Slides
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4Q 2025 Results January 29, 2026
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Agenda ▪ Performance Update ▪ Operating Segment Details ▪ Outlook ▪ Transform to Outperform to Deliver >$2B Near-Term Op. EBITDA Uplift ▪ Navigating the Near-Term with Financial Flexibility and Decisive Actions
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Solid 4Q Results Supported by Strong Self Help ▪ Operating EBITDA was $741MM ▪ Delivered $165MM of in-period cost savings ▪ 4Q CapEx was $568MM, down $199MM YoY Actions to Manage the Near-Term and Strengthen Long-Term Competitiveness ▪ Implemented proactive measures to generate >$6.5B in near-term cash support; well over half delivered ▪ Strengthened our manufacturing footprint through the start-up of our cost-advantaged growth investments Accelerating Strategic Actions in 2026 ▪ Transform to Outperform is expected to deliver >$2B near-term Op. EBITDA uplift; accretive to 2025 earnings levels and current $1B cost savings program ▪ Implement previously announced shutdown of higher-cost assets in Europe and path forward for Path2Zero project 3 Non-GAAP measures are defined in the appendix Performance Update $40.0B Net Sales $3.3B Operating EBITDA $1.5B Returned to Shareholders Full Year 2025
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Packaging & Specialty Plastics REVENUE OP. EBIT & OP. EBIT MARGIN 8.4% 4.1% 4.5% 447 199 215 0% 100 00% 200 00% 300 00% 400 00% 500 00% 600 00% 700 00% 800 00% 900 00% 100 000% 4Q24 3Q25 4Q25 YoY Lower integrated margins and operating rates, partly offset by lower fixed costs QoQ Lower fixed costs, partly offset by margin compression Sales Volume Price Op. EBIT Margins 11% 2% 9% $232MM 390 bps 4 Non-GAAP measures are defined in the appendix 1. Net sales for 4Q25 includes a 1% unfavorable impact from the sale of the flexible packaging laminating adhesives business in the fourth quarter of 2024 2. Average end market representation (% of sales) for 2022 -2024 Sales Volume Price 3% 1% 4% Op. EBIT Margins $16MM 40 bps YoY QoQ YoY QoQ End Market Participation²5,315 4,891 4,744 3,0 00 3,5 00 4,0 00 4,5 00 5,0 00 5,5 00 6,0 00 4Q24 3Q25 4Q25 REVENUE ($MM)¹ OP. EBIT ($MM) & OP. EBIT MARGIN Packaging Consumer Health & Hygiene Infrastructure Mobility Op. EBIT Drivers
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Industrial Intermediates & Infrastructure 5 Non-GAAP measures are defined in the appendix 1. Average end market representation (% of sales) for 2022 -2024 REVENUE Sales Volume Price 9% 1% 9% Sales Volume Price 5% 2% 3% YoY QoQ End Market Participation¹ 2.8% -1.7% -7.5% 84 (47) (201) -30000 % -20000 % -10000 % 0% 100 00% 200 00% 300 00% 400 00% 500 00% 600 00% 700 00% 4Q24 3Q25 4Q25 2,948 2,834 2,688 1,0 00 1,5 00 2,0 00 2,5 00 3,0 00 3,5 00 4,0 00 4Q24 3Q25 4Q25 OP. EBIT & OP. EBIT MARGIN Op. EBIT Margins $285MM 1,030 bps Op. EBIT Margins $154MM 580 bps YoY QoQ REVENUE ($MM) OP. EBIT ($MM) & OP. EBIT MARGIN Building & Construction Consumer Energy Industrial Mobility YoY Lower integrated margins and equity earnings, partly offset by tailwinds from the Company’s cost reduction actions QoQ Lower integrated margins and operating rates in both businesses Op. EBIT Drivers
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Performance Materials & Coatings 6 Non-GAAP measures are defined in the appendix 1. Average end market representation (% of sales) for 2022 -2024 REVENUE Sales Volume Price 6% 2% 4% Sales Volume Price 11% 9% 2% YoY QoQ End Market Participation¹ -0.5% 3.8% 1.3% (9) 80 25 -10000 % 0% 100 00% 200 00% 300 00% 400 00% 500 00% 4Q24 3Q25 4Q25 1,965 2,082 1,852 1,0 00 1,5 00 2,0 00 2,5 00 3,0 00 4Q24 3Q25 4Q25 OP. EBIT & OP. EBIT MARGIN Op. EBIT Margins $34MM 180 bps Op. EBIT Margins $55MM 250 bps YoY QoQ REVENUE ($MM) OP. EBIT ($MM) & OP. EBIT MARGIN Building & Construction Consumer & Electronics Home & Personal Care Industrial Mobility YoY Lower fixed costs QoQ Seasonally lower demand and higher planned maintenance activity Op. EBIT Drivers
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Global Demand Environment Remains Unchanged Market Vertical (% of Revenue1) NAA LAA EMEAI China Rest of World Packaging ~30% Infrastructure ~40% Consumer ~20% Mobility ~10% Consumer confidence slightly improved but still near historical lows; continues to weigh on demand, particularly for durables applications U.S. retail sales show resilient consumer spending in several categories, including strong electronics sales Building & construction likely to improve as interest rate cuts gain traction Existing home sales remain well-below prior decade averages, although increased 5% MoM in December, marking the 4th consecutive month of rising sales Increased industry ethylene capacity rationalization announcements; ~5% of global capacity announced, with additional closures expected ACC inventory data shows >400MM lbs. of inventory draw YTD in November. Global polyethylene packaging fundamentals expected to remain stable in 1H Infrastructure Consumer Packaging Mobility China EV sales in 2026 expected to grow 13% YoY; lower growth than 2025, driven by expiration of subsidies and narrowing government support for the industry U.S. carmakers face a softening 2026 market as rising costs squeeze buyers Source: Based on internal and third-party markers Strong Moderate/Mixed Weak Changes vs. Prior Update 7 1. Average 2022 – 2024 % of Total Dow Revenue excluding Corporate and Hydrocarbons & Energy
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1Q26 Modeling Guidance Net Sales ~$9.4B Depreciation & Amortization ~$735MM Full Year Operational Tax Rate ~(40)% to (80)% Net Interest Expense (Net of Int. Income) ~$175MM Net Income Attrib. to Non-Controlling Int. ~$70MM Average Share Count ~720MM Top-Line Ranges (1Q26 vs. 4Q25) Base Case Op. EBITDA Drivers (1Q26 vs. 4Q25) Sales % ∆ QoQ Low High Packaging & Specialty Plastics -3% ~FLAT ▪ Higher polyethylene integrated margins (~$150MM tailwind) ▪ Higher planned maintenance activity, driven by our St. Charles USGC cracker (~$125MM headwind) ▪ Cost reduction actions (~$10MM tailwind) ▪ Lower licensing activity and equity earnings (~$75MM headwind) Industrial Intermediates & Infrastructure -4% -2% ▪ Higher demand for deicing fluids and typical seasonal improvement, partly offset by lower spreads (~$5MM tailwind) ▪ Higher planned maintenance activity (~$15MM headwind) ▪ Cost reduction actions (~$10MM tailwind) Performance Materials & Coatings +3% +7% ▪ Typical seasonal improvement for architectural coatings applications and higher siloxane prices (~$80MM tailwind) ▪ Lower planned maintenance activity (~$10MM tailwind) ▪ Cost reduction actions (~$5MM tailwind) Corporate Sales of ~$150MM ▪ Op. EBIT of $(55)MM and Op. EBITDA of $(45)MM Margin Expansion and Seasonal Uplift Offset by Higher Turnaround Spending 8 Non-GAAP measures are defined in the appendix
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Comprehensive Actions to Improve Earnings 9 Non-GAAP measures are defined in the appendix 1. Path2Zero ~$1B EBITDA expectation is on an annual basis at mid -cycle margins Through our in-flight actions, we are executing strategies that set the momentum for near-term success Our transformation will re- shape Dow from within, building agility and resilience for the long-term And our Path2Zero project lays the groundwork for sustainable growth All of this is anchored in a commitment to financial discipline $0.1BGrowth Investments & Asset Actions $0.1B $0.1B >$0.5B2025 Cost Savings Program $0.5BTransform to Outperform $1.2B $0.3B Path2Zero ~$1B1 The foundation of our strategy is underpinned by continued actions to ensure financial flexibility 2026 2027 2028 2029 2030
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~$0.1B ~$0.1B ~$0.1B ~$0.3B 2026 2027 2028 Total Uplift Growth Asset Actions In-Flight Actions: Driving Higher Returns 10 Non-GAAP measures are defined in the appendix Growth Investments & Asset Actions Shutting Down Structurally- Challenged Assets ✓PO unit in NAA (‘25) ✓Basics siloxanes plant in EMEAI (‘26) ✓Ethylene cracker in EMEAI (‘27) ✓CAV assets in EMEAI (‘27) Commissioned Cost- Advantaged Ethylene Derivatives Aligned to Growth Businesses ✓Polyethylene unit in NAA ✓Alkoxylation units in NAA/EMEAI 2025 Cost Savings Program 1Q25: Announced Targeted Actions to Deliver $1B in Cost Savings ✓ Progress in 2025 exceeded initial plan; accelerated in-year delivery to >$400MM vs. initial target of $300MM ✓ Materially completed the Dow headcount portion of the program ▪ On track to deliver additional >$500MM Op. EBITDA uplift by YE26 Bold actions and industry leadership provide necessary near-term support Near-Term Op. EBITDA Uplift ~$300MM Near-Term Op. EBITDA Uplift through 2028 ✓ Incremental growth assets complete; expected to deliver ~$100MM earnings uplift in 2026 ▪ European asset actions begin in 2026 with Barry basics siloxanes closure and accelerate through 2028; 3-year payback expected with highest cash outlay in 2028 >$0.4B ~$0.4B ~$0.2B $1.0B 2025 1H26 2H26 Total Program
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11 Transform to Outperform: Delivering >$2B Op. EBITDA Uplift Comprehensive plan will enable a step change in growth and productivity, leading to improved shareholder returns Proactive Measures to Improve Earnings ▪ Anticipate benefits to be accretive to 2025 earnings levels and our $1B cost savings program ▪ Cash cost to achieve of ~$1.1-1.5B o ~$600-800MM in one-time severance costs o ~$500-700MM in other one-time costs Comprehensive Plan to Simplify and Modernize Work ▪ Simplify our operating model through a redesigned organizational structure, resulting in a reduction of 3rd party resources and ~4,500 Dow roles ▪ Streamline end-to-end work processes, leveraging automation and AI in areas like maintenance, production and fulfillment to enhance speed and efficiency ▪ Modernize how we grow with customers, including leveraging our industry-leading innovation to deliver stronger returns ▪ Reset our cost structure with a relentless focus on driving variable cost efficiencies, including improvements in strategic raw material sourcing and logistics >$2B Op. EBITDA Improvement Non-GAAP measures are defined in the appendix ~$0.1B ~$0.4B ~$1.2B ~$0.3B >$2.0B 1H26 2H26 2027 2028 Total Near-Term Op. EBITDA Uplift Improved Productivity ▪ Low-cost operator at scale ▪ Reduce management layers ▪ Expand margins through operational efficiencies Higher Growth ▪ Leading customer innovation ▪ Faster speed to market ▪ Advanced AI capabilities
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Path2Zero: Project to Proceed with Start-Up by Year-End 2029 12 Updated Project Plan Provides Best Strategic Path Forward Positions Dow for Long-Term Success ▪ Expect phase 1 start-up by YE29; phase 2 by YE30 ▪ No material impact to incentives or 3rd party agreements ▪ Expect to add ~$1B EBITDA/year at mid- cycle levels ▪ CapEx of ~$7.5B following delay; net cash deployment of ~$6B including cash and tax incentives ▪ Expecting 8-10% returns, excludes low- carbon premium upside ▪ Highest value-creating option of potential scenarios ▪ Merits of the project remain, including first-quartile cost position ▪ Industry and company progress provide greater market clarity – accelerating capacity rationalizations with utilization rates expected to improve across start-up period ▪ Aligns CapEx deployment with Dow’s balanced capital allocation priorities ▪ Advantaged volume growth expands future earnings power relative to peers ▪ Positions Dow for peak returns in the next upcycle with low-cost asset footprint ▪ Cost-advantaged global footprint to help protect margins in future troughs Increases Dow’s capacity in top-quartile of cost curve to ~85% of global footprint 0 500 1000 0 50 100 150 200 250 Industry Cash Cost Industry Ethylene Capacity Path2Zero to be advantaged, first-quartile global asset Non-GAAP measures are defined in the appendix A unique Dow opportunity: low-cost asset in an advantaged region positioning the Company to win in high-value markets
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Financial Flexibility to Navigate the Near-Term 13 Consistent Delivery of Commitments in 2025 ✓ ~$3B from strategic infrastructure partnership ✓ ~$1B in lower CapEx than original plan ✓ ~$450MM in advance payments from long-term supply agreements, including low-carbon products ✓ >$400MM in cost reduction actions ✓ ~$250MM following 2 non-core divestitures at 10x multiples ✓ 2 bond issuances at low spreads; shifting material debt towers to 2029 Ample Liquidity and Earnings Uplift Drive Financial Flexibility Cash & Equivalents Revolver Committed Bilateral Lines A/R Sec ~$14B in Liquidity at YE25 2025 EBITDA Growth Investments & Asset Actions 2025 Cost Savings Program Transform to Outperform Near-Term EBITDA Non-GAAP measures are defined in the appendix o >$500MM from 2025 cost savings program o ~$500MM from Transform to Outperform o ~$100MM from growth investments and asset actions o ~$1.2B cash compensation from NOVA litigation o ~$500MM working capital release of cash Continued Actions Expected to Deliver Op. EBITDA and Cash Upside in 2026 $3.3B >$6.0B >$0.5B ~$0.3B >$2.0B ~$3B of Near-Term Op. EBITDA Uplift
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Comprehensive Actions to Improve Earnings ▪ Realize full benefits from the 2025 completion of our incremental growth projects serving high-value markets in cost-advantaged regions and the shutdown of high-cost assets ▪ Implement value-maximizing path forward for Path2Zero project in Alberta; phase 1 start-up by YE29 ▪ Merits of the Alberta project remain, including first-quartile cost position 14 Advancing Profitable Growth through Bold & Decisive Action Ensure Continued Financial Flexibility Deliver Step- Change Productivity & Growth Build & Start- Up Key Growth Investments ▪ Transform to Outperform builds on Dow’s core strengths while radically simplifying our operating model, streamlining processes, resetting our cost structure, and modernizing how we serve customers ▪ Actions to deliver >$2B near-term Op. EBITDA uplift ▪ Expect benefits to be accretive to 2025 earnings levels and our current $1B cost savings program ▪ Complete remainder of $1B cost savings program; >$500MM benefits in 2026 ▪ Deliver in-year benefits of ~$500MM from Transform to Outperform ▪ Receive additional cash support from NOVA judgment and working capital improvements Non-GAAP measures are defined in the appendix
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FY 2026 Modeling Considerations 16 Operating EBIT Drivers Equity Earnings ~$50 to ~$150MM lower YoY Pension and Defined Contribution Impact ~$65MM higher YoY Corporate Op. EBIT of ~$(220)MM and Op. EBITDA of ~$(180)MM Turnaround Expenses ~$200MM higher YoY Other Income Statement Considerations Net Interest Expense ~$700MM D&A ~$2.9B Net Income Attributable to Non-Controlling Interests ~$300MM (reduction to reported Net Income) Year-End Average Share Count ~735MM Operational Tax Rate ~(40) to (80)% Cash Flow Considerations Dividends from Equity Companies ~$0 to ~$25MM Pension Contributions ~$180MM CapEx ~$2.5B 2025 Cost Optimization and Asset Actions ~$260MM cash outflow Transform to Outperform Program Costs ~$800 to ~$1,000MM cash outflow
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▪ Sadara: YoY primarily driven by lower prices and QoQ primarily driven by higher volumes ▪ Kuwait JVs: YoY and QoQ primarily driven by lower PE and MEG prices ▪ Thai JVs: YoY and QoQ primarily from lower integrated margins Principal Joint Venture Detail 4Q 2025 3Q 2025 4Q 2024 $ millions (unaudited) Sadara Kuwait JVs Thai JVs Sadara Kuwait JVs Thai JVs Sadara Kuwait JVs Thai JVs EBITDA $(15) $86 $(25) $(15) $128 $(13) $1 $133 $(19) EBIT $(96) $40 $(30) $(97) $85 $(18) $(79) $92 $(24) Net Income Equity Earnings to Dow $(122) $24 $(32) $(125) $60 $(20) $(113) $76 $(27) EBITDA in Excess of Eq. Earnings $107 $62 $7 $110 $68 $7 $114 $57 $8 Net Debt $4,393 $1,345 $372 $4,372 $1,607 $356 $4,364 $1,416 $306 Dow’s Proportional Share of Principal JV Financial Results Drivers of JV Performance 17
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Share Issuance and Repurchase Activity Share Issuances & Repurchases Shares in millions 4Q25 3Q25 4Q24 YTD25 YTD24 Stock Incentive Plans (LTI) 0.1 0.1 - 1.6 3.5 Contributions to U.S. Defined Contribution Plans (401(k)) 2.1 1.9 1.1 7.8 4.3 Employee Stock Purchase Plan (ESPP)1 4.2 - 2.4 4.2 2.4 Total Shares Issued 6.4 2.0 3.5 13.6 10.2 Total Shares Repurchased - - - - 8.9 Cash inflows and outflows related to shares issued and repurchased are presented in the Consolidated Statements of Cash Flows. Refer to Dow’s 10-Q and 10-K for additional details on Stock Incentive, Defined Contribution, and Employee Stock Purchase Plans. ▪ Stock Incentive Plans (LTI): Includes stock options, restricted stock units, performance stock units, stock appreciation rights and stock units ▪ 401(k) Contributions: Beginning in 2024, all eligible U.S. employees receive an automatic non-elective contribution percent with the freezing of legacy defined benefit plans in addition to a company match up to preset contribution levels ▪ Stock Incentive Plans and Defined Contributions Plans are benchmarked against our proxy compensation peer set and 401(k) contributions are secondarily benchmarked against the chemical industry ▪ ESPP: All eligible employees can participate at a capped and defined level of eligible compensation Comments 18 1. ESPP is funded by employees across 1Q-3Q with share issuance in 4Q
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Appendix
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General Comments Unless otherwise specified, all financial measures in this presentation, where applicable, exclude significant items. Trademarks The Dow Diamond, logo and all products, unless otherwise noted, denoted with , ℠ or ® are trademarks, service marks or registered trademarks of The Dow Chemical Company or its respective subsidiaries or affiliates. Solely for convenience, the trademarks, service marks and trade names referred to in this communication may appear without the , ℠ or ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names. This presentation may also contain trademarks, service marks and trade names of certain third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this communication is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Cautionary Statement about Forward-Looking Statements Certain statements in this presentation are “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would,” and similar expressions, and variations or negatives of these words or phrases. Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncerta inties and other factors that are beyond Dow’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow’s products; Dow’s expenses, future revenues and profitability; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflicts between Russia and Ukraine and in the Middle East; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow's contemplated capital and operating projects; Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe, including the completion and success of its integrated ethylene cracker and derivatives facility in Alberta, Canada; size of the markets for Dow’s products and services and ability to compete in such markets; Dow’s ability to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow’s products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow’s intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow’s significant customers and suppliers; changes in public sentiment and political leadership; increased concerns about plastics in the environment and lack of a circular economy for plastics at scale; changes in consumer preferences and demand; changes in laws and regulations, political conditions, tariffs and trade policies, or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business, logistics, and supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflicts between Russia and Ukraine and in the Middle East; weather events and natural disasters; disruptions in Dow’s information technology networks and systems, including the impact of cyberattacks; risks related to Dow’s separation from DowDuPont Inc. such as Dow’s obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities; and any global and regional economic impacts of a pandemic or other public health-related risks and events on Dow’s business. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomp lished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the Company's subsequent reports filed with the U.S. Securities and Exchange Commission. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow’s business. Dow Inc. and The Dow Chemical Company and its consolidated subsidiaries assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws. General Comments and Safe Harbor 20
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Non-GAAP Financial Measures This presentation includes information that does not conform to GAAP and are considered non-GAAP measures. Management uses these measures internally for planning, forecasting and evaluating the performance of the Company's segments, including allocating resources. Dow's management believes that these non-GAAP measures best reflect the ongoing performance of the Company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the Company and a more useful comparison of year-over-year results. These non-GAAP measures supplement the Company's GAAP disclosures and should not be viewed as alternatives to GAAP measures of performance. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Dow does not provide forward-looking GAAP financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most comparable GAAP financial measures on a forward-looking basis because the Company is unable to predict with reasonable certainty the ultimate outcome of pending litigation, unusual gains and losses, foreign currency exchange gains or losses and potential future asset impairments, as well as discrete taxable events, without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP results for the guidance period. See investors.dow.com for a reconciliation of the most directly comparable GAAP financial measure. Definitions Operating EBIT is defined as earnings (i.e. “Income (loss) before income taxes”) before interest, excluding the impact of significant items. Operating EBITDA is defined as earnings (i.e. “Income (loss) before income taxes”) before interest, depreciation and amortization, excluding the impact of significant items. Operating EBIT Margin is defined as Operating EBIT as a percentage of net sales. Operating EBITDA Margin is defined as Operating EBITDA as a percentage of net sales. Adjusted Operating EBIT is defined as Operating EBIT less equity earnings (losses). Adjusted Operating EBIT Margin is defined as Operating EBIT less equity earnings (losses), divided by net sales. Adjusted Operating EBITDA is defined as Operating EBITDA less equity earnings (losses). Adjusted Operating EBITDA Margin is defined as Adjusted Operating EBITDA divided by net sales., excluding certain transactions with nonconsolidated affiliates. Operating Earnings Per Share is defined as "Earnings (loss) per common share - diluted“, excluding the after-tax impact of significant items. Operational Tax Rate is defined as the effective tax rate (i.e., GAAP “Provision (credit) for income taxes” divided by “Income (loss) before income taxes”), excluding the impact of significant items. Free Cash Flow is defined as "Cash provided by (used for) operating activities - continuing operations," less capital expenditures. Under this definition, Free Cash Flow represents the cash generated by Dow from operations after investing in its asset base. Free Cash Flow, combined with cash balances and other sources of liquidity, represent the cash available to fund obligations and provide returns to shareholders. Free Cash Flow is an integral financial measure used in Dow's financial planning process. Free Cash Flow Yield is defined as Free Cash Flow divided by market capitalization. Shareholder Remuneration is defined as dividends paid to stockholders plus purchases of treasury stock. Shareholder Yield is defined as Shareholder Remuneration divided by market capitalization. Cash Flow Conversion is defined as “Cash provided by (used for) operating activities – continuing operations” divided by Operating EBITDA. Management believes Cash Flow Conversion is an important financial metric as it helps the Company determine how efficiently it is converting its earnings to cash flow. Free Cash Conversion at an operating segment level is defined as Adjusted Operating EBITDA less capital expenditures divided by Adjusted Operating EBITDA. Operating Net Income is defined as net income (loss), excluding the after-tax impact of significant items. Operating Return on Capital (ROC) is defined as net operating profit after tax, excluding the impact of significant items, divided by total average capital, also referred to as ROIC. Net operating profit after tax (excluding significant items) is a net income measure the Company uses in presentations to investors that excludes net income attributable to noncontrolling interests, and interest expense, exclusive of the significant items. Net Debt is defined as “Notes payable” plus “Long-term debt due within one year” plus “Long-term debt” less “Cash and cash equivalents” and “Marketable securities.” Kuwait Joint Ventures (JVs) refers to EQUATE Petrochemical Company K.S.C.C., The Kuwait Olefins Company K.S.C.C., and The Kuwait Styrene Company K.S.C.C. Thai Joint Ventures (JVs) refers to Map Ta Phut Olefins Company Limited and The SCGC-Dow Group (Siam Polyethylene Company Limited, Siam Polystyrene Company Limited, Siam Styrene Monomer Co., Ltd., Siam Synthetic Latex Company Limited). Non-GAAP Financial Measures & Definitions 21