SEC Comment Letter for Air Products & Chemicals, Inc. (APD) (CIK 0000002969) (APD) — Dec 17, 2010
Air Products & Chemicals, Inc. (APD) (CIK 0000002969)
Date: Dec. 17, 2010 · CIK: 0000002969 · Accession: 0000000000-10-075794
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE December 17, 2010 Mr. Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA 18195 RE: Air Products and Chemicals, Inc. Form 10-K for the year en ded September 30, 2010 File No. 1-4534
Dear Mr. Huck:
We have limited our review to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments appl y to your facts and circumst ances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. Item 1A - Risk Factors, page 9
Interest Rate Increases…, page 11
1. Please revise in future filings to illustra te this risk by disclosing the impact of a 1% change in the interest rates. Item 7 - Management’s Discussion and Analys is of Financial Condition and Results of Operations, page 18 Liquidity and Capital Resources, page 30
2. We note your discussion of your credit facilities on page 32. Please revise in future filings to disclose whether you were in compliance with all financial and any other affirmative and negative co venants under your debt agreements.
Mr. Paul E. Huck Air Products and Chemicals, Inc. December 17, 2010 Page 2 Item 8 – Financial Statements and Supplementary Data, page 43
Note 17 - Commitments and Contingencies, page 80
Litigation, page 80
CADE Decision, page 80
3. As indicated in your prior letter da ted February 3, 2010, please revise your disclosure in future filings to provide the reasonably possible range of loss related to this litigation or state that such an amount cannot be estimated. It would also be helpful to convert the Real into US do llars. If the Real amount is intended to indicate a possible range of loss pl ease clarify future disclosures.
If you believe that you cannot estimate a range of reasonably possible loss, please provide us with a more comprehensive disc ussion about this i ssue, in sufficient detail, so we can understand why such an estimate cannot be made. Also, we remind you that it would normally be e xpected, taking into consideration the specific nature of a contingency, that the ability to estimate losses will increase with the passage of time.
Item 9A - Controls and Procedures, page 95
4. We note the conclusion of your Chief Executive Officer and Chief Financial Officer that your disclosure controls and procedures “have been effective”. Please be advised that the conclusion mu st indicate whethe r your disclosure controls and procedures were effective as of the end of the period covered by the report. Please confirm this to us and revi se accordingly in future filings. Refer to Item 307 of Regulation S-K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exch ange Act rules require. Since the company and its management are in possession of all f acts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in their filing;
Mr. Paul E. Huck Air Products and Chemicals, Inc. December 17, 2010 Page 3 • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Jessica Ka ne, Staff Attorney, at (202) 551-3235 or, in her absence, Andrew Schoeffler, Staff Attorney, at (202) 551-3748 if you have any questions regarding legal or disclosure matters. Pleas e contact Jeffrey Gordon, Staff Accountant, at (202) 551-3866 or, in his absence, the undersigned at (202) 551-3689 if you have questions regarding comments on the financia l statements and related matters. Sincerely, John Hartz Senior Assistant Chief Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631
DIVISION OF
CORPORATION FINANCE
December 17, 2010
Mr. Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA 18195
RE: Air Products and Chemicals, Inc.
Form 10-K for the year en ded September 30, 2010
File No. 1-4534
Dear Mr. Huck:
We have limited our review to those issues we have addressed in our comments.
In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments appl y to your facts and circumst ances or do not believe an
amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments. Item 1A - Risk Factors, page 9
Interest Rate Increases…, page 11
1. Please revise in future filings to illustra te this risk by disclosing the impact of a
1% change in the interest rates.
Item 7 - Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 18
Liquidity and Capital Resources, page 30
2. We note your discussion of your credit facilities on page 32. Please revise in
future filings to disclose whether you were in compliance with all financial and any other affirmative and negative co venants under your debt agreements.
Mr. Paul E. Huck
Air Products and Chemicals, Inc. December 17, 2010 Page 2 Item 8 – Financial Statements and Supplementary Data, page 43
Note 17 - Commitments and Contingencies, page 80
Litigation, page 80
CADE Decision, page 80
3. As indicated in your prior letter da ted February 3, 2010, please revise your
disclosure in future filings to provide the reasonably possible range of loss related to this litigation or state that such an amount cannot be estimated. It would also
be helpful to convert the Real into US do llars. If the Real amount is intended to
indicate a possible range of loss pl ease clarify future disclosures.
If you believe that you cannot estimate a range of reasonably possible loss, please
provide us with a more comprehensive disc ussion about this i ssue, in sufficient
detail, so we can understand why such an estimate cannot be made. Also, we
remind you that it would normally be e xpected, taking into consideration the
specific nature of a contingency, that the ability to estimate losses will increase with the passage of time.
Item 9A - Controls and Procedures, page 95
4. We note the conclusion of your Chief Executive Officer and Chief Financial
Officer that your disclosure controls and procedures “have been effective”.
Please be advised that the conclusion mu st indicate whethe r your disclosure
controls and procedures were effective as of the end of the period covered by the
report. Please confirm this to us and revi se accordingly in future filings. Refer to
Item 307 of Regulation S-K.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require. Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in their
filing;
Mr. Paul E. Huck
Air Products and Chemicals, Inc. December 17, 2010 Page 3
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
You may contact Jessica Ka ne, Staff Attorney, at (202) 551-3235 or, in her
absence, Andrew Schoeffler, Staff Attorney, at (202) 551-3748 if you have any questions
regarding legal or disclosure matters. Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, the undersigned at (202) 551-3689 if you have
questions regarding comments on the financia l statements and related matters.
Sincerely, John Hartz Senior Assistant Chief Accountant