Obligation DowChem 4.125% ( US260543CF88 ) en USD

DowChem

100 % ▼

Etas-Unis

US260543CF88 ( en USD )

4.125% par an ( paiement semestriel )

15/11/2021 - Obligation échue

Prospectus brochure de l'obligation Dow Chemical US260543CF88 en USD 4.125%, échue

2 000 USD

1 250 000 000 USD

260543CF8

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 US260543CF88, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2021

Prospectus Supplement
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424B2 1 d251401d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Security

Offering Price
Registration Fee(1)
4.125% Notes due 2021
$1,250,000,000
99.603%
$1,245,037,500
$142,682
5.250% Notes due 2041

$750,000,000
99.865%

$748,987,500
$85,834

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for this
offering is $228,516.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-164985

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 19, 2010)
$1,250,000,000 4.125% Notes due 2021
$750,000,000 5.250% Notes due 2041

The notes due 2021 will bear interest at the rate of 4.125% per year and the notes due 2041 will bear interest at the rate of
5.250% per year. Interest on the notes will be payable on May 15 and November 15 of each year, beginning May 15, 2012. The notes
due 2021 will mature on November 15, 2021, and the notes due 2041 will mature on November 15, 2041. We may redeem the notes
of either series 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 of each series 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 of each series 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-12.
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
due
Per Note

2021

Total
due 2041

Total

Public offering price (1)
99.603% $1,245,037,500 99.865% $748,987,500
Underwriting discount
0.450%
$5,625,000

0.875%
$6,562,500

Proceeds, before expenses, to us
99.153% $1,239,412,500 98.990% $742,425,000
(1) Plus accrued interest from November 14, 2011 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 14, 2011.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup
Mizuho Securities

Morgan Stanley
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Senior Co-Managers

ING

Mitsubishi UFJ Securities

RBS
Santander

SMBC Nikko

Standard Chartered Bank
Co-Managers

The Williams Capital Group, L.P.

Banca IMI
Ramirez & Co., Inc.

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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

Alternative Settlement Date
S-1

Cautionary Statements Relating to Forward-Looking Information
S-2

Prospectus Supplement Summary
S-3

Risk Factors
S-12
Use of Proceeds
S-14
Capitalization
S-14
Description of the Notes
S-15
Material United States Federal Tax Consequences
S-24
Underwriting
S-29
Legal Matters
S-33
Where You Can Find More Information
S-33
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
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

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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, 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,
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 for 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.
ALTERNATIVE SETTLEMENT DATE
It is expected that delivery of the notes will be made against payment therefor on or about November 14, 2011, which is the fifth
business day following the date hereof (such settlement cycle being referred to as "T+5"). Under Rule 15c6-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market generally are required to settle in three
business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on
the date of pricing or the next two succeeding business days will be required, by virtue of the fact that the notes initially will settle in
T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who
wish to trade the notes on the date of pricing should consult their own advisors.

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CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING INFORMATION
This prospectus supplement and the accompanying prospectus, and the documents incorporated 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 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, the accompanying prospectus, 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.

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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 may 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, 2010 and for the nine months ended September 30, 2011 were $53.7 billion and
$45.9 billion, respectively. The Company's more than 5,000 products are manufactured at 188 sites in 35 countries across the
globe. At September 30, 2011, the Company employed approximately 51,700 people worldwide. The following are descriptions
of the Company's six operating segments.
Electronic and Functional Materials
Dow Electronic Materials is a leading global supplier of materials for chemical mechanical planarization (CMP);
materials used in the production of electronic displays, including brightness films, diffusers, metalorganic light emitting diode
(LED) precursors and organic light emitting diode (OLED) materials; 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. Dow Electronic Materials includes
Display Technologies, Growth Technologies, Interconnect Technologies and Semiconductor Technologies.
Functional 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; and industrial specialty industries. These technology capabilities and market platforms enable the
businesses to develop innovative solutions that address modern societal needs for clean water and air; material preservation; and
improved health care, disease prevention, nutrition and wellness. Functional Materials includes Dow Home and Personal Care,
Dow Microbial Control, Dow Wolff Cellulosics and Performance Additives.
The Electronic and Functional Materials segment also includes a portion of the Company's share of the results of Dow
Corning Corporation, a joint venture of the Company.
Coatings and Infrastructure Solutions
Dow Building and Construction is comprised of three global businesses--Dow Building Solutions, Dow Construction
Chemicals and Dow Solar Solutions--that offer extensive lines of industry-leading insulation, housewrap, sealant and adhesive
products and systems, as well as construction chemical solutions and building-integrated photovoltaics. Through its strong sales
support, customer service and technical expertise, Dow

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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. Dow Construction Chemicals provides solutions for increased durability,
greater water resistance and lower systems costs. As a leader in insulation solutions, the business' products help curb escalating
utility bills, reduce a building's carbon footprint and provide a more comfortable indoor environment. Dow Solar Solutions is
focused on developing the next generation of solar energy products to help solve global energy challenges.
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 applications, 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.
Dow Water and Process Solutions is a leading water purification and separation technology supplier, developing
cost-effective technologies for water purification, desalination and separation solutions for specialty applications that make water
safer, cleaner and more available; food better tasting; and pharmaceuticals more effective.
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 Coatings and Infrastructure Solutions segment also includes a portion of the Company's share of the results of Dow
Corning Corporation, a joint venture of the Company.
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 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 Materials
The Amines business is the world's largest producer of ethanolamines and a leading global provider of ethyleneamines,
isopropanolamines and chelants. These products are used in a wide variety of applications, including lube oil additives,
wet-strength resins, metalworking fluids, liquid detergents, personal care products, and herbicide and fungicide formulations for
the agricultural industry.
The Chlorinated Organics business is the world's largest supplier of chlorinated organic products and services for
intermediates, which are used in the production of fluoropolymers, refrigerants, methyl cellulose, quaternary ammonium
compounds and silicones; and solvents, which are used as process agents in chemicals manufacturing, surface preparation, dry
cleaning and pharmaceuticals.
Dow Automotive Systems is a leading global provider of technology-driven solutions that meet consumer demands for
vehicles that are safer, stronger, quieter, lighter, and more comfortable and stylish. The business provides adhesives, glass
bonding systems, emissions control technology, performance plastics, polyurethane products and systems, films, fluids and
acoustical management solutions to original equipment manufacturers

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and 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 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.
Dow Plastic Additives is a worldwide supplier of additives and solutions used in a large variety of applications ranging
from construction materials and packaging containers to consumer appliances and electronics, business machines and automotive
parts. These additives and solutions improve impact strength, clarity, chemical and heat resistance, weather resistance and color
retention properties of base polymers. They also aid in the processing of plastics by increasing melt strength, heat stability and
lubricity, thereby enabling plastics processors to achieve greater output rates and increased efficiency without loss of quality.
The Epoxy business is a supplier of epoxy resins and intermediates that serves a diverse array of end-markets and
applications, including electrical laminates, civil engineering, composites, infrastructure and consumer goods. The business is
one of the most vertically-integrated epoxy suppliers in the world. This position helps provide cost advantages and economies of
scale across the value chain, as well as dependable product and service delivery around the globe.
The Oxygenated Solvents business is the world's largest producer of oxygenated solvents, with the leading position in
butanol, E- and P-series glycol ethers, as well as several other products in its portfolio. The business offers the broadest range of
solvents for servicing a diverse mix of end-use markets and applications, including paints and coatings, cleaning products, inks,
electronics, pharmaceuticals, mining, personal care and other applications.
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 offer
a broad range of solutions for flexible foam, rigid foam, coating, adhesive, sealant, and elastomer applications and are used in a
variety of end-markets, including appliances, automotive, bedding, construction, electronics, flooring, footwear, furniture and
packaging. The business is the leading global producer of propylene oxide (PO) and propylene glycol (PG)--offering PO via
both a traditional process and a sustainable hydrogen peroxide to propylene oxide (HPPO) manufacturing technology, and a
portfolio of PG products for a wide variety of applications.
The Performance Materials segment also includes the results of Dow Fiber Solutions, providing differentiated fibers and
process improvements to the textile industry; Dow Haltermann, a provider of world-class contract manufacturing services to
companies in the fine and specialty chemicals and polymers industries; Dow Oil and Gas, providing products for use in
exploration and production, refining and gas processing, transportation, and fuel and lubricant performance; 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 the SCG-Dow Group, joint ventures of the Company.

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Performance Plastics
Dow Elastomers offers a unique set of elastomer 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 and synthetic rubber. Key applications include adhesives,
automotive, building and construction, hygiene and medical, and consumer solutions.
Dow Electrical and Telecommunications is a leading global provider of products, technology, solutions and expertise that
set standards for reliability, longevity, efficiency, ease of installation and protection used by the power and telecommunications
industries in the transmission, distribution and consumption of power, voice and data. Dow Electrical and Telecommunications
collaborates with cable makers, other industry suppliers, utilities, municipalities, testing institutes and other organizations around
the world to develop solutions and create mutual value that will sustain these industries for years to come.
Dow Packaging and Converting is a portfolio of businesses that primarily manufacture sticking and bonding solutions and
specialty films for a wide range of applications, including adhesive tapes and paper labels, flexible packaging, film substrates,
industrial and consumer films and foams, leather, rigid packaging, and 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 environmentally preferred applications.
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. With its industry-leading portfolio of product and technology solutions, the business primarily
serves performance packaging and hygiene and medical end-markets.
The Performance Plastics segment also includes the results of the Plastics Licensing and Catalyst business. The segment also
includes the results of Equipolymers and Univation Technologies, LLC (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.
Feedstocks and Energy
The Chlor-Alkali/Chlor-Vinyl business focuses on the production of chlorine for consumption by Dow's downstream
derivative businesses, 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 Energy business supplies power, steam and other utilities, principally for use in Dow's global operations.
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.

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