SEC Comment Letter for Air Products & Chemicals, Inc. (APD) (CIK 0000002969) (APD) — Mar 12, 2015
Air Products & Chemicals, Inc. (APD) (CIK 0000002969)
Date: March 12, 2015 · CIK: 0000002969 · Accession: 0000000000-15-014691
AI Filing Summary & Sentiment
Reasoning
Referenced dates: February 26, 2015, February 26, 2015
Letter
March 12 , 2015 Via E -mail Mr. Scott Crocco 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 t he Year E nded September 30, 2014 Filed November 24, 2014 File No. 1 -4534
Dear Mr. Crocco :
We have reviewed your March 11, 2015 response to our comment letter and have the following 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Year Ended September 30, 2014
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 19
Critical Accounting Policies and Estimates, page 39
Goodwill, page 41
1. We note your response to prior comment three from our letter dated February 26, 2015 and appreciate the additional information you provided; however, please address the following: Tell us the number of operating segments in each reportable segment before and after the reorganization. If you aggrega te operating segments after the reorganization, explain how you determined aggregation is appropriate; and
Mr. Scott Crocco Air Products and Chemicals, Inc. March 12 , 2015 Page 2
Your response indicates you had thirteen reporting units before and after the reorganization. Your response also indicates one instance in which one reporting unit before the reorganization was divided into three reporting units after the reorganization; therefore, it is not clear to us why the number of reporting units before and after the reorganization did not change. If you combined reporting units as a result of the reorganization, tell us the reporting units you combined, the amount of goodwill related to each such reporting unit, and your basis for combining them.
2. We note your response to prior comment four from our letter dated February 26, 2015 and appreciate the information you provided; however, please revise your proposed disclosures to provide some context for the changes in significant assumptions you intend to disclose and the related sensitivity analysis. Absent any additional conte xt, it appears to us that disclosing changes in significant assumptions without disclosing the initial assumptions or indicating the magnitude of the changes relative to the initial assumptions would not provide investors with adequate information to fully understand the impairment charge you recorded or assess the likelihood of additional impairment charges.
You may contact Jeffrey Gordon, Staff Accountant, at (202) 551 -3866 or Anne McConnell, Staff Accountant , at (202) 551 -3709 with any questions.
Sincerely,
/s/ John Cash
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March 12 , 2015 Via E -mail Mr. Scott Crocco 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 t he Year E nded September 30, 2014 Filed November 24, 2014 File No. 1 -4534 Dear Mr. Crocco : We have reviewed your March 11, 2015 response to our comment letter and have the following 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the Year Ended September 30, 2014 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 19 Critical Accounting Policies and Estimates, page 39 Goodwill, page 41 1. We note your response to prior comment three from our letter dated February 26, 2015 and appreciate the additional information you provided; however, please address the following: Tell us the number of operating segments in each reportable segment before and after the reorganization. If you aggrega te operating segments after the reorganization, explain how you determined aggregation is appropriate; and Mr. Scott Crocco Air Products and Chemicals, Inc. March 12 , 2015 Page 2 Your response indicates you had thirteen reporting units before and after the reorganization. Your response also indicates one instance in which one reporting unit before the reorganization was divided into three reporting units after the reorganization; therefore, it is not clear to us why the number of reporting units before and after the reorganization did not change. If you combined reporting units as a result of the reorganization, tell us the reporting units you combined, the amount of goodwill related to each such reporting unit, and your basis for combining them. 2. We note your response to prior comment four from our letter dated February 26, 2015 and appreciate the information you provided; however, please revise your proposed disclosures to provide some context for the changes in significant assumptions you intend to disclose and the related sensitivity analysis. Absent any additional conte xt, it appears to us that disclosing changes in significant assumptions without disclosing the initial assumptions or indicating the magnitude of the changes relative to the initial assumptions would not provide investors with adequate information to fully understand the impairment charge you recorded or assess the likelihood of additional impairment charges. You may contact Jeffrey Gordon, Staff Accountant, at (202) 551 -3866 or Anne McConnell, Staff Accountant , at (202) 551 -3709 with any questions. Sincerely, /s/ John Cash John Cash Accounting Branch Chief