þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
23-1274455
(I.R.S. Employer Identification No.) |
|
7201 Hamilton Boulevard, Allentown, Pennsylvania
(Address of Principal Executive Offices) |
18195-1501
(Zip Code) |
Class | Outstanding at 21 January 2008 | |||
Common Stock, $1 par value
|
214,448,095 |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
CONSOLIDATED BALANCE SHEETS
(Unaudited)
Table of Contents
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
(Millions of dollars, except for share data)
Three Months Ended
31 December
2007
2006
$
2,473.6
$
2,267.8
1,788.5
1,649.7
296.8
275.4
30.3
32.1
1.4
(15.4
)
(6.8
)
372.0
317.4
25.3
27.3
41.0
39.1
356.3
305.6
93.2
79.5
6.1
5.1
257.0
221.0
6.7
9.3
$
263.7
$
230.3
$
1.20
$
1.02
.03
.04
$
1.23
$
1.06
$
1.16
$
.99
.03
.04
$
1.19
$
1.03
214.8
216.7
(in millions)
222.3
223.4
$
.38
$
.34
Table of Contents
CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS
(Unaudited)
(Millions of dollars)
Three Months Ended
31 December
2007
2006
$
263.7
$
230.3
(1.7
)
6.0
(4.8
)
2.6
55.6
86.0
10.9
60.0
94.6
$
323.7
$
324.9
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Millions of dollars)
Three Months Ended
31 December
2007
2006
$
263.7
$
230.3
(6.7
)
(9.3
)
257.0
221.0
218.0
192.1
20.8
15.3
(7.2
)
(13.8
)
(6.2
)
(.3
)
17.1
16.6
(47.7
)
(47.0
)
(30.1
)
(21.1
)
(77.4
)
(36.6
)
(27.3
)
(16.0
)
47.0
52.5
47.0
6.1
(85.9
)
(224.9
)
42.9
6.5
368.0
150.4
(271.2
)
(232.1
)
(1.4
)
(1.5
)
9.0
12.5
14.9
(135.7
)
(.8
)
(.4
)
(400.1
)
(206.6
)
160.5
53.8
(41.6
)
(36.2
)
120.1
226.2
(81.9
)
(73.9
)
(189.7
)
(133.5
)
33.0
37.0
21.5
6.7
21.9
80.1
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Millions of dollars)
Three Months Ended
31 December
2007
2006
(1.3
)
9.0
65.8
(6.2
)
64.5
2.8
1.7
(.4
)
56.0
26.3
40.5
31.0
$96.5
$57.3
(a)
Pension plan contributions in 2008 and 2007 were $69.8 and $239.9, respectively.
(b)
Excludes capital lease additions of $.7 and $.6 in 2008 and 2007, respectively.
Table of Contents
SUMMARY BY BUSINESS SEGMENTS
(Unaudited)
(Millions of dollars)
Three Months Ended
31 December
2007
2006
$
897.0
$
740.0
791.1
689.5
514.3
486.9
100.3
195.6
170.9
155.8
$
2,473.6
$
2,267.8
$
175.4
$
139.2
111.1
95.4
66.0
49.8
9.3
26.8
13.6
9.4
375.4
320.6
(3.4
)
(3.2
)
$
372.0
$
317.4
(a)
Identifiable assets are equal to total assets less investments in and advances to equity
affiliates.
Table of Contents
SUMMARY BY GEOGRAPHIC REGIONS
(Unaudited)
(Millions of dollars)
Three Months Ended
31 December
2007
2006
1,212.8
1,223.4
807.5
664.4
403.9
341.6
49.4
38.4
$
2,473.6
$
2,267.8
Table of Contents
The Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting
for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109, (FIN No. 48) on 1
October 2007. Upon adoption, the Company recognized a $25.5 increase to its liability for
uncertain tax positions. This increase was recorded as an adjustment to beginning retained
earnings for $13.7 and goodwill for $11.8.
Major Tax Jurisdiction
Open Tax Fiscal Years
2005 2007
2004 2007
2005 2007
2007
2002 2007
2005 2007
2007
2005 2007
2003 2007
2005 2007
2002 2007
Table of Contents
Severance and Other Benefits
$
8.4
(4.5
)
$
3.9
31 December 2007
30 September 2007
$
2.5
$
13.1
2.1
15.4
$
4.6
$
28.5
$
$
33.5
5.4
.9
$
$
39.8
$
6.2
$
6.9
$
6.2
$
6.9
Table of Contents
Three Months
Three Months
Ended
Ended
31 December 2007
31 December 2006
$
151.2
$
141.8
$
10.9
$
13.8
4.1
5.2
$
6.8
$
8.6
31 December 2007
30 September 2007
$
.7
$
1.8
64.5
78.5
36.9
30.1
1.6
1.3
.2
4.7
$
103.9
$
116.4
$
76.0
$
67.9
164.3
166.3
30.3
29.7
2.0
.9
$
272.6
$
264.8
$
47.7
$
53.4
1.9
2.2
$
3.1
6.3
$
52.7
$
61.9
Table of Contents
31 December 2007
30 September 2007
$
6.9
$
6.9
2.7
2.9
$
9.6
$
9.8
$
84.2
$
84.4
$
52.2
$
45.9
Currency
30 September
Adoption of
Translation
31 December
2007
FIN No. 48
and Other
2007
$
475.7
$
9.4
$
22.1
$
507.2
22.4
(.1
)
22.3
308.1
(1.0
)
307.1
393.7
2.4
3.9
400.0
$
1,199.9
$
11.8
$
24.9
$
1,236.6
Table of Contents
Three Months Ended
31 December
2007
2006
$
257.0
$
221.0
6.7
9.3
$
263.7
$
230.3
214.8
216.7
6.3
5.6
1.2
1.1
7.5
6.7
222.3
223.4
$
1.20
$
1.02
.03
.04
$
1.23
$
1.06
$
1.16
$
.99
.03
.04
$
1.19
$
1.03
Table of Contents
Three Months Ended 31 December
2007
2006
2007
2006
Pension Benefits
Other Benefits
$
19.6
$
20.0
$
1.5
$
1.5
45.7
41.5
1.4
1.3
(52.1
)
(46.5
)
.8
1.1
(.3
)
(.5
)
9.9
14.3
.4
.6
1.4
.9
.4
$
26.2
$
30.8
$
3.0
$
2.9
Table of Contents
Table of Contents
Sales of $2,474 were up 9% from the prior year, primarily due to volume growth in the
Merchant Gases, Tonnage Gases, Electronics and Performance
Materials, and Healthcare segments, improved
pricing in Merchant Gases, and the favorable impact of currency effects. Equipment and
Energy results were lower from decreased LNG activity and a one-time equipment sale in the
prior year.
Operating income of $372 increased 17% from improved volumes, pricing, and favorable
currency effects.
Net income of $264 increased 15% and diluted earnings per share of $1.19 increased 16%.
A summary table of changes in diluted earnings per share is presented below.
The Company purchased 2.0 million of its outstanding shares at a cost of $189.8 under
its share repurchase program.
The Company announced it had reached a definitive agreement to sell its interests in its
Polymer Emulsions joint ventures to its partner Wacker Chemie AG (Wacker) for $265 plus
Wackers interest in two production facilities.
The Company completed the sale of its High Purity Process Chemicals (HPPC) business to
KMG Chemicals, Inc. for $69.
For a discussion of the challenges, risks, and opportunities on which management is
focused, refer to the update to the Companys 2008 Outlook provided on pages 23-24.
Table of Contents
Changes in Diluted Earnings per Share
Three Months Ended
Increase
31 December
(Decrease)
2007
2006
$
1.19
$
1.03
$
.16
.03
.05
.01
.02
.07
.18
(.01
)
(.01
)
(.01
)
.01
(.02
)
$
.16
Three Months
Ended 31 December
2007
2006
% Change
$
2,473.6
$
2,267.8
9
%
372.0
317.4
17
%
25.3
27.3
(7
%)
% Change from
Prior Year
1
%
1
%
2
%
4
%
1
%
9
%
Table of Contents
Change from
Prior Year
$
317
10
15
2
7
21
$
372
Higher volumes in Merchant Gases and Electronics and Performance Materials, partially
offset by lower activity in Equipment and Energy, increased operating income by $10 as
discussed in the Segment Analysis which follows.
Operating income improved $15 from higher pricing in Merchant Gases.
Operating income increased $2 from costs, as benefits of productivity and the global cost
reduction plan more than offset higher costs to support growth and inflation.
Favorable currency effects, primarily from the weakening of the U.S. dollar against key
European and Asian currencies, increased operating income by $21.
% Change from
Prior Year
2
%
4
%
2
%
8
%
Table of Contents
Three Months
Ended 31 December
2007
2006
$
47.2
$
41.1
6.2
2.0
$
41.0
$
39.1
Three Months
Ended 31 December
2007
2006
% Change
$
897.0
$
740.0
21
%
175.4
139.2
26
%
25.2
21.1
19
%
Table of Contents
% Change from
Prior Year
5
%
3
%
6
%
7
%
21
%
Three Months
Ended 31 December
2007
2006
% Change
$
791.1
$
689.5
15
%
111.1
95.4
16
%
% Change from
Prior Year
5
%
2
%
3
%
5
%
15
%
Table of Contents
Three Months
Ended 31 December
2007
2006
% Change
$
514.3
$
486.9
6
%
66.0
49.8
33
%
% Change from
Prior Year
5
%
(1
%)
2
%
6
%
Three Months
Ended 31 December
2007
2006
% Change
$
100.3
$
195.6
(49
%)
9.3
26.8
(65
%)
Table of Contents
Three Months
Ended 31 December
2007
2006
% Change
$
170.9
$
155.8
10
%
13.6
9.4
45
%
% Change from
Prior Year
6
%
(2
%)
6
%
10
%
Three Months
Ended 31 December
2007
2006
($3.4
)
($3.2
)
Merchant Gases results should continue to improve year-to-year from recent pricing
actions and fuel-based surcharges while product availability is expected to remain an issue
in certain regions. The segment should also benefit from additional capacity brought
onstream over the course of 2008 in Asia and North America.
Table of Contents
Tonnage Gases should benefit from the addition of new capacity, improved plant loading,
and increased productivity.
In Electronics and Performance Materials, results should continue to improve from
product rationalization efforts, higher volumes, new products, and share gain from new
market application successes.
Equipment and Energy results are expected to be lower from a decrease in LNG activity
and higher energy development spending.
The Healthcare segment should benefit from stronger volume performance in the U.S., as
well as continued volume strength in Europe.
Table of Contents
Three Months Ended
31 December
2007
2006
$
271.2
$
232.1
1.4
1.5
.7
.6
$
273.3
$
234.2
Table of Contents
Table of Contents
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Item 4.
Controls and Procedures
Table of Contents
28
29
30
31
32
33
PART II.
OTHER INFORMATION
Item 1A.
Risk Factors.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
(d) Maximum
Number (or
(c) Total
Approximate
Number of
Dollar Value) of
Shares (or Units)
Shares (or Units)
(a) Total
Purchased as Part
that May Yet Be
Number of
(b) Average Price
of Publicly
Purchased Under
Shares (or Units)
Paid per Share
Announced Plans
the Plans or
Period
Purchased
(or Unit)
or Programs
Programs
(1)(2)
471,699
$
97.01
471,699
$
390,851,919.45
1,106,300
$
94.11
1,106,300
$
286,739,468.40
395,550
$
100.84
395,550
$
246,851,155.99
1,973,549
$
96.15
1,973,549
$
246,851,155.99
(1)
On 22 March 2006, the Company announced plans to purchase up to $1.5 billion of Air
Products and Chemicals, Inc. common stock under a share repurchase program approved by the
Companys Board of Directors on 16 March 2006.
(2)
For the quarter ending 31 December 2007, the Company expended $189.7 million in cash
for the repurchase of shares, which was composed of $183.8 million for shares repurchased during
the quarter and $5.9 million for shares repurchased in September 2007 and settling in October 2008.
$6.0 million was reported as an accrued liability on the balance sheet for share repurchases
executed in December 2007 and settling in January 2008.
Item 6.
Exhibits.
Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY 2008
awards.
Air Products and Chemicals, Inc. Corporate Executive Committee Separation Program, as amended
and restated effective January 1, 2008.
Change in Control Severance
Agreement was filed as Exhibit 10.1 to the Companys Form 8-K
Report filed on December 20, 2007 and is incorporated by reference.
Computation of Ratios of Earnings to Fixed Charges.
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.
Table of Contents
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.
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.
Table of Contents
34
Air Products and Chemicals, Inc.
Date: 25 January 2008
By:
/s/ Paul E. Huck
Paul E. Huck
Senior Vice President and Chief Financial Officer
Table of Contents
35
Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY 2008
awards.
Air Products and Chemicals, Inc. Corporate Executive Committee Separation Program, as amended
and restated effective January 1, 2008.
Change in Control Severance
Agreement was filed as Exhibit 10.1 to the Companys Form 8-K
Report filed on December 20, 2007 and is incorporated by reference.
Computation of Ratios of Earnings to Fixed Charges.
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.
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.
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.
| A Nonstatutory Stock Option to purchase «Stock_Option» shares of Common Stock at a purchase price of $98.85 per share, which is the 1 October 2007 closing sale price of a share of Common Stock; and |
| An award of «RSU» 4-Year Restricted Shares of Company Common Stock issued to you as of 2 October 2007; and |
| «Perf_Share» Deferred Stock Units with a three year performance period, each Unit (a Performance Share ) being equivalent in value to one share of common Stock. Please note the final version of the performance share payout schedule will be sent to you in a separate communication. The schedule will display how the growth and return measures will define payout opportunities. |
AIR PRODUCTS AND CHEMICALS, INC.
|
||||
By: | ||||
John E. McGlade | ||||
1. | As described in the foregoing grant letter, you are hereby granted FY2007 Awards consisting of Stock Options (Options), Restricted Shares of Company Common Stock (Restricted Shares), and Deferred Stock Units to be called Performance Shares under the Air Products and Chemicals, Inc. Long-Term Incentive Plan (the Plan). The Options are Nonstatutory Stock Options as described in Section 6 of the Plan. The Restricted Shares are described in Section 8 of the Plan. The Deferred Stock Units are described in Section 9 of the Plan. The Management Development and Compensation Committee of the Companys Board of Directors has approved these Awards subject to the applicable provisions of the Plan and the terms of this Agreement, and contingent upon your execution of this Agreement. Except as noted herein, all capitalized terms used in this Agreement have the meaning ascribed to them in the Plan. A copy of the Plan is available from the Corporate Secretarys Office of the Company, 7201 Hamilton Boulevard, Allentown, PA 18195-1501. |
2. | Each Option entitles you to purchase one share of Company Common Stock (Share) at a purchase price of $98.85 (the Grant Price) as described below. You can first purchase Shares as follows: (i) up to one-third of the Shares may be purchased on or after 1 October 2008 and (ii) up to an additional one-third of such Shares may be purchased on or after 1 October 2009 and 2010, respectively. The Options are granted as of 1 October 2007 and will continue for a period of ten (10) years from such grant date and will expire and no longer be exercisable after 1 October 2017. |
3. | You may purchase Shares covered by an Option by providing to the Companys agent, Fidelity Stock Plan Services, LLC (Fidelity), notice of exercise of the Option in a form designated by Fidelity and the Grant Price of the Shares. Payment of the Grant Price and applicable taxes may be made in cash or by providing an irrevocable exercise notice coupled with irrevocable instructions to Fidelity to simultaneously sell the Shares and deliver to the Company on the settlement date the portion of the proceeds representing the Grant Price and any taxes to be withheld. Payment of the Grant Price may also be made by delivery or attestation of ownership of other Shares of Common Stock owned by you, in which case the number of Shares acquired in the exercise will be reduced by an amount equal in value to the amount of any taxes required to be withheld and by any Shares attested. |
4. | Your Options terminate as of the close of business on the last day of your employment with the Company and all its Subsidiaries, unless your employment ends due to your death, Disability or Retirement on or after 30 September 2008. Upon your, death, Disability or Retirement on or after 30 September 2008, any |
unexercisable portion of the Options will be extended for the remaining term of the award (that is, will become exercisable) as if you have continued to be an active employee of the Company or a Subsidiary. Notwithstanding the above, if your employment with the Company or a Subsidiary is involuntarily terminated by the Company on or after 30 September 2008 due to action necessitated by business conditions, including, but not limited to, job eliminations, workforce reductions, divestitures of facilities, assets or businesses, sale by the Company of a Subsidiary or plant closing, your exercisable Options will not be terminated but will continue to be exercisable in accordance with their terms for six months following your last day of employment with the Company or a Subsidiary. |
5. | In the event of a Change in Control, the Options become exercisable on the later of the Change in Control or the first date more than six months from grant. In the event of any other change in the outstanding shares of the Common Stock of the Company or the occurrence of certain other awards described in Section 12 of the Plan, an equitable adjustment shall be made in the number or kind of Shares or the Grant Price for Shares covered by your Options. |
6. | Options are nonassignable and nontransferable except to your Designated Beneficiary, by will or the laws of descent and distribution, or by gift to family members or to trusts of which only family members are beneficiaries. Transfers by gift can be made only after the Option has become exercisable and subject to such administrative procedures and to such restrictions and conditions as the officers of the Company shall determine to be consistent with the purposes of the Plan and the interests of the Company and/or to be necessary or appropriate for compliance with all applicable tax and other legal requirements. Subject to the foregoing, you may transfer Options by gift only by delivering to the Company at its principal offices in Allentown, Pennsylvania, written notice of the intent to transfer the Options on forms to be provided by the Company. |
7. | The Restricted Shares shall be issued to you, contingent upon your execution of this Agreement, as of 2 October 2007. Upon issuance of the Restricted Shares, you shall have all the rights of a shareholder with respect to the Restricted Shares, including the right to vote such Restricted Shares and receive all dividends or other distributions paid with respect to the Restricted Shares, subject to the restrictions contained in Paragraph 8 below. In the event of any change in the outstanding shares of Common Stock of the Company or the occurrence of certain other events described in Section 12 of the Plan, an equitable adjustment of the number of Restricted Shares covered by this Agreement shall be made consistent with the impact of such change or event upon the rights of the Companys other shareholders, and any additional Shares of Common Stock issued to you as a result of such adjustment shall be Restricted Shares subject to this Agreement, including, without limitation, the restrictions contained in Paragraph 8. |
8. | The Restriction Period with respect to the Restricted Shares shall be the period beginning 2 October 2007 and ending on the earliest of 1 October 2011; your death, Disability or Retirement on or after 30 September 2008, or a Change in Control of the Company. During the Restriction Period, the Restricted Shares may not be sold, |
assigned, transferred, encumbered, or otherwise disposed of by you; provided however, that such Restricted Shares may be used to pay the Grant Price by attestation upon your exercise of Stock Options, with the stipulation that the Restricted Shares attested will remain subject to the restrictions of this Paragraph 8 and the terms of this Agreement. If your employment by the Company and all its Subsidiaries is terminated for any reason prior to 30 September 2008, or for any reason other than death, Disability or Retirement prior to 1 October 2011, the Restricted Shares shall be forfeited in their entirety; provided that, in the event of a Change in Control of the Company, your rights to the Restricted Shares shall become immediately transferable and nonforfeitable. At the end of the Restriction Period, all nonforfeited Restricted Shares shall become transferable and otherwise be regular Shares. |
9. | At the end of the Restriction Period, and, if earlier, upon your election to include the value of the Restricted Shares in your federal taxable income pursuant to Internal Revenue Code Section 83(b), payment of taxes required to be withheld by the Company must be made. When taxation occurs at the end of the Restriction Period, applicable taxes will be withheld by reducing the number of the Restricted Shares issued to you by an amount equal in market value to the taxes required to be withheld. In the event you make a Section 83(b) election, applicable taxes must be paid in cash to the Company at the time the election is filed with the Internal Revenue Service. |
10. | In the event your employment is terminated due to your death on or after 30 September 2008, the Restricted Shares shall be transferred free of restriction, reduced by any applicable taxes, to your Designated Beneficiary or, if none, to your legal representative. |
11. | The Performance Shares granted to you are associated with a three year performance cycle ending 30 September 2010. The final version of the performance share payout schedule will be sent to you in a separate communication. The schedule will display how the growth and return measures will define payout opportunities. Subject to the forfeiture conditions contained in Paragraph 12, each earned Performance Share will entitle you to receive, at the end of the Deferral Period (as defined below), one Share. |
12. | The Deferral Period will begin on the date of this Agreement and will end on 1 October 2010. If your employment by the Company and all its affiliates is terminated for any reason prior to 30 September 2008, all your Performance Shares will be automatically forfeited in their entirety. If your employment by the Company and all its affiliates terminates on or after 30 September 2008, but during the Deferral Period, other than due to death, Disability or Retirement, you will forfeit all of your Performance Shares. If your employment by the Company and all its affiliates is terminated on or after 30 September 2008, but during the Deferral Period, due to death, Disability or Retirement, you will forfeit a pro-rata portion of your earned Performance Shares which portion in each case shall be based on the number of full months you worked following 30 September 2007. |
13. | Performance Shares earned and not forfeited shall be paid, reduced by the number of Shares equal in market value to any applicable taxes, as soon as administratively practical after the end of the Deferral Period, in Shares. No cash dividends or other amounts shall be payable with respect to the Performance Shares during the Deferral Period. At the end of the Deferral Period, for each earned and nonforfeited Performance Share, the Company will also pay to you a cash payment equal to the dividends which would have been paid on a Share during the Deferral Period (Dividend Equivalents), net of applicable taxes. |
14. | If your employment by the Company or a Subsidiary terminates during the Deferral Period due to death, payment in respect of earned Performance Shares that are not forfeited and of related Dividend Equivalents shall be made, as soon as practical after the Deferral Period, to your Designated Beneficiary or, if none, your legal representative, net of applicable taxes. |
15. | In the event of any change in the outstanding Shares of Common Stock of the Company or the occurrence of certain other events as described in Section 12 of the Plan, an equitable adjustment of the number of Performance Shares covered by this Agreement shall be made as provided in the Plan. |
16. | Notwithstanding anything to the contrary above, any Performance Shares earned or paid and any related Dividend Equivalents paid to you may be rescinded within three years of their payment in the event: the earning of such Performance Shares is predicated upon the achievement of financial results that are subsequently the subject of a restatement; the Committee determines in its sole discretion that you engaged in misconduct that caused or partially caused the need for the restatement; and the Performance Shares would not have been earned or a lesser amount of Performance Shares would have been earned based upon the restated financial results. In the event of any such rescission, you shall pay to the Company the amount of any gain realized or payment received as a result of any rescinded payment, in such manner and on such terms as may be required, and the Company shall be entitled to set off against the amount of any such gain or payment any amount owed to you by the Company or any Subsidiary. |
17. | In the event the Company determines, in its sole discretion, that you have engaged in a Prohibited Activity (as defined below), at any time during your employment, or within one year after termination of your employment from the Company or any Subsidiary, the Company may forfeit, cancel, modify, rescind, suspend, withhold, or otherwise limit or restrict any unexpired, unpaid, unexercised, or deferred Awards outstanding under this Agreement, and any exercise, payment, or delivery of an Award or Shares pursuant to an Award may be rescinded within six months after such exercise, payment, or delivery. In the event of any such rescission, you shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment, or delivery, in such manner and on such terms as may be required, and the Company shall be entitled to set off against the amount of any such gain or payment any amount owed to you by the Company or any Subsidiary. |
(a) | Nondisparagement making any statement, written or verbal, in any forum or media, or taking any action in disparagement of the Company or any Subsidiary or affiliate thereof (hereinafter, the Company), including but not limited to negative references to the Company or its products, services, corporate policies, current or former officers or employees, customers, suppliers, or business partners or associates; |
(b) | No Publicity publishing any opinion, fact, or material, delivering any lecture or address, participating in the making of any film, radio broadcast, or television transmission;, or communicating with any representative of the media relating to confidential matters regarding the business or affairs of the Company which you were involved with during your employment; |
(c) | Nondisclosure of Trade Secrets failure to hold in confidence all Trade Secrets of the Company that came into your knowledge during your employment by the Company, or disclosing, publishing, or making use of at any time such Trade Secrets, where the term Trade Secret means any technical or nontechnical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers, or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; |
(d) | Nondisclosure of Confidential Information failure to hold in confidence all Confidential Information of the Company that came into your knowledge during your employment by the Company, or disclosing, publishing, or making use of such Confidential Information, where the term Confidential Information means any data or information, other than Trade Secrets, that is valuable to the Company and not generally known to the public or to competitors of the Company; |
(e) | Return of Materials your failure, in the event of your termination of employment for any reason, promptly to deliver to the Company all memoranda, notes, records, manuals, or other documents, including all electronic or other copies of such materials and all documentation prepared or produced in connection therewith, containing Trade Secrets or Confidential Information regarding the Companys business, whether made or compiled by you or furnished to you by virtue of your employment with the Company; or your failure promptly to deliver to the Company all vehicles, computers, credit cards, telephones, handheld electronic devices, office equipment, and other property furnished to you by virtue of your employment with the Company; |
(f) | Noncompete and Nonsolicitation rendering services for any organization as an employee, officer, director, consultant, advisor, agent, broker, independent contractor, principal, or partner, or engaging directly or indirectly in any business which, in the sole judgment of the Company, is or becomes competitive with the Company during the one (1) year period following the termination of your employment; or directly or indirectly soliciting any customer, supplier, contractor, employee, agent, or consultant of the Company with whom you had contact during the last two years of your employment with the Company or became aware of through your employment with the Company, to cease doing business with, or to terminate their employment or business relationship with, the Company; or |
(g) | Violation of Company Policies violating any written policies of the Company applicable to you, including, without limitation, the Companys insider trading policy. |
18. | All determinations regarding the interpretation, construction, enforcement, waiver, or modification of this Agreement and/or the Plan shall be made in the Companys sole discretion or, in the case of Executive Officer Awards, by the Committee in its sole discretion and shall be final and binding on you and the Company. Determinations made under this Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated. |
19. | If any of the terms of this Agreement in the opinion of the Company conflict or are inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. |
20. | You understand and acknowledge that the Company holds certain personal information about you, including but not limited to your name, home address, telephone number, date of birth, social security number, salary, nationality, job title, and details of all Shares awarded, cancelled, vested, unvested, or outstanding (the personal data). Certain personal data may also constitute sensitive personal data within the meaning of applicable local law. Such data include but are not limited to the information provided above and any changes thereto and other appropriate personal and financial data about you. You hereby provide explicit consent to the Company and any Subsidiary to process any such personal data and sensitive personal data. You also hereby provide explicit consent to the Company |
and any Subsidiary to transfer any such personal data and sensitive personal data outside the country in which you are employed, and to the United States. The legal persons for whom such personal data are intended are the Company and any third party providing services to the Company in connection with the administration of the Plan. | ||
21. | By accepting this award, you acknowledge having received and read the Plan Prospectus, and you consent to receiving information and materials in connection with this Award or any subsequent awards under the Companys long-term performance plans, including without limitation any prospectuses and plan documents, by any means of electronic delivery available now and/or in the future (including without limitation by e-mail, by Website access, and/or by facsimile), such consent to remain in effect unless and until revoked in writing by you. This Agreement and the Plan, which is incorporated herein by reference, constitute the entire agreement between you and the Company regarding the terms and conditions of this Award. |
22. | You submit to the exclusive jurisdiction and venue of the federal or state courts of the Commonwealth of Pennsylvania to resolve all issues that may arise out of or relate to and all determinations made under this Agreement. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts or choice of law rules or principles. |
23. | If any court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. |
24. | Neither your FY2008 Awards, this Award Agreement, nor the Plan constitute a contract of employment; nor do they guarantee your continued employment for any period required for all or any of your Options to vest or become exercisable. |
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AIR PRODUCTS AND CHEMICALS, INC., AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS
TO FIXED CHARGES
(Unaudited)
Year Ended 30 September
Three
Months
Ended
31 Dec
2003
2004
2005
2006
2007
2007
$
422.2
$
591.4
$
677.9
$
714.9
$
1,004.4
$
257.0
153.8
219.3
247.1
260.4
279.8
96.1
148.7
145.0
140.6
148.5
192.9
47.9
6.5
7.0
6.1
6.5
6.4
1.7
(16.2
)
(28.7
)
(29.2
)
(29.2
)
(61.2
)
(12.8
)
$
715.0
$
934.0
$
1,042.5
$
1,101.1
$
1,422.3
$
389.9
$
125.6
$
123.2
$
113.3
$
120.1
$
164.0
$
40.8
6.2
7.9
14.9
18.8
14.6
7.2
2.1
1.4
4.1
4.8
4.1
1.2
19.4
20.4
23.2
23.6
24.8
5.9
$
153.3
$
152.9
$
155.5
$
167.3
$
207.5
$
55.1
4.7
6.1
6.7
6.6
6.9
7.1
(1) | The ratio of earnings to fixed charges is determined by dividing earnings, which includes income from continuing operations before taxes, undistributed earnings of less-than-fifty-percent-owned affiliates, and fixed charges, by fixed charges. Fixed charges consist of interest on all indebtedness plus that portion of operating lease rentals representative of the interest factor (deemed to be 21% of operating lease rentals). |
1. | I have reviewed this quarterly report on Form 10-Q of Air Products and Chemicals, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants |
auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
/s/ John E. McGlade | ||||
John E. McGlade | ||||
President and Chief Executive Officer | ||||
1. | I have reviewed this quarterly report on Form 10-Q of Air Products and Chemicals, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants |
auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
/s/ Paul E. Huck | ||||
Paul E. Huck | ||||
Senior Vice President and Chief Financial Officer | ||||
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: 25 January 2008 | /s/ John E. McGlade | |||
John E. McGlade | ||||
Chief Executive Officer | ||||
/s/ Paul E. Huck | ||||
Paul E. Huck | ||||
Chief Financial Officer | ||||