management indicated that joint venturing for the Alberta cracker remains a consideration but is not currently planned [61][65]. Question: MDI margins and construction market recovery - Management noted that while MDI margins are benefiting from reduced imports due to anti-dumping measures, a recovery in the construction market is contingent on further reductions in mortgage rates [69][70]. Question: Demand function and order books for Q4 - Management indicated that October order books look good, with a cautious but optimistic outlook for Q4 sales and EBITDA guidance [72][74].

Financial Data and Key Metrics Changes - In Q3 2025, the company reported net sales of $10 billion, with EBITDA at $868 million, reflecting a sequential improvement despite being lower than the same period last year [4][5] - Cash provided by operating activities increased by $1.6 billion sequentially, driven by working capital improvements and advanced payments for low-carbon solutions [5][14] - The company delivered $249 million in dividends, demonstrating a commitment to competitive shareholder returns [5] Business Line Data and Key Metrics Changes - **Packaging and Specialty Plastics**: Net sales decreased year-over-year and sequentially, with a 1% volume decrease year-over-year and a 2% sequential decline. Operating EBIT was $199 million, down from the previous year due to lower integrated margins [9][10] - **Industrial Intermediates and Infrastructure**: Net sales were down 4% year-over-year but increased sequentially, with a 2% volume increase year-over-year and a 5% sequential increase. Operating EBIT increased significantly due to higher volumes and lower fixed costs [10][11] - **Performance Materials and Coatings**: Net sales were $2.1 billion, down 6% year-over-year and 2% sequentially, with operating EBIT decreasing due to upstream margin compression [12] Market Data and Key Metrics Changes - The broader macroeconomic landscape remains largely unchanged, with subdued business investment and consumer spending impacting demand across key markets [16] - In the packaging market, global demand remains steady, with North America experiencing record domestic and export volumes, while Europe contracted [16][17] - The infrastructure sector shows soft market conditions across the U.S., Europe, and China, with mortgage rates remaining high and limiting demand [17] Company Strategy and Development Direction - The company is focused on restoring core earnings and positioning for profitable growth, with over $6.5 billion in strategic actions and cash support items planned [30] - The company is committed to being a low-cost producer, with over 75% of its global cracking capacity in a top-quartile cost position, expected to increase to 80% after the shutdown of the Bohlen cracker [27][28] - The company is actively engaged in discussions with governments to mitigate the impact of anti-competitive behaviors and ensure a fair trade environment [25][31] Management's Comments on Operating Environment and Future Outlook - Management noted that the prolonged down cycle continues to weigh on the industry, but there are encouraging actions to address oversupply, particularly in ethylene and propylene oxide capacities [24] - The company anticipates Q4 EBITDA to be approximately $725 million, with expectations of margin compression from feedstock costs and normal seasonality impacting performance [18][19] - Management remains optimistic about the potential for recovery in 2026, contingent on improved economic conditions and consumer confidence [17][51] Other Important Information - The company has completed significant strategic actions, including a $3 billion partnership for U.S. Gulf Coast infrastructure assets and a $1.4 billion bond issuance for financial flexibility [6][14] - The company is on track to deliver approximately $400 million in targeted cost savings this year, with a total goal of $1 billion by the end of 2026 [7][30] Q&A Session Summary Question: Reconciliation of Q3 results - Management highlighted that higher integrated margins and better-than-expected volume contributed to exceeding original guidance, along with accelerated cost reduction efforts [34][36] Question: Rationalization and project cancellations - Management provided insights on global capacity rationalization, particularly in ethylene, and noted potential delays in announced capacities in China due to market conditions [40][42] Question: Polyethylene demand - Polyethylene demand has remained stable, with strong performance in packaging and personal care segments, and expectations for continued stability [56][58] Question: CapEx outlook for 2026 - Management indicated a potential range of $2.5 billion for CapEx next year, with a focus on maintenance and strategic projects depending on market conditions [53][54] Question: MDI margins and construction market - Management noted that while MDI margins are benefiting from reduced imports due to tariffs, further reductions in mortgage rates are needed for a recovery in the construction market [64][66] Question: Demand function and order books - October order books appear strong, with management maintaining a balanced outlook for Q4 sales and EBITDA guidance [68][70]

Financial Data and Key Metrics Changes - In Q3 2025, the company reported net sales of $10 billion, reflecting sequential improvement despite industry pressures [6] - EBITDA was $868 million, lower than the same period last year but improved over Q2 [6] - Cash provided by operating activities increased by $1.6 billion sequentially, driven by working capital improvements [7] Business Line Data and Key Metrics Changes - **Packaging and Specialty Plastics**: Net sales decreased year-over-year and sequentially due to lower downstream polymer prices and olefins volumes [13][15] - **Industrial Intermediates and Infrastructure**: Net sales were down 4% year-over-year but increased sequentially due to volume gains and lower planned maintenance activity [16][17] - **Performance Materials and Coatings**: Net sales were $2.1 billion, down 6% year-over-year and 2% sequentially, impacted by pricing pressures [18] Market Data and Key Metrics Changes - Global demand in the packaging market remains steady, with North America showing record domestic and export volumes [25] - The infrastructure sector faces soft market conditions across the U.S., Europe, and China, with limited affordability affecting demand [26] Company Strategy and Development Direction - The company is focused on restoring core earnings and positioning for profitable growth during industry recovery [6][43] - Strategic actions include cost reduction initiatives targeting $1 billion in savings by 2026 and a reduction in capital expenditures [11][43] - The company is rationalizing its asset footprint to enhance competitiveness and reduce exposure to high-cost operations [36][41] Management's Comments on Operating Environment and Future Outlook - Management noted a cautious operating environment with subdued business investment and consumer spending due to economic uncertainty [24] - The outlook for Q4 anticipates EBITDA of approximately $725 million, with expectations of margin compression from higher feedstock costs [29][30] Other Important Information - The company completed a $3 billion strategic partnership and issued $1.4 billion in bonds to enhance financial flexibility [10][21] - The company is actively engaged in discussions with governments to mitigate impacts from anti-competitive behaviors and ensure fair trade [38][44] Q&A Session Summary Question: Reconciliation of Q3 results - Management highlighted higher integrated margins and improved cost reduction efforts as key factors for exceeding expectations [50][52] Question: Industry rationalization and project cancellations - Management provided insights on global capacity rationalization, particularly in Asia and Europe, and noted potential delays in announced capacities in China [56][59] Question: Polyethylene demand and pricing - Polyethylene demand has remained stable, with strong performance in packaging applications despite weaker consumer sentiment [77] Question: CapEx outlook for 2026 - Management indicated potential CapEx of $2.5 billion for 2026, with a focus on maintenance and strategic projects [73] Question: MDI margins and construction market recovery - Management noted that MDI margins are benefiting from reduced imports due to anti-dumping measures, while the construction market requires further interest rate declines for recovery [87]