Form 8-K

0001193125-12-140141.txt : 20120329 0001193125-12-140141.hdr.sgml : 20120329 20120329171857 ACCESSION NUMBER: 0001193125-12-140141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120329 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120329 DATE AS OF CHANGE: 20120329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIR PRODUCTS & CHEMICALS INC /DE/ CENTRAL INDEX KEY: 0000002969 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 231274455 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04534 FILM NUMBER: 12725078 BUSINESS ADDRESS: STREET 1: 7201 HAMILTON BLVD CITY: ALLENTOWN STATE: PA ZIP: 18195-1501 BUSINESS PHONE: 6104814911 MAIL ADDRESS: STREET 1: 7201 HAMILTON BLVD CITY: ALLENTOWN STATE: PA ZIP: 18195-1501 8-K 1 d323023d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 29, 2012

Air Products and Chemicals, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	1-4534	23-1274455
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7201 Hamilton Boulevard, Allentown, Pennsylvania		18195-1501
(Address of Principal Executive Offices)		(Zip Code)

(610) 481-4911

Registrant’s telephone number, including area code

not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

The attached exhibit contains a presentation of certain unaudited financial information excluding discontinued operations which is being furnished in accordance with Rule 101(e)(1) under Regulation FD and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits


99.1		Unaudited Consolidated Summary Financial Information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		Air Products and Chemicals, Inc.
		(Registrant)

Dated: March 29, 2012	By:	/s/ Paul E. Huck
		Paul E. Huck
		Senior Vice President and Chief Financial Officer

Exhibit Index


Exhibit No.		Description

99.1		Unaudited Consolidated Summary Financial Information

EX-99.1 2 d323023dex991.htm UNAUDITED CONSOLIDATED SUMMARY FINANCIAL INFORMATION Unaudited Consolidated Summary Financial Information

Exhibit 99.1

Homecare Restatement

Air Products moves Homecare business to Discontinued Operations

•

On January 9, 2012, Air Products announced plans to divest our continental Europe Homecare business to Linde.

•

On our January 24, 2012 first fiscal quarter Earnings Call, we shared our plans to exit the rest of our Homecare business and our intent to move all of the Homecare business to Discontinued Operations starting in our second fiscal quarter. The Homecare business shown in Discontinued Operations includes our Continental Europe business to be sold to Linde and our UK, Ireland and small Latin American businesses for which we are currently pursuing buyers.

•

Attached please find our quarterly financial results for first fiscal quarter 2012, fiscal year 2011, and our annual financial results for fiscal years 2008 - 2010 showing our Homecare business in Discontinued Operations.

•

Business Commentary:

As is typically the case with a divestiture, the Discontinued Operations P&L includes only the direct costs associated with the Homecare business, and does not include the governance and functional costs that were historically allocated to the business. This causes the Discontinued Operations P&L to show a higher level of profitability for the Homecare business than would be shown under Continuing Operations.

As shown, we estimate these allocated costs for the Homecare business to be approx $6 million per quarter. We anticipate eliminating these stranded costs by the end of fiscal year 2012.

As we communicated on our January 24, 2012 Earnings Call, we intend to take actions that will reduce our costs by a greater amount than the stranded costs; in other words, we expect to more than eliminate the impact of stranded costs. We will provide more detail on the cost and benefit of these actions on our April 24, 2012 second quarter Earnings Call.

The first quarter of fiscal year 2012 has income of $0.10/share recorded in Discontinued Operations associated with the Homecare business. We estimate the Homecare earnings to be recorded in second quarter earnings in Discontinued Operations to be approximately $0.09/share.

As we implement our cost savings plans and deploy the proceeds post-close, the quarterly dilutive impact should be reduced through the year. We estimate the full year fiscal year 2012 earnings dilution to be approximately $0.30/share.

Unaudited Consolidated Summary Financial Information


(Millions of dollars, except per share data)
	FY 2012		FY 2011										FY 2010		FY 2009		FY 2008
	Q1		Q1		Q2		Q3		Q4		Total		Total		Total		Total
Sales		2,321.6		2,292.5		2,403.0		2,472.0		2,506.2		9,673.7		8,616.1		7,847.5		9,977.9

Selling and administrative		231.1		226.5		242.0		234.5		238.7		941.7		886.6		881.8		1,020.2

Operating Income		353.7		331.2		393.8		387.7		395.4		1,508.1		1,267.7		724.0		1,365.9

Net Income Attributable to Air Products
Income from Continuing Operations		225.9		247.4		285.7		297.0		304.2		1,134.3		941.6		553.9		999.0
Income from Discontinued Operations		22.2		21.2		18.6		29.5		20.6		89.9		87.5		77.4		(89.3	)

Net Income Attributable to Air Products		248.1		268.6		304.3		326.5		324.8		1,224.2		1,029.1		631.3		909.7


Basic Earnings per Common Share
Income from Continuing Operations	$	1.07	$	1.15	$	1.34	$	1.40	$	1.44	$	5.33	$	4.44	$	2.64	$	4.71
Discontinued Operations	$	0.11	$	0.10	$	0.08	$	0.14	$	0.10	$	0.42	$	0.41	$	0.37	$	(0.42	)

Net Income Attributable to Air Products	$	1.18	$	1.25	$	1.42	$	1.54	$	1.54	$	5.75	$	4.85	$	3.01	$	4.29


Diluted Earnings per Common Share
Income from Continuing Operations	$	1.06	$	1.13	$	1.31	$	1.37	$	1.41	$	5.22	$	4.34	$	2.60	$	4.56
Discontinued Operations	$	0.10	$	0.10	$	0.08	$	0.13	$	0.10	$	0.41	$	0.40	$	0.36	$	(0.41	)

Net Income Attributable to Air Products	$	1.16	$	1.23	$	1.39	$	1.50	$	1.51	$	5.63	$	4.74	$	2.96	$	4.15

Business Segments

Previously, the Homecare business was reported as part of the Merchant Gases segment. Beginning with the second quarter of 2012, the Homecare business is accounted for as discontinued operations. The results of operations and asset information for this business have been removed from continuing operations for the periods presented below.

Unaudited Historical Financial Information - Continuing Operations


(Millions of dollars)
	FY 2012			FY 2011															FY 2010			FY 2009			FY 2008
	Q1			Q1			Q2			Q3			Q4			Total			Total			Total			Total
SALES
Merchant Gases		887.8			888.6			914.4			921.4			940.5			3,664.9			3,308.4			3,201.9			3,756.1
Tonnage Gases		809.8			766.0			799.2			868.7			882.8			3,316.7			2,930.8			2,573.6			3,574.4
Electronics and Performance Materials		535.2			526.0			575.9			602.4			587.2			2,291.5			1,904.7			1,582.2			2,209.3
Equipment and Energy		88.8			111.9			113.5			79.5			95.7			400.6			472.2			489.8			438.1

Total		2,321.6			2,292.5			2,403.0			2,472.0			2,506.2			9,673.7			8,616.1			7,847.5			9,977.9


Operating Income
Merchant Gases		166.3			176.4			165.1			158.7			168.7			668.9			632.2			565.7			689.6
Tonnage Gases		111.4			115.6			120.9			114.8			151.8			503.1			444.2			399.6			482.6
Electronics and Performance Materials		78.1			68.9			91.6			109.0			91.6			361.1			251.8			101.6			245.9
Equipment and Energy		7.3			20.2			22.5			8.6			11.5			62.8			67.3			42.2			38.9
Global Cost Reduction Plan		0.0			0.0			0.0			0.0			0.0			0.0			0.0			(298.2	)		0.0
Net Loss on Airgas Transaction		0.0			(43.5	)		(5.0	)		0.0			0.0			(48.5	)		(96.0	)		0.0			0.0
Customer bankruptcy and asset actions		0.0			0.0			0.0			0.0			0.0			0.0			6.4			(32.1	)		0.0
Pension Settlement Charge		0.0			0.0			0.0			0.0			0.0			0.0			(11.5	)		(10.7	)		(30.3	)
Other		(9.4	)		(6.4	)		(1.3	)		(3.4	)		(28.2	)		(39.3	)		(26.7	)		(44.1	)		(60.8	)

Total		353.7			331.2			393.8			387.7			395.4			1,508.1			1,267.7			724.0			1,365.9


Identifiable Assets
Merchant Gases		4,558.4			4,563.1			4,730.7			4,826.0			4,579.6						4,587.9			4,446.6			4,415.7
Tonnage Gases		4,593.8			3,999.7			4,186.3			4,392.3			4,464.3						3,876.4			3,597.8			3,335.4
Electronics and Performance Materials		2,548.0			2,312.9			2,382.7			2,487.2			2,488.9						2,275.8			2,249.5			2,341.0
Equipment and Energy		313.2			333.2			315.7			289.3			335.6						341.3			303.3			300.2
Other		828.3			826.6			699.6			875.3			878.6						1,009.4			1,069.8			754.6

Total		12,841.7			12,035.5			12,315.0			12,870.1			12,747.0						12,090.8			11,667.0			11,146.9

Business Segments

BEFORE HOMECARE RESTATEMENT FOR REFERENCE


(Millions of dollars)
	FY 2012			FY 2011														FY 2010			FY 2009			FY 2008
	Q1			Q1			Q2			Q3		Q4			Total			Total			Total			Total
SALES
Merchant Gases		989.3			987.8			1,012.7			1,027.2		1,045.5			4,073.2			3,718.3			3,610.6			4,192.7
Tonnage Gases		809.8			766.0			799.2			868.7		882.8			3,316.7			2,930.8			2,573.6			3,574.4
Electronics and Performance Materials		535.2			526.0			575.9			602.4		587.2			2,291.5			1,904.7			1,582.2			2,209.3
Equipment and Energy		88.8			111.9			113.5			79.5		95.7			400.6			472.2			489.8			438.1

Total		2,423.1			2,391.7			2,501.3			2,577.8		2,611.2			10,082.0			9,026.0			8,256.2			10,414.5


Operating Income
Merchant Gases		191.6			200.5			185.1			182.0		192.2			759.8			729.4			661.2			789.5
Tonnage Gases		111.4			115.6			120.9			114.8		151.8			503.1			444.2			399.6			482.6
Electronics and Performance Materials		78.1			68.9			91.6			109.0		91.6			361.1			251.8			101.6			245.9
Equipment and Energy		7.3			20.2			22.5			8.6		11.5			62.8			67.3			42.2			38.9
Global Cost Reduction Plan		0.0			0.0			0.0			0.0		0.0			0.0			0.0			(298.2	)		0.0
Net Loss on Airgas Transaction		0.0			(43.5	)		(5.0	)		0.0		0.0			(48.5	)		(96.0	)		0.0			0.0
Customer bankruptcy and asset actions		0.0			0.0			0.0			0.0		0.0			0.0			6.4			(32.1	)		0.0
Pension Settlement Charge		0.0			0.0			0.0			0.0		0.0			0.0			(11.5	)		(10.7	)		(30.3	)
Other		(3.7	)		(1.1	)		4.4			2.4		(21.8	)		(16.1	)		(2.6	)		(17.3	)		(30.8	)

Total		384.7			360.6			419.5			416.8		425.3			1,622.2			1,389.0			846.3			1,495.8


Identifiable Assets
Merchant Gases		5,082.3			5,061.9			5,241.9			5,355.7		5,091.7						5,075.3			4,917.0			4,881.6
Tonnage Gases		4,593.8			3,999.7			4,186.3			4,392.3		4,464.3						3,876.4			3,597.8			3,335.4
Electronics and Performance Materials		2,548.0			2,312.9			2,382.7			2,487.2		2,488.9						2,275.8			2,249.5			2,341.0
Equipment and Energy		313.2			333.2			315.7			289.3		335.6						341.3			303.3			300.2
Other		846.8			840.0			714.8			891.4		898.6						1,024.3			1,093.4			775.2

Total		13,384.1			12,547.7			12,841.4			13,415.9		13,279.1						12,593.1			12,161.0			11,633.4

Business Segments

CHANGES DUE TO HOMECARE RESTATEMENT


(Millions of dollars)
	FY 2012			FY 2011															FY 2010			FY 2009			FY 2008
	Q1			Q1			Q2			Q3			Q4			Total			Total			Total			Total
SALES
Merchant Gases		(101.5	)		(99.2	)		(98.3	)		(105.8	)		(105.0	)		(408.3	)		(409.9	)		(408.7	)		(436.6	)
Tonnage Gases		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Electronics and Performance Materials		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Equipment and Energy		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0

Total		(101.5	)		(99.2	)		(98.3	)		(105.8	)		(105.0	)		(408.3	)		(409.9	)		(408.7	)		(436.6	)


Operating Income
Merchant Gases		(25.3	)		(24.1	)		(20.0	)		(23.3	)		(23.5	)		(90.9	)		(97.2	)		(95.5	)		(99.9	)
Tonnage Gases		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Electronics and Performance Materials		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Equipment and Energy		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Global Cost Reduction Plan		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Net Loss on Airgas Transaction		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Customer bankruptcy and asset actions		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Pension Settlement Charge		0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0			0.0
Other		(5.7	)		(5.3	)		(5.7	)		(5.8	)		(6.4	)		(23.2	)		(24.1	)		(26.8	)		(30.0	)

Total		(31.0	)		(29.4	)		(25.7	)		(29.1	)		(29.9	)		(114.1	)		(121.3	)		(122.3	)		(129.9	)


Identifiable Assets
Merchant Gases		(523.9	)		(498.8	)		(511.2	)		(529.7	)		(512.1	)					(487.4	)		(470.4	)		(465.9	)
Tonnage Gases		0.0			0.0			0.0			0.0			0.0						0.0			0.0			0.0
Electronics and Performance Materials		0.0			0.0			0.0			0.0			0.0						0.0			0.0			0.0
Equipment and Energy		0.0			0.0			0.0			0.0			0.0						0.0			0.0			0.0
Other		(18.5	)		(13.4	)		(15.2	)		(16.1	)		(20.0	)					(14.9	)		(23.6	)		(20.6	)

Total		(542.4	)		(512.2	)		(526.4	)		(545.8	)		(532.1	)					(502.3	)		(494.0	)		(486.5	)