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) 20 October 1999
----------------
<TABLE>
<CAPTION>
Air Products and Chemicals, Inc.
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(Exact name of registrant as specified in charter)
<S> <C> <C>
Delaware 1-4534 23-1274455
---------------------------------------------- ------------------------ ---------------------------
(State of other jurisdiction of incorporation) (Commission file number) (IRS Identification number)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
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(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (610) 481-4911
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<PAGE>
Item 5. Other Events.
- ------- ------------
The registrant reported income from operations of $116 million,
or diluted earnings per share of 54 cents, for the fourth quarter ended
September 30, 1999. This excludes an after-tax gain of $4.4 million, or
two cents per share, related to a net gain on foreign currency hedges
offset by financing and other costs associated with the BOC acquisition.
Also excluded is an after-tax gain of $2.4 million, or one cent per share,
due to reductions in costs for the formation of Air Products Polymers. This
compares to last year's record income from operations of $128 million, or
59 cents per share, a per share decrease of eight percent. Sales of
$1.3 billion were equal to last year's sales for the quarter.
Industrial gases sales were up three percent with volume increases in Asia
and the Chemical and Process Industry (CPI) market sector accounting for most
of the gain. Operating income and margins were down compared with the prior
year. In both North America and Europe, slow manufacturing growth resulted in
modest volume gains and continued price pressure. In addition, overall
profitability was impacted by higher natural gas prices and unanticipated
facility outages. Asian profits grew from increased volumes and the
consolidation of some joint ventures that are now wholly-owned.
Gases equity affiliates' income was up substantially, driven
by improved volumes in Asia and Mexico and a stronger peso. These
results overcame a decline in Europe associated with a one-time gain in
1998 related to income taxes.
Chemicals sales were up nine percent, or three percent
excluding the Wacker joint venture. Operating income fell as favorable
volumes were more than offset by price declines, higher raw material
costs and higher fixed plant costs related to capacity expansions.
As expected, Equipment and Services reported lower sales and
operating income due to reduced business activity.
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<PAGE>
For fiscal 1999, Air Products reported record sales of $5.0 billion,
up two percent compared with the prior year. Income from operations was
$451 million, or $2.09 per share, a per share decrease of six percent
compared with last year's record income from operations of $489 million,
or $2.22 per share. These results do not include the special items noted
in the footnotes to the financial statements. Of the 13 cents per share
decline in earnings, approximately eight cents per share of the decline is
due to reduced activity in our equipment business, which was expected.
Commenting on the year, Air Products Chairman H. A. Wagner said, "This
was a disappointing year for Air Products. Slower than expected growth in the
global manufacturing sector deeply impacted some of our key gases markets.
In addition, our chemicals group experienced some significant one-time,
unexpected events, such as customers' outages and operating issues. While we
are not satisfied with our performance this year, we believe our core business
positions in both gases and chemicals are sound."
Mr. Wagner continued, "We're encouraged by the improved outlook for
the manufacturing sector, especially outside of North America. As our key
geographies and markets recover, the loading of our facilities, coupled
with continued cost control and asset management, is expected to result in
earnings growth of about 10 percent next year before the impact of the BOC
transaction."
In commenting on the BOC transaction, Mr. Wagner said, "This strategic
transaction is expected to be completed by mid-fiscal year. We anticipate
its impact in fiscal 2000 will be modestly accretive on an earnings per
share before goodwill basis and approximately 10 percent dilutive on reported
earnings per share excluding transaction and integration charges."
NOTE: The forward-looking statements contained in this document are
based on current expectations regarding important risk factors. Actual
results may differ materially from those expressed. In addition to
important risk factors and uncertainties referred to in the
Management's Discussion and Analysis such as those relating to the Year
2000, other important risk factors and uncertainties include the impact
of worldwide economic growth, pricing of both the Company's products and
3
<PAGE>
raw materials such as electricity, customer outages and customer
demand, and other factors resulting from fluctuations in interest rates
and foreign currencies, the impact of competitive products and pricing,
success of cost control programs, and the impact of tax and other
legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate.
Factors that might cause forward looking statements related to
the BOC transaction to differ materially from actual results include,
among other things, requirements or delays imposed by regulatory
authorities to permit the transaction to be consummated, unanticipated
tax and other costs in separating the ownership of BOC's businesses and
assets, ability to amortize goodwill over 40 years, overall economic
and business conditions, demand for the goods and services of Air
Products or BOC or their respective affiliates, competitive factors in
the industries in which each of them competes, changes in government
regulation, success of implementing synergies and other cost reduction
programs, the timing, impact, and other uncertainties of future
acquisitions or combinations within relevant industries, fluctuations
in interest rates and foreign currencies, and the price at which Air
Products would issue additional equity, as well as the impact of tax
and other legislation and other regulations in the jurisdictions in
which Air Products and BOC and their respective affiliates operate.
Financial tables follow:
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AIR PRODUCTS AND CHEMICALS, INC.
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
(Unaudited)
<TABLE>
<CAPTION>
(Millions of dollars, except per share)
- ------------------------------------------------------------------------------
Three Months Ended Twelve Months Ended
30 September 30 September
1999 1998 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales $1,254.4 $1,250.3 $5,020.1 $4,919.0
Net Income $ 122.6(a) $ 127.7 $ 450.5(b) $ 546.8(c)
Basic Earnings
Per Share $ .58(a) $ .60 $ 2.12(b) $ 2.54(c)
Diluted Earnings
Per Share $ .57(a) $ .59 $ 2.09(b) $ 2.48(c)
- ------------------------------------------------------------------------------
Operating Return
on Net Assets (d) 10.4% 12.3%
Capital
Expenditures (e) $1,106.0(f) $1,000.7
Depreciation $ 136.9 $ 130.4 523.7 $ 489.4
- -------------------------------------------------------------------------------
</TABLE>
(a) Includes a net after-tax gain of $4.4 million, or $.02 per share, from BOC
currency options net of pre-acquisition expenses and includes an after-tax
gain of $2.4 million, or $.01 per share, due to reductions in costs for the
formation of Air Products Polymers. Excluding the impact of these special
items, net income was $115.8 million, basic earnings per share was $.55,
and diluted earnings per share was $.54.
(b) Includes a net after-tax gain of $4.4 million, or $.02 per share, from
BOC currency options net of pre-acquisition expenses, an after-tax gain of
$23.6 million, or $.11 per share related to the formation of Air Products
Polymers, an after-tax charge of $21.9 million, or $.10 per share related
to the global cost reduction programs, and an after-tax charge of
$6.4 million, or $.03 per share primarily related to Chemicals facility
closure costs. Excluding the impact of these special items, net income was
$450.8 million, basic earnings per share was $2.12 and diluted earnings
per share was $2.09.
(c) Includes an after-tax gain of $35.1 million, or $.16 per share from the
sale of the company's 50% interest in American Ref-Fuel Company, an
after-tax gain of $7.6 million, or $.03 per share from a cogeneration
project contract settlement, and an after-tax gain of $15.4 million, or
$.07 per share from the settlement of a power contract restructuring.
Excluding the impact of these special items, net income was $488.7 million,
basic earnings per share was $2.27 and diluted earnings per share was
$2.22.
(d) Operating return on net assets (ORONA) is calculated as the rolling four
quarter sum of operating income divided by the rolling five quarter
average of total assets less investments in equity affiliates. The
5
<PAGE>
ORONA calculation excludes $34.2 million in charges related to the global
cost reduction programs and $10.3 million in charges primarily related to
Chemicals facility closure costs.
(e) Capital expenditures include additions to plant and equipment, investments
in and advances to unconsolidated affiliates, acquisitions, and capital
lease additions.
(f) Excludes the company's contribution of $121.7 million of assets to the
Air Products Polymers venture.
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<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED INCOME
(Unaudited)
<TABLE>
<CAPTION>
(Millions of dollars, except per share)
- ---------------------------------------------------------------------------
Three Months Ended Twelve Months Ended
30 September 30 September
1999 1998 1999 1998
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES AND OTHER INCOME
Sales $1,254.4 $1,250.3 $5,020.1 $4,919.0
Other income 7.4 5.4(a) 19.7 15.5(a)
- ---------------------------------------------------------------------------
1,261.8 1,255.7 5,039.8 4,934.5
- ---------------------------------------------------------------------------
COSTS AND EXPENSES
Cost of sales 877.3 845.7(b) 3,501.4 3,317.0(b)
Selling and administrative 166.5 165.2(b) 690.6 659.8(b)
Research and development 32.7 30.0 123.1 112.0
- ---------------------------------------------------------------------------
OPERATING INCOME 185.3 214.8 724.7 845.7
Income from equity affiliates,
net of related expenses 22.4 13.4 61.5 38.0
Gain on American Ref-Fuel sale
and contract settlements -- -- -- 103.5
Net gain on formation of
polymer venture 3.8 -- 34.9 --
Gain on BOC currency options net
of pre-acquisition expenses 7.0 -- 7.0 --
Interest expense 39.0 41.6 159.1 162.8
- -----------------------------------------------------------------------------
INCOME BEFORE TAXES
AND MINORITY INTEREST 179.5 186.6 669.0 824.4
Income taxes 54.0 59.1 203.4 276.9
Minority interest(c) 2.9 (.2)(a) 15.1 .7(a)
- -----------------------------------------------------------------------------
NET INCOME $ 122.6 $ 127.7 $ 450.5 $ 546.8
- -----------------------------------------------------------------------------
BASIC EARNINGS PER
COMMON SHARE $ .58 $ .60 $ 2.12 $ 2.54
- -----------------------------------------------------------------------------
DILUTED EARNINGS PER
COMMON SHARE $ .57 $ .59 $ 2.09 $ 2.48
- -----------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES (in millions) 213.0 212.7 212.2 215.5
- -----------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES (in millions) (d) 216.3 216.6 216.0 220.1
- -----------------------------------------------------------------------------
DIVIDENDS DECLARED PER
COMMON SHARE - Cash $ .18 $ .17 $ .70 $ .64
- -----------------------------------------------------------------------------
</TABLE>
(a) The results for the three and twelve months ended 30 September 1998 have
been restated to reflect the current year presentation of minority interest
in a separate line item between income taxes and net income.
(b) The results for the three and twelve months ended 30 September 1998 have
been restated to reflect the current year presentation of distribution
expense in cost of sales.
(c) Minority interest primarily includes before-tax amounts.
(d) The dilution of earnings per common share is due mainly to the impact of
unexercised stock options.
7
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
(Millions of dollars, except per share)
- ----------------------------------------------------------------------------
30 Sept. 30 Sept.
ASSETS 1999 1998
- ----------------------------------------------------------------------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash items $ 61.6 $ 61.5
Fair value of BOC currency options 70.4 --
Trade receivables, less allowances for
doubtful accounts 894.7 881.1
Inventories 424.9 428.6
Contracts in progress, less progress billings 79.8 94.1
Other current assets 251.0 176.4
- ----------------------------------------------------------------------------
TOTAL CURRENT ASSETS 1,782.4 1,641.7
- ----------------------------------------------------------------------------
INVESTMENTS IN NET ASSETS OF AND ADVANCES TO
UNCONSOLIDATED AFFILIATES 521.4 362.0
OTHER INVESTMENTS AND ADVANCES 35.3 18.4
PLANT AND EQUIPMENT, at cost 10,187.9 9,489.5
Less - Accumulated depreciation 4,995.0 4,703.4
- ----------------------------------------------------------------------------
PLANT AND EQUIPMENT, net 5,192.9 4,786.1
- ----------------------------------------------------------------------------
GOODWILL 350.4 324.9
OTHER NONCURRENT ASSETS 356.7 356.5
- ----------------------------------------------------------------------------
TOTAL ASSETS $8,239.1 $7,489.6
============================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ----------------------------------------------------------------------------
CURRENT LIABILITIES
Payables, trade and other $ 505.8 $ 478.7
Accrued liabilities 407.0 332.8
Accrued income taxes 64.5 30.9
Short-term borrowings 407.6 270.1
Current portion of long-term debt 473.0 153.1
- ----------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 1,857.9 1,265.6
- ----------------------------------------------------------------------------
LONG-TERM DEBT 1,961.7 2,274.3
DEFERRED INCOME & OTHER NONCURRENT LIABILITIES 617.9 570.9
DEFERRED INCOME TAXES 724.1 703.0
- ----------------------------------------------------------------------------
TOTAL LIABILITIES 5,161.6 4,813.8
- ----------------------------------------------------------------------------
MINORITY INTERESTS IN SUBSIDIARY COMPANIES 127.3 8.5
- ----------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock, par value $1 per share 249.4 249.4
Capital in excess of par value 341.5 329.2
Retained earnings 3,701.8 3,400.0
Accumulated other comprehensive income (285.8) (231.5)
Treasury stock, at cost (681.6) (657.0)
Shares in trust (375.1) (422.8)
- ----------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 2,950.2 2,667.3
- ----------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $8,239.1 $7,489.6
============================================================================
</TABLE>
8
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
<TABLE>
<CAPTION>
(Millions of dollars)
- ------------------------------------------------------------------------------
Three Months Ended Twelve Months Ended
30 September 30 September
1999 1998 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET INCOME $ 122.6 $ 127.7 $ 450.5 $ 546.8
- ------------------------------------------------------------------------------
OTHER COMPREHENSIVE INCOME,
net of tax
Foreign currency
translation adjustments 32.6 42.6 (61.4) (36.1)
Unrealized gains on
investments:
Unrealized holding gains
arising during the period (2.2) (2.5) 7.1 (2.0)
Less: reclassification
adjustment for gains
included in net income -- -- -- --
Net unrealized gains on
investments (2.2) (2.5) 7.1 (2.0)
Minimum pension liability
adjustments -- (14.2) -- (14.2)
- ------------------------------------------------------------------------------
TOTAL OTHER COMPREHENSIVE
INCOME 30.4 25.9 (54.3) (52.3)
- ------------------------------------------------------------------------------
COMPREHENSIVE INCOME $ 153.0 $ 153.6 $ 396.2 $ 494.5
==============================================================================
</TABLE>
9
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
(Millions of dollars)
- -------------------------------------------------------------------------------
Twelve Months Ended
30 September
1999 1998
- -------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $450.5 $546.8
Adjustments to reconcile income to cash
provided by operating activities:
Depreciation 523.7 489.4
Deferred income taxes 58.8 62.3
Ref-Fuel divestiture deferred income taxes -- (80.3)
Gain on formation of polymer venture (34.9) --
Other 57.0 42.0
Working capital changes that provided (used)
cash, net of effects of acquisitions:
Trade receivables (26.3) 11.2
Fair value of BOC currency options (70.4) --
Inventories and contracts in progress 37.1 (2.7)
Payables, trade and other 26.4 (144.4)
Accrued liabilities 67.8 (23.3)
Other (33.1) 72.7
- -------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES 1,056.6 973.7
- -------------------------------------------------------------------------------
INVESTING ACTIVITIES
Additions to plant and equipment (880.3) (770.9)
Acquisitions, less cash acquired (83.0) (182.2)
Investment in and advances to unconsolidated
affiliates (116.8) (31.9)
Proceeds from sale of assets and investments 46.7 328.3
Other 4.4 (27.6)
- -------------------------------------------------------------------------------
CASH (USED FOR) INVESTING ACTIVITIES (1,029.0) (684.3)
- -------------------------------------------------------------------------------
FINANCING ACTIVITIES
Long-term debt proceeds 83.3 102.2
Payments on long-term debt (45.6) (70.7)
Net increase in commercial paper 42.3 185.7
Net increase (decrease) in other short-term
borrowings 15.2 (11.3)
Dividends paid to shareholders (146.2) (134.0)
Purchase of Treasury Stock (24.6) (365.0)
Other 46.6 13.2
- -------------------------------------------------------------------------------
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES (29.0) (279.9)
- -------------------------------------------------------------------------------
Effect of Exchange Rate Changes on Cash 1.5 (0.5)
- -------------------------------------------------------------------------------
Increase in Cash and Cash Items .1 9.0
Cash and Cash Items - Beginning of Year 61.5 52.5
- -------------------------------------------------------------------------------
Cash and Cash Items - End of Period $61.6 $61.5
===============================================================================
</TABLE>
10
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The results for the twelve months ended 30 September 1999 include a charge of
$34.2 million ($21.9 million after-tax, or $.10 per share) for the global cost
reduction programs. The charges to cost of sales, selling and administrative,
and research and development were $15.3 million, $17.8 million, and $1.1
million, respectively for the twelve months ended 30 September 1999.
The fiscal year 1999 global cost reduction programs began in the first fiscal
quarter. The first quarter program included a staff reduction plan of 206
employees and resulted in a charge to expense of $20.3 million ($12.9 million
after-tax, or $.06 per share). The third quarter also included a charge of
$13.9 million ($9.0 million after-tax, or $.04 per share) for a second program.
This program results in a staffing reduction of 142 employees.
Of the total amount charged to expense in the first and third fiscal quarters,
$19.8 million has been incurred and the balance is included in accrued
liabilities. The first program will be completed by 31 December 1999 and the
second program will be completed by 30 June 2000.
The results for the twelve months ended 30 September 1999 include a net gain of
$34.9 million ($23.6 million after-tax, or $.11 per share) related to the
formation of Air Products Polymers (a 65% majority owned venture with
Wacker-Chemie GmbH). The gain was partially offset by costs related to an
emulsions facility shutdown not included in the joint venture and for costs
related to indemnities provided by Air Products to the venture.
The results for the twelve months ended 30 September 1999 also include a charge
of $10.3 million ($6.4 million after-tax, or $.03 per share) primarily related
to Chemicals facility closure costs.
On 13 July 1999, the company announced that its board and the boards of L'Air
Liquide S.A. ("Air Liquide") of France and The BOC Group plc ("BOC") have agreed
to the terms of a recommended offer under which it and Air Liquide will acquire
BOC, the leading British industrial gases company, for UK(pound)14.60 per share
in cash, or a total of approximately UK pound 7.2 billion. Air Products has a
UK(pound)3,950,000,000 credit agreement to provide backup for commercial paper
or direct funding for its 50% share of the offer price. The offer will formally
commence in the United Kingdom and the United States upon receipt of the
necessary regulatory clearances, which are expected in the first quarter of
calendar year 2000. The company expects the transaction will be included for
approximately six months of fiscal 2000, probably as an equity affiliate.
Excluding transaction and integration charges, the impact of the transaction
should be modestly accretive to earnings per share before goodwill amortization
and approximately 10% dilutive to reported earnings per share after goodwill
amortization. Air Products has filed a Form 8-K on 13 July 1999 with the United
States Securities and Exchange Commission which provides additional details of
this transaction.
As of 30 September 1999 the company has entered into purchased currency
options contracts for approximately UK(pound)1.7 billion. These options
expire in fiscal year 2000. The Company will record gains and losses
associated with changes in the market value of these options currently in
earnings since hedge accounting may not be applied to instruments which are
used to hedge the cost of a business combination. The results for the three and
11
<PAGE>
twelve months ended 30 September 1999 include a net gain of $7.0 million
($4.4 million after-tax, or $.02 per share), from BOC currency options net of
pre-acquisition expenses.
In December 1997, the company sold its 50% interest in American Ref-Fuel
Company, its former waste-to-energy joint venture with Browning-Ferris
Industries, Inc. (BFI), to Duke Energy Power Services and United American Energy
Corporation. This transaction provided for the sale of Air Products' interest
in American Ref-Fuel's five waste-to-energy facilities for $237 million, and
the assumption of various parental support agreements by Duke Energy Capital
Corporation, the parent company of Duke Energy Power Services. The income
statement for the twelve months ended 30 September 1998 includes a gain of
$62.6 million from this sale, ($35.1 million after-tax, or $.16 per share).
When the 50% interest in the American Ref-Fuel Company was sold, Air Products
retained a limited partnership interest in a project that was undergoing a
power contract restructuring. The restructuring was completed in June 1998.
The twelve months ended 30 September 1998 include a gain, net of transaction
costs, of $28.3 million ($15.4 million after-tax. or $.07 per share).
The results for the twelve months ended 30 September 1998 also include a gain
of $12.6 million from a cogeneration project contract settlement ($7.6 million
after-tax, or $.03 per share).
12
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
SUMMARY BY BUSINESS SEGMENTS
(Unaudited)
<TABLE>
<CAPTION>
(Millions of dollars)
- -----------------------------------------------------------------------------
Three Months Ended Twelve Months Ended
30 September 30 September
1999 1998 1999 1998
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales:
Industrial Gases $ 761.8 $ 739.3 $2,955.4 $2,907.5
Chemicals 422.9 386.3 1,657.4 1,539.2
Equipment/Services 69.7 124.7 407.3 472.3
Corporate/Other -- -- -- --
- -----------------------------------------------------------------------------
CONSOLIDATED $1,254.4 $1,250.3 $5,020.1 $4,919.0
- -----------------------------------------------------------------------------
Operating Income:
Industrial Gases $ 141.3 $ 145.5 $ 535.2(a) $ 573.1
Chemicals 52.4 62.3 196.6(a)(b) 253.7
Equipment/Services 3.6 22.7 42.9(a) 73.1
Corporate/Other (12.0) (15.7)(c) (50.0)(a) (54.2)(c)
- -----------------------------------------------------------------------------
CONSOLIDATED $ 185.3 $ 214.8 $ 724.7 $ 845.7
- -----------------------------------------------------------------------------
Equity Affiliates' Income:
Industrial Gases $ 12.0 $ 9.0(d) $ 32.7 $ 17.3(d)
Chemicals 3.5 .1 12.4 .6
Equipment/Services 6.7 4.5 15.7 17.7
Corporate/Other .2 (0.2) .7 2.4
- -----------------------------------------------------------------------------
CONSOLIDATED $ 22.4 $ 13.4 $ 61.5 $ 38.0
- -----------------------------------------------------------------------------
Operating Return on Net Assets: (e)
Industrial Gases 10.8% 11.7%
Chemicals 12.9 18.1
Equipment/Services 16.8 23.1
Corporate/Other N/A N/A
- ------------------------------------------------------------------------------
CONSOLIDATED 10.4% 12.3%
- ------------------------------------------------------------------------------
</TABLE>
(a) The results for the twelve months ended 30 September 1999 include the cost
reduction charges in Industrial Gases ($27.0 million), Chemicals
($4.0 million), Equipment/Services ($2.7 million), and Corporate/Other
($.5 million).
(b) The results for the twelve months ended 30 September 1999 also include a
charge of $10.3 million primarily related to Chemicals facility closure
costs.
(c) The results for the three and twelve months ended 30 September 1998 have
been restated to reflect the current year presentation of minority
interest in a separate line item between income taxes and net income.
(d) Equity affiliates' income for the three and twelve months ended
30 September 1998 includes $4.1 million in tax benefits in a European
venture.
(e) Operating return on net assets (ORONA) is calculated as the rolling four
quarter sum of operating income divided by the rolling five quarter
average of total assets less investments in equity affiliates. The
13
<PAGE>
ORONA calculation excludes $34.2 million in charges related to the global
cost reduction programs and $10.3 million in charges primarily related to
Chemicals facility closure costs.
14
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
SUMMARY BY GEOGRAPHIC REGIONS
(Unaudited)
<TABLE>
<CAPTION>
(Millions of dollars)
- ----------------------------------------------------------------------------
Three Months Ended Twelve Months Ended
- ----------------------------------------------------------------------------
30 September 30 September
1999 1998 1999 1998
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales:
United States $ 823.7 $ 836.7 $3,226.9 $3,381.5
Europe 346.3 346.8 1,503.7 1,293.3
Canada/Latin America 51.4 57.6 202.4 216.6
Other 33.0 9.2 87.1 27.6
- ----------------------------------------------------------------------------
CONSOLIDATED $1,254.4 $1,250.3 $5,020.1 $4,919.0
- ----------------------------------------------------------------------------
Operating Income:
United States $ 119.3 $ 149.3 (c) $ 499.8(a)(b)$ 635.0 (c)
Europe 51.3 57.5 (c) 192.7(a) 194.4 (c)
Canada/Latin America 12.1 8.4 (c) 31.5 19.3 (c)
Other 2.6 (.4) 0.7 (3.0)(c)
- ----------------------------------------------------------------------------
CONSOLIDATED $ 185.3 $ 214.8 $ 724.7 $ 845.7
- ----------------------------------------------------------------------------
Equity Affiliates' Income:
United States $ 6.5 $ 3.8 $ 18.6 $ 19.0
Europe 3.0 7.4(d) 12.5 15.0(d)
Canada/Latin America 6.7 2.6 20.8 11.2
Other 6.2 (.4) 9.6 (7.2)
- ----------------------------------------------------------------------------
CONSOLIDATED $ 22.4 $ 13.4 $ 61.5 $ 38.0
- ----------------------------------------------------------------------------
</TABLE>
(a) The results for the twelve months ended 30 September 1999 include the
cost reduction charges in the United States ($13.4 million) and Europe
($20.8 million).
(b) The results for the twelve months ended 30 September 1999 also include a
charge of $10.3 million in the United States primarily related to
Chemicals facility closure costs.
(c) The results for the three and twelve months ended 30 September 1998 have
been restated to reflect the current year presentation of minority
interest in a separate line item between income taxes and net income.
(d) Equity affiliates' income of Europe for the three and twelve months ended
30 September 1998 includes $4.1 million in tax benefits.
15
<PAGE>
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)
Dated: 20 October 1999 By: /s/ Leo J. Daley
------------------------------------
Leo J. Daley
Vice President - Finance
(Chief Financial Officer)
16
