filings.toolsItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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| (a) | The following documents are filed as a part of this report: | |||||
| (1) | The Company’s 2016 consolidated financial statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8. | |||||
| (2) | Financial Statement Schedules—the following additional information should be read in conjunction with the consolidated financial statements in the Company’s 2016 consolidated financial statements. | |||||
| Schedule II Valuation and Qualifying Accounts for the three fiscal years ended 30 September 2016 | 121 | |||||
| All other schedules are omitted because the required matter or conditions are not present or because the information required by the Schedules is submitted as part of the consolidated financial statements and notes thereto. | ||||||
| (3) | Exhibits—The exhibits filed as a part of this Annual Report on Form 10-K are listed in the Index to Exhibits located on page 122 of this Report. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AIR PRODUCTS AND CHEMICALS, INC. (Registrant) | ||
| By: | /s/ M. Scott Crocco | |
| M. Scott Crocco Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
| Date: 21 November 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature and Title | Date | |
| /s/ Seifi Ghasemi (Seifi Ghasemi) Director, Chairman, President, and Chief Executive Officer (Principal Executive Officer) | 21 November 2016 | |
| /s/ Russell A. Flugel (Russell A. Flugel) Vice President and Corporate Controller (Principal Accounting Officer) | 21 November 2016 | |
| * (Susan K. Carter) Director | 21 November 2016 | |
| * (Charles I. Cogut) Director | 21 November 2016 | |
| * (Chad C. Deaton) Director | 21 November 2016 | |
| * (David H. Y. Ho) Director | 21 November 2016 | |
| * (Margaret G. McGlynn) Director | 21 November 2016 |
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| Signature and Title | Date | |
| * (Edward L. Monser) Director | 21 November 2016 | |
| * (Matthew H. Paull) Director | 21 November 2016 |
| * | Mary T. Afflerbach, Corporate Secretary and Chief Governance Officer, by signing her name hereto, does sign this document on behalf of the above noted individuals, pursuant to a power of attorney duly executed by such individuals, which is filed with the Securities and Exchange Commission herewith. |
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| /s/ Mary T. Afflerbach |
| Mary T. Afflerbach |
| Attorney-in-Fact |
| Date: 21 November 2016 |
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SCHEDULE II
CONSOLIDATED
AIR PRODUCTS AND CHEMICALS, INC. AND SUBSIDIARIES
SCHEDULE II–VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended 30 September 2016, 2015, and 2014
| Balance at Beginning of Period | Additions Charged to Expense | Additions Charged to Other Accounts | Other Changes(A) | Balance at End of Period | ||||||||||||||||
| Year Ended 30 September 2016 | ||||||||||||||||||||
| Allowance for doubtful accounts | $49 | $9 | $14 | $(15 | ) | $57 | ||||||||||||||
| Allowance for deferred tax assets(B) | 104 | 1 | 51 | (1 | ) | 155 | ||||||||||||||
| Year Ended 30 September 2015 | ||||||||||||||||||||
| Allowance for doubtful accounts | $60 | $8 | $18 | $(37 | ) | $49 | ||||||||||||||
| Allowance for deferred tax assets | 104 | — | 2 | (2 | ) | 104 | ||||||||||||||
| Year Ended 30 September 2014 | ||||||||||||||||||||
| Allowance for doubtful accounts | $102 | $8 | $8 | $(58 | ) | $60 | ||||||||||||||
| Allowance for deferred tax assets(C) | 45 | 58 | 1 | — | 104 |
| (A) | Primarily includes write-offs of uncollectible trade receivables. Other Changes also includes the impact of foreign currency translation adjustments. |
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| (B) | The increase in the valuation allowance was primarily due to the loss recorded on the exit from the Energy-from-Waste business. These costs were recorded in discontinued operations. See Note 4, Discontinued Operations, for additional information. |
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| (C) | The increase in the valuation allowance was primarily due to the capital loss generated from the tax election related to a non-U.S. subsidiary. |
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INDEX TO EXHIBITS
| Exhibit No. | Description | |
| (2) | Plan of acquisition, reorganization, arrangement, liquidation or succession. | |
| 2.1 | Purchase Agreement dated as of 6 May 2016, by and between Air Products and Chemicals, Inc. and Evonik Industries. (Filed as Exhibit 2.1 to the Company’s Form 8-K Report dated 6 May 2016.) | |
| 2.2 | Separation Agreement dated as of 29 September 2016, by and between Air Products and Chemicals, Inc. and Versum Materials, Inc. (Filed as Exhibit 2.1 to the Company’s Form 8-K Report dated 29 September 2016.) | |
| 2.3 | Tax Matters Agreement dated as of 29 September 2016, by and between Air Products and Chemicals, Inc. and Versum Materials, Inc. (Filed as Exhibit 2.2 to the Company’s Form 8-K Report dated 29 September 2016 | |
| (3) | Articles of Incorporation and By-Laws. | |
| 3.1 | Amended and Restated By-Laws of the Company. (Filed as Exhibit 3.1 to the Company’s Form 8-K Report dated 21 November 2014.)* | |
| 3.2 | Restated Certificate of Incorporation of the Company. (Filed as Exhibit 3.2 to the Company’s Form 10-K Report for the fiscal year ended 30 September 1987.)* | |
| 3.3 | Amendment to the Restated Certificate of Incorporation of the Company dated 25 January 1996. (Filed as Exhibit 3.3 to the Company’s Form 10-K Report for the fiscal year ended 30 September 1996.)* | |
| 3.4 | Amendment to the Restated Certificate of Incorporation of the Company dated 28 January 2014. (Filed as Exhibit 10.2 to the Company’s Form 10-Q Report for the quarter ended 30 June 2014.)* | |
| (4) | Instruments defining the rights of security holders, including indentures. Upon request of the Securities and Exchange Commission, the Company hereby undertakes to furnish copies of the instruments with respect to its long-term debt. | |
| 4.1 | Indenture, dated as of January 18, 1985, between the Company and The Chase Manhattan Bank (National Association), as Trustee. (Filed as Exhibit 4(a) to the Company’s Registration Statement No. 33-36974.)* | |
| 4.2 | Indenture, dated as of January 10, 1995, between the Company and The Bank of New York Trust Company, N.A. (formerly Wachovia Bank, National Association and initially First Fidelity Bank Company, National Association), as Trustee. (Filed as Exhibit 4(a) to the Company’s Registration Statement No. 33-57357.)* | |
| (10) | Material Contracts | |
| 10.1 | 1990 Deferred Stock Plan of the Company, as amended and restated effective 1 October 1989. (Filed as Exhibit 10.1 to the Company’s Form 10-K Report for the fiscal year ended 30 September 1989.)* | |
| 10.2 | Annual Incentive Plan as Amended and Restated Effective 1 October 2008. (Filed as Exhibit 10.7 to the Company’s Form 10-Q Report for the quarter ended 31 March 2009.)* |
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| 10.3 | Stock Incentive Program of the Company effective 1 October 1996. (Filed as Exhibit 10.21 to the Company’s Form 10-K Report for the fiscal year ended 30 September 2002.)* | |
| 10.4 | Amended and Restated Deferred Compensation Program for Directors, effective 16 July 2015. (Filed as Exhibit 10.7 to the Company’s Form 10-K Report for the fiscal year ended 30 September 2015.)* | |
| 10.5 | Amended and Restated Long-Term Incentive Plan of the Company effective 1 October 2014. (Filed as Exhibit 10.1 to the Company’s Form 8-K filed on 23 September 2014.) | |
| 10.5(a) | Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY 2007 awards. (Filed as Exhibit 10.1 to the Company’s Form 10-Q Report for the quarter ended 31 December 2006.)* | |
| 10.5(b) | Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY 2008 awards. (Filed as Exhibit 10.1 to the Company’s Form 10-Q Report for the quarter ended 31 December 2007.)* | |
| 10.5(c) | Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY 2009 Awards. (Filed as Exhibit 10.1 to the Company’s Form 10-Q Report for the quarter ended 31 December 2008.)* | |
| 10.5(d) | Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2010 awards. (Filed as Exhibit 10.1 to the Company’s Form 10-Q Report for the quarter ended 31 December 2009.)* | |
| 10.5(e) | Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2011 awards. (Filed as Exhibit 10.1 to the Company’s Form 10-Q Report for the quarter ended 31 December 2010.)* | |
| 10.5(f) | Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2012 awards. (Filed as Exhibit 10.1 to the Company’s Form 10-Q Report for the quarter ended 31 December 2011.)* | |
| 10.5(g) | Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2013 awards. (Filed as Exhibit 10.1 to the Company’s Form 10-Q Report for the quarter ended 31 December 2012.)* | |
| 10.5(h) | Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2014 awards. (Filed as Exhibit 10.1 to the Company’s Form 10-Q Report for the quarter ended 31 December 2013.)* | |
| 10.5(i) | Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2015 awards. (Filed as Exhibit 10.1 to the Company’s Form 10-Q Report for the quarter ended 31 December 2014.)* | |
| 10.5(j) | Form of Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2016 awards. (Filed as Exhibit 10.1 to the Company’s Form 10-Q Report for the quarter ended 31 December 2015.)* | |
| 10.6 | Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 January 2016. (Filed as Exhibit 10.2 to the Company’s Form 10-Q Report for the quarter ended 31 December 2015)* |
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| 10.6(a) | Amendment No. 1 dated as of 30 September 2016 to the Air Products and Chemicals, Inc. Retirement Savings Plan as Amended and Restated effective 1 January 2016. | |
| 10.7 | Supplementary Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated Effective August 1, 2014. (Filed as Exhibit 10.10 to the Company’s Form 10-K Report for the fiscal year ended 30 September 2014.)* | |
| 10.7(a) | Amendment No. 1 dated as of 30 September 2015 to the Supplementary Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated Effective 1 August 2014. (Filed as Exhibit 10.10(a) to the Company’s Form 10-K Report for the fiscal year ended 30 September 2015.) | |
| 10.7(b) | Amendment No. 2 dated as of 30 September 2016 to the Supplementary Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated Effective 1 August 2014. | |
| 10.8 | Deferred Compensation Plan as Amended and Restated effective 1 August 2014. (Filed as Exhibit 10.11 to the Company’s Form 10-K Report for the fiscal year ended 30 September 2014.)* | |
| 10.8(a) | Amendment No. 1 dated as of 1 January 2016 to the Deferred Compensation Plan as Amended and Restated effective 1 August 2014. (Filed as Exhibit 10.3 to the Company’s Form 10-Q Report for the quarter ended 31 December 2015.) | |
| 10.8(b) | Amendment No. 2 dated as of 30 September 2016 to the Deferred Compensation Plan as Amended and Restated effective 1 August 2014. | |
| 10.9 | Revolving Credit Facility dated as of 30 April 2013 for $2,500,000,000. (Filed as Exhibit 10.1 to the Company’s Form 10-Q Report for the quarter ended 30 June 2013.)* | |
| 10.9(a) | Amendment No.1 dated as of 22 July 2013, to the Revolving Credit Agreement dated as of 30 April 2013. (Filed as Exhibit 10.19(a) to the Company’s Form 10-K Report for the fiscal year ended 30 September 2013.)* | |
| 10.9(b) | Amendment No. 2 dated as of 30 June 2014, to the Revolving Credit Agreement dated as of 30 April 2013. (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended 30 June 2014)* | |
| 10.9(c) | Amendment No. 3 dated as of 30 April 2015, to the Revolving Credit Agreement dated as of 30 April 2013. (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended 30 June 2015)* | |
| 10.9(d) | Amendment No. 4 dated as of 30 September 2015, to the Revolving Credit Agreement dated as of 30 April 2013. (Filed as Exhibit 10.12(d) to the Company’s Form 10-K Report for the fiscal year ended 30 September 2015.) | |
| 10.9(e) | Amendment No. 5 dated 9 June 2016, to the Revolving Credit Agreement dated as of 30 April 2013. (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended 30 June 2016.) | |
| 10.10 | Air Products and Chemicals, Inc. Executive Separation Program as amended effective as of 20 May 2015. (Filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended 30 June 2015.)* | |
| 10.11 | Form of Change in Control Severance Agreement for an Executive Officer. (Filed as Exhibit 10.21 to the Company’s Form 10-K Report for the fiscal year ended 30 September 2011.)* |
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| 10.12 | Compensation Program for Directors effective 1 October 2013. (Filed as Exhibit 10.19(a) to the Company’s Form 10-K Report for the fiscal year ended 30 September 2013)* | |
| 10.13 | Air Products and Chemicals, Inc. Corporate Executive Committee Retention Agreements effective as of 10 January 2014. (Filed as Exhibit 10.1 to the Company’s Form 8-K Report dated 15 January 2014.)* | |
| 10.14 | Employment Agreement for an Executive Officer. (Filed as Exhibit 10.1 to the Company’s Form 8-K filed on 18 June 2014)* | |
| 10.15 | Retirement and Retention Agreement for an Executive Officer. | |
| 10.16 | Senior Management Severance and Summary Plan Description effective as of 1 April 2016. | |
| 12 | Computation of Ratios of Earnings to Fixed Charges. | |
| 14 | Code of Conduct revised on 17 May 2012. (Filed as Exhibit 14 to the Company’s Form 8-K Report filed on 23 May 2012.)* | |
| 21 | Subsidiaries of the registrant. | |
| (23) | Consents of Experts and Counsel. | |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | |
| 24 | Power of Attorney. | |
| (31) | Rule 13a-14(a)/15d-14(a) Certifications. | |
| 31.1 | Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| (32) | Section 1350 Certifications. | |
| 32.1 | Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† | |
| 99.1 | Description of Common Stock (Filed as Exhibit 99.1 to the Company’s Form 10-K Report for the fiscal year ended 30 September 2014.)* | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase |
| * | Previously filed as indicated and incorporated herein by reference. Exhibits incorporated by reference are located in SEC File No. 1-4534. |
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| † | The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Air Products and Chemicals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. |
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