DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements made by or on behalf of The Dow Chemical Company and its subsidiaries ("Dow" or the "Company"). This section covers the current performance and outlook of the Company and each of its operating segments. The forward-looking statements contained in this section and in other parts of this document involve risks and uncertainties that may affect the Company's operations, markets, products, services, prices and other factors as more fully discussed elsewhere and in filings with the U.S. Securities and Exchange Commission ("SEC"). 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.

OVERVIEW
· The Company reported sales in the first quarter of 2009 of $9.1 billion, down 39 percent from $14.8 billion in the first quarter of 2008. Prices were down 20 percent and volume was down 19 percent, reflecting deflation in feedstock and energy costs and worsening economic conditions.

· Purchased feedstock and energy costs, which account for almost half of Dow's total costs, decreased 49 percent or $3.1 billion compared with the first quarter of 2008.

· Operating expenses declined during the first quarter of 2009 as a result of management's cost cutting initiatives and actions taken related to the 2008 restructuring plan.

· Equity earnings were $65 million in the first quarter of 2009, down significantly from the first quarter of 2008, and up compared with the fourth quarter of 2008.

· Capital spending was $234 million in the first quarter of 2009, on track with the full-year pre-acquisition target of $1.1 billion; debt as a percent of total capitalization was 48.7 percent, up 3 percentage points from year-end 2008.

· On April 1, 2009, the Company completed the $15.7 billion acquisition of Rohm and Haas Company, financed by $7 billion of preferred equity securities and $9.2 billion of debt.

Selected Financial Data Three Months Ended In millions, except per share March 31, March 31,

amounts                            2009      2008
Net sales                        $9,087   $14,824

Cost of sales                    $8,165   $12,908
Percent of net sales              89.9%     87.1%

Research and development, and
selling, general and
administrative expenses            $736      $829
Percent of net sales               8.1%      5.6%

Net Income Attributable to
The Dow Chemical Company            $24      $941

Earnings per common share -       $0.03     $1.00
basic
Earnings per common share -       $0.03     $0.99
diluted

Operating rate percentage           68%       86%

RESULTS OF OPERATIONS
Net sales for the first quarter of 2009 were $9.1 billion, down 39 percent from $14.8 billion in the first quarter of last year. Compared with the same quarter of 2008, prices decreased 20 percent, driven by decreases in feedstock and energy costs. Double-digit price declines were reported in all geographic areas and all operating segments with the exception of Performance Chemicals where prices were down 7 percent and Agricultural Sciences where prices were unchanged from the same quarter last year. Price declines were most pronounced in Basic Plastics (35 percent) and Hydrocarbons and Energy (41 percent), and from a geographic standpoint, in Europe (26 percent). Compared with the first quarter of 2008, volume decreased 19 percent, driven by decreased global demand. Double-digit volume declines were reported in all geographic areas and all operating segments with the exception of Agricultural Sciences where volume increased

10 percent, in part due to recent acquisitions. Volume declines were most pronounced in Performance Plastics, Performance Chemicals and Basic Chemicals, all down 28 percent. For additional details regarding the change in net sales, see the Sales Volume and Price table at the end of the section entitled "Segment Results."

Gross margin was $922 million for the first quarter of 2009, down from $1,916 million in the first quarter of last year. Despite lower feedstock and energy costs (down approximately $3.1 billion or 49 percent), gross margin declined due to lower selling prices and lower volume.

The Company's global plant operating rate (for its chemicals and plastics businesses) was 68 percent in the first quarter of 2009, down from 86 percent in the first quarter of 2008. Operating rates declined across most businesses, impacted by actions taken by management in response to lower demand resulting from the slowing global economy.

Personnel count was 43,567 at March 31, 2009, down from 46,102 at December 31, 2008 and 45,530 at March 31, 2008. Headcount decreased from year-end 2008 primarily due to actions taken related to the 2008 restructuring plan, which accounted for 1,600 of the decline. Compared with year-end 2008, headcount was also reduced by approximately 650 employees due to asset and business divestitures, and approximately 170 employees transferred to a joint venture.

Operating expenses (research and development, and selling, general and administrative expenses) totaled $736 million in the first quarter of 2009, down $93 million from $829 million in the first quarter of last year. Compared with last year, research and development ("R&D") expenses decreased $39 million, and selling, general and administrative ("SG&A") expenses decreased $54 million. Spending decreased in response to management's cost cutting initiatives and as a result of actions taken related to the 2008 restructuring plan.

During the first quarter of 2009, pretax charges totaling $48 million were recorded for legal expenses and other transaction costs related to the April 1, 2009 acquisition of Rohm and Haas Company; these charges were reflected in Unallocated and Other. These charges were expensed in accordance with revised SFAS No. 141, "Business Combinations."

Amortization of intangibles was $22 million in the first quarter of 2009, flat compared with first quarter of last year. See Note F to the Consolidated Financial Statements for additional information on intangible assets.

On December 5, 2008, the Company's Board of Directors approved a restructuring plan as part of a series of actions to advance the Company's strategy and respond to the recent, severe economic downturn. The restructuring plan includes the shutdown of a number of facilities and a global workforce reduction, which are targeted for completion by the end of 2010. In the first quarter of 2009, the Company recorded a pretax adjustment of $19 million to the 2008 restructuring charge for additional severance. The impact of the adjustment is shown as "Restructuring charges" in the consolidated statements of income and is reflected in Unallocated and Other. See Note C to the Consolidated Financial Statements for details on the Company's restructuring activities.

Dow's share of the earnings of nonconsolidated affiliates was $65 million in the first quarter of 2009, down significantly from $274 million in the first quarter of last year. Equity earnings in the first quarter of 2009 were negatively impacted by $29 million for the Company's share of a restructuring charge recognized by Dow Corning Corporation ("Dow Corning") in the first quarter. Compared with the same quarter of last year, earnings declined at most of the Company's principal joint ventures, as the joint ventures also faced the overall decrease in global demand.

Sundry income (expense) - net includes a variety of income and expense items such as the gain or loss on foreign currency exchange, dividends from investments, and gains and losses on sales of investments and assets. Sundry income (expense) - net for the first quarter of 2009 was net expense of $3 million, compared with net income of $46 million in the same quarter of 2008, and reflected a decrease in gains on the sale of miscellaneous assets, none of which were material.

Net interest expense (interest expense less capitalized interest and interest income) was $142 million in the first quarter of 2009, compared with $121 million in the first quarter of last year. Compared with last year, interest income was down $12 million principally due to lower interest rates on investments, while interest expense increased $9 million primarily due to increased debt.

The Company reported a tax benefit of $18 million in the first quarter of 2009 primarily due to audit settlements in the United States as well as the reversal of tax valuation allowances in Asia Pacific. This compared with tax expense of $299 million and an effective tax rate of 23.7 percent for the first quarter of 2008. The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax credits available.

Net income attributable to The Dow Chemical Company was $24 million or $0.03 per share for the first quarter of 2009, compared with $941 million or $0.99 per share for the first quarter of 2008.

The following table summarizes the impact of certain items recorded in the three-month period ended March 31, 2009, and previously described in this section:

                                     Pretax                               Impact on                             Impact on
                                   Impact (1)                          Net Income (2)                            EPS (3)
                               Three Months Ended                    Three Months Ended                     Three Months Ended
In millions, except         March 31,           March 31,        March 31,           March. 31,        March 31,            March. 31,
per share amounts                2009                2008             2009                 2008             2009                  2008
Restructuring charges   $         (19 )                 -     $        (17 )                  -     $      (0.02 )                   -
Acquisition-related
expenses                          (48 )                 -              (41 )                  -            (0.04 )                   -
Dow Corning
restructuring                     (29 )                 -              (27 )                  -            (0.03 )                   -
Total                   $         (96 )                 -     $        (85 )                  -     $      (0.09 )                   -

(1) Impact on "Income before Income Taxes"

(2) Impact on "Net Income Attributable to The Dow Chemical Company"

(3) Impact on "Earnings per common share - diluted"

On April 1, 2009, the Company completed the acquisition of Rohm and Haas Company ("Rohm and Haas"). Pursuant to the July 10, 2008 Agreement and Plan of Merger (the "Merger Agreement"), Ramses Acquisition Corp., a direct wholly owned subsidiary of the Company, merged with and into Rohm and Haas (the "Merger"), with Rohm and Haas continuing as the surviving corporation becoming a direct wholly owned subsidiary of the Company.

The Company pursued the acquisition of Rohm and Haas to make the Company a leading specialty chemicals and advanced materials company, combining the two organizations' best-in-class technologies, broad geographic reach and strong industry channels to create a business portfolio with significant growth opportunities.

Pursuant to the terms and conditions of the Merger Agreement, each outstanding share of Rohm and Haas common stock was converted into the right to receive cash of $78 per share, plus additional cash consideration of $0.97 per share (the "ticking fee"). The additional cash consideration represented 8 percent per annum on the $78 per share consideration from January 10, 2009 to the closing of the Merger, less dividends declared by Rohm and Haas with a dividend record date between January 10, 2009 and the closing of the Merger. All options to purchase shares of common stock of Rohm and Haas granted under the Rohm and Haas stock option plans and all other equity-based compensation awards, whether vested or unvested as of April 1, 2009, became fully vested and converted into the right to receive cash of $78.97 per share, less any applicable exercise price. Total cash consideration paid to Rohm and Haas shareholders was $15.7 billion.

The Company expects the transaction to create $1.3 billion in estimated pretax annual cost synergies and savings including increased purchasing power for raw materials; manufacturing and supply chain work process improvements; and the elimination of redundant corporate overhead for shared services and governance. The Company also anticipates that the transaction will produce significant growth synergies through the application of each company's innovative technologies and as a consequence of the combined business' broader product portfolio in key industry segments with strong global growth rates.

See Note O to the Consolidated Financial Statements for more information on this transaction.

SEGMENT RESULTS
The Company uses EBIT (which Dow defines as earnings before interest, income taxes and noncontrolling interests) as its measure of profit/loss for segment reporting purposes. EBIT by operating segment includes all operating items relating to the businesses; items that principally apply to the Company as a whole are assigned to Unallocated. See Note N to the Consolidated Financial Statements for a reconciliation of EBIT to "Net Income Attributable to The Dow Chemical Company." Following the April 1, 2009 acquisition of Rohm and Haas, the Company announced a new management organization. As such, in the second quarter of 2009, the Company will reevaluate the reportable operating segments. The Company also plans to reevaluate its measure of profit or loss for segment reporting.

PERFORMANCE PLASTICS
Performance Plastics sales were $2,435 million for the first quarter of 2009, down 39 percent from $3,963 million in the first quarter of 2008. Volume declined 28 percent while prices declined 11 percent. The global economic downturn drove double-digit volume declines in all geographic areas and across all businesses in the segment with the exception of Technology Licensing and Catalyst. The most significant volume decline was reported in Dow Automotive, which suffered from the continued weakness in the global automotive industry. EBIT for the segment totaled $30 million in the first quarter of 2009, down significantly from $329 million in the same period last year. The impact of lower sales

volume combined with falling prices and lower operating rates exceeded the benefit from lower feedstock and raw material costs and lower freight and operating expenses.

Dow Automotive sales for the first quarter of 2009 were down 51 percent versus the same quarter last year driven by a 46 percent decline in volume and a 5 percent decline in prices, primarily due to currency. Original equipment manufacturers in North America and Europe, which the business serves, experienced the largest volume declines. Despite lower operating expenses and raw material costs, EBIT decreased significantly from the same quarter last year, primarily due to lower prices and a sharp decline in volume. Restructuring steps taken by the business, which included divesting Body Protection and Damping, began to deliver cost improvement in the first quarter of 2009 and are expected to increase during the course of the year.

Dow Building Solutions sales in the first quarter of 2009 declined 29 percent versus the same quarter last year as volume decreased 22 percent and prices declined 7 percent, largely due to currency. The decline in volume was driven by weakness in the residential housing industry, particularly in North America and Eastern Europe where new housing starts were down significantly from the same period last year. The commercial construction industry also showed signs of weakness in North America due to tighter credit markets and oversupply of available space. The revenue decline experienced by Dow Building Solutions, while closely linked to industry conditions in Europe and North America, was tempered by a broad portfolio of products serving residential, commercial and do-it-yourself applications. EBIT declined primarily due to lower sales volume and lower operating rates across the businesses' manufacturing facilities. The business took steps during the quarter to reduce spending while maintaining focus on key development projects, including conversion to new foaming agent technology for expandable polystyrene manufacturing plants in North America.

Dow Epoxy sales for the quarter were down 48 percent from the first quarter of 2008 as volume declined 33 percent and prices fell 15 percent. The significant decline in volume was balanced across all geographic areas due to weakness in the housing and consumer electronics industries. In addition, tighter credit conditions negatively impacted the growth of wind farm applications, and customer inventory de-stocking efforts were noted across various sectors of the business. The decline in prices was also geographically widespread, driven by low levels of demand and competitive pressure to secure volumes. Compared with the first quarter of 2008, EBIT declined due to lower margin on lower sales volume, the unfavorable impact of lower operating rates, and the impact of lower prices which more than offset the benefit from reduced feedstock costs.

Polyurethanes and Polyurethane Systems sales for the quarter were down 34 percent from the first quarter of 2008. Volume declined 18 percent while prices decreased 16 percent (approximately one third due to currency). The severe downturn in the global economy resulted in lower demand and reduced sales volume across all geographic areas for polyurethane and polyurethane system products in key applications including furniture, bedding, appliance and construction. Prices fell due to declining demand with the most significant impacts in Europe and Asia Pacific. EBIT for the business was significantly lower in the first quarter of 2009 due to lower margin on declining sales volume and reduced operating rates at manufacturing facilities, coupled with the significant impact of declining prices which was only partially offset by lower feedstock and energy and other raw material costs.

Specialty Plastics and Elastomers sales in the first quarter of 2009 were down 38 percent from the same period last year. Volume declined 32 percent and prices declined 6 percent. The decline in volume was relatively consistent across the geographic areas as the business suffered from weakness in global automotive, construction and optical media industries. The decline in demand added pressure on pricing with the most significant impact reported in Europe. EBIT for the business declined from a year ago due to reduced margin on lower sales volumes and the unfavorable impact of lower operating rates. Compared with the same period last year, feedstock and energy costs declined, providing some relief.

Technology Licensing and Catalyst sales for the first quarter of 2009 decreased 4 percent driven by lower royalties which are directly related to the output of manufacturing facilities. The drop in revenue, combined with lower equity earnings from Univation Technologies, LLC, resulted in reduced EBIT for the business.

PERFORMANCE CHEMICALS
Performance Chemicals sales were $1,517 million for the first quarter of 2009, down 35 percent from $2,323 million in the first quarter of 2008. Compared with last year, volume declined 28 percent and prices dropped 7 percent, including a 3 percent unfavorable currency impact. The drop in prices was broad-based, with decreases reported in all geographic areas and across all major product groups. The decrease in volume was also broad-based and driven by global demand destruction, particularly in the housing and automotive industries. EBIT for the first quarter of 2009 was $115 million, down significantly from $271 million in the first quarter of 2008, as lower sales volume and lower prices exceeded the benefit from lower raw material costs and reduced operating expenses. EBIT for the first quarter of 2009 was reduced by $29 million for the Company's share of restructuring charges recognized by Dow Corning.

Designed Polymers sales for the first quarter of 2009 were down 24 percent from the same quarter last year driven by a 22 percent decrease in volume and a 2 percent decrease in prices, primarily due to currency. The decrease in volume was principally due to continued deterioration of demand in the housing and construction industries and lower volume in Dow Water Solutions, partially offset by higher volume in methyl cellulosics used in pharmaceutical applications. Compared with the first quarter of last year, EBIT decreased as the impact of lower sales and lower operating rates more than offset the benefit of decreases in raw material costs and operating expenses.

Dow Latex sales for the first quarter of 2009 were down 44 percent from the first quarter of 2008, as volume decreased 35 percent and prices decreased 9 percent (with one third due to currency). Volume was down due to continued softness in the housing industry and difficult conditions in the paper industry. Paper and carpet latex prices were down in all geographic areas except North America. Despite the decrease in volume and prices, EBIT for the first quarter of 2009 increased compared with the same period last year, principally due to lower raw material costs.

Specialty Chemicals sales for the first quarter of 2009 were down 35 percent compared with the same quarter last year as volume decreased 27 percent and prices declined 8 percent. Volume decreased across all geographic areas, while prices were lower across most product groups, driven by significant decreases in raw material costs. EBIT was down significantly from the same quarter of last year due to decreased selling prices and volume, as well as lower equity earnings from the OPTIMAL Group of Companies ("OPTIMAL").

AGRICULTURAL SCIENCES
Agricultural Sciences sales were $1,446 million in the first quarter of 2009, up 10 percent from $1,314 million in the first quarter of 2008, posting a new quarterly sales record for the segment. Compared with the first quarter of 2008, volume improved 10 percent and prices were flat with a 6 percent increase in selling prices offset by an unfavorable currency impact. Seed business acquisitions in 2008 delivered excellent results, with Seeds, Traits and Oils reporting growth of 75 percent in the first quarter of 2009 compared with the first quarter of 2008. Sales of new agricultural chemical products nearly doubled compared with the first quarter of 2008, as sales of penoxsulam rice herbicide and pyroxsulam cereal herbicide continued to receive excellent channel support. North America and Asia Pacific recorded strong sales increases of 38 percent and 6 percent respectively, compared with the first quarter of 2008. EBIT for the first quarter of 2009 was $338 million, also a new quarterly record for the segment, up from $331 million in the first quarter of 2008 as the improvement in sales volume exceeded increase in operating expenses related to growth initiatives.

BASIC PLASTICS
Basic Plastics sales were $1,847 million for the first quarter of 2009, down 47 percent from $3,492 million in the first quarter of 2008. During the fourth quarter of 2008, an unprecedented decline in feedstock costs and growing concerns about the depth of the global economic downturn led to significant price declines in all regions and product lines. The weakness in demand and pricing continued into the first quarter of 2009, resulting in prices that were 35 percent below those of the first quarter of 2008. Volume improved modestly in the India, Middle East and Africa ("IMEA") geographic area, however weak economic conditions led to lower volume in all other geographic areas, with volume declining 12 percent for the segment overall. Volume in North America was significantly lower as a result of the May 2008 formation of Americas Styrenics
LLC. EBIT was $4 million for the first quarter of 2009, down significantly from $427 million in the first quarter of 2008. While the segment benefited from significantly lower feedstock and energy costs, and lower freight costs, operating expenses and manufacturing costs, these were more than offset by the collapse in prices. Equity earnings from EQUATE Petrochemical Company K.S.C. ("EQUATE") were also significantly lower than in the first quarter of 2008.

Polyethylene sales were down significantly from the first quarter of 2008, as prices decreased 38 percent and volume decreased 4 percent. The decline in feedstock costs during the fourth quarter of 2008 resulted in significant global price declines that continued into the first quarter of 2009, although the business did see slight improvement in prices over the course of the quarter. Overall prices, however, remain significantly lower than in the first quarter of 2008. Volume was lower in all geographic areas except IMEA; however, as the quarter progressed, the business saw modest volume improvement as a result of customers restocking their depleted inventories. EBIT for the first quarter of 2009 declined significantly compared with the same period last year as the favorable impact of lower feedstock and energy costs, and improved equity earnings from Siam Polyethylene Company Limited and The Kuwait Olefins Company K.S.C. were more than offset by the sharp decline in selling prices and lower equity earnings from EQUATE.

Polypropylene sales were down 53 percent from the first quarter of 2008 as prices decreased 41 percent and volume declined 12 percent. Prices were significantly lower in all geographic areas as a result of lower feedstock costs and the impact of the global economic downturn. While volume was up slightly in North America and Latin America, volume was significantly lower in Europe due to lower demand for durables and an unplanned outage at Dow's Wesseling, Germany site. Europe reported stable demand for products used in food packaging, hygiene and some film applications; however, demand for products used in the manufacture of durable goods remained soft. EBIT was significantly lower than in the first quarter of 2008 as the decline in prices and higher manufacturing costs related to a turnaround more than offset a reduction in feedstock and energy costs.

Polystyrene sales for the first quarter of 2009 were down 66 percent as volume decreased 44 percent and prices decreased 22 percent. In Europe, volume for products used in packaging applications remained stable; however, the automotive, construction, and appliance industries experienced continued weakness. Volume in Asia Pacific, while lower than in the first quarter of 2008, improved slightly during the quarter as customers began to restock and idle industry capacity led to limited supply availability. In North America and Latin America, volume was lower due to the May 2008 formation of Americas Styrenics
LLC. Significant price declines were seen in all geographic areas following the . . .