UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED SEPTEMBER 30, 1999 COMMISSION FILE NUMBER 1-3507
R O H M A N D H A A S C O M P A N Y
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(Exact name of registrant as specified in its charter)
DELAWARE 23-1028370
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 INDEPENDENCE MALL WEST, PHILADELPHIA, PENNSYLVANIA 19106
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 592-3000
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Common stock outstanding at November 5, 1999: 218,884,250 SHARES
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ROHM AND HAAS COMPANY AND SUBSIDIARIES
FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following are incorporated herein by reference to pages 13 through
16 of the company's Quarterly Report to Stockholders for the third quarter
of 1999, a complete copy of which is attached as Exhibit 20.
1. Statements of Consolidated Earnings
2. Statements of Consolidated Cash Flows
3. Consolidated Balance Sheets
4. Notes to Consolidated Financial Statements
ITEM 2. - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The management discussion and analysis is incorporated herein by
reference to pages 2 through 9 of the company's Quarterly Report to
Stockholders for the third quarter of 1999, a complete copy of which is
attached as Exhibit 20.
ITEM 3. - MARKET RISK DISCUSSION
Management's discussion of market risk is incorporated herein by
reference to Item 7a of the Form 10-K for the year ended December 31, 1998,
filed with the Securities and Exchange Commission on February 26, 1999.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A discussion of legal proceedings is incorporated herein by reference
to pages 7, 8 and 15 of the company's Quarterly Report to Stockholders
for the third quarter of 1999, a complete copy of which is attached as
Exhibit 20.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit (3) (i) - Certificate of Incorporation
as restated August 20,1999
Exhibit (12) - Computation of Ratio of Earnings to Fixed
Charges for the company and subsidiaries.
Exhibit (20) - Copy of the company's Quarterly Report to
Stockholders for the quarter ended September 30, 1999.
Exhibit (27) - Financial Data Schedule
(b) On July 1, 1999, the company filed a Report on Form 8-K with
the Securities and Exchange Commission, reporting, under
Item 2 of the report, the acquisition of Morton International,
Inc. and, under Item 5 of the report, a settlement agreement
with the buyer of the AtoHaas joint venture.
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 thereunto duly authorized.
DATE: November 8, 1999 ROHM AND HAAS COMPANY
---------------- (Registrant)
BRADLEY J. BELL
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
EXHIBIT INDEX
(Pursuant to Part 232.102(d) of Regulation S-T)
Exhibit
No. Description
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(3)(i) Certificate of Incorporation as Restated August 20, 1999
(12) Computation of Ratio of Earnings to Fixed Charges
(20) Copy of Quarterly Report to Stockholders
(27) Financial Data Schedule