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Rohm and Haas Company Reports Third Quarter Results

PHILADELPHIA, Oct. 25, 2002; Rohm and Haas Company today reported third quarter net earnings of $73 million, or $.33 per share reflecting a 38 percent increase over $53 million or $.24 per share for the third quarter, 2001. Sales of $1,454 million, an 8 percent increase over the same period in 2001, reflect solid improvement in key market segments for the company, particularly Electronics, Coatings and the consumer-related markets of Performance Chemicals.

Earnings from continuing operations, excluding unusual items, of $90 million, or $.41 per share, increased 25 percent over pro-forma earnings of $72 million, or $.33 per share, for the comparable period in 2001. The current consensus estimate, as reported by First Call, is $.41 per share. Unusual charges totaling $17 million, or $.08 per share for the quarter, include charges related to cost reduction initiatives announced in 2001, remediation related costs, insurance settlements, adjustments to working capital from the sale of the Agricultural Chemicals business in 2001, and purchased in-process research and development associated with a recent acquisition in the company's Powder Coatings business.

"Our sales growth continues to show solid year-over-year improvement, reflecting the strength of our portfolio to generate higher sales, despite these uncertain economic times," notes Raj Gupta, chairman and chief executive officer. "Leverage of this sales growth, combined with the implementation of our cost reduction initiatives, which are essentially complete, is demonstrated in solid earnings improvement."

                                                                 Pro Forma*
                          3rd Qtr. 2002     3rd Qtr. 2001     3rd Qtr. 2001

    Net sales           $ 1,454 million   $ 1,346 million   $ 1,346 million

    Net earnings        $    73 million   $    53 million   $    74 million
                        $ .33 per share   $ .24 per share   $ .34 per share

    Excluding Unusual
     Items

    Earnings from       $    90 million   $    51 million   $    72 million
     operations         $ .41 per share   $ .23 per share   $ .33 per share

      *excluding the amortization of goodwill and indefinite-lived intangibles


Business Updates:

The earnings comparisons below include presentations of prior-year periods on a pro-forma basis, excluding unusual items and amortization of goodwill and indefinite-lived intangibles in accordance with the new accounting pronouncement (SFAS No. 142). The current year presented below excludes unusual items.

Coatings:

Coatings reported sales of $489 million, 8 percent higher than the same period in 2001. Architectural and Functional Coatings, as well as Automotive Coatings, posted strong increases, driven by the continued demand in the consumer paint segment and higher automobile builds in North America. Products for the paper coatings market continued to show strong demand as catalogue and magazine publishers look to offset higher postal rates. Powder Coatings sales continue to be weak, reflecting little improvement in this industrial sector, particularly in North America. Coatings earnings of $51 million were flat with the comparable period in 2001, reflecting the gap between selling prices and recently escalating raw material costs, as well as higher costs related to the Methyl Methacrylate (MMA) outage at the company's Deer Park, Texas plant in August.

Electronic Materials:

Sales of $262 million for Electronic Materials were up 26 percent over the comparable period in 2001, with all segments in the business posting sales growth. The Printed Wiring Board business is strengthening in Asia, while North America and Europe continue to be sluggish. The Electrical and Industrial Finishing (EIF) and Semiconductor businesses were up significantly year-on-year, driven by an approximate 55 percent improvement in sales in the advanced technology product lines (Chemical Mechanical Planarization, Deep Ultraviolet Photoresists, Advanced Packaging Materials, and Anti-reflective Coatings). However, the electronics market is not experiencing the seasonal up-tick normally seen prior to the holiday season. Earnings for Electronic Materials of $26 million were significantly improved from the $3 million in the comparable period in 2001, due to the leverage of the sales growth, coming primarily from advanced technology products, and improved operating efficiency of the business on a much reduced base.

Adhesives and Sealants:

Sales of $146 million reflect an 8 percent decline over the comparable period; however, eliminating the effect of the exited liquid polysulfide business, sales are up 6 percent. The strong market demand in the second quarter of 2002 did not hold up through the third quarter; however, the business continues to gain share in transportation and packaging segments due to the acceptance of its water-based dry lamination and solvent-free adhesives. Earnings of $6 million are down from $9 million on a year-on-year comparison, due to the impact of the exited liquid polysulfide business and costs associated with the restructuring of the businesses manufacturing network.

Performance Chemicals

The $584 million in sales posted for the third quarter reflects a 10 percent increase over the same period a year ago. Plastics Additives and Monomers were significant factors in this improvement, reflecting continued strength in the building and construction sectors, as well as in consumer markets. The MMA facility, which experienced an outage in August at the Deer Park, Texas plant, is running well; however, inventories remain tight. Consumer and Industrial Specialties continues to experience strong demand for its biocides in personal care products, while Ion Exchange Resins demand is still weak, as industrial sectors hold back on capital spending. Inorganic and Specialties Solutions saw positive sales improvement, excluding the effect of exited businesses, as a result of strong borohydride demand, used in paper bleaching chemicals, attributed to hot, dry weather during the quarter in both North America and Europe. Earnings of $45 million for Performance Chemicals were up 7 percent over the comparable period in 2001.

Salt

Sales of $139 million were down compared with the same period a year ago, reflecting lower early season ice control activity. Earnings of $4 million were higher than the comparable period in 2001, reflecting improved selling prices, as well as continued cost controls.

Currency, Capital Spending and Free Cash Flow

Currencies had a 3 percent positive impact on sales, and a $2 million after tax, or $.01 per share, favorable impact on the earnings in the third quarter, compared with the third quarter of 2001. Capital Spending through the third quarter is $261 million, below depreciation of $292 million. Year-to-date free cash flow, after dividends, is approximately $247 million.

Outlook

In providing an outlook for the remainder of the year, Gupta noted the global economy continues to recover, although it appears to be recovering more slowly than anticipated earlier this year. "While many of our businesses are showing solid year-on-year growth, we are now seeing evidence of this growth slowing in some key markets, like electronics and adhesives, and we are uncertain how our global customers in all our markets will manage inventories as we near year-end," he said. "At this time we expect the fourth quarter to generate continued favorable year-on-year comparisons with sales growth in the mid-single digit range, and significant earnings improvement as a result of new products and technologies, and the leverage from our cost reduction initiatives. We will provide further guidance in our normal update in December."

This release includes forward-looking statements. Actual results could vary materially, due to changes in current expectations. The forward-looking statements contained in this announcement concerning demand for products and services, sales and earnings growth, and actions that may be taken to improve financial performance, involve risks and uncertainties and are subject to change based on various factors, including the impact of raw materials and natural gas, as well as other energy sources, and the ability to achieve price increases to offset such cost increases, development of operational efficiencies, changes in foreign currencies, changes in interest rates, the continued timely development and acceptance of new products and services, the impact of competitive products and pricing, and the impact of tax and other legislation and regulation in the jurisdictions in which the company operates. Further information about these risks can be found in the company's SEC 10-K filing of March 26, 2002.

Rohm and Haas is a Philadelphia-based specialty chemical company which makes products for the personal care, grocery, home and construction markets, and the electronics industry. The company has annual sales of approximately $5.7 billion and operations in more than 25 countries.

  • Rohm and Haas Company and Subsidiaries
  • Statements of Consolidated Earnings
  • (millions of dollars, except share and per-share amounts)
  • (unaudited)
                              Three Months Ended       Nine Months Ended
                                September 30,             September 30,
                                              Percent                  Percent
                                              Change                   Change
                                2002      2001          2002 (1)   2001
    Net sales                  $1,454   $1,346   8%   $4,292     $4,326  -1%
    Cost of goods sold          1,003      932   8%    2,921      3,059  -5%
       Gross profit               451      414   9%    1,371      1,267   8%

    Selling and
     administrative expense       220      208           645        638
    Research and development
     expense                       71       55           199        168
    Interest expense               32       39            99        143
    Amortization of goodwill
     and other intangibles         17       40            51        118
    Share of affiliate net
     (earnings)                    (5)      (3)          (10)        (9)
    Provision for restructuring
     and asset impairments          -        -            16        330
    Other (income) expense, net     3      (11)           (4)         1
       Earnings (loss) from
        continuing operations
        before income taxes,
        extraordinary item
        and cumulative effect
        of accounting change      113       86           375       (122)
    Income tax expense
     (benefit)                     36       33           121        (15)
       Earnings (loss) from
        continuing operations
        before extraordinary
        item and cumulative
        effect of accounting
        change                    $77      $53          $254      $(107)

    Discontinued operations:
     Income from discontinued
      line of business, net of
      income taxes                  -        -             -         40
     Gain (loss) on disposal
      of discontinued line
      of business, net of
      income taxes                 (4)       -            (7)       428

       Earnings before
        extraordinary item
        and cumulative effect
        of accounting change      $73      $53          $247       $361

    Extraordinary loss on
     early extinguishment of
     debt, net of income taxes      -        -            (6)        (1)
    Cumulative effect of
     accounting change, net
     of income taxes                -        -          (773)(1)     (2)

    Net earnings (loss)           $73      $53         $(532)      $358

    Basic earnings (loss) per
     common share
     (in dollars):
     Continuing operations      $0.35    $0.24         $1.15     $(0.48)
     Income from discontinued
      line of business              -        -             -       0.18
     Gain (loss) on disposal
      of discontinued line
      of business               (0.02)       -         (0.03)      1.94
     Extraordinary loss on
      early extinguishment
      of debt                       -        -         (0.03)     (0.01)
     Cumulative effect of
      accounting change             -        -         (3.50)     (0.01)
                                $0.33    $0.24        $(2.41)     $1.62

    Diluted earnings (loss)
     per common share
     (in dollars):
     Continuing operations      $0.35    $0.24         $1.15     $(0.48)
     Income from
      discontinued line of
      business                      -        -             -       0.18
     Gain (loss) on disposal
      of discontinued line
      of business               (0.02)       -         (0.03)      1.94
     Extraordinary loss on
      early extinguishment
      of debt                       -        -         (0.03)     (0.01)
     Cumulative effect of
      accounting change             -        -         (3.49)     (0.01)
                                $0.33    $0.24        $(2.40)     $1.62

     Average common shares
      outstanding (millions):
                - Basic         221.1    220.4         220.9      220.2
                - Diluted       222.1    221.3         221.9      220.2


        Notes:
        (1) Results for the nine months ended September 30, 2002 include an
        impairment charge for goodwill and indefinite-lived intangible assets
        in accordance with SFAS No. 142, reported as a cumulative change in
        accounting principle as of January 1, 2002.  The after-tax charge of
        $773M by segment is as follows: Coatings - $42M, Electronic
        Materials - $281M, Performance Chemicals - $230M and Salt - $220M.


    Rohm and Haas Company and Subsidiaries
    (millions of dollars)
    (unaudited)

    Net Sales by Business Segment and Region

                        Three Months Ended          Nine Months Ended
                            September 30,              September 30,
                          2002      2001(1)         2002       2001(1)

    Business Segment
     Coatings           $  489    $  453        $  1,422       $ 1,371
     Adhesives
      and Sealants         146       159             446           486
     Electronic Materials  262       208             738           735
     Performance Chemicals 584       529           1,650         1,663
     Salt                  139       144             489           546
     Elimination
      of Intersegment
      Sales               (166)     (147)           (453)         (475)
       Total            $1,454    $1,346         $ 4,292       $ 4,326

    Customer Location
     North America      $  887    $  828         $ 2,662       $ 2,681
     Europe                333       305             965           985
     Asia-Pacific          183       163             516           504
     Latin America          51        50             149           156
       Total            $1,454    $1,346         $ 4,292       $ 4,326

    Earnings (Loss) from Continuing Operations by Business Segment (2)

                      Three Months Ended             Nine Months Ended
                         September 30,                  September 30,

                                    Pro Forma                       Pro Forma
                     2002   2001(1)   2001(1,4)   2002(6)  2001(1)  2001(1,4)

    Business Segment
     Coatings       $  48   $  48      $  51       $ 166   $  98     $  107
     Adhesives
      and Sealants      3       6          9          (2)    (68)       (61)
     Electronic
      Materials        26      (3)         2          60       2         15
     Performance
      Chemicals        42      37         40         120      13         21
     Salt               4      (2)         3          29       2         19
     Corporate(3)     (46)    (33)       (31)       (119)   (154)      (149)
       Total        $  77    $ 53      $  74      $  254   $(107)     $ (48)


    Earnings from Continuing Operations Before Interest, Taxes, Depreciation
    and Amortization by Business Segment (5)

                               Three Months Ended            Nine Months Ended
                                  September 30,                 September 30,
                                2002       2001(1)           2000      2001(1)

    Business Segment
     Coatings                  $  94     $  101            $  314      $  244
     Adhesives and Sealants       15         19                25         (57)
     Electronic Materials         54         17               138          68
     Performance Chemicals       104        103               305         171
     Salt                         25         25               100          86
     Corporate(3)                (32)        (1)              (65)        (68)
       Total                  $  260     $  264            $  817      $  444

    (1) Reclassified to conform to current year presentation.
    (2) Before extraordinary items and cumulative effect of accounting change.
    (3) Corporate includes non-operating items such as interest income and
        expense and corporate governance costs.
    (4) Pro forma results exclude amortization of goodwill and indefinite-
        lived intangibles.
    (5) Earnings from continuing operations before interest, taxes,
        depreciation and amortization by business segment, is calculated as
        above to facilitate comparisons between Rohm and Haas Company and its
        competitors and eliminate distortions caused by depreciation,
        amortization and interest expense related to acquisitions.  It should
        not be considered as an alternative to cash flow from operating
        activities, as a measure of liquidity or as an alternative to net
        income as an indicator of operating performance in accordance with
        generally accepted accounting principles.
    (6) Results for the nine months ended September 30, 2002 include an
        impairment charge for goodwill and indefinite-lived intangible assets
        in accordance with SFAS No. 142 reported as a cumulative change in
        accounting principle as of January 1, 2002.  The after-tax charge of
        $773M by segment is as follows :  Coatings - $42M, Electronic
        Materials - $281M, Performance Chemicals - $230M and Salt - $220M.


    Rohm and Haas Company and Subsidiaries                      Appendix I
    (millions of dollars, except share and per-share amounts)
    (unaudited)

    Earnings from Continuing Operations by Business Segment, Excluding Unusual
    Items (1,4)

                     Three Months Ended              Nine Months Ended
                        September 30,                   September 30,

                                 Pro Forma                           Pro Forma
                 2002   2001(2)  2001(2,3)       2002     2001(2)    2001(2,3)

    Coatings    $  51    $  48      $  51      $  171   $  130        $  139
    Adhesives
     and Sealants   6        6          9          17       15            22
    Electronic
     Materials     26       (2)         3          61       27            40
    Performance
     Chemicals     45       39         42         133       90            98
    Salt            4       (2)         3          29       13            30
    Corporate     (42)     (38)       (36)       (121)    (128)         (123)

     Total      $  90    $  51      $  72      $  290   $  147        $  206

    Per common
     share,
     diluted  $  0.41    $0.23      $0.33      $ 1.31   $ 0.67        $ 0.93


    (1)  Segment earnings reflect after-tax operating results.
    (2)  Reclassified to conform to current year presentation.
    (3)  Pro forma results exclude amortization of goodwill and indefinite-
         lived intangibles.
    (4)  Before extraordinary items and cumulative effect of accounting
         change.

    Reconciliation of Unusual Items


                             Three Months Ended         Nine Months Ended
                             September 30, 2002         September 30, 2002
    2002                   Before Tax    After Tax    Before Tax    After Tax

    Net earnings
     (loss) as-reported          $107          $73         $(475)       $(532)
    Loss on disposal
     of discontinued
     line of business               6            4             11           7
    Extraordinary loss
     on early extinguishment
     of debt                        -            -              9           6
    Cumulative effect
     of accounting change           -            -            830         773
    Earnings from continuing
     operations before
     extraordinary item and
     cumulative effect
     of accounting change         113           77            375         254

    Remediation related charges    19           12             19          12
    Remediation related
     insurance settlements        (16)         (10)           (32)        (20)
    Purchased in-process
     research and development       3            2              3           2
    Provision for restructuring
     and asset impairments          -            -             16          10
    Demolition, dismantlement
     and other costs associated
     with restructuring            15            9             49          32
    Impact of unusuals
     on continuing operations      21           13             55          36
    Earnings excluding
     unusual items               $134          $90           $430        $290


                             Three Months Ended          Nine Months Ended
                             September 30, 2001          September 30, 2001
    2001                   Before Tax    After Tax     Before Tax    After Tax

    Net earnings as-reported   $   86      $    53        $   617      $  358
    Income from discontinued
     line of business               -            -            (65)        (40)
    Gain on disposal of
     discontinued line
     of business                    -            -           (679)       (428)
    Extraordinary loss
     on early extinguishment
     of debt                        -            -              2           1
    Cumulative effect
     of accounting change           -            -              3           2
    Earnings (loss) from
     continuing operations
     before extraordinary
     item and cumulative
     effect of accounting
     change                        86           53           (122)       (107)

    Remediation related
     charges, net of
     insurance settlements         (5)          (3)             9           5
    Provision for restructuring
     and asset impairments          -            -            330         233
    Asset write-downs,
     integration and
     other restructuring            2            1             28          16
    Impact of unusuals
     on continuing operations      (3)          (2)           367         254
    Earnings excluding
     unusual items                $83          $51           $245        $147


    Rohm and Haas Company and Subsidiaries                      Appendix II
    (millions of dollars, except per share amounts)
    (unaudited)

                             CONTINUING OPERATIONS EXCLUDING UNUSUAL ITEMS (1)

              Third   Second  First          Fourth   Third    Second    First
             Quarter Quarter Quarter  Year  Quarter  Quarter   Quarter Quarter
               2002    2002    2002   2001     2001    2001      2001     2001

    Net
     sales   $1,454  $1,457  $1,381  $5,666  $1,340  $1,346    $1,408   $1,572
    Cost of
     goods
     sold       988     972     929   3,978     941     934       983    1,120
    Gross
     profit     466     485     452   1,688     399     412       425      452

    Selling
     and
     administrative
     expense    219     219     206     845     213     206       206      220
    Research
     and
     development
     expense     65      66      62     230      62      55        57       56
    Interest
     expense     32      32      35     182      39      39        48       56
    Amortization
     of goodwill
     and other
     intangibles 17      16      18     156      38      40        39       39
    Share of
     affiliate
     net
     earnings    (5)     (4)     (1)    (12)     (3)     (3)       (4)     (2)
    Other expense
    (income), net 4      (6)     (2)    (25)    (16)     (8)       (3)      2
    Earnings
     before
     income
     taxes      134     162     134     312      66      83        82      81
    Income
     taxes       44      52      44     123      24      32        34      33

    Net
     earnings   $90    $110     $90    $189     $42     $51        $48    $48

    Pro forma
     adjustment
     to reflect
     SFAS 142
     adoption                            79      20      21         19     19
    Adjusted net earnings              $268     $62     $72        $67    $67

    Per common
     share
    (dil-
     uted)    $0.41   $0.49   $0.41   $1.21   $0.28   $0.33      $0.30  $0.30

    Other Data:
    Capital
     spending  $106     $87     $68    $401    $131     $99        $75    $96
    Depreciation
     expense    $98     $97     $97    $406    $102     $99       $100   $105

    (1) - Unusual items are detailed in Appendix I.


     Rohm and Haas Company and Subsidiaries
     Consolidated Balance Sheets
     (millions of dollars, except share and per-share amounts)



                                                  September 30,   December 31,
                                                      2002              2001
                                                 (Preliminary
          Assets                                  and Unaudited)
          Current assets:
             Cash and cash equivalents                $252               $92
             Receivables, net                        1,248             1,220
             Inventories                               753               712
             Prepaid expenses and other assets         373               397

                 Total current assets                2,626             2,421

          Land, buildings and equipment, net         2,901             2,916
          Goodwill and other intangible
           assets, net of amortization               3,545             4,416
          Other assets                                 597               597

                                                    $9,669           $10,350

          Liabilities and Stockholders'
           Equity
          Current liabilities:
             Notes payable                            $226              $178
             Trade and other payables                  466               520
             Accrued liabilities                       611               560
             Accrued income taxes payable              313               340

                 Total current
                  liabilities                        1,616             1,598

          Long-term debt                             2,755             2,720
          Employee benefits                            600               613
          Other liabilities                          1,449             1,560
          Minority interest                             19                18
          Commitments and contingencies

          Stockholders' equity:
             Common stock: shares issued
              - 242,078,367                            605               605
             Additional paid-in capital              1,969             1,961
             Retained earnings                       1,077             1,742
                                                     3,651             4,308
             Less: Treasury stock                      201               208
             Less: ESOP shares                         108               113
             Accumulated other
              comprehensive loss                      (112)             (146)

                 Total stockholders'
                  equity                             3,230             3,841

                                                    $9,669           $10,350