ROHM & HAAS CO
10-Q, 1995-05-10
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
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                              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 MARCH 31, 1995              COMMISSION FILE NUMBER 1-3507



                R O H M   A N D   H A A S   C O M P A N Y
          (Exact name of registrant as specified in its charter)



          DELAWARE                                          23-1028370
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          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


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
                              -----         -----


   Common stock outstanding at May 5, 1995:         67,658,120 SHARES

<PAGE>

                      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 6 through 9
of the company's Quarterly Report to Stockholders for the first quarter of
1995, 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 and 3 of the company's Quarterly Report to
Stockholders for the first quarter of 1995, a complete copy of which is
attached as Exhibit 20.

PART II  -   OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

A discussion of legal proceedings is incorporated herein by reference
to page 9 of the company's Quarterly Report to Stockholders for the first
quarter of 1995, a complete copy of which is attached as Exhibit 20.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits:

         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 March 31, 1995.

         Exhibit (27) - Financial Data Schedule

     (b) No reports on Form 8-K were filed during the quarter ended
         March 31, 1995.

<PAGE>

                                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: May 10, 1995                    ROHM AND HAAS COMPANY
      ------------                          (Registrant)




                                           FRED W. SHAFFER
                                          VICE PRESIDENT AND
                                       CHIEF FINANCIAL OFFICER

<PAGE>

                             EXHIBIT INDEX

            (Pursuant to Part 232.102(d) of Regulation S-T)


Exhibit
  No.                            Description
- -------    -----------------------------------------------------------
(12)         Computation of Ratio of Earnings to Fixed Charges
(20)         Copy of Quarterly Report to Stockholders
(27)         Financial Data Schedule




                                                              EXHIBIT 12

                         ROHM AND HAAS COMPANY
                           AND SUBSIDIARIES

           COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                         (millions of dollars)



                   THREE MONTHS
                       ENDED             YEAR ENDED DECEMBER 31,
                     MARCH 31,    --------------------------------------
                       1995        1994    1993    1992    1991    1990
                   ------------   ------  ------  ------  ------  ------
Earnings before
  income taxes       $  120       $  407  $  194  $  261  $  240  $  313
Fixed charges            19           82      79      83      79      77
Capitalized
  interest
  adjustment             (1)          (2)     (7)     (3)     (6)    (17)
Undistributed
  earnings
  adjustment             (1)          (2)      6       2      (2)     (5)
                   ------------   ------  ------  ------  ------  ------
    Earnings         $  137       $  485  $  272  $  343  $  311  $  368
                   ------------   ------  ------  ------  ------  ------
Ratio of
  earnings to
  fixed charges         7.2          5.9     3.4     4.1     3.9     4.8
                   ------------   ------  ------  ------  ------  ------


Note: Earnings consist of earnings before income taxes and fixed charges
      after eliminating undistributed earnings (losses) of affiliates and
      capitalized interest net of amortization of previously capitalized
      interest.  Fixed charges consist of interest expense, including
      capitalized interest, and amortization of debt discount and expense on
      all indebtedness, plus one-third of rent expense deemed to represent an
      interest factor.





                                 EXHIBIT 20


                  COPY OF QUARTERLY REPORT TO STOCKHOLDERS


<PAGE>
                            ROHM AND HAAS COMPANY
                              FIRST QUARTER '95




                              ID: COVER GRAPHIC



<PAGE>

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
- -----------------------------------------------------------------------------


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)

<PAGE>

                            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

<PAGE>

                    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

<PAGE>

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

<PAGE>

                  ROHM AND HAAS COMPANY AND SUBSIDIARIES

SALES BY BUSINESS GROUP AND CUSTOMER LOCATION   (Millions of dollars)
- ------------------------------------------------------------------------------
 FIRST QUARTER 1995 AND 1994
- ------------------------------------------------------------------------------

           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
- -------  ------------- ------------- ------------- ------------- -------------


PHYSICAL VOLUME CHANGE
CURRENT QUARTER RELATIVE TO YEAR-EARLIER QUARTER
- -----------------------------------------------------------------------
                                Percent         CUSTOMER        Percent
BUSINESS GROUP                  Change          LOCATION        Change
- -----------------------------------------------------------------------
Polymers, Resins and Monomers      5            North America     --
Plastics                           7            Europe            11
Performance Chemicals              6            Pacific           29
Agricultural Chemicals            (2)           Latin America     12
- -----------------------------------------------------------------------
Worldwide                          5            Worldwide          5
- -----------------------------------------------------------------------

4

<PAGE>

NET EARNINGS BY BUSINESS GROUP AND CUSTOMER LOCATION
- -----------------------------------------------------------------------------
                                                    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)
- -----------------------------------------------------------------------------
    Total                                            $ 79           $ 67
- -----------------------------------------------------------------------------
CUSTOMER LOCATION
North America                                        $ 47           $ 43
Europe                                                 32             22
Pacific                                                20             11
Latin America                                           5              4
Corporate                                             (25)           (13)
- -----------------------------------------------------------------------------
    Total                                            $ 79           $ 67
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------
    Increase in gross profit                        .38
- -----------------------------------------------------------
OTHER CAUSES
Selling, administrative and research expenses*      .01
Interest expense                                    .03
Certain waste disposal site cleanup costs          (.25)
Other                                               .01
- -----------------------------------------------------------
    Decrease from other causes                     (.20)
- -----------------------------------------------------------
Increase in per-share earnings                    $ .18
- -----------------------------------------------------------
*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

<PAGE>

Rohm and Haas Company and Subsidiaries
STATEMENTS OF CONSOLIDATED EARNINGS   (Subject to Year-end Audit)
- ------------------------------------------------------------------------------
                                                      Quarter Ended March 31,
                                                     -------------------------
                                                         1995        1994
                                                     -------------------------
CURRENT EARNINGS                                       (Millions of dollars)
                                                     -------------------------
Net sales                                               $   985     $   856
Cost of goods sold                                          628         539
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
Earnings before income taxes                                120         108
Income taxes                                                 41          41
- ------------------------------------------------------------------------------
NET EARNINGS                                            $    79     $    67
Less preferred stock dividends                                2           2
- ------------------------------------------------------------------------------
NET EARNINGS APPLICABLE TO
   COMMON SHAREHOLDERS                                  $    77     $    65
- ------------------------------------------------------------------------------

PER COMMON SHARE:
Net earnings                                            $  1.14     $   .96
Dividends                                               $   .37     $   .35

Average number of common shares outstanding (000's)      67,675      67,672
- ------------------------------------------------------------------------------
See notes to consolidated financial statements.

6

<PAGE>

Rohm and Haas Company and Subsidiaries
STATEMENTS OF CONSOLIDATED CASH FLOWS   (Subject to Year-end Audit)
- ------------------------------------------------------------------------
                                               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
- ------------------------------------------------------------------------
      Net cash provided (used) by
         operating activities                       (5)            12
- ------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and equipment         (63)           (45)
Proceeds from the sale of facilities and
   investments                                      20              3
- ------------------------------------------------------------------------
      Net cash used by investing activities        (43)           (42)
- ------------------------------------------------------------------------

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
- ------------------------------------------------------------------------
      Net cash provided (used) by
         financing activities                      (35)            28
- ------------------------------------------------------------------------
Effect of exchange rate changes on cash             (1)            --
- ------------------------------------------------------------------------
      NET DECREASE IN CASH AND CASH EQUIVALENTS  $ (84)         $  (2)
- ------------------------------------------------------------------------
See notes to consolidated financial statements.

                                                                          7

<PAGE>

Rohm and Haas Company and Subsidiaries
CONSOLIDATED BALANCE SHEETS   (Subject to Year-end Audit)
- -----------------------------------------------------------------------------
                                         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
- -----------------------------------------------------------------------------
      Total current assets                  1,530         1,440       1,313
- -----------------------------------------------------------------------------
Land, buildings and equipment               3,986         3,969       3,748
Less accumulated depreciation               2,025         2,009       1,881
- -----------------------------------------------------------------------------
      Net land, buildings and equipment     1,961         1,960       1,867
- -----------------------------------------------------------------------------
Other assets                                  480           461         442
- -----------------------------------------------------------------------------
                                           $3,971        $3,861      $3,622
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
      Total current liabilities               910           932         726
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
                                            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          --
- -----------------------------------------------------------------------------
      Total stockholders' equity            1,685         1,620       1,487
- -----------------------------------------------------------------------------
                                           $3,971        $3,861      $3,622
- -----------------------------------------------------------------------------
See notes to consolidated financial statements.

8

<PAGE>

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, 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

<PAGE>

                             [LOGO]
                      RESPONSIBLE CARE(R)
                      A PUBLIC COMMITMENT


                             [LOGO]
                         ROHM AND HAAS

<PAGE>

                     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)




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>     ROHM AND HAAS COMPANY AND SUBSIDIARIES
             FINANCIAL DATA SCHEDULE (MILLIONS OF DOLLARS)

             THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
             FROM FINANCIAL STATEMENTS AS OF MARCH 31, 1995 AND IS QUALIFIED
             IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                              43
<SECURITIES>                                         0
<RECEIVABLES>                                      786
<ALLOWANCES>                                        11
<INVENTORY>                                        505
<CURRENT-ASSETS>                                 1,530
<PP&E>                                           3,986
<DEPRECIATION>                                   2,025
<TOTAL-ASSETS>                                   3,971
<CURRENT-LIABILITIES>                              910
<BONDS>                                            647
                                0
                                        134
<COMMON>                                           197
<OTHER-SE>                                       1,354
<TOTAL-LIABILITY-AND-EQUITY>                     3,971
<SALES>                                            985
<TOTAL-REVENUES>                                   985
<CGS>                                              628
<TOTAL-COSTS>                                      628
<OTHER-EXPENSES>                                   189
<LOSS-PROVISION>                                     1
<INTEREST-EXPENSE>                                   9
<INCOME-PRETAX>                                    120
<INCOME-TAX>                                        41
<INCOME-CONTINUING>                                 79
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
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<EPS-DILUTED>                                     1.14
        

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