8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 22, 2009
Air Products and Chemicals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-4534
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23-1274455 |
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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7201 Hamilton Boulevard, Allentown, Pennsylvania
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18195-1501 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(610) 481-4911
Registrants telephone number, including area code
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions
(See General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On April 22, 2009, the company issued a press release announcing its earnings for the second
quarter of fiscal year 2009. A copy of the press release is attached as Exhibit 99.1 to this
Form 8-K. The press release, including all financial statements, is furnished and is not
deemed to be filed.
Item 9.01. Financial Statements and Exhibits.
(d) |
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Exhibits |
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99.1 |
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Press Release dated April 22, 2009. |
2
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
hereunto duly authorized.
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Air Products and Chemicals, Inc.
(Registrant)
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Dated: April 22, 2009 |
By: |
/s/ Paul E. Huck
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Paul E. Huck |
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Senior Vice President and Chief Financial Officer |
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Exhibit Index
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Exhibit No. |
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Description |
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99.1
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Press Release dated April 22, 2009. |
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EX-99.1
Exhibit 99.1
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, PA 18195-1501
Air Products Reports Fiscal 2009 Second Quarter Earnings
Access the Q2 earnings teleconference scheduled for 10:00 a.m. Eastern Time
on April 22 by calling 719-325-4833 and entering passcode 3284943, or listen on the
Web at:
http://www.airproducts.com/Invest/financialnews/Earnings_Releases/Teleconference.htm.
LEHIGH VALLEY, Pa. (April 22, 2009) Air Products (NYSE: APD) today reported income from
continuing operations of $189 million, or diluted earnings per share (EPS) of $0.89
for its fiscal second quarter ended March 31, 2009. Income from continuing
operations decreased 31 percent and diluted EPS from continuing operations
decreased 29 percent from the prior year. Prior year results included a pension
settlement charge of $0.08 per share, which is excluded from prior year
comparisons.
Second quarter revenues of $1,955 million declined 23 percent on weaker volumes,
unfavorable currency, and lower natural gas and raw material cost pass-through.
Operating income of $260 million was down 31 percent from the prior year on weaker
volumes and unfavorable currency.
John McGlade, chairman, president and chief executive officer, said, The
unprecedented deterioration in global manufacturing continued into our second
quarter, as producers extended their holiday shutdowns. As expected, we saw weaker
volumes, contributing to what we said would be our low point for our fiscal year.
However, we were able to partially offset these declines with benefits from our
cost and productivity actions.
Second Quarter Segment Performance
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Merchant Gases sales of $870 million declined 14 percent on unfavorable
currency, weaker volumes across end-markets globally, and the impact of
extended customer outages, partially offset by continued strong pricing.
Operating income of $156 million declined 17 percent from the prior year
on unfavorable currency and weaker volumes, partially offset by strong
pricing and cost reduction. |
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Tonnage Gases sales of $625 million were down
28 percent, principally on lower
natural gas and raw material cost pass-through and a stronger dollar,
and to a lesser extent, weaker volumes,
particularly in steel and chemical end-markets.
Operating income of $98 million decreased 12 percent from the prior year
on weaker volumes and unfavorable currency. |
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Electronics and Performance Materials sales of $332 million declined 41
percent and the segment saw an $11 million operating loss, driven by
significantly lower volumes in Electronics due to further declines in
semiconductor and liquid crystal display manufacturing. While Performance
Materials volumes were impacted by pronounced weakness in coatings, autos
and housing end-markets, the business remained profitable in the quarter. |
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Equipment and Energy sales of $128 million were up 22 percent on higher
air separation unit activity. Operating income of $16 million increased
63 percent from the prior year on favorable cost performance. |
Outlook
McGlade
said, In this economic environment, visibility is limited, and
the business climate remains weak. We expect to see some seasonal volume pick up in Merchant Gases and Performance
Materials, and a modest improvement in Electronics in the second half of our fiscal
year. Our continued discipline and cost reduction actions will also further benefit
earnings. Despite the challenging environment, we continue to pursue profitable growth
opportunities serving energy, environmental and emerging markets.
Air Products now expects third quarter EPS from continuing operations to be between
$0.93 and $1.02 per share and full-year EPS from continuing operations to be between
$3.85 and $4.05 per share. Given the lack of economic momentum, the company continues
to look at additional cost actions that could result in a charge in its fiscal third
quarter. This guidance excludes the impact of these potential cost reduction charges.
Air Products (NYSE:APD) serves customers in industrial, energy, technology and
healthcare markets worldwide with a unique portfolio of atmospheric gases, process
and specialty gases, performance materials, and equipment and services. Founded in
1940, Air Products has built leading positions in key growth markets such as
semiconductor materials, refinery hydrogen, home healthcare services, natural gas
liquefaction, and advanced coatings and adhesives. The company is recognized for
its innovative culture, operational excellence and commitment to safety and the
environment. Air Products had fiscal 2008 revenues of $10.4 billion, operations in
over 40 countries, and 21,000 employees around the globe. For more information,
visit www.airproducts.com.
NOTE: The information above contains forward-looking statements within the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on managements reasonable expectations and
assumptions as of the date of this document regarding important risk factors. Actual
performance and financial results may differ materially from projections and
estimates expressed in the forward-looking statements because of many factors,
including, without limitation, continuing deterioration in economic and business
conditions; weakening demand for the
Companys products, future financial and operating performance of major customers and
industries served by the Company; unanticipated contract terminations or customer
cancellations or postponement of projects and sales; asset impairments due to
economic conditions or specific product or customer events; the impact of competitive
products and pricing; interruption in ordinary sources of supply of raw materials;
the ability to recover unanticipated increased energy and raw material costs from
customers; costs and outcomes of litigation or regulatory activities; consequences of
acts of war or terrorism impacting the
United States and other markets; the effects of a pandemic or epidemic or a natural
disaster;
charges related to current portfolio management and cost reduction actions; the
success of implementing cost reduction programs and achieving anticipated acquisition
synergies; the timing, impact, and other uncertainties of future acquisitions or
divestitures; the ability to attract, hire and retain qualified personnel in all
regions of the world where the Company
operates; significant fluctuations in interest rates and foreign currencies from that
currently anticipated; the continued availability of capital funding sources in all
of the Companys foreign operations; the impact of new or changed environmental,
healthcare, tax or other legislation and regulations in jurisdictions in which the
Company and its affiliates operate; the impact of new or changed financial accounting
standards; and the timing and rate at which tax credits can be utilized and other
risk factors described in the Companys Form 10-K for its fiscal year ended September
30, 2008 and Form 10-Q for the quarter ended December 31,
2008. The Company disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained in this document to
reflect any change in the Companys assumptions, beliefs or expectations or any
change in events, conditions or circumstances upon which any such forward-looking
statements are based.
The presentation of non-GAAP measures is intended to enhance the usefulness of financial
information by providing measures which the Companys management uses internally to evaluate the
Companys baseline performance. Presented below are reconciliations of reported GAAP results to
non-GAAP measures.
CONSOLIDATED RESULTS
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Continuing Operations |
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Q2 |
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Q2 |
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Q3 |
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YTD |
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Operating |
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Q2 |
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Diluted |
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Diluted |
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Diluted |
Millions of Dollars |
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Income |
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Income |
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EPS |
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EPS |
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EPS |
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2009 GAAP |
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$ |
260.4 |
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$ |
189.3 |
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$ |
.89 |
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2008 GAAP |
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348.6 |
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259.8 |
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1.18 |
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% Change GAAP |
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(25 |
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(27 |
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(25 |
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2008 GAAP |
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$ |
348.6 |
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$ |
259.8 |
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$ |
1.18 |
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Pension settlement |
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26.3 |
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16.5 |
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.08 |
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2008 Non-GAAP Measure |
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$ |
374.9 |
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$ |
276.3 |
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$ |
1.26 |
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% Change Non-GAAP Measure |
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(31 |
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(31 |
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(29 |
)% |
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2009 Forecast GAAP
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$.93-$1.02
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$3.30-$3.50 |
* |
Global Cost Reduction Plan
Q1 charge
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$.55 |
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2009 Forecast Non-GAAP Measure
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$.93-$1.02
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$3.85-$4.05 |
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* |
This forecast excludes potential charges for future cost reduction plans and pension settlements. |
Page 5 of 13
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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31 March |
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31 March |
(Millions of dollars, except for share data) |
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2009 |
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2008 |
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2009 |
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2008 |
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SALES |
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$ |
1,955.4 |
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$ |
2,542.7 |
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$ |
4,150.7 |
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$ |
4,950.1 |
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Cost of sales |
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1,439.9 |
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1,871.6 |
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3,069.6 |
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3,625.2 |
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Selling and administrative |
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230.6 |
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272.1 |
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477.6 |
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530.6 |
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Research and development |
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29.6 |
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34.3 |
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62.8 |
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64.6 |
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Global cost reduction plan |
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174.2 |
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Pension settlement |
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26.3 |
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27.7 |
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Other income, net |
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5.1 |
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10.2 |
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8.0 |
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27.0 |
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OPERATING INCOME |
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260.4 |
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348.6 |
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374.5 |
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729.0 |
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Equity affiliates income |
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27.0 |
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42.4 |
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51.5 |
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67.7 |
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Interest expense |
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30.0 |
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38.9 |
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66.5 |
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79.7 |
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INCOME FROM CONTINUING OPERATIONS
BEFORE TAXES AND MINORITY INTEREST |
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257.4 |
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352.1 |
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359.5 |
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717.0 |
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Income tax provision |
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66.5 |
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87.8 |
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73.6 |
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184.3 |
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Minority interest in earnings of subsidiary
companies |
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1.6 |
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4.5 |
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6.6 |
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10.6 |
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INCOME FROM CONTINUING OPERATIONS |
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189.3 |
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259.8 |
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279.3 |
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522.1 |
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INCOME (LOSS) FROM DISCONTINUED
OPERATIONS, net of tax |
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16.3 |
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54.5 |
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(5.1 |
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55.9 |
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NET INCOME |
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$ |
205.6 |
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$ |
314.3 |
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$ |
274.2 |
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$ |
578.0 |
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BASIC EARNINGS PER COMMON SHARE |
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Income from continuing operations |
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$ |
.90 |
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$ |
1.22 |
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$ |
1.33 |
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$ |
2.45 |
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Income (loss) from discontinued operations |
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.08 |
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.26 |
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(.02 |
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.26 |
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Net Income |
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$ |
.98 |
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$ |
1.48 |
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$ |
1.31 |
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$ |
2.71 |
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DILUTED EARNINGS PER COMMON SHARE |
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Income from continuing operations |
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$ |
.89 |
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$ |
1.18 |
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$ |
1.32 |
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$ |
2.37 |
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Income (loss) from discontinued operations |
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.08 |
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.25 |
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(.03 |
) |
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.25 |
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Net Income |
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$ |
.97 |
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$ |
1.43 |
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$ |
1.29 |
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$ |
2.62 |
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WEIGHTED AVERAGE OF COMMON
SHARES OUTSTANDING (in millions) |
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209.6 |
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212.3 |
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209.5 |
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213.6 |
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WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING
ASSUMING DILUTION (in millions) |
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212.3 |
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219.2 |
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212.2 |
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220.8 |
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DIVIDENDS DECLARED PER COMMON SHARE Cash |
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$ |
.45 |
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$ |
.44 |
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$ |
.89 |
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$ |
.82 |
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Other Data from Continuing Operations: |
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Depreciation and amortization |
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$ |
197.1 |
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$ |
217.1 |
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$ |
397.7 |
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$ |
428.1 |
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Capital expenditures on a non-GAAP Basis (a) |
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352.8 |
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315.6 |
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685.7 |
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639.3 |
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(a) |
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See page 13 for reconciliation. |
Page 6 of 13
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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31 March |
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30 September |
(Millions of dollars) |
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2009 |
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2008 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash items |
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$ |
79.7 |
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$ |
103.5 |
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Trade receivables, less allowances for doubtful accounts |
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1,272.2 |
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1,575.2 |
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Inventories and contracts in progress |
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630.3 |
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655.7 |
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Prepaid expenses |
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172.2 |
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107.7 |
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Other receivables and current assets |
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396.6 |
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349.4 |
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Current assets of discontinued operations |
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45.4 |
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56.6 |
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TOTAL CURRENT ASSETS |
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2,596.4 |
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2,848.1 |
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INVESTMENT IN NET ASSETS OF AND ADVANCES TO EQUITY
AFFILIATES |
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756.5 |
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822.6 |
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PLANT AND EQUIPMENT, at cost |
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14,645.4 |
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14,988.6 |
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Less accumulated depreciation |
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8,235.3 |
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8,373.8 |
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PLANT AND EQUIPMENT, net |
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6,410.1 |
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6,614.8 |
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GOODWILL |
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811.2 |
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928.1 |
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INTANGIBLE ASSETS, net |
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215.0 |
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|
289.6 |
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NONCURRENT CAPITAL LEASE RECEIVABLES |
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527.1 |
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505.3 |
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OTHER NONCURRENT ASSETS |
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550.3 |
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504.1 |
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NONCURRENT ASSETS OF DISCONTINUED OPERATIONS |
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12.3 |
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58.7 |
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TOTAL ASSETS |
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$ |
11,878.9 |
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$ |
12,571.3 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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CURRENT LIABILITIES |
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Payables and accrued liabilities |
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$ |
1,307.1 |
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$ |
1,665.6 |
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Accrued income taxes |
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34.2 |
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87.0 |
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Short-term borrowings and current portion of long-term debt |
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645.8 |
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451.4 |
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Current liabilities of discontinued operations |
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9.2 |
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8.0 |
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TOTAL CURRENT LIABILITIES |
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|
1,996.3 |
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|
2,212.0 |
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LONG-TERM DEBT |
|
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3,456.6 |
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3,515.4 |
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DEFERRED INCOME & OTHER NONCURRENT LIABILITIES |
|
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952.8 |
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1,049.2 |
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DEFERRED INCOME TAXES |
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|
707.6 |
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|
626.6 |
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NONCURRENT LIABILITIES OF DISCONTINUED OPERATIONS |
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|
.8 |
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1.2 |
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TOTAL LIABILITIES |
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7,114.1 |
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7,404.4 |
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MINORITY INTEREST IN SUBSIDIARY COMPANIES |
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|
126.7 |
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136.2 |
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TOTAL SHAREHOLDERS EQUITY |
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4,638.1 |
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|
5,030.7 |
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TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
|
$ |
11,878.9 |
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$ |
12,571.3 |
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Page 7 of 13
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended |
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31 March |
(Millions of dollars) |
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2009 |
|
2008 |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
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Net income |
|
$ |
274.2 |
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|
$ |
578.0 |
|
Adjustments to reconcile income to cash provided by operating
activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
397.7 |
|
|
|
428.1 |
|
Impairment of long-lived assets |
|
|
32.1 |
|
|
|
|
|
Impairment of long-lived assets of discontinued operations |
|
|
48.7 |
|
|
|
|
|
Gain on sale of discontinued operations |
|
|
|
|
|
|
(88.9 |
) |
Deferred income taxes |
|
|
41.8 |
|
|
|
34.6 |
|
Undistributed earnings of unconsolidated affiliates |
|
|
(35.0 |
) |
|
|
(42.6 |
) |
Loss on sale of assets and investments |
|
|
6.6 |
|
|
|
.9 |
|
Share-based compensation |
|
|
30.1 |
|
|
|
33.0 |
|
Noncurrent capital lease receivables |
|
|
(52.9 |
) |
|
|
(118.5 |
) |
Pension and other postretirement costs |
|
|
52.2 |
|
|
|
82.8 |
|
Other adjustments |
|
|
(85.3 |
) |
|
|
(89.1 |
) |
Working capital changes that provided (used) cash, excluding
effects of acquisitions and divestitures: |
|
|
|
|
|
|
|
|
Trade receivables |
|
|
166.3 |
|
|
|
(153.3 |
) |
Inventories |
|
|
(41.7 |
) |
|
|
(36.6 |
) |
Contracts in progress |
|
|
11.0 |
|
|
|
75.9 |
|
Other receivables |
|
|
(17.7 |
) |
|
|
10.2 |
|
Payables and accrued liabilities |
|
|
(257.6 |
) |
|
|
(100.2 |
) |
Other working capital |
|
|
(116.8 |
) |
|
|
16.8 |
|
|
CASH PROVIDED BY OPERATING ACTIVITIES (a) |
|
|
453.7 |
|
|
|
631.1 |
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Additions to plant and equipment |
|
|
(615.8 |
) |
|
|
(522.2 |
) |
Acquisitions, less cash acquired |
|
|
(1.6 |
) |
|
|
(.6 |
) |
Investment in and advances to unconsolidated affiliates |
|
|
(.1 |
) |
|
|
|
|
Proceeds from sale of assets and investments |
|
|
25.0 |
|
|
|
14.2 |
|
Proceeds from sale of discontinued operations |
|
|
.9 |
|
|
|
327.5 |
|
Change in restricted cash |
|
|
40.7 |
|
|
|
(132.3 |
) |
Other investing activities |
|
|
|
|
|
|
(18.6 |
) |
|
CASH USED FOR INVESTING ACTIVITIES |
|
|
(550.9 |
) |
|
|
(332.0 |
) |
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Long-term debt proceeds |
|
|
114.3 |
|
|
|
461.1 |
|
Payments on long-term debt |
|
|
(44.2 |
) |
|
|
(93.9 |
) |
Net increase in commercial paper and short-term borrowings |
|
|
183.2 |
|
|
|
84.9 |
|
Dividends paid to shareholders |
|
|
(184.3 |
) |
|
|
(163.4 |
) |
Purchase of treasury stock |
|
|
|
|
|
|
(560.2 |
) |
Proceeds from stock option exercises |
|
|
6.8 |
|
|
|
41.8 |
|
Excess tax benefit from share-based compensation/other |
|
|
2.2 |
|
|
|
25.5 |
|
|
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES |
|
|
78.0 |
|
|
|
(204.2 |
) |
|
Page 8 of 13
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
31 March |
(Millions of dollars) |
|
2009 |
|
2008 |
|
Effect of Exchange Rate Changes on Cash |
|
|
(4.6 |
) |
|
|
3.4 |
|
|
Increase (Decrease) in Cash and Cash Items |
|
|
(23.8 |
) |
|
|
98.3 |
|
Cash and Cash Items Beginning of Year |
|
|
103.5 |
|
|
|
40.5 |
|
|
Cash and Cash Items End of Period |
|
$ |
79.7 |
|
|
$ |
138.8 |
|
|
|
|
|
|
|
|
|
|
|
(a) Pension plan contributions |
|
$ |
153.5 |
|
|
$ |
118.3 |
|
Page 9 of 13
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Millions of dollars)
1. NEW ACCOUNTING STANDARDS
Effective 1 January 2009, the Company adopted Statement of Financial Accounting Standard
(SFAS) No. 161, Disclosures about Derivative Instruments and Hedging Activities an
amendment of FASB Statement No. 133. SFAS No. 161 requires enhanced disclosures about how
and why an entity uses derivative instruments; how derivative instruments and related hedged
items are accounted for; and how they affect an entitys financial position, financial
performance, and cash flows. This Statement only requires additional disclosure and did not
have an impact on the Companys consolidated financial statements. The disclosures will be
included in the Companys Form 10-Q filing.
The Company adopted the measurement date change of SFAS No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans, for its U.K. and Belgium pension
plans as of 1 October 2008. SFAS No. 158 required the Company to change the measurement date
for these plans from 30 June to 30 September (end of fiscal year). As a result of this
change, pension expense and actuarial gains/losses for the three-month period ended 30
September 2008 were recognized as adjustments to retained earnings and Accumulated Other
Comprehensive Income (AOCI), respectively. The after-tax charge to retained earnings was
$8.1. AOCI was credited $35.8 for net actuarial gains on an after-tax basis. These
adjustments only affected the balance sheet.
Effective 1 October 2008, the Company adopted SFAS No. 157, Fair Value Measurements, for
financial assets and liabilities and any other assets and liabilities that are recognized and
disclosed at fair value on a recurring basis. This Statement defines fair value, establishes
a method for measuring fair value, and requires additional disclosures about fair value
measurements. Financial Accounting Standards Board (FASB) Staff Position No. 157-2 delayed
the adoption of SFAS No. 157 for other nonfinancial assets and liabilities until 1 October
2009 for the Company. The adoption of SFAS No. 157 did not impact the Companys financial
statements for assets and liabilities measured at fair value on a recurring basis.
2. GLOBAL COST REDUCTION PLAN
During the first quarter ended 31 December 2008, the Company announced a global cost
reduction plan designed to lower its cost structure and better align its businesses to
reflect rapidly declining economic conditions around the world. The results from continuing
operations included a charge of $174.2 ($116.1 after-tax, or $.55 per share) for this plan.
This charge included $120.0 for severance and pension-related costs. The Company will
eliminate approximately 1,400 positions, or about seven percent of its global workforce. The
reductions are targeted at reducing overhead and infrastructure costs, reducing and
refocusing elements of the Companys technology and business development spending, and
lowering its plant operating costs. The remainder of the charge, $54.2, is for business
exits and asset management actions. Assets held for sale were written down to net realizable
value and an environmental liability of $16.0 was recognized. This environmental liability
results from a decision to sell a production facility. The planned actions are expected to
be substantially completed by the end of the first quarter of fiscal year 2010.
3. DISCONTINUED OPERATIONS
The U.S. Healthcare business, Polymer Emulsions business, and the High Purity Process
Chemicals (HPPC) business have been accounted for as discontinued operations. The results of
operations of these businesses have been removed from the results of continuing operations
for all periods presented.
Page 10 of 13
For additional historical information on these discontinued operations, refer to the
Companys 2008 annual report on Form 10-K.
U.S. Healthcare
In July 2008, the Board of Directors authorized management to pursue the sale of the U.S.
Healthcare business. In 2008, the Company recorded a total charge of $329.2 ($246.2
after-tax, or $1.12 per share) related to the impairment/write-down of the net carrying value
of the U.S. Healthcare business. In April 2009, the Company signed a contract to divest approximately half of its remaining U.S. Healthcare business and expects to conclude the sale of the remaining portions of this business in 2009.
In the first quarter of 2009, based on additional facts, the Company recorded an impairment
charge of $48.7 ($30.9 after-tax, or $.15 per share) reflecting a revision in the estimated
net realizable value of the U.S. Healthcare business. Also, a tax benefit of $8.8, or $.04
per share, was recorded to revise the estimated tax benefit related to previously recognized
impairment charges.
As a result of events occurring during the second quarter of 2009, which increased the
Companys ability to realize tax benefits associated with the impairment charges recorded in
2008, the Company recognized a one-time tax benefit of $16.7, or $.08 per share.
Additional charges may be recorded in future periods dependent upon the timing and method of
ultimate disposition.
The operating results of the U.S. Healthcare business have been classified as discontinued
operations and are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
31 March |
|
31 March |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
Sales |
|
$ |
43.9 |
|
|
$ |
62.6 |
|
|
$ |
92.1 |
|
|
$ |
128.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes |
|
$ |
(1.0 |
) |
|
$ |
(10.6 |
) |
|
$ |
.1 |
|
|
$ |
(19.1 |
) |
Income tax provision (benefit) |
|
|
(.4 |
) |
|
|
(4.0 |
) |
|
|
|
|
|
|
(7.2 |
) |
|
Income (loss) from operations of discontinued
operations |
|
$ |
(.6 |
) |
|
$ |
(6.6 |
) |
|
$ |
.1 |
|
|
$ |
(11.9 |
) |
Impairment/write-down to estimated net realizable
value, net of tax |
|
|
16.9 |
|
|
|
|
|
|
|
(5.2 |
) |
|
|
|
|
|
Income (loss) from discontinued operations, net of tax |
|
$ |
16.3 |
|
|
$ |
(6.6 |
) |
|
$ |
(5.1 |
) |
|
$ |
(11.9 |
) |
|
Page 11 of 13
Polymer Emulsions Business
On 31 January 2008, the Company sold its Polymers Emulsions business to Wacker Chemie AG, its
long-time joint venture partner. As part of the agreement, the Company received Wacker Chemie
AGs interest in the Elkton, Md. and Piedmont, S.C. production facilities and their related
businesses plus cash proceeds of $258.2. The Company recognized a gain on the sale of $89.5
($57.7 after-tax).
In the second quarter of 2008, the Polymer Emulsions business generated sales of $78.8 and
income from operations, net of tax, of $3.3. For the six months ended 31 March 2008, sales
were $230.0 and income from operations, net of tax, was $10.1.
HPPC Business
In the first quarter of 2008, the HPPC business generated sales of $22.9 and income from
operations, net of tax, of $.2. The Company closed on the sale of its HPPC business on 31
December 2007.
4. CUSTOMER BANKRUPTCY
On 6 January 2009, a customer of the Company began operating under Chapter 11 bankruptcy
protection. This company receives product principally from the Tonnage Gases segment. At 31
March 2009, the Company had outstanding net receivables with the customer of $37.3. Sales and
operating income associated with this customer are not material to the Tonnage Gases
segments results. At the present time, the Company does not expect any material charges related to long-term
assets associated with this customer bankruptcy.
5. PENSION SETTLEMENT
A number of corporate officers and others who were eligible for supplemental pension plan
benefits retired in fiscal years 2007 and 2008. The Companys supplemental pension plan provides for a
lump sum benefit payment option at the time of retirement, or for corporate officers six
months after the participants retirement date. The Company recognizes pension settlements
when payments exceed the sum of service and interest cost components of net periodic pension
cost of the plan for the fiscal year. A settlement loss is recognized
when the pension obligation is settled. Based on the timing of when cash payments were
made, the Company recognized $26.3 and $27.7 in the three and six months ended 31 March 2008,
respectively. The Company expects to recognize settlement charges in the second half of 2009.
6. SHARE REPURCHASE PROGRAM
On 20 September 2007, the Board of Directors authorized the repurchase of up to $1,000 of the
Companys outstanding common stock. During the six months ended 31 March 2009, the Company
did not purchase any shares under this authorization. At 31 March 2009, $649.2 in share
repurchase authorization remains.
Page 12 of 13
7. SUMMARY BY BUSINESS SEGMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
31 March |
|
31 March |
(Millions of dollars) |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
Revenues from External Customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merchant Gases |
|
$ |
870.4 |
|
|
$ |
1,008.7 |
|
|
$ |
1,795.6 |
|
|
$ |
2,010.4 |
|
Tonnage Gases |
|
|
624.6 |
|
|
|
867.2 |
|
|
|
1,368.6 |
|
|
|
1,658.3 |
|
Electronics and Performance Materials |
|
|
332.2 |
|
|
|
562.1 |
|
|
|
738.8 |
|
|
|
1,076.4 |
|
Equipment and Energy |
|
|
128.2 |
|
|
|
104.7 |
|
|
|
247.7 |
|
|
|
205.0 |
|
|
Segment and Consolidated Totals |
|
$ |
1,955.4 |
|
|
$ |
2,542.7 |
|
|
$ |
4,150.7 |
|
|
$ |
4,950.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merchant Gases |
|
$ |
156.2 |
|
|
$ |
189.2 |
|
|
$ |
326.7 |
|
|
$ |
389.0 |
|
Tonnage Gases |
|
|
98.0 |
|
|
|
111.1 |
|
|
|
206.8 |
|
|
|
222.2 |
|
Electronics and Performance Materials |
|
|
(11.1 |
) |
|
|
67.6 |
|
|
|
13.5 |
|
|
|
133.6 |
|
Equipment and Energy |
|
|
16.3 |
|
|
|
10.0 |
|
|
|
23.3 |
|
|
|
19.3 |
|
|
Segment Totals |
|
$ |
259.4 |
|
|
$ |
377.9 |
|
|
$ |
570.3 |
|
|
$ |
764.1 |
|
Global cost reduction plan |
|
|
|
|
|
|
|
|
|
|
(174.2 |
) |
|
|
|
|
Pension settlement |
|
|
|
|
|
|
(26.3 |
) |
|
|
|
|
|
|
(27.7 |
) |
Other |
|
|
1.0 |
|
|
|
(3.0 |
) |
|
|
(21.6 |
) |
|
|
(7.4 |
) |
|
Consolidated Totals |
|
$ |
260.4 |
|
|
$ |
348.6 |
|
|
$ |
374.5 |
|
|
$ |
729.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
30 September |
(Millions of dollars) |
|
2009 |
|
2008 |
|
Identifiable Assets (a) |
|
|
|
|
|
|
|
|
Merchant Gases |
|
$ |
4,518.4 |
|
|
$ |
4,881.6 |
|
Tonnage Gases |
|
|
3,266.0 |
|
|
|
3,335.4 |
|
Electronics and Performance Materials |
|
|
2,109.8 |
|
|
|
2,341.0 |
|
Equipment and Energy |
|
|
301.7 |
|
|
|
300.2 |
|
|
Segment Totals |
|
|
10,195.9 |
|
|
|
10,858.2 |
|
Other |
|
|
868.8 |
|
|
|
775.2 |
|
Discontinued Operations |
|
|
57.7 |
|
|
|
115.3 |
|
|
Consolidated Totals |
|
$ |
11,122.4 |
|
|
$ |
11,748.7 |
|
|
|
|
|
(a) |
|
Identifiable assets are equal to total assets less investments in and advances to
equity affiliates. |
Page 13 of 13
RECONCILIATION
NON-GAAP MEASURE
The Company utilizes a non-GAAP measure in the computation of capital expenditures and
includes spending associated with facilities accounted for as capital leases. Certain
facilities that are built to service a specific customer are accounted for as capital leases
in accordance with EITF No. 01-08, Determining Whether an Arrangement Contains a Lease, and
such spending is reflected as a use of cash within cash provided by operating activities.
The presentation of this non-GAAP measure is intended to enhance the usefulness of
information by providing a measure which the Companys management uses internally to evaluate
and manage the Companys capital expenditures.
Below is a reconciliation of capital expenditures on a GAAP basis to a non-GAAP measure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
31 March |
|
31 March |
(Millions of dollars) |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
Capital expenditures GAAP basis |
|
$ |
324.1 |
|
|
$ |
254.0 |
|
|
$ |
617.5 |
|
|
$ |
522.8 |
|
Capital lease expenditures under EITF No. 01-08 |
|
|
28.7 |
|
|
|
61.6 |
|
|
|
68.2 |
|
|
|
116.5 |
|
|
Capital expenditures non-GAAP basis |
|
$ |
352.8 |
|
|
$ |
315.6 |
|
|
$ |
685.7 |
|
|
$ |
639.3 |
|
|
# # #
Media Inquiries:
Katie
McDonald, tel: (610) 481-3673; e-mail: mcdonace@airproducts.com.
Investor Inquiries:
Nelson
Squires, tel: (610) 481-7461; e-mail: squirenj@airproducts.com.