DOW CHEMICAL CO /DE/

NOTE 17 –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.

On May 1, 2025, TDCC sold 40 percent of the membership interests of its wholly owned subsidiary, Diamond Infrastructure Solutions, a dedicated infrastructure company, to InfraPark Holdings, LLC ("InfraPark"), a subsidiary of a fund managed by Macquarie Asset Management, a global infrastructure and energy asset manager, in exchange for cash proceeds of approximately $2.4 billion, included in "Proceeds from sale of noncontrolling interests" in the consolidated statements of cash flows. Under the terms of the sale and purchase agreement, InfraPark has the option to purchase up to an additional 9 percent of Diamond Infrastructure Solutions' membership interests within six months of the closing date of the sale in exchange for additional cash proceeds of up to $600 million. Diamond Infrastructure Solutions and its subsidiaries own and operate certain non-product producing energy, environmental, pipeline and other related infrastructure assets located at five of the Company's manufacturing sites on the U.S. Gulf Coast and provides infrastructure services to Dow manufacturing assets and other third-party tenants at these locations. InfraPark's ownership is accounted for as a noncontrolling interest in Diamond Infrastructure Solutions. The transaction resulted in an increase in "Additional paid-in capital" of $1,540 million, recorded in the consolidated balance sheets and the consolidated statements of equity, and an increase in "Noncontrolling interests" of $834 million, recorded in the consolidated balance sheets.

The following table summarizes the activity for equity attributable to noncontrolling interests for the three and six months ended June 30, 2025 and 2024:

1. Includes dividends paid to a joint venture of $8 million for the three and six months ended June 30, 2025 ($8 million for the three and six months ended June 30, 2024) which were reclassified to "Equity in earnings of nonconsolidated affiliates" in the consolidated statements of income.