Bond DowChem 3.75% ( US26054LL431 ) in USD

DowChem

100 % ▲

United States

US26054LL431 ( in USD )

3.75% per year ( payment 2 times a year)

15/09/2049

Prospectus brochure of the bond Dow Chemical US26054LL431 en USD 3.75%, maturity 15/09/2049

1 000 USD

5 751 000 USD

26054LL43

BBB ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/03/2026 ( In 90 days )

Dow Chemical Company is a multinational chemical corporation producing and selling various chemicals, plastics, and agricultural products globally.

Dow Chemical's US$5,751,000 bond (ISIN: US26054LL431, CUSIP: 26054LL43), a 3.75% USD-denominated instrument maturing September 15, 2049, currently trades at 100%, with a minimum purchase size of 1,000, paying semi-annually, and rated BBB by S&P and Baa1 by Moody's.

424B2
424B2 1 d792859d424b2.htm 424B2
CALCU LAT I ON OF REGI ST RAT I ON FEE

T it le of Ea c h Cla ss of
M a x im um Aggre ga t e
Am ount of
Se c urit ie s Offe re d

Offe ring Pric e
Re gist ra t ion Fe e

2.250% InterNotes® Due September 15, 2024

$1,595,000

$193.31

2.750% InterNotes® Due September 15, 2029

$1,354,000

$164.11

3.750% InterNotes® Due September 15, 2049

$5,751,000

$697.02

File d unde r 4 2 4 (b)(2 ), Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 3 2 8 6 2 -0 1
Pricing Supplement No. 5 - Dated Tuesday, September 3, 2019 (To: Prospectus Dated July 26, 2019, and Prospectus Supplement Dated July 26, 2019)
1 st
1 st
CU SI P
Princ ipa l
Se lling
Gross
N e t
Coupon
Coupon
M a t urit y
Coupon
Coupon
Survivor's
Produc t
N um be r

Am ount
Pric e Conc e ssion
Proc e e ds

Ra t e
Fre que nc y
Da t e

Da t e
Am ount
Opt ion

Ra nk ing
2 6 0 5 4 LL2 7 $ 1 ,5 9 5 ,0 0 0 .0 0 100%
1.250%
$ 1 ,5 7 5 ,0 6 2 .5 0 2.250% Semi-Annual 09/15/2024 03/15/2020
$11.81
Yes
Senior Unsecured Notes

Re de m pt ion I nform a t ion: Ca lla ble a t 1 0 0 .0 0 0 % on 3 /1 5 /2 0 2 0 a nd a ny t im e t he re a ft e r.

J oint Le a d M a na ge rs a nd Le a d Age nt s: Incapital LLC Age nt s: Citigroup, Morgan Stanley, Wells Fargo Advisors
This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole or in part, on the interest payment
date occurring on 03/15/2020 and any time thereafter at a redemption price equal to 100% of the principal amount of such The Dow Chemical Company InterNotes plus accrued
interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless
principal basis, may be offered Notes at a 0.8500% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to
such accounts at a discount up to 0.8500% to the public offering price, thereby not retaining any portion of the discount as compensation.

2 6 0 5 4 LL3 5 $ 1 ,3 5 4 ,0 0 0 .0 0 100%
1.800%
$ 1 ,3 2 9 ,6 2 8 .0 0 2.750% Semi-Annual 09/15/2029 03/15/2020
$14.44
Yes
Senior Unsecured Notes

Re de m pt ion I nform a t ion: Ca lla ble a t 1 0 0 .0 0 0 % on 3 /1 5 /2 0 2 0 a nd a ny t im e t he re a ft e r.

J oint Le a d M a na ge rs a nd Le a d Age nt s: Incapital LLC Age nt s: Citigroup, Morgan Stanley, Wells Fargo Advisors
This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole or in part, on the interest payment
date occurring on 03/15/2020 and any time thereafter at a redemption price equal to 100% of the principal amount of such The Dow Chemical Company InterNotes plus accrued
interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless
principal basis, may be offered Notes at a 1.2500% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to
such accounts at a discount up to 1.2500% to the public offering price, thereby not retaining any portion of the discount as compensation.

2 6 0 5 4 LL4 3 $ 5 ,7 5 1 ,0 0 0 .0 0 100%
3.150%
$ 5 ,5 6 9 ,8 4 3 .5 0 3.750% Semi-Annual 09/15/2049 03/15/2020
$19.69
Yes
Senior Unsecured Notes

Re de m pt ion I nform a t ion: Ca lla ble a t 1 0 0 .0 0 0 % on 3 /1 5 /2 0 2 0 a nd a ny t im e t he re a ft e r.

J oint Le a d M a na ge rs a nd Le a d Age nt s: Incapital LLC Age nt s: Citigroup, Morgan Stanley, Wells Fargo Advisors
This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole or in part, on the interest payment
date occurring on 03/15/2020 and any time thereafter at a redemption price equal to 100% of the principal amount of such The Dow Chemical Company InterNotes plus accrued
interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless
principal basis, may be offered Notes at a 2.4000% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to
such accounts at a discount up to 2.4000% to the public offering price, thereby not retaining any portion of the discount as compensation.

Trade Date: Tuesday, September 3, 2019 @ 12:00 PM ET
T he Dow Che m ic a l Com pa ny

Settle Date: Friday, September 6, 2019
T he Dow Che m ic a l Com pa ny I nt e rN ot e s
Minimum Denomination/Increments: $1,000.00/$1,000.00
The Dow Chemical Company
Initial trades settle flat and clear SDFS: DTC Book Entry only
2211 H.H. Dow Way
DTC Number 0235 via RBC Dain Rauscher Inc

Midland, Michigan 48674
If the maturity date or an interest payment date for any note is not a business day (as such term
is defined in prospectus), principal and premium, if any, and interest for that note is paid on the
next business day, and no further such interest will accrue from, and including, the maturity date
or such interest payment date.

Legal Matters:

In the opinion of Leah Trzcinski, Counsel and Assistant Secretary, of The Dow Chemical
Company (the "Company"), the notes offered by this pricing supplement have been duly
authorized, and when executed and issued by the Company, authenticated by the Trustee
pursuant to the Indenture, and delivered against payment as contemplated herein, such notes
will be legal, valid and binding obligations of the Company enforceable against the Company in
accordance with their terms and entitled to the benefits of the Indenture (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect and to general principles of equity). This opinion is given as
of the date hereof and is limited to the law of the State of New York and the General Corporation
Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject
to the same assumptions and qualifications stated in the letter of such counsel dated August 5,
2019, filed in the Company's Current Report on Form 8-K dated August 5, 2019 and
incorporated by reference as Exhibit 5.1 to the Company's registration statement on Form S-3
ASR (File No. 333-232862-01). Capitalized terms used in this paragraph without definition have
the meanings ascribed to them in the accompanying Prospectus Supplement.

InterNotes® is a registered trademark of Incapital Holdings LLC. All Rights Reserved.

https://www.sec.gov/Archives/edgar/data/29915/000119312519236377/d792859d424b2.htm[9/3/2019 2:52:29 PM]

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