10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended 31 March 2009
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number 1-4534
AIR PRODUCTS AND CHEMICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation or Organization)
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23-1274455
(I.R.S. Employer Identification No.) |
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7201 Hamilton Boulevard, Allentown, Pennsylvania
(Address of Principal Executive Offices)
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18195-1501
(Zip Code) |
610-481-4911
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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 (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
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Class
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Outstanding at 24 April 2009 |
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Common Stock, $1 par value
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209,828,783 |
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
INDEX
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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31 March |
|
30 September |
(Millions of dollars, except for share data) |
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2009 |
|
2008 |
|
ASSETS |
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CURRENT ASSETS |
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Cash and cash items |
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$ |
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 |
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506.6 |
|
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|
503.7 |
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Contracts in progress, less progress billings |
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123.7 |
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|
152.0 |
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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 |
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592.0 |
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419.3 |
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Current portion of long-term debt |
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53.8 |
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32.1 |
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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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COMMITMENTS AND CONTINGENCIES See Note 12 |
|
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SHAREHOLDERS EQUITY |
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Common stock (par value $1 per share; 2009 and 2008
249,455,584 shares) |
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249.4 |
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249.4 |
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Capital in excess of par value |
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812.2 |
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811.7 |
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Retained earnings |
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7,068.7 |
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6,990.2 |
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Accumulated other comprehensive income (loss) |
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|
(1,051.0 |
) |
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(549.3 |
) |
Treasury stock, at cost (2009 39,626,801 shares;
2008 40,120,957 shares) |
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(2,441.2 |
) |
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(2,471.3 |
) |
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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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The accompanying notes are an integral part of these statements.
3
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) |
|
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 |
|
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 |
|
|
189.3 |
|
|
|
259.8 |
|
|
|
279.3 |
|
|
|
522.1 |
|
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS, net of tax |
|
|
16.3 |
|
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|
54.5 |
|
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|
(5.1 |
) |
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|
55.9 |
|
|
NET INCOME |
|
$ |
205.6 |
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|
$ |
314.3 |
|
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$ |
274.2 |
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$ |
578.0 |
|
|
BASIC EARNINGS PER COMMON SHARE |
|
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|
|
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Income from continuing operations |
|
$ |
.90 |
|
|
$ |
1.22 |
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|
$ |
1.33 |
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$ |
2.45 |
|
Income (loss) from discontinued operations |
|
|
.08 |
|
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|
.26 |
|
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|
(.02 |
) |
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|
.26 |
|
|
Net Income |
|
$ |
.98 |
|
|
$ |
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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|
|
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|
|
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|
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Income from continuing operations |
|
$ |
.89 |
|
|
$ |
1.18 |
|
|
$ |
1.32 |
|
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$ |
2.37 |
|
Income (loss) from discontinued operations |
|
|
.08 |
|
|
|
.25 |
|
|
|
(.03 |
) |
|
|
.25 |
|
|
Net Income |
|
$ |
.97 |
|
|
$ |
1.43 |
|
|
$ |
1.29 |
|
|
$ |
2.62 |
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|
WEIGHTED AVERAGE OF COMMON SHARES
OUTSTANDING (in millions) |
|
|
209.6 |
|
|
|
212.3 |
|
|
|
209.5 |
|
|
|
213.6 |
|
|
WEIGHTED AVERAGE OF COMMON SHARES
OUTSTANDING ASSUMING DILUTION (in millions) |
|
|
212.3 |
|
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|
219.2 |
|
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|
212.2 |
|
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|
220.8 |
|
|
DIVIDENDS DECLARED PER COMMON SHARE Cash |
|
$ |
.45 |
|
|
$ |
.44 |
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|
$ |
.89 |
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|
$ |
.82 |
|
|
The accompanying notes are an integral part of these statements.
4
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS
(Unaudited)
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Three Months Ended |
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|
31 March |
(Millions of dollars) |
|
2009 |
|
2008 |
|
NET INCOME |
|
$ |
205.6 |
|
|
$ |
314.3 |
|
|
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
|
|
|
|
|
|
|
|
|
Net unrealized holding gain (loss) on investments, net of income
tax (benefit) of $.1 and $(1.4) |
|
|
.3 |
|
|
|
(2.5 |
) |
Net unrecognized (loss) on derivatives qualifying as hedges,
net of income tax (benefit) of $(2.2) and $(4.5) |
|
|
(3.2 |
) |
|
|
(6.4 |
) |
Foreign currency translation adjustments, net of income tax (benefit) of $20.7
and $(65.1) |
|
|
(217.1 |
) |
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|
91.8 |
|
Reclassification adjustment for foreign currency translation adjustment realized
in net income (a) |
|
|
|
|
|
|
(53.7 |
) |
Change in pension funded status, net of income tax of $1.4 and $4.9 |
|
|
4.3 |
|
|
|
6.6 |
|
|
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
(215.7 |
) |
|
|
35.8 |
|
|
COMPREHENSIVE INCOME (LOSS) |
|
$ |
(10.1 |
) |
|
$ |
350.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
31 March |
(Millions of dollars) |
|
2009 |
|
2008 |
|
NET INCOME |
|
$ |
274.2 |
|
|
$ |
578.0 |
|
|
OTHER COMPREHENSIVE INCOME (LOSS), net of tax: |
|
|
|
|
|
|
|
|
Net unrealized holding (loss) on investments, net of income tax (benefit) of $(.5) and
$(2.2) |
|
|
(.8 |
) |
|
|
(4.2 |
) |
Net unrecognized (loss) on derivatives qualifying as hedges,
net of income tax (benefit) of $(2.8) and $(6.4) |
|
|
(5.7 |
) |
|
|
(11.2 |
) |
Foreign currency translation adjustments, net of income tax (benefit) of $4.7 and $(70.6) |
|
|
(538.1 |
) |
|
|
147.4 |
|
Reclassification adjustment for foreign currency translation adjustment realized
in net income (a) |
|
|
|
|
|
|
(53.7 |
) |
Change in pension funded status, net of income tax of $2.7 and $8.4 |
|
|
7.1 |
|
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|
17.5 |
|
|
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
(537.5 |
) |
|
|
95.8 |
|
|
COMPREHENSIVE INCOME (LOSS) |
|
$ |
(263.3 |
) |
|
$ |
673.8 |
|
|
|
|
|
|
(a) |
|
In the second quarter of 2008, the Company completed the sale of its Polymer Emulsions
business as discussed in Note 4. Accordingly, the related foreign currency translation
results of this business were reclassified from other comprehensive income into earnings. |
Other amounts reclassified from other comprehensive income into earnings in 2009 and 2008 were not
material.
The accompanying notes are an integral part of these statements.
5
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
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|
|
|
Six Months Ended |
|
|
31 March |
(Millions of dollars) |
|
2009 |
|
2008 |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net income |
|
$ |
274.2 |
|
|
$ |
578.0 |
|
Adjustments to reconcile income to cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
397.7 |
|
|
|
428.1 |
|
Impairment of assets of continuing operations |
|
|
32.1 |
|
|
|
|
|
Impairment of 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 |
) |
|
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 |
|
The accompanying notes are an integral part of these statements.
6
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Millions of dollars, except for share data)
1. MAJOR ACCOUNTING POLICIES
Refer to the Companys 2008 annual report on Form 10-K for a description of major accounting
policies. There have been no material changes to these accounting policies during the first six
months of 2009 other than those detailed in Note 2.
Basis of Presentation
The consolidated financial statements of Air Products and Chemicals, Inc. and its subsidiaries (the
Company or registrant) included herein have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements prepared in
accordance with U.S. generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of the Company, the accompanying statements
reflect adjustments necessary to present fairly the financial position, results of operations, and
cash flows for those periods indicated, and contain adequate disclosure to make the information
presented not misleading. Adjustments included herein are of a normal, recurring nature unless
otherwise disclosed in the Notes. However, the interim results for the periods indicated herein do
not reflect certain adjustments, such as the valuation of inventories on the LIFO cost basis, which
can only be finally determined on an annual basis. The consolidated financial statements and
related Notes included herein should be read in conjunction with the financial statements and Notes
thereto included in the Companys latest annual report on Form 10-K in order to fully understand
the basis of presentation. Results of operations for interim periods are not necessarily
indicative of the results of operations for a full year.
2. NEW ACCOUNTING STANDARDS
Disclosures about Derivatives and Hedging
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 upon adoption.
Refer to Note 5 for the disclosures required under SFAS No. 161.
Fair Value Option
In February 2007, the Financial Accounting Standard Board (FASB) issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB
Statement No. 115. This Statement permits companies to elect to measure certain financial
instruments at fair value on an instrument-by-instrument basis, with changes in fair value
recognized in earnings each reporting period. In addition, SFAS No. 159 establishes financial
statement presentation and disclosure requirements for assets and liabilities reported at fair
value under the election. The Company adopted SFAS No. 159 as of 1 October 2008 and elected not to
fair value any items under this Statement.
Postretirement Benefits
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 the beginning balances of 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.
7
Fair Value Measurements
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.
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.
Refer to Note 6 for the new disclosures required under SFAS No. 157.
3. 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.
The charge for the global cost reduction plan was excluded from segment operating profit. The
table below displays how this charge related to the businesses at the segment level:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset |
|
|
|
|
Severance and |
|
Impairment/ |
|
|
|
|
Other Benefits |
|
Other Costs |
|
Total |
|
Merchant Gases |
|
$ |
84.5 |
|
|
$ |
6.7 |
|
|
$ |
91.2 |
|
Tonnage Gases |
|
|
11.1 |
|
|
|
|
|
|
|
11.1 |
|
Electronics and Performance Materials |
|
|
21.7 |
|
|
|
47.2 |
|
|
|
68.9 |
|
Equipment and Energy |
|
|
2.7 |
|
|
|
.3 |
|
|
|
3.0 |
|
|
Total 2009 Charge |
|
$ |
120.0 |
|
|
$ |
54.2 |
|
|
$ |
174.2 |
|
|
|
The following table summarizes changes to the carrying amount of the accrual for the global cost
reduction plan for the six months ended 31 March 2009: |
|
|
|
|
|
|
|
Asset |
|
|
|
|
Severance and |
|
Impairments/ |
|
|
|
|
Other Benefits |
|
Other Costs |
|
Total |
|
2009 Charge |
|
$ |
120.0 |
|
|
$ |
54.2 |
|
|
$ |
174.2 |
|
Environmental charge (see Note 12) |
|
|
|
|
|
|
(16.0 |
) |
|
|
(16.0 |
) |
Noncash expenses |
|
|
(14.6 |
) |
|
|
(32.1 |
) |
|
|
(46.7 |
) |
Cash expenditures |
|
|
(22.1 |
) |
|
|
(.4 |
) |
|
|
(22.5 |
) |
Currency translation adjustment |
|
|
(1.9 |
) |
|
|
|
|
|
|
(1.9 |
) |
|
Accrual Balance at 31 March 2009 |
|
$ |
81.4 |
|
|
$ |
5.7 |
|
|
$ |
87.1 |
|
|
4. 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.
For additional historical information on these discontinued operations, refer to the Companys 2008
annual report on Form 10-K.
8
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 |
) |
|
Details of balance sheet items for the U.S. Healthcare business are summarized below:
|
|
|
|
|
|
|
|
|
|
|
31 March 2009 |
|
30 September 2008 |
|
Trade receivables, less allowances |
|
$ |
38.3 |
|
|
$ |
47.7 |
|
Inventories |
|
|
5.7 |
|
|
|
7.2 |
|
Prepaid expenses |
|
|
1.4 |
|
|
|
1.4 |
|
Other receivables |
|
|
|
|
|
|
.2 |
|
|
Total Current Assets |
|
$ |
45.4 |
|
|
$ |
56.5 |
|
|
|
|
|
|
|
|
|
|
|
Plant and equipment, net |
|
$ |
12.1 |
|
|
$ |
58.7 |
|
Other noncurrent assets |
|
|
.2 |
|
|
|
|
|
|
Total Noncurrent Assets |
|
$ |
12.3 |
|
|
$ |
58.7 |
|
|
|
|
|
|
|
|
|
|
|
Payables and accrued liabilities |
|
$ |
8.4 |
|
|
$ |
6.8 |
|
Current portion long-term debt |
|
|
.8 |
|
|
|
1.0 |
|
|
Total Current Liabilities |
|
$ |
9.2 |
|
|
$ |
7.8 |
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
$ |
.8 |
|
|
$ |
1.2 |
|
|
Total Noncurrent Liabilities |
|
$ |
.8 |
|
|
$ |
1.2 |
|
|
9
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.
5. FINANCIAL INSTRUMENTS
Currency Price Risk Management
The Companys earnings, cash flows, and financial position are exposed to foreign currency risk
from foreign currency denominated transactions and net investments in foreign operations. It is
the policy of the Company to minimize its cash flow exposure to adverse changes in currency and
exchange rates. This is accomplished by identifying and evaluating the risk that the Companys
cash flows will decline in value due to changes in exchange rates, and by determining the
appropriate strategies necessary to manage such exposures. The Companys objective is to maintain
economically balanced currency risk management strategies that provide adequate downside
protection.
Forward Exchange Contracts
The Company enters into forward exchange contracts to reduce the cash flow exposure to foreign
currency fluctuations associated with highly anticipated cash flows and certain firm commitments
such as the purchase of plant and equipment. Forward exchange contracts are also used to hedge the
value of investments in certain foreign subsidiaries and affiliates by creating a liability in a
currency in which the Company has a net equity position.
The Company recognizes these derivatives on the balance sheet at fair value. On the date the
derivative instrument is entered into, the Company generally designates the derivative as either
(1) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid
related to a recognized asset or liability (cash flow hedge), (2) a hedge of a net investment in a
foreign operation (net investment hedge), or (3) a hedge of the fair value of a recognized asset or
liability or of an unrecognized firm commitment (fair value hedge).
In addition to the foreign exchange contracts that are designated as hedges under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133), the Company also
utilizes forward exchange contracts that are not designated as hedges. These contracts are used to
hedge foreign currency-denominated monetary assets and liabilities, primarily intercompany loans
and working capital. The primary objective of these forward contracts is to protect the value of
foreign currency-denominated monetary assets and liabilities from the effects of volatility in
foreign exchange rates that might occur prior to their receipt or settlement.
Option Contracts
The Company enters into option contracts to reduce the cash flow exposure to foreign currency
fluctuations associated with highly anticipated export sales transactions. The Company recognizes
these derivatives on the balance sheet at fair value. On the date the derivative instrument is
entered into, the Company designates these derivatives as cash flow hedges.
10
The table below summarizes the Companys outstanding currency price risk management instruments as
of 31 March 2009 and 30 September 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March 2009 |
|
30 September 2008 |
|
|
US$ |
|
Years Average |
|
US$ |
|
Years Average |
|
|
Notional |
|
Maturity |
|
Notional |
|
Maturity |
|
Forward exchange contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges |
|
$ |
654.4 |
|
|
|
.5 |
|
|
$ |
824.5 |
|
|
|
.6 |
|
Net investment hedges |
|
|
745.8 |
|
|
|
3.5 |
|
|
|
749.5 |
|
|
|
4.0 |
|
Fair value hedges |
|
|
5.0 |
|
|
|
.1 |
|
|
|
10.3 |
|
|
|
.3 |
|
Hedges not designated under SFAS No. 133 |
|
|
1,369.4 |
|
|
|
.4 |
|
|
|
1,282.8 |
|
|
|
.3 |
|
|
Total forward exchange contracts |
|
$ |
2,774.6 |
|
|
|
1.3 |
|
|
$ |
2,867.1 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges |
|
$ |
16.8 |
|
|
|
.4 |
|
|
$ |
26.0 |
|
|
|
.3 |
|
|
Total options |
|
$ |
16.8 |
|
|
|
.4 |
|
|
$ |
26.0 |
|
|
|
.3 |
|
|
In addition to the above, the Company uses foreign currency denominated debt and net liability
positions primarily in European U.S. dollar functional entities to hedge the foreign currency
exposures of the Companys net investment in certain foreign affiliates. The foreign currency
denominated debt includes the 1,450.0 Eurobonds due in 2010 through 2017, and the net liability
positions include 250.6 and £152.9 at 31 March 2009 and 218.4 and £110.8 at 30 September 2008.
These non-U.S. dollar borrowings and net liability positions are designated as hedges of net
investments.
Debt Portfolio Management
It is the policy of the Company to identify on a continuing basis the need for debt capital and
evaluate the financial risks inherent in funding the Company with debt capital. Reflecting the
result of this ongoing review, the debt portfolio and hedging program of the Company are managed
with the objectives and intent to (1) reduce funding risk with respect to borrowings made by the
Company to preserve the Companys access to debt capital and provide debt capital as required for
funding and liquidity purposes, and (2) manage the aggregate interest rate risk and the debt
portfolio in accordance with certain debt management parameters.
Interest Rate Swap Contracts
The Company enters into interest rate swap contracts to change the fixed/variable interest rate
mix of its debt portfolio in order to maintain the percentage of fixed-and variable-rate debt
within the parameters set by management. In accordance with these parameters, the agreements are
used to optimize interest rate risks and costs inherent in the Companys debt portfolio. In
addition, the Company may use interest rate swap agreements to hedge the interest rate on
anticipated fixed-rate debt issuance. The notional amount of the interest rate swap agreements is
equal to or less than the designated debt instrument being hedged. When variable-rate debt is
hedged, the variable-rate indices of the swap instruments and the debt to which they are designated
are the same. It is the Companys policy not to enter into any interest rate swap contracts which
lever a move in interest rates on a greater than one-to-one basis.
Cross Currency Interest Rate Swap Contracts
The Company also enters into cross currency interest rate swap contracts. These contracts may
entail both the exchange of fixed- and floating-rate interest payments periodically over the life
of the agreement and the exchange of one currency for another currency at inception and at a
specified future date. These contracts effectively convert the currency denomination of a debt
instrument into another currency in which the Company has a net equity position while changing the
interest rate characteristics of the instrument. The contracts are used to hedge intercompany and
third-party borrowing transactions and certain net investments in foreign operations.
11
The following table summarizes the interest rate swaps and cross currency interest rate swaps
outstanding as of
31 March 2009 and 30 September 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March 2009 |
|
30 September 2008 |
|
|
US$ |
|
|
|
|
|
Average |
|
US$ |
|
|
|
|
|
Average |
|
|
Notional |
|
Pay % |
|
Receive % |
|
Notional |
|
Pay % |
|
Receive % |
|
Interest rate swaps
(fair value hedges) |
|
$ |
313.7 |
|
|
6 month LIBOR |
|
|
4.49 |
% |
|
$ |
321.9 |
|
|
6 month LIBOR |
|
|
4.49 |
% |
Cross currency
interest rate swaps
(net investment
hedge) |
|
$ |
32.2 |
|
|
|
5.54 |
% |
|
|
5.48 |
% |
|
$ |
40.3 |
|
|
|
5.55 |
% |
|
|
3.89 |
% |
|
Commodity Price Risk Management
The Company has entered into a limited number of commodity swap contracts in order to reduce the
cash flow exposure to changes in the price of natural gas relative to certain oil-based feedstocks.
The Company has also entered into contracts hedging the cash flow exposure of changes in the
market price of certain metals which are raw materials used in the fabrication of certain
industrial gas equipment with the overall intent of locking in, or minimizing its exposure to these
base metals. As of 31 March 2009, there are no outstanding contracts hedging the changes in the
market price of metals.
The table below summarizes the Companys outstanding commodity contracts as of 31 March 2009 and 30
September 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March 2009 |
|
30 September 2008 |
|
|
|
|
|
|
Years Average |
|
|
|
|
|
Years Average |
|
|
US$ Notional |
|
Maturity |
|
US$ Notional |
|
Maturity |
|
Energy |
|
$ |
49.1 |
|
|
|
.8 |
|
|
$ |
72.6 |
|
|
|
.8 |
|
Metals |
|
|
|
|
|
|
|
|
|
|
4.2 |
|
|
|
.2 |
|
|
Total commodity contracts |
|
$ |
49.1 |
|
|
|
.8 |
|
|
$ |
76.8 |
|
|
|
.8 |
|
|
12
The table below summarizes the fair value and balance sheet location of the Companys outstanding
derivatives at 31 March 2009 and 30 September 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
30 September |
|
|
|
|
|
31 March |
|
30 September |
|
|
|
|
|
|
2009 |
|
2008 |
|
|
|
|
|
2009 |
|
2008 |
|
|
Balance Sheet |
|
|
|
|
|
|
|
|
|
Balance Sheet |
|
|
|
|
|
|
Location |
|
Fair Value |
|
Fair Value |
|
Location |
|
Fair Value |
|
Fair Value |
|
Derivatives
designated as
hedging instruments
under SFAS No. 133: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange
contracts |
|
Other Receivables |
|
$ |
34.5 |
|
|
$ |
23.4 |
|
|
Accrued Liabilities |
|
$ |
37.7 |
|
|
$ |
24.4 |
|
Interest rate swap
contracts |
|
Other Receivables |
|
|
6.5 |
|
|
|
|
|
|
Accrued Liabilities |
|
|
|
|
|
|
|
|
Commodity swap
contracts |
|
Other Receivables |
|
|
15.4 |
|
|
|
5.9 |
|
|
Accrued Liabilities |
|
|
12.6 |
|
|
|
2.5 |
|
Currency option
contracts |
|
Other Receivables |
|
|
2.1 |
|
|
|
1.7 |
|
|
Accrued Liabilities |
|
|
|
|
|
|
|
|
Cross currency
interest rate swap
contracts |
|
Other Receivables |
|
|
|
|
|
|
1.2 |
|
|
Accrued Liabilities |
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
Other Noncurrent Assets |
|
|
54.0 |
|
|
|
19.6 |
|
|
Other Noncurrent Liabilities |
|
|
30.6 |
|
|
|
29.8 |
|
Interest rate swap contracts |
|
Other Noncurrent Assets |
|
|
8.4 |
|
|
|
4.4 |
|
|
Other Noncurrent Liabilities |
|
|
|
|
|
|
3.5 |
|
Commodity swap contracts |
|
Other Noncurrent Assets |
|
|
|
|
|
|
1.8 |
|
|
Other Noncurrent Liabilities |
|
|
|
|
|
|
.4 |
|
Cross currency interest rate swap contracts |
|
Other Noncurrent Assets |
|
|
.7 |
|
|
|
|
|
|
Other Noncurrent Liabilities |
|
|
|
|
|
|
|
|
|
Total derivatives
designated as
hedging instruments
under SFAS No. 133 |
|
|
|
|
|
$ |
121.6 |
|
|
$ |
58.0 |
|
|
|
|
|
|
$ |
80.9 |
|
|
$ |
60.6 |
|
|
Derivatives not
designated as
hedging instruments
under SFAS No.
133: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange
contracts |
|
Other Receivables |
|
$ |
19.6 |
|
|
$ |
10.2 |
|
|
Accrued Liabilities |
|
$ |
46.6 |
|
|
$ |
55.0 |
|
|
Total derivatives
not designated as
hedging instruments
under SFAS No. 133 |
|
|
|
|
|
$ |
19.6 |
|
|
$ |
10.2 |
|
|
|
|
|
|
$ |
46.6 |
|
|
$ |
55.0 |
|
|
Total Derivatives |
|
|
|
|
|
$ |
141.2 |
|
|
$ |
68.2 |
|
|
|
|
|
|
$ |
127.5 |
|
|
$ |
115.6 |
|
|
Refer to Note 6 for SFAS No. 157, Fair Value Measurements, which defines fair value, establishes
a method for measuring fair value, provides additional disclosures regarding fair value
measurements, and discusses the Companys counterparty risk.
13
The following details summarize the accounting treatment of the Companys cash flow, fair value,
net investment, and non-designated hedges:
|
|
|
Changes in the fair value of a derivative that is designated as and meets all the
required criteria for a cash flow hedge are recorded in accumulated OCI and then recognized
in earnings when the hedged items affect earnings. |
|
|
|
|
Changes in the fair value of a derivative that is designated as and meets all the
required criteria for a fair value hedge, along with the gain or loss on the hedged asset
or liability that is attributable to the hedged risk, are recorded in current period
earnings. |
|
|
|
|
Changes in the fair value of a derivative, foreign currency debt, or other foreign
currency liabilities that are designated as and meet all the required criteria for a hedge
of a net investment are recorded as translation adjustments in accumulated OCI. |
|
|
|
|
Changes in the fair value of a derivative that is not designated as a hedge are recorded
immediately in earnings. |
The tables below summarize the information related to our cash flow, net investment, and
non-designated hedges during the three and six month periods ended 31 March 2009 and 31 March 2008.
The outstanding fair value hedges for these time periods are not material.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended 31 March 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross |
|
|
|
|
|
|
|
|
Forward |
|
Commodity |
|
Currency |
|
Currency |
|
Foreign |
|
|
|
|
|
|
Exchange |
|
Swap |
|
Option |
|
Interest Rate |
|
Currency |
|
Net Liability |
|
|
|
|
Contracts |
|
Contracts |
|
Contracts |
|
Swaps |
|
Debt |
|
Positions |
|
Total |
|
Cash Flow Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in OCI
(effective portion) |
|
$ |
4.4 |
|
|
$ |
(2.6 |
) |
|
$ |
(.6 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1.2 |
|
Net gain (loss)
reclassified from OCI
to sales (effective
portion) |
|
|
|
|
|
|
1.2 |
|
|
|
.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.0 |
|
Net gain (loss)
reclassified from OCI
to cost of sales
(effective portion) |
|
|
.2 |
|
|
|
(.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
.1 |
|
Net gain (loss) from
OCI to other (income)
expense (ineffective
portion) |
|
|
(.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(.1 |
) |
|
Net Investment Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in OCI |
|
$ |
(7.6 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
(.2 |
) |
|
$ |
(57.8 |
) |
|
$ |
(28.0 |
) |
|
$ |
(93.6 |
) |
Net gain (loss)
reclassified from OCI
to other (income)
expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-designated Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in other
(income) expense (a) |
|
$ |
32.1 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
32.1 |
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended 31 March 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross |
|
|
|
|
|
|
|
|
Forward |
|
Commodity |
|
Currency |
|
Currency |
|
Foreign |
|
Net |
|
|
|
|
Exchange |
|
Swap |
|
Option |
|
Interest Rate |
|
Currency |
|
Liability |
|
|
|
|
Contracts |
|
Contracts |
|
Contracts |
|
Swaps |
|
Debt |
|
Positions |
|
Total |
|
Cash Flow Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in OCI
(effective portion) |
|
$ |
1.9 |
|
|
$ |
1.9 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3.8 |
|
Net gain (loss)
reclassified from OCI
to sales (effective
portion) |
|
|
(.7 |
) |
|
|
(.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(.9 |
) |
Net gain (loss)
reclassified from OCI
to cost of sales
(effective portion) |
|
|
3.9 |
|
|
|
(.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5 |
|
Net gain (loss) from
OCI to other (income)
expense (ineffective
portion) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in OCI |
|
$ |
24.3 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(.6 |
) |
|
$ |
58.5 |
|
|
$ |
108.4 |
|
|
$ |
190.6 |
|
Net gain (loss)
reclassified from OCI
to other (income)
expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-designated Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in other
(income) expense (a) |
|
$ |
(15.5 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(15.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended 31 March 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross |
|
|
|
|
|
|
|
|
Forward |
|
Commodity |
|
Currency |
|
Currency |
|
Foreign |
|
Net |
|
|
|
|
Exchange |
|
Swap |
|
Option |
|
Interest Rate |
|
Currency |
|
Liability |
|
|
|
|
Contracts |
|
Contracts |
|
Contracts |
|
Swaps |
|
Debt |
|
Positions |
|
Total |
|
Cash Flow Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in OCI
(effective portion) |
|
$ |
7.1 |
|
|
$ |
1.1 |
|
|
$ |
(1.3 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
6.9 |
|
Net gain (loss)
reclassified from OCI
to sales (effective
portion) |
|
|
(3.6 |
) |
|
|
1.5 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.1 |
) |
Net gain (loss)
reclassified from OCI
to cost of sales
(effective portion) |
|
|
.1 |
|
|
|
(.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) from
OCI to other (income)
expense (ineffective
portion) |
|
|
(.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(.1 |
) |
|
Net Investment Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in OCI |
|
$ |
(21.1 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
(4.8 |
) |
|
$ |
(72.7 |
) |
|
$ |
(70.7 |
) |
|
$ |
(169.3 |
) |
Net gain (loss)
reclassified from OCI
to other (income)
expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-designated Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in other
(income) expense (a) |
|
$ |
9.4 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
9.4 |
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended 31 March 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross |
|
|
|
|
|
|
|
|
Forward |
|
Commodity |
|
Currency |
|
Currency |
|
Foreign |
|
Net |
|
|
|
|
Exchange |
|
Swap |
|
Option |
|
Interest Rate |
|
Currency |
|
Liability |
|
|
|
|
Contracts |
|
Contracts |
|
Contracts |
|
Swaps |
|
Debt |
|
Positions |
|
Total |
|
Cash Flow Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in OCI
(effective portion) |
|
$ |
6.8 |
|
|
$ |
2.8 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
9.6 |
|
Net gain (loss)
reclassified from OCI
to sales (effective
portion) |
|
|
(1.8 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.9 |
) |
Net gain (loss)
reclassified from OCI
to cost of sales
(effective portion) |
|
|
4.5 |
|
|
|
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5 |
|
Net gain (loss) from
OCI to other (income)
expense (ineffective
portion) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in OCI |
|
$ |
23.9 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(1.3 |
) |
|
$ |
146.5 |
|
|
$ |
66.6 |
|
|
$ |
235.7 |
|
Net gain (loss)
reclassified from OCI
to other (income)
expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-designated Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss
recognized in other
(income) expense (a) |
|
$ |
(8.2 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(8.2 |
) |
|
(a) |
|
The impact of the non-designated hedges noted above was largely offset by gains and losses,
respectively, resulting from the impact of changes in exchange rates on recognized assets and
liabilities denominated in non-functional currencies. |
Credit Risk-Related Contingent Features
Certain derivative instruments are executed under agreements that require the Company to maintain a
credit rating of at least A- from Standard & Poors and A3 from Moodys. If the Companys credit
rating falls below these levels, the counterparty to the derivative instruments has the right to
request full collateralization on the derivatives net liability position. The net liability
position of derivatives with credit risk-related contingent features is $2.6 and $21.5 as of 31
March 2009 and 30 September 2008, respectively. Because of the Companys current credit rating of
A from Standard & Poors and A2 from Moodys, no collateral has been posted on these liability
positions.
Counterparty Credit Risk Management
The Company executes all derivative transactions with counterparties that are highly rated
financial institutions, and all of which are investment grade at this time. Some of the Companys
underlying derivative agreements give the Company the right to require the institution to post
collateral if its credit rating falls below A- from Standard & Poors or A3 from Moodys. These
are the same agreements referenced in Credit Risk-Related Contingent Features above. The collateral
that the counterparties would be required to post is $66.1 as of 31 March 2009 and $14.1 as of
30 September 2008. No financial institution is required to post collateral at this time, as all
have credit ratings at or above the threshold.
16
6. FAIR VALUE MEASUREMENTS
As discussed in Note 2 on New Accounting Standards, the Company adopted SFAS No. 157 as of 1
October 2008, with the exception of the application of the Statement to nonrecurring nonfinancial
assets and nonfinancial liabilities, for which adoption has been delayed until 1 October 2009.
SFAS No. 157 defines fair value as an exit price (i.e., the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date). SFAS No. 157 establishes a three-level fair value hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value.
|
|
|
Level 1 Quoted prices (unadjusted) in active markets for identical assets or
liabilities. |
|
|
|
|
Level 2 Inputs that are observable for the asset or liability, either directly or
indirectly through market corroboration, for substantially the full term of the asset or
liability. |
|
|
|
|
Level 3 Inputs that are unobservable for the asset or liability based on the Companys
own assumptions (about the assumptions market participants would use in pricing the asset
or liability). |
The following table summarizes assets and liabilities measured at fair value on a recurring basis
in the consolidated balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March 2009 |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Assets at Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements |
|
$ |
14.9 |
|
|
$ |
|
|
|
$ |
14.9 |
|
|
$ |
|
|
Cross currency interest rate
swap contracts |
|
|
.7 |
|
|
|
|
|
|
|
.7 |
|
|
|
|
|
Currency option contracts |
|
|
2.1 |
|
|
|
|
|
|
|
2.1 |
|
|
|
|
|
Forward exchange contracts |
|
|
108.1 |
|
|
|
|
|
|
|
108.1 |
|
|
|
|
|
Commodity swap contracts |
|
|
15.4 |
|
|
|
|
|
|
|
15.4 |
|
|
|
|
|
Other investments (b) |
|
|
14.3 |
|
|
|
14.3 |
|
|
|
|
|
|
|
|
|
|
Total Assets at Fair Value |
|
$ |
155.5 |
|
|
$ |
14.3 |
|
|
$ |
141.2 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward exchange contracts |
|
$ |
114.9 |
|
|
$ |
|
|
|
$ |
114.9 |
|
|
$ |
|
|
Commodity swap contracts |
|
|
12.6 |
|
|
|
|
|
|
|
12.6 |
|
|
|
|
|
|
Total Liabilities at Fair Value |
|
$ |
127.5 |
|
|
$ |
|
|
|
$ |
127.5 |
|
|
$ |
|
|
|
(a) |
|
The fair value of the Companys interest rate swap agreements and foreign exchange contracts
are based on estimates using standard pricing models that take into account the present value
of future cash flows as of the balance sheet date. The computation of the fair values of
these instruments is generally performed by the Company. These standard pricing models
utilize inputs which are derived from or corroborated by observable market data such as
interest rate yield curves and currency spot and forward rates. In addition, on an ongoing
basis, the Company randomly tests a subset of its valuations against valuations received from
the counterparty to the transaction to validate the accuracy of its standard pricing models.
The fair value of commodity swaps is based on current market price as provided by the
financial institutions with which the commodity swaps have been executed. Counterparties to
these derivative contracts are highly rated financial institutions none of which experienced
significant downgrades since 30 September 2008 that could reduce the receivable amount
collectible. |
(b) |
|
The fair value of other investments in publicly traded companies is based on quoted market
prices from the New York and Tokyo stock exchanges. |
Refer to Note 1 in the Companys 2008 annual report on Form 10-K and Note 5 in this quarterly
filing for additional information on the Companys accounting and reporting of the fair value of
financial instruments.
17
7. INVENTORIES
The components of inventories are as follows:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
30 September |
|
|
2009 |
|
2008 |
|
Inventories at FIFO Cost |
|
|
|
|
|
|
|
|
Finished goods |
|
$ |
389.1 |
|
|
$ |
365.1 |
|
Work in process |
|
|
22.7 |
|
|
|
22.4 |
|
Raw materials and supplies |
|
|
173.5 |
|
|
|
183.5 |
|
|
|
|
|
585.3 |
|
|
|
571.0 |
|
Less: excess of FIFO cost over LIFO cost |
|
|
(78.7 |
) |
|
|
(67.3 |
) |
|
|
|
$ |
506.6 |
|
|
$ |
503.7 |
|
|
FIFO cost approximates replacement cost. The Companys inventories have a high turnover, and as a
result, there is little difference between the original cost of an item and its current replacement
cost.
8. GOODWILL
Changes to the carrying amount of consolidated goodwill by segment for the six months ended 31
March 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition |
|
Currency |
|
|
|
|
30 September |
|
and |
|
Translation |
|
31 March |
|
|
2008 |
|
Adjustments |
|
and Other |
|
2009 |
|
Merchant Gases |
|
$ |
626.5 |
|
|
$ |
1.4 |
|
|
$ |
(96.7 |
) |
|
$ |
531.2 |
|
Tonnage Gases |
|
|
18.0 |
|
|
|
|
|
|
|
(4.5 |
) |
|
|
13.5 |
|
Electronics and Performance Materials |
|
|
283.6 |
|
|
|
(.9 |
) |
|
|
(16.2 |
) |
|
|
266.5 |
|
|
|
|
$ |
928.1 |
|
|
$ |
.5 |
|
|
$ |
(117.4 |
) |
|
$ |
811.2 |
|
|
Goodwill is subject to impairment testing at least annually. In addition, goodwill is tested more
frequently if a change in circumstances or the occurrence of events indicates that potential
impairment exists.
9. SHARE-BASED COMPENSATION
The Company has various share-based compensation programs, which include stock options, deferred
stock units, and restricted shares. During the six months ended 31 March 2009, the Company granted
2.0 million stock options at a weighted-average exercise price of $66.90 and an estimated fair
value of $20.86 per option. The fair value of these options was estimated using a lattice-based
option valuation model that used the following assumptions: expected volatility of 31.2%; expected
dividend yield of 2.1%; expected life in years of 6.7-8.0; and a risk-free interest rate of
3.5%-3.9%. In addition, the Company granted 379,961 deferred stock units at a weighted-average
grant-date fair value of $52.12 and 40,092 restricted shares at a weighted-average grant-date fair
value of $64.01. Refer to Note 15 in the Companys 2008 annual report on Form 10-K for information
on the valuation and accounting for these programs.
Share-based compensation cost charged against income in the three and six months ended 31 March
2009 was $12.7 ($7.8 after-tax) and $30.1 ($18.5 after-tax), respectively. Of the share-based
compensation cost recognized, 77% was a component of selling and administrative expense, 14% a
component of cost of sales, and 9% a component of research and development. Share-based
compensation cost charged against income in the three and six months ended 31 March 2008 was $16.0
($9.9 after-tax) and $33.0 ($20.3 after-tax), respectively. The amount of share-based compensation
cost capitalized in 2009 and 2008 was not material.
18
10. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (EPS):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
31 March |
|
31 March |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
NUMERATOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Used in basic and diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
189.3 |
|
|
$ |
259.8 |
|
|
$ |
279.3 |
|
|
$ |
522.1 |
|
Income (loss) from discontinued operations |
|
|
16.3 |
|
|
|
54.5 |
|
|
|
(5.1 |
) |
|
|
55.9 |
|
|
Net Income |
|
$ |
205.6 |
|
|
$ |
314.3 |
|
|
$ |
274.2 |
|
|
$ |
578.0 |
|
|
DENOMINATOR (in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares used in
basic EPS |
|
|
209.6 |
|
|
|
212.3 |
|
|
|
209.5 |
|
|
|
213.6 |
|
Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock options |
|
|
1.7 |
|
|
|
5.8 |
|
|
|
1.7 |
|
|
|
6.1 |
|
Other award plans |
|
|
1.0 |
|
|
|
1.1 |
|
|
|
1.0 |
|
|
|
1.1 |
|
|
|
|
|
2.7 |
|
|
|
6.9 |
|
|
|
2.7 |
|
|
|
7.2 |
|
|
Weighted average number of common shares and dilutive
potential common shares used in diluted EPS |
|
|
212.3 |
|
|
|
219.2 |
|
|
|
212.2 |
|
|
|
220.8 |
|
|
BASIC EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
.90 |
|
|
$ |
1.22 |
|
|
$ |
1.33 |
|
|
$ |
2.45 |
|
Income (loss) from discontinued operations |
|
|
.08 |
|
|
|
.26 |
|
|
|
(.02 |
) |
|
|
.26 |
|
|
Net Income |
|
$ |
.98 |
|
|
$ |
1.48 |
|
|
$ |
1.31 |
|
|
$ |
2.71 |
|
|
DILUTED EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
.89 |
|
|
$ |
1.18 |
|
|
$ |
1.32 |
|
|
$ |
2.37 |
|
Income (loss) from discontinued operations |
|
|
.08 |
|
|
|
.25 |
|
|
|
(.03 |
) |
|
|
.25 |
|
|
Net Income |
|
$ |
.97 |
|
|
$ |
1.43 |
|
|
$ |
1.29 |
|
|
$ |
2.62 |
|
|
Options on 8.6 and 8.7 million shares were antidilutive and therefore excluded from the computation
of diluted earnings per share for the three and six months ended 31 March 2009, respectively.
Options on 1.2 million shares were antidilutive and therefore excluded from the computation for the
three and six months ended 31 March 2008.
19
11. RETIREMENT BENEFITS
The components of net pension cost for the defined benefit pension plans and other postretirement
benefit cost were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended 31 March |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
Pension Benefits |
|
Other Benefits |
|
Service cost |
|
$ |
14.7 |
|
|
$ |
19.6 |
|
|
$ |
.8 |
|
|
$ |
1.5 |
|
Interest cost |
|
|
45.2 |
|
|
|
45.5 |
|
|
|
1.7 |
|
|
|
1.4 |
|
Expected return on plan assets |
|
|
(49.6 |
) |
|
|
(52.0 |
) |
|
|
|
|
|
|
|
|
Prior service cost (credit) amortization |
|
|
1.0 |
|
|
|
.8 |
|
|
|
(.3 |
) |
|
|
(.3 |
) |
Actuarial loss amortization |
|
|
3.6 |
|
|
|
9.8 |
|
|
|
(.1 |
) |
|
|
.4 |
|
Settlement and curtailment charges |
|
|
|
|
|
|
26.3 |
|
|
|
|
|
|
|
|
|
Special termination benefits |
|
|
.2 |
|
|
|
.5 |
|
|
|
|
|
|
|
|
|
Other |
|
|
.7 |
|
|
|
.1 |
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
15.8 |
|
|
$ |
50.6 |
|
|
$ |
2.1 |
|
|
$ |
3.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended 31 March |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
Pension Benefits |
|
Other Benefits |
|
Service cost |
|
$ |
29.8 |
|
|
$ |
39.2 |
|
|
$ |
2.3 |
|
|
$ |
3.0 |
|
Interest cost |
|
|
91.0 |
|
|
|
91.2 |
|
|
|
3.1 |
|
|
|
2.9 |
|
Expected return on plan assets |
|
|
(98.6 |
) |
|
|
(104.1 |
) |
|
|
|
|
|
|
|
|
Prior service cost (credit) amortization |
|
|
2.0 |
|
|
|
1.6 |
|
|
|
(.7 |
) |
|
|
(.7 |
) |
Actuarial loss amortization |
|
|
7.4 |
|
|
|
19.7 |
|
|
|
.3 |
|
|
|
.8 |
|
Settlement and curtailment charges |
|
|
|
|
|
|
27.7 |
|
|
|
|
|
|
|
|
|
Special termination benefits |
|
|
14.8 |
|
|
|
.5 |
|
|
|
|
|
|
|
|
|
Other |
|
|
.8 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
47.2 |
|
|
$ |
76.8 |
|
|
$ |
5.0 |
|
|
$ |
6.0 |
|
|
Special termination benefits for the six months ended 31 March 2009 included $14.4 for the global
cost reduction plan.
For the six months ended 31 March 2009, pension contributions of $153.5 were made. Total
contributions for 2009 are expected to be approximately $175. For the six months ended 31 March
2008, pension contributions of $118.3 were made. During 2008, total
contributions were $234.0.
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.
20
12. COMMITMENTS AND CONTINGENCIES
Litigation
The Company is involved in various legal proceedings, including competition, environmental, health,
safety, product liability, and insurance matters. In the third quarter of 2008, a unit of the
Brazilian Ministry of Justice issued a report (previously issued in January 2007, and then
withdrawn) on its investigation of the Companys Brazilian subsidiary, Air Products Brazil Ltda.,
and several other Brazilian industrial gas companies. The report recommended that the Brazilian
Administrative Council for Economic Defense impose sanctions on Air Products Brazil Ltda. and the
other industrial gas companies for alleged anticompetitive activities. The Company intends to
defend this action and cannot, at this time, reasonably predict the ultimate outcome of the
proceedings or sanctions, if any, that will be imposed. While the Company does not expect that any
sums it may have to pay in connection with this or any other legal proceeding would have a
materially adverse effect on its consolidated financial position or net cash flows, a future charge
for regulatory fines or damage awards could have a significant impact on the Companys net income
in the period in which it is recorded.
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.
Environmental
Accruals for environmental loss contingencies are recorded when it is probable that a liability has
been incurred and the amount of loss can be reasonably estimated. The consolidated balance sheet
at 31 March 2009 and 30 September 2008 included an accrual of $96.1 and $82.9, respectively,
primarily as part of other noncurrent liabilities. The environmental liabilities will be paid over
a period of up to 30 years. The Company estimates the exposure for environmental loss contingencies
to range from $96 to a reasonably possible upper exposure of $110 as of 31 March 2009.
During the first quarter of 2009, the Company recognized a $16.0 environmental liability associated
with a production facility. The Company is required by state law to investigate and remediate a
site upon its sale. In the first quarter of 2009, management committed to a plan to sell this
facility. The Company estimates that it will take at least several years to
complete the remediation efforts at this site.
Refer to Note 19 to the Consolidated Financial Statements in the Companys 2008 annual report on
Form 10-K for information on the Companys environmental accruals related to the Pace, Florida and
Piedmont, S.C. facilities. At 31 March 2009, the accrual balances associated with the Pace,
Florida and Piedmont, S.C. facilities totaled $38.7 and $22.7, respectively.
21
13. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION
The Companys segments are organized based on differences in product and/or type of customer. The
Company has four business segments consisting of Merchant Gases, Tonnage Gases, Electronics and
Performance Materials, and Equipment and Energy.
Business Segment Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
31 March |
|
31 March |
|
|
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 (a) |
|
|
|
|
|
|
|
|
|
|
(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 |
|
|
2009 |
|
2008 |
|
Identifiable Assets (b) |
|
|
|
|
|
|
|
|
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) |
|
Information about this charge at the segment level is discussed in Note 3. |
|
(b) |
|
Identifiable assets are equal to total assets less investments in and advances to equity
affiliates. |
22
Geographic Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
31 March |
|
31 March |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
Revenues from External Customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
978.8 |
|
|
$ |
1,231.6 |
|
|
$ |
2,089.3 |
|
|
$ |
2,378.2 |
|
Europe |
|
|
662.2 |
|
|
|
856.6 |
|
|
|
1,379.6 |
|
|
|
1,664.1 |
|
Asia |
|
|
270.1 |
|
|
|
403.5 |
|
|
|
595.7 |
|
|
|
807.4 |
|
Latin America |
|
|
44.3 |
|
|
|
51.0 |
|
|
|
86.1 |
|
|
|
100.4 |
|
|
Total |
|
$ |
1,955.4 |
|
|
$ |
2,542.7 |
|
|
$ |
4,150.7 |
|
|
$ |
4,950.1 |
|
|
Geographic information is based on country of origin. The Europe segment operates principally in
Belgium, France, Germany, the Netherlands, Poland, the U.K. and Spain. The Asia segment operates
principally in China, Japan, Korea, and Taiwan.
14. SUPPLEMENTAL INFORMATION
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.
Industrial Revenue Bonds
During the
first quarter of 2009, the Company issued two Industrial Revenue Bonds totaling $80.0, the
proceeds of which must be held in escrow until related project spending occurs. As of 31 March
2009 and 30 September 2008, $139.1 and $181.2 were held in escrow from Industrial Revenue Bond
issuances and classified as other noncurrent assets, respectively.
23
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
(Millions of dollars, except for share data)
The disclosures in this quarterly report are complementary to those made in the Companys 2008
annual report on Form 10-K. An analysis of results for the second quarter and first six months of
2009, including an update to the Companys 2009 Outlook, is provided in the Managements Discussion
and Analysis to follow.
All comparisons in the discussion are to the corresponding prior year unless otherwise stated. All
amounts presented are in accordance with U.S. generally accepted accounting principles, except as
noted. All amounts are presented in millions of dollars, except for share data, unless otherwise
indicated.
SECOND QUARTER 2009 VS. SECOND QUARTER 2008
SECOND QUARTER 2009 IN SUMMARY
|
|
|
Declining business conditions around the world have created a challenging business
environment across the Companys end markets. As a result, volumes declined significantly
this quarter as many customers ran at reduced operating rates. |
|
|
|
|
Sales of $1,955.4 declined 23% from weaker volumes, unfavorable currency impacts, and
lower natural gas and raw material contractual cost pass-through. Underlying business
declined due to lower volumes primarily in the Electronics and Performance Materials
segment and also in the Tonnage Gases segment. Volumes were lower in the Merchant Gases
segment, but this decline was mostly offset by higher pricing. |
|
|
|
|
Operating income of $260.4 decreased $88.2. Operating income declined principally from
lower volumes and unfavorable currency impacts. Prior year results included a pension
settlement charge of $26.3 for the retirement of certain corporate officers and others who
were eligible for supplemental pension plan benefits. |
|
|
|
|
Income from continuing operations of $189.3 declined $70.5 and diluted earnings per
share from continuing operations of $.89 declined $.29. A summary table of changes in
diluted earnings per share is presented below. |
|
|
|
|
Income from discontinued operations was $16.3 or $.08 per share. The Company recognized
a one-time tax benefit of $16.7 ($.08 per share) to increase the tax benefit related to
previously recognized impairment charges associated with the U.S. Healthcare business. |
|
|
|
|
The Company increased the quarterly dividend from $.44 to $.45 per share. This
represents the 27th consecutive year that the Company has increased its dividend
payment. |
|
|
|
|
For a discussion of the challenges, risks, and opportunities on which management is
focused, refer to the update to the Companys 2009 Outlook provided on page 36. |
24
Changes in Diluted Earnings per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
31 March |
|
Increase |
|
|
2009 |
|
2008 |
|
(Decrease) |
|
Diluted Earnings per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
.97 |
|
|
$ |
1.43 |
|
|
$ |
(.46 |
) |
Discontinued Operations |
|
|
.08 |
|
|
|
.25 |
|
|
|
(.17 |
) |
|
Continuing Operations |
|
$ |
.89 |
|
|
$ |
1.18 |
|
|
$ |
(.29 |
) |
|
Operating Income (after-tax) |
|
|
|
|
|
|
|
|
|
|
|
|
Underlying business
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume |
|
|
|
|
|
|
|
|
|
|
(.52 |
) |
Price/raw materials |
|
|
|
|
|
|
|
|
|
|
.13 |
|
Costs |
|
|
|
|
|
|
|
|
|
|
.12 |
|
Currency |
|
|
|
|
|
|
|
|
|
|
(.11 |
) |
2008 Pension settlement |
|
|
|
|
|
|
|
|
|
|
.08 |
|
|
Operating Income |
|
|
|
|
|
|
|
|
|
|
(.30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (after-tax) |
|
|
|
|
|
|
|
|
|
|
|
|
Equity affiliates income |
|
|
|
|
|
|
|
|
|
|
(.05 |
) |
Interest expense |
|
|
|
|
|
|
|
|
|
|
.03 |
|
Average shares outstanding |
|
|
|
|
|
|
|
|
|
|
.03 |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
.01 |
|
|
Total Change in Diluted Earnings per Share
from Continuing Operations |
|
|
|
|
|
|
|
|
|
$ |
(.29 |
) |
|
RESULTS OF OPERATIONS
Discussion of Consolidated Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
|
Ended 31 March |
|
|
|
|
2009 |
|
2008 |
|
% Change |
|
Sales |
|
$ |
1,955.4 |
|
|
$ |
2,542.7 |
|
|
|
(23 |
)% |
Operating income |
|
|
260.4 |
|
|
|
348.6 |
|
|
|
(25 |
)% |
Equity affiliates income |
|
|
27.0 |
|
|
|
42.4 |
|
|
|
(36 |
)% |
|
Sales
|
|
|
|
|
|
|
% Change from |
|
|
Prior Year |
|
Underlying business |
|
|
|
|
Volume |
|
|
(13 |
)% |
Price |
|
|
2 |
% |
Currency |
|
|
(7 |
)% |
Natural gas/raw material cost pass-through |
|
|
(5 |
)% |
|
Total Consolidated Change |
|
|
(23 |
)% |
|
Sales of $1,955.4 decreased 23%, or $587.3. Underlying business declined 11% from lower volumes
due to weak demand across most end markets, primarily in the Electronics and Performance Materials
segment and also in the Tonnage Gases segment. Volumes were lower in Merchant Gases but this
decline was mostly offset by higher pricing. Currency unfavorably impacted sales by 7%, due
primarily to the strengthening of the U.S. dollar against key European and Asian currencies.
Natural gas and raw material contractual cost pass-through to customers reduced sales by 5%.
25
Operating Income
Operating income of $260.4 decreased 25%, or $88.2.
|
|
|
Underlying business declined $81, primarily from lower volumes in the Electronics and
Performance Materials, Tonnage Gases, and Merchant Gases segments. Weakening consumer
confidence, as a result of the deterioration in the global economy, significantly impacted
customers operating rates across many of the Companys end markets. The volume declines
were partially offset by higher prices in Merchant Gases and favorable cost performance. |
|
|
|
|
Unfavorable currency impacts reduced operating income by $33, reflecting the
strengthening of the U.S. dollar against key European and Asian currencies. |
|
|
|
|
Prior year results included a pension settlement charge of $26.3 for the retirements of
certain corporate officers and others who were eligible for supplemental pension plan
benefits. |
Equity Affiliates Income
Income from equity affiliates of $27.0 decreased 36%, or $15.4, primarily due to unfavorable
currency impacts and a prior year fine reversal. Results in 2008 included a gain of $6.5 related to
the reimbursement of an antitrust fine levied against an Italian affiliate in 2006. A higher court
overruled the Italian antitrust authority who levied the fine.
Selling and Administrative Expense (S&A)
S&A expense of $230.6 decreased 15%, or $41.5. S&A, as a percent of sales, increased to 11.8% from
10.7%. Favorable currency impacts, primarily the strengthening of the U.S. dollar against the Euro
and Pound Sterling, decreased S&A by 9%. S&A further declined 6% from lower underlying costs,
partially offset by inflation.
Research and Development (R&D)
R&D expense of $29.6 decreased 14%, or $4.7. R&D increased as a percent of sales to 1.5% from
1.3%.
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 for settlement losses in the three
months ended 31 March 2008. The Company expects to recognize settlement charges in the second half
of 2009.
Other Income, Net
Items recorded to other income arise from transactions and events not directly related to the
principal income earning activities of the Company.
Other income of $5.1 decreased $5.1. No individual items were significant in comparison to the
prior year.
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Ended 31 March |
|
|
2009 |
|
2008 |
|
Interest incurred |
|
$ |
34.9 |
|
|
$ |
45.5 |
|
Less: interest capitalized |
|
|
4.9 |
|
|
|
6.6 |
|
|
Interest expense |
|
$ |
30.0 |
|
|
$ |
38.9 |
|
|
Interest incurred decreased $10.6, primarily due to lower average interest rates on variable-rate
debt. The change in capitalized interest is driven by a decrease in project spending which
qualified for capitalization.
26
Effective Tax Rate
The effective tax rate equals the income tax provision divided by income from continuing operations
before taxes less minority interest. The effective tax rate was 26.0% and 25.3% in the second
quarter of 2009 and 2008, respectively.
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. Refer to Note 4 to the Consolidated Financial Statements for additional information.
U.S. Healthcare
The U.S. Healthcare business generated sales of $43.9 and loss from operations, net of tax, of $.6
in the second quarter of 2009. As a result of events occurring during the quarter, 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. Sales in the
second quarter of 2008 were $62.6 and loss from operations, net of tax, was $6.6.
Polymer Emulsions
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.
Net Income
Net income was $205.6 compared to $314.3. Diluted earnings per share was $.97 compared to $1.43.
A summary table of changes in earnings per share is presented on page 25.
Segment Analysis
Merchant Gases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
|
Ended 31 March |
|
|
|
|
2009 |
|
2008 |
|
% Change |
|
Sales |
|
$ |
870.4 |
|
|
$ |
1,008.7 |
|
|
|
(14 |
)% |
Operating income |
|
|
156.2 |
|
|
|
189.2 |
|
|
|
(17 |
)% |
Equity affiliates income |
|
|
25.1 |
|
|
|
36.7 |
|
|
|
(32 |
)% |
|
Merchant Gases Sales
|
|
|
|
|
|
|
% Change from |
|
|
Prior Year |
|
Underlying business |
|
|
|
|
Volume |
|
|
(8 |
)% |
Price |
|
|
6 |
% |
Currency |
|
|
(12 |
)% |
|
Total Merchant Gases Change |
|
|
(14 |
)% |
|
Sales of $870.4 decreased 14%, or $138.3. Sales decreased 12% from unfavorable currency impacts,
driven primarily by the strengthening of the U.S. dollar against key European and Asian currencies.
Underlying business declined by 2%, with volumes down 8% and pricing up 6%. Volumes declined as a
result of the downturn in global manufacturing. Price increases have been effective in all
regions, partially offsetting the weakness in volume.
27
In North America, sales decreased 10% driven by a slow manufacturing climate. Volumes declined 15%
and were especially impacted by lower argon and liquid hydrogen. Higher prices of 5% partially
offset the decline in volumes. In Europe, sales decreased 18%, mainly due to unfavorable currency
impacts of 17%. Volumes were lower by 7%, due to weak manufacturing demand across most end markets
and regions. Improved pricing added 6%. In Asia, sales declined by 17%. Volumes declined 12% as a
result of significantly lower demand from Electronics customers and from the overall manufacturing
slowdown in Asia. Unfavorable currency reduced sales by 10%, while improved pricing added 5%.
Merchant Gases Operating Income
Operating income of $156.2 decreased 17%, or $33.0. Volume declines of $58 and unfavorable
currency impacts of $24 reduced operating income. These declines were partially offset by higher
pricing net of variable costs of $27 and improved fixed cost performance of $22.
Merchant Gases Equity Affiliates Income
Merchant Gases equity affiliates income of $25.1 decreased 32%, or $11.6, driven by unfavorable
currency impacts and a prior year fine reversal. Overall volumes were flat as higher volumes in
Mexico offset lower volumes in other countries.
Tonnage Gases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
|
Ended 31 March |
|
|
|
|
2009 |
|
2008 |
|
% Change |
|
Sales |
|
$ |
624.6 |
|
|
$ |
867.2 |
|
|
|
(28 |
)% |
Operating income |
|
|
98.0 |
|
|
|
111.1 |
|
|
|
(12 |
)% |
|
Tonnage Gases Sales
|
|
|
|
|
|
|
% Change from |
|
|
Prior Year |
|
Underlying business |
|
|
|
|
Volume |
|
|
(7 |
)% |
Currency |
|
|
(6 |
)% |
Natural gas/raw material cost pass-through |
|
|
(15 |
)% |
|
Total Tonnage Gases Change |
|
|
(28 |
)% |
|
Sales of $624.6 decreased 28%, or $242.6. Natural gas and raw material contractual cost
pass-through to customers reduced sales by 15%. Underlying business declined by 7%. Volume
declines were due to reduced demand from steel and chemical customers. Unfavorable currency
effects reduced sales by 6%.
Tonnage Gases Operating Income
Operating income of $98.0 decreased 12%, or $13.1. Unfavorable currency reduced operating income
by $9. Underlying business declined by $4, primarily from reduced operating rates from steel and
chemical customers.
28
Electronics and Performance Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
|
Ended 31 March |
|
|
|
|
2009 |
|
2008 |
|
% Change |
|
Sales |
|
$ |
332.2 |
|
|
$ |
562.1 |
|
|
|
(41 |
)% |
Operating income (loss) |
|
|
(11.1 |
) |
|
|
67.6 |
|
|
|
(116 |
)% |
|
Electronics and Performance Materials Sales
|
|
|
|
|
|
|
% Change from |
|
|
Prior Year |
|
Underlying business |
|
|
|
|
Volume |
|
|
(38 |
)% |
Price |
|
|
|
|
Currency |
|
|
(3 |
)% |
|
Total Electronics and Performance
Materials Change |
|
|
(41 |
)% |
|
Sales of $332.2 decreased 41%, or $229.9. Volumes reduced sales by 38% and unfavorable currency
reduced sales by 3%. Electronics volumes decreased 41%, reflecting the dramatic global downturn in
semiconductor and flat panel capacity utilization that continued to worsen this quarter.
Performance Materials volumes declined by 31% reflecting weakened demand across end markets. Asia
continued to be the weakest region, followed by Europe and North America.
Electronics and Performance Materials Operating Loss
Operating loss was $11.1, primarily due to lower volumes. While costs in this business were
significantly reduced, the rapid contraction in Electronics specialty materials demand was
responsible for the overall segment losses in the quarter.
Equipment and Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
|
Ended 31 March |
|
|
|
|
2009 |
|
2008 |
|
% Change |
|
Sales |
|
$ |
128.2 |
|
|
$ |
104.7 |
|
|
|
22 |
% |
Operating income |
|
|
16.3 |
|
|
|
10.0 |
|
|
|
63 |
% |
|
Equipment and Energy Sales and Operating Income
Sales of $128.2 increased 22%, or $23.5, due to increased large air separation unit (ASU) activity.
Operating income of $16.3 increased $6.3, primarily due to favorable cost performance.
The sales backlog for the Equipment business at 31 March 2009 was $281, compared to $399 at 30
September 2008.
Other
Other operating income (loss) includes expense and income that cannot be directly associated with
the business segments, including foreign exchange gains and losses and interest income. Also
included are LIFO inventory adjustments, as the business segments use FIFO and the LIFO pool is
kept at corporate.
Other operating income was $1.0 compared to a loss of $3.0. No individual items were significant
in comparison to the prior year.
29
FIRST SIX MONTHS 2009 VS. FIRST SIX MONTHS 2008
FIRST SIX MONTHS 2009 IN SUMMARY
|
|
|
Declining business conditions around the world have unfavorably impacted the Companys
businesses. In response to these market conditions, the Company implemented a global cost
reduction plan to lower its cost structure and better align its businesses. The results
from continuing operations included a charge of $174.2 ($116.1 after-tax, or $.55 per
share) for this plan. |
|
|
|
|
Sales of $4,150.7 declined 16% from lower volumes, unfavorable currency impacts, and
lower natural gas and raw material contractual cost pass-through. Volumes declined
primarily in the Electronics and Performance Materials segment and also in the Tonnage
Gases segment, reflecting the weak market conditions. Volumes were also lower in Merchant
Gases; however, the decrease was offset by higher pricing. |
|
|
|
|
Operating income of $374.5 declined $354.5 principally from lower volumes, unfavorable
currency impacts, and the global cost reduction charge. Improved pricing in the Merchant
Gases segment partially offset this decline. Prior year results included a pension
settlement charge of $27.7 for the retirement of certain corporate officers and others who
were eligible for supplemental pension plan benefits. |
|
|
|
|
Income from continuing operations was $279.3 as compared to $522.1. Diluted earnings
per share from continuing operations of $1.32 declined $1.05. A summary table of changes
in diluted earnings per share is presented below. |
|
|
|
|
Loss from discontinued operations was $5.1. 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. The Company recognized tax benefits of
$25.5 ($.12 per share) related to previously recognized impairment charges associated with
the U.S. Healthcare business. |
|
|
|
|
The Company increased the quarterly dividend from $.44 to $.45 per share. This
represents the 27th consecutive year that the Company has increased its dividend
payment. |
|
|
|
|
For a discussion of the challenges, risks, and opportunities on which management is
focused, refer to the update to the Companys 2009 Outlook provided on page 36. |
30
Changes in Diluted Earnings per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
31 March |
|
Increase |
|
|
2009 |
|
2008 |
|
(Decrease) |
|
Diluted Earnings per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
1.29 |
|
|
$ |
2.62 |
|
|
$ |
(1.33 |
) |
Discontinued Operations |
|
|
(.03 |
) |
|
|
.25 |
|
|
|
(.28 |
) |
|
Continuing Operations |
|
$ |
1.32 |
|
|
$ |
2.37 |
|
|
$ |
(1.05 |
) |
|
Operating Income (after-tax) |
|
|
|
|
|
|
|
|
|
|
|
|
Underlying business |
|
|
|
|
|
|
|
|
|
|
|
|
Volume |
|
|
|
|
|
|
|
|
|
|
(.77 |
) |
Price/raw materials |
|
|
|
|
|
|
|
|
|
|
.18 |
|
Costs |
|
|
|
|
|
|
|
|
|
|
.15 |
|
Currency |
|
|
|
|
|
|
|
|
|
|
(.24 |
) |
Global cost reduction plan |
|
|
|
|
|
|
|
|
|
|
(.55 |
) |
2008 Pension settlement |
|
|
|
|
|
|
|
|
|
|
.08 |
|
|
Operating Income |
|
|
|
|
|
|
|
|
|
|
(1.15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (after-tax) |
|
|
|
|
|
|
|
|
|
|
|
|
Equity affiliates income |
|
|
|
|
|
|
|
|
|
|
(.05 |
) |
Interest expense |
|
|
|
|
|
|
|
|
|
|
.04 |
|
Income tax rate |
|
|
|
|
|
|
|
|
|
|
.03 |
|
Minority interest |
|
|
|
|
|
|
|
|
|
|
.01 |
|
Average shares outstanding |
|
|
|
|
|
|
|
|
|
|
.07 |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Change in Diluted Earnings per Share
from Continuing Operations |
|
|
|
|
|
|
|
|
|
$ |
(1.05 |
) |
|
RESULTS OF OPERATIONS
Discussion of Consolidated Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
|
Ended 31 March |
|
|
|
|
2009 |
|
2008 |
|
% Change |
|
Sales |
|
$ |
4,150.7 |
|
|
$ |
4,950.1 |
|
|
|
(16 |
)% |
Operating income |
|
|
374.5 |
|
|
|
729.0 |
|
|
|
(49 |
)% |
Equity affiliates income |
|
|
51.5 |
|
|
|
67.7 |
|
|
|
(24 |
)% |
|
Sales
|
|
|
|
|
|
|
% Change from |
|
|
Prior Year |
|
Underlying business |
|
|
|
|
Volume |
|
|
(10 |
)% |
Price |
|
|
3 |
% |
Currency |
|
|
(6 |
)% |
Natural gas/raw material cost pass-through |
|
|
(3 |
)% |
|
Total Consolidated Change |
|
|
(16 |
)% |
|
31
Sales of $4,150.7 decreased 16%, or $799.4. Underlying business declined 7%, due to lower volumes
primarily in the Electronics and Performance Materials segment and also in the Tonnage Gases
segment. Volumes were lower in the Merchant Gases segment, but this decline was mostly offset by
improved pricing. Currency unfavorably impacted sales by 6%, due primarily to the strengthening of
the U.S. dollar against key European and Asian currencies. Natural gas and raw material
contractual cost pass-through to customers reduced sales by 3%.
Operating Income
Operating income of $374.5 decreased 49%, or $354.5.
|
|
|
Underlying business declined $134, primarily from lower volumes in the Electronics and
Performance Materials, Tonnage Gases, and Merchant Gases segments. Weakening consumer
confidence, as a result of the deterioration in the global economy, significantly impacted
customers operating rates across many of the Companys end markets. The volume declines
were partially offset by higher prices in the Merchant Gases segment and favorable cost
performance. |
|
|
|
|
Unfavorable currency impacts lowered operating income by $72, reflecting the
strengthening of the U.S. dollar against key European and Asian currencies. |
|
|
|
|
The global cost reduction plan charge in the first quarter of 2009 reduced operating
income by $174.2. |
|
|
|
|
Prior year results included a pension settlement charge of $27.7 for the retirements of
certain corporate officers and others who were eligible for supplemental pension plan
benefits. |
Equity Affiliates Income
Income from equity affiliates of $51.5 decreased $16.2, or 24%, primarily due to unfavorable
currency impacts and a prior year fine reversal.
Selling and Administrative Expense (S&A)
S&A expense of $477.6 decreased 10%, or $53.0. S&A as a percent of sales, increased to 11.5% from
10.7%. Favorable currency effects, primarily the strengthening of the U.S. dollar against the Euro
and Pound Sterling, decreased S&A by 7%. S&A further declined 3% primarily from lower underlying
costs, partially offset by inflation.
Research and Development (R&D)
R&D expense of $62.8 decreased 3%, or $1.8. R&D increased as a percent of sales to 1.5% from 1.3%.
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. Refer to Note 3 to the Consolidated Financial
Statements for additional information.
The charge for the global cost reduction plan has been excluded from segment operating profit. The
charge was related to the businesses at the segment level as follows: $91.2 in Merchant Gases,
$11.1 in Tonnage Gases, $68.9 in Electronics and Performance Materials, and $3.0 in Equipment and
Energy.
Cost savings of $50 are expected in 2009 and $125 in 2010. Beyond 2010, the Company expects the
restructuring plan to provide annualized savings of approximately $130, of which the majority is
related to personnel costs. The Company does not expect a material change to these original
estimated cost savings.
32
Pension Settlement
The Company recorded settlement losses of $27.7 related to the cash settlement of pension plan
liabilities in the first six months of 2008. See Note 11 to the Consolidated Financial Statements
for additional information.
Other Income, Net
Items recorded to other income arise from transactions and events not directly related to the
principal income earning activities of the Company.
Other income of $8.0 decreased $19.0. The decrease is primarily due to unfavorable foreign
exchange. No other individual items were significant in comparison to the prior year.
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
Ended 31 March |
|
|
2009 |
|
2008 |
|
Interest incurred |
|
$ |
76.6 |
|
|
$ |
92.5 |
|
Less: interest capitalized |
|
|
10.1 |
|
|
|
12.8 |
|
|
Interest expense |
|
$ |
66.5 |
|
|
$ |
79.7 |
|
|
Interest incurred decreased $15.9, primarily due to lower average interest rates on variable-rate
debt. The change in capitalized interest is driven by a decrease in project spending which
qualified for capitalization.
Effective Tax Rate
The effective tax rate equals the income tax provision divided by income from continuing operations
before taxes less minority interest.
The effective tax rate was 20.9% and 26.1% in 2009 and 2008, respectively. The global cost
reduction plan charge recorded in the first quarter reduced the effective tax rate by 4.1%. Also,
the effective tax rate is lower in 2009 from higher relative tax credits based on lower income
before taxes.
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. Refer to Note 4 to the Consolidated Financial Statements for additional information.
U.S. Healthcare
The U.S. Healthcare business generated sales of $92.1 and income from operations, net of tax, of
$.1 in 2009. In 2008, sales were $128.8 and loss from operations, net of tax, was $11.9.
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.
Polymer Emulsions
On 31 January 2008, the Company completed the sale of its interest in its vinyl acetate ethylene
polymers joint ventures to Wacker Chemie AG (Wacker), its long-time joint venture partner. As part
of the agreement, the Company received Wackers 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 the Polymer Emulsions business of $89.5 ($57.7 after-tax). The
Polymer Emulsions business generated sales of $230.0 and income from operations, net of tax, of
$10.1 in 2008.
33
Net Income
Net income was $274.2 compared to $578.0. Diluted earnings per share was $1.29 compared to $2.62.
A summary table of changes in earnings per share is presented on page 31.
Segment Analysis
Merchant Gases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
|
Ended 31 March |
|
|
|
|
2009 |
|
2008 |
|
% Change |
|
Sales |
|
$ |
1,795.6 |
|
|
$ |
2,010.4 |
|
|
|
(11 |
)% |
Operating income |
|
|
326.7 |
|
|
|
389.0 |
|
|
|
(16 |
)% |
Equity affiliates income |
|
|
47.1 |
|
|
|
61.9 |
|
|
|
(24 |
)% |
|
Merchant Gases Sales
|
|
|
|
|
|
|
% Change from |
|
|
Prior Year |
|
Underlying business |
|
|
|
|
Volume |
|
|
(7 |
)% |
Price |
|
|
6 |
% |
Currency |
|
|
(10 |
)% |
|
Total Merchant Gases Change |
|
|
(11 |
)% |
|
Sales of $1,795.6 decreased 11%, or $214.8. Sales decreased 10% from unfavorable currency effects,
driven primarily by the strengthening of the U.S. dollar against key European and Asian currencies.
Volumes were lower across most product lines and regions, consistent with weak manufacturing
worldwide. Price increases have been effective in all regions, substantially offsetting the
decline in volume.
In North America, sales decreased 4% due to lower volumes of 10% as a result of the global
manufacturing downturn. Pricing gains of 6% partially offset the decline. In Europe, sales
decreased 16%. Currency unfavorably impacted sales by 15% and volumes were lower by 7% due to weak
demand across most end markets and regions in Europe. Improved pricing of 6% partially offset the
decline. In Asia, sales decreased 12%. Volumes declined by 9% from the overall manufacturing
slowdown in Asia, particularly from sales to electronics and steel customers. Improved pricing of
5% partially offset the decline in volume. Currency unfavorably impacted sales by 8%.
Merchant Gases Operating Income
Operating income of $326.7 decreased 16%, or $62.3. The decline is due to reduced volumes of $84
and unfavorable currency impacts of $42. These declines were partially offset by improved pricing,
net of variable costs, of $52 and reduced fixed costs due to productivity improvements of $12.
Merchant Gases Equity Affiliates Income
Merchant Gases equity affiliates income of $47.1 decreased $14.8, driven by lower volumes,
unfavorable currency impacts, and a prior year fine reversal.
34
Tonnage Gases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
|
Ended 31 March |
|
|
|
|
2009 |
|
2008 |
|
% Change |
|
Sales |
|
$ |
1,368.6 |
|
|
$ |
1,658.3 |
|
|
|
(17 |
)% |
Operating income |
|
|
206.8 |
|
|
|
222.2 |
|
|
|
(7 |
)% |
|
Tonnage Gases Sales
|
|
|
|
|
|
|
% Change from |
|
|
Prior Year |
|
Underlying business |
|
|
|
|
Volume |
|
|
(5 |
)% |
Currency |
|
|
(5 |
)% |
Natural gas/raw material cost pass-through |
|
|
(7 |
)% |
|
Total Tonnage Gases Change |
|
|
(17 |
)% |
|
Sales of $1,368.6 decreased 17%, or $289.7. Natural gas and raw material contractual cost
pass-through to customers reduced sales by 7%. Unfavorable currency reduced sales by 5%, and
volumes were down 5%. Volume declines were due to reduced demand from steel and chemical
customers.
Tonnage Gases Operating Income
Operating income of $206.8 decreased 7%, or $15.4, primarily from the unfavorable impact of
currency of $15.
Electronics and Performance Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
|
Ended 31 March |
|
|
|
|
2009 |
|
2008 |
|
% Change |
|
Sales |
|
$ |
738.8 |
|
|
$ |
1,076.4 |
|
|
|
(31 |
)% |
Operating income |
|
|
13.5 |
|
|
|
133.6 |
|
|
|
(90 |
)% |
|
Electronics and Performance Materials Sales
|
|
|
|
|
|
|
% Change from |
|
|
|
Prior Year |
|
|
Underlying business |
|
|
|
|
Volume |
|
|
(29 |
)% |
Price |
|
|
|
|
Currency |
|
|
(2 |
)% |
|
Total Electronics and Performance Materials Change |
|
|
(31 |
)% |
|
Sales of $738.8 decreased 31%, or $337.6, primarily from lower volumes. In Electronics, underlying
sales were down 35%, reflecting a significant global downturn in semiconductor and flat panel
capacity utilization, and lower specialty materials pricing. In Performance Materials, underlying
sales were down 19% due to weaker demand across all end markets, particularly in Asia, partially
offset by improved pricing. Volumes were impacted by weakness in coatings, autos, and housing end
markets. Unfavorable currency added to the decline.
Electronics and Performance Materials Operating Income
Operating income of $13.5 decreased 90%, or $120.1, as result of lower volumes across the segment
of $122 and lower pricing of $19, partially offset by reduced costs of $23.
35
Equipment and Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
|
Ended 31 March |
|
|
|
|
2009 |
|
2008 |
|
% Change |
|
Sales |
|
$ |
247.7 |
|
|
$ |
205.0 |
|
|
|
21 |
% |
Operating income |
|
|
23.3 |
|
|
|
19.3 |
|
|
|
21 |
% |
|
Equipment and Energy Sales and Operating Income
Sales of $247.7 increased 21%, or $42.7 due to higher large ASU activity. Operating income of
$23.3 increased $4.0, due primarily to favorable cost performance, partially offset by lower liquefied
natural gas (LNG) heat exchanger activity.
The sales backlog for the Equipment business at 31 March 2009 was $281, compared to $399 at 30
September 2008.
Other
Other operating income (loss) includes expense and income that cannot be directly associated with
the business segments, including foreign exchange gains and losses and interest income. Also
included are LIFO inventory adjustments, as the business segments use FIFO and the LIFO pool is
kept at corporate.
The operating loss of $21.6 increased $14.2, primarily due to unfavorable foreign exchange. No
other individual items were significant in comparison to the prior year.
2009 OUTLOOK
The global economy deteriorated significantly during the first half of 2009. The outlook for the
second half of the year is for a slower recovery than previously anticipated. The Company remains
committed to improving margin and returns. Given the challenging outlook and the expectation of a
slower recovery, the Company is considering additional cost reductions. The discussion below
outlines the areas of challenge, risk, and opportunity on which management is focused.
Global manufacturing contraction is expected to persist through to the end of the fiscal year.
Overall, manufacturing is expected to decline globally by 9% to 10%, greater than the 4% to 5%
levels previously anticipated. Regionally, the U.S. is expected to decline 10%, Europe 11%, and
Asia, excluding Japan, 3%.
Specifically by business, the Company expects slightly higher sequential volumes in the Electronics
and Performance Materials and Merchant Gases segments. The steel and chemicals portions of the
Tonnage Gases segment are expected to remain weak. The Company expects additional benefits from
its cost reduction actions in the second half of the year.
Specifically by market, the Company expects refinery hydrogen demand to remain stable. In
Electronics, we expect the market recovery will be slower than previously anticipated. Chemical
markets will continue to decline in 2009 until key end markets such as autos, housing, and consumer
goods start to improve. Also, improvement is not expected in global steel operating rates until late in
calendar year 2009.
With the cost reduction actions the Company is taking, some seasonal improvement in demand, and new
project start-ups, earnings in the second half of the year should improve.
Capital Expenditures
Capital expenditures for new plant and equipment are expected to be approximately equal to fiscal
year 2008 spending.
SHARE-BASED COMPENSATION
Refer to Note 9 to the Consolidated Financial Statements for information on the Companys
share-based compensation programs. For additional information on the valuation and accounting for
the various programs, refer to Note 15 to the Consolidated Financial Statements in the Companys
2008 annual report on Form 10-K.
36
PENSION BENEFITS
Refer to Note 11 to the Consolidated Financial Statements for details on pension cost and cash
contributions. For additional information on the Companys pension benefits and associated
accounting policies, refer to the Pension Benefits section of Managements Discussion and Analysis
and Note 18 to the Consolidated Financial Statements in the Companys 2008 annual report on Form
10-K.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow
The narrative below refers to the Consolidated Statements of Cash Flows included on page 6.
Operating Activities
For the first six months, net cash provided by operating activities decreased $177.4, or 28%. This
decrease was due to lower earnings of $303.8 and an increase in the use of cash for working capital
of $69.3. Adjustments to income, primarily non-cash asset impairment charges in 2009 for the
global cost reduction plan and the discontinued U.S. Healthcare business, and gains on the sale of
discontinued operations in 2008, increased cash from operating activities by $195.7.
The net increase in cash used for working capital (negative cash flow variance) of $69.3 primarily
included:
|
|
|
A $319.6 positive cash flow variance due to lower trade receivables as a result of
reduced sales. |
|
|
|
|
A $157.4 negative cash flow variance due to a higher use of cash for payables and
accrued liabilities. The negative variance was due principally to higher pension
contributions and a decrease in accounts payables, customer advances, and other operating
liabilities as a result of lower operating activity. The negative variances were partially
offset by an increase in accrued liabilities resulting from the global cost reduction plan. |
|
|
|
|
A $166.6 negative cash flow variance from other working capital accounts due principally
to a reduction in accrued income taxes and a reduction in noncurrent liabilities in 2009. |
|
|
|
|
A $64.9 negative cash flow variance from contracts in progress as spending continued to
decline from lower equipment activity, however, the decline has slowed resulting in a
year-on-year negative variance. |
Investing Activities
Cash used for investing activities increased $218.9, due principally to lower proceeds from the
sale of discontinued businesses and increased spending on plant and equipment, partially offset by
changes to restricted cash. The proceeds from the issuance of certain Industrial Revenue Bonds
must be held in escrow until related project spending occurs and are classified as noncurrent
assets in the balance sheet. During the first six months of 2009, the Company issued $80.0 of
Industrial Revenue Bonds versus $145.0 in the prior year. The combined impact of lower bond
proceeds and higher project spending resulted in a net increase to cash of $173.0 compared to the
prior year. The prior year included proceeds from the sale of the HPPC and Polymer Emulsions
businesses for $327.5.
37
Capital expenditures are detailed in the table below.
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
31 March |
|
|
2009 |
|
2008 |
|
Additions to plant and equipment |
|
$ |
615.8 |
|
|
$ |
522.2 |
|
Acquisitions, less cash acquired |
|
|
1.6 |
|
|
|
.6 |
|
Investment in and advances to unconsolidated affiliates |
|
|
.1 |
|
|
|
|
|
|
Total Capital Expenditures on a GAAP basis |
|
$ |
617.5 |
|
|
$ |
522.8 |
|
Capital lease expenditures under EITF No. 01-08 (a) |
|
|
68.2 |
|
|
|
116.5 |
|
|
Capital Expenditures on a Non-GAAP basis |
|
$ |
685.7 |
|
|
$ |
639.3 |
|
|
|
|
|
|
(a) |
|
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. |
Financing Activities
Cash provided by financing activities increased $282.2. During the first six months of 2009, the
Company did not purchase any of its outstanding shares, as compared to the prior year which
included share repurchases of $560.2. This was partially offset primarily by lower net debt
proceeds (short and long-term debt issuance net of repayments) of $198.8 and lower proceeds from
stock option exercises of $35.0. Long-term debt proceeds of $114.3 in fiscal 2009 included $80.0
from Industrial Revenue Bonds issued in the first quarter.
Total debt at 31 March 2009 and 30 September 2008, expressed as a percentage of the sum of total
debt, shareholders equity, and minority interest, was 46.3% and 43.4%, respectively. Total debt
increased from $3,966.8 at 30 September 2008 to $4,102.4 at 31 March 2009.
The Companys total multicurrency revolving facility, maturing in May 2011, amounted to $1,450.0 at
31 March 2009. No borrowings were outstanding under these commitments. Additional commitments
totaling $353.0 are maintained by the Companys foreign subsidiaries, of which $284.1 was utilized
at 31 March 2009.
The estimated fair value of the Companys long-term debt, including current portion, as of 31 March
2009 was $3,687.5 compared to a book value of $3,510.4.
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.
CONTRACTUAL OBLIGATIONS
The Company is obligated to make future payments under various contracts such as debt agreements,
lease agreements, unconditional purchase obligations, and other long-term obligations.
There have been no material changes to contractual obligations as reflected in the Managements
Discussion and Analysis in the Companys 2008 annual report on Form 10-K.
38
COMMITMENTS AND CONTINGENCIES
Refer to Note 19 to the Consolidated Financial Statements in the Companys 2008 annual report on
Form 10-K and Note 12 in this quarterly filing.
OFF-BALANCE SHEET ARRANGEMENTS
There have been no material changes to off-balance sheet arrangements as reflected in the
Managements Discussion and Analysis in the Companys 2008 annual report on Form 10-K. The
Companys off-balance sheet arrangements are not reasonably likely to have a material impact on
financial condition, changes in financial condition, results of operations, or liquidity.
RELATED PARTY TRANSACTIONS
The Companys principal related parties are equity affiliates operating primarily in the industrial
gas business. The Company did not engage in any material transactions involving related parties
that included terms or other aspects that differ from those which would be negotiated at arms
length with clearly independent parties.
MARKET RISKS AND SENSITIVITY ANALYSIS
Information on the Companys utilization of financial instruments and an analysis of the
sensitivity of these instruments to selected changes in market rates and prices is included in the
Companys 2008 annual report on Form 10-K.
There were no material changes to market risk sensitivities for interest rate risk on fixed debt,
foreign currency exchange rate risk, or commodity price risk since 30 September 2008.
The net financial instrument position increased from a liability of $3,629 at 30 September 2008 to
a liability of $3,675 at 31 March 2009.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Managements Discussion and Analysis of the Companys financial condition and results of operations
is based on the consolidated financial statements and accompanying notes that have been prepared in
accordance with U.S. generally accepted accounting principles. The preparation of these financial
statements requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The significant accounting policies of the Company are described in Note 1 to the Consolidated
Financial Statements and the critical accounting policies and estimates are described in the
Managements Discussion and Analysis included in the 2008 annual report on Form 10-K. Information
concerning the Companys implementation and impact of new accounting standards issued by the
Financial Accounting Standards Board (FASB) is included in Note 2 to the Consolidated Financial
Statements. There have been no changes in accounting policy in the current period that had a
material impact on the Companys financial condition, change in financial condition, liquidity or
results of operations.
NEW ACCOUNTING STANDARDS
See Note 2 to the Consolidated Financial Statements for information concerning the Companys
implementation and impact of new accounting standards.
FORWARD-LOOKING STATEMENTS
This document 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
39
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 not anticipated by management, 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; inability to collect receivables from or recovery of payments
made by customers in bankruptcy proceedings; unanticipated contract terminations or customer
cancellations or postponement of projects and sales; asset impairments due to economic conditions
or specific product or customer events; costs associated with future restructuring actions which
are not currently planned or anticipated; 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; the timing and rate at which tax credits can be utilized; and other
risk factors described in Part II below and in the Companys Form 10-K for its year ended 30
September 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Refer to the Market Risks and Sensitivity Analysis on page 39 of Item 2 in Managements Discussion
and Analysis of Financial Condition and Results of Operations.
Item 4. Controls and Procedures
We maintain a comprehensive set of disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be
disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported
accurately and within the time periods specified in the SECs rules and forms. As of 31 March 2009
(the Evaluation Date), an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures was carried out under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the
Evaluation Date, the design and operation of these disclosure controls and procedures were
effective to provide reasonable assurance of the achievement of the objectives described above.
During the quarter that ended on the Evaluation Date, there was no change in internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has
materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
40
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
|
a. |
|
The Annual Meeting of Shareholders of the Registrant was held on 22 January
2009. |
|
|
b. |
|
The following directors were elected at the meeting: Mario L. Baeza, Edward E.
Hagenlocker, John E. McGlade and Charles H. Noski. Directors whose term of office
continued after the meeting include: William L. Davis III, W. Douglas Ford, Evert
Henkes, Margaret G. McGlynn, Michael J. Donahue, Ursula O. Fairbairn and Lawrence S.
Smith. |
|
|
c. |
|
The following matters were voted on at the Annual Meeting: |
|
|
|
|
|
|
|
NUMBER OF VOTES CAST |
NAME OF DIRECTOR |
|
FOR |
|
AGAINST OR WITHHELD |
Mario L. Baeza
|
|
177,689,074
|
|
3,519,568 |
Edward E. Hagenlocker
|
|
176,702,725
|
|
4,505,917 |
John E. McGlade
|
|
177,006,232
|
|
4,202,410 |
Charles H. Noski
|
|
177,688,483
|
|
3,520,159 |
|
2. |
|
Ratification of the appointment of KPMG LLP of Philadelphia,
Pennsylvania, as independent auditor for the registrant for the fiscal year ending
30 September 2009 |
|
|
|
|
|
NUMBER OF VOTES CAST |
|
|
AGAINST |
|
|
|
|
OR |
|
|
FOR |
|
WITHHELD |
|
ABSTENTIONS |
178,722,643
|
|
2,158,823
|
|
327,176 |
Item 6. Exhibits.
Exhibits required by Item 601 of Regulation S-K
10.1 |
|
Share Purchase Agreement by and among Air Products and Chemicals, Inc., Tomah Holdings, Inc.,
and the Stockholders of Tomah Holdings, Inc., dated 21 March 2006.1/ |
|
10.2 |
|
Supplementary Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated
Effective January 1, 2008. |
|
10.3 |
|
Amendment No. 1 to the Supplementary Pension Plan of Air Products and Chemicals, Inc., as
Amended and Restated Effective January 1, 2008. |
|
10.4 |
|
Amendment No. 2 to the Supplementary Pension Plan of Air Products and Chemicals, Inc., as
Amended and Restated Effective January 1, 2008. |
|
10.5 |
|
Amendment No. 3 to the Supplementary Pension Plan of Air Products and Chemicals, Inc., as
Amended and Restated Effective January 1, 2008. |
|
10.6 |
|
Amendment No. 1 to the Air Products and Chemicals, Inc. Retirement Savings Plan, as Amended
and Restated Effective 1 October 2006. |
|
10.7 |
|
Annual Incentive Plan as Amended and Restated Effective 1 October 2008. |
41
12. |
|
Computation of Ratios of Earnings to Fixed Charges. |
|
31.1. |
|
Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
31.2. |
|
Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
32. |
|
Certification by the Principal Executive Officer and Principal Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
1/ |
|
Exhibit 10.1 was previously filed as Exhibit 10.2 to the Companys Form 10-Q
Report for the quarter ended 31 March 2006 with certain information redacted. At the time of the
original filing, a request for confidential treatment of the redacted information was filed with
the Securities and Exchange Commission. The Company has withdrawn its request for confidential
treatment and is refiling the exhibit without redaction. |
42
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.
|
|
|
|
|
|
Air Products and Chemicals, Inc.
|
|
|
(Registrant)
|
|
Date: 24 April 2009 |
By: |
/s/ Paul E. Huck
|
|
|
|
Paul E. Huck |
|
|
|
Senior Vice President and
Chief Financial Officer |
|
43
EXHIBIT INDEX
10.1 |
|
Share Purchase Agreement by and among Air Products and Chemicals, Inc., Tomah Holdings, Inc.,
and the Stockholders of Tomah Holdings, Inc., dated 21 March 2006.1/ |
|
10.2 |
|
Supplementary Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated
Effective January 1, 2008. |
|
10.3 |
|
Amendment No. 1 to the Supplementary Pension Plan of Air Products and Chemicals, Inc., as
Amended and Restated Effective January 1, 2008. |
|
10.4 |
|
Amendment No. 2 to the Supplementary Pension Plan of Air Products and Chemicals, Inc., as
Amended and Restated Effective January 1, 2008. |
|
10.5 |
|
Amendment No. 3 to the Supplementary Pension Plan of Air Products and Chemicals, Inc., as
Amended and Restated Effective January 1, 2008. |
|
10.6 |
|
Amendment No. 1 to the Air Products and Chemicals, Inc. Retirement Savings Plan, as Amended
and Restated Effective 1 October 2006. |
|
10.7 |
|
Annual Incentive Plan as Amended and Restated Effective 1 October 2008. |
|
12. |
|
Computation of Ratios of Earnings to Fixed Charges. |
|
31.1. |
|
Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
31.2. |
|
Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
32. |
|
Certification by the Principal Executive Officer and Principal Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
1/ |
|
Exhibit 10.1 was previously filed as Exhibit 10.2 to the Companys Form 10-Q
Report for the quarter ended 31 March 2006 with certain information redacted. At the time of the
original filing, a request for confidential treatment of the redacted information was filed with
the Securities and Exchange Commission. The Company has withdrawn its request for confidential
treatment and is refiling the exhibit without redaction. |
44