8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 7, 2013

THE DOW CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-3433 (Commission File Number) 38-1285128 (IRS Employer Identification No.)

2030 Dow Center, Midland, Michigan (Address of principal executive offices) 48674 (Zip Code)

(989) 636-1000

(Registrant’s telephone number, including area code)

N.A.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On May 6, 2013, The Dow Chemical Company (the “Company”) and Petrochemical Industries Company of Kuwait (“PIC”) entered into a Deed providing for settlement and payment of the Company's claims against PIC under the K-Dow Arbitration.

On May 7, 2013, the Company confirmed receipt of cash payments in full of the amounts provided in the Deed totaling US$2,194,743,163.  Such amounts represent the damages awarded in the arbitration proceedings by the International Chamber of Commerce, as well as recovery of the Company’s costs, exclusive of interest.

In addition, the Company received assurances from Kuwait Petroleum Corporation the state-owned entity and sole shareholder of PIC that no retaliatory or punitive actions will be taken against the Company and its affiliates as a result of the Deed and payments.

On May 7, 2013, the Company issued a press release announcing the receipt of the funds set forth in the Deed. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

99.1 Press release issued by The Dow Chemical Company on May 7, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE DOW CHEMICAL COMPANY

Registrant

Dated:  May 7, 2013

By:	/s/ CHARLES J. KALIL
	Name:	Charles J. Kalil
	Title:	Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No. Description

99.1 Press release issued by The Dow Chemical Company on May 7, 2013.

EX-99.1

Exhibit 99.1

The Dow Chemical Company Investor Relations Midland, MI 48674

For editorial information:

Rebecca Bentley

The Dow Chemical Company

+1 989 638 8568

rmbentley@dow.com

FOR IMMEDIATE RELEASE

Dow Confirms Receipt of $2.2 Billion in Cash Proceeds

from Petrochemical Industries Company of Kuwait

Payment Brings Final Resolution in K-Dow Arbitration

MIDLAND, MI – May 7, 2013 – The Dow Chemical Company (NYSE: DOW) is pleased to announce that it has completed final resolution of the K-Dow arbitration with Petrochemical Industries Company of Kuwait (PIC), and confirms today that Dow has received a direct cash payment of $2.2 billion from PIC. Payment reflects the full damages awarded by the International Chamber of Commerce, as well as recovery of Dow’s costs.

“Dow and Kuwait share a long history, and payment of this award brings final and appropriate resolution and closure to the issue,” said Andrew N. Liveris, Dow’s chairman and chief executive officer. “Our partnership with Kuwait includes several industry-leading joint ventures, which are valuable assets in Dow’s portfolio and have consistently returned accretive equity earnings to Dow. We continue to look for ways to strengthen our relationships within the country for the benefit of our partners and Dow shareholders.”

“Receipt of this award enables Dow to accelerate actions that are in line with our stated priorities for uses of cash – foremost of which is paying down debt and remunerating shareholders,” Liveris added. “Our actions moving forward will be consistent with this approach.”

About Dow

Dow (NYSE: DOW) combines the power of science and technology 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 delivers 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. In 2012, Dow had annual sales of $57 billion and employed approximately 54,000 people worldwide. The Company’s more than 5,000 products are manufactured at 188 sites in 36 countries across the globe. References to “Dow” or the “Company” mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at www.dow.com.

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Note: The forward-looking statements contained in this document involve risks and uncertainties that may affect the Company’s operations, markets, products, services, prices and other factors as discussed in filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental and technological factors. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company assumes 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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