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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

For the transition period from         to
Commission file number 1-3507

ROHM AND HAAS COMPANY

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:
NONE

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    [  ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K    [X].

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes    [X]    No    [  ].

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2002 was
$6,239,720,124.

The number of shares outstanding of the registrant’s common stock as of February 28, 2003 was
221,154,978 shares.

Documents incorporated by reference:
Part III- Definitive Proxy Statement to be filed with the Securities and Exchange Commission, except the Report on Executive Compensation, Graph titled “Cumulative Total Return to Shareholders” and Audit Committee Report included therein.

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PART I

Item 1. Business

Rohm and Haas Company (the Company), is a global specialty materials company that reported 2002 net sales of approximately $5.7 billion. We are a public corporation, incorporated in 1917 under the laws of the State of Delaware, whose shares are traded on the New York Stock Exchange under the symbol “ROH.”

Our corporate office is located at:

100 Independence Mall West Philadelphia, Pennsylvania 19106-2399 Phone number: (215) 592-3000

You can obtain copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed with the U.S. Securities and Exchange Commission (SEC) free of charge through:

The Rohm and Haas website: www.rohmhaas.com (intended to be an inactive textual reference only) The Rohm and Haas Investors Line at: 1-800-ROH-0466

Or by writing to:

Rohm and Haas Company Public Relations Department 100 Independence Mall West Philadelphia, PA USA 19106-2399

You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room which is located at 450 Fifth Street, NW, Washington, DC 20549. Information about the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. You can also access our filings through the SEC’s internet site: www.sec.gov.

We are a company that strives to operate at the highest levels of integrity and ethics. In support of this, our internal Code of Business Conduct requires that all salaried employees receive compliance training and certify compliance with the code. With respect to our Board of Directors governance, all but two of the fifteen Directors are non-employees. Our audit, nominating and compensation committees of the Board are all composed entirely of outside directors.

Strategy

By leveraging our broad technology base globally within key markets, Rohm and Haas brings technology and innovation to the market that enhances the performance of the end-use consumer products made by our customers.

We are committed to:

	•		ongoing investment in research and development to develop new technology platforms and leverage existing ones;
	•		continually bringing innovative solutions to the marketplace;
	•		repositioning geographically to enhance the ability of our customers to serve their market needs;
	•		ongoing improvement in the efficiency of our cost structure;
	•		a culture that is customer oriented, market focused, disciplined, data-driven and responsive;
	•		sustainability in all forms, including technology, safety, environmental impact and financial performance.

Segments

We are a geographically diverse company, with over 100 manufacturing and technical locations in over 25 countries. In 2002, approximately 39% of net sales were made outside of North America. In 2002, we operated six global businesses. Our technology can be found in a wide range of end-use markets as described below:

Coatings (33% of 2002 net sales): This segment is comprised of three businesses: Architectural and Functional; Powder; and Automotive Coatings. Architectural and Functional Coatings produces acrylic emulsions, additives and colorants that are used to make industrial and decorative coatings, varnishes and specialty finishes. This business also provides similar technology for use in the paper industry, graphic arts applications, leather garments, fiber-filled materials and textile finishes. Automotive Coatings formulates paints for the plastic interior and exterior components of cars and trucks. Powder Coatings produces a comprehensive line of thermoset and thermoplastic coatings used on everything from backyard grills to kitchen cabinetry and industrial shelving.

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		Adhesives and Sealants (11% of 2002 net sales): This segment provides adhesives and other products, based on a wide range of technologies, used to make carton sealing tapes, pressure-sensitive labels, flexible packaging, automotive components and other specialty laminates.
		Electronic Materials (17% of 2002 net sales): This segment provides cutting-edge technology for use in telecommunications, consumer electronics and household appliances. Microelectronics provides an extensive assortment of critical imaging and non-imaging chemicals needed to reproduce complicated circuitry designs on integrated circuits. Rodel provides high-tech pads and slurries used to make ultra smooth and uniform layers on integrated circuits. The Printed Wiring Board business provides essential chemistry for use in the manufacture of high-density printed circuits and circuit boards, and the Electronic and Industrial Finishing business provides chemical processes used to metallize electronic components and devices.
		Performance Chemicals (21% of 2002 net sales): This segment includes the sales and operating results of Plastics Additives, Inorganic and Specialty Solutions, Consumer and Industrial Specialties, Ion Exchange Resins and other smaller business groups. These businesses provide products that serve a diverse set of markets, from consumer products, to additives used to manufacture plastic and vinyl products, to water treatment and purification processes for food and pharmaceutical markets, to newsprint processing.
		Salt (12% of 2002 net sales): Some of the most recognized consumer brand names and product symbols are found here, including the leading brand of table salt in the United States – Morton Salt, with its little Umbrella Girl, and Windsor Salt, Canada’s leading brand. Even though the consumer salt business is best known, this segment extends well beyond this market and includes salt used for water conditioning, highway ice control, food processing, chemical/industrial use and agriculture.
		Monomers (6% of 2002 net sales, excluding intersegment sales): This segment produces methyl methacrylate, acrylic acid and associated esters as well as specialty monomer products. Monomers serve as the building block for many of our acrylic technologies and are sold externally for applications such as superabsorbent polymers and acrylic sheet.

Summary of Business Segments

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(1)		Includes both Shipley and Rodel Microelectronic businesses.
(2)		Includes $24 million of net sales associated with individually immaterial units.

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In addition to the summary of business segments, supplemental information can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Information regarding our industry segments and foreign operations can be found in the accompanying Notes to Consolidated Financial Statements and is incorporated herein by reference.

Raw Materials

We use a variety of commodity chemicals as raw materials in our operations. In most cases, these raw materials are purchased from multiple sources under long-term supply contracts, created to provide access to key raw materials. Our Monomers business purchases chemicals such as propylene, acetone, and various alcohols as raw materials for the manufacture of acrylic acid and its esters, as well as methyl methacrylate. These monomeric products are sold to both external and internal businesses, such as Coatings, Adhesives and Sealants and Plastics Additives.

Competition and Seasonality

We experience vigorous competition in each of our segments. Our competitors include many large, multinational chemical firms based in Europe, Asia and the United States. In some cases, we compete against firms that produce commodity chemicals, purchased by us as raw materials to make our products. However, we do not believe this places us at any significant competitive disadvantage. Our products compete with similar products offered by other manufacturers on the basis of product quality and specifications, customer service and price. Most of our products are specialty chemicals which are sold to customers who demand a high level of customer service and technical expertise from us and our sales force. Our Salt segment is most affected by weather-related sales of highway ice-control salt in the Eastern United States and Eastern Canada. To a much lesser extent, sales in the Coatings segment destined for the architectural paint market are affected by weather in various regions.

Environmental

A discussion of environmental related factors can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and is incorporated herein by reference to Note 26: Contingent Liabilities, Guarantees and Commitments in the accompanying Notes to Consolidated Financial Statements.

Research and Development

Our principal research and development laboratories are located in Spring House, Pennsylvania. A complete list of our technical and research centers throughout the world can be found in the table below. We are committed to ongoing investment in research and development as a way to differentiate our existing products, while bringing new technologies and innovative, high value products to market. We believe that our many intellectual properties are of substantial value in the manufacturing, marketing and application of our various products. Though we are not dependent, to a material extent, upon any one trademark, patent or license, certain of our businesses may be so dependent.

We spent $260 million, $230 million and $224 million in 2002, 2001 and 2000, respectively, for research and development. Approximately 70% of our spending is targeted to our three major growth businesses: Coatings; Electronic Materials; and Adhesives and Sealants.

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Item 2. Properties

We operate more than 100 manufacturing facilities, mines and salt evaporation facilities in over 25 countries. The facilities and the segment for which they are productive are detailed below:

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	(1)		Coatings
	(2)		Adhesives and Sealants
	(3)		Electronic Materials
	(4)		Performance Chemicals
	(5)		Salt, including mines and evaporation facilities
	(6)		Monomers

Our manufacturing operations generally ran well throughout 2002. During the second half of 2002; however, we experienced several brief production outages at our monomer production facility in Deer Park, Texas. All other plants recorded favorable operating efficiencies and cost controls, especially considering the decline in demand due to slower global economies. Safety was a key focus, as well, and significant improvement was made throughout the year. The overall corporate safety record improved from a rate of 1.7 injuries for every 200,000 hours worked in 2001, to 1.2 injuries on a comparable basis in 2002. Ninety-one sites operated injury-free throughout the year.

As part of our 2001 repositioning efforts, we closed manufacturing facilities in Tustin and Orange, California; Moss Point, Mississippi and Paterson, New Jersey. Throughout 2002, we announced plans to make further reductions in manufacturing capacity in several businesses, including two plants in Europe. Continual improvements in design, operation, and process control have significantly improved the efficiency of our remaining manufacturing capacity. We believe that we have the ability to generate significant additional production capacity using our existing manufacturing operations.

Item 3. Legal Proceedings

A discussion of legal proceedings is incorporated herein by reference to Note 26: Contingent Liabilities, Guarantees and Commitments in the accompanying Notes to Consolidated Financial Statements.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the fourth quarter of 2002.

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PART II

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

Our common stock is traded on the New York Stock Exchange under the symbol “ROH.” On December 31, 2002, there were 9,140 registered shareholders of our common stock. Below is a summary of the New York Stock Exchange Composite high and low prices of Rohm and Haas Company’s stock as well as cash dividends paid per share for each quarter of 2002 and 2001. On February 28, 2003, the last sales price of our common stock was $28.54.

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Item 6. Selected Financial Data

The following sets forth selected consolidated financial data for the years presented below as derived from our historical financial statements.

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(1)		Reclassified to conform to current year presentation, primarily as a result of discontinued operations.
(2)		Total debt, net of cash (net debt), divided by the sum of net debt, minority interest, stockholders’ equity and ESOP amounts.
(3)		Prior year amounts include amortization of goodwill and indefinite-lived intangibles. In accordance with the adoption of SFAS No. 142, effective January 1, 2002, we ceased amortization of goodwill and indefinite-lived intangibles.