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): October 22, 2008
ROHM AND HAAS COMPANY
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 001-03507 | | 23-1028370 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
100 Independence Mall West,
Philadelphia, Pennsylvania | | 19106 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(215) 592-3000
| |
| Not Applicable |
| (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))
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Item 2.02 Results of Operations and Financial Condition.
On October 22, 2008, Rohm and Haas Company (“the Company”) issued an earnings press release reporting the Company’s results of operations for the fiscal quarter ended September 30, 2008. A copy of that release is being furnished to the SEC as an exhibit to this form.
This earnings press release includes “non-GAAP financial measures.” Specifically, the release refers to:
•EBITDA
Due to the varying impacts of debt, interest rates, acquisition related amortization, asset impairments and effective tax rates, EBITDA is calculated to facilitate comparisons between Rohm and Haas Company and our competitors on the operating performance of our company.
•Earnings from continuing operations excluding restructuring, asset impairments, accelerated depreciation, Dow transaction-related costs, the impact of the hurricanes Gustav and Ike in 2008 and the pension charge in 2007.
Management believes that measures of income excluding significant items such as restructuring, asset impairments, and other one-time charges are meaningful to investors because they provide insight with respect to ongoing operating results of the Company.
These measurements are not recognized in accordance with generally accepted accounting principles (GAAP) and should not be viewed as an alternative to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures presented by other companies.
Item 9.01 Financial Statements and Exhibits.
Please see Exhibit Index.
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SIGNATURES
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 hereunto duly authorized.
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| | ROHM AND HAAS COMPANY |
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| October 22, 2008 | /s/ Jacques Croisetiere |
| | | Jacques Croisetiere
Executive Vice President, Chief Financial Officer and
Chief Strategy Officer |
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Exhibit Index
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Exhibit No. | | Description |
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| 99.1 | | Earnings Press Release dated October 22, 2008 |
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| 99.2 | | Q3 2008 Earnings Release Slides |
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