DOW CHEMICAL CO /DE/

NOTE 11 –GOODWILL

The following table shows changes in the carrying amount of goodwill by reportable segment:

Goodwill Impairment Testing

In the second quarter of 2025, the Company identified potential indicators of goodwill impairment due to announced restructuring actions and ongoing macroeconomic challenges. As a result, the Company evaluated whether the fair value of any reporting unit may be less than its carrying amount. This assessment indicated that the Consumer Solutions reporting unit, part of the Performance Materials & Coatings segment, required an interim quantitative goodwill impairment test as of June 30, 2025. The test concluded that no goodwill impairment existed, as the fair value of the Consumer Solutions reporting unit exceeded its carrying value. Fair value was estimated using a discounted cash flow model that incorporated current market conditions and the anticipated effects of the restructuring actions. Key assumptions included projected revenue growth, discount rate, tax rate, terminal value, currency exchange rates, and long-term raw material and energy price forecasts.

In the third quarter of 2025, as a result of continued macroeconomic challenges, the Company evaluated whether the fair value of any reporting unit may be less than its carrying amount. This assessment indicated that the Packaging and Specialty Plastics reporting unit, part of the Packaging & Specialty Plastics segment, required an interim quantitative goodwill impairment test as of September 30, 2025. The test concluded that no goodwill impairment existed, as the fair value of the Packaging and Specialty Plastics reporting unit exceeded its carrying value. Fair value was estimated using a discounted cash flow model that incorporated current market conditions. Key assumptions included projected revenue growth, discount rate, tax rate, terminal value, currency exchange rates, and long-term raw material and energy price forecasts.

The Company continues to monitor key factors that could impact the fair value of its reporting units, including changes in macroeconomic conditions or industry-specific trends, deterioration in financial performance, increases in market interest rates or adverse changes in regulatory or competitive environments. If these or other adverse events occur, it may be necessary to perform additional impairment testing, which could result in a future goodwill impairment charge.