8-K

QuickLinks -- Click here to rapidly navigate through this document

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):
April 28, 2005

THE DOW CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 1-3433
(Commission
file number) 38-1285128
(I.R.S. Employer
Identification No.)

2030 DOW CENTER, MIDLAND, MICHIGAN 48674
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 989-636-1000

Not applicable
(Former name, former address and former fiscal year, 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))

Section 8—Other Events

        Item 8.01    Other Events.

        The Dow Chemical Company issued a press release on April 28, 2005, announcing results for the first quarter of 2005.

Section 9—Financial Statements and Exhibits

        Item 9.01    Financial Statements and Exhibits.

(c)

Exhibits.



99.1

Press release issued by The Dow Chemical Company on April 28, 2005, announcing results for the first quarter of 2005.

1

SIGNATURE

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

	THE DOW CHEMICAL COMPANY Registrant
Date: April 28, 2005
	/s/ FRANK H. BROD Frank H. Brod Corporate Vice President and Controller

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by The Dow Chemical Company on April 28, 2005, announcing results for the first quarter of 2005.

3

QuickLinks

SIGNATURE
EXHIBIT INDEX

EX-99.

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 99.1

April 28, 2005

Dow Reports First Quarter 2005 Results
Company Achieves Record Sales & Earnings

First Quarter of 2005 Highlights

•

Sales for the quarter were $11.7 billion, 25 percent higher than the same period last year and a third consecutive quarterly record.



•

Earnings of $1.39 per share set a new quarterly record and were up more than 175 percent compared with $0.50 in the first quarter of 2004.

Comment

        "Industry fundamentals remain solid across all operating segments and geographic areas. The recovery in basics continues and we are achieving excellent earnings growth from our performance businesses, clearly demonstrating the benefits of our continued focus on cost control and margin management, as well as the strength of Dow's business and geographic diversity," said J. Pedro Reinhard, executive vice president and chief financial officer.

	3 Months Ended March 31
(In millions, except for per share amounts)
	2005		2004
Net Sales	$	11,679	$	9,309
Net Income	$	1,353	$	469
Earnings Per Common Share	$	1.39	$	0.50

   
Review of First Quarter Results

        The Dow Chemical Company (NYSE: DOW) reported sales of $11.7 billion for the first quarter of 2005, a 25 percent increase compared with the same period in 2004 and the Company's third consecutive quarterly record.

        Net income climbed to $1.4 billion from $469 million in the first quarter of last year and earnings per share were $1.39, up from $0.50 a year ago. Both of these results are more than 175 percent higher than the same period in 2004 and represent new quarterly records for the Company. Earnings for the quarter included a gain of 5 cents per share related to the sale of a 2.5 percent interest in the EQUATE(1) joint venture.

        Compared with the same period in 2004, Dow achieved significant price increases across all geographic areas and in most of its businesses. Volume was down 1 percent due to the negative impact on volume of the divestiture of certain businesses

4

during 2004. Excluding those divestitures, volume increased more than 2 percent compared with a very strong first quarter a year ago.

        "This was an outstanding quarter for the Company," said J. Pedro Reinhard, Dow's executive vice president and chief financial officer. "Significant price improvements, supported by solid volumes, enabled further margin recovery across virtually all of Dow's businesses, despite an increase of more than $1 billion, or 30 percent, in purchased feedstock and energy costs.

        "Industry fundamentals remain solid across all operating segments and geographic areas. The recovery in basics continues and we are achieving excellent earnings growth from our performance businesses, clearly demonstrating the benefits of our continued focus on cost control and margin management, as well as the strength of Dow's business and geographic diversity," he added.

        In the Performance Plastics segment, first quarter sales of $2.7 billion were 26 percent higher than the same period last year, with strong revenue growth across most businesses. Volume was up 1 percent while price increased 25 percent, led by Polyurethanes, Engineering Plastics and Epoxy Products and Intermediates. In Polyurethanes, volume growth was particularly robust in Thermoset Systems, driven by strong demand in Asia Pacific and in North America across a range of construction, adhesive and sealant applications. Epoxy Products recorded a healthy increase in sales across all regions, although the demand for products used in electrical laminates was down as customers adjusted inventory levels. In Engineering Plastics, polycarbonate experienced continued demand growth across many applications, including optical media, sheet and construction, and sales of compounds and blends continued to grow as customers in the electronics arena moved ahead with an array of new consumer products. EBIT(2) for the Performance Plastics segment was $478 million, an increase of 150 percent compared with the $191 million reported for the same quarter of 2004.

        First quarter sales in the Performance Chemicals segment were $2.0 billion, 25 percent higher than the same period in 2004. This increase was driven by price, with volume unchanged from the strong levels of a year ago. Acrylics and Oxide Derivatives reported first quarter revenues up by 50 percent compared with the same period in 2004, with substantial price increases across all geographic areas. In Dow Latex, some softness in the paper and carpet industries was offset by a marked increase in volume through the quarter for UCAR Emulsion Systems, spurred by strong demand in Europe, North America and Latin America, allowing continued margin restoration. And in Specialty Chemicals, value-added products supporting the personal care and cleaning industries contributed to a strong performance for the business during the quarter. Performance Chemicals reported EBIT of $394 million for the first quarter, up more than 175 percent from $142 million in the same period last year.

        The Agricultural Sciences segment posted sales of $989 million for the first quarter of 2005, up 7 percent from the same period in 2004, continuing the record-setting performance of the past eight quarters. Volume climbed 3 percent from the strong levels achieved last year, led by Europe and North America. Price was up 4 percent. The business reported particularly robust demand for cereal herbicides, with florasulam applications continuing to ramp up in Europe and healthy growth reported in the sale of range and pasture products in North America. In plant genetics and biotechnology, the

5

business saw solid revenue growth, driven by corn planting in the United States where sales of Herculex I insect protection increased significantly. Agricultural Sciences EBIT of $259 million was 12 percent higher than the same period last year.

        The Plastics segment had a strong first quarter, with sales climbing 35 percent from $2.2 billion in 2004 to $3.0 billion in 2005. Although the Company saw good volume growth in all three major polymers compared with the same quarter last year, volume for the segment overall was marginally down—impacted by the divestiture of the Company's PET/PTA business as part of the formation of the Equipolymers joint venture in the second quarter of 2004. On a global basis, demand for both polyethylene and polypropylene in the first quarter increased 3 percent compared with the same period last year, while polystyrene volume was up 8 percent. Including a gain related to the sale of an interest in the EQUATE joint venture, the Plastics segment reported EBIT of $800 million for the first quarter, more than 150 percent higher than the $307 million reported in the same period last year.

        Sales in the Chemicals segment also rose in the first quarter of 2005 compared with the same period in 2004, climbing 16 percent from $1.3 billion to $1.5 billion. Price increased 30 percent, while volume fell 14 percent, due to the divestiture of assets associated with the formation of the MEGlobal joint venture in the second quarter of 2004. The Core Chemicals business saw significant price gains and increased margins on steady volume, driven by strong industry fundamentals in both vinyl chloride monomer and caustic soda with continued high operating rates in all geographic areas. Profitability improved for ethylene glycol as price increased by more than 20 percent compared with the first quarter last year. The Chemicals segment reported EBIT for the quarter of $428 million, almost 150 percent higher than the $173 million reported in same quarter of 2004. Results for the current quarter include a gain related to the sale of an interest in the EQUATE joint venture.

        "Although 2005 started slowly, the pace picked up through the quarter and that strength has continued into April," said Reinhard.

        "Global economic growth continues, the fundamentals for sustained industry recovery remain sound and Dow is now reaping the benefits of its diverse business portfolio, its geographic balance and its commitment to financial discipline across the entire organization. In this environment of high and volatile feedstock and energy costs, the Company will continue to focus on cost control and margin management to restore margins to reinvestment levels across Dow's business portfolio.

        "The Company expects to continue to see year-over-year earnings improvements through 2005 and further earnings growth in 2006," he concluded.

(1)

Earnings for the first quarter of 2005 included a gain of 5 cents per share related to the sale of a 2.5 percent interest in the EQUATE joint venture by Union Carbide Corporation, a wholly owned subsidiary of Dow. This was reflected as a pretax gain of $29 million in the Plastics segment and $41 million in the Chemicals segment.

(2)

Earnings before interest, income taxes and minority interests ("EBIT"). Reconciliation of EBIT to "Net Income Available for Common Stockholders" is provided following the Operating Segments and Geographic Areas table.

6

Upcoming Webcasts

•

Dow will host a live Webcast of its first quarter earnings conference call with investors to discuss its results, business outlook and other matters today at 10.00 a.m. EDT on www.dow.com.



•

Dow will host a live Webcast of its Annual Meeting of Stockholders on Thursday, May 12, at 2.00 p.m. EDT on www.dow.com.

About Dow

        Dow is a leader in science and technology, providing innovative chemical, plastic and agricultural products and services to many essential consumer markets. With annual sales of $40 billion, Dow serves customers in 175 countries and a wide range of markets that are vital to human progress, including food, transportation, health and medicine, personal and home care, and building and construction, among others. Committed to the principles of sustainable development, Dow and its 43,000 employees seek to balance economic, environmental and social responsibilities. References to "Dow" or the "Company" mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted.

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.

7

THE DOW CHEMICAL COMPANY—1Q05 EARNINGS
Financial Statements (Note A)

The Dow Chemical Company and Subsidiaries
Consolidated Statements of Income

		Three Months Ended
In millions, except per share amounts (Unaudited)		March 31, 2005		March 31, 2004
Net Sales		$	11,679	$	9,309
	Cost of sales		9,337		7,907
	Research and development expenses		255		251
	Selling, general and administrative expenses		391		363
	Amortization of intangibles		14		29
	Equity in earnings of nonconsolidated affiliates		275		140
	Sundry income (expense)—net (Note B)		82		(28	)
	Interest income		29		18
	Interest expense and amortization of debt discount		187		186
Income before Income Taxes and Minority Interests			1,881		703
	Provision for income taxes		508		204
	Minority interests' share in income		20		30
Net Income Available for Common Stockholders		$	1,353	$	469
Share Data
	Earnings per common share—basic	$	1.41	$	0.50
	Earnings per common share—diluted	$	1.39	$	0.50
	Common stock dividends declared per share of common stock	$	0.335	$	0.335
	Weighted-average common shares outstanding—basic		959.1		931.7
	Weighted-average common shares outstanding—diluted		971.7		943.2
Depreciation		$	473	$	462
Capital Expenditures		$	286	$	201

Notes to the Consolidated Financial Statements:

Note A:

The unaudited interim consolidated financial statements reflect all adjustments which, in the opinion of management, are considered necessary for a fair presentation of the results for the periods covered. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. Except as otherwise indicated by the context, the terms "Company" and "Dow" as used herein mean The Dow Chemical Company and its consolidated subsidiaries.

Note B:

In November 2004, Union Carbide Corporation sold a 2.5 percent interest in EQUATE to National Bank of Kuwait for $104 million. In March 2005, the resale of these shares to private Kuwaiti investors was completed, reducing Union Carbide's ownership interest from 45 percent to 42.5 percent and resulting in a pretax gain of $70 million in the first quarter of 2005.

8

The Dow Chemical Company and Subsidiaries
Consolidated Balance Sheets

In millions (Unaudited)			March 31, 2005			Dec. 31, 2004
Assets
Current Assets
	Cash and cash equivalents		$	3,357		$	3,108
	Marketable securities and interest-bearing deposits			44			84
	Accounts and notes receivable:
		Trade (net of allowance for doubtful receivables—2005: $165; 2004: $136)		4,920			4,753
		Other		2,868			2,604
	Inventories			5,210			4,957
	Deferred income tax assets—current			400			384
	Total current assets			16,799			15,890
Investments
	Investment in nonconsolidated affiliates			2,643			2,698
	Other investments			2,182			2,141
	Noncurrent receivables			152			189
	Total investments			4,977			5,028
Property
	Property			41,508			41,898
	Less accumulated depreciation			28,100			28,070
	Net property			13,408			13,828
Other Assets
	Goodwill			3,140			3,152
	Other intangible assets (net of accumulated amortization—2005: $529; 2004: $507)			517			535
	Deferred income tax assets—noncurrent			4,132			4,369
	Asbestos-related insurance receivables—noncurrent			972			1,028
	Deferred charges and other assets			2,027			2,055
	Total other assets			10,788			11,139
Total Assets			$	45,972		$	45,885
Liabilities and Stockholders' Equity
Current Liabilities
	Notes payable		$	122		$	104
	Long-term debt due within one year			1,455			861
	Accounts payable:
		Trade		3,725			3,701
		Other		1,599			2,194
	Income taxes payable			332			419
	Deferred income tax liabilities—current			258			205
	Dividends payable			326			342
	Accrued and other current liabilities			2,578			2,680
	Total current liabilities			10,395			10,506
Long-Term Debt				10,876			11,629
Other Noncurrent Liabilities
	Deferred income tax liabilities—noncurrent			1,328			1,301
	Pension and other postretirement benefits—noncurrent			3,940			3,979
	Asbestos-related liabilities—noncurrent			1,467			1,549
	Other noncurrent obligations			3,243			3,202
	Total other noncurrent liabilities			9,978			10,031
Minority Interest in Subsidiaries				339			449
Preferred Securities of Subsidiaries				1,000			1,000
Stockholders' Equity
	Common stock			2,453			2,453
	Additional paid-in capital			499			274
	Unearned ESOP shares			(4	)		(12	)
	Retained earnings			12,517			11,527
	Accumulated other comprehensive loss			(1,345	)		(977	)
	Treasury stock at cost			(736	)		(995	)
	Net stockholders' equity			13,384			12,270
Total Liabilities and Stockholders' Equity			$	45,972		$	45,885

See Notes to the Consolidated Financial Statements.

9

The Dow Chemical Company and Subsidiaries
Operating Segments and Geographic Areas

		Three Months Ended
In millions (Unaudited)		March 31, 2005			March 31, 2004
Operating segment sales
	Performance Plastics	$	2,732		$	2,164
	Performance Chemicals		1,972			1,576
	Agricultural Sciences		989			924
	Plastics		3,008			2,234
	Chemicals		1,474			1,276
	Hydrocarbons and Energy		1,434			1,059
	Unallocated and Other		70			76
	Total	$	11,679		$	9,309
Operating segment EBIT (1)
	Performance Plastics	$	478		$	191
	Performance Chemicals		394			142
	Agricultural Sciences		259			231
	Plastics		800			307
	Chemicals		428			173
	Hydrocarbons and Energy		—			(1	)
	Unallocated and Other		(320	)		(172	)
	Total	$	2,039		$	871
Geographic area sales
	United States	$	4,377		$	3,471
	Europe		4,441			3,448
	Rest of World		2,861			2,390
	Total	$	11,679		$	9,309

(1)

The Company uses EBIT (which Dow defines as earnings before interest, income taxes and minority interests) as its measure of profit/loss for segment reporting purposes. EBIT includes all operating items related to the businesses and excludes items that principally apply to the Company as a whole. A reconciliation of EBIT to "Net Income Available for Common Stockholders" is provided below:

	Three Months Ended
	March 31, 2005		March 31, 2004
EBIT	$	2,039	$	871
+ Interest income		29		18
-  Interest expense and amortization of debt discount		187		186
-  Provision (Credit) for income taxes		508		204
-  Minority interests' share in income		20		30
Net Income Available for Common Stockholders	$	1,353	$	469

Sales Volume and Price by Operating Segment and Geographic Area

		Three Months Ended March 31, 2005
Percentage change from prior year
		Volume		Price		Total
Operating segments
	Performance Plastics	1	%	25	%	26	%
	Performance Chemicals	—		25	%	25	%
	Agricultural Sciences	3	%	4	%	7	%
	Plastics	(1)	%	36	%	35	%
	Chemicals	(14)	%	30	%	16	%
	Hydrocarbons and Energy	9	%	26	%	35	%
	Total	(1)	%	26	%	25	%
Geographic areas
	United States	1	%	25	%	26	%
	Europe	1	%	28	%	29	%
	Rest of World	(5)	%	25	%	20	%
	Total	(1)	%	26	%	25	%

10

QuickLinks

EXHIBIT 99.1

Dow Reports First Quarter 2005 Results Company Achieves Record Sales & Earnings
First Quarter of 2005 Highlights
Comment

THE DOW CHEMICAL COMPANY—1Q05 EARNINGS Financial Statements (Note A)

The Dow Chemical Company and Subsidiaries Consolidated Statements of Income
The Dow Chemical Company and Subsidiaries Consolidated Balance Sheets
The Dow Chemical Company and Subsidiaries Operating Segments and Geographic Areas