UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended 30 June 2000
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OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-4534
AIR PRODUCTS AND CHEMICALS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 23-1274455
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(State of Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code 610-481-4911
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Indicate by check |X| 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 |X| No
--- --
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at 9 August 2000
---------------- -----------------------------
Common Stock, $1 par value 229,305,191
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
INDEX
Page No.
--------
Part I. Financial Information
Consolidated Balance Sheets -
30 June 2000 and 30 September 1999 .............................. 3
Consolidated Income -
Three Months and Nine Months Ended 30 June 2000 and 1999 ........ 4
Consolidated Statement of Comprehensive Income
Three Months and Nine Months Ended 30 June 2000 and 1999 ........ 5
Consolidated Cash Flows -
Nine Months Ended 30 June 2000 and 1999 ......................... 6
Summary by Business Segments -
Three Months and Nine Months Ended 30 June 2000 and 1999......... 8
Summary by Geographic Regions -
Three Months and Nine Months Ended 30 June 2000 and 1999......... 11
Notes to Consolidated Financial Statements ......................... 12
Management's Discussion and Analysis ............................... 15
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K .......................... 26
Signatures ......................................................... 27
REMARKS:
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 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 all 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. Such adjustments are of a normal, recurring nature unless otherwise
disclosed in the notes to consolidated financial statements. However, the
results for the periods indicated herein reflect certain adjustments, such as
the valuation of inventories on the LIFO cost basis, which can only be finally
determined on an annual basis. It is suggested that these consolidated condensed
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's latest annual report on Form 10-K.
Results of operations for any three or nine month period are not necessarily
indicative of the results of operations for a full year.
2
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Millions of dollars)
--------------------------------------------------------------------------------------------------------
30 June 30 September
ASSETS 2000 1999
(Unaudited)
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash items $113.3 $61.6
Trade receivables, less allowances for 960.9 894.7
doubtful accounts
Inventories 445.4 424.9
Contracts in progress, less progress billings 79.0 79.8
Other current assets 349.8 321.4
--------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 1,948.5 1,782.4
--------------------------------------------------------------------------------------------------------
INVESTMENTS IN NET ASSETS OF AND ADVANCES 503.7 521.4
TO EQUITY AFFILIATES
OTHER INVESTMENTS AND ADVANCES 28.0 38.4
--------------------------------------------------------------------------------------------------------
PLANT AND EQUIPMENT, at cost 10,625.4 10,187.9
Less - Accumulated depreciation 5,211.8 4,995.0
--------------------------------------------------------------------------------------------------------
PLANT AND EQUIPMENT, net 5,413.6 5,192.9
--------------------------------------------------------------------------------------------------------
GOODWILL 326.8 350.4
OTHER NONCURRENT ASSETS 346.2 350.0
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TOTAL ASSETS $8,566.8 $8,235.5
========================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
Payables, trade and other $557.3 $505.8
Accrued liabilities 325.3 407.0
Accrued income taxes 12.5 64.4
Short-term borrowings 716.2 407.6
Current portion of long-term debt 72.8 473.0
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TOTAL CURRENT LIABILITIES 1,684.1 1,857.8
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LONG-TERM DEBT 2,800.2 1,961.6
DEFERRED INCOME & OTHER NONCURRENT 565.9 596.1
LIABILITIES
DEFERRED INCOME TAXES 750.9 731.1
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TOTAL LIABILITIES 5,801.1 5,146.6
--------------------------------------------------------------------------------------------------------
MINORITY INTERESTS IN SUBSIDIARY 122.0 127.3
COMPANIES
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SHAREHOLDERS' EQUITY
Common stock (par value $1 per share; issued 2000 and 249.4 249.4
1999-249,455,584 shares)
Capital in excess of par value 342.3 341.5
Retained earnings 3,490.1 3,701.8
Accumulated other comprehensive income (391.6) (274.4)
Treasury Stock, at cost (2000-20,150,393 shares; 1999- (681.6) (681.6)
20,150,722 shares)
Shares in trust (2000-15,993,456 shares; 1999- (364.9) (375.1)
16,374,083 shares)
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TOTAL SHAREHOLDERS' EQUITY 2,643.7 2,961.6
--------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $8,566.8 $8,235.5
========================================================================================================
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED INCOME
(Unaudited)
<TABLE>
<CAPTION>
(Millions of dollars, except per share)
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Three Months Ended Nine Months Ended
30 June 30 June
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
SALES AND OTHER INCOME
Sales $1,406.4 $1,237.8 $4,018.0 $3,765.7
Other income (expense), net (4.5) 2.9 9.4 12.3
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1,401.9 1,240.7 4,027.4 3,778.0
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COSTS AND EXPENSES
Cost of sales 993.7 871.0 2,796.4 2,624.1
Selling and administrative 189.5 172.6 537.2 524.1
Research and development 32.3 29.4 92.3 90.4
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OPERATING INCOME 186.4 167.7 601.5 539.4
Income from equity affiliates, net of 20.4 15.2 62.0 39.1
related expenses
Net gain on formation of polymer -- -- -- 31.1
venture
Loss on currency hedges related to 482.5 -- 730.4 --
BOC transaction and expenses
Interest expense 52.9 39.3 141.0 120.1
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INCOME (LOSS) BEFORE (328.6) 143.6 (207.9) 489.5
TAXES AND MINORITY
INTEREST
Income taxes (benefits) (137.6) 44.4 (120.2) 149.4
Minority interest (a) 1.5 4.6 6.6 12.2
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NET INCOME (LOSS) $(192.5) $94.6 $(94.3) $327.9
====================================================================================================================
BASIC EARNINGS (LOSS) PER $(.90) $.45 $(.44) $1.55
COMMON SHARE
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DILUTED EARNINGS (LOSS) $(.90) $.44 $(.44) $1.52
PER COMMON SHARE
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WEIGHTED AVERAGE 213.4 212.5 213.3 211.9
NUMBER OF COMMON
SHARES (in millions)
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WEIGHTED AVERAGE 213.4 217.0 213.3 215.9
NUMBER OF COMMON AND
COMMON EQUIVALENT
SHARES (in millions) (b)(c)
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DIVIDENDS DECLARED PER $.19 $.18 $.55 $.52
COMMON SHARE - Cash
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</TABLE>
(a) Minority interest primarily includes before-tax amounts.
(b) Common equivalent shares were not considered in fiscal year 2000 due to the
net loss position.
(c) The dilution of earnings per common share in fiscal 1999 is due mainly to
the impact of unexercised stock options.
The accompanying notes are an integral part of these statements.
4
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
<TABLE>
<CAPTION>
(Millions of dollars)
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Three Months Ended Nine Months Ended
30 June 30 June
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
NET INCOME (LOSS) $(192.5) $94.6 $(94.3) $327.9
---------------------------------------------------------------------------------------------------------------------
OTHER COMPREHENSIVE
INCOME (LOSS), net of tax
Foreign currency translation (51.2) (37.6) (114.5) (93.9)
adjustments
Unrealized gains (losses) on
investments:
Unrealized holding gains (losses) -- 5.0 (2.7) 9.1
arising during the period
Less: reclassification adjustment -- -- -- --
for gains included in net income
---------------------------------------------------------------------------------------------------------------------
Net unrealized gains (losses) on -- 5.0 (2.7) 9.1
investments
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TOTAL OTHER (51.2) (32.6) (117.2) (84.8)
COMPREHENSIVE INCOME
(LOSS)
---------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME $(243.7) $62.0 $(211.5) $243.1
(LOSS)
=====================================================================================================================
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
CONSOLIDATED CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
(Millions of dollars)
---------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended
30 June
2000 1999
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income (Loss) $(94.3) $327.9
Adjustments to reconcile income (loss) to cash provided by
operating activities:
Depreciation 426.7 386.8
Deferred income taxes 3.4 39.8
Gain on formation of polymer venture -- (31.1)
Loss on BOC transaction 706.1 --
Undistributed (earnings) of unconsolidated affiliates (43.1) (25.2)
(Gain) loss on sale of assets and investments (9.0) 1.4
Other 115.8 89.8
Working capital changes that provided (used) cash, net of
effects of acquisitions:
Trade receivables (89.8) (66.2)
Inventories and contracts in progress (27.1) 13.4
Payables, trade and other 56.1 90.9
Other (167.5) (36.8)
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CASH PROVIDED BY OPERATING ACTIVITIES 877.3 790.7
---------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Additions to plant and equipment (a) (586.2) (671.8)
Acquisitions, less cash acquired (b)(c) (169.7) (75.5)
Investment in and advances to unconsolidated affiliates (15.8) (101.5)
BOC transaction costs (d) (665.8) --
Proceeds from sale of assets and investments 42.0 50.4
Other (2.9) 14.2
---------------------------------------------------------------------------------------------------------------------------------
CASH USED FOR INVESTING ACTIVITIES (1,398.4) (784.2)
---------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Long-term debt proceeds 534.0 78.1
Payments on long-term debt (426.9) (31.8)
Net increase in commercial paper 530.8 62.8
Net increase (decrease) in other short-term borrowings 45.6 (4.7)
Dividends paid to shareholders (115.2) (107.9)
Purchase of Treasury Stock -- (24.6)
Other 5.6 44.2
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CASH PROVIDED BY FINANCING ACTIVITIES 573.9 16.1
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Effect of Exchange Rate Changes on Cash (1.1) (3.8)
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Increase in Cash and Cash Items 51.7 18.8
Cash and Cash Items - Beginning of Year 61.6 61.5
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Cash and Cash Items - End of Period $113.3 $80.3
=================================================================================================================================
</TABLE>
(a) Excludes capital lease additions of $17.2 and $12.6 in fiscal 2000 and
1999, respectively.
(b) Excludes $24.3 of long-term debt assumed in acquisitions in fiscal 2000.
6
<PAGE>
(c) Excludes assumption of $7.4 of former shareholder liability of company
acquired in fiscal 1999.
(d) Impact of BOC transaction is described in the Notes to Consolidated
Financial Statements.
The accompanying notes are an integral part of these statements.
7
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
SUMMARY BY BUSINESS SEGMENTS
(Unaudited)
<TABLE>
<CAPTION>
Business segment information is shown below:
----------------------------------------------------------------------------------------------------------------------------------
(Millions of dollars) Three Months Ended Nine Months Ended
30 June 30 June
2000 1999 2000 1999
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues from external customers
Gases $894.8 $737.5 $2,517.5 $2,226.0
Equipment 65.0 84.5 169.4 305.2
Chemicals 446.6 415.8 1,331.1 1,234.5
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Segment Totals 1,406.4 1,237.8 4,018.0 3,765.7
----------------------------------------------------------------------------------------------------------------------------------
Consolidated Totals $1,406.4 $1,237.8 $4,018.0 $3,765.7
----------------------------------------------------------------------------------------------------------------------------------
Operating income
Gases $157.3(a) $127.4(d) $481.6(b)(c) $386.1(e)
Equipment (3.6)(a) .4(d) 3.2(b) 30.1(e)
Chemicals 44.8(a) 47.4(d) 146.4(b) 141.6(e)(f)
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Segment Totals 198.5 175.2 631.2 557.8
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Corporate research and (12.1)(a) (7.5) (29.7)(b) (18.4)(e)
development and other
income/(expense)
----------------------------------------------------------------------------------------------------------------------------------
Consolidated Totals $186.4 $167.7 $601.5 $539.4
----------------------------------------------------------------------------------------------------------------------------------
Operating income (excluding
special items)
Gases $189.3 $138.1 $507.3 $413.1
Equipment 3.3 1.2 10.1 32.8
Chemicals 51.7 49.8 162.0 155.9
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Segment Totals 244.3 189.1 679.4 601.8
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Corporate research and (11.2) (7.5) (28.8) (17.9)
development and other
income/(expense)
----------------------------------------------------------------------------------------------------------------------------------
Consolidated Totals $233.1 $181.6 $650.6 $583.9
----------------------------------------------------------------------------------------------------------------------------------
Equity affiliates' income
Gases $18.4 $11.3 $52.6 $28.5
Equipment 1.0 .4 1.8 1.1
Chemicals 2.0 3.4 8.7 8.9
Other (1.0) .1 (1.1) .6
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Segment Totals 20.4 15.2 62.0 39.1
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Consolidated Totals $20.4 $15.2 $62.0 $39.1
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
(Millions of dollars)
-------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended
30 June
2000 1999
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Total assets
Gases $6,264.3 $5,722.4
Equipment 233.9 298.0
Chemicals 1,677.7 1,718.6
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Segment Totals 8,175.9 7,739.0
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Corporate assets 390.9 273.1
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Consolidated Totals $8,566.8 $8,012.1
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ORONA (Operating Return
on Net Assets)(g)
Gases 11.4% 10.9%
Equipment 5.8% 16.7%
Chemicals 13.1% 13.5%
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Segment Totals 11.6% 11.8%
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Consolidated Totals 10.6% 11.0%
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The results for the three months ended 30 June 2000 include the cost
reduction charge in Gases ($32.0 million), Equipment ($6.9 million),
Chemicals ($6.9 million), and Corporate ($.9 million).
(b) The results for the nine months ended 30 June 2000 include the cost
reduction charge in Gases ($32.0 million), Equipment ($6.9 million),
Chemicals ($15.6 million), and Corporate ($.9 million).
(c) The results for the nine months ended 30 June 2000 include a gain on the
sale of packaged gas facilities of $6.3 million.
(d) The results for the three months ended 30 June 1999 include the cost
reduction charge in Gases ($10.7 million), Equipment ($.8 million), and
Chemicals ($2.4 million).
(e) The results for the nine months ended 30 June 1999 include the cost
reduction charge in Gases ($27.0 million), Equipment ($2.7 million),
Chemicals ($4.0 million), and Corporate ($.5 million).
(f) The results for the nine months ended 30 June 1999 include a charge
of $10.3 million primarily related to Chemicals facility closure costs.
(g) Operating return on net assets (ORONA) is calculated as the rolling
four quarter sum of operating income (excluding special items) divided by
the rolling five quarter average of total assets less investments in equity
affiliates.
9
<PAGE>
A reconciliation of total segment operating income to consolidated income before
income taxes and minority interest is as follows:
<TABLE>
<CAPTION>
(Millions of dollars)
------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
30 June 30 June
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total segment operating $198.5 $175.2 $631.2 $557.8
income
Corporate research and (12.1) (7.5) (29.7) (18.4)
development and other
income/(expense)
------------------------------------------------------------------------------------------------------------------------
Consolidated operating income 186.4 167.7 601.5 539.4
------------------------------------------------------------------------------------------------------------------------
Segment equity affiliates' 20.4 15.2 62.0 39.1
income
Gain on Wacker formation -- -- -- 31.1
Loss on currency hedges related 482.5 -- 730.4 --
to BOC transaction and
expenses
Interest expense 52.9 39.3 141.0 120.1
------------------------------------------------------------------------------------------------------------------------
Consolidated income (loss) $(328.6) $143.6 $(207.9) $489.5
before taxes and minority
interest
========================================================================================================================
</TABLE>
10
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
SUMMARY BY GEOGRAPHIC REGIONS
(Unaudited)
<TABLE>
<CAPTION>
(Millions of dollars)
------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
30 June 30 June
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues from external
customers
United States $937.3 $793.5 $2,655.8 $2,403.2
Europe
United Kingdom 122.4 152.2 367.9 476.1
Spain 75.5 78.5 231.2 243.4
Other 127.8 138.9 417.7 438.0
--------------------------------------------------------------------------------------------------------------------------------
Total Europe 325.7 369.6 1,016.8 1,157.5
--------------------------------------------------------------------------------------------------------------------------------
Canada/Latin America 60.4 47.8 173.8 151.0
Asia 82.9 26.8 171.3 53.8
All Other .1 .1 .3 .2
--------------------------------------------------------------------------------------------------------------------------------
Total $1,406.4 $1,237.8 $4,018.0 $3,765.7
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: Geographic information is based on country of origin. The other Europe
segment operates principally in France, Germany, Netherlands, and Belgium.
11
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
(Millions of dollars, except per share)
-------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
30 June 30 June
2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator for basic EPS
and diluted EPS-net income (loss) $(192.5) $94.6 $(94.3) $327.9
Denominator for basic EPS
-weighted average shares 213.4 212.5 213.3 211.9
Effect of dilutive securities:
Employee stock options -- 3.5 -- 3.0
Other award plans -- 1.0 -- 1.0
-------------------------------------------------------------------------------------------------------------------
-- 4.5 -- 4.0
Denominator for diluted EPS
-weighted average shares and
assumed conversions 213.4 217.0 213.3 215.9
===================================================================================================================
Basic EPS $(.90) $.45 $(.44) $1.55
===================================================================================================================
Diluted EPS $(.90) $.44 $(.44) $1.52
===================================================================================================================
</TABLE>
Since the Company has a net loss for the three and nine months ended 30 June
2000, the impact of potential future stock option and other stock award
exercises would have an antidilutive effect on the calculation of diluted loss
per share. As a result, the average number of common shares outstanding used in
calculating diluted loss per share in fiscal 2000 is the same as for basic loss
per share.
On 13 July 1999, the Boards of Air Products and Chemicals, Inc., The BOC Group,
and Air Liquide announced that they had agreed to the terms of a recommended
offer for the share capital of BOC at UK(pound)14.60 per BOC share (the
"Offer"). The Offer, which was to be made jointly by Air Products and Air
Liquide, was subject to certain pre-conditions, one of which was the approval of
the U.S. Federal Trade Commission (FTC).
During 10 months of discussions with the FTC, Air Products and Air Liquide made
a number of comprehensive and practical proposals, including divestitures, which
responded to the requirements of the FTC. On 10 May 2000, Air Products and Air
Liquide announced it had recently become clear that the FTC would not approve
the Offer by 12 May 2000, the date on which the period for satisfying the
pre-conditions to the Offer would expire and the Offer was not extended beyond
12 May 2000.
Since the BOC transaction did not occur, certain costs and financing fees that
had been deferred were required to be expensed in the quarter ended 30 June
2000. In
12
<PAGE>
addition, the Company and Air Liquide were obligated to pay BOC a fee
of $50 million each since the Offer to acquire BOC was not made.
Additionally, the Company had entered into various purchased currency options
and forward exchange contracts to hedge the currency exposure related to the
proposed purchase of BOC shares at UK(pound)14.60 per share. Net losses
associated with the change in market value of these contracts were recorded in
earnings. The Company purchased British Pound put options to cap the rate change
exposure of the forward exchange contracts. The cost of these put instruments
was $78.5 million.
The charge to earnings in the quarter ended 30 June 2000 was $482.5 million
($301.8 million after-tax). Of this amount, $361.9 million ($226.4 million
after-tax) of charges were recorded on purchased currency option and forward
exchange contracts entered into to hedge the currency exposure of the
transaction. The remaining charge of $120.6 million ($75.4 million after-tax)
consists primarily of the BOC fee paid and previously deferred expenses.
The results for the nine months ended 30 June 2000 include a total charge
related to the BOC transaction of $730.4 million ($456.5 million after-tax). Of
this amount, $594.6 million ($371.6 million after-tax) of charges were recorded
on purchased currency option and forward exchange contracts entered into to
hedge the currency exposure of the transaction, resulting in a cumulative charge
recorded on the currency hedging instruments of $582.0 million ($363.8 million
after-tax). The remaining charge of $135.8 million ($84.9 million after-tax)
consists of the BOC fee paid and transaction expenses.
The cash impact of the BOC transaction of $690.1 million in fiscal year 2000 was
principally reflected as an investing activity in the statement of Consolidated
Cash Flows. This cash impact does not consider the tax benefits associated with
this transaction.
The results for the three months ended 30 June 2000 include a charge of
$46.7 million ($29.5 million after-tax) for a global cost reduction plan. The
plan results in a staff reduction of 347 employees. The charge includes $7.5
million of asset impairment charges related to the rationalization of three
facilities in Europe. The charges to cost of sales, selling and administrative,
research and development, and other expense were $17.3 million, $21.0 million,
$.9 million, and $7.5 million, respectively. The reductions began late in the
fiscal quarter and will be completed by 30 June 2001.
The results for the nine months ended 30 June 2000 include cost reduction
charges of $55.4 million ($35.0 million after-tax). The 2000 plan, initiated in
the quarter ending 31 March 2000, includes 450 staff reductions in total and
three facility impairments. The charges to cost of sales, selling and
administrative, research and development, and other expense were $20.6 million,
$25.4 million, $1.9 million, and $7.5 million, respectively.
The results for the nine months ended 30 June 2000 include a gain of
$6.3 million ($4.0 million after-tax) related to the sale of packaged gas
facilities.
The results for the three months ended 30 June 1999 include a charge of $13.9
million ($9.0 million after-tax) for a global cost reduction plan. This plan
resulted in a staffing reduction of 142 employees. The charges to cost of sales
and selling and administrative were $5.4 million and $8.5 million, respectively.
The plan was completed in June 2000, essentially as expected.
13
<PAGE>
The results for the nine months ended 30 June 1999 include a charge of $34.2
million ($21.9 million after-tax) for the global cost reduction plan. The total
staff reduction for the 1999 plan was 348 employees. 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 nine months ended
30 June 1999.
The results for the nine months ended 30 June 1999 include a net gain of
$31.1 million ($21.3 million after-tax) 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 nine months ended 30 June 1999 also include a charge of
$10.3 million ($6.4 million after-tax) primarily related to Chemicals facility
closure costs.
14
<PAGE>
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
THIRD QUARTER FISCAL 2000 VS. THIRD QUARTER FISCAL 1999
-------------------------------------------------------------------------------
RESULTS OF OPERATIONS
Consolidated
Sales for the third quarter of fiscal 2000 were $1,406.4 million, up $168.6
million, a 14% increase over the same quarter in the prior fiscal year.
Operating income was $186.4 million, up $18.7 million, or 11%. Profits from
equity affiliates of $20.4 million were 34% above the prior year. There was a
net loss of $192.5 million, or $(.90) diluted earnings per share, in the quarter
ended 30 June 2000. The net loss of $192.5 million compares to net income of
$94.6 million, or $.44 diluted earnings per share, reported in the year-ago
quarter. The net loss in the current fiscal quarter resulted from two special
items; an after-tax charge of $301.8 million related to the BOC transaction and
an after-tax charge of $29.5 million for a global cost reduction plan. The
quarter ended 30 June 1999 also included an after-tax charge of $9.0 million for
a workforce reduction plan. Excluding these special items, current year net
income of $138.8 million, compares to $103.6 million in the prior year, an
increase of 34%. Diluted earnings per share were $.64, up 33% over the prior
year's $.48, exclusive of special items. The remaining discussion and analysis
of the consolidated results of operations excludes the impact of special items.
Record consolidated sales were achieved in the quarter with about one third of
the growth attributable to acquisitions. Strong volume growth in gases and
chemicals was partially offset by a $19.5 million decline in equipment sales
activity and adverse currency related effects of approximately $30 million.
Operating income of $233.1 million was $51.5 million, or 28% above the prior
year. The improved operating income results were primarily due to strong gases
performance, particularly in the electronics and chemical process industry (CPI)
markets, and acquisitions. Chemicals segment operating income was up 4% as cost
control and productivity improvements partially offset significantly higher raw
material costs. Equipment segment operating income was up slightly due to good
cost performance. Selling and administrative overheads were up about 3% as the
impact of acquisitions was partially offset by progress on constraining
overheads. Currency and exchange related impacts reduced year-to-year operating
income growth about 2%.
Equity affiliates' income increased $5.2 million to $20.4 million, up 34%. The
improved results came from better business conditions in Asia and Mexico, as
well as tax benefits. The former affiliate Korea Industrial Gases (KIG), was
included in consolidated results for the quarter ended 31 March 2000 following
the acquisition of the remaining 51.1 percent of the shares of the affiliate in
December 1999.
Industrial Gases-Sales increased 21% to $894.8, an increase of $157.3 million
over the prior year. About a third of the growth resulted from acquisitions,
particularly the consolidation of the former equity affiliate KIG. The sales
growth was primarily the result of strong demand in electronics and CPI markets.
Demand for the Company's premier electronics specialty gases and chemicals,
particularly Schumacher products and nitrogen triflouride increased
substantially. However, overall growth across the globe occurred in most product
lines. Unfavorable European currency and exchange related impacts reduced sales
growth about 3%. Operating income was up $51.2 million, a 37% increase,
excluding the impact of cost reduction charges in both the current and prior
year.
15
<PAGE>
Liquid oxygen and nitrogen (LOX/LIN) volumes in North America were up 5%,
including sales of non-cryo gases. LOX/LIN pricing was up 3% primarily the
result of the surcharge initiative. Argon volumes in North America rose 12%,
broadly across steel and metals processing customers, as well as from increased
construction related activity in the electronics industry. Packaged gases
volumes declined 1% due to divestitures, but grew 1% on a same store sales
basis. Liquid hydrogen volumes continued to be higher, up about 9% on increased
government testing. On-site year-to-year volume growth was up 14%. Increased
hydrogen and carbon monoxide (HYCO) demand and new facilities comprised the
largest component of the on-site growth, with some short-term spot sales
included.
European volumes improved over the prior year, although reported sales were
adversely impacted by the strong dollar. Southern Europe continued to have
strong volume gains across most product lines. Volume recovery in Northern
Europe continued in the current quarter. Merchant volumes were up across the
board, with LOX/LIN (including non-cryo) growing about 6%. Average LOX/LIN
prices increased slightly over the prior year due to pricing initiatives.
European on-site volumes were flat due to customer outages, but there was no
significant impact on operating income from the outages. Cylinder volumes
continue to benefit from the acquisition of the AGA business in the United
Kingdom.
Asian results are significantly improved due to strong electronics specialty gas
and equipment demand, consolidation of the former equity affiliate KIG, as well
as general growth in the liquid gases business.
Operating income of $189.3 million was up 37% or $51.2 million, excluding cost
reduction charges in both the current and prior year quarter. About a third of
the growth resulted from acquisitions. The volume driven growth in operating
income is constrained by higher energy and diesel fuel costs. The price
surcharge initiative helped offset the increased costs, but lagged in full
recovery entering the peak summer energy period.
Operating margin was 21.2%, up 2.5% over the prior year and 1.6% over the
preceding quarter (excluding special items). The margin improvement was a direct
result of strong demand combined with cost control efforts. The strong demand in
the electronics market and the improved Asian business conditions are key
components of the margin gains.
Gases equity affiliates' income of $18.4 million exceeded the prior year by
$7.1 million, a 63% increase, in spite of the consolidation of KIG following the
purchase of the remaining 51.1 percent of the shares of the affiliate in
December 1999. Higher performance at several affiliates in Asia and in Mexico as
well as tax benefits generated the increase.
Equipment-Sales were $65.0 million in the quarter ended 30 June 2000 compared to
$84.5 million in the prior year quarter. Operating income of $3.3 million was up
slightly from $1.2 million in the prior year, excluding the cost reduction
charges in both years. Good cost performance offset lower project activity. The
$100 million sales backlog at 30 June 2000 was essentially unchanged from the
$103 million backlog at 30 June 1999. The current quarter backlog was down
significantly from $175 million at 30 September 1999.
Chemicals-Sales in the third quarter of fiscal 2000 of $446.6 million were up
$30.8 million, or 7%. Operating income was $44.8 million, or 5% below the prior
year. Operating income was $51.7 million in the current year, up 4% exclusive of
cost reduction charges in both years. Adverse currency and exchange related
impacts reduced sales and operating income growth by 1% and 4%, respectively.
16
<PAGE>
While total sales grew $30.8 million or 7%, the overall segment volume growth
was 9%. Polymer chemicals volume was up 1% in total, as emulsions volumes
declined modestly in response to aggressive pricing actions to recover raw
material cost increases. Polyvinyl alcohol (PVOH) volumes were higher on strong
export sales and new textile business. Intermediate chemicals posted a 19%
volume gain. Customer operating problems in polyurethane intermediates in the
prior year contributed to the year-on-year increase. Performance chemicals grew
8% with broad based growth.
Excluding special items, operating income of $51.7 million was up 4% as strong
volume growth, cost control, and productivity gains were largely offset by
higher raw material and energy costs as well as lower prices in some businesses.
The operating margin declined from 12.0% in the prior year to 11.6% due
principally to higher raw material and energy costs. Aggressive pricing actions
continue with partial success, but are lagging the continuing cost increases.
BOC TRANSACTION
On 13 July 1999, the Boards of Air Products and Chemicals, Inc., The BOC Group,
and Air Liquide announced that they had agreed to the terms of a recommended
offer for the share capital of BOC at UK(pound)14.60 per BOC share (the
"Offer"). The Offer, which was to be made jointly by Air Products and Air
Liquide, was subject to certain pre-conditions, one of which was the approval of
the U.S. Federal Trade Commission (FTC).
During 10 months of discussions with the FTC, Air Products and Air Liquide made
a number of comprehensive and practical proposals, including divestitures, which
responded to the requirements of the FTC. On 10 May 2000, Air Products and Air
Liquide announced it had recently become clear that the FTC would not approve
the Offer by 12 May 2000, the date on which the period for satisfying the
pre-conditions to the Offer would expire and the Offer was not extended beyond
12 May 2000.
Since the BOC transaction did not occur, certain costs and financing fees that
had been deferred were required to be expensed in the quarter ended 30 June
2000. In addition, the Company and Air Liquide were obligated to pay BOC a fee
of $50 million each since the Offer to acquire BOC was not made.
Additionally, the Company had entered into various purchased currency options
and forward exchange contracts to hedge the currency exposure related to the
proposed purchase of BOC shares at UK(pound)14.60 per share. Net losses
associated with the change in market value of these contracts were recorded in
earnings. The Company purchased British Pound put options to cap the rate change
exposure of the forward exchange contracts. The cost of these put instruments
was $78.5 million.
The charge to earnings in the quarter ended 30 June 2000 was $482.5 million
($301.8 million after-tax). Of this amount, $361.9 million ($226.4 million
after-tax) of charges were recorded on purchased currency option and forward
exchange contracts entered into to hedge the currency exposure of the
transaction. The remaining charge of $120.6 million ($75.4 million after-tax)
consists primarily of the BOC fee paid and previously deferred expenses.
17
<PAGE>
INTEREST
Interest expense of $52.9 million was up $13.6 million, primarily due to higher
debt balances associated with the BOC transaction costs. Higher average interest
rates and lower capitalized interest also contributed to the increase.
INCOME TAXES
The current year third quarter consolidated effective tax rate was 41.7%, after
minority interest of $1.5 million. This compares to a rate of 31.9% in the prior
year. The fiscal 2000 rate is significantly impacted by a higher tax rate on the
BOC transaction and on the global cost reduction charge. Excluding the impact of
these items, the effective tax rate for the current quarter is 30.3%. The
effective tax rate in the prior year, excluding the higher rate on the cost
reduction plan charge was 32.2%. The rate decline of 1.9% was due primarily to
higher tax credits.
GLOBAL COST REDUCTION PLANS
Fiscal Year 1999 Plan
The Company began a global cost reduction plan ("the 1999 plan") in the fiscal
quarter ended 31 December 1998. The plan included staffing reductions of 206
employees in the areas of manufacturing, distribution, and overheads. An amount
of $20.3 million ($12.9 million after-tax) related to employee termination
expense was charged to expense in the quarter ended 31 December 1998. These
reductions were completed in December 1999, essentially as expected.
Under the 1999 plan, the results of the quarter ended 30 June 1999 reflected a
charge of $13.9 million ($9.0 million after-tax) for additional staff reductions
of 142 employees. The additional reductions were completed in June 2000.
Fiscal Year 2000 Plan
A global cost reduction plan ("the 2000 plan") was initiated in the chemicals
segment in the quarter ended 31 March 2000. The plan included staff reductions
of 103 employees in the areas of manufacturing and overheads. There was a total
charge of $8.7 million, or $5.5 million after-tax, for the second fiscal
quarter. The plan will be complete by 31 March 2001. Notifications began in the
quarter ending 31 March 2000, with 53 of the planned position eliminations
completed as of 30 June 2000. Termination expenses of $4.2 million have been
incurred, with $4.5 million remaining in accrued liabilities as of 30 June 2000.
Under the fiscal year 2000 plan, the results for the quarter ended 30 June 2000
reflected a charge of $39.2 million for additional staff reductions of 347
employees in the areas of manufacturing, engineering, distribution, and
overheads. The results of the quarter also include a charge of $7.5 million of
asset impairments related to the rationalization of three facilities in Europe.
The results for the quarter ended 30 June 2000 were reduced in total by $46.7
million, or $29.5 million after-tax, for the fiscal 2000 global cost reduction
plan and related asset impairments. The charges to cost of sales, selling and
administration, research and development, and other expense were $17.3 million,
$21.0 million, $.9 million, and $7.5 million, respectively. The additional
reductions will be completed by 30 June 2001. Reductions began late in the third
fiscal quarter with actual termination expenditures of $1.4 million charged to
the accrual.
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<PAGE>
Benefits from the total 2000 plan are expected to be $30 million and $35 million
in fiscal years 2001 and 2002, respectively.
ACCOUNTING CHANGES
As of 30 June 2000, the Company changed from the accrue in advance method of
accounting for major maintenance to the expense as incurred method. The change
was made to conform the Company's accounting policy to the position taken by the
Securities and Exchange Commission (SEC), whereby the SEC staff has stated it
prefers the expense as incurred method. The impact of this change in accounting
for major maintenance was not material on the results of operations and
financial position.
In June 2000, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities-an amendment of FASB
Statement No. 133. This Statement addresses a limited number of issues causing
implementation difficulties for numerous entities that apply SFAS No. 133. SFAS
No. 133 was issued in June 1998 and establishes accounting and reporting
standards requiring that every derivative (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet as
either an asset or a liability measured at its fair value. The Statement
requires that changes in the derivative's fair value be recognized currently in
earnings unless special accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement and requires that a company
must formally document, designate, and assess the effectiveness of transactions
that receive hedge treatment. The transition adjustment resulting from adopting
this Statement shall be reported in net income or other comprehensive income, as
appropriate, as the effect of a change in accounting principle and presented in
a manner similar to the cumulative effect of a change in accounting principle.
The Company will adopt SFAS No. 133 and SFAS No. 138 in the first quarter of
fiscal year 2001. The adoption of these Statements will not have a material
effect on the Company's financial statements or risk management processes.
PORTFOLIO REVIEW AND ASSET MANAGEMENT INITIATIVES
The Company engaged Goldman, Sachs, & Co. in the quarter ending 31 December 1999
to assess strategic alternatives in the Polyvinyl Alcohol business. This
assessment is continuing and the Company is evaluating proposals for this
business and hopes to complete a transaction in a few months. In the quarter
ended 30 June 2000, the Company decided to explore possible divestiture of its
interest in most of its cogeneration facilities and a flue gas desulfurization
facility.
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<PAGE>
NINE MONTHS FISCAL 2000 VS. NINE MONTHS FISCAL 1999
-------------------------------------------------------------------------------
RESULTS OF OPERATIONS
Consolidated
Sales for the first nine months of fiscal 2000 of $4,018.0 million were 7%
higher than the $3,765.7 million reported in the prior year. Operating income
was $601.5 million, up $62.1 million, or 12%. Profits of equity affiliates
increased $22.9 million to $62.0 million for the nine months ended 30 June 2000.
There was a net loss of $94.3 million, or $(.44) diluted earnings per share for
the nine months of fiscal 2000. The net income for the nine months in fiscal
year 1999 was $327.9 million, or $1.52 diluted earnings per share. The net loss
in the current year is due to an after-tax charge of $456.5 million related to
the BOC transaction. The nine months ended 30 June 2000 also included an
after-tax charge of $35.0 million for the global cost reduction plan and an
after-tax gain of $4.0 million related to the sale of packaged gas facilities.
In the first nine months of fiscal year 1999 there were three special items; an
after-tax gain of $21.3 million related to the formation of Air Products
Polymers, an after-tax charge of $21.9 million for global cost reduction plans,
and an after-tax charge of $6.4 million related to Chemicals facility closure
costs. Excluding the impact of all special items, net income for the nine months
ended 30 June 2000 was $393.2 million compared to $334.9 million in the prior
year, an increase of 17%. The diluted earnings per share, exclusive of special
items, increased 17% to $1.82 from $1.55 in fiscal 1999. The remaining
discussion and analysis of the consolidated results of operations excludes the
impact of special items.
Consolidated sales grew 7% over the prior year. While revenue growth was 13% for
gases and 8% for chemicals, there was a decline of $135.8 million, or 45% in the
equipment segment. Unfavorable currency impacts reduced sales growth about 2%,
however the consolidation of acquired affiliates added about 2% to reported
sales. Gas results benefited from increased demand in several major markets,
particularly electronics and CPI. Chemicals sales increased on broad based
volume growth.
Operating income increased $66.7 million to $650.6 million, up 11% over the
prior year. Gases results were up $94.2 million, largely due to the strong
growth in electronics and CPI. Chemicals segment operating income increased 4%
as volume growth, cost control, and productivity gains were largely offset by
increased raw material and energy costs. Lower equipment project activity
resulted in a $22.7 million decrease in operating income, down 69%. Selling and
administrative overheads were up about 1% as the increase due to acquisitions
was substantially offset by progress on constraining overheads. Currency and
exchange related impacts reduced year-to-year operating income growth by about
3%.
Equity affiliates' income increased $22.9 million to $62.0 million, up 59%. The
increase was primarily due to improved results arising from better business
conditions in Asia and Mexico, favorable currency and exchange impacts, and tax
benefits. The affiliate KIG was included in consolidated results as of the
quarter ended 31 March 2000 following the acquisition of the remaining 51.1
percent of the shares of the affiliate in December 1999.
Industrial Gases-Sales of $2,517.5 million in the first nine months of fiscal
2000 increased $291.5 million or 13% above fiscal 1999. About a third of the
growth resulted from acquisitions. Sales growth was primarily the result of
strong demand in the electronics and CPI markets as well as the improved
business conditions in Asia. The strong dollar relative to European currencies
had an adverse impact on sales growth of about 3%. Operating income increased
$95.5 million to $481.6 million. Excluding the gain on the sale of
20
<PAGE>
packaged gas facilities in the current year and cost reduction charges in both
years, operating income in fiscal 2000 was $507.3 million, up $94.2 million or
23% over the prior year.
LOX/LIN volumes in North America were up 4%, including sales of non-cryo gases.
LOX/LIN prices for the first nine months of fiscal 2000 are essentially the same
as the prior year. Recent pricing actions offset price declines earlier in the
fiscal year. Liquid argon increased 11% over fiscal 1999, with demand up in
steel and metals markets as well as construction in the electronics market.
Liquid hydrogen volume grew 8% due to increased government testing. North
American HYCO grew 18% on higher base demand and the impact of new facilities.
European volumes improved over the prior year, although reported sales were
adversely impacted by the strong dollar. Southern Europe had sustained growth
while Northern Europe experienced modest improvement over the first nine months
of the year. LOX/LIN volumes were up 7%, including non-cryo. Tonnage gases were
up about 7% overall, with gaseous oxygen and nitrogen sales to the CPI markets
leading the growth.
Asian sales were up $117.5 million from $53.8 million in fiscal 1999, with
acquisitions combining with improved regional business conditions to create the
growth. The electronics market in Asia was particularly strong in the current
year.
Excluding special items, operating income of $507.3 million grew 23%.
Acquisitions, significant volume growth, and cost containment initiatives drove
the increase. Pricing increases and surcharges have partially offset higher
energy and diesel fuel costs.
Equity affiliates' income grew $24.1 million in spite of the consolidation of
KIG, following the purchase of the remaining 51.1 percent of the shares of the
affiliate in December 1999. The increase was mainly in Asia, Mexico, and the
energy related ventures. Currency and exchange related impacts as well as tax
benefits contributed to the increase.
Equipment-Sales were $169.4 million, down 45% from the prior year. Operating
income of $10.1 million declined $22.7 million, excluding the cost reduction
charges in both years. Good project cost performance partially offset the impact
of the activity decline. The sales backlog at 30 June 2000 of $100 million
compares to $103 million at 30 June 1999 and $175 million at 30 September 1999.
Chemicals-Sales for the nine months ended 30 June 2000 were $1,331.1 million
compared to $1,234.5 million in fiscal 1999, an increase of 8%. Operating income
of $146.4 million increased 3% from $141.6 million in the prior year. Excluding
the impact of cost reduction charges in both years and a facility closure charge
in the prior year, operating income was $162.0 million compared to $155.9
million, up 4%. Unfavorable currency and exchange related impacts reduced sales
and operating income growth by 1% and 4%, respectively. Broad based growth
resulted in an overall segment volume increase of 10% for the nine months.
Excluding special items, operating income growth of 4% resulted from strong
volume growth and cost containment initiatives. This growth was tempered by raw
material cost increases combined with lower prices in some product areas. The
operating margin was 12.2%, down from 12.6% in the prior year. Aggressive
pricing actions lag the rising costs.
21
<PAGE>
BOC TRANSACTION
The results for the nine months ended 30 June 2000 include a total charge
related to the BOC transaction of $730.4 million ($456.5 million after-tax). Of
this amount, $594.6 million ($371.6 million after-tax) of charges were recorded
on purchased currency option and forward exchange contracts entered into to
hedge the currency exposure of the transaction, resulting in a cumulative charge
recorded on the currency hedging instruments of $582.0 million ($363.8 million
after-tax). The remaining charge of $135.8 million ($84.9 million after-tax)
consists of the BOC fee paid and transaction expenses.
INTEREST
Interest expense of $141.0 million was up $20.9 million, primarily due to higher
debt balances associated with the BOC transaction costs. Higher average interest
rates and slightly lower capitalized interest also contributed to the increase.
TAXES
The current year-to-date consolidated effective tax rate is 56.0%, after
minority interest of $6.6 million. This compares to a rate of 31.3% in the prior
year. The fiscal 2000 rate is significantly impacted by a higher tax rate on the
BOC transaction, the global cost reduction plan, and the sale of packaged gas
facilities. Excluding these tax impacts, the effective rate for the nine months
is 30.4%. The effective rate in the prior year, excluding the tax rate impact of
the gain on the formation of the polymer ventures, a chemical facility closure
and the global cost reduction, was 31.8%. The rate decline of 1.4% is due
primarily to higher tax credits and higher after-tax equity affiliate income.
GLOBAL COST REDUCTION PLANS
The results for the nine months ended 30 June 1999 included a charge of $34.2
million, or $21.9 million after-tax, for the global cost reduction plan. The
1999 plan was completed essentially as expected.
The results for the nine months ended 30 June 2000 include cost reduction
charges of $55.4 million, or $35.0 million after-tax. The 2000 plan in total
includes 450 staff reductions and three facility impairments. The charges to
cost of sales, selling and administration, research and development, and other
expense were $20.6 million, $25.4 million, $1.9 million, and $7.5 million,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
Capital expenditures during the first nine months of fiscal 2000 totaled $813.2
million compared to $868.8 million in the corresponding period of the prior
year. Additions to plant and equipment decreased from $671.8 million during the
first nine months of fiscal 1999 to $586.2 million during the current period.
The prior year additions included a new 500 million pound-per-year
dinitrotoluene (DNT) production facility in Geismar, Louisiana. Investments in
unconsolidated affiliates were $15.8 million during the first nine months of
fiscal 2000 versus $101.5 million last year. The prior year results include a
cash contribution of $50.1 million to acquire a 50% interest in Industrial
Oxygen Company Limited, and a cash contribution of $33.5 million related to the
formation of the redispersible powders venture with Wacker-Chemie GmbH.
Expenditures for acquisitions increased from $75.5 million during the first nine
months of fiscal 1999 to $169.7 million during the current period. The current
year amount includes the acquisition of the remaining 51.1
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percent of the shares in Korea Industrial Gases Ltd. (KIG), the largest
industrial gas company in Korea. Capital expenditures are expected to be between
$1 billion and $1.1 billion in fiscal 2000. The capital expenditures will be
funded with cash from operations supplemented with proceeds from financing
activities.
The cash impact of the BOC transaction of $690.1 million in fiscal year 2000 was
funded primarily by commercial paper backed by existing lines of credit.
Total debt at 30 June 2000 and 30 September 1999, expressed as a percentage of
the sum of total debt and shareholders' equity, was 58% and 49%, respectively.
Total debt increased from $2,842.2 million at 30 September 1999 to $3,589.2
million at 30 June 2000. The net increase in commercial paper during the year
was $530.8 million. During the second quarter of fiscal 2000, the Company issued
Euro 500 million in notes due in 2005 with a fixed coupon rate of 6.00%. Also,
during the second quarter, the Company repurchased a $100 million medium term
note, Series F, which was due in 2009 and a $100 million medium term note,
Series F, which was due in 2014. Subsequent to the third quarter of fiscal 2000,
the Company issued Euro 300 million in notes due in 2007 with a fixed coupon
rate of 6.50%.
There was $893.8 million of commercial paper outstanding at 30 June 2000. In the
first nine months of fiscal 2000, the Company added an additional $500 million
revolving credit commitment. The Company's total revolving credit commitments
amounted to $1.1 billion at 30 June 2000. No borrowings were outstanding under
these commitments. Additional commitments totaling $80.9 million are maintained
by the Company's foreign subsidiaries, of which $14.6 million was utilized at 30
June 2000.
The Company enters into interest rate swap agreements to change the
fixed/variable interest rate mix of the debt portfolio in order to maintain the
percentage of fixed and variable rate debt within certain parameters set by
management. In accordance with these parameters, the agreements are used to
reduce interest rate risks and costs inherent in the Company's debt portfolio.
Accordingly, the Company enters into agreements to both effectively convert
variable-rate debt to fixed-rate debt and to effectively convert fixed-rate debt
to variable-rate debt, which is principally indexed to LIBOR rates. The Company
has also entered into interest rate swap contracts to effectively convert the
stated variable rates to interest rates based on LIBOR. The fair value gain
(loss) on the variable to variable swaps is equally offset by a fair value loss
(gain) on the related debt agreements.
The notional principal amounts outstanding and net unrealized gain of interest
rate swap agreements at 30 June 2000 and 30 September 1999 were as follows:
<TABLE>
<CAPTION>
(Millions of dollars)
30 June 2000 30 September 1999
----------------------------------------- -----------------------------------------
Notional Net Unrealized Notional Net Unrealized
Amount Gain (Loss) Amount Gain (Loss)
-------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Fixed to Variable $31.0 $(.2) $311.0 $5.6
Variable to Variable 10.0 20.9 60.0 121.1
-------------------- -------------------- -------------------- --------------------
Total $41.0 $20.7 $371.0 $126.7
==================== ==================== ==================== ====================
</TABLE>
During the third quarter three fixed to variable interest rate swap agreements
with a total notional amount of $150.0 million were terminated, resulting in a
deferred loss of
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$.8 million. In the first nine months of fiscal 2000 two fixed to variable
interest rate swap agreements with a total notional amount of $100.0 million
were terminated, resulting in a deferred gain of $2.4 million.
In April 2000, a $50 million variable to variable interest rate swap agreement
matured along with the related $50 million of medium term notes. The net
unrealized gain on the remaining variable to variable interest rate swap was
$20.9 million at 30 June 2000. This swap effectively converted the stated
variable rate of the medium term note to an average interest rate slightly above
the three month US dollar LIBOR rate.
The Company is also party to interest rate and currency swap contracts. 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 notional
principal of interest rate and currency swap agreements outstanding at 30 June
2000 was $145.7 million. The fair value of the agreements was a gain of $4.5
million, of which a $9.5 million gain related to the currency component was
recognized in the financial statements. The remaining $5.0 million loss was
related to the interest component and has not been recognized in the financial
statements. This loss reflects that current interest rates are generally lower
than the interest rates paid under the interest rate and currency swap
agreements. As of 30 September 1999 interest rate and currency swap agreements
were outstanding with a notional principal amount and fair value of $270.8
million and a gain of $10.2 million, respectively. During the first nine months
of fiscal 2000 three interest rate and currency swap agreements with a total
notional amount of Spanish Peseta (ESP) 11.63 billion or $93.1 million were
terminated, resulting in a net deferred loss of $2.0 million.
The estimated fair value of the Company's long-term debt, including current
portion, as of 30 June 2000 is $2,948.5 million compared to a book value of
$2,873.0 million.
FINANCIAL INSTRUMENTS
At 30 June 2000, the Company's net financial instrument position was a liability
of $2,889.1 million. At 30 September 1999, the net financial instrument position
before the impact of the currency options executed to hedge the BOC transaction
was a liability of $2,504.2 million. The increase in the net financial
instrument position from 30 September 1999 is due mainly to the issuance of Euro
500 million in notes due in 2005 and the issuance of $285.3 million of
commercial paper that was classified as long-term in the first nine months of
fiscal 2000. These increases were partially offset by the repurchase of $200
million of medium term notes during the year.
There has been no other material change in the net financial instrument position
or sensitivity to market risk since the disclosure in the annual report.
FORWARD-LOOKING STATEMENTS
The forward-looking statements contained in this release are based on current
expectations regarding important risk factors. Actual results may differ
materially from those expressed. Factors that might cause forward-looking
statements to differ materially from actual results include, among other things,
overall economic and business conditions; demand for the goods and services of
Air Products; competitive factors in the industries in which it competes;
changes in government regulation; success of implementing cost reduction
programs; the timing, impact and other uncertainties of future acquisitions and
divestitures; fluctuations in interest rates and foreign currencies; the impact
of tax and other legislation
24
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and regulations in the jurisdictions in which Air Products and its
affiliates operate; and the timing and rate at which tax credits can be
utilized.
25
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
------- ---------------------------------
(a)(12) Computation of Ratios of Earnings to Fixed Charges.
(a)(18) Letter re Change in Accounting Principles.
(a)(27) Financial Data Schedule which is submitted electronically
to the Securities and Exchange Commission for information
only, and not filed.
(b) Current Reports on Form 8-K dated 24 April 2000, 10 May 2000,
and 11 May 2000 were filed by the Registrant during the
quarter ended 30 June 2000 in which Item 5 of such forms
was reported.
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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: August 11, 2000 By: /s/L. J. Daley
--------------------------------
L. J. Daley
Vice President - Finance
(Chief Financial Officer)
27
<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
EXHIBITS
To
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended 30 June 2000
Commission File No. 1-4534
-------------------
AIR PRODUCTS AND CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
===============================================================================
<PAGE>
INDEX TO EXHIBITS
(a)(12) Computation of Ratios of Earnings to Fixed Charges.
(a)(18) Letter to re Change in Accounting Principles.
(a)(27) Financial Data Schedule, which is submitted electronically to
the Securities and Exchange Commission for information only, and
not filed.
