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News Release
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, PA 18195-1501



                         AIR PRODUCTS REPORTS FIRST QUARTER EPS OF $.80, UP 16%*;
                                RAISES FISCAL 2006 FULL-YEAR EPS GUIDANCE

                 Access the Q1 earnings teleconference scheduled for 10:00 a.m. Eastern Time on January
                 25 by calling (913) 981-5542 and entering passcode 6277954, or listen on the Web at:
                 www.airproducts.com/Invest/financialnews/Earnings_Releases/Teleconference.htm.

                 LEHIGH VALLEY, Pa. (January 25, 2006) – Air Products (NYSE:APD) today reported
                 net income of $181 million or diluted earnings per share (EPS) of $.80 for its first fiscal
                 quarter ended December 31, 2005. Net income increased eight percent and diluted EPS
                 was up eleven percent compared with the prior year.

                 First quarter earnings comparisons are affected by the adoption of Statement of Financial
                 Accounting Standards No. 123R and expensing of stock options as of October 1, 2005. On
                 a comparable basis (including stock compensation expenses), net income increased 13
                 percent* and diluted EPS increased 16 percent*.

                 Discussion of Fiscal First Quarter Results on a Comparable Basis:
                 Revenues of $2,099 million were up five percent over the prior year on higher natural gas
                 and raw material cost contractual pass-throughs to customers, volume growth in Gases, and
                 improved pricing in Chemicals. Operating income of $252 million was up 11 percent*
                 from the prior year, primarily on strong Gases volumes and higher Equipment activity.

                 Unfavorable currency impacted sales growth by two percent in the quarter, and Hurricanes
                 Katrina and Rita in the prior quarter also reduced revenues by an additional three percent.
                 The hurricanes reduced operating income in the quarter by $20 million ($14 million in
                 Gases and $6 million in Chemicals), or $.06 per share.

                 John P. Jones, chairman and chief executive officer, said, “We had a strong first quarter
                 with continued growth in sales, earnings and most importantly, return on capital. We
                 delivered these results despite significant challenges from the hurricanes and large spikes in
                 raw material and energy costs. Our people executed well against the objectives we set for
                 the quarter. A major driver in these results is our continued success in delivering
                 productivity to the bottom line. We also saw continued volume growth in our Gases
                 business and high activity in our Equipment business, driven by liquefied natural gas
                 (LNG) heat exchangers.”

                 Gases segment sales of $1,562 million were up eight percent over the prior year on higher
                 volumes in the company’s Asian base Gases business, stronger pricing in North America
                 base Gases, as well as higher natural gas cost contractual pass-throughs to customers.
                 Operating income of $229 million increased eight percent* from the prior year on strong
                 volumes across most businesses and a gain on a European land sale, partially offset by the
                 unfavorable impact of the hurricanes.

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Chemicals segment sales of $444 million declined four percent over the prior year, largely
due to lower volumes, principally in polyurethane intermediates, and a divestiture.
Chemicals operating income of $19 million was up nine percent* over the prior year on
increased pricing to recover higher raw material, energy and natural gas costs.

Equipment segment revenues of $92 million rose five percent over the prior year and
operating income of $16 million was up significantly, driven by continued high LNG heat
exchanger activity. The company has 11 LNG heat exchangers in its Equipment backlog of
$690 million.

Outlook
Looking forward, Mr. Jones said, “We are off to a good start for 2006, and we’re
encouraged by our momentum going forward. We successfully managed the impacts of the
hurricanes, have a great backlog of projects to drive top-line growth, and are confident our
productivity efforts will continue to deliver improved return on capital. As a result, we are
increasing our EPS guidance to a range of $3.30 to $3.48 per share.”

For the second quarter, the company expects earnings per share between $.84 and $.87.

Annual Meeting of Shareholders
Air Products will host its Annual Meeting of Shareholders on Thursday, January 26, 2006
at 2:00 p.m. ET. Access the audio Webcast at
www.airproducts.com/Invest/shareholdersvcs/annualmeeting_materials.htm.

Air Products (NYSE:APD) serves customers in technology, energy, healthcare and
industrial markets worldwide with a unique portfolio of products, services and solutions,
providing atmospheric gases, process and specialty gases, performance materials and
chemical intermediates. Founded in 1940, Air Products has built leading positions in key
growth markets such as semiconductor materials, refinery hydrogen, home healthcare
services, natural gas liquefaction, and advanced coatings and adhesives. The company is
recognized for its innovative culture, operational excellence and commitment to safety and
the environment and is listed in the Dow Jones Sustainability and FTSE4Good Indices.
The company has annual revenues of $8.1 billion, operations in over 30 countries, and over
20,000 employees around the globe. For more information, visit www.airproducts.com.
NOTE: This release contains “forward-looking statements” within the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s
reasonable expectations and assumptions as of the date of this release regarding important risk
factors. Actual performance and financial results may differ materially from those expressed in the forward-
looking statements because of many factors, including those specifically referenced as future events or
outcomes that the company anticipates as well as, among other things, overall economic and business
conditions different than those currently anticipated and demand for Air Products’ goods and services during
that time; competitive factors in the industries in which it competes; interruption in ordinary sources of
supply; the ability to recover unanticipated increased energy and raw material costs from customers;
uninsured litigation judgments or settlements; changes in government regulations; consequences of acts of
war or terrorism impacting the United States’ and other markets; charges related to currently unplanned
portfolio management and cost reduction actions; the success of implementing cost reduction programs; the
timing, impact and other uncertainties of future acquisitions or divestitures or unanticipated contract
terminations; significant fluctuations in interest rates and foreign currencies from that currently anticipated;
the impact of tax and other legislation and regulations in jurisdictions in which Air Products and its affiliates


                                                    -more-
Page 3 of 12

operate; the recovery of insurance proceeds; the impact of new financial accounting standards, including the
expensing of employee stock options; and the timing and rate at which tax credits can be utilized. The
company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-
looking statements contained in this release to reflect any change in the company’s assumptions, beliefs or
expectations or any change in events, conditions or circumstances upon which any such forward-looking
statements are based.


Please review the attached financial tables, including the Summary of Consolidated
Financial Information:




                                                  -more-
Page 4 of 12

  Effective 1 October 2005, the company adopted SFAS No. 123R, which requires companies to expense the
  grant-date fair value of employee stock options. Prior year results have not been restated.

  *This press release contains non-GAAP measures, which adjust prior year results to include the pro forma
  impact of expensing employee stock options based on previous footnote disclosures required by SFAS No.
  123. Stock options have been accounted for as equity instruments. See the discussion under Share-Based
  Payments in the Notes to the consolidated financial statements. The presentation of these non-GAAP
  measures is intended to enhance the usefulness of financial information by providing measures which the
  company’s management uses internally to evaluate the company’s baseline performance.

                    FY06 Q1       FY05 Q1      % Change      FY05 Q1         FY05 Q1       % Change
                                                             Pro forma      Non-GAAP         Non-
                                                               Stock         Measure        GAAP
                                                              Option                       Measure
                                                              Expense

Operating Income
 Gases              $229.2        $219.8           4%              $7.7       $212.1           8%
 Chemicals            19.2          20.0          (4%)              2.4         17.6           9%
 Equipment            16.2           6.0         170%                .5          5.5         195%
 Corporate           (12.4)         (7.5)        (65%)               .4         (7.9)        (57%)
Consolidated        $252.2        $238.3           6%             $11.0       $227.3          11%

Net Income          $180.7        $166.8           8%              $6.9       $159.9          13%
Diluted EPS           $ .80         $ .72         11%               $.03        $ .69         16%




                                                         -more-
Page 5 of 12

                           AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
                         SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
                                            (Unaudited)

(Millions of dollars, except for share data)
                                                                      Three Months Ended
                                                                         31 December
                                                                     2005             2004
 Sales                                                            $2,098.6         $1,991.0

 Net Income                                                        $180.7           $166.8

 Basic Earnings Per Share                                              $.81             $.74

 Diluted Earnings Per Share                                            $.80             $.72

 Capital Expenditures                                              $327.2           $266.8

 Depreciation and Amortization                                     $186.3           $179.4




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                             AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
                                   CONSOLIDATED INCOME STATEMENTS
                                              (Unaudited)

(Millions of dollars, except for share data)
                                                                          Three Months Ended
                                                                              31 December
                                                                          2005          2004
 SALES                                                                  $2,098.6     $1,991.0
 COSTS AND EXPENSES
 Cost of sales                                                           1,571.3      1,475.5
 Selling and administrative                                                254.6        252.8
 Research and development                                                   37.8         33.1
 Other (income) expense, net                                               (17.3)        (8.7)
 OPERATING INCOME                                                          252.2        238.3
 Equity affiliates’ income                                                  27.8         25.5
 Interest expense                                                           26.3         27.8
 INCOME BEFORE TAXES AND                                                   253.7        236.0
   MINORITY INTEREST
 Income tax provision                                                      66.8          64.9
 Minority interest                                                          6.2           4.3
 NET INCOME                                                              $180.7        $166.8
 BASIC EARNINGS PER                                                         $.81          $.74
   COMMON SHARE
 DILUTED EARNINGS PER                                                        $.80         $.72
   COMMON SHARE
 WEIGHTED AVERAGE OF COMMON                                               222.0         226.4
   SHARES OUTSTANDING (in millions)
 WEIGHTED AVERAGE OF COMMON                                               227.1         232.3
   SHARES OUTSTANDING ASSUMING
   DILUTION (in millions)
 DIVIDENDS DECLARED PER                                                      $.32         $.29
   COMMON SHARE – Cash




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                         AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                           (Unaudited)

(Millions of dollars)
                                                               31 December    30 September
                                                                   2005           2005
 ASSETS
 CURRENT ASSETS
 Cash and cash items                                               $89.2         $55.8
 Trade receivables, less allowances for doubtful accounts        1,502.3       1,506.6
 Inventories and contracts in progress                             655.5         577.2
 Other receivables and current assets                              234.5         275.1
 TOTAL CURRENT ASSETS                                            2,481.5       2,414.7
 INVESTMENT IN NET ASSETS OF AND ADVANCES TO                       679.4         663.7
   EQUITY AFFILIATES
 PLANT AND EQUIPMENT, at cost                                   13,193.2      12,913.3
 Less accumulated depreciation                                   7,204.2       7,044.5
 PLANT AND EQUIPMENT, net                                        5,989.0       5,868.8
 GOODWILL                                                          916.2         920.0
 INTANGIBLE ASSETS, net                                             92.7          98.7
 OTHER NONCURRENT ASSETS                                           466.1         442.9
 TOTAL ASSETS                                                  $10,624.9     $10,408.8

 LIABILITIES AND SHAREHOLDERS’ EQUITY
 CURRENT LIABILITIES
 Payables and accrued liabilities                               $1,285.9      $1,378.0
 Accrued income taxes                                              151.1         118.2
 Short-term borrowings and current portion of long-term debt       335.7         447.0
 TOTAL CURRENT LIABILITIES                                       1,772.7       1,943.2
 LONG-TERM DEBT                                                  2,272.4       2,052.9
 DEFERRED INCOME & OTHER NONCURRENT LIABILITIES                    850.8         821.6
 DEFERRED INCOME TAXES                                             805.4         834.5
 TOTAL LIABILITIES                                               5,701.3       5,652.2
 MINORITY INTEREST IN SUBSIDIARY COMPANIES                         180.5         181.1
 SHARE-BASED COMPENSATION                                           45.1          30.0
 TOTAL SHAREHOLDERS’ EQUITY                                      4,698.0       4,545.5
 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY                    $10,624.9     $10,408.8




                                                 -more-
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                           AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (Unaudited)

   (Millions of dollars)
                                                                                       Three Months Ended
                                                                                          31 December
                                                                                        2005           2004
 OPERATING ACTIVITIES
   Net Income                                                                      $180.7            $166.8
   Adjustments to reconcile income to cash provided by
     operating activities:
     Depreciation and amortization                                                     186.3          179.4
     Deferred income taxes                                                               9.7           16.6
     Undistributed earnings of unconsolidated affiliates                               (13.0)          (5.9)
     Gain on sale of assets and investments                                            (10.7)           (.3)
     Share-based compensation                                                           15.9            3.6
     Other                                                                               (.8)           7.5
         Subtotal                                                                      368.1          367.7
   Working capital changes that provided (used) cash,
     excluding effects of acquisitions and divestitures:
      Trade receivables                                                                (12.8)          (2.8)
      Inventories and contracts in progress                                            (80.0)          45.8
      Payables and accrued liabilities                                                 (72.4)         (57.3)
      Other                                                                             52.5            1.9
 CASH PROVIDED BY OPERATING ACTIVITIES                                                 255.4          355.3
 INVESTING ACTIVITIES
   Additions to plant and equipment (a)                                            (326.6)           (216.1)
   Investment in and advances to unconsolidated affiliates                            --               (3.5)
   Acquisitions, less cash acquired (b)                                               --              (45.1)
   Proceeds from sale of assets and investments                                      17.6               2.6
   Other                                                                                 .5             1.4
 CASH USED FOR INVESTING ACTIVITIES                                                (308.5)           (260.7)
 FINANCING ACTIVITIES
   Long-term debt proceeds                                                             288.5           59.5
   Payments on long-term debt                                                          (66.3)         (13.5)
   Net (decrease) increase in commercial paper and short-                              (78.3)           2.7
     term borrowings
   Dividends paid to shareholders                                                      (71.0)         (65.5)
   Proceeds from stock option exercises                                                 13.0           42.2
   Other                                                                                 1.0            --
 CASH PROVIDED BY FINANCING ACTIVITIES                                                  86.9           25.4
 Effect of Exchange Rate Changes on Cash                                                 (.4)            6.4
 Increase in Cash and Cash Items                                                        33.4          126.4
 Cash and Cash Items - Beginning of Year                                                55.8          146.3
 Cash and Cash Items - End of Period                                                   $89.2         $272.7

(a) Excludes capital lease additions of $.6 and $1.5 in 2006 and 2005, respectively.
(b) Excludes $.6 of capital lease obligations assumed in acquisitions in 2005.



                                                   -more-
Page 9 of 12

                        AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                         (Unaudited)

(Millions of dollars, except for share data)

Share-Based Payments
Effective 1 October 2005, the company adopted Statement of Financial Accounting Standards (SFAS) No.
123R, “Share-Based Payment,” which requires companies to expense the grant-date fair value of employee
stock options. Prior to 1 October 2005, the company applied Accounting Principles Board (APB) Opinion
No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations in accounting for its stock
option plans. Accordingly, no compensation expense was recognized in net income for employee stock
options, as options granted had an exercise price equal to the market value of the underlying common stock
on the date of grant. The estimated impact of adopting SFAS No. 123R in 2006, based on the treatment of
stock options as equity instruments, is expected to reduce diluted earnings per share for the year by
approximately $.13. The pro forma impact of expensing employee stock options in 2005 would have been a
reduction of diluted earnings per share of $.13 for the year based on the disclosures required by SFAS No.
123.

The adoption of SFAS No. 123R requires a change in accounting for awards granted on or after 1 October
2005 to accelerate expense to the retirement eligible date for individuals who meet the requirements for
immediate vesting of awards upon their retirement. The impact of this change in 2006 for all share-based
compensation programs is estimated to reduce diluted earnings per share for the year by approximately $.03,
principally related to the stock option program.

The company adopted SFAS No. 123R using the modified prospective transition method and therefore has
not restated prior periods. Under this transition method, compensation cost associated with employee stock
options recognized in 2006 includes amortization related to the remaining unvested portion of stock option
awards granted prior to 1 October 2005, and amortization related to new awards granted after 1 October 2005.

Because certain of the company's share-based compensation programs include a provision for a contingent
cash settlement in the event of a change in control, the carrying amount of these awards based on a grant-date
fair value has been presented separately in the balance sheet outside of shareholders' equity. The company
believes the likelihood of such an actual cash settlement is remote. Accordingly, the company has accounted
for its stock options as equity instruments in accordance with the proposed Financial Accounting Standards
Board Staff Position (FSP) No. 123(R)-d issued by the FASB on 16 January 2006.

Under SFAS No. 123R as written, however, the company’s stock options are considered liabilities due to the
contingent cash settlement provision. Treatment of stock options as liability instruments would require the
company to recognize the cumulative effect of a change in accounting principle in net income to reflect the
fair value of all outstanding options as of 1 October 2005 on an after-tax basis. These awards would have to
be remeasured to fair value at each subsequent financial statement date until the awards are settled. The
impact of the cumulative effect adjustment would be estimated at approximately $295 on an after-tax basis,
and the subsequent fair value adjustment for the first quarter of 2006 would be estimated as an additional
expense of approximately $70 before-tax ($40 after-tax).

The expense associated with share-based compensation arrangements, whether classified as equity or liability
instruments, is a noncash charge. In the Consolidated Statement of Cash Flows, share-based compensation
expense is an adjustment to reconcile net income to cash provided by operating activities.




                                                   -more-
Page 10 of 12

Hurricanes
In the fourth quarter of 2005, the company’s New Orleans industrial gas complex sustained extensive damage
from Hurricane Katrina. This facility should return to full operations by the end of the second quarter. Other
industrial gases and chemicals facilities in the Gulf Coast region, also, sustained damages from Hurricanes
Katrina and Rita in fiscal 2005. During the quarter ended 31 December 2005, the company received $25
representing partial settlement with its insurers. Additional insurance recoveries for property damages and
business interruption will be recognized as claims are settled. The quarter ended 31 December 2005 included
a net charge of $20.2, or $.06 per share on a diluted basis, principally for losses attributable to business
interruption.

Other (Income) Expense, Net
Other income included a gain of $9.5 from the sale of land in Spain during the quarter ended 31 December
2005.




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Page 11 of 12

                             AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
                                    SUMMARY BY BUSINESS SEGMENTS
                                              (Unaudited)
(Millions of dollars)
                                                                                             Three Months Ended
                                                                                                31 December
                                                                                             2005          2004
 Revenues from external customers
  Gases                                                                                    $1,561.9     $1,442.7
  Chemicals                                                                                   444.4        460.7
  Equipment                                                                                    92.3         87.6
  Segment and Consolidated Totals                                                          $2,098.6     $1,991.0

 Operating income
  Gases                                                                                     $229.2       $219.8
  Chemicals                                                                                   19.2         20.0
  Equipment                                                                                   16.2          6.0
  Segment Totals                                                                             264.6        245.8
  Corporate research and development and                                                     (12.4)        (7.5)
   other income (expense)
  Consolidated Totals                                                                       $252.2       $238.3

 Equity affiliates’ income
  Gases                                                                                      $25.2        $22.6
  Chemicals                                                                                     2.6          2.9
  Equipment                                                                                    --           --
  Segment and Consolidated Totals                                                            $27.8        $25.5


 (Millions of dollars)
                                                                                       31 December     30 September
                                                                                           2005            2005
 Identifiable assets (a)
  Gases                                                                                    $7,949.6     $7,764.1
  Chemicals                                                                                 1,315.9      1,348.4
  Equipment                                                                                   274.2        247.0
  Segment Totals                                                                            9,539.7      9,359.5
  Corporate assets                                                                            405.8        385.6
  Consolidated Totals                                                                      $9,945.5     $9,745.1

(a) Identifiable assets are equal to total assets less investments in equity affiliates.




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Page 12 of 12

                          AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
                                SUMMARY BY GEOGRAPHIC REGIONS
                                           (Unaudited)

(Millions of dollars)
                                                                                  Three Months Ended
                                                                                      31 December
                                                                                 2005          2004
 Revenues from external customers
  North America                                                                $1,269.4        $1,157.4
  Europe                                                                          535.9           565.6
  Asia                                                                            249.3           229.6
  Latin America                                                                    44.0            38.4
 Total                                                                         $2,098.6        $1,991.0

                Geographic information is based on country of origin. The Europe segment operates
                principally in the U.K., Spain, Belgium, France, Germany and the Netherlands. The
                Asia segment operates principally in China, Japan, Korea and Taiwan.

                                       #              #               #

Media Inquiries:
      Katie McDonald, tel: (610) 481-3673; e-mail: mcdonace@airproducts.com

Investor Inquiries:
       Phil Sproger, tel: (610) 481-7461; e-mail: sprogepc@airproducts.com

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air products & chemicals fy 06 q1

  • 1. News Release Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA 18195-1501 AIR PRODUCTS REPORTS FIRST QUARTER EPS OF $.80, UP 16%*; RAISES FISCAL 2006 FULL-YEAR EPS GUIDANCE Access the Q1 earnings teleconference scheduled for 10:00 a.m. Eastern Time on January 25 by calling (913) 981-5542 and entering passcode 6277954, or listen on the Web at: www.airproducts.com/Invest/financialnews/Earnings_Releases/Teleconference.htm. LEHIGH VALLEY, Pa. (January 25, 2006) – Air Products (NYSE:APD) today reported net income of $181 million or diluted earnings per share (EPS) of $.80 for its first fiscal quarter ended December 31, 2005. Net income increased eight percent and diluted EPS was up eleven percent compared with the prior year. First quarter earnings comparisons are affected by the adoption of Statement of Financial Accounting Standards No. 123R and expensing of stock options as of October 1, 2005. On a comparable basis (including stock compensation expenses), net income increased 13 percent* and diluted EPS increased 16 percent*. Discussion of Fiscal First Quarter Results on a Comparable Basis: Revenues of $2,099 million were up five percent over the prior year on higher natural gas and raw material cost contractual pass-throughs to customers, volume growth in Gases, and improved pricing in Chemicals. Operating income of $252 million was up 11 percent* from the prior year, primarily on strong Gases volumes and higher Equipment activity. Unfavorable currency impacted sales growth by two percent in the quarter, and Hurricanes Katrina and Rita in the prior quarter also reduced revenues by an additional three percent. The hurricanes reduced operating income in the quarter by $20 million ($14 million in Gases and $6 million in Chemicals), or $.06 per share. John P. Jones, chairman and chief executive officer, said, “We had a strong first quarter with continued growth in sales, earnings and most importantly, return on capital. We delivered these results despite significant challenges from the hurricanes and large spikes in raw material and energy costs. Our people executed well against the objectives we set for the quarter. A major driver in these results is our continued success in delivering productivity to the bottom line. We also saw continued volume growth in our Gases business and high activity in our Equipment business, driven by liquefied natural gas (LNG) heat exchangers.” Gases segment sales of $1,562 million were up eight percent over the prior year on higher volumes in the company’s Asian base Gases business, stronger pricing in North America base Gases, as well as higher natural gas cost contractual pass-throughs to customers. Operating income of $229 million increased eight percent* from the prior year on strong volumes across most businesses and a gain on a European land sale, partially offset by the unfavorable impact of the hurricanes. -more-
  • 2. Page 2 of 12 Chemicals segment sales of $444 million declined four percent over the prior year, largely due to lower volumes, principally in polyurethane intermediates, and a divestiture. Chemicals operating income of $19 million was up nine percent* over the prior year on increased pricing to recover higher raw material, energy and natural gas costs. Equipment segment revenues of $92 million rose five percent over the prior year and operating income of $16 million was up significantly, driven by continued high LNG heat exchanger activity. The company has 11 LNG heat exchangers in its Equipment backlog of $690 million. Outlook Looking forward, Mr. Jones said, “We are off to a good start for 2006, and we’re encouraged by our momentum going forward. We successfully managed the impacts of the hurricanes, have a great backlog of projects to drive top-line growth, and are confident our productivity efforts will continue to deliver improved return on capital. As a result, we are increasing our EPS guidance to a range of $3.30 to $3.48 per share.” For the second quarter, the company expects earnings per share between $.84 and $.87. Annual Meeting of Shareholders Air Products will host its Annual Meeting of Shareholders on Thursday, January 26, 2006 at 2:00 p.m. ET. Access the audio Webcast at www.airproducts.com/Invest/shareholdersvcs/annualmeeting_materials.htm. Air Products (NYSE:APD) serves customers in technology, energy, healthcare and industrial markets worldwide with a unique portfolio of products, services and solutions, providing atmospheric gases, process and specialty gases, performance materials and chemical intermediates. Founded in 1940, Air Products has built leading positions in key growth markets such as semiconductor materials, refinery hydrogen, home healthcare services, natural gas liquefaction, and advanced coatings and adhesives. The company is recognized for its innovative culture, operational excellence and commitment to safety and the environment and is listed in the Dow Jones Sustainability and FTSE4Good Indices. The company has annual revenues of $8.1 billion, operations in over 30 countries, and over 20,000 employees around the globe. For more information, visit www.airproducts.com. NOTE: This release contains “forward-looking statements” within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s reasonable expectations and assumptions as of the date of this release regarding important risk factors. Actual performance and financial results may differ materially from those expressed in the forward- looking statements because of many factors, including those specifically referenced as future events or outcomes that the company anticipates as well as, among other things, overall economic and business conditions different than those currently anticipated and demand for Air Products’ goods and services during that time; competitive factors in the industries in which it competes; interruption in ordinary sources of supply; the ability to recover unanticipated increased energy and raw material costs from customers; uninsured litigation judgments or settlements; changes in government regulations; consequences of acts of war or terrorism impacting the United States’ and other markets; charges related to currently unplanned portfolio management and cost reduction actions; the success of implementing cost reduction programs; the timing, impact and other uncertainties of future acquisitions or divestitures or unanticipated contract terminations; significant fluctuations in interest rates and foreign currencies from that currently anticipated; the impact of tax and other legislation and regulations in jurisdictions in which Air Products and its affiliates -more-
  • 3. Page 3 of 12 operate; the recovery of insurance proceeds; the impact of new financial accounting standards, including the expensing of employee stock options; and the timing and rate at which tax credits can be utilized. The company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward- looking statements contained in this release to reflect any change in the company’s assumptions, beliefs or expectations or any change in events, conditions or circumstances upon which any such forward-looking statements are based. Please review the attached financial tables, including the Summary of Consolidated Financial Information: -more-
  • 4. Page 4 of 12 Effective 1 October 2005, the company adopted SFAS No. 123R, which requires companies to expense the grant-date fair value of employee stock options. Prior year results have not been restated. *This press release contains non-GAAP measures, which adjust prior year results to include the pro forma impact of expensing employee stock options based on previous footnote disclosures required by SFAS No. 123. Stock options have been accounted for as equity instruments. See the discussion under Share-Based Payments in the Notes to the consolidated financial statements. The presentation of these non-GAAP measures is intended to enhance the usefulness of financial information by providing measures which the company’s management uses internally to evaluate the company’s baseline performance. FY06 Q1 FY05 Q1 % Change FY05 Q1 FY05 Q1 % Change Pro forma Non-GAAP Non- Stock Measure GAAP Option Measure Expense Operating Income Gases $229.2 $219.8 4% $7.7 $212.1 8% Chemicals 19.2 20.0 (4%) 2.4 17.6 9% Equipment 16.2 6.0 170% .5 5.5 195% Corporate (12.4) (7.5) (65%) .4 (7.9) (57%) Consolidated $252.2 $238.3 6% $11.0 $227.3 11% Net Income $180.7 $166.8 8% $6.9 $159.9 13% Diluted EPS $ .80 $ .72 11% $.03 $ .69 16% -more-
  • 5. Page 5 of 12 AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION (Unaudited) (Millions of dollars, except for share data) Three Months Ended 31 December 2005 2004 Sales $2,098.6 $1,991.0 Net Income $180.7 $166.8 Basic Earnings Per Share $.81 $.74 Diluted Earnings Per Share $.80 $.72 Capital Expenditures $327.2 $266.8 Depreciation and Amortization $186.3 $179.4 -more-
  • 6. Page 6 of 12 AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries CONSOLIDATED INCOME STATEMENTS (Unaudited) (Millions of dollars, except for share data) Three Months Ended 31 December 2005 2004 SALES $2,098.6 $1,991.0 COSTS AND EXPENSES Cost of sales 1,571.3 1,475.5 Selling and administrative 254.6 252.8 Research and development 37.8 33.1 Other (income) expense, net (17.3) (8.7) OPERATING INCOME 252.2 238.3 Equity affiliates’ income 27.8 25.5 Interest expense 26.3 27.8 INCOME BEFORE TAXES AND 253.7 236.0 MINORITY INTEREST Income tax provision 66.8 64.9 Minority interest 6.2 4.3 NET INCOME $180.7 $166.8 BASIC EARNINGS PER $.81 $.74 COMMON SHARE DILUTED EARNINGS PER $.80 $.72 COMMON SHARE WEIGHTED AVERAGE OF COMMON 222.0 226.4 SHARES OUTSTANDING (in millions) WEIGHTED AVERAGE OF COMMON 227.1 232.3 SHARES OUTSTANDING ASSUMING DILUTION (in millions) DIVIDENDS DECLARED PER $.32 $.29 COMMON SHARE – Cash -more-
  • 7. Page 7 of 12 AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Millions of dollars) 31 December 30 September 2005 2005 ASSETS CURRENT ASSETS Cash and cash items $89.2 $55.8 Trade receivables, less allowances for doubtful accounts 1,502.3 1,506.6 Inventories and contracts in progress 655.5 577.2 Other receivables and current assets 234.5 275.1 TOTAL CURRENT ASSETS 2,481.5 2,414.7 INVESTMENT IN NET ASSETS OF AND ADVANCES TO 679.4 663.7 EQUITY AFFILIATES PLANT AND EQUIPMENT, at cost 13,193.2 12,913.3 Less accumulated depreciation 7,204.2 7,044.5 PLANT AND EQUIPMENT, net 5,989.0 5,868.8 GOODWILL 916.2 920.0 INTANGIBLE ASSETS, net 92.7 98.7 OTHER NONCURRENT ASSETS 466.1 442.9 TOTAL ASSETS $10,624.9 $10,408.8 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Payables and accrued liabilities $1,285.9 $1,378.0 Accrued income taxes 151.1 118.2 Short-term borrowings and current portion of long-term debt 335.7 447.0 TOTAL CURRENT LIABILITIES 1,772.7 1,943.2 LONG-TERM DEBT 2,272.4 2,052.9 DEFERRED INCOME & OTHER NONCURRENT LIABILITIES 850.8 821.6 DEFERRED INCOME TAXES 805.4 834.5 TOTAL LIABILITIES 5,701.3 5,652.2 MINORITY INTEREST IN SUBSIDIARY COMPANIES 180.5 181.1 SHARE-BASED COMPENSATION 45.1 30.0 TOTAL SHAREHOLDERS’ EQUITY 4,698.0 4,545.5 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $10,624.9 $10,408.8 -more-
  • 8. Page 8 of 12 AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Millions of dollars) Three Months Ended 31 December 2005 2004 OPERATING ACTIVITIES Net Income $180.7 $166.8 Adjustments to reconcile income to cash provided by operating activities: Depreciation and amortization 186.3 179.4 Deferred income taxes 9.7 16.6 Undistributed earnings of unconsolidated affiliates (13.0) (5.9) Gain on sale of assets and investments (10.7) (.3) Share-based compensation 15.9 3.6 Other (.8) 7.5 Subtotal 368.1 367.7 Working capital changes that provided (used) cash, excluding effects of acquisitions and divestitures: Trade receivables (12.8) (2.8) Inventories and contracts in progress (80.0) 45.8 Payables and accrued liabilities (72.4) (57.3) Other 52.5 1.9 CASH PROVIDED BY OPERATING ACTIVITIES 255.4 355.3 INVESTING ACTIVITIES Additions to plant and equipment (a) (326.6) (216.1) Investment in and advances to unconsolidated affiliates -- (3.5) Acquisitions, less cash acquired (b) -- (45.1) Proceeds from sale of assets and investments 17.6 2.6 Other .5 1.4 CASH USED FOR INVESTING ACTIVITIES (308.5) (260.7) FINANCING ACTIVITIES Long-term debt proceeds 288.5 59.5 Payments on long-term debt (66.3) (13.5) Net (decrease) increase in commercial paper and short- (78.3) 2.7 term borrowings Dividends paid to shareholders (71.0) (65.5) Proceeds from stock option exercises 13.0 42.2 Other 1.0 -- CASH PROVIDED BY FINANCING ACTIVITIES 86.9 25.4 Effect of Exchange Rate Changes on Cash (.4) 6.4 Increase in Cash and Cash Items 33.4 126.4 Cash and Cash Items - Beginning of Year 55.8 146.3 Cash and Cash Items - End of Period $89.2 $272.7 (a) Excludes capital lease additions of $.6 and $1.5 in 2006 and 2005, respectively. (b) Excludes $.6 of capital lease obligations assumed in acquisitions in 2005. -more-
  • 9. Page 9 of 12 AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Millions of dollars, except for share data) Share-Based Payments Effective 1 October 2005, the company adopted Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment,” which requires companies to expense the grant-date fair value of employee stock options. Prior to 1 October 2005, the company applied Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations in accounting for its stock option plans. Accordingly, no compensation expense was recognized in net income for employee stock options, as options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. The estimated impact of adopting SFAS No. 123R in 2006, based on the treatment of stock options as equity instruments, is expected to reduce diluted earnings per share for the year by approximately $.13. The pro forma impact of expensing employee stock options in 2005 would have been a reduction of diluted earnings per share of $.13 for the year based on the disclosures required by SFAS No. 123. The adoption of SFAS No. 123R requires a change in accounting for awards granted on or after 1 October 2005 to accelerate expense to the retirement eligible date for individuals who meet the requirements for immediate vesting of awards upon their retirement. The impact of this change in 2006 for all share-based compensation programs is estimated to reduce diluted earnings per share for the year by approximately $.03, principally related to the stock option program. The company adopted SFAS No. 123R using the modified prospective transition method and therefore has not restated prior periods. Under this transition method, compensation cost associated with employee stock options recognized in 2006 includes amortization related to the remaining unvested portion of stock option awards granted prior to 1 October 2005, and amortization related to new awards granted after 1 October 2005. Because certain of the company's share-based compensation programs include a provision for a contingent cash settlement in the event of a change in control, the carrying amount of these awards based on a grant-date fair value has been presented separately in the balance sheet outside of shareholders' equity. The company believes the likelihood of such an actual cash settlement is remote. Accordingly, the company has accounted for its stock options as equity instruments in accordance with the proposed Financial Accounting Standards Board Staff Position (FSP) No. 123(R)-d issued by the FASB on 16 January 2006. Under SFAS No. 123R as written, however, the company’s stock options are considered liabilities due to the contingent cash settlement provision. Treatment of stock options as liability instruments would require the company to recognize the cumulative effect of a change in accounting principle in net income to reflect the fair value of all outstanding options as of 1 October 2005 on an after-tax basis. These awards would have to be remeasured to fair value at each subsequent financial statement date until the awards are settled. The impact of the cumulative effect adjustment would be estimated at approximately $295 on an after-tax basis, and the subsequent fair value adjustment for the first quarter of 2006 would be estimated as an additional expense of approximately $70 before-tax ($40 after-tax). The expense associated with share-based compensation arrangements, whether classified as equity or liability instruments, is a noncash charge. In the Consolidated Statement of Cash Flows, share-based compensation expense is an adjustment to reconcile net income to cash provided by operating activities. -more-
  • 10. Page 10 of 12 Hurricanes In the fourth quarter of 2005, the company’s New Orleans industrial gas complex sustained extensive damage from Hurricane Katrina. This facility should return to full operations by the end of the second quarter. Other industrial gases and chemicals facilities in the Gulf Coast region, also, sustained damages from Hurricanes Katrina and Rita in fiscal 2005. During the quarter ended 31 December 2005, the company received $25 representing partial settlement with its insurers. Additional insurance recoveries for property damages and business interruption will be recognized as claims are settled. The quarter ended 31 December 2005 included a net charge of $20.2, or $.06 per share on a diluted basis, principally for losses attributable to business interruption. Other (Income) Expense, Net Other income included a gain of $9.5 from the sale of land in Spain during the quarter ended 31 December 2005. -more-
  • 11. Page 11 of 12 AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries SUMMARY BY BUSINESS SEGMENTS (Unaudited) (Millions of dollars) Three Months Ended 31 December 2005 2004 Revenues from external customers Gases $1,561.9 $1,442.7 Chemicals 444.4 460.7 Equipment 92.3 87.6 Segment and Consolidated Totals $2,098.6 $1,991.0 Operating income Gases $229.2 $219.8 Chemicals 19.2 20.0 Equipment 16.2 6.0 Segment Totals 264.6 245.8 Corporate research and development and (12.4) (7.5) other income (expense) Consolidated Totals $252.2 $238.3 Equity affiliates’ income Gases $25.2 $22.6 Chemicals 2.6 2.9 Equipment -- -- Segment and Consolidated Totals $27.8 $25.5 (Millions of dollars) 31 December 30 September 2005 2005 Identifiable assets (a) Gases $7,949.6 $7,764.1 Chemicals 1,315.9 1,348.4 Equipment 274.2 247.0 Segment Totals 9,539.7 9,359.5 Corporate assets 405.8 385.6 Consolidated Totals $9,945.5 $9,745.1 (a) Identifiable assets are equal to total assets less investments in equity affiliates. -more-
  • 12. Page 12 of 12 AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries SUMMARY BY GEOGRAPHIC REGIONS (Unaudited) (Millions of dollars) Three Months Ended 31 December 2005 2004 Revenues from external customers North America $1,269.4 $1,157.4 Europe 535.9 565.6 Asia 249.3 229.6 Latin America 44.0 38.4 Total $2,098.6 $1,991.0 Geographic information is based on country of origin. The Europe segment operates principally in the U.K., Spain, Belgium, France, Germany and the Netherlands. The Asia segment operates principally in China, Japan, Korea and Taiwan. # # # Media Inquiries: Katie McDonald, tel: (610) 481-3673; e-mail: mcdonace@airproducts.com Investor Inquiries: Phil Sproger, tel: (610) 481-7461; e-mail: sprogepc@airproducts.com