UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __)
Filed by
the Registrant
o
Filed by
a Party other than the Registrant þ
Check
appropriate box:
o Preliminary
Proxy Statement
o Confidential,
For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
o Definitive
Proxy Statement
o Definitive
Additional Materials
þ Soliciting
Material under Rule 14a-12
Airgas,
Inc.
(Name of
Registrant as Specified in Its Charter)
Air Products Distribution, Inc.
Air
Products and Chemicals, Inc.
(Name of
Persons Filing Proxy Statement, if Other than Registrant)
Payment
of filing fee (Check the appropriate box):
þ No
fee required.
o Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of
securities to which transaction applies:
(2) Aggregate number of securities
to which transaction applies:
|
|
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was
determined):
|
(4) Proposed maximum aggregate
value of transaction:
(5) Total fee paid:
o Fee
paid previously with preliminary materials.
o Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously
Paid:
(2) Form, Schedule or
Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Morgan
Stanley
Global Basic Materials Conference
Paul Huck, Senior Vice President and CFO
February 25, 2010
Global Basic Materials Conference
Paul Huck, Senior Vice President and CFO
February 25, 2010
Morgan
Stanley Global Basic Materials Conference
Additional
Information
• On February
11, 2010, Air Products Distribution, Inc., a wholly owned subsidiary of Air
Products and
Chemicals, Inc. ("Air Products"), commenced a cash tender offer for all the outstanding shares of common
stock of Airgas, Inc. ("Airgas") not already owned by Air Products, subject to the terms and conditions set
forth in the Offer to Purchase dated as of February 11, 2010 (the "Offer to Purchase"). The purchase price to
be paid upon the successful closing of the cash tender offer is $60.00 per share in cash, without interest and
less any required withholding tax, subject to the terms and conditions set forth in the Offer to Purchase, as
amended. The offer is scheduled to expire at midnight, New York City time, on Friday, April 9, 2010, unless
further extended in the manner set forth in the Offer to Purchase.
Chemicals, Inc. ("Air Products"), commenced a cash tender offer for all the outstanding shares of common
stock of Airgas, Inc. ("Airgas") not already owned by Air Products, subject to the terms and conditions set
forth in the Offer to Purchase dated as of February 11, 2010 (the "Offer to Purchase"). The purchase price to
be paid upon the successful closing of the cash tender offer is $60.00 per share in cash, without interest and
less any required withholding tax, subject to the terms and conditions set forth in the Offer to Purchase, as
amended. The offer is scheduled to expire at midnight, New York City time, on Friday, April 9, 2010, unless
further extended in the manner set forth in the Offer to Purchase.
• This
communication does not constitute an offer to buy or solicitation of an offer to
sell any securities. The
tender offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to
Purchase, a related letter of transmittal and other offer materials) filed by Air Products with the U.S. Securities
and Exchange Commission) on February 11, 2010. INVESTORS AND SECURITY HOLDERS OF AIRGAS ARE
URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders can obtain free copies of these documents and other documents filed with the SEC by Air Products
through the web site maintained by the SEC at http://www.sec.gov. The Offer to Purchase and related
materials may also be obtained for free by contacting the Information Agent for the tender offer,
MacKenzie Partners, Inc., at 212-929-5500 or toll-free at 800-322-2885.
tender offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to
Purchase, a related letter of transmittal and other offer materials) filed by Air Products with the U.S. Securities
and Exchange Commission) on February 11, 2010. INVESTORS AND SECURITY HOLDERS OF AIRGAS ARE
URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders can obtain free copies of these documents and other documents filed with the SEC by Air Products
through the web site maintained by the SEC at http://www.sec.gov. The Offer to Purchase and related
materials may also be obtained for free by contacting the Information Agent for the tender offer,
MacKenzie Partners, Inc., at 212-929-5500 or toll-free at 800-322-2885.
• In
connection with the proposed transaction, Air Products may file a proxy
statement with the SEC. Any
definitive proxy statement will be mailed to stockholders of Airgas. INVESTORS AND SECURITY HOLDERS OF
AIRGAS ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with the SEC by Air Products through the
web site maintained by the SEC at http://www.sec.gov.
definitive proxy statement will be mailed to stockholders of Airgas. INVESTORS AND SECURITY HOLDERS OF
AIRGAS ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with the SEC by Air Products through the
web site maintained by the SEC at http://www.sec.gov.
2
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Stanley Global Basic Materials Conference
Certain
Information Regarding Participants
• Air
Products and certain of its respective directors and executive officers may
be
deemed to be participants in the proposed transaction under the rules of the
SEC. Security holders may obtain information regarding the names, affiliations
and interests of Air Products’ directors and executive officers in Air Products’
Annual Report on Form 10-K for the year ended September 30, 2009, which was
filed with the SEC on November 25, 2009, and its proxy statement for the 2010
Annual Meeting, which was filed with the SEC on December 10, 2009. These
documents can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of these participants in the proxy
solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will also be included in any proxy statement and other
relevant materials to be filed with the SEC when they become available.
deemed to be participants in the proposed transaction under the rules of the
SEC. Security holders may obtain information regarding the names, affiliations
and interests of Air Products’ directors and executive officers in Air Products’
Annual Report on Form 10-K for the year ended September 30, 2009, which was
filed with the SEC on November 25, 2009, and its proxy statement for the 2010
Annual Meeting, which was filed with the SEC on December 10, 2009. These
documents can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of these participants in the proxy
solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will also be included in any proxy statement and other
relevant materials to be filed with the SEC when they become available.
3
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Stanley Global Basic Materials Conference
Forward-Looking
Statements
• Note: This
contains “forward-looking statements” within the safe harbor provisions of the
Private Securities
Litigation Reform Act of 1995, including earnings guidance and projections of the results of the Company’s
proposed acquisition of Airgas, Inc. These forward-looking statements are based on management’s
reasonable expectations and assumptions as of the date this presentation is made regarding important risk
factors. Actual performance and financial results may differ materially from projections and estimates
expressed in the forward-looking statements because of many factors not anticipated by management,
including, without limitation, longer than anticipated delay in global economic recovery; renewed
deterioration in economic and business conditions; poor demand for the Company's products; future
financial and operating performance of major customers and industries served by the Company; inability to
collect receivables from or recovery of payments made by customers in bankruptcy proceedings;
unanticipated contract terminations or customer cancellations or postponement of projects and sales; asset
impairments due to economic conditions or specific product or customer events; costs associated with the
Company’s cash tender offer for Airgas, Inc.; costs of future restructuring actions which are not currently
planned or anticipated; the impact of competitive products and pricing; interruption in ordinary sources of
supply of raw materials; the ability to recover unanticipated increased energy and raw material costs from
customers; costs and outcomes of litigation or regulatory activities; charges related to current portfolio
management and cost reduction actions; the success of implementing cost reduction programs; failure to
consummate the tender offer for Airgas, Inc. or inability to achieve anticipated acquisition synergies; the
timing, impact, and other uncertainties of future acquisitions or divestitures; significant fluctuations in interest
rates and foreign currencies from that currently anticipated; the continued availability of capital funding
sources in all of the Company's foreign operations; the impact of new or changed environmental,
healthcare, tax or other legislation and regulations in jurisdictions in which the Company and its affiliates
operate; the impact of new or changed financial accounting guidance; the timing and rate at which tax
credits can be utilized and other risk factors described in the Company’s Form 10K for its fiscal year ended
September 30, 2009. The Company disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statements contained in this document 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.
Litigation Reform Act of 1995, including earnings guidance and projections of the results of the Company’s
proposed acquisition of Airgas, Inc. These forward-looking statements are based on management’s
reasonable expectations and assumptions as of the date this presentation is made regarding important risk
factors. Actual performance and financial results may differ materially from projections and estimates
expressed in the forward-looking statements because of many factors not anticipated by management,
including, without limitation, longer than anticipated delay in global economic recovery; renewed
deterioration in economic and business conditions; poor demand for the Company's products; future
financial and operating performance of major customers and industries served by the Company; inability to
collect receivables from or recovery of payments made by customers in bankruptcy proceedings;
unanticipated contract terminations or customer cancellations or postponement of projects and sales; asset
impairments due to economic conditions or specific product or customer events; costs associated with the
Company’s cash tender offer for Airgas, Inc.; costs of future restructuring actions which are not currently
planned or anticipated; the impact of competitive products and pricing; interruption in ordinary sources of
supply of raw materials; the ability to recover unanticipated increased energy and raw material costs from
customers; costs and outcomes of litigation or regulatory activities; charges related to current portfolio
management and cost reduction actions; the success of implementing cost reduction programs; failure to
consummate the tender offer for Airgas, Inc. or inability to achieve anticipated acquisition synergies; the
timing, impact, and other uncertainties of future acquisitions or divestitures; significant fluctuations in interest
rates and foreign currencies from that currently anticipated; the continued availability of capital funding
sources in all of the Company's foreign operations; the impact of new or changed environmental,
healthcare, tax or other legislation and regulations in jurisdictions in which the Company and its affiliates
operate; the impact of new or changed financial accounting guidance; the timing and rate at which tax
credits can be utilized and other risk factors described in the Company’s Form 10K for its fiscal year ended
September 30, 2009. The Company disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statements contained in this document 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.
4
Offer to
Acquire Airgas
Morgan
Stanley Global Basic Materials Conference
Airgas
transaction highlights
6
|
Consideration
|
All-cash
offer for all Airgas shares at $60.00 per share
|
|
Premium
|
Premium
of 38% to Airgas’ closing price on 2/04/10
of $43.53 |
|
Accretion
|
Expected
to be substantially accretive to Air Products cash
EPS in year one |
|
Synergies
|
Substantial
cost synergies yielding $250 million run-rate by the
end of year two |
|
Financing
|
•Air
Products has secured committed financing, is committed
to remaining investment grade and to returning to an A rating •Transaction
costs expected to be approximately $200MM,
expensed as incurred. •Q2
~$0.08 per share impact
•Q3
~$0.10 per share impact
|
|
Regulatory
Approval |
Air
Products has thoroughly considered potential regulatory
issues and is prepared to make appropriate divestitures |
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Stanley Global Basic Materials Conference
Compelling
strategic and industrial logic
7
Creates
one of the world’s leading integrated industrial gas companies
• Largest
industrial gas company in North America
• Diversified
across geographies and distribution channels with competitive
positions in all three supply modes: Packaged Gases, Liquid Bulk, Tonnage
positions in all three supply modes: Packaged Gases, Liquid Bulk, Tonnage
Combination
of highly complementary skills and strengths enables us to better
serve the needs of customers
serve the needs of customers
• Air
Products’ leadership in tonnage, strong European and joint venture
packaged gas positions
packaged gas positions
• Airgas’
leadership in U.S. packaged gases
• Air
Products’ Engineering and Technology Skills
Timing
is excellent
• Provides
Air Products a highly efficient re-entry into U.S. packaged gas
market
• Air
Products’ global infrastructure enables more rapid Airgas international
expansion
expansion
Significant
synergies available
• Substantial
cost savings
• Growth
opportunities as economy recovers
• Leverages
Air Products’ supply chain and SAP capabilities
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Stanley Global Basic Materials Conference
Airgas at a
glance
8
|
Revenue
(FY2009)
|
$4.3B
|
|
Total
CAGR (over last 5 years)
|
19%
|
|
Same
Store Sales Growth
|
7%
|
Broad
Coverage - 1,500 Sales Representatives
Industries
Served
Source: Based on
Airgas public disclosures
Morgan
Stanley Global Basic Materials Conference
A world
leading integrated industrial gas company
9
(1)
Source: Based on
Airgas public disclosures
Packaged
Gas
90%
Gas
90%
Liquid/Bulk
10%
10%
Pro-forma
Air Products
Air Products
Pro-forma
Air Products
Air Products
Airgas
Revenues(1)
Revenues(1)
Airgas
Revenues(1)
Revenues(1)
Air
Products
Revenues
Revenues
Air
Products
Revenues
Revenues
Liquid/Bulk
17%
17%
Onsite
25%
25%
Equipment
& Services
10%
& Services
10%
Onsite/Pipeline
37%
Liquid/Bulk
24%
Equipment
&
Services
Services
14%
Packaged
Gas
Gas
11%
• One of the
largest industrial gas companies in the world
• Largest
industrial gas company in North America
• World-class
competencies across all modes of supply
+
=
Specialty
Materials
14%
Spec
Mat’ls
9%
Mat’ls
9%
Packaged
Gas
39%
Gas
39%
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Benefits of
an integrated industrial gas company
10
Liquid/Bulk
Tonnage/Onsites
• Co-product
economics
• Liquid
back-up
• Sales
coverage
• Product
supply/outlet
• Broader
scope of
industries served
industries served
• Brand
recognition
Cylinders
Bulk
Packaged
Gases
Mode
of supply
Mode
of supply
Integration
benefit
Integration
benefit
Tonnage
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Synergies
11
Supply
Chain
• Consolidate
filling locations
• Consolidate
specialty gas plant locations
• Move from
local delivery to hub and spoke
• Combine
purchasing requirements
• Utilize
Shared Services for Packaged Gas operations and
Product Management
Product Management
Overheads
• Use Shared
Services for back office operations - Finance, HR, IT,
Purchasing, Invoicing, Credit & Collections and Marketing
Purchasing, Invoicing, Credit & Collections and Marketing
• Rationalize
management
• Rationalize
corporate infrastructure
SAP
enables these synergies
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Growth
acceleration
12
•New
Offerings for US Packaged Gases
−Integra®
cylinders
−300 BAR
cylinders
•Further
expand Air Products’ offerings into key
industries
industries
−Fabrication - Analytical
−Construction - Medical
−Pharmaceuticals - Food
and Beverage
•Utilize Air
Products’ International Structure
Growth
through new offerings, density and international
expansion
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North
America remains a major growth area
GDP
growth
13
ROW
Source: Global
Insights
|
GDP
|
2009
|
2013
|
Growth
|
'09-'13
CAGR
|
|
World
|
49.1
|
55.9
|
6.8
|
3.3%
|
|
North
America
|
15.0
|
16.9
|
1.9
|
3.0%
|
|
Europe
|
16.6
|
17.9
|
1.3
|
1.9%
|
|
Asia
ex. Japan
|
8.3
|
10.7
|
2.4
|
6.6%
|
|
Japan
|
4.5
|
4.8
|
0.3
|
1.7%
|
|
Rest
of World
|
4.7
|
5.6
|
0.9
|
4.4%
|
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Key
measures
14
• Transaction
accretive in the
first year
first year
• Solid
shareholder value
• Excludes
transaction and
integration costs
integration costs
• Synergies
enable greater cash
flow generation
flow generation
• Combination
provides for
significant margin benefits
significant margin benefits
Accretion/Dilution
EBITDA
Margin
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Path
forward . . .
15
Air
Products
committed to
completing the
transaction
committed to
completing the
transaction
Litigation
• Commenced
litigation in
Delaware
Delaware
Tender
offer
• Offer
commenced Feb 11
• Financing
committed
Regulatory
process
• Prepared to
make
appropriate divestitures
appropriate divestitures
Proxy
contest
• Proceed
with proxy
contest if needed
contest if needed
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Air
Products Financial Performance
16
|
|
FY04
|
thru
|
FY08
|
H109
|
H209
|
Q110
|
|
Sales
(
CAGR/ % chg vs PY )
|
|
14%
|
|
(16%)
|
(25%)
|
(1%)
|
|
Operating
Margin *
|
12.8%
|
1.8%
|
14.6%
|
13.2%
|
15.5%
|
15.9%
|
|
EPS
Cont Ops.*
|
|
21%
|
|
(24%)
|
(16%)
|
20%
|
|
ROCE
(4
quarter trailing)*
|
9.6%
|
3.4%
|
13.0%
|
|
|
|
|
ROCE
(instantaneous)
*
|
|
|
|
10.0%
|
11.2%
|
11.7%
|
*
non-GAAP, see appendix for reconciliation
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We have
Multiple Growth Opportunities
17
l Hydrogen
for refining
l Oxygen for
gasification
l LNG heat
exchangers
Energy
Environment
Emerging
Markets
l Oxyfuel
l Carbon
capture
l Multiple
Gas Applications
l Electronics
across Asia
l Equity
Affiliate positions
l Expanding
Merchant
positions in Asia
positions in Asia
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Cleanfire® HRi™
burner
burner
Efficient
oxygen
plant design
plant design
Merchant
Business
Applications Driven Growth
Applications Driven Growth
18
A
winning combination!
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Merchant
Business
Winning New Customers with Industrial Gases
Winning New Customers with Industrial Gases
19
Integra®
Cylinders
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Stanley Global Basic Materials Conference
Low-Conversion
Refinery
Refinery
H2 scf/ bbl 0 - 150
Sulfur
spec. None
High-Conversion
Refinery
Refinery
800
-1000 +
<30
to <15 ppm
s
20
Other
20%
Residual
Fuel 34%
Other
17%
Residual
fuel 1%
Transportation
Fuel 46%
Transportation
Fuel 82%
Conversion
45%
45%
Crude
25%
25%
Clean
Fuels
15%
Fuels
15%
Outsourcing
15%
15%
Tonnage
Gases
Hydrogen Still Fueling Future Growth
Hydrogen Still Fueling Future Growth
Refinery
Conversion
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21
•Steel
−Asian
infrastructure growth
−Mill
modernization
•Gasification
−Power
−Feedstock
independence
−Low BTU
hydrocarbons
•Cleaner
coal
−Power
−CO2
capture
200,000-300,000
tons-per-day new oxygen capacity by 2018
100+ new
plants
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22
Projected
2010
•
Marathon
Garyville
• XOM Baton
Rouge
• Total Port
Arthur
• XOM
Baytown
• MarkWest
Texas
Projected
2011-2012
•
XOM
Rotterdam
• Shell
Rotterdam
• Marathon
Detroit
• Monsanto
Louisiana
Continuous
improvement
improvement
Operating
bonuses
bonuses
Base
take
or pay
or pay
Franchise
positions
positions
Additional
products
products
Superior
returns:
• Ann Joo
Steel Malaysia
• US Steel
Nanticoke, Ont.
• Shadeed
Steel Oman
• Sphinx
Glass Egypt
• Isle of
Grain LNG UK
•
• Emirates
Glass Abu Dhabi
• Weihe
Energy Gasifier
• Xingtai
Steel
• PetroChina
ASU JV
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Electronics
Significant Opportunity in Thin-Film PV
Significant Opportunity in Thin-Film PV
23
•Flat panel
experience = differentiated advantage in
thin film technologies
thin film technologies
•Comprehensive
offerings and turnkey solutions
through SunSource™ Solutions portfolio
through SunSource™ Solutions portfolio
1
GW facility =
$100+MM in annual
revenues
Equip/Services
Bulk
Dopants
Onsites
NF3
Silane
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Equity
Affiliates
Important Source of Growth
Important Source of Growth
24
Mexico
Italy
India
South
Africa
Thailand
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Stanley Global Basic Materials Conference
● FY’10
overall… expecting a
gradual and modest recovery
gradual and modest recovery
● WW
manufacturing growth
– Globally up
1% to 2%
– US flat to
up modestly
– EU
down
1%
– Asia up
8% to
9%
● Silicon
growth 20% to
25%
● Capex
forecast unchanged
– ~$1.3B to
$1.5B
Comparison
is non-GAAP, see appendix for reconciliation
l FY’09
Adjusted Diluted EPS $4.06
– Merchant
loading
– Tonnage new
projects/loading
– E&E
similar to last year
– E&PM
loading, partially offset by
restructuring cost & lower pricing
restructuring cost & lower pricing
– Productivity/restructuring
benefits
– Pension
headwind
– Tax rate
about 25% to 26%
l FY’10
EPS $4.75-$4.95
Ø 17% - 22%
Growth vs PYwth
vs PY
FY’10 Full
Year Outlook Update
25
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RESULTS
• Double-digit
EPS growth
• ROCE 3-5%
above cost of
capital
capital
The Air
Products Opportunity
26
STABILITY
• Long term
contracts,
consistent and
predictable cash flow
consistent and
predictable cash flow
• Diversified
across
geographies and
distribution channels
geographies and
distribution channels
• Airgas
opportunity
creates competitive
positions in all three
supply modes,
maintains strong
balance sheet
creates competitive
positions in all three
supply modes,
maintains strong
balance sheet
GROWTH
• Solid
backlog and
strong growth
opportunities across all
geographies
strong growth
opportunities across all
geographies
• New
growth
opportunities in energy,
environment and
emerging markets
opportunities in energy,
environment and
emerging markets
• Airgas
provides a highly
efficient re-entry into
U.S. packaged gas
market, broadening our
growth opportunities
efficient re-entry into
U.S. packaged gas
market, broadening our
growth opportunities
Well-positioned
for long-term value creation
Thank
you
www.airproducts.com
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Non GAAP
Appendix - Year over Year Deltas
28
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Non GAAP
Appendix - Half Year Deltas
29
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Non GAAP
Appendix - ROCE FY04 and FY08
30
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Non GAAP
Appendix - ROCE Tax Rate FY04 and FY08
31
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Non GAAP
Appendix - First/Second Half FY09 and Q1 FY10
32
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Non GAAP
Appendix - ROCE Tax Rate FY09 and Q1 FY10
33
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Non-GAAP
Appendix: FY10
Guidance
34
($
Millions, except per share data)
FY10
Guidance vs. FY09
Diluted
EPS
Continuing
Ops
FY09
GAAP
$3.00
FY09
Global Cost Reduction Plan
$0.94
FY09
Pension Settlement
$0.02
FY09
Customer Bankruptcy and Asset Actions
$0.10
FY09
Non GAAP
$4.06
FY10
Guidance
$4.75-$4.95
FY09
GAAP
$3.00
%
Change GAAP
58%-65%
FY10
Guidance
$4.75-$4.95
FY09
Non GAAP
$4.06
%
Change Non GAAP
17%-22%