EXHIBIT 20
COPY OF QUARTERLY REPORT TO STOCKHOLDERS
ROHM AND HAAS COMPANY
FIRST QUARTER '95
ID: COVER GRAPHIC
FINANCIAL HIGHLIGHTS (Millions of dollars, except earnings per share)
- -----------------------------------------------------------------------------
First Quarter
--------------------------
Percent
1995 1994 Change
--------------------------
Net sales $ 985 $856 15
Net earnings 79 67 18
Net earnings per common share $1.14 $.96 19
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SALES BY BUSINESS GROUP
Millions of dollars
- ----------------------------------------------
Polymers, Resins and Monomers $445
Agricultural Chemicals $144
Plastics $179
Performance Chemicals $217
ID: GRAPHIC (PIE CHART)
SALES BY CUSTOMER LOCATION
Millions of dollars
- ----------------------------------------------
North America $516
Latin America $55
Europe $257
Pacific $157
ID: GRAPHIC (PIE CHART)
CHAIRMAN'S LETTER
The first quarter of 1995 was a robust continuation of our strong
performance in 1994. Volume was up, productivity improved and currencies
continued in our favor. These factors led to earnings of $79 million.
Without a $17 million charge connected with a legal decision about a
30-year-old waste site, earnings would have been $96 million, a 45 percent
increase over the first quarter of 1994.
A good portion of the earnings gain resulted from productivity
improvements. We're shipping more product than ever before, yet plant
operating costs are well below what they were a year ago. In addition, we
have kept selling, administrative and research costs flat with last year.
Nearly all of the volume increase occurred outside North America, with the
greatest growth -- 29 percent -- occurring in the Pacific region. Latin
America and Europe also reported double-digit volume increases. Volume
growth in North America was limited by the sale of the styrene butadiene
latex business, capacity constraints in Plastics Additives, and the loss of
a significant Petroleum Chemicals customer in 1994. We also saw the pace
of U.S. business slow during the first three months of this year.
The productivity gains we have made were hard earned, and we have no
intention of surrendering them by allowing margin erosion due to feedstock
cost increases. Selling prices were up about 5 percent at the end of the
first quarter in those businesses where we had increases. Yet, at this
point in time, we have recovered only about half of our raw material cost
increases. We remain committed to maintaining our margins through full and
fair pricing for the value in our products.
I am pleased with the productivity gains the company is making and expect
to see more as the year progresses. Volume increases should continue, as
long as worldwide economies remain favorable. In short, 1995 should be an
excellent year for Rohm and Haas.
On May 1st, the Board of Directors elected two new vice presidents --
David Stitely, Director of Information Technology, and J. Gary Fischette,
Director of Corporate Engineering for Rohm and Haas.
(J. LAWRENCE WILSON)
J. Lawrence Wilson
Chairman May 10, 1995
MANAGEMENT DISCUSSION AND ANALYSIS
FIRST QUARTER 1995 VERSUS
FIRST QUARTER 1994
First quarter 1995 earnings were $79 million, up 18% from last year's
earnings of $67 million. Earnings per common share were $1.14, up 19% from
96 cents per common share in 1994. The 1995 results were reduced by a $17
million after-tax charge ($.25 per common share) for additional potential
liability related to the cleanup of the Whitmoyer waste site in Myerstown,
Pennsylvania. Without this charge, earnings would have been up 45% over
last year's first quarter. All business segments and regions reported
improved earnings. Sales of $985 million were 15% higher than reported in
the prior-year period. Earnings increased as a result of volume growth,
higher selling prices, a higher-priced product mix, stronger currencies in
Europe and Japan and continued productivity improvements in manufacturing,
selling, administrative and research operations. These positives more than
offset the impact of 31% higher raw material prices, excluding the effect
of stronger currencies.
Polymers, Resins and Monomers (PRM) earnings were $48 million, up 33%
compared to the prior period. Sales increased 17% due to 8% higher volume,
excluding the effect of the sale of the styrene butadiene latex business,
higher selling prices and a higher-priced product mix. Volume increased in
all regions, but was especially strong outside of North America,
particularly in architectural coatings, adhesives and specialty industrial
polymers. Smooth plant operations and stronger currencies in Europe and
Japan also contributed to higher earnings. However, the earnings increase
was limited by significantly higher raw material prices.
Plastics reported earnings of $18 million, up 20% from the 1994 period.
Sales increased 18%, reflecting volume gains of 7%, higher selling prices
and stronger currencies in Europe and Japan. The large increase in raw
material prices hurt earnings. Engineering resin additives had strong
volume growth in Europe, and PVC additives reported gains in the Pacific
and Latin American regions. Plastics Additives volume in North America was
hampered by a production outage at the Louisville, Kentucky plant. AtoHaas
North America reported volume increases for Plexiglas MC sheet and molding
powder. AtoHaas Europe reported a profit for the quarter for the first
time since the AtoHaas joint venture was formed in 1992.
Performance Chemicals recorded earnings of $17 million, up from last year's
earnings of $11 million. Sales increased 16% due to 6% higher volume, a
higher-priced product mix and stronger foreign currencies. Petroleum
Chemicals volume declined, reflecting the loss of a significant customer in
1994. Biocides and Shipley reported double-digit volume gains in all
regions. Ion Exchange Resins had significant volume increases in the North
American and Pacific regions. This volume increase, combined with
continued productivity improvements, resulted in breakeven results for this
business.
Agricultural Chemicals earnings of $21 million were 17% higher than the
first quarter of 1994. Sales increased 11%, reflecting a higher-priced
product mix and stronger currencies in Europe and Japan. Volume was down
2% due to advance shipments of Dithane fungicide at the end of 1994. Good
cost control also helped earnings.
Corporate totaled $25 million in 1995, compared to $13 million in last
year's first quar-
2
ter. The current year included a $17 million charge for additional
potential liability related to the cleanup of the Whitmoyer waste site in
Myerstown, Pennsylvania, partly offset by $2 million lower interest
expense.
Net sales were $985 million, up 15% from 1994. All business groups and
regions contributed to the increase. The first quarter gross profit margin
was 36%, down from 37% in the prior period. Raw material prices increased
a staggering 31%, excluding the effect of currencies, over last year's
first quarter. However, this huge negative effect was offset by 3% higher
selling prices, higher production volumes, stronger foreign currencies, a
more favorable product mix and cost savings in plant operations.
Selling, administrative and research (SAR) expenses declined 1% despite
stronger foreign currencies and inflationary pressures and reflected
continued productivity improvements. Interest expense decreased 25% due to
lower debt levels and higher capitalization of interest expense as part of
construction costs due to higher capital spending. Affiliate earnings were
$1 million compared to breakeven in the first quarter of 1994 resulting
from improved earnings from the AtoHaas affiliates. Other expense, net,
was $39 million for the period, up from $6 million in 1994, due largely to
a charge of $26 million for additional potential liability for the cleanup
of the Whitmoyer waste site. The effective tax rate for the quarter was
34%, compared to 38% in 1994, due to lower taxes on foreign earnings.
LIQUIDITY, CAPITAL RESOURCES
AND OTHER FINANCIAL DATA
At the end of the quarter, cash and cash equivalents totaled $43 million,
down $84 million from the 1994 year-end balance. Receivables were up $163
million during the first three months of the year due to higher sales.
Inventories increased $18 million, reflecting a normal seasonal pattern.
The debt-to-equity ratio, calculated without the reduction to
stockholders' equity for the ESOP transaction, was 42% at the end of March,
compared with 44% at year-end 1994. The lower debt-to-equity ratio
resulted from the redemption of the company's $75 million, 9.625% notes at
par plus accrued interest in January out of cash on hand.
Fixed asset additions during the first three months of 1995 totaled $63
million. Spending for the full year is estimated to be in the range of
$400 million, and includes expenditures for capacity expansion for acrylic
acid at Houston, Texas, which will be completed mid-year, a new emulsion
plant at Houston, Texas, and a new Biocides production facility at Bayport,
Texas, which are both expected to be completed in 1996.
On March 20, 1995, the Federal District Court in Philadelphia ruled that
Rohm and Haas must indemnify SmithKline Beecham for costs related to the
cleanup of contamination at the Whitmoyer waste site. As a result of this
court order, the company recorded a charge to first quarter earnings of $17
million after tax, or 25 cents per common share, to recognize additional
potential liability for remediating the site. The company disagrees with
the decision and intends to appeal.
On May 1, 1995, the board of directors declared a regular quarterly
dividend of $.37 per common share and $.6875 per preferred share, payable
June 1, 1995, to stockholders of record on May 12, 1995.
3
ROHM AND HAAS COMPANY AND SUBSIDIARIES
SALES BY BUSINESS GROUP AND CUSTOMER LOCATION (Millions of dollars)
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FIRST QUARTER 1995 AND 1994
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Polymers,
Resins and Performance Agricultural
Monomers Plastics Chemicals Chemicals Total
------------- ------------- ------------- ------------- -------------
1995 1994 1995 1994 1995 1994 1995 1994 1995 1994
- ------- ------------- ------------- ------------- ------------- -------------
North
America $295 $272 $100 $ 91 $ 89 $ 82 $ 32 $ 33 $516 $478
- ------- ------------- ------------- ------------- ------------- -------------
Europe 79 60 59 47 60 52 59 50 257 209
- ------- ------------- ------------- ------------- ------------- -------------
Pacific 46 33 14 9 62 48 35 28 157 118
- ------- ------------- ------------- ------------- ------------- -------------
Latin
America 25 22 6 5 6 5 18 19 55 51
- ------- ------------- ------------- ------------- ------------- -------------
Total $445 $387 $179 $152 $217 $187 $144 $130 $985 $856
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PHYSICAL VOLUME CHANGE
CURRENT QUARTER RELATIVE TO YEAR-EARLIER QUARTER
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Percent CUSTOMER Percent
BUSINESS GROUP Change LOCATION Change
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Polymers, Resins and Monomers 5 North America --
Plastics 7 Europe 11
Performance Chemicals 6 Pacific 29
Agricultural Chemicals (2) Latin America 12
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Worldwide 5 Worldwide 5
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4
NET EARNINGS BY BUSINESS GROUP AND CUSTOMER LOCATION
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Quarter Ended March 31,
---------------------------
1995 1994
---------------------------
BUSINESS GROUP (Millions of dollars)
---------------------------
Polymers, Resins and Monomers $ 48 $ 36
Plastics 18 15
Performance Chemicals 17 11
Agricultural Chemicals 21 18
Corporate (25) (13)
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Total $ 79 $ 67
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CUSTOMER LOCATION
North America $ 47 $ 43
Europe 32 22
Pacific 20 11
Latin America 5 4
Corporate (25) (13)
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Total $ 79 $ 67
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Corporate includes a $17 million after-tax charge for additional potential
liability related to the cleanup of the Whitmoyer waste site in Myerstown,
Pennsylvania as well as other non-operating items such as interest income
and expense.
ANALYSIS OF CHANGE IN PER-SHARE EARNINGS
CURRENT PERIOD RELATIVE TO YEAR-EARLIER PERIOD
- -----------------------------------------------------------
$/Share
GROSS PROFIT (after-tax)
-------------
Selling prices* $ .42
Physical volume and product mix .34
Raw material costs* (.58)
Other manufacturing costs* .20
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Increase in gross profit .38
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OTHER CAUSES
Selling, administrative and research expenses* .01
Interest expense .03
Certain waste disposal site cleanup costs (.25)
Other .01
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Decrease from other causes (.20)
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Increase in per-share earnings $ .18
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*The amounts shown are on a U.S. dollar basis and include the impact of
currency movements as compared to the prior-year period.
5
Rohm and Haas Company and Subsidiaries
STATEMENTS OF CONSOLIDATED EARNINGS (Subject to Year-end Audit)
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Quarter Ended March 31,
-------------------------
1995 1994
-------------------------
CURRENT EARNINGS (Millions of dollars)
-------------------------
Net sales $ 985 $ 856
Cost of goods sold 628 539
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Gross profit 357 317
Selling and administrative expense 145 144
Research and development expense 45 47
Interest expense 9 12
Share of net earnings of affiliates 1 --
Other expense, net 39 6
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Earnings before income taxes 120 108
Income taxes 41 41
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NET EARNINGS $ 79 $ 67
Less preferred stock dividends 2 2
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NET EARNINGS APPLICABLE TO
COMMON SHAREHOLDERS $ 77 $ 65
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PER COMMON SHARE:
Net earnings $ 1.14 $ .96
Dividends $ .37 $ .35
Average number of common shares outstanding (000's) 67,675 67,672
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See notes to consolidated financial statements.
6
Rohm and Haas Company and Subsidiaries
STATEMENTS OF CONSOLIDATED CASH FLOWS (Subject to Year-end Audit)
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Quarter Ended March 31,
---------------------------
1995 1994
---------------------------
CASH FLOWS FROM OPERATING ACTIVITIES (Millions of dollars)
---------------------------
Net earnings $ 79 $ 67
Adjustments to reconcile net earnings
to cash provided by operating activities:
Depreciation 55 57
Deferred income taxes 12 15
Accounts receivable (163) (106)
Inventories (20) (20)
Accounts payable 29 (14)
Other working capital changes, net (21) 8
Other, net 24 5
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Net cash provided (used) by
operating activities (5) 12
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CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and equipment (63) (45)
Proceeds from the sale of facilities and
investments 20 3
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Net cash used by investing activities (43) (42)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 8 --
Purchases of treasury stock (5) --
Repayments of long-term debt (77) (3)
Net change in short-term borrowings 51 46
Payment of dividends (26) (25)
Other, net 14 10
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Net cash provided (used) by
financing activities (35) 28
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Effect of exchange rate changes on cash (1) --
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NET DECREASE IN CASH AND CASH EQUIVALENTS $ (84) $ (2)
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See notes to consolidated financial statements.
7
Rohm and Haas Company and Subsidiaries
CONSOLIDATED BALANCE SHEETS (Subject to Year-end Audit)
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MARCH 31, December 31, March 31,
1995 1994 1994
------------------------------------
ASSETS (Millions of dollars)
------------------------------------
Current assets:
Cash and cash equivalents $ 43 $ 127 $ 33
Receivables, net 842 679 710
Inventories (note d) 505 487 414
Prepaid expenses and other assets 140 147 156
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Total current assets 1,530 1,440 1,313
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Land, buildings and equipment 3,986 3,969 3,748
Less accumulated depreciation 2,025 2,009 1,881
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Net land, buildings and equipment 1,961 1,960 1,867
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Other assets 480 461 442
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$3,971 $3,861 $3,622
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 134 $ 157 $ 127
Accounts payable and accrued
liabilities 693 699 572
Accrued income taxes 83 76 27
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Total current liabilities 910 932 726
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Long-term debt 647 629 698
Other liabilities 729 680 711
Stockholders' equity:
$2.75 Cumulative convertible preferred
stock (note e) 134 134 135
Common stock: shares
issued -- 78,652,380 197 197 197
Additional paid-in capital 151 151 151
Retained earnings 1,659 1,606 1,486
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2,141 2,088 1,969
Less: Treasury stock (note f) 327 323 321
Less: ESOP shares 155 156 161
Other equity adjustments 26 11 --
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Total stockholders' equity 1,685 1,620 1,487
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$3,971 $3,861 $3,622
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See notes to consolidated financial statements.
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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(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, 1994.
(B) The company is a party in various government enforcement and private
actions associated with former waste disposal sites. The company is
also involved in potential corrective actions at some of its
manufacturing facilities. The amounts charged to earnings before tax
for environmental remediation were $26 million and $4 million for the
three months ended March 31, 1995 and 1994, respectively. The charge
in the 1995 period is a result of a ruling on March 20, 1995 in Federal
District Court in Philadelphia whereby the company must indemnify
SmithKline Beecham for costs related to the cleanup of contamination at
the Whitmoyer waste site. The two companies had been sharing
remediation costs under an interim agreement. Rohm and Haas Company
disagrees with the decision and intends to appeal. At March 31, 1995,
the reserves for remediation were $196 million and probable insurance
recoveries were $72 million.
In addition to accrued environmental liabilities, the company has
reasonably possible loss contingencies relating to environmental
matters of approximately $85 million. The company has also identified
other sites where future environmental remediation expenditures may be
required, but these expenditures are not reasonably estimable at this
time. The company believes that these matters, when ultimately
resolved, which may be over the next decade, will not have a material
adverse effect on the consolidated financial position of the company,
but could have a material adverse effect on consolidated results of
operations in any given year.
(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)
MAR. 31, Dec. 31, Mar. 31,
1995 1994 1994
--------- -------- ---------
Finished products and
work in process $381 $378 $310
Raw materials and
supplies 124 109 104
---- ---- ----
Total inventories $505 $487 $414
---- ---- ----
(E) The number of preferred shares issued
and outstanding were:
March 31, 1995 2,671,722
December 31, 1994 2,676,515
March 31, 1994 2,703,301
(F) The number of common treasury shares were:
March 31, 1995 11,020,204
December 31, 1994 10,960,614
March 31, 1994 10,955,398
Dithane and Plexiglas are trademarks of Rohm and Haas Company.
9
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ROHM AND HAAS
APPENDIX TO EXHIBIT 20
(Pursuant to Part 232.304(a) of Regulation S-T)
Graphic Description/Cross Reference
- ----------- ----------------------------------------------------------
Cover Company name with globe and words "First Quarter '95"
Pie Charts Description included in introduction to Exhibit 20
(not incorporated by reference)