Obligation DowChem 4.25% ( US260543CC57 ) en USD

DowChem

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US260543CC57 ( en USD )

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Prospectus brochure de l'obligation Dow Chemical US260543CC57 en USD 4.25%, échue

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1 750 000 000 USD

260543CC5

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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 US260543CC57, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2020

Prospectus
424B5 1 d424b5.htm PROSPECTUS
Table of Contents

CALCULATION OF REGISTRATION FEE

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

Offering Price

Fee(1)
2.50% Notes due 2016

$750,000,000

$53,475
4.25% Notes due 2020

$1,750,000,000
$124,775

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933. The total registration fee due for this offering is $178,250.
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-164985
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 19, 2010)
$2,500,000,000
The Dow Chemical Company
$750,000,000 2.50% Notes due 2016
$1,750,000,000 4.25% Notes due 2020

The notes due 2016 will bear interest at the rate of 2.50% per year and the notes due 2020 will bear interest at the rate of 4.25% per year.
Interest on the notes due 2016 will be payable on February 15 and August 15 of each year, beginning February 15, 2011, and interest on the notes
due 2020 will be payable on May 15 and November 15, beginning May 15, 2011. The notes due 2016 will mature on February 15, 2016, and the
notes due 2020 will mature on November 15, 2020. 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 a 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 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.

Investing in the notes involves risks that are described under "Risk Factors" beginning on page S-11.
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.

Per Note
Per Note

due 2016

Total

due 2020

Total

Public offering price (1)

99.850%
$748,875,000
99.725%
$1,745,187,500
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Underwriting discount

0.350%
$
2,625,000
0.450%
$
7,875,000
Proceeds, before expenses, to us

99.500%
$746,250,000
99.275%
$1,737,312,500

(1)
Plus accrued interest from November 9, 2010 to the date of delivery.

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 November 9, 2010.

Joint Book-Running Managers

Barclays Capital
BNP PARIBAS
Deutsche Bank Securities

Senior Co-Managers

BBVA Securities
Credit Agricole CIB
Mitsubishi UFJ Securities
Mizuho Securities USA Inc.

Santander

SMBC Nikko
Co-Managers

Fifth Third Securities, Inc.
Loop Capital Markets
MFR Securities, Inc.

The Williams Capital Group, L.P.
November 4, 2010
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 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 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 of 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-1
Cautionary Statements Relating to Forward-Looking Information
S-1
Prospectus Supplement Summary
S-2
Risk Factors
S-11
Use of Proceeds
S-13
Capitalization
S-13
Description of the Notes
S-14
United States Federal Tax Considerations
S-23
Underwriting
S-28
Legal Matters
S-31
Experts
S-31
Where You Can Find More Information
S-32
Prospectus

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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

13
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
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 and
other information. The second part is the accompanying prospectus dated February 19, 2010, which is part of our Registration Statement on Form
S-3 (No. 333-164985) 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. References to "TDCC" refer to The Dow Chemical Company
excluding its subsidiaries. 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.
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
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laws.

S-1
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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 combines the power of science and technology with the "Human Element" to passionately innovate what is essential to human progress.
The Company connects chemistry and innovation with the principles of sustainability to help address many of the world's most challenging
problems such as the need for clean water, renewable energy generation and conservation, and increasing agricultural productivity. Dow's
diversified industry-leading portfolio of specialty chemical, advanced materials, agrosciences and plastics businesses deliver a broad range of
technology-based products and solutions to customers in approximately 160 countries and in high growth sectors such as electronics, water,
energy, coatings and agriculture. Dow's net sales for the year ended December 31, 2009 and for the nine months ended September 30, 2010 were
$44.9 billion and $39.9 billion, respectively. The Company's more than 5,000 products are manufactured at 214 sites in 37 countries across the
globe. At September 30, 2010, the Company employed 49,191 people worldwide. The following are descriptions of the Company's eight operating
segments.
Electronic and Specialty Materials
Dow Electronic Materials is a leading global supplier of materials for chemical mechanical planarization; materials used in the production of
electronic displays; products and technologies that drive leading edge semiconductor design; materials used in the fabrication of printed circuit
boards; and integrated metallization processes critical for interconnection, corrosion resistance, metal finishing and decorative applications. These
enabling materials are found in applications such as consumer electronics, flat panel displays and telecommunications.
Specialty Materials is a portfolio of businesses characterized by a vast global footprint, a broad array of unique chemistries, multi-functional
ingredients and technology capabilities, combined with key positions in the pharmaceuticals, food, home and personal care, water and energy
production, and industrial specialty industries. These technology capabilities and market platforms enable the businesses to develop innovative
solutions that address modern societal needs for sufficient and clean water, air and energy, material preservation and improved health care, disease
prevention, nutrition and wellness. The businesses' global footprint and geographic reach provide multiple opportunities for value growth.
Specialty Materials consists of five global businesses: Dow Water and Process Solutions, Dow Home and Personal Care, Dow Microbial Control,
Dow Wolff Cellulosics and Performance Materials.
The Electronic and Specialty Materials segment also includes the Company's share of the results of Dow Corning Corporation, a joint venture
of the Company.
Coatings and Infrastructure
Dow Adhesives and Functional Polymers is a portfolio of businesses that primarily manufacture sticking and bonding solutions for a wide
range of applications, including adhesive tapes and paper labels, flexible

S-2
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packaging and leather, textile and imaging. These products are supported with market recognized best-in-class technical support and end-use
application knowledge. Many of the businesses' water-borne technologies are well-positioned to support more environmentally preferred
applications.
Dow Building and Construction is comprised of two global businesses Dow Building Solutions and Dow Construction Chemicals which
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offer extensive lines of industry-leading insulation, housewrap, sealant and adhesive products and systems, as well as construction chemical
solutions. Through its strong sales support, customer service and technical expertise, Dow Building Solutions provides meaningful solutions for
improving the energy efficiency in homes and buildings today, while also addressing the industry's emerging needs and demands. Additionally,
Dow Construction Chemicals provides solutions for increased durability, greater water resistance and lower systems costs. As a leader in insulation
solutions, the businesses' products help curb escalating utility bills, reduce a building's carbon footprint and provide a more comfortable indoor
environment.
Dow Coating Materials is the largest coatings supplier in the world and a premier supplier of raw materials for architectural paints and
industrial coatings. The business manufactures and delivers solutions that leverage high quality, technologically advanced product offerings for
paint and coatings. The business also offers technologies used in industrial coatings, including packaging, pipelines, wood, automotive, marine,
maintenance and protective industries. The business is also the leader in the conversion of solvent to water-based technologies, which enable
customers to offer more environmentally friendly products, including low volatile organic compound (VOC) paints and other sustainable coatings.
Health and Agricultural Sciences
Dow AgroSciences is a global leader in providing agricultural and plant biotechnology products, pest management solutions and healthy oils.
The business invents, develops, manufactures and markets products for use in agriculture, industrial and commercial pest management and food
service.
The Health and Agricultural Sciences segment also includes the results of the AgroFresh business, providing a portfolio of products used for
maintaining the freshness of fruits, vegetables and flowers.
Performance Systems
Dow Automotive Systems is a leading global provider of technology-driven solutions that meet consumer demand for vehicles that are safer,
stronger, quieter, lighter, more comfortable and stylish. The business provides plastics, adhesives, glass bonding systems, emissions control
technology, films, fluids, structural enhancement and acoustical management solutions to original equipment manufacturers, tier, aftermarket and
commercial transportation customers. With offices and application development centers around the world, Dow Automotive Systems provides
materials science expertise and comprehensive technical capabilities to its customers worldwide.
Dow Elastomers offers a unique set of elastomers, specialty films and plastic additive products for customers worldwide. The business is
focused on delivering innovative solutions that allow for differentiated participation in multiple industries and applications. The business offers a
broad range of performance elastomers and plastomers, specialty copolymers, synthetic rubber, specialty resins, and films and plastic additives.
Key applications include adhesives, transportation, building and construction, packaging and consumer durables.
Dow Formulated Systems manufactures and markets custom formulated, rigid and semi-rigid, flexible, integral skin and microcellular
polyurethane foams and systems and tailor-made epoxy solutions and systems. These products are used in a broad range of applications including
appliances, athletic equipment, automotive, bedding, construction, decorative molding, furniture, shoe soles and wind turbines.

S-3
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Dow Wire and Cable is the world's leading provider of polymers, additives and specialty oil technology-based solutions for electrical and
telecommunication applications. Through its suite of polyolefin ENDURANCETM products, the business sets industry standards for assurance of
longevity, efficiency, ease of installation and protection in the transmission, distribution and consumption of power, voice and data. In addition to
world-class power, telecommunications and flame retardant/specialty cable applications, the business supports its product offerings with solid
research, product development, engineering and market validation expertise.
The Performance Systems segment also includes the results of Dow Fiber Solutions, providing differentiated fibers and process
improvements to the textile industry, and Dow Oil and Gas, providing products for use in exploration and production, refining and gas processing,
transportation, and fuel and lubricant performance.
On June 17, 2010, Dow completed its divestiture of the Styron business unit to an affiliate of Bain Capital Partners (the "Styron
Divestiture"). Businesses and products sold in the Styron Divestiture included Synthetic Rubber and certain products from Dow Automotive
Systems, which were reported in the Performance Systems segment through the date of the divestiture.
Performance Products
The Amines business is the world's largest producer of ethanolamines, ethyleneamines and isopropanolamines used in a wide variety of
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applications, including gas treatment, heavy-duty liquid detergents, herbicide formulations for the agricultural industry and personal care products.
The Emulsion Polymers business provided a broad line of styrene-butadiene products supporting customers in paper and paperboard
applications, as well as carpet and artificial turf backings.
Businesses sold in the Styron Divestiture included Emulsion Polymers (styrene-butadiene latex), which was reported in the Performance
Products segment through the date of the divestiture.
The Epoxy business is the world's largest producer of epoxy resins and intermediates. The business is the most feedstock-integrated supplier
in the world. Epoxies provide good adhesion and coating protection over a range of environmental conditions, making them ideal for applications
such as transportation, marine and civil engineering.
The Oxygenated Solvents business offers a full range of acetone derivatives, alcohols, esters, and ethylene- and propylene-based glycol ether
products. The business is the industry leader in solvent products used in cleaning products, inks, electronics, mining, paints and coatings, personal
care and other applications.
The Performance Monomers business produces specialty monomer products that are sold externally as well as consumed internally as
building blocks used in downstream polymer businesses. The business' products are used in several applications, including cleaning materials,
personal care products, paints, coatings and inks.
The Polyglycols, Surfactants and Fluids business is one of the world's leading suppliers of polyglycols and surfactants, with a broad range
of products and technology and a proven record of performance and economy. The business also produces a broad line of lubricants, hydraulic
fluids, aircraft deicing fluids and thermal fluids, with some of the most recognized brand names in the industry. Product applications include
chemical processing, cleaning, heating, cooling, food and beverage processing, fuel additives, paints and coatings, pharmaceuticals and silicone
surfactants.
The Polyurethanes business is a leading global producer of polyurethane raw materials. Dow's polyurethane products are used in a broad
range of applications including appliance, athletic equipment, automotive, bedding, construction, decorative molding, furniture and shoe soles.

S-4
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The Performance Products segment also includes the results of Dow Haltermann, a provider of world-class contract manufacturing services
to companies in the fine and specialty chemicals and polymers industries, and SAFECHEM, a wholly owned subsidiary that manufactures closed-
loop systems to manage the risks associated with chlorinated solvents. The segment also includes a portion of the results of two groups of joint
ventures of the Company, the OPTIMAL Group of Companies (through September 30, 2009, the date on which the Company completed the sale of
its ownership interests in this group) and the SCG-Dow Group.
Basic Plastics
The Polyethylene business is the world's leading supplier of polyethylene-based solutions through sustainable product differentiation. With
multiple catalyst and process technologies, the business offers customers one of the industry's broadest ranges of polyethylene resins.
The Polypropylene business, a major global polypropylene supplier, provides a broad range of products and solutions tailored to customer
needs by leveraging Dow's leading manufacturing and application technology, research and product development expertise, extensive market
knowledge and strong customer relationships.
The Styrenics business, the global leader in the production of polystyrene resins, is uniquely positioned with geographic breadth and
participation in a diversified portfolio of applications.
Businesses sold in the Styron Divestiture included Styrenics (polystyrene, acrylonitrile butadiene styrene, styrene acrylonitrile and
expandable polystyrene), Polycarbonate and Compounds and Blends, as well as the Company's 50% ownership interest in Americas Styrenics
LLC, a principal nonconsolidated affiliate; all of which were reported in the Basic Plastics segment through the date of the divestiture.
The Basic Plastics segment also includes the results of the Basic Plastics Licensing and Catalyst business and the Polycarbonate and
Compounds and Blends business (through the June 17, 2010 Styron Divestiture). It also includes the results of Equipolymers, Americas Styrenics
LLC (through the June 17, 2010 Styron Divestiture) and Univation Technologies (which licenses the UNIPOLTM polyethylene process and sells
related catalysts, including metallocene catalysts), as well as a portion of the results of EQUATE Petrochemical Company K.S.C., The Kuwait
Olefins Company K.S.C. and the SCG-Dow Group, all joint ventures of the Company.
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Basic Chemicals
The Chlor-Alkali/Chlor-Vinyl business focuses on the production of chlorine for consumption by downstream Dow derivatives, as well as
production, marketing and supply of ethylene dichloride, vinyl chloride monomer and caustic soda. These products are used for applications such
as alumina production, pulp and paper manufacturing, soaps and detergents and building and construction. Dow is the world's largest producer of
both chlorine and caustic soda.
The Ethylene Oxide/Ethylene Glycol business is the world's largest producer of purified ethylene oxide, principally used in Dow's
downstream performance derivatives. Dow is also a key supplier of ethylene glycol to MEGlobal, a 50:50 joint venture and a world leader in the
manufacture and marketing of merchant monoethylene glycol and diethylene glycol. Ethylene glycol is used in polyester fiber, polyethylene
terephthalate (PET) for food and beverage container applications, polyester film, and aircraft and runway deicers.
The Basic Chemicals segment also includes the results of the Chlorinated Organics business. Also included in the Basic Chemicals segment
are the results of MEGlobal and a portion of the results of EQUATE Petrochemical Company K.S.C., The Kuwait Olefins Company K.S.C. and the
OPTIMAL Group of Companies (through the September 30, 2009 divestiture) all joint ventures of the Company.

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Hydrocarbons and Energy
The Hydrocarbons and Energy business encompasses the procurement of fuels, natural gas liquids and crude oil-based raw materials, as well
as the supply of monomers, power and steam principally for use in Dow's global operations. The business regularly sells its by-products and buys
and sells products in order to balance regional production capabilities and derivative requirements. The business also sells products to certain Dow
joint ventures. Dow is the world leader in the production of olefins and aromatics.
The Hydrocarbons and Energy segment also includes the results of Compañía Mega S.A. and a portion of the results of The Kuwait Olefins
Company K.S.C. and the SCG-Dow Group, joint ventures of the Company.
Businesses and products sold in the Styron Divestiture included certain styrene monomer assets, which were reported in the Hydrocarbons
and Energy segment through the date of the divestiture.
Corporate includes the results of Ventures (which includes new business incubation platforms focused on identifying and pursuing new
commercial opportunities); Venture Capital; non-business aligned technology licensing and catalyst activities; the Company's insurance operations
and environmental operations; and certain corporate overhead costs and cost recovery variances not allocated to the operating segments. In 2009,
Corporate also included the results of the Salt business, which the Company acquired with the April 1, 2009 acquisition of the Rohm and Haas
Company ("Rohm and Haas") and sold to K+S Aktiengesellschaft on October 1, 2009.

Our principal executive offices are located at 2030 Dow Center, Midland, Michigan 48674, and our telephone number is (989) 636-1000.
Our Internet website address is www.dow.com. The information on or connected to our website is not incorporated by reference into this prospectus
supplement or the accompanying prospectus, and you should not consider them to be a part of this prospectus supplement or the accompanying
prospectus.

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The Offering

Issuer
The Dow Chemical Company.

Securities Offered
$750,000,000 2.50% notes due 2016.
$1,750,000,000 4.25% notes due 2020.
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Maturity
The notes due 2016 will mature on February 15, 2016. The notes due 2020 will mature on
November 15, 2020.

Interest
Interest on the notes will accrue from November 9, 2010 at the rate of 2.50% per year, in
the case of the notes due 2016, and 4.25% per year, in the case of the notes due 2020.
Interest on the notes due 2016 will be payable semi-annually in arrears on February 15 and
August 15 of each year, beginning February 15, 2011, and interest on the notes due 2020
will be payable semi-annually in arrears on May 15 and November 15, beginning May 15,
2011.

Optional Redemption
The notes due 2016 will be redeemable, at any time in whole or from time to time in part,
prior to their maturity date and the notes due 2020 will be redeemable, at any time in
whole or from time to time in part, prior to the date that is three months prior to their
maturity date, in each case at a redemption price equal to the greater of:

· 100% of the principal amount of the notes being redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the
date of redemption), discounted to the date of redemption on a semiannual basis

(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined under "Description of the Notes--Optional Redemption"), plus 25 basis points,
in the case of the notes due 2016, and 30 basis points, in the case of the notes due 2020.
We will also pay the accrued and unpaid interest on the notes to, but excluding, the
redemption date.
At any time on or after the date that is three months prior to their maturity date, the notes
due 2020 will be redeemable, in whole or from time to time in part, at our option at par
plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Repurchase at the Option of Holders Upon a Change of If we experience a "Change of Control Repurchase Event" (as defined in this prospectus
Control Repurchase Event
supplement), we will be required, unless we have exercised our right to redeem the notes,
to offer to purchase the notes at a purchase price equal to 101% of their principal amount,
plus accrued and unpaid interest.

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Ranking
The notes will be our senior unsecured obligations and will rank equal in right of payment
to our other senior unsecured debt from time to time outstanding. At September 30, 2010,
we had approximately $19.8 billion of long-term indebtedness outstanding on a
consolidated basis, of which $3.7 billion of subsidiary indebtedness would be structurally
senior to the notes.

Use of Proceeds
The proceeds from this offering will be used for general corporate purposes, which may
include repaying or refinancing indebtedness or other obligations, funding pension
contributions, funding capital expenditures, financing working capital, pursuing growth
initiatives, whether through acquisitions, joint ventures or otherwise. See "Use of
Proceeds."

Further Issues
We may from time to time, without notice to or the consent of the holders of the notes of
any series, create and issue additional debt securities having the same terms (except for the
issue date, the public offering price and the first interest payment date) and ranking equally
and ratably with the notes of a series offered hereby in all respects, as described under
"Description of the Notes--General." Any additional debt securities having such similar
terms, together with the applicable series of notes offered hereby, will constitute a single
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series of securities under the indenture.

Denomination and Form
We will issue the notes in the form of one or more fully registered global notes registered
in the name of the nominee of The Depository Trust Company, or DTC. Beneficial
interests in the notes will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and indirect participants in DTC.
Clearstream Banking, société anonyme and Euroclear Bank, S.A./ N.V., as operator of the
Euroclear System, will hold interests on behalf of their participants through their respective
U.S. depositaries, which in turn will hold such interests in accounts as participants of DTC.
Except in the limited circumstances described in this prospectus supplement, owners of
beneficial interests in the notes will not be entitled to have notes registered in their names,
will not receive or be entitled to receive notes in definitive form and will not be considered
holders of notes under the indenture. The notes will be issued only in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.

United States Federal Tax Considerations
For a summary of certain United States federal tax considerations relating to the purchase,
ownership and disposition of the notes, see "United States Federal Tax Considerations."

Risk Factors
Investing in the notes involves risks. See "Risk Factors" for a description of certain risks
you should particularly consider before investing in the notes.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Governing Law
New York.

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Summary Financial and Other Data of Dow
The following summary financial and other data of Dow should be read in conjunction with our consolidated financial statements, and the
notes relating thereto, incorporated by reference into this prospectus supplement and the accompanying prospectus. Results of Rohm and Haas are
included in our consolidated results from the acquisition date forward. The results of operations related to the calcium chloride business prior to
the June 30, 2009 divestiture, have been reclassified and reported as discontinued operations.

Nine Months Ended

September 30,

Year Ended December 31,

2010

2009

2009

2008

2007

(unaudited)

(dollars in millions)

Statements of Operations Data:

Net sales

$39,903
$32,409
$44,875
$57,361
$53,375
Cost of sales

33,962
28,288
39,148
51,913
46,302
Income from continuing operations before income taxes

2,156

319

469
1,277
4,192
Net income available for The Dow Chemical Company common
stockholders

1,544

249

336

579
2,887
Balance Sheets Data (end of period): (1)

Total assets

$66,001
$67,662
$66,018
$45,474
$48,801
Total current assets

20,669
19,009
19,542
16,060
18,654
Total current liabilities

13,159
12,333
13,105
13,108
12,445
Working capital (2)

7,510
6,676
6,437
2,952
6,209
Property

51,025
53,046
53,567
48,391
47,708
Net property

17,416
17,878
18,141
14,294
14,388
Notes payable

1,329
1,692
2,139
2,360
1,548
Long-term debt due within one year

1,772
1,362
1,082
1,454

586
Long-term debt

18,030
20,631
19,152
8,042
7,581
Total debt (3)

21,131
23,685
22,373
11,856
9,715
Total equity

22,604
21,245
21,124
13,580
19,803
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Prospectus
Preferred securities of subsidiaries

--

--

--

500
1,000
Financial Ratios:

Income from continuing operations before income taxes as a percent
of net sales

5.4%

1.0%

1.0%

2.2%

7.9%
Return on stockholders' equity (4)

11.5

2.0

2.0

4.3

14.9
Debt as a percent of total capitalization (5)

48.3

52.7

51.4

45.7

31.8
Ratio of earnings to fixed charges (6)

2.6x

1.4x

1.3x

2.3x

5.3x

(1)
Since the April 1, 2009 acquisition of Rohm and Haas, a net adjustment of $145 million was made to the fair values of the assets acquired
and liabilities assumed with a corresponding adjustment to goodwill. The balance sheet at September 30, 2009 has been retrospectively
adjusted to reflect these adjustments as required by the accounting guidance for business combinations. The adjustments, which are reflected
in the balance sheets data provided above, were as follows: total assets $632 million, current assets $(18) million, current liabilities $(1)
million and property $(59) million.
(2)
"Working capital" equals "Total current assets" minus "Total current liabilities."
(3)
"Total debt" equals "Notes payable" plus "Long-term debt due within one year" and "Long-term debt."
(4)
"Return on stockholders' equity" equals "Net income (loss) available for The Dow Chemical Company common stockholders" divided by
"Net stockholders' equity." "Net income (loss) available for The Dow Chemical Company common stockholders" is annualized for purposes
of the nine-month calculations.

S-9
Table of Contents
(5)
"Debt as a percent of total capitalization" equals "Total debt" divided by "Total debt" plus "Preferred securities of subsidiaries" and "Total
equity."
(6)
For the purposes of these ratios, earnings consist of income (loss) from continuing operations before income taxes, noncontrolling interests
and equity in earnings of nonconsolidated affiliates; plus fixed charges, amortization of capitalized interest and distributed income of
nonconsolidated affiliates; minus capitalized interest and preferred security dividends. Fixed charges consist of interest expense and
amortization of debt discount, capitalized interest, preferred security dividends, and a portion of rentals deemed to represent an interest factor.

S-10
Table of Contents

RISK FACTORS
You should carefully consider the following risk factors, as well as the other information included or incorporated by reference into this
prospectus supplement and the accompanying prospectus, before making an investment decision. The factors described below represent our
principal risk factors.
Risks Relating to Our Business
For a discussion of the risks related to our business and industries, see "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2009.
Risks Relating to the Notes
The notes are effectively subordinated to the existing and future liabilities of our subsidiaries.
The notes are senior unsecured obligations of TDCC and will rank equally in right of payment to TDCC's other senior unsecured debt from
time to time outstanding. The notes are not secured by any of TDCC's assets. Any future claims of secured lenders with respect to assets securing
their loans will be prior to any claim of the holders of the notes with respect to those assets.
TDCC's subsidiaries are separate and distinct legal entities from TDCC. TDCC's subsidiaries have no obligation to pay any amounts due on
the notes or to provide TDCC with funds to meet its payment obligations on the notes, whether in the form of dividends, distributions, loans or
other payments. In addition, any payment of dividends, loans or advances by TDCC's subsidiaries could be subject to statutory or contractual
restrictions. Payments to TDCC by its subsidiaries will also be contingent upon the subsidiaries' earnings and business considerations. TDCC's
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