EXHIBIT 20 COPY OF QUARTERLY REPORT TO STOCKHOLDERS ROHM AND HAAS COMPANY SECOND QUARTER REPORT 1994 ID: COVER GRAPHIC FINANCIAL HIGHLIGHTS (Millions of dollars, except earnings per share) - - -------------------------------------------------------------------------------- Second Quarter Six Months ----------------------- ----------------------- Percent Percent 1994 1993 Change 1994 1993* Change ----------------------- ----------------------- Net sales $ 944 $ 884 7 $1,800 $1,710 5 Net earnings 95 63 51 162 121 34 Net earnings per common share $1.37 $ .90 52 $ 2.33 $ 1.73 35 - - ------------------------------------------------------------------------------- *Net earnings are before a charge of $19 million for the cumulative effect of adopting a new accounting standard for postemployment benefits, effective January 1, 1993. SALES BY BUSINESS GROUP Millions of Dollars Agricultural Chemicals $133 Plastics $158 Performance Chemicals $206 Polymers, Resins and Monomers $447 ID: GRAPHIC (STACKED BAR CHART) SALES BY CUSTOMER LOCATION Millions of Dollars Latin America $57 Pacific $124 Europe $221 North America $542 ID: GRAPHIC (STACKED BAR CHART) CHAIRMAN'S LETTER Rohm and Haas reported earnings for the second quarter of $95 million. Favorable external conditions and hard work throughout the organization resulted in higher unit volumes, higher sales and smooth manufacturing operations. Both Polymers, Resins and Monomers (PRM) and Plastics reported double-digit unit volume growth. The company also began to see the benefit of productivity improvements being put in place throughout Rohm and Haas to control selling, administrative and research costs. The most notable of these is in research, where costs were down 11 percent from the same period a year ago. Happily, there was a decline in another important number during the quarter -- the number of employee injuries. With half the year now behind us, it is clear that Rohm and Haas earnings will be substantially above the $126 million reported for 1993, and may even exceed the $230 million record earnings reported for 1988. However, the outlook for the rest of the year is not entirely rosy. We have experienced increases in our costs for propylene, ammonia, methanol, acetone and styrene. We will have to raise prices for certain product lines to limit the impact these raw material price increases will have during the rest of this year. In order to deliver the financial performance our shareholders have a right to expect, we must continue to grow the company, satisfy customers and hold down costs. Our second quarter results reflect advances in all three areas, but we know that more progress is necessary to improve our competitive standing within the industry. (J. LAWRENCE WILSON) J. Lawrence Wilson August 10, 1994 Chairman MANAGEMENT DISCUSSION AND ANALYSIS SECOND QUARTER 1994 VERSUS SECOND QUARTER 1993 Second quarter 1994 earnings were $95 million, up 51% from last year's earnings of $63 million. Earnings per common share were $1.37, up 52% from 90 cents reported in the 1993 period. The prior-year period included a net after-tax charge of $5 million related to asset writedowns, net of a gain on the sale of Supelco. Absent these non-recurring items, earnings increased 40%. Sales of $944 million were 7% higher, compared with the prior-year period. Volume increased 9% with the strongest improvements in the Polymers, Resins and Monomers and Plastics business groups. The increase in earnings reflects the benefit of higher volumes and smooth plant operations. Selling prices were slightly below the prior-year period and raw material costs were flat. Polymers, Resins and Monomers (PRM) earnings were $56 million, up 44% from the prior-year period. Sales increased 9% and volume was up 11%. Businesses with good volume increases included architectural coatings, industrial coatings, adhesives and construction products. Earnings also benefited from high production volumes. Plastics reported earnings of $15 million, up $8 million compared to 1993, excluding a $16 million after-tax charge in 1993 for asset writedowns. Volume increased 10% and sales were up 8%. PVC additives had strong volume growth in North America and Europe. AtoHaas North America reported volume increases for all product lines. AtoHaas Europe reported breakeven results, a significant improvement compared to the prior-year period. Performance Chemicals recorded earnings of $15 million, up $5 million compared to last year's earnings, excluding the 1993 gain on the sale of Supelco. Sales increased 7% on 5% higher volume, excluding Supelco. Strong volume growth was reported by Biocides in North America and Electronic Chemicals in North America and Europe. Ion Exchange Resins had volume growth in North America and Europe, but continued depressed selling prices and inventory writedowns impacted this business adversely. Agricultural Chemicals earnings of $19 million were down 14% from the second quarter of 1993. Volume declined 3% and sales were flat, due to lower selling prices and reduced sales of Dithane caused by increased competition in Europe and reduced spending by growers in Latin America. North American region earnings were $62 million, up 44% from the prior-year period, excluding an after-tax gain in 1993 of $11 million from the sale of Supelco. Sales and volume increased 9%. Increased volume and reduced operating costs contributed to the higher earnings. 2 European region earnings were $27 million, compared with $6 million in 1993. The results in 1993 included an after-tax charge of $16 million related to asset writedowns. Excluding this non-recurring charge, earnings increased 23%. Sales grew 4% reflecting 11% higher volume and 3% weaker European currencies. Pacific region earnings of $11 million were up 38% compared to the second quarter of 1993. Sales and volume were up 7% on the strength of the PRM and Plastics business groups. Higher earnings also reflected the effect of a 9% stronger Yen. Latin America posted earnings of $5 million, flat compared to the prior-year period. Sales were unchanged from the second quarter of 1993. Improved results in Colombia and Mexico were offset by reduced sales in Brazil due to uncertainty regarding the new economic reforms. Net sales were $944 million, up 7% from last year's results on a 9% volume increase. The second quarter gross profit margin increased to 37% from 35% in 1993 due to higher volumes and smooth plant operation. Selling, administrative and research expenses declined 2%, reflecting productivity improvements implemented to control costs. Interest expense increased $3 million due to lower capitalization of interest expense as part of construction in progress. Affiliate earnings were $1 million, a significant improvement from the $2 million loss reported last year, primarily due to reduced losses from the AtoHaas affiliates. Other expense, net, was down $4 million from 1993. The prior-year period included costs for cancelling construction of a plastics facility in England, net of a gain on the sale of Supelco. SIX MONTHS 1994 VERSUS SIX MONTHS 1993 Earnings for the first six months were $162 million, up 34% from last year's earnings of $121 million (before cumulative effect of an accounting change for postemployment benefits). Earnings per common share were $2.33, up 35% compared with the 1993 period. The 1993 period included a net charge of $5 million for unusual items. Absent these unusual items, earnings increased 29%. Net sales of $1,800 million were 5% higher than 1993. Volume grew 8% and raw material costs were 2% lower compared to the prior year. Earnings also benefited from smooth plant operations and improved affiliate results. Polymers, Resins and Monomers earnings of $92 million were up 24% from 1993. Sales increased 7% and volume increased 10%, with significant gains in the industrial coatings, architectural coatings, adhesives, and construction products businesses. Raw material costs continued to be lower than the prior year and plants ran smoothly. 3 Plastics recorded earnings of $30 million compared to $15 million in 1993, excluding a 1993 after-tax charge of $16 million related to asset writedowns. Volume increased 11% and sales were up 8%, reflecting lower selling prices caused by competitive pricing to maintain market share. Additives used in PVC and engineering resins experienced good volume growth in the North American, European and Pacific regions. AtoHaas North America reported increased volume for all product lines. AtoHaas Europe reported significantly reduced losses compared to 1993. Performance Chemicals reported earnings of $26 million, $9 million higher than last year's earnings, excluding the 1993 gain on the sale of Supelco. Volume increased 4% and sales rose 6%, excluding Supelco. Earnings improved due to volume increases, a more favorable product mix and the strengthening of the Yen. The Ion Exchange Resins business continued to suffer from depressed pricing due to intense competition and higher operating costs due to low manufacturing volumes. Agricultural Chemicals earnings were $37 million, down 8% versus 1993. Sales increased 2% though volume was flat, due to a more favorable product mix. Intense competition, higher raw material costs and increased research expense resulted in lower earnings. North American region earnings were $105 million, 25% higher than the prior-year period, excluding the 1993 after-tax gain of $11 million from the sale of Supelco. Sales grew 7% on 10% higher volume, excluding Supelco. All businesses contributed to the volume increase. Smooth plant operations and lower raw material costs also contributed to the earnings increase. European earnings of $49 million were 23% higher compared to 1993 results, excluding the 1993 after-tax charge of $16 million for asset writedowns. Sales increased 3%, reflecting an 11% volume increase and weaker European currencies. Pacific region earnings were $22 million, $9 million higher than 1993. Sales increased 9% on 7% higher volume, excluding Supelco. Strong volume increases were recorded by the Polymers and Resins and Plastics Additives businesses. An 11% stronger Yen was a major factor in the earnings performance. Latin America posted earnings of $9 million, flat compared to 1993. Sales were unchanged from the prior year and volume increased 1%. Uncertainty in Brazil regarding economic reforms and cost pressures on growers in Costa Rica offset the benefit of volume increases in Colombia and Mexico. Net sales of $1,800 million were 5% higher compared to last year's results on a 9% volume increase, excluding Supelco. The gross profit margin for the first six months was 37% compared to 36% in the prior period. Volume increases and smooth plant operations were the main contributors to the margin improvement. 4 Selling, administrative and research expenses were down 1% compared to 1993, reflecting the benefit of productivity improvements. Interest expense of $26 million was $3 million higher than last year due to lower capitalization of interest as part of construction in progress. Affiliate earnings of $1 million reflect a substantial improvement from the losses reported in 1993, primarily due to improved results from the AtoHaas affiliates. Other expense, net, was flat compared to the prior-year period. LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA On June 29, 1994 the company completed the previously announced acquisition of Monsanto's worldwide pyridine family of chemistry and a new fungicide. The purchase price will be paid in equal installments over a four-year period. The assets acquired included a manufacturing facility, inventory and patents. At the end of the quarter, cash and cash equivalents totaled $19 million, down $16 million from the 1993 year-end balance. Customer receivables were up $228 million during the first six months, reflecting higher sales and a normal seasonal pattern. Inventories increased $36 million, mainly due to inventories acquired from Monsanto as described above. The debt-to-equity ratio, calculated without the reduction to stockholders' equity for the ESOP transaction, was 47% at the end of June, compared with 48% at year-end 1993. Fixed asset additions during the first half of 1994 totaled $122 million, including the manufacturing facility acquired from Monsanto. Spending for the full year is estimated to be less than $350 million, and includes expenditures for capacity expansion for acrylic acid at Houston, Texas, a new research laboratory building at Bristol, Pennsylvania and a new biocides production facility at Bayport, Texas. On July 25, 1994, the board of directors approved a 6% increase in the quarterly dividend on common shares from 35 cents to 37 cents per share. The board also declared a regular quarterly dividend of $.6875 per preferred share. Both dividends are payable September 1, 1994, to stockholders of record on August 5, 1994. 5 ROHM AND HAAS COMPANY AND SUBSIDIARIES SALES BY BUSINESS GROUP AND CUSTOMER LOCATION (Millions of dollars) - - ------------------------------------------------------------------------------- SECOND QUARTER 1994 AND 1993 - - ------------------------------------------------------------------------------- Polymers, Resins and Performance Agricultural Monomers Plastics Chemicals Chemicals Total ----------- ----------- ----------- ------------ ------------ 1994 1993 1994 1993 1994 1993 1994 1993 1994 1993 - - ------- ----------- ----------- ----------- ------------ ------------ North America $320 $293 $ 92 $ 84 $ 89 $ 85 $ 41 $ 37 $542 $499 - - ------- ----------- ----------- ----------- ------------ ------------ Europe 68 62 50 46 55 54 48 50 221 212 - - ------- ----------- ----------- ----------- ------------ ------------ Pacific 35 32 10 9 56 52 23 23 124 116 - - ------- ----------- ----------- ----------- ------------ ------------ Latin America 24 23 6 7 6 5 21 22 57 57 - - ------- ----------- ----------- ----------- ------------ ------------ Total $447 $410 $158 $146 $206 $196 $133 $132 $944 $884 - - ------- ----------- ----------- ----------- ------------ ------------ FIRST SIX MONTHS 1994 AND 1993 North America $592 $550 $183 $168 $171 $171 $ 74 $ 74 $1,020 $ 963 - - ------- ----------- ----------- ----------- ------------ -------------- Europe 128 119 97 90 107 107 98 100 430 416 - - ------- ----------- ----------- ----------- ------------ -------------- Pacific 68 61 19 16 104 99 51 47 242 223 - - ------- ----------- ----------- ----------- ------------ -------------- Latin America 46 47 11 12 11 11 40 38 108 108 - - ------- ----------- ----------- ----------- ------------ -------------- Total $834 $777 $310 $286 $393 $388 $263 $259 $1,800 $1,710 - - ------- ----------- ----------- ----------- ------------ -------------- 6 PHYSICAL VOLUME CHANGE CURRENT QUARTER RELATIVE TO YEAR-EARLIER QUARTER - - ------------------------------------------------------------------------------- Percent CUSTOMER Percent BUSINESS GROUP Change LOCATION Change - - ------------------------------------------------------------------------------- Polymers, Resins and Monomers 11 North America 9 Plastics 10 Europe 11 Performance Chemicals 1 Pacific 7 Agricultural Chemicals (3) Latin America 1 - - ------------------------------------------------------------------------------- Worldwide 9 Worldwide 9 - - ------------------------------------------------------------------------------- CURRENT SIX MONTHS RELATIVE TO YEAR-EARLIER SIX MONTHS - - ------------------------------------------------------------------------------- Percent CUSTOMER Percent BUSINESS GROUP Change LOCATION Change - - ------------------------------------------------------------------------------- Polymers, Resins and Monomers 10 North America 9 Plastics 11 Europe 11 Performance Chemicals (4) Pacific 6 Agricultural Chemicals -- Latin America 1 - - ------------------------------------------------------------------------------- Worldwide 8 Worldwide 8 - - ------------------------------------------------------------------------------- 7 ROHM AND HAAS COMPANY AND SUBSIDIARIES NET EARNINGS** BY BUSINESS GROUP AND CUSTOMER LOCATION - - ------------------------------------------------------------------------------- Quarter Ended Six Months Ended June 30, June 30, --------------------- -------------------- 1994 1993 1994 1993 -------------------------------------------- BUSINESS GROUP (Millions of dollars) -------------------------------------------- Polymers, Resins and Monomers $56 $39 $ 92 $ 74 Plastics 15 (9) 30 (1) Performance Chemicals 15 21 26 28 Agricultural Chemicals 19 22 37 40 Corporate (10) (10) (23) (20) - - --------------------------------------------------------- ------------------- Total $95 $63 $162 $121 - - --------------------------------------------------------- ------------------- CUSTOMER LOCATION North America $62 $54 $105 $ 95 Europe 27 6 49 24 Pacific 11 8 22 13 Latin America 5 5 9 9 Corporate (10) (10) (23) (20) - - --------------------------------------------------------- ------------------- Total $95 $63 $162 $121 - - --------------------------------------------------------- ------------------- Corporate includes non-operating items such as interest income and expense. ANALYSIS OF CHANGE IN PER-SHARE EARNINGS** CURRENT PERIOD RELATIVE TO YEAR-EARLIER PERIOD - - ---------------------------------------------------------------------- $/Share (after-tax) ----------------------------- SECOND FIRST GROSS PROFIT QUARTER SIX MONTHS ------------ -------------- Selling prices* $(.16) $(.70) Physical volume and product mix .33 .71 Raw material costs* -- .07 Other manufacturing costs* .21 .46 - - ----------------------------------------------------- --------------- Increase in gross profit .38 .54 - - ----------------------------------------------------- --------------- OTHER CAUSES Selling, administrative and research expenses* .03 .05 Share of affiliate earnings (losses) .04 .09 Other .02 (.08) - - ----------------------------------------------------- --------------- Increase from other causes .09 .06 - - ----------------------------------------------------- --------------- Increase in per-share earnings $ .47 $ .60 - - ----------------------------------------------------- --------------- *The amounts shown are on a U.S. dollar basis and include the impact of currency movements as compared to the prior-year period. **Net earnings and earnings per share for the six months ended June 30, 1993 are before a charge of $19 million for the cumulative effect of adopting a new accounting standard for postemployment benefits, effective January 1, 1993. 8 Rohm and Haas Company and Subsidiaries STATEMENTS OF CONSOLIDATED EARNINGS (Subject to Year-end Audit) - - ------------------------------------------------------------------------------- Quarter Ended Six Months Ended June 30, June 30, ------------------------ -------------------- 1994 1993 1994 1993* ----------------------------------------------- CURRENT EARNINGS (Millions of dollars, except per share amounts) ----------------------------------------------- Net sales $ 944 $ 884 $ 1,800 $ 1,710 Cost of goods sold 593 572 1,132 1,098 - - -------------------------------------------------------- -------------------- Gross profit 351 312 668 612 Selling and administrative expense 147 144 291 289 Research and development expense 47 53 94 101 Interest expense 14 11 26 23 Share of net earnings (losses) of affiliates 1 (2) 1 (5) Other expense, net 1 5 7 7 - - -------------------------------------------------------- -------------------- Earnings before income taxes 143 97 251 187 Income taxes 48 34 89 66 - - -------------------------------------------------------- -------------------- Earnings before cumulative effect of accounting change 95 63 162 121 Cumulative effect of accounting change -- -- -- (19) - - -------------------------------------------------------- -------------------- NET EARNINGS $ 95 $ 63 $ 162 $ 102 Less preferred stock dividends 2 2 4 4 - - -------------------------------------------------------- -------------------- NET EARNINGS APPLICABLE TO COMMON SHAREHOLDERS $ 93 $ 61 $ 158 $ 98 - - -------------------------------------------------------- -------------------- PER COMMON SHARE: Earnings before cumulative effect of accounting change $ 1.37 $ .90 $ 2.33 $ 1.73 Cumulative effect of accounting change -- -- -- (28) ------------------------ -------------------- Net earnings $ 1.37 $ .90 $ 2.33 $ 1.45 ------------------------ -------------------- Common dividends $ .35 $ .33 $ .70 $ .66 Average number of common shares outstanding (000's) 67,721 67,622 67,696 67,602 - - -------------------------------------------------------- -------------------- *Restated to reflect adoption of a new accounting standard for postemployment benefits in the third quarter of 1993, effective January 1, 1993. See notes to consolidated financial statements. 9 Rohm and Haas Company and Subsidiaries STATEMENTS OF CONSOLIDATED CASH FLOWS (Subject to Year-end Audit) - - ------------------------------------------------------------------------------- Six Months Ended June 30, ---------------------- 1994 1993* ---------------------- CASH FLOWS FROM OPERATING ACTIVITIES (Millions of dollars) ---------------------- Net earnings $ 162 $ 102 Adjustments to reconcile net earnings to cash provided by operating activities: Cumulative effect of accounting change, net of tax -- 19 Depreciation 114 108 Deferred income taxes 31 35 Accounts receivable (221) (194) Inventories (36) 3 Accounts payable 3 (15) Gain on disposition of facilities and investments -- (19) Provision for writedown of plant assets -- 24 Other working capital changes, net 48 (38) Other, net 12 38 - - ------------------------------------------------------------------------------- Net cash provided by operating activities 113 63 - - ------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to land, buildings and equipment (122) (184) Proceeds from the sale of facilities and investments 3 58 Collection of note receivable -- 23 - - ------------------------------------------------------------------------------- Net cash used by investing activities (119) (103) - - ------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of long-term debt 34 88 Repayments of long-term debt (6) (99) Net change in short-term borrowings (3) 58 Payment of dividends (50) (47) Other, Net 14 5 - - ------------------------------------------------------------------------------- Net cash provided (used) by financing activities (11) 5 - - ------------------------------------------------------------------------------- Effect of exchange rate changes on cash 1 -- - - ------------------------------------------------------------------------------- NET DECREASE IN CASH AND CASH EQUIVALANTS $ (16) $ (35) - - ------------------------------------------------------------------------------- *Restated to reflect adoption of a new accounting standard for postemployment benefits in the third quarter of 1993, effective January 1, 1993. See notes to consolidated financial statements. 10 Rohm and Haas Company and Subsidiaries CONSOLIDATED BALANCE SHEETS (Subject to Year-end Audit) - - ------------------------------------------------------------------------------- JUNE 30, December 31, June 30, 1994 1993 1993* --------------------------------------- ASSETS (Millions of dollars) --------------------------------------- Current assets: Cash and cash equivalents $ 19 $ 35 $ 56 Receivables, net 825 604 735 Inventories (note d) 430 394 426 Prepaid expenses and other assets 168 167 183 - - ------------------------------------------------------------------------------- Total current assets 1,442 1,200 1,400 - - ------------------------------------------------------------------------------- Land, buildings and equipment 3,819 3,696 3,585 Less accumulated depreciation 1,930 1,827 1,777 - - ------------------------------------------------------------------------------- Net land, buildings and equipment 1,889 1,869 1,808 - - ------------------------------------------------------------------------------- Other assets 452 455 457 - - ------------------------------------------------------------------------------- $3,783 $3,524 $3,665 - - ------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 90 $ 83 $ 114 Accounts payable and accrued liabilities 619 615 523 Accrued income taxes 52 3 59 - - ------------------------------------------------------------------------------- Total current liabilities 761 701 696 - - ------------------------------------------------------------------------------- Long-term debt 722 690 739 Other liabilities 734 692 741 Stockholders' equity: $2.75 Cumulative convertible preferred stock (note e) 135 136 136 Common stock: shares issued--78,652,380 197 197 197 Additional paid-in capital 151 150 149 Retained earnings 1,556 1,444 1,489 - - ------------------------------------------------------------------------------- 2,039 1,927 1,971 Less: Treasury stock (note f) 319 323 323 Less: ESOP shares 159 163 166 Other equity adjustments 5 -- 7 - - ------------------------------------------------------------------------------- Total stockholders' equity 1,566 1,441 1,489 - - ------------------------------------------------------------------------------- $3,783 $3,524 $3,665 - - ------------------------------------------------------------------------------- *Restated to reflect adoption of a new accounting standard for postemployment benefits in the third quarter of 1993, effective January 1, 1993. Additionally certain items have been reclassified to conform with current financial statement presentation. See notes to consolidated financial statements. 11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - - ------------------------------------------------------------------------------- (A) These interim financial statements are unaudited, but, in the opinion of management, all adjustments, which are of a normal recurring nature, have been made to present fairly the company's financial position, results of operations and cash flows. It is suggested that these financial statements be read in conjunction with the financial statements, accounting policies and the notes included in the company's annual report for the year ended December 31, 1993. (B) The company is a named party in various government enforcement and private actions associated with former waste disposal sites. The amounts charged to earnings before tax for environmental remediation were $8 million and $7 million for the six months ended June 30, 1994, and 1993, respectively. At June 30, 1994, the reserves for remediation were $189 million and probable insurance recoveries were $72 million. (C) The company and its subsidiaries are parties to litigation arising out of the ordinary conduct of its business. Recognizing the amounts reserved for such items and the uncertainty of the outcome, it is the company's opinion that the resolution of all pending lawsuits and claims will not have a material adverse effect, individually or in the aggregate, upon the results of operations and the consolidated financial position of the company. (D) Inventories consist of: (Millions of dollars) JUNE 30, Dec. 31, June 30, 1994 1993 1993 -------- -------- -------- Finished products and work in process $323 $297 $322 Raw materials and supplies 107 97 104 ---- ---- ---- Total inventories $430 $394 $426 ---- ---- ---- (E) The number of preferred shares issued and outstanding were: June 30, 1994 2,700,963 December 31, 1993 2,719,803 June 30, 1993 2,722,074 (F) The number of common treasury shares were: June 30, 1994 10,905,772 December 31, 1993 11,007,436 June 30, 1993 11,020,343 Dithane is a trademark of Rohm and Haas Company. 12 APPENDIX TO EXHIBIT 20 (Pursuant to Part 232.304(a) of Regulation S-T) Graphic Description/Cross Reference - - -------------- -------------------------------------------------- Cover Company name with enlarged number 2 Stacked Bar Description included in introduction to Exhibit 20 Charts (not incorporated by reference)