Obligation DowChem 8.55% ( US260543BX04 ) en USD

DowChem

100 % ⇌

Etas-Unis

US260543BX04 ( en USD )

8.55% par an ( paiement semestriel )

15/05/2019 - Obligation échue

Prospectus brochure de l'obligation Dow Chemical US260543BX04 en USD 8.55%, échue

2 000 USD

3 250 000 000 USD

260543BX0

N/A

Dow Chemical est une entreprise multinationale américaine spécialisée dans la science des matériaux, produisant une large gamme de produits chimiques, plastiques et agricoles.

L'Obligation émise par DowChem ( Etas-Unis ) , en USD, avec le code ISIN US260543BX04, paye un coupon de 8.55% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2019

Final Prospectus Supplement
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)
(5)
Registration No. 333-140859
CALCULATION OF REGISTRATION FEE

Title of each Class of
Proposed Maximum
Securities to be
Aggregate Offering
Amount of
Registered

Price
Registration Fee(1)
7.60% Notes due 2014
$1,750,000,000
$ 97,650
8.55% Notes due 2019
$3,250,000,000
$181,350
9.40% Notes due 2039
$1,000,000,000
$ 55,800

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933. The total registration fee due for
this offering is $334,800.

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 23, 2007)

$6,000,000,000
The Dow Chemical Company
$1,750,000,000 7.60% Notes due 2014
$3,250,000,000 8.55% Notes due 2019
$1,000,000,000 9.40% Notes due 2039

The notes due 2014 will bear interest at the rate of 7.60% per year, the notes due 2019 will bear interest at the
rate of 8.55% per year and the notes due 2039 will bear interest at the rate of 9.40% per year. The interest rate on
the notes may be adjusted under the circumstances described in this prospectus supplement under "Description of
the Notes--Interest Rate Adjustment." Interest on the notes will be payable on May 15 and November 15 of each
year, beginning November 15, 2009. The notes due 2014 will mature on May 15, 2014, the notes due 2019 will
mature on May 15, 2019 and the notes due 2039 will mature on May 15, 2039. We may redeem the notes at our
option, at any time in whole, or from time to time in part, at the applicable redemption prices set forth under
"Description of the Notes--Optional Redemption." If we experience a change of control repurchase event, we
may be required to offer to purchase the notes from holders as described under "Description of the Notes--
Repurchase at the Option of Holders Upon Change of Control Repurchase Event."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other
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Final Prospectus Supplement
senior unsecured indebtedness from time to time outstanding. The notes will be issued only in registered form in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We are offering all of the notes due 2014, $1,903,032,000 aggregate principal amount of the notes due 2019 and
all of the notes due 2039. The selling noteholders named in this prospectus supplement are offering
$1,346,968,000 aggregate principal amount of the notes due 2019. We will not receive any proceeds from the
sale of notes by the selling noteholders.

Investing in the notes involves risks that are described under "Risk Factors" beginning on page S-
14.

Per Note
Per Note
Per Note

due 2014
Total
due 2019
Total
due 2039
Total
Public offering price (1)
99.688% $1,744,540,000 99.794% $3,243,305,000 99.562% $995,620,000
Underwriting discount

0.600% $
10,500,000
0.650% $
21,125,000
0.875% $
8,750,000
Proceeds, before
expenses, to us
99.088% $1,734,040,000 99.144% $1,886,742,046 98.687% $986,870,000
Proceeds, before
expenses, to the selling
noteholders

--
-- 99.144% $1,335,437,954
--
--

(1) Plus accrued interest from May 13, 2009 if settlement occurs after such date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or passed upon the adequacy or accuracy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme and Euroclear
Bank, S.A./N.V. as operator of the Euroclear System, on or about May 13, 2009.

Joint Book-Running Managers

Banc of America Securities LLC

Citi

HSBC

Morgan Stanley
Mizuho Securities USA Inc.
RBS
(Notes due 2014)

(Notes due 2019)
Senior Co-Managers

Barclays Capital

Deutsche Bank Securities

Mitsubishi UFJ Securities
Co-Managers
Blaylock Robert Van, LLC
Loop Capital Markets, LLC
Utendahl Capital Group, LLC
The Williams Capital Group, L.P.
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Final Prospectus Supplement
May 7, 2009.
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Final Prospectus Supplement
Table of Contents
You should rely only on the information contained in or incorporated by reference into this prospectus
supplement or the accompanying prospectus. Neither we, the selling noteholders, nor the underwriters
have authorized anyone to provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it.
Neither we, the selling noteholders, nor the underwriters are making an offer of these securities in any
jurisdiction where the offer is not permitted.
You should not assume that the information contained or incorporated by reference into this prospectus
supplement or the accompanying prospectus is accurate as of any date other than the dates on the front of
this prospectus supplement or the accompanying prospectus, or the date on the report incorporated by
reference or the information contained therein, as the case may be.

TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement

S-ii
Cautionary Statements Relating to Forward-Looking Information

S-ii
Prospectus Supplement Summary

S-1
Risk Factors
S-14
Use of Proceeds
S-21
Capitalization
S-22
Selected Historical Financial and Other Data of Dow
S-24
Selected Historical Financial and Other Data of Rohm and Haas
S-26
Unaudited Pro Forma Combined Condensed Financial Information
S-27
The Business of The Dow Chemical Company
S-37
The Business of Rohm and Haas Company
S-40
Description of the Financing Transactions
S-43
Other Offerings
S-49
Description of the Notes
S-50
Selling Noteholders
S-61
United States Federal Tax Considerations
S-62
Underwriting
S-68
Legal Matters
S-72
Experts
S-72
Where You Can Find More Information
S-72
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Final Prospectus Supplement
Prospectus

Page
About This Prospectus

3
The Dow Chemical Company

3
Use of Proceeds

3
Ratios of Earnings to Fixed Charges

3
Description of Capital Stock

4
Description of Depository Shares

11
Description of Debt Securities

14
Description of Warrants

24
Description of Stock Purchase Contracts and Stock Purchase Units

26
Plan of Distribution

27
Validity of Securities

28
Experts

28
Where You Can Find More Information

28

S-i
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Final Prospectus Supplement
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is comprised of two parts. The first part is this prospectus supplement, which contains the terms
of this offering of notes by us and the selling noteholders and other information. The second part is the
accompanying prospectus dated February 23, 2007, which is part of our Registration Statement on Form S-3
(No. 333-140859) and contains more general information, some of which does not apply to this offering.
This prospectus supplement may add to, update or change the information in the accompanying prospectus. If
information in this prospectus supplement is inconsistent with information in the accompanying prospectus, this
prospectus supplement will apply and will supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference into this
prospectus supplement and the accompanying prospectus in making your investment decision. You should also
read and consider the information in the documents to which we have referred you in "Where You Can Find
More Information" in this prospectus supplement.
No person is authorized to give any information or to make any representation that is different from, or in
addition to, those contained or incorporated by reference into this prospectus supplement or the accompanying
prospectus and, if given or made, such information or representations must not be relied upon as having been
authorized. Neither the delivery of this prospectus supplement and the accompanying prospectus, nor any sale
made hereunder, shall under any circumstances create any implication that there has been no change in our affairs
since the date of this prospectus supplement, or that the information contained or incorporated by reference into
this prospectus supplement or the accompanying prospectus is correct as of any time subsequent to the date of
such information.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in
certain jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do
not constitute an offer to sell, or an invitation on our behalf or the underwriters or any of them, to subscribe to or
purchase any of the notes, and may not be used for or in connection with an offer or solicitation by anyone, in
any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation. See "Underwriting."
In this prospectus supplement, unless otherwise stated or the context otherwise requires, references to "Dow,"
"we," "us," "our," and "Company" refer to The Dow Chemical Company and its consolidated subsidiaries,
which, prior to April 1, 2009, did not include Rohm and Haas Company and its subsidiaries and, since April 1,
2009, has included Rohm and Haas Company and its subsidiaries. References to "TDCC" refer to The Dow
Chemical Company excluding its subsidiaries. References to "Rohm and Haas" refer to Rohm and Haas
Company and its consolidated subsidiaries. The term "selling noteholders" refers, collectively, to the selling
noteholders named in this prospectus supplement under the caption "Selling Noteholders." If we use a capitalized
term in this prospectus supplement and do not define the term in this document, it is defined in the accompanying
prospectus.
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Final Prospectus Supplement
CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING INFORMATION
This prospectus supplement and the accompanying prospectus, and the documents incorporated herein by
reference, may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of
1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Those statements relate to developments, results, conditions or other events we expect or
anticipate will occur in the future. We intend words such as "believes," "anticipates," "may," "should," "could,"
"plans," "expects" and similar expressions to identify forward-looking statements. The forward-looking
statements involve risks and uncertainties that may affect our operations, markets, products, services, prices and
other factors as more fully discussed elsewhere in this prospectus supplement and in the documents incorporated
herein by reference. These risks and uncertainties include, but are not limited to, economic, competitive, legal,
governmental and technological factors. Accordingly, there is no assurance that our expectations will be realized.
We assume no obligation to provide revisions to any forward-looking statements should circumstances change,
except as otherwise required by securities and other applicable laws.

S-ii
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Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about us and this offering discussed elsewhere in this
prospectus supplement, the accompanying prospectus or the documents that we have filed with the Securities
and Exchange Commission (the "SEC") that are incorporated herein by reference. It does not contain all of
the information that is important to you in deciding whether to purchase the notes. We encourage you to read
the entire prospectus supplement, the accompanying prospectus and the documents that we have filed with
the SEC that are incorporated herein by reference, including the financial statements and notes thereto, prior
to deciding whether to purchase the notes.
Dow's Business
Dow is a diversified chemical company that combines the power of science and technology with the "Human
Element" to constantly improve what is essential to human progress. Dow offers a broad range of products
and services, connecting chemistry and innovation with the principles of sustainability to help provide
everything from fresh water, food, and pharmaceuticals to paints, packaging and personal care products. Dow
is the largest U.S. producer of chemicals and plastics, in terms of sales, with total sales of $57.5 billion in
2008. Dow conducts its worldwide operations through global businesses, which, prior to April 1, 2009, were
reported in six operating segments:

· Performance Plastics, consisting of the Dow Automotive, Dow Building Solutions, Dow Epoxy,

Polyurethanes and Polyurethane Systems, Specialty Plastics and Elastomers, and Technology
Licensing and Catalyst businesses,

· Performance Chemicals, consisting of the Designed Polymers, Dow Latex, and Specialty Chemicals

businesses, along with the results of Dow Corning Corporation, and a portion of the results of the
OPTIMAL Group of Companies and the SCG-Dow Group, all joint ventures of Dow,

· Agricultural Sciences, consisting of the Dow AgroSciences business,

· Basic Plastics, consisting of the Polyethylene, Polypropylene, and Polystyrene businesses, along

with the results of Equipolymers and Americas Styrenics LLC, as well as a portion of the results of
EQUATE Petrochemical Company K.S.C. and the SCG-Dow Group, all joint ventures of Dow,

· Basic Chemicals, consisting of the Core Chemicals and Ethylene Oxide/Ethylene Glycol businesses,

along with the results of MEGlobal, and a portion of the results of EQUATE Petrochemical
Company K.S.C. and the OPTIMAL Group of Companies, all joint ventures of Dow, and

· Hydrocarbons and Energy, consisting of the Hydrocarbons and Energy business, along with the

results of Compañía Mega, S.A., and a portion of the results of the SCG-Dow Group, both joint
ventures of Dow.
Following Dow's acquisition of Rohm and Haas, Dow announced a new management organization. As such,
in the second quarter of 2009, Dow will reevaluate its reportable operating segments.
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Final Prospectus Supplement
In 2008, Dow sold approximately 3,300 products and its services to customers in approximately 160
countries throughout the world. Thirty-six percent of its sales were to customers in North America;
38 percent were in Europe; while the remaining 26 percent were to customers in Asia Pacific, Latin America,
India, the Middle East and Africa. In 2008, Dow employed approximately 46,000 people, with approximately
6,000 engaged in various research and development activities, and has a broad, global reach, with 150
manufacturing sites in 35 countries.
In 2008, Dow's net sales increased 7 percent over 2007 to $57.5 billion, setting a new sales record for Dow,
as a 12 percent increase in prices outweighed a 5 percent decline in volume. The increase in prices was

S-1
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Final Prospectus Supplement
Table of Contents
principally in response to higher feedstock and energy purchased costs, which were up $5.9 billion compared
with 2007. Reported earnings in 2008 of $579 million declined from $2,887 million in 2007. The earnings
decline in 2008 was largely due to a deterioration in global demand, higher feedstock and energy and other
raw material costs, lower equity in earnings from nonconsolidated affiliates reflecting demand destruction,
goodwill impairment losses, and the impact of a restructuring plan announced toward the end of 2008 as part
of a series of actions to advance Dow's strategy and respond to the recent, severe economic downturn. The
restructuring plan included the elimination of approximately 5,000 jobs (including planned divestitures) and
the closure of facilities in high-cost locations. In addition, Dow announced the temporary idling of nearly 200
plants. Overall, Dow's focus on price and volume management and control of discretionary spending helped
to partially offset deteriorating results in a challenging economic environment. In 2008, Dow reported strong
cash flow from operating activities of $4.7 billion and ended the year with $2.8 billion of cash and cash
equivalents.
Dow had net sales of $9,087 million for the three months ended March 31, 2009, a decrease of 39 percent
compared with net sales of $14,824 million for the three months ended March 31, 2008. Compared with the
same quarter of 2008, prices declined 20 percent, driven principally by decreases in feedstock and energy
costs (which were down $3.1 billion or 49 percent), while volume declined 19 percent due to an overall
decrease in global demand. "Net income attributable to The Dow Chemical Company" for the three months
ended March 31, 2009 was $24 million, down from $941 million for the three months ended March 31, 2008.
Despite significantly lower feedstock and energy costs and our cost control efforts, earnings declined due to
lower selling prices and lower volume, as well as a decline in our equity in the earnings of nonconsolidated
affiliates, as our joint ventures were also impacted by poor economic conditions. In addition, earnings in the
first quarter of 2009 were impacted by additional severance related to our restructuring activities, additional
Rohm and Haas acquisition-related expenses, and our share of a restructuring charge recorded in the first
quarter by Dow Corning Corporation.
Dow continues to implement a strategy designed to reduce earnings cyclicality and improve earnings growth
by increasing investments in the Performance businesses and growing the Basics businesses through cost-
advantaged joint ventures. In furtherance of this strategy, on April 1, 2009, Dow acquired Rohm and Haas
Company. For a summary description of Rohm and Haas' business, see "--Rohm and Haas' Business"
below. For a summary description of Dow's acquisition of Rohm and Haas and the related financing, see "--
Rohm and Haas Acquisition and Related Financing" below.
For more information concerning Dow's business, see "The Business of The Dow Chemical Company."
Rohm and Haas' Business
Rohm and Haas, which became our wholly owned subsidiary on April 1, 2009, is a global specialty materials
company with sales of $9.6 billion in 2008 on a portfolio of global businesses including electronic materials,
specialty materials and salt. Its products enable the creation of leading-edge consumer goods and other
products found in a broad segment of dynamic markets, the largest of which include: building and
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Document Outline

#1">sec.gov
- #1">Final Prospectus Supplement