DOW INC

The following is a summary of the results for the Company for the year ended December 31, 2024:

The Company reported net sales in 2024 of $43 billion, down 4 percent from $45 billion in 2023, with decreases across all geographic regions, and driven by a decrease in local price of 4 percent. Net sales decreased in Packaging & Specialty Plastics (down 6 percent) and Industrial Intermediates & Infrastructure (down 5 percent), partially offset by an increase in Performance Materials & Coatings (up 1 percent).

Local price decreased 4 percent compared with 2023, with decreases in all operating segments and geographic regions. Local price decreased in Packaging & Specialty Plastics (down 4 percent), Industrial Intermediates & Infrastructure (down 6 percent) and Performance Materials & Coatings (down 3 percent).

Volume was flat compared with 2023 and mixed by operating segment, with a decrease in Packaging & Specialty Plastics (down 2 percent) offset by increases in Industrial Intermediates & Infrastructure (up 1 percent) and Performance Materials & Coatings (up 5 percent). Volume increased in the U.S. & Canada (up 2 percent), decreased in Latin America (down 1 percent), and was flat in EMEAI and Asia Pacific.

The impact of currency on net sales was flat compared with 2023.

Restructuring and asset related charges - net were $103 million in 2024 compared with $528 million in 2023, primarily reflecting restructuring actions approved by the Board in January 2023. The restructuring charges recognized in 2024 consisted of severance and related benefit costs of $41 million, asset write-downs and write-offs of $16 million and costs associated with exit and disposal activities of $9 million. In addition, the Company recognized pretax impairment charges of $37 million related to assets included in the divestiture of the Company's flexible packaging laminating adhesives business.

Equity in losses of nonconsolidated affiliates was $6 million in 2024, compared with losses of $119 million in 2023, primarily driven by improved equity earnings at the Kuwait joint ventures driven from higher prices and volumes, improved results at the Sadara joint venture, partially offset by continued margin compression at the Thai joint ventures.

Sundry income (expense) - net for Dow Inc. and TDCC was income of $415 million and $404 million, respectively, in 2024, compared with expense of $280 million and $327 million, respectively, in 2023. Sundry income (expense) - net increased primarily due to lower foreign currency exchange losses and the absence of a one-time non-cash settlement charge related to the Company's pension de-risking activities in 2023.

Net income available for Dow Inc. and TDCC common stockholder(s) was $1,116 million and $1,127 million, respectively, in 2024, compared with $589 million and $556 million, respectively, in 2023. Earnings per share for Dow Inc. was $1.57 per share in 2024, compared with $0.82 per share in 2023.

In 2024, Dow Inc. declared and paid dividends to common stockholders of $2.80 per share ($1,966 million).

In 2024, Dow Inc. repurchased $494 million of the Company's common stock.

Other notable events and highlights from the year ended December 31, 2024 include:

•On January 25, 2024, the Company published its Green Finance Framework and related Second Party Opinion on its website, to support the execution of its sustainability strategy.

•On February 1, 2024, Andrea L. Dominowski became Controller and Vice President of Controllers.

•On February 9, 2024, TDCC issued $1.25 billion of senior unsecured notes in connection with the Company's Green Finance Framework.

•On April 2, 2024, the Company announced that Mauro Gregorio, President of Performance Materials & Coatings, elected to retire in the third quarter of 2024 after 40 years of service.

•On April 2, 2024, the Company announced that Brendy Lange, business vice president of Dow Industrial Solutions, was named President of Performance Materials & Coatings.

•On May 16, 2024, the Company announced it will expand its Protect the Climate targets by setting distinct milestones for climate change mitigation that focus on water and nature conservation. Additional information can be found on the Company's website.

•On June 18, 2024, Dow Inc. released its INtersections Report, highlighting how the Company is advancing its ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world. Additional information can be found on the Company's website.

•On July 1, 2024, Ronald C. Edmonds, former Controller and Vice President of Controllers and Tax, elected to retire after 31 years of service.

•On July 1, 2024, Fitch Ratings affirmed TDCC's BBB+ and F1 rating, and its outlook of stable. Additionally, on July 1, 2024, Standard & Poor's affirmed TDCC's BBB and A-2 rating, and its outlook of stable.

•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 approximately $130 million.

•On August 6, 2024, Moody's Ratings affirmed TDCC's Baa1 and P-2 rating, and its outlook of stable.

•On October 24, 2024, the Company announced that it will complete a strategic review of select assets in Europe, primarily certain polyurethanes assets within the Industrial Intermediates & Infrastructure segment, as part of an effort to continue to optimize its global asset footprint.

•On October 28, 2024, Moody's Ratings re-affirmed TDCC's Baa1 and P-2 rating and revised its outlook to negative from stable.

•On December 2, 2024, the Company completed the sale of its flexible packaging laminating adhesives business, within the Packaging & Specialty Plastics segment, 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.

•On December 3, 2024, the Company announced that Karen Carter, President of Packaging & Specialty Plastics, had been named Chief Operating Officer.

•On December 4, 2024, the Company announced that Keith Cleason had been named President of Packaging & Specialty Plastics.

•On December 4, 2024, the Company announced that Jane Palmieri, President of Industrial Intermediates & Infrastructure, had elected to retire in March 2025 after 30 years of service with Dow.

•On December 4, 2024, the Company announced that Marco ten Bruggencate had been named President of Industrial Intermediates & Infrastructure.

•On December 8, 2024, the Company entered into a definitive agreement to sell a 40 percent equity stake in select U.S. Gulf Coast infrastructure assets to a fund managed by Macquarie Asset Management in exchange for cash proceeds of approximately $2.4 billion. Under the terms of the agreement, Macquarie Asset Management has the option to purchase up to an additional 9 percent equity stake in exchange for additional cash proceeds of up to $600 million.

•On December 9, 2024, Standard & Poor's re-affirmed TDCC's BBB and A-2 rating, and its outlook of stable.

•Dow was named on the Top 100 Global Innovators™ list for the 13th consecutive year.

•Dow received a record-setting 12 2024 Edison Awards™ (three gold, five silver and four bronze), once again earning more awards than any other organization for the seventh consecutive year.

•Dow was named to the JUST 100 list, placing 35th overall, a 20-place improvement from last year, and securing the top spot for Customers in the Chemicals sector.

•Dow earned a spot in the S&P Global Sustainability Yearbook, recognizing the Company as a top industry performer.

•Dow received six 2024 BIG Innovation Awards from the Business Intelligence Group™, the most received in a single Business Intelligence Group™ Awards program by the Company.

•Dow was recognized with a 2024 CIO 100 Award, for the third consecutive year, for the Company's Integrated Data Hub.

•Dow advanced to third place on the 2024 Fair360, formerly DiversityInc, Top 50 Companies for Diversity list making it the seventh consecutive year on the list. Dow was also included on 12 of Fair360's Specialty Lists including: Top Companies for Executive Fairness Councils, Top Companies for Board of Directors, Top Companies for Environmental, Social & Governance, Top Companies for Philanthropy, Top Companies for Supplier Fairness, Top Companies for Employee Resource Groups, Top Companies for Mentoring, Top Companies for Sponsorship, Top Companies for People with Disabilities, Top Companies for Latino Executives, Top Companies for Asian American Executives and Top Companies for LGBTQ+ Employees.

•Dow received six prestigious 2024 SEAL (Sustainability, Environmental Achievement and Leadership) Business Sustainability Awards. Dow's DOWSIL™ ACP-3089 Antifoam Compound and Dow's SILASTIC™ STT 2650 Self Sealing Silicone each received a SEAL Sustainable Innovation Award. Dow's DOWSIL™ 2080, DOWSIL™ IE-9100, DOWSIL™ 991 and SILASTIC™ STT 2650 each received a SEAL Sustainable Product Award.

•For the eighth consecutive year, Dow received a top score on the Disability Equality Index®, placing the Company among the Best Places to Work for Disability Inclusion® for 2024.

•Dow was named one of the 2024 PEOPLE® Companies that Care by Great Place to Work® and PEOPLE® for the fifth consecutive year.

•Dow was honored by Great Place to Work® and Fortune as one of the World's Best Workplaces. Dow was also certified as a Great Place to Work® in 15 countries and ranked on eight national Best Workplaces lists, including the Fortune 100 Best Companies to Work For® list in the United States for the fourth consecutive year.

•Dow was named to the Dow Jones Sustainability World Index by S&P Dow Jones Indices, the world's leading index provider focused on providing essential sustainability intelligence. This is the 24th year Dow has achieved this prestigious ranking.

•Dow received the first place spot on the Best Workplace in Manufacturing and Production list by Great Place to Work® and Fortune. This is the fourth consecutive year Dow has been named to this prestigious list and the first time atop the ranking.

In addition to the highlights above, the following events occurred subsequent to December 31, 2024:

•On January 27, 2025, the Dow Inc. Board approved targeted actions to further achieve the Company's cost reduction initiatives in response to ongoing macroeconomic uncertainty, including a workforce reduction of approximately 1,500 roles.