Bond DowChem 4.625% ( US260543CL56 ) in USD

Issuer DowChem
Market price refresh price now   85.005 %  ▲ 
Country  United States
ISIN code  US260543CL56 ( in USD )
Interest rate 4.625% per year ( payment 2 times a year)
Maturity 30/09/2044



Prospectus brochure of the bond Dow Chemical US260543CL56 en USD 4.625%, maturity 30/09/2044


Minimal amount /
Total amount /
Cusip 260543CL5
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Next Coupon 01/04/2026 ( In 104 days )
Detailed description Dow Chemical Company is a multinational chemical corporation producing and selling various chemicals, plastics, and agricultural products globally.

Dow Chemical's 4.625% USD-denominated bond (ISIN: US260543CL56, CUSIP: 260543CL5), maturing September 30, 2044, currently trades at 86.773%, with a semi-annual coupon payment, and is rated BBB by S&P and Baa1 by Moody's.







424B2
424B2 1 d784183d424b2.htm 424B2
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
3.500% Notes due 2024

$900,000,000

98.730%

$888,570,000

$114,448
4.250% Notes due 2034

$600,000,000

97.636%

$585,816,000

$75,454
4.625% Notes due 2044

$500,000,000

98.338%

$491,690,000

$63,330


(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-186728

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 19, 2013)
$2,000,000,000


The Dow Chemical Company
$900,000,000 3.500% Notes due 2024
$600,000,000 4.250% Notes due 2034
$500,000,000 4.625% Notes due 2044


The notes due 2024 will bear interest at the rate of 3.500% per year, the notes due 2034 will bear interest at the rate of 4.250% per year and
the notes due 2044 will bear interest at the rate of 4.625% per year. Interest on the notes will be payable on April 1 and October 1 of each year,
beginning April 1, 2015. The notes due 2024 will mature on October 1, 2024, the notes due 2034 will mature on October 1, 2034 and the notes due
2044 will mature on October 1, 2044. We may redeem the notes of any 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
Per Note
Per Note
http://www.sec.gov/Archives/edgar/data/29915/000119312514338008/d784183d424b2.htm[9/10/2014 4:24:12 PM]


424B2

due 2024
Total
due 2034
Total
due 2044
Total

Public offering price (1)
98.730% $888,570,000 97.636% $585,816,000 98.338% $491,690,000
Underwriting discount

0.450% $
4,050,000
0.875% $
5,250,000
0.875% $
4,375,000
Proceeds, before expenses, to us
98.280% $884,520,000 96.761% $580,566,000 97.463% $487,315,000

(1)
Plus accrued interest, if any, from September 16, 2014 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 September 16, 2014.


Joint Book-Running Managers

Citigroup

Deutsche Bank Securities

Mizuho Securities
RBS


Senior Co-Managers
Banca IMI BBVA RBC Capital Markets Santander Scotiabank
SMBC Nikko SOCIETE GENERALE Standard Chartered Bank Wells Fargo Securities


Co-Managers
Ramirez & Co., Inc. The Williams Capital Group, L.P.


September 9, 2014
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
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
http://www.sec.gov/Archives/edgar/data/29915/000119312514338008/d784183d424b2.htm[9/10/2014 4:24:12 PM]


424B2
Capitalization
S-14
Description of the Notes
S-15
Material United States Federal Tax Consequences
S-24
Underwriting
S-30
Legal Matters
S-35
Where You Can Find More Information
S-35
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
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, 2013, which is part of our Registration Statement on Form
S-3 (No. 333-186728) 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
http://www.sec.gov/Archives/edgar/data/29915/000119312514338008/d784183d424b2.htm[9/10/2014 4:24:12 PM]


424B2
It is expected that delivery of the notes will be made against payment therefor on or about September 16, 2014, 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 succeeding business day
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.

S-1
Table of Contents
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 the Private Securities Litigation Reform Act, 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 "anticipate," "believe," "estimate," "expect," "future," "intend," "may," "opportunity,"
"plan," "project," "should," "could," "strategy," "will," "would," "will be," "will continue," "will likely result" 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.

S-2
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 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 to passionately innovate what is essential to human progress. The Company is
driving innovations that extract value from the intersection of chemical, physical and biological sciences to help address many of the world's
most challenging problems such as the need for clean water, clean energy generation and conservation, and increasing agricultural
productivity. Dow's integrated, market-driven, industry-leading portfolio of specialty chemical, advanced materials, agrosciences and plastics
businesses delivers a broad range of technology-based products and solutions to customers in approximately 180 countries and in high growth
sectors such as packaging, electronics, water, coatings and agriculture. Dow's net sales for the year ended December 31, 2013 and for the three
months ended June 30, 2014 were $57.1 billion and $14.9 billion, respectively. At June 30, 2014, the Company employed approximately
53,000 people worldwide. The Company's more than 6,000 products are manufactured at 201 sites in 36 countries across the globe. The
following are descriptions of the Company's six operating segments.
Electronic and Functional Materials
Dow Electronic Materials is a leading global supplier of enabling materials for applications such as consumer electronic devices, flat-
panel displays and telecommunications. The business produces materials for chemical mechanical planarization ("CMP"); materials used in
the production of electronic displays, including films and filters; metalorganic precursors for light-emitting diodes ("LEDs"); organic light-
http://www.sec.gov/Archives/edgar/data/29915/000119312514338008/d784183d424b2.htm[9/10/2014 4:24:12 PM]


424B2
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 for metal finishing and decorative applications. Dow Electronic Materials
includes Display Technologies, Growth Technologies, Interconnect Technologies and Semiconductor Technologies.
Functional Materials is a portfolio of businesses that creates performance-enhancing solutions that enable customers to differentiate
their products in the global pharmaceutical, food, water, energy and home and personal care markets. This group also provides key materials
for industrial uses around the world. Functional Materials includes Dow Consumer and Industrial Solutions, Dow Microbial Control and Dow
Pharma and Food Solutions.
The Electronic and Functional Materials segment also includes a portion of the Company's share of the results of Dow Corning
Corporation ("Dow Corning"), a joint venture that manufactures silicone and silicone products, which is owned 50 percent by the Company.
Coatings and Infrastructure Solutions
Dow Building and Construction is comprised of three businesses - Dow Building Solutions, Dow Construction Chemicals and Dow
Solar Solutions. Leveraging more than 60 years of building science experience and deep application expertise, Dow creates high-performance
solutions designed to help make residential and commercial buildings more comfortable, last longer, save energy and reduce emissions. The
business offers


S-3
Table of Contents
extensive lines of industry-leading insulation, air sealing and weatherization products and systems; construction chemical solutions for
increased durability, water resistance and lower systems costs; and, building-integrated photovoltaics.
The Dow Coating Materials business manufactures and delivers solutions that leverage high quality, technologically advanced product
offerings for architectural paint and coatings, as well as industrial coatings applications, including paper, leather, concrete, wood, automotive,
maintenance and protective industries. Dow Coating Materials introduced the industry's first waterborne technology in 1953 and has since led
the industry's conversion away from solvent borne technology to allow for lower volatile organic compound and an improved sustainability
profile while pushing performance boundaries.
Dow Water and Process Solutions is a leading provider of purification and separation technologies. The business provides the critical
technology, including reverse osmosis membranes and ion exchange resins, to help customers with a broad array of separation and purification
needs such as reusing waste water streams, making fresh drinking water from sea water, creating a closed loop water system for oil field
operations, making controlled release drugs possible, and removing impurities in dairy processing. A primary goal of the business is to drive
down the cost and energy requirements to treat water.
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, which
is owned 50 percent by the Company.
Agricultural Sciences
The Agricultural Sciences segment is a global leader in providing crop protection and plant biotechnology products, urban 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 segment has broad global reach with sales in 130 countries and research and
development ("R&D") and manufacturing facilities located in all geographic areas. Growth is achieved through the development of innovative
new products and technologies, successful segmentation of market offerings with leading brands, diverse channels to market, cost competitive
positions, strategic bolt-on acquisitions, and commercial and R&D collaborations. The Company is committed to the development of
innovative new biological and crop protection products and technologies.
Performance Materials
http://www.sec.gov/Archives/edgar/data/29915/000119312514338008/d784183d424b2.htm[9/10/2014 4:24:12 PM]


424B2
The Performance Materials segment is comprised of eleven market-focused, technology-driven, customer-centric businesses that are
advantaged through integration and driven by innovative technology and solutions. Products produced by this segment are back-integrated into
feedstocks, supporting a low-cost manufacturing base and consistent, reliable supply. The Performance Materials segment is positioned for
growth through diverse markets and product offerings. The segment has broad geographic reach with sales in over 140 countries and
manufacturing facilities located in all geographic areas. Performance Materials has a diverse product line that serves customers in a large
number of industries, including automotive, consumer, construction, infrastructure, oil and gas, appliance and electronics.
Performance Materials includes Amines; Chlorinated Organics; Dow Automotive Systems; Dow Formulated Systems; Dow Oil, Gas &
Mining; Dow Plastics Additives; Epoxy; Oxygenated Solvents; Polyglycols, Surfactants & Fluids; Polyurethanes; and, Propylene
Oxide/Propylene Glycol.


S-4
Table of Contents
The Performance Materials segment included Dow Haltermann until it was fully divested at December 31, 2011. The segment also
includes the results of Map Ta Phut Olefins Company Limited and a portion of the results of Sadara Chemical Company, both joint ventures of
the Company.
Performance Plastics
The Performance Plastics segment is a solution-oriented portfolio composed primarily of three businesses, Dow Elastomers, Dow
Electrical and Telecommunications, and Dow Packaging and Specialty Plastics. These businesses serve high-growth, high value sectors where
Dow's world-class technology and rich innovation pipeline creates competitive advantages for customers and the entire value chain. These
businesses have complimentary market reach, asset capabilities and technology platforms that provide the Company with immediate and long-
term growth synergies. The segment has broad geographic reach with sales in more than 100 countries and manufacturing facilities located in
all geographic areas. Market growth is expected to be driven by major shifts in population demographics, improving socioeconomic status in
emerging geographies, consumer and brand owner demand for increased consumer convenience, efforts to reduce food waste, growth in
telecommunications networks, specifically broadband and LTE networks, and global development of electrical transmission and distribution
infrastructure and renewable energy applications.
The Performance Plastics segment also includes the results of Univation Technologies, LLC and a portion of the results of EQUATE
Petrochemicals Company K.S.C., The Kuwait Olefins Company K.S.C., The SCG-Dow Group and Sadara Chemical Company, all joint
ventures of the Company.
On December 2, 2013, the Company sold its Polypropylene Licensing and Catalysts business to W. R. Grace & Co. On September 30,
2011, the Company sold its global Polypropylene business to Braskem SA. Both businesses were reported in the Performance Plastics
segment through the date of divestiture.
Feedstocks and Energy
The Feedstocks and Energy segment is the largest global producer of ethylene, chlorine, caustic soda and purified ethylene oxide. This
segment is also a leading purchaser and producer of propylene and one of the world's largest industrial energy producers. Combining best-in-
class technologies, unparalleled scale and highly integrated operations, Feedstocks and Energy supplies cost-advantaged building blocks to our
performance and market driven businesses. The majority of Dow's advantaged internal feedstock supply is used to enable our downstream
businesses. In 2013, Dow's higher-margin performance businesses consumed 100 percent of propylene, approximately 90 percent of ethylene
and ethylene oxide and more than 80 percent of chlorine produced internally by Dow. The Company strategically locates its downstream
production units near its hydrocarbon cracking facilities to enable back-integration into feedstocks.
Dow's global scale and feedstock flexibility creates a cost-advantaged foundation for the Company's downstream, market-driven
businesses. In North America, new shale gas opportunities--and the resulting increased supplies and stabilized raw material prices--have
made the Company's ethane--and propane-based production more cost-competitive and also offer cost benefits to the energy-intensive chlor-
alkali manufacturing process. The Company's U.S. and European hydrocarbon cracking facilities allow Dow to use different feedstocks in
response to price conditions. Meanwhile, the Company's U.S. Gulf Coast investments will strengthen ethylene and propylene integration and
establish a platform for growth of Dow's downstream businesses.
Feedstocks and Energy includes Chlor-Alkali/Chlor-Vinyl, Energy, Ethylene Oxide/Ethylene Glycol and Hydrocarbons.
http://www.sec.gov/Archives/edgar/data/29915/000119312514338008/d784183d424b2.htm[9/10/2014 4:24:12 PM]


424B2


S-5
Table of Contents
The Feedstocks and Energy segment also includes the results of MEGlobal and a portion of the results of EQUATE Petrochemicals
Company K.S.C., The Kuwait Olefins Company K.S.C. and The SCG-Dow Group, all joint ventures of the Company.
Corporate
Corporate includes results of the Company's insurance company operations, 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; environmental operations; enterprise level mega project activities; gains and losses on sales of financial assets;
stock-based compensation expense and severance costs; asbestos-related defense and resolution costs; foreign exchange results; and certain
corporate overhead costs and cost recovery variances not allocated to the operating segments.


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.


S-6
Table of Contents
The Offering

Issuer
The Dow Chemical Company

Securities Offered
$900,000,000 3.500% notes due 2024

$600,000,000 4.250% notes due 2034

$500,000,000 4.625% notes due 2044

Maturity
The notes due 2024 will mature on October 1, 2024. The notes due 2034 will mature on
October 1, 2034. The notes due 2044 will mature on October 1, 2044.

Interest
Interest on the notes will accrue from September 16, 2014 at the rate of 3.500% per year,
in the case of the notes due 2024, 4.250% per year, in the case of the notes due 2034 and
4.625% per year, in the case of the notes due 2044. Interest on the notes will be payable
semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, 2015.

Optional Redemption
The notes due 2024 will be redeemable, at any time in whole or from time to time in
part, prior to July 1, 2024 (three months prior to their maturity date), the notes due 2034
will be redeemable, at any time in whole or from time to time in part, prior to April 1,
2034 (six months prior to their maturity date) and the notes due 2044 will be
redeemable, at any time in whole or from time to time in part, prior to April 1, 2044
(six 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
http://www.sec.gov/Archives/edgar/data/29915/000119312514338008/d784183d424b2.htm[9/10/2014 4:24:12 PM]


424B2
interest thereon (not including any portion of such payments of interest accrued as of
the redemption date), discounted to the redemption date on a semi-annual 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 20 basis
points, in the case of the notes due 2024, 20 basis points, in the case of the notes due
2034 and 25 basis points, in the case of the notes due 2044.


We will also pay the accrued and unpaid interest on the notes to, but excluding, the
redemption date.


On and after July 1, 2024 (three months prior to their maturity date), in the case of the
notes due 2024, April 1, 2034 (six months prior to their maturity date), in the case of the
notes due 2034 or April 1, 2044 (six months prior to their maturity date), in the case of
the notes due 2044 , the notes will be redeemable, at any time in whole or from time to
time in part, at our option at 100% of the principal amount of the notes to be redeemed
plus accrued and unpaid interest thereon to, but excluding, the redemption date.


S-7
Table of Contents
Repurchase at the Option of Holders Upon a Change
of Control Repurchase Event
If we experience a "Change of Control Repurchase Event" (as defined in this prospectus
supplement), we will be required, unless we have exercised our right to redeem the
notes, to offer to purchase the notes of each series at a purchase price equal to 101% of
their principal amount, plus accrued and unpaid interest.

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 June 30,
2014, we had approximately $17.2 billion of long-term indebtedness outstanding on a
consolidated basis, of which $3.6 billion of subsidiary indebtedness would be
structurally senior to the notes.

Use of Proceeds
We intend to use the proceeds from this offering for general corporate purposes, which
may include repaying or refinancing indebtedness or other obligations, funding pension
contributions, funding capital expenditures and financing working capital. 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 a series, create and issue additional debt securities having the same terms (except for
the issue date and, in some cases, 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 series of securities under the indenture.

Denomination and Form
We will issue the notes of each series 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
http://www.sec.gov/Archives/edgar/data/29915/000119312514338008/d784183d424b2.htm[9/10/2014 4:24:12 PM]


424B2
receive notes in definitive form and will not be considered holders of notes under the
indenture. The notes of each series will be issued only in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof.


S-8
Table of Contents
Material United States Federal Tax Consequences
For a summary of the material United States federal tax considerations relating to the
purchase, ownership and disposition of the notes, see "Material United States Federal
Tax Consequences."

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


S-9
Table of Contents
Summary Financial and Other Data
The following summary financial and other data 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 the Polypropylene business sold on September 30, 2011, the results of Dow Haltermann, which was fully divested by
December 31, 2011 and the results of the Polypropylene Licensing and Catalysts business sold on December 2, 2013, are included in our
consolidated results through the date of divestiture.

Three Months Ended


June 30,


Year Ended December 31,



2014


2013


2013


2012


2011



(unaudited)






(dollars in millions)

Statement of Income Data:





Net sales

$14,917
$14,577
$57,080
$56,786
$59,985
Cost of sales

12,344
12,103
47,594
47,792
51,029
Income from continuing operations before income taxes (1)

1,314
3,238
6,804
1,665
3,601
Net income available for The Dow Chemical Company common
stockholders (1)


882
2,340
4,447

842
2,402
Balance Sheet Data (end of period):





Total assets

$68,756
$70,142
$69,501
$69,605
$69,224
Total current assets

24,283
25,327
24,977
23,684
23,422
Total current liabilities

11,879
12,613
11,971
11,493
13,634
Working capital (2)

12,404
12,714
13,006
12,191
9,788
Property

55,969
54,366
55,114
54,366
52,216
Net property

17,901
17,202
17,454
17,520
17,299
Notes payable


587

505

443

396

541
Long-term debt due within one year


208

846

697

672
2,749
Long-term debt

17,036
17,475
16,820
19,919
18,310
http://www.sec.gov/Archives/edgar/data/29915/000119312514338008/d784183d424b2.htm[9/10/2014 4:24:12 PM]


424B2
Total debt (3)

17,831
18,826
17,960
20,987
21,600
Preferred Stock

4,000
4,000
4,000
4,000
4,000
The Dow Chemical Company's stockholders' equity

26,753
23,211
26,898
20,877
22,281
Total equity

27,735
24,200
27,924
21,867
23,291
Redeemable noncontrolling interest


191

147

156

147

147
Financial Ratios:





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


8.8%

22.2%

11.9%

2.9%

6.0%
Return on stockholders' equity (4)(5)


15.5

NM

19.4

5.0

13.1
Debt as a percent of total capitalization (6)


39.0

43.6

39.0

48.8

48.0
Ratio of earnings to fixed charges (7)


6.2x

7.9x

6.1x

2.3x

3.2x

(1)
During the second quarter of 2013, the Company recorded a nonrecurring, pretax gain of $2.195 billion related to the K-Dow arbitration,
which significantly increased "Income from continuing operations before income taxes" and "Net income available for The Dow
Chemical Company common stockholders" for the three months ended June 30, 2013 and the year ended December 31, 2013. See Part
II, Item 8. Financial Statements and Supplementary Data, Note 14 to the Consolidated Financial Statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2013 for further information.
(2)
"Working capital" equals "Total current assets" minus "Total current liabilities."


S-10
Table of Contents
(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 available for The Dow Chemical Company common stockholders," divided by
"The Dow Chemical Company's stockholders' equity" less "Preferred Stock." "Net income available for The Dow Chemical Company
common stockholders" is annualized for purposes of the three-month calculations.
(5)
"Return on stockholders' equity" for the three months ended June 30, 2013, using the formula described in note 4, is not meaningful due
to the inclusion of a nonrecurring, $2.195 billion pretax gain related to the K-Dow arbitration recorded in the second quarter of 2013.
(6)
"Debt as a percent of total capitalization" equals "Total debt" divided by "Total debt" plus "Redeemable noncontrolling interest" and
"Total equity."
(7)
For the purposes of these ratios, earnings consist of income 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-11
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, 2013.
Risks Relating to the Notes
http://www.sec.gov/Archives/edgar/data/29915/000119312514338008/d784183d424b2.htm[9/10/2014 4:24:12 PM]


Document Outline