Air Products & Chemicals (APD) 10-K risk factor changes: FY2020 vs FY2019

In evaluating investment in the Company and the forward-looking information contained in this Annual Report on Form 10-K or presented elsewhere by management from time to time, you should [added: carefully] consider the [removed: following] risk [removed: factors.][added: factors discussed below.]

Any of [removed: the following] [added: these] risks could have a material adverse effect on our business, operating results, financial condition, and the actual outcome of matters as to which forward-looking statements are made and could adversely affect the value of an investment in our [removed: common stock as well.][added: securities.]

[removed: While we believe we have identified and discussed below] [added: In addition to] the [removed: key risk factors affecting our business,] [added: following risks,] there may be additional risks and uncertainties that adversely affect our business, performance, or financial condition in the future that are not presently known, are not currently believed to be significant, or are not identified below because they are common to all businesses.

[removed: Changes] [added: *Changes] in global and regional economic conditions, the markets we serve, or the financial markets may adversely affect our results of operations and cash [removed: flows.][added: flows.*]

Weak economic conditions in certain geographies and changing supply and demand balances in the markets we serve have negatively impacted demand for our products and services in the [removed: past] [added: past, including most recently due to COVID-19,] and may do so in the future.

[removed: Our] [added: In addition, our] operating results in one or more segments may [removed: also] be affected by uncertain or deteriorating economic conditions for particular customer markets within a segment.

A decline in the industries served by our customers or adverse events or circumstances affecting individual customers can [added: reduce demand for our products and services, and] impair the ability of such customers to satisfy their obligations to [removed: the Company,] [added: us,] resulting in uncollected receivables, unanticipated contract terminations, project [removed: delays,] [added: delays] or [added: the] inability to recover plant investments, any of which may negatively impact our financial results.

Weak overall demand or specific customer conditions may also cause customer shutdowns or [removed: default,] [added: defaults] or other inabilities to operate facilities [removed: profitably,] [added: profitably] and may force sale or abandonment of facilities and equipment or prevent projects from coming [removed: on-stream.][added: on-stream when expected.]

[added: These or other events associated with weak economic conditions or specific] market, product, or customer events may require us to record an impairment on tangible assets, such as facilities and equipment, or intangible assets, such as intellectual property or goodwill, which would have a negative impact on our financial results.

[removed: Our] [added: *Our] extensive international operations can be adversely impacted by operational, economic, political, security, legal, and currency translation risks that could decrease [removed: profitability.][added: profitability.*]

In fiscal year [removed: 2019,] [added: 2020,] over 60% of our sales were derived from customers outside the United States and many of our operations, suppliers, and employees are located outside the United States.

Our growth strategies depend in part on our ability to further penetrate markets outside the United States, particularly in [removed: higher-growth] markets such as China, India, [removed: Russia] [added: Indonesia,] and the Middle East, and involve significantly larger and more complex projects, including gasification projects, some in regions where there is the potential for significant economic and political disruptions.

We are actively investing large amounts of capital and other resources, in some cases through joint ventures, in developing [removed: markets with] [added: markets, which we believe to have] high growth potential.

[removed: Our] [added: In addition, our properties and] contracts in these locations may be subject to [removed: cancellation] [added: seizure and cancellation, respectively,] without full compensation for loss.

Successful operation of particular facilities or execution of projects may be disrupted by civil unrest, acts of [added: war,] sabotage or terrorism, and other local security concerns.

[removed: Because] [added: Furthermore, because] the majority of our revenue is generated from sales outside the United States, we are exposed to fluctuations in foreign currency exchange rates.

[removed: Operational] [added: *Operational] and project execution [removed: risks] [added: risks, particularly with respect to our largest projects,] may adversely affect our operations or financial [removed: results.][added: results.*]

[removed: Gasification] [added: A significant] and [added: growing portion of our business involves gasification and] other [removed: large] [added: large-scale] projects [added: that] involve challenging engineering, procurement and construction phases that may [removed: occur in more risky locations and over extended time periods, sometimes] [added: last] up to several years.

These projects are [removed: large scale and] technically [removed: complex and, as a result, face greater development] [added: complex, often reliant on significant interaction with government authorities] and [added: face significant financing, development,] operational [added: and reputational] risks.

We may encounter difficulties in engineering, delays in designs or materials provided by the customer or a third party, equipment and materials delivery delays, schedule changes, customer scope changes, delays related to obtaining regulatory permits and rights-of-way, inability to find adequate sources of labor in the locations where we are building new plants, weather-related delays, delays by customers' contractors in completing their portion of a project, technical or transportation difficulties, cost [removed: overruns] [added: overruns, supply difficulties, geopolitical risks] and other factors, many of which are beyond our control, that may impact our ability to complete a project within the original delivery schedule.

In addition, in some cases we seek [removed: limited recourse] financing for [removed: certain] large projects and face market risk associated with the availability and terms of such financing.

All of these factors could also negatively impact our reputation or relationships with our customers, [added: suppliers and other third parties, any of] which could adversely affect our ability to secure new [removed: contracts] [added: projects] in the future.

[removed: We] [added: *We] are subject to extensive government regulation in the jurisdictions in which we do business.

Regulations addressing, among other things, import/export restrictions, anti-bribery and corruption, and taxes, can negatively impact our financial condition, results of operation, and cash [removed: flows.][added: flows.*]

Compliance with changes in laws or regulations can result in increased operating costs and require [removed: additional] [added: additional, unplanned] capital expenditures.

Further, we cannot guarantee that our internal controls and compliance systems will always protect us from acts committed by employees, agents, business [removed: partners,] [added: partners] or [added: that] businesses that we acquire [removed: that] would [added: not] violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, export and import compliance, money laundering, and data privacy.

Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the [removed: United States] [added: U.S.] and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory fees.

[removed: We] [added: *We] may be unable to successfully identify, execute or effectively integrate acquisitions, or effectively disentangle divested [removed: businesses.][added: businesses*.]

Our financial results could be impacted adversely by claims under these [removed: indemnities.][added: indemnification provisions.]

[removed: The] [added: *The] security of our information technology systems could be compromised, which could adversely affect our ability to [removed: operate.][added: operate.*]

We depend on information technology to enable us to operate efficiently and interface with customers as well as to maintain [added: our internal controls environment and] financial [added: reporting] accuracy and efficiency.

Any of the attacks, breaches or other disruptions or damage described above could: interrupt our operations at one or more sites; delay production and shipments; result in the theft of our and our customers’ intellectual property and trade secrets; damage customer and business partner relationships and our reputation; result in defective products or services, legal claims and proceedings, liability and penalties under privacy laws, or increased costs for security and remediation; or raise concerns regarding our [removed: accounting for transactions.][added: internal controls environment and internal controls over financial reporting.]

[removed: Interruption] [added: *Interruption] in ordinary sources of raw material or energy supply or an inability to recover increases in energy and raw material costs from customers could result in lost sales or reduced [removed: profitability.][added: profitability.*]

Energy, including electricity, natural gas, and diesel fuel for delivery [removed: trucks] [added: trucks,] is the largest cost component of our business.

[removed: Catastrophic] [added: *Catastrophic] events could disrupt our operations or the operations of our suppliers or customers, having a negative impact on our business, financial results, and cash [removed: flows.][added: flows.*]

Our operations could be impacted by catastrophic events outside our control, including severe weather conditions such as hurricanes, floods, earthquakes, storms, epidemics, [removed: or] [added: pandemics,] acts of war and terrorism.

Additionally, such events could impact our [removed: suppliers or customers,] [added: suppliers, customers and partners,] which could cause energy and raw materials to be unavailable to us, or our customers to be unable to purchase or accept our products and services.

[removed: New] [added: *New] technologies create performance risks that could impact our financial results or [removed: reputation.][added: reputation.*]

[removed: Legislative,] [added: *Legislative,] regulatory and societal responses to global climate change create financial [removed: risk.][added: risk.*]

Some of our operations are within jurisdictions that have or are developing regulatory regimes governing [removed: emissions of greenhouse gases ("GHGs"),] [added: GHG emissions,] including [removed: carbon dioxide.][added: CO2, which may lead to direct and indirect costs on our operations.]

Risks Related to Economic Conditions

*The COVID-19 global pandemic may materially and adversely impact our business, financial condition and results of operations.*

The COVID-19 global pandemic and efforts to reduce its spread have led to a significant decline of economic activity and significant disruption and volatility in global markets.

These factors have led to reduced demand for industrial gas products, particularly in our merchant business.

We expect demand to continue to be impacted as well as the timing of certain planned maintenance activities.

In addition, COVID-19 may result in reduced sales in our other businesses, lower returns for certain of our projects, and the potential delay or cancellation of certain projects in our pipeline.

In addition, we are monitoring the health of our employees and many of our employees, including those based at our headquarters, are working remotely in accordance with health safety guidance and applicable governmental orders.

Action by health or other governmental authorities requiring the closure of our facilities or recommending other physical distancing measures could negatively impact our business and those of our service providers and customers.

Although we have business continuity and other safeguards in place, we cannot be certain that they will be fully effective for extended periods of time.

As the pandemic and responses to it continue to evolve we may experience further adverse impacts on our operations and our ability to access capital on favorable terms, or at all, may be impaired.

In addition, we may face unpredictable increases in demand for certain of our products when restrictions on business and travel end.

If demand for our products exceeds our capacity, it could adversely affect our financial results and customer relationships.

Although the duration and ultimate impact of these factors is unknown at this time, the decline in economic conditions due to COVID-19, or another disease-causing similar impacts, may adversely affect our business, financial condition and results of operations and such impact may be material.

Further, to the extent COVID-19 adversely affects our business, financial condition, and results of operations and global economic conditions more generally, it may also have the effect of heightening many of the other risks described herein.

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

Risks Related to Our Business

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

Additionally, there is also a risk that our new technologies may become obsolete and replaced by other market alternatives.

*Protecting our intellectual property is critical to our technological development and we may suffer competitive harm from infringement on such rights.*

As we develop new technologies, it is critical that we protect our intellectual property assets against third-party infringement.

We own a number of patents and other forms of intellectual property related to our products and services.

As we develop new technologies there is a risk that our patent applications may not be granted, or we may not receive sufficient protection of our proprietary interests.

We may also expend considerable resources in defending our patents against third-party infringement.

It is critical that we protect our proprietary interests to prevent competitive harm.

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

Legal and Regulatory Risks

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

General Risk Factors

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

These or other events associated with weak economic conditions or specific end

These include existing coverage under the European Union Emission Trading system, the California cap and trade scheme, China’s Emission Trading Scheme and its nation-wide expansion, and South Korea’s Emission Trading Scheme.

In Canada, Alberta and Ontario are both in the development/approval process for new GHG regulations.

Alberta’s Carbon Competitiveness Incentive Regulation will end December 31, 2019 and will be replaced by the proposed Technology Innovation and Emission Reduction ("TIER") System or Environment & Climate Change Canada's Output Based Pricing System ("OBPS").

In lieu of adherence to the OBPS, Ontario seeks approval from Environment & Climate Change Canada to implement their proposed GHG Emissions Performance Standards program.

In addition, the U.S. Environmental Protection Agency ("EPA") requires mandatory reporting of GHG emissions and is regulating GHG emissions for new construction and major modifications to existing facilities.

[removed: OF OPERATIONS][added: *Discontinued Operations*]

| [Business [removed: Overview](#s30F63A54F14656A088987494DF077991)] [added: Overview](#i34bbb3cd5b9140e682836aad7993a686_46)] | [removed: [21](#s30F63A54F14656A088987494DF077991)] | [added: | [22](#i34bbb3cd5b9140e682836aad7993a686_46) | | |]

| [Results of [removed: Operations](#sFEDB0739B06650C8A6E403B4297C0ABD)] [added: Operations](#i34bbb3cd5b9140e682836aad7993a686_55)] | [removed: [23](#sFEDB0739B06650C8A6E403B4297C0ABD)] | [added: | [24](#i34bbb3cd5b9140e682836aad7993a686_55) | | |]

| [Reconciliations of Non-GAAP Financial [removed: Measures](#s8B0D52537FDF50E7910F1E90F29CEB41)] [added: Measures](#i34bbb3cd5b9140e682836aad7993a686_61)] | [removed: [29](#s8B0D52537FDF50E7910F1E90F29CEB41)] | [added: | [31](#i34bbb3cd5b9140e682836aad7993a686_61) | | |]

| [Liquidity and Capital [removed: Resources](#s314F7640DBEF52319AC8E878A08EA3CD)] [added: Resources](#i34bbb3cd5b9140e682836aad7993a686_70)] | [removed: [34](#s314F7640DBEF52319AC8E878A08EA3CD)] | [added: | [35](#i34bbb3cd5b9140e682836aad7993a686_70) | | |]

| [Contractual [removed: Obligations](#s11E5E73A14995016ADC265F643225EE6)] [added: Obligations](#i34bbb3cd5b9140e682836aad7993a686_73)] | [removed: [37](#s11E5E73A14995016ADC265F643225EE6)] | [added: | [38](#i34bbb3cd5b9140e682836aad7993a686_73) | | |]

| [Pension [removed: Benefits](#s62B3E242D4F85E95B1A034B6990A9409)] [added: Benefits](#i34bbb3cd5b9140e682836aad7993a686_76)] | [removed: [38](#s62B3E242D4F85E95B1A034B6990A9409)] | [added: | [40](#i34bbb3cd5b9140e682836aad7993a686_76) | | |]

| [Environmental [removed: Matters](#s0B995E94634E565682C4241B6C6A1C81)] [added: Matters](#i34bbb3cd5b9140e682836aad7993a686_82)] | [removed: [40](#s0B995E94634E565682C4241B6C6A1C81)] | [added: | [41](#i34bbb3cd5b9140e682836aad7993a686_82) | | |]

| [Off-Balance Sheet [removed: Arrangements](#s17452AF4801F5340840CF65E8FBF7C9A)] [added: Arrangements](#i34bbb3cd5b9140e682836aad7993a686_85)] | [removed: [41](#s17452AF4801F5340840CF65E8FBF7C9A)] | [added: | [41](#i34bbb3cd5b9140e682836aad7993a686_85) | | |]

| [Related Party [removed: Transactions](#s4482A3524D8B5977A0BA237A39DEC5B4)] [added: Transactions](#i34bbb3cd5b9140e682836aad7993a686_88)] | [removed: [41](#s4482A3524D8B5977A0BA237A39DEC5B4)] | [added: | [41](#i34bbb3cd5b9140e682836aad7993a686_88) | | |]

| [Critical Accounting Policies and [removed: Estimates](#sB645E67CA7E15B819DABF790C856F04E)] [added: Estimates](#i34bbb3cd5b9140e682836aad7993a686_94)] | [removed: [41](#sB645E67CA7E15B819DABF790C856F04E)] | [added: | [42](#i34bbb3cd5b9140e682836aad7993a686_94) | | |]

| [New Accounting [removed: Guidance](#s343F7D0B752A5D6B80B0E51FB89D3316)] [added: Guidance](#i34bbb3cd5b9140e682836aad7993a686_97)] | [removed: [46](#s343F7D0B752A5D6B80B0E51FB89D3316)] | [added: | [48](#i34bbb3cd5b9140e682836aad7993a686_97) | | |]

These forward-looking statements are based on management’s expectations and assumptions as of the date of this [removed: report] [added: Annual Report] and are not guarantees of future performance.

The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for fiscal years [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

For the discussion of changes from fiscal year [removed: 2017] [added: 2018] to fiscal year [removed: 2018] [added: 2019] and other financial information related to fiscal year [removed: 2017,] [added: 2018,] refer to [removed: Item 7, *Management’s] [added: [Part II,](http://www.sec.gov/ix?doc=/Archives/edgar/data/2969/000000296919000051/apd-10xkx30sep19.htm#s20C492F736D153E4A277DBBB238477DB) [Item 7,](http://www.sec.gov/ix?doc=/Archives/edgar/data/2969/000000296919000051/apd-10xkx30sep19.htm#s20C492F736D153E4A277DBBB238477DB) *[Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations*,] [added: Operations](http://www.sec.gov/ix?doc=/Archives/edgar/data/2969/000000296919000051/apd-10xkx30sep19.htm#s20C492F736D153E4A277DBBB238477DB)*,] of our [added: Form 10-K for the] fiscal year [removed: 2018 Form 10-K.][added: ended 30 September 2019.]

This document was filed with the [removed: United States Securities and Exchange Commission] [added: SEC] on [removed: 20] [added: 26] November [removed: 2018.][added: 2019.]

The following discussion should be read in conjunction with the consolidated financial statements and the accompanying notes contained in this [removed: report.][added: Annual Report.]

[removed: Financial] [added: Unless otherwise stated, financial] information is presented in millions of dollars, except for per share data.

Except for net income, [added: which includes the results of discontinued operations,] financial information is presented on a continuing operations basis.

We present certain financial measures on [removed: a non-GAAP ("adjusted")] [added: an "adjusted," or "non-GAAP,"] basis because we believe such measures, when viewed together with financial results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting [removed: the Company's] [added: our] historical financial [removed: performance and projected future results.][added: performance.]

These reconciliations and explanations regarding the use of these measures are presented [added: beginning] on [removed: pages 29-33.][added: page 31.]

Air Products and Chemicals, Inc. is a world-leading industrial gases company [added: that has been] in operation for [removed: nearly] 80 years.

Focused on serving energy, environment and emerging markets, [removed: the Company provides] [added: we provide] essential industrial gases, related equipment and applications expertise to customers in dozens of industries, including refining, chemical, metals, electronics, manufacturing, and food and beverage.

[removed: The Company also develops, engineers, builds, owns] [added: We develop, engineer, build, own] and [removed: operates] [added: operate] some of the world's largest industrial gas projects, including gasification projects that sustainably convert abundant natural resources into syngas for the production of high-value power, fuels and chemicals.

As of 30 September [removed: 2019,] [added: 2020,] our operations were organized into five reportable business segments:

[removed: | • |] [added: -] Industrial Gases – Americas; [removed: |]

[removed: | • |] [added: -] Industrial Gases – EMEA (Europe, Middle East, and Africa); [removed: |]

[removed: | • |] [added: -] Industrial Gases – Asia; [removed: |]

[removed: | • |] [added: -] Industrial Gases – Global; and [removed: |]

[removed: | • |] [added: -] Corporate and other [removed: |]

Refer to Note [removed: 26,] [added: 25,] *Business Segment and Geographic Information*, to the consolidated financial statements for additional details on our reportable business segments.

We also [removed: received a number of important recognitions for our strong focus] [added: remained focused] on sustainability and our commitment to advancing diversity and inclusion.

[removed: The] [added: Fiscal year 2020] results [removed: below] [added: and highlights] are [removed: compared to fiscal year 2018.][added: summarized below:]

[removed: | • |] [added: -] Sales of [removed: $8,918.9 were flat] [added: $8,856.3 decreased 1%, or $62.6,] as [removed: favorable pricing of] 3% [removed: and] higher [removed: volumes of] [added: pricing and] 2% [added: favorable volumes] were [added: more than] offset by [removed: negative currency impacts of 3%] [added: 4% lower energy] and [added: natural gas cost pass-through to customers, 1% unfavorable currency, and] the [removed: negative] [added: 1%] impact of a contract modification to a tolling arrangement in [removed: India of 2%. |][added: India.]

[removed: | • |] [added: -] Operating income of [removed: $2,144.4] [added: $2,237.6] increased [removed: 9%,] [added: 4%,] or [removed: $178.8,] [added: $93.2,] and operating margin of [removed: 24.0%] [added: 25.3%] increased [removed: 200] [added: 130] bp. [removed: |]

[removed: | • |] [added: -] Net income of [removed: $1,809.4] [added: $1,931.1] increased [removed: 18%,] [added: 7%,] or [removed: $276.5,] [added: $121.7,] and net income margin of [removed: 20.3%] [added: 21.8%] increased [removed: 310] [added: 150] bp. [removed: |]

[removed: | • |] [added: -] Adjusted EBITDA of [removed: $3,468.0] [added: $3,619.8] increased [removed: 11%,] [added: 4%,] or [removed: $352.5,] [added: $151.8,] and adjusted EBITDA margin of [removed: 38.9%] [added: 40.9%] increased [removed: 400] [added: 200] bp. [removed: |]

| | | | | | | | [added: | |] Increase | | |

| Diluted EPS | | [added: | $8.55 | | |] $7.94 | | | [removed: $6.59] [added: $6.59] | | | [removed: $1.35] [added: $5.16] | | [added: | $5.04 | | |]

| Underlying business | | | | | | | | | | [added: | |]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [2020 in Summary](#i34bbb3cd5b9140e682836aad7993a686_49) | | | [22](#i34bbb3cd5b9140e682836aad7993a686_49) | | |

| [2021 Outlook](#i34bbb3cd5b9140e682836aad7993a686_52) | | | [24](#i34bbb3cd5b9140e682836aad7993a686_52) | | |

| [Inflation](#i34bbb3cd5b9140e682836aad7993a686_91) | | | [41](#i34bbb3cd5b9140e682836aad7993a686_91) | | |

| | | | | | |

In March 2020, the World Health Organization declared the novel strain of coronavirus, COVID-19, a global pandemic and recommended containment and mitigation measures worldwide.

In response to COVID-19, we implemented certain health and safety policies to help keep our employees, contractors, customers, and communities safe while continuing to run our facilities, which generally have been considered "essential" by local governments and public health authorities.

In compliance with government protocols, our non-essential employees were instructed to work from home until government mandated restrictions allow for a return to the workplace.

Those working and visiting our sites are required to follow appropriate procedures, including completion of trainings and performance of self- and on-site screenings, as well as adhere to our personal protective equipment, social distancing, and personal hygiene protocols.

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

With operations in 50 countries, in fiscal year 2020 we had sales of $8.9 billion and assets of $25.2 billion.

Approximately 19,275 passionate, talented and committed full- and part-time employees from diverse backgrounds are driven by Air Products’ higher purpose to create innovative solutions that benefit the environment, enhance sustainability and address the challenges facing customers, communities, and the world.

2020 IN SUMMARY

In fiscal year 2020, our number one priority was the safety and well-being of our people.

Since the beginning of the COVID-19 pandemic, we have kept our global plants running, supplied critical products, and supported our local communities during this time of need.

We continued to win significant new growth projects around the world and serve our customers, delivering stable results despite the significant health crisis facing the world.

We set new goals that are aligned with Air Products' business strategy and higher purpose to create innovative solutions that benefit the environment, enhance sustainability, and address the challenges facing customers, communities, and the world.

We estimate that COVID-19 negatively impacted our overall sales by approximately 4%, primarily driven by lower volumes in our merchant business in the regional industrial gas segments.

- Diluted EPS of $8.55 increased 8%, or $0.61, and adjusted diluted EPS of $8.38 increased 2%, or $0.17.

We estimate that COVID-19 negatively impacted our fiscal year 2020 EPS by approximately $0.60-$0.65 per share.

A summary table of changes in diluted EPS is presented below.

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

Fiscal year 2020 results and highlights (continued):

- We increased our quarterly dividend by over 15% from $1.16 to $1.34 per share, representing the largest dividend increase in our 80-year history.

This is the 38th consecutive year that we have increased our quarterly dividend payment.

- We successfully executed a debt offering of approximately $5 billion during the third quarter, supporting significant opportunities to invest in high-return industrial gas projects and the repayment of upcoming debt maturities.

The issuance included both U.S. Dollar- and Euro-denominated fixed-rate notes.

The per share impacts presented in the table below were calculated independently and may not sum to the total change in diluted EPS due to rounding.

| Year Ended 30 September | | | 2020 | | | 2019 | | | (Decrease) | | |

| Total Diluted EPS | | | $8.49 | | | $7.94 | | | $0.55 | | |

| Less: Diluted EPS from loss from discontinued operations | | | (0.06) | | | — | | | (0.06) | | |

| Diluted EPS From Continuing Operations | | | $8.55 | | | $7.94 | | | $0.61 | | |

| Operating Impacts | | | | | | | | | | | |

| Volume | | | | | | | | | ($0.19) | | |

| Company headquarters relocation income (expense) | | | | | | | | | 0.12 | | |

| Total Operating Impacts | | | | | | | | | $0.30 | | |

| Other Impacts | | | | | | | | | | | |

| India Finance Act 2020 | | | | | | | | | 0.06 | | |

| | | | | | | | | | | | |

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| [2019 in Summary](#s1685A0DE2A365944902D685591AF8097) | [21](#s1685A0DE2A365944902D685591AF8097) |

| [2020 Outlook](#sB69918A702F9531B8E489313291191F2) | [23](#sB69918A702F9531B8E489313291191F2) |

| [Inflation](#sD6248CD32B395CB7809E878F9D054538) | [41](#sD6248CD32B395CB7809E878F9D054538) |

With operations in 51 countries outside the United States, in fiscal year 2019 we had sales of $8.9 billion, assets of $18.9 billion, and a worldwide workforce of approximately 17,700 full- and part-time employees.

2019 IN SUMMARY

In fiscal year 2019, we remained focused on improving our existing business while deploying capital into larger, more complex industrial gas projects.

We continued to execute our gasification strategy, with the Lu'An project in China reaching its first full year of operation and the progression of other projects such as the Jiutai coal-to-syngas project and the Debang syngas project.

| • | Diluted EPS of $7.94 increased 20%, or $1.35 per share. Adjusted diluted EPS of $8.21 increased 10%, or $.76 per share. A summary table of changes in diluted EPS is presented on the following page. |

| • | We increased our quarterly dividend by 5% from $1.10 to $1.16 per share, or $4.64 per share annually. This is the 37th consecutive year that we have increased our dividend payment, reflecting continued confidence in our financial strength, significant cash flows, and growth outlook. |

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| | 2019 | | | 2018 | | | (Decrease) | | |

| Operating Income Impact (after-tax) | | | | | | | | | |

| Total Operating Income Impact (after-tax) | | | | | | | | $.71 | |

| Other Impact (after-tax) | | | | | | | | | |

| Total Other Impact (after-tax) | | | | | | | | $.64 | |

| Tax reform rate change and other | — | | | (.96 | | ) | .96 | | |

| Tax restructuring | — | | | (.16 | | ) | .16 | | |

2020 OUTLOOK

In fiscal year 2020, we intend to grow our earnings by continuing to improve our base businesses and execute against our capital deployment strategy.

Backed by our current financial position, we will strive to continue to win and invest in key growth projects, including large gasification projects that are consistent with our onsite business model.

We expect earnings to grow from an investment in a new equity affiliate that will acquire the gasification, power, and industrial gas assets at Jazan Economic City, Saudi Arabia ("the Jazan gas and power project").

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Volumes were higher from new projects, mainly the Lu'An project in Asia, and positive base business growth.

These drivers were partially offset by lower Jazan sale of equipment activity, which negatively impacted volumes by 2%, and a prior year equipment sale resulting from a contract termination in Asia.

Cost of sales, including the facility closure discussed below, was $6,004.5.

This charge is reflected as “Facility closure” on our consolidated income statements.

We do not expect to recognize additional charges related to this shutdown.

Selling and administrative expense of $750.0 decreased 1%, or $10.8.

Research and development expense of $72.9 increased 13%, or $8.4.

This expense has been reflected as "Cost reduction and asset actions" on our consolidated income statements.

There were no tax impacts on the exchange.

Other income (expense), net of $49.3 decreased 2%, or $.9, primarily due to lower income from transition services agreements, mostly offset by income from the sale of assets and investments and a favorable foreign exchange impact.

Income from equity affiliates of $215.4 increased 23%, or $40.6, primarily due to an expense of $28.5 in the prior year resulting from the U.S. Tax Cuts and Jobs Act, favorable volumes, and new plant contributions.

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Our earnings, cash flows, and financial position are exposed to market risks [removed: relating to] [added: arising from] fluctuations in interest rates and foreign currency exchange rates.

We have established counterparty credit guidelines and generally enter into [added: transactions with financial institutions of investment grade or better, thereby minimizing the risk of credit loss.]

For details on the types and use of these derivative instruments and [removed: the] [added: related] major accounting policies, [removed: see] [added: refer to] Note 1, *Major Accounting Policies*, and Note [removed: 14,] [added: 13,] *Financial Instruments*, to the consolidated financial [removed: statements, for additional information.][added: statements.]

Our derivative and other financial instruments consist of long-term [removed: debt (including] [added: debt, including the] current [added: portion] and [added: amounts owed to] related [removed: party portions),] [added: parties;] interest rate [removed: swaps,] [added: swaps;] cross currency interest rate [removed: swaps,] [added: swaps;] and foreign exchange-forward contracts.

The net market value of these financial instruments combined is referred to below as the [removed: net] [added: "net] financial instrument [removed: position] [added: position"] and is disclosed in Note [removed: 15,] [added: 14,] *Fair Value Measurements*, to the consolidated financial statements.

Market values are the present [removed: value] [added: values] of projected future cash flows based on the market rates and prices chosen.

The market values for interest rate risk and foreign currency risk are calculated by us using a third-party software model that utilizes standard pricing models to determine the present value of the instruments based on market conditions [removed: (interest] [added: as of the valuation date, such as interest] rates, spot and forward exchange rates, and implied [removed: volatilities) as of the valuation date.][added: volatilities.]

Our debt portfolio as of 30 September [removed: 2018,] [added: 2020,] including the effect of currency and interest rate swap agreements, was composed of [removed: 66%] [added: 89%] fixed-rate debt and [removed: 34%] [added: 11%] variable-rate debt.

The sensitivity analysis related to the interest rate risk on the fixed portion of our debt portfolio assumes an instantaneous 100 bp parallel move in interest rates from the level at 30 September [removed: 2019,] [added: 2020,] with all other variables held constant.

A 100 bp increase in market interest rates would result in a decrease of [removed: $75] [added: $711] and [removed: $96] [added: $75] in the net liability position of financial instruments at 30 September [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

A 100 bp decrease in market interest rates would result in an increase of [removed: $80] [added: $846] and [removed: $101] [added: $80] in the net liability position of financial instruments at 30 [removed: September 2019 and 2018, respectively.]

Based on the variable-rate debt included in our debt portfolio, including the interest rate swap agreements, a 100 bp increase in interest rates would result in an additional $8 [removed: and $13] of interest incurred per year at [removed: the end of] 30 September [removed: 2019] [added: 2020] and [removed: 2018, respectively.][added: 2019.]

A 100 bp decline in interest rates would lower interest incurred by $8 [removed: and $13] per year at 30 September [removed: 2019] [added: 2020] and [removed: 2018, respectively.][added: 2019.]

The sensitivity analysis related to foreign currency exchange rates assumes an instantaneous 10% change in the foreign currency exchange rates from their levels at 30 September [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] with all other variables held constant.

A 10% strengthening or weakening of the functional currency of an entity versus all other currencies would result in a decrease or increase, respectively, of [removed: $326] [added: $360] and [removed: $329] [added: $326] in the net liability position of financial instruments at 30 September [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

Thus, there is either an [removed: asset/liability] [added: asset] or [added: liability or] cash flow exposure related to all of the financial instruments in the above sensitivity analysis for which the impact of a movement in exchange rates would be in the opposite direction and materially equal to the impact on the instruments in the analysis.

The majority of [removed: the Company’s] [added: our] sales are [added: denominated in foreign currencies as they are] derived [removed: from] outside [removed: of] the United [removed: States and denominated in foreign currencies.][added: States.]

[removed: Financial] [added: Therefore, financial] results [removed: therefore] will be affected by changes in foreign currency rates.

Our net financial instrument position increased from a liability of $3,239.1 at 30 September 2019 to a liability of $8,220.7 at 30 September 2020 due to the issuance of the $3.8 billion U.S. Dollar-denominated notes and €1.0 billion Eurobonds in the third quarter of fiscal year 2020.

See Note 15, *Debt*, for additional information.

The increase in fixed rate debt is the result of the U.S. Dollar- and Euro-denominated notes issued during the third quarter of fiscal year 2020.

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September 2020 and 2019, respectively.

The longer maturities and increased principal associated with the U.S. Dollar- and Euro-denominated notes issued during the third quarter of fiscal year 2020 created a higher sensitivity to market interest rates.

COVID-19 Risks and Uncertainties

Refer to *Item 1A.

Risk Factors* within this Annual Report on Form 10-K for additional discussion of current and potential risks of COVID-19 on our business and financial performance.

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transactions with financial institutions of investment grade or better, thereby minimizing the risk of credit loss.

At 30 September 2019 and 2018, the net financial instrument position was a liability of $3,239.1 and $3,736.2, respectively.

The decrease in the net financial instrument position was primarily due to the repayment of long-term debt.

The decrease in variable-rate debt was the result of the repayment and maturity of the 4.375% Senior Note and related fixed-to-variable interest rate swaps.

[removed: The Company is] [added: We are] the world’s largest supplier of hydrogen and [removed: has] [added: have] built leading positions in growth markets such as helium and liquefied natural gas ("LNG") process technology and equipment.

[removed: The Company] [added: We] also [removed: develops, engineers, builds, owns] [added: develop, engineer, build, own] and [removed: operates] [added: operate] some of the world’s largest industrial gas projects, including gasification projects that sustainably convert abundant natural resources into syngas for the production of high-value power, fuels and [removed: chemicals.][added: chemicals, carbon capture projects, and world-scale carbon-free hydrogen projects supporting global transportation and the energy transition.]

As used in this report, unless the context indicates otherwise, the terms “we,” “our,” “us,” the “Company,” [added: "Air Products,"] or “registrant” include controlled subsidiaries, affiliates, and predecessors of Air Products and [removed: its] [added: our] controlled subsidiaries and affiliates.

During [removed: its] [added: the] fiscal year ended 30 September [removed: 2019] [added: 2020] (“fiscal year [removed: 2019”), the Company] [added: 2020”), we] reported [removed: its] [added: our] continuing operations in five reporting segments under which [removed: it] [added: we] managed [removed: its] [added: our] operations, assessed performance, and reported earnings: Industrial Gases – Americas; Industrial Gases – EMEA (Europe, Middle East, and Africa); Industrial Gases – Asia; Industrial Gases – Global; and Corporate and other.

Except as otherwise noted, the description of [removed: the Company's] [added: our] business below reflects [removed: the Company's] [added: our] continuing operations.

Refer to Note [removed: 4,] [added: 6,] *Discontinued Operations*, to the consolidated financial statements for [removed: additional details on our] [added: activity associated with] discontinued operations.

[removed: Industrial] [added: *Industrial] Gases [removed: Business][added: Business*]

[removed: The Company’s] [added: Our] Industrial Gases business produces atmospheric gases, such as oxygen, nitrogen, and argon, process gases, such as hydrogen, helium, carbon [removed: dioxide,] [added: dioxide (CO2),] carbon monoxide, and syngas, and specialty gases.

Hydrogen is produced by purifying byproduct sources obtained from the chemical and petrochemical industries; and helium is produced as a byproduct of gases extracted from underground reservoirs, primarily natural gas, but also [removed: carbon dioxide] [added: CO2] purified before resale.

[removed: The Company’s] [added: Our] Industrial Gases business is organized and operated regionally.

Hydrogen is used by refiners to facilitate the conversion of heavy crude feedstock and lower the sulfur content of gasoline and diesel [removed: fuels.][added: fuels as well as in the developing mobility markets.]

[removed: Liquid Bulk—Product] [added: - *Liquid Bulk*—Product] is delivered in bulk (in liquid or gaseous form) by tanker or tube trailer and stored, usually in its liquid state, in equipment [removed: designed and installed] [added: that we] typically [removed: by the Company] [added: design and install] at the customer’s site for vaporizing into a gaseous state as needed.

[removed: Packaged Gases—Small] [added: - *Packaged Gases*—Small] quantities of product are delivered in either cylinders or dewars.

[removed: The Company operates] [added: We operate] packaged gas businesses in Europe, Asia, and Latin America.

In the United States, [removed: the Company’s] [added: our] packaged gas business sells products (principally helium) only for the electronics and magnetic resonance imaging industries.

[removed: On-Site Gases—Large] [added: - *On-Site Gases*—Large] quantities of hydrogen, nitrogen, oxygen, carbon monoxide, and syngas (a mixture of hydrogen and carbon monoxide) are provided to customers, principally in the energy production and refining, chemical, gasification, and metals industries worldwide, that require large volumes of gases and have relatively constant demand.

[removed: The Company] [added: We] also [removed: delivers] [added: deliver] small quantities of product through small on-site plants (cryogenic or non-cryogenic generators), typically either via a 10- to 15- year sale of gas contract or through the sale of the equipment to the customer.

During fiscal year [removed: 2019,] [added: 2020,] no significant difficulties were encountered in obtaining adequate supplies of power and natural gas.

[removed: The Company obtains] [added: We obtain] helium from a number of sources globally, including crude helium for purification from the U.S. Bureau of Land Management's helium reserve.

The regional Industrial Gases segments also include our [removed: interests in] [added: share of] the results of several joint ventures accounted for by the equity method, which are reported in our financial statements as income from equity affiliates.

The largest of these joint ventures operate in [removed: Mexico, Italy, South Africa,] [added: China,] India, [added: Italy, Mexico,] Saudi Arabia, [added: South Africa,] and Thailand.

Each of the regional Industrial Gases segments competes against [removed: two] [added: three] global industrial gas companies: Air Liquide [removed: S.A.] [added: S.A., Messer] and Linde plc (the successor to Praxair, Inc. and Linde AG, pursuant to a combination that became effective on 31 October 2018), as well as regional competitors.

Overall regional industrial gases sales constituted approximately [removed: 96%,] 94%, [added: 96%,] and [removed: 90%] [added: 94%] of consolidated sales in fiscal years [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] respectively.

Sales of atmospheric gases constituted approximately [removed: 46%,] [added: 47%,] 46%, [removed: 45%] [added: and 46%] of consolidated sales in fiscal years [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] respectively, while sales of tonnage hydrogen, syngas, and related products constituted approximately [added: 22%,] 26%, [removed: 25%,] and [removed: 24%] [added: 25%] of consolidated sales in fiscal years [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] respectively.

[removed: Industrial] [added: *Industrial] Gases [removed: Equipment][added: Equipment*]

[removed: The Company designs] [added: We design] and [removed: manufactures] [added: manufacture] equipment for air separation, hydrocarbon recovery and purification, natural gas [removed: liquefaction ("LNG"),] [added: liquefaction,] and liquid helium and liquid hydrogen transport and storage.

The Industrial Gases – Global segment includes activity related to [added: the sale of] cryogenic and gas processing equipment for air separation.

Equipment is produced at [removed: the Company’s] [added: our] manufacturing sites with certain components being procured from subcontractors and vendors.

Sale of equipment constituted approximately [removed: 4%,] 6%, [added: 4%,] and [removed: 10%] [added: 6%] of consolidated sales in fiscal years [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] respectively.

The backlog of equipment orders was approximately [removed: $.9] [added: $1.6] billion on 30 September [removed: 2019] [added: 2020] (as compared to a total backlog of approximately [removed: $.2] [added: $0.9] billion on 30 September [removed: 2018).][added: 2019).]

[removed: The Company estimates] [added: We estimate] that approximately 50% of the total equipment sales backlog as of 30 September [removed: 2019] [added: 2020] will be recognized as revenue during fiscal year [removed: 2020,] [added: 2021,] dependent on execution schedules of the relevant projects.

[removed: The Company, through] [added: Through our] subsidiaries, affiliates, and joint ventures accounted for using the equity method, [removed: conducts] [added: we conduct] business in [removed: 51] [added: 53] countries outside the United States.

[removed: Its] [added: Our] international businesses are subject to risks customarily encountered in foreign operations, including fluctuations in foreign currency exchange rates and controls, tariffs, trade sanctions, and import and export controls, and other economic, political, and regulatory policies of local governments described in Item 1A, [removed: *Risk Factors*,] [added: Risk Factors,] below.

[removed: The Company has] [added: We have] majority or wholly owned foreign subsidiaries that operate in Canada; [removed: 17] [added: 18] European countries (including the Netherlands, Spain, and the United Kingdom); [removed: nine] [added: 11] Asian countries (including China, South Korea, and Taiwan); seven Latin American countries (including Brazil and Chile); [removed: five] [added: six] countries in the Middle East (including Saudi Arabia), and three African countries.

[removed: The Company] [added: We] also [removed: owns] [added: own] less-than-controlling interests in entities operating in Europe, Asia, Latin America, the Middle East, and Africa (including China, Germany, India, Italy, Mexico, Oman, Saudi Arabia, South Africa, and Thailand).

Financial information about [removed: the Company’s] [added: our] foreign operations and investments is included in Note [removed: 9,] [added: 8,] *Summarized Financial Information of Equity Affiliates*; Note [removed: 23,] [added: 22,] *Income [removed: Taxes;*] [added: Taxes*;] and Note [removed: 26,] [added: 25,] *Business Segment and Geographic Information*, to the consolidated financial statements included under Item 8, below.

Information about foreign currency translation is included under “Foreign Currency” in Note 1, *Major Accounting Policies*, and information on [removed: the Company’s] [added: our] exposure to currency fluctuations is included in Note [removed: 14,] [added: 13,] *Financial Instruments*, to the consolidated financial statements, included under Item 8, below, and in “Foreign Currency Exchange Rate Risk,” included under Item 7A, below.

[removed: The Company pursues] [added: We pursue] a market-oriented approach to technology development through research and development, engineering, and commercial development processes.

It conducts research and development principally in its laboratories located in the United States (Trexlertown, Pennsylvania), [removed: Canada (Vancouver),] the United Kingdom (Basingstoke and Carrington), Spain (Barcelona), China (Shanghai), and Saudi Arabia (Dhahran).

[removed: The Company] [added: We] also [removed: funds] [added: fund] and [removed: cooperates] [added: cooperate] in research and development programs conducted by a number of major universities and [removed: undertakes] [added: undertake] research work funded by others, [removed: principally] [added: including] the United States government.

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Industrial gases are generally produced at or near the point of use given the complexity and inefficiency with storing molecules at low temperatures.

Helium, however, is generally sourced globally, at long distances from point of sale.

As a result, we maintain an inventory of helium stored in our fleet of ISO containers as well as the U.S. Bureau of Land Management underground storage facility in Amarillo, Texas.

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Environmental Regulation

Some of our operations are within jurisdictions that have or are developing regulatory regimes governing emissions of greenhouse gases (“GHG”), including CO2.

These include existing coverage under the European Union Emission Trading System, the California cap and trade scheme, China’s Emission Trading Scheme and its nation-wide expansion, and South Korea’s Emission Trading Scheme.

In the Netherlands, a CO2 emissions tax will come into force on 1 January 2021.

In Canada, Alberta’s Technology Innovation and Emission Reduction (“TIER”) System went into effect 1 January 2020.

In Ontario, Environment & Climate Change Canada’s ("ECCC”) Output Based Pricing System (“OBPS”) is currently in effect, however, on 20 September 2020, ECCC granted approval of Ontario’s GHG Emissions Performance Standards program, which will be used in lieu of adherence to the OBPS, with the effective date to be determined.

In addition, the U.S. Environmental Protection Agency (“EPA”) requires mandatory reporting of GHG emissions and is regulating GHG emissions for new construction and major modifications to existing facilities.

Some jurisdictions have various mechanisms to target the power sector to achieve emission reductions, which often result in higher power costs.

Increased public concern may result in more international, U.S. federal, and/or regional requirements to reduce or mitigate the effects of GHG emissions.

Although uncertain, these developments could increase our costs related to consumption of electric power, hydrogen production and application of our gasification technology.

We believe we will be able to mitigate some of the increased costs through contractual terms, but the lack of definitive legislation or regulatory requirements prevents an accurate estimate of the long-term impact these measures will have on our operations.

Any legislation that limits or taxes GHG emissions could negatively impact our growth, increase our operating costs, or reduce demand for certain of our products.

Regulation of GHG may also produce new opportunities for us.

We continue to develop technologies to help our facilities and our customers lower energy consumption, improve efficiency and lower emissions.

We see significant opportunities for gasification, carbon capture technologies and hydrogen for mobility and energy transition.

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We believe our employees are our most valuable asset and are critical to our success as an organization.

Our goal is to be the safest, most diverse and most profitable industrial gas company in the world, providing excellent service to our customers.

Integral to our success is the continued development of our 4S culture (Safety, Speed, Simplicity and Self-Confidence) and creating a work environment where all employees feel that they belong and matter.

Our talent related initiatives, including employee recruitment and development, diversity and inclusion and compensation and benefit programs, are focused on building and retaining the world-class and talented staff that is needed to meet our goals.

We consider relations with our employees to be good.

We value the contributions of our employees, particularly in the face of the challenges posed by the COVID-19 pandemic.

Many of our employees are on the front line during the pandemic, keeping our plants running and delivering to our customers the products they need.

When possible, employees have been working from home to help maintain their health and safety as well as business continuity.

We have not laid off any of our employees or reduced their salaries due to COVID-19.

In October 2020, we announced goals to further increase the percentage of women and U.S. minorities in professional and managerial roles.

By 2025, we aim to achieve at least 28 percent female representation in the professional and managerial population globally, and at least 20 percent minority representation in that same population in the United States.

These measures are increases from 25 and 17 percent representation (2020 baseline), respectively.

We established these new targets following analysis of our global employee representation metrics and future talent needs, as well as assessing industry benchmarks and peer companies.

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Export sales from operations in the United States to third-party customers amounted to $41.3 million, $33.1 million, and $64.2 million in fiscal years 2019, 2018, and 2017, respectively.

The Company’s research groups are aligned with and support the research efforts of various businesses throughout the Company.

The increase in the number of patents compared to fiscal year 2018 is primarily attributable to the acquisition of General Electric Company’s gasification business, completed in August 2019, inclusive of its related patent estate.

Environmental Controls

The amounts charged to income from continuing operations related to environmental matters totaled $14.2 million, $12.8 million, and $11.4 million in fiscal years 2019, 2018, and 2017, respectively.

These amounts represent an estimate of expenses for compliance with environmental laws and activities undertaken to meet internal Company standards.

The Company considers relations with its employees to be satisfactory.

covered by this report were available on the Company’s website on the same day as filing.

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In the normal course of business, [removed: the Company] [added: we] and [removed: its] [added: our] subsidiaries are involved in various legal proceedings, including commercial, competition, environmental, intellectual property, regulatory, product liability, and insurance matters.

[removed: The Company is] [added: We are] a party to proceedings under CERCLA, RCRA, and similar state and foreign environmental laws relating to the designation of certain sites for investigation or remediation.

Presently there are 31 sites on which a final settlement has not been reached where [removed: the Company,] [added: we,] along with others, [removed: has] [added: have] been designated a potentially responsible party by the Environmental Protection Agency or is otherwise engaged in investigation or remediation, including cleanup activity at certain of its current and former manufacturing sites.

Additional information on [removed: the Company’s] [added: our] environmental exposure is included under [removed: Item] [added: *Item] 1, [removed: *Business–Environmental Controls*.][added: Business–Environmental Regulation,* and Note 17, *Commitments and Contingencies*, to the consolidated financial statements.]

CADE imposed a civil fine of R$179.2 million (approximately [removed: $43] [added: $32] million at 30 September [removed: 2019)] [added: 2020)] on Air Products Brasil Ltda.

The fines are based on a percentage of [removed: the Company’s] [added: our] total revenue in Brazil in 2003.

[removed: The Company,] [added: We,] with advice of [removed: its] [added: our] outside legal counsel, [removed: has] [added: have] assessed the status of this matter and [removed: has] [added: have] concluded that, although an adverse final judgment after exhausting all appeals is possible, such a judgment is not probable.

Additional information on our legal proceedings can be found in Note 17, *Commitments and Contingencies*, to the consolidated financial statements.

In November 2019, the Company finalized a Consent Order with the City of Santa Clara, CA (“City”) to address certain alleged administrative violations at its Santa Clara facility.

The Consent Order requires the Company to pay the City approximately $.6 million to settle the allegations, which includes an enforcement penalty and funding for various supplemental environmental and training projects.

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 For the fiscal year ended 30 September 2019] [added: 1934] | [added: | |]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 For the transition period from to] [added: 1934] | [added: | |]

[removed: ][added: ]

| Delaware | | | | | | [added: | | | | | | | | | | | |] 23-1274455 | [added: | |]

| (State or [removed: Other Jurisdiction] [added: other jurisdiction] of [removed: Incorporation] [added: incorporation] or [removed: Organization)] [added: organization)] | | | | | | [added: | | | | | | | | | | | |] (I.R.S. Employer Identification No.) | [added: | |]

[removed: Allentown, Pennsylvania 18195-1501][added: Allentown, Pennsylvania 18195-1501]

(Address of [removed: Principal Executive Offices and Zip] [added: principal executive offices) (Zip] Code)

[removed: 610\-481-4911][added: 610-481-4911]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of [removed: Each Class:] [added: each class] | [removed: Trading Symbol(s)] | [removed: Registered on:] | [added: Trading Symbol(s) | | | Name of each exchange on which registered | | |]

| [removed: Common] [added: Common] Stock, par value $1.00 per [removed: share] [added: share] | [removed: APD] | [removed: New] [added: | APD | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

| [removed: 2.000%] [added: 0.375%] Euro Notes due [removed: 2020] [added: 2021] | [removed: APD20] | [removed: New] [added: | APD21B | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

| [removed: 0.375%] [added: 1.000%] Euro Notes due [removed: 2021] [added: 2025] | [removed: APD21B] | [removed: New] [added: | APD25 | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

| [removed: 1.000%] [added: 0.500%] Euro Notes due [removed: 2025] [added: 2028] | [removed: APD25] | [removed: New] [added: | APD28 | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | | [added: | | | |] Yes | [added: | |] ☒ | | [added: | | | |] No | [added: | |] ☐ | [added: | |]

| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | | [added: | | | |] Yes | [added: | |] ☐ | | [added: | | | |] No | [added: | |] ☒ | [added: | |]

| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | | [added: | | | |] Yes | [added: | |] ☒ | | [added: | | | |] No | [added: | |] ☐ | [added: | |]

| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | | [added: | | | |] Yes | [added: | |] ☒ | | [added: | | | |] No | [added: | |] ☐ | [added: | |]

[added: |] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. [added: See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act | | | | | | | | | | | | | | | | | | | | |]

[removed: See the definitions of “large] [added: | Large] accelerated [removed: filer,” “accelerated filer,” “smaller] [added: filer | | | ☒ | | | Accelerated filer | | | ☐ | | | Non-accelerated filer | | | ☐ | | | Smaller] reporting [removed: company,” and "emerging] [added: company | | | ☐ | | | Emerging] growth [removed: company" in Rule 12b-2 of the Exchange Act.][added: company | | | ☐ | | |]

| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | | | | [added: | | | | | | | | | | | |] ☐ | [added: | |]

| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | | [added: | | | |] Yes | [added: | |] ☐ | | [added: | | | |] No | [added: | |] ☒ | [added: | |]

The aggregate market value of the voting stock held by non-affiliates of the registrant on [removed: 29] [added: 31] March [removed: 2019] [added: 2020] was approximately [removed: $42.0] [added: $44.0] billion.

The number of shares of common stock outstanding as of 31 October [removed: 2019] [added: 2020] was [removed: 220,433,925.][added: 221,026,592.]

Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: 23] [added: 28] January [removed: 2020] [added: 2021] are incorporated by reference into Part III.

[removed: For] [added: | | | | For] the fiscal year [removed: ended 30] [added: ended 30] September [removed: 2019][added: 2020 | | |]

| ITEM 1. | [removed: [BUSINESS](#s65581814FC895299804BC2D08C6AA76E)] | [removed: [4](#s65581814FC895299804BC2D08C6AA76E)] | [added: [BUSINESS](#i34bbb3cd5b9140e682836aad7993a686_16) | | | [4](#i34bbb3cd5b9140e682836aad7993a686_16) | | |]

| ITEM 1A. | [added: | |] [RISK [removed: FACTORS](#sB6853B4318C85EEC8651FE5B18736AAD)] [added: FACTORS](#i34bbb3cd5b9140e682836aad7993a686_19)] | [removed: [8](#sB6853B4318C85EEC8651FE5B18736AAD)] | [added: | [9](#i34bbb3cd5b9140e682836aad7993a686_19) | | |]

| ITEM 1B. | [added: | |] [UNRESOLVED STAFF [removed: COMMENTS](#sF1EE5D30240150B28F3DFB741765D195)] [added: COMMENTS](#i34bbb3cd5b9140e682836aad7993a686_22)] | [removed: [14](#sF1EE5D30240150B28F3DFB741765D195)] | [added: | [16](#i34bbb3cd5b9140e682836aad7993a686_22) | | |]

| ITEM 2. | [removed: [PROPERTIES](#s7151D5D67E1752E89E977414A4B660BE)] | [removed: [14](#s7151D5D67E1752E89E977414A4B660BE)] | [added: [PROPERTIES](#i34bbb3cd5b9140e682836aad7993a686_25) | | | [16](#i34bbb3cd5b9140e682836aad7993a686_25) | | |]

| ITEM 3. | [added: | |] [LEGAL [removed: PROCEEDINGS](#s4CC6B3BE080B5503A4AEC251BCE6E034)] [added: PROCEEDINGS](#i34bbb3cd5b9140e682836aad7993a686_28)] | [removed: [15](#s4CC6B3BE080B5503A4AEC251BCE6E034)] | [added: | [17](#i34bbb3cd5b9140e682836aad7993a686_28) | | |]

| ITEM 4. | [added: | |] [MINE SAFETY [removed: DISCLOSURES](#s16A8841C09805DB6A0911E96258E1085)] [added: DISCLOSURES](#i34bbb3cd5b9140e682836aad7993a686_31)] | [removed: [16](#s16A8841C09805DB6A0911E96258E1085)] | [added: | [17](#i34bbb3cd5b9140e682836aad7993a686_31) | | |]

| ITEM 5. | [added: | |] [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#s068B1F01262A51D29F073BAF3903BBA9)] [added: SECURITIES](#i34bbb3cd5b9140e682836aad7993a686_37)] | [removed: [17](#s068B1F01262A51D29F073BAF3903BBA9)] | [added: | [18](#i34bbb3cd5b9140e682836aad7993a686_37) | | |]

| ITEM 6. | [added: | |] [SELECTED FINANCIAL [removed: DATA](#s0272351408cf426bb90f2f913d111930)] [added: DATA](#i34bbb3cd5b9140e682836aad7993a686_40)] | [removed: [19](#s0272351408cf426bb90f2f913d111930)] | [added: | [20](#i34bbb3cd5b9140e682836aad7993a686_40) | | |]

| ITEM 7. | [added: | |] [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#s20C492F736D153E4A277DBBB238477DB)] [added: OPERATIONS](#i34bbb3cd5b9140e682836aad7993a686_43)] | [removed: [20](#s20C492F736D153E4A277DBBB238477DB)] | [added: | [21](#i34bbb3cd5b9140e682836aad7993a686_43) | | |]

| ITEM 7A. | [added: | |] [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#s3DEC08004D90515AB86FFFD36F784EFF)] [added: RISK](#i34bbb3cd5b9140e682836aad7993a686_103)] | [removed: [47](#s3DEC08004D90515AB86FFFD36F784EFF)] | [added: | [48](#i34bbb3cd5b9140e682836aad7993a686_103) | | |]

| ITEM 8. | [added: | |] [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#s3D8B89E1E1F35AC89EFD349B7A20D26D)] [added: DATA](#i34bbb3cd5b9140e682836aad7993a686_106)] | [removed: [49](#s3D8B89E1E1F35AC89EFD349B7A20D26D)] | [added: | [50](#i34bbb3cd5b9140e682836aad7993a686_106) | | |]

| ITEM 9. | [added: | |] [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#sC7DAB4E261405491B91057D6CC147A67)] [added: DISCLOSURE](#i34bbb3cd5b9140e682836aad7993a686_265)] | [removed: [116](#sC7DAB4E261405491B91057D6CC147A67)] | [added: | [118](#i34bbb3cd5b9140e682836aad7993a686_265) | | |]

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

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| | | | For the transition period from _______________________ to ______________________ | | |

(Exact name of registrant as specified in its charter)

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| 0.800% Euro Notes due 2032 | | | APD32 | | | New York Stock Exchange | | |

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| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. | | | | | | | | | | | | | | | | | | ☒ | | |

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

For the fiscal year ended 30 September 2020

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OR

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| Large accelerated filer | ☒ | | Accelerated filer | ☐ | | Non-accelerated filer | ☐ | | Smaller reporting company | ☐ | | Emerging growth company | ☐ |

| [INDEX TO EXHIBITS](#s35CF6CBA04875D21A1AC87D9032F36B4) | | [122](#s35CF6CBA04875D21A1AC87D9032F36B4) |

| [SIGNATURES](#sD0F521FA5ABB571AABDB80F102CAD02E) | | [126](#sD0F521FA5ABB571AABDB80F102CAD02E) |

Air Products and Chemicals, Inc. owns its principal administrative offices, which are the Company’s headquarters located in Trexlertown, [removed: Pennsylvania,] [added: Pennsylvania;] Hersham, [removed: England,] [added: England; Medellin, Colombia;] and Santiago, Chile.

[removed: The Company leases] [added: We lease] administrative offices in the United States, [added: Canada,] Spain, Malaysia, and China for [removed: its] [added: our] Global Business Support organization.

[removed: The following is a description] [added: Descriptions] of the properties used by our five business [removed: segments.][added: segments are provided below.]

[removed: This business segment currently operates from over 400 production and distribution facilities in North and South America (approximately one-fourth] [added: Approximately 25%] of [removed: which] [added: these facilities] are located on owned [removed: property),] [added: property] and 10% [removed: of which] are integrated sites that serve dedicated customers as well as merchant customers.

[removed: The Company has] [added: We have] sufficient property rights and permits for the ongoing operation of our pipeline systems in the Gulf Coast, California, and Arizona in the United States and Alberta and Ontario, Canada.

Management and sales support is based in our [removed: Trexlertown] [added: Trexlertown, Medellin,] and Santiago offices referred to above, and at 12 leased properties located throughout North and South America.

[removed: Hydrogen] [added: We built hydrogen] fueling stations [removed: built by the Company] [added: that] support commercial markets in California and Japan as well as demonstration projects in Europe and other parts of Asia.

This business segment currently operates from over [removed: 180] [added: 200] production and distribution facilities in Europe, the Middle East, [added: India,] and [removed: Africa (approximately] [added: Africa, approximately] one-third of which are on owned [removed: property).][added: property.]

[removed: The Company has] [added: We have] sufficient property rights and permits for the ongoing operation of our pipeline systems in the Netherlands, the United Kingdom, Belgium, France, and Germany.

Management and sales support for this business segment is based in Hersham, England, referred to [removed: above,] [added: above;] Barcelona, [removed: Spain] [added: Spain;] and at 16 leased regional office sites and [removed: at least] 15 leased local office sites, located throughout the region.

[removed: Industrial Gases – Asia] [added: This business segment] currently operates from over [removed: 170] [added: 211] production and distribution facilities within [removed: Asia (approximately one-fourth] [added: Asia, approximately 25%] of which are on owned property or long-duration term [removed: grants).][added: grants.]

[removed: The Company has] [added: We have] sufficient property rights and permits for the ongoing operation of our pipeline systems in China, South Korea, Taiwan, Malaysia, Singapore, and Indonesia.

Management and sales support for this business segment is based in Shanghai, [removed: China] [added: China,] and Kuala Lumpur, Malaysia, and in [removed: 18] [added: 30] leased office locations throughout the region.

Management, sales, and engineering support for this business segment is based in our principal administrative offices noted [removed: above, and an office in India.][added: above.]

Equipment is manufactured in [removed: Missouri, Pennsylvania,] [added: Missouri in the United States] and [added: Shanghai,] China.

Research and development [removed: ("R&D")] activities for this business segment are conducted at owned locations in the [removed: U.S.,] [added: United States,] the United Kingdom, and Spain, and [removed: 4] [added: three] leased locations in [removed: Canada, Europe,] [added: Europe] and Asia.

Helium is processed at multiple sites in the [removed: U.S.] [added: United States] and then distributed [removed: to/from] [added: to and from] transfill sites globally.

Corporate administrative functions are based in [removed: the Company’s] [added: our] administrative offices referred to above.

The LNG business operates a manufacturing facility in Florida in the United States with management, engineering, and sales support based in the Trexlertown offices referred to [removed: above and a nearby leased office.][added: above.]

The Gardner Cryogenic business operates at facilities in Pennsylvania and Kansas in the United [removed: States and in France.][added: States.]

We lease the principal administrative offices in Shanghai, China; Pune, India; Vadodara, India; and Dhahran, Saudi Arabia.

In addition, we are currently constructing new administrative offices and a co-located research and development facility in Trexlertown, Pennsylvania in preparation for re-location of our principal offices to the nearby site.

This business segment currently operates from over 425 production and distribution facilities in North and South America.

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

The Company leases the principal administrative office in Shanghai, China.

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

Our common stock is listed on the New York Stock Exchange under the symbol "APD." As of 31 October [removed: 2019,] [added: 2020,] there were [removed: 5,166] [added: 4,957] record holders of our common stock.

Cash dividends on [removed: the Company’s] [added: our] common stock are paid quarterly.

Dividend information for each quarter of fiscal years [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] is summarized below:

| First quarter | | [removed: $1.10] | [added: $1.16] | | [removed: $.95] | [added: $1.10] | [added: | |]

| Total | | [removed: $4.58] | [added: $5.18] | | [removed: $4.25] | [added: $4.58] | [added: | |]

We repurchase shares pursuant to Rules 10b5-1 and 10b-18 under the [removed: Securities] Exchange Act [removed: of 1934, as amended,] through repurchase agreements established with one or more brokers.

There were no purchases of stock during fiscal year [removed: 2019.][added: 2020.]

At 30 September [removed: 2019,] [added: 2020,] $485.3 million in share repurchase authorization remained.

Additional purchases will be completed at [removed: the Company’s] [added: our] discretion while maintaining sufficient funds for investing in [removed: its] businesses and growth opportunities.

The performance graph below compares the five-year cumulative returns of [removed: the Company’s] [added: our] common stock with those of the Standard & Poor’s 500 Index [removed: (S&P] [added: ("S&P] 500 [removed: Index)] [added: Index")] and the Standard & Poor’s 500 Materials Index [removed: (S&P] [added: ("S&P] 500 Materials [removed: Index).][added: Index").]

[removed: ][added: ]

| | [removed: Sept 2014] | [added: |] Sept 2015 | [added: | |] Sept 2016 | [added: | |] Sept 2017 | [added: | |] Sept 2018 | [added: | |] Sept 2019 | [added: | | Sept 2020 | | |]

| Air Products [added: & Chemicals, Inc.] | [removed: 100] | [added: |] 100 | [added: | |] 120 | [added: | |] 134 | [added: | |] 153 | [added: | |] 208 | [added: | | 285 | | |]

| S&P 500 Materials Index | [removed: 100] | [removed: 82] | 100 | [added: | |] 122 | [removed: 126] | [removed: 130] | [added: 148 | | | 154 | | | 158 | | | 178 | | |]

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| | | | 2020 | | | 2019 | | |

| Fourth quarter | | | $1.34 | | | $1.16 | | |

| Third quarter | | | $1.34 | | | $1.16 | | |

| Second quarter | | | $1.34 | | | $1.16 | | |

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

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| S&P 500 Index | | | 100 | | | 115 | | | 137 | | | 161 | | | 168 | | | 194 | | |

[Table of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)

AND ISSUER PURCHASES OF EQUITY SECURITIES

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| | 2019 | | | 2018 | | |

| Second quarter | 1.16 | | | 1.10 | | |

| Third quarter | 1.16 | | | 1.10 | | |

| Fourth quarter | 1.16 | | | 1.10 | | |

COMPARISON OF FIVE YEAR CUMULATIVE SHAREHOLDER RETURN

Air Products, S&P 500 Index, and S&P 500 Materials Index

Comparative Growth of a $100 Investment

(Assumes Reinvestment of All Dividends)

| S&P 500 Index | 100 | 99 | 115 | 136 | 160 | 167 |

| [removed: (Millions] [added: *(Millions] of dollars, except for share and per share [removed: data)] [added: data)*] | [removed: 2019] | | [added: 2020] | [removed: 2018] | | [added: 2019] | [removed: 2017] | | [added: 2018] | [removed: 2016] | | [added: 2017] | [removed: 2015] | | [added: 2016] | [added: | |]

| Sales | | [removed: $8,919] | [added: $8,856] | | [added: | $8,919 | | |] $8,930 | | | $8,188 | | | $7,504 | | | [removed: $7,824 | |]

| Operating income | [removed: 2,144] | | [added: 2,238] | [removed: 1,966] | | [added: 2,144] | [removed: 1,440] | | [added: 1,966] | [removed: 1,535] | | [added: 1,440] | [removed: 1,276] | | [added: 1,535] | [added: | |]

| Operating margin | [removed: 24.0] | | [added: 25.3 | |] % | [removed: 22.0] [added: 24.0] | | % | [removed: 17.6] [added: 22.0] | | % | [removed: 20.5] [added: 17.6] | | % | [removed: 16.3] [added: 20.5] | | % |

| Equity affiliates’ income(A) | [removed: 215] | | [added: 265] | [removed: 175] | | [added: 215] | [removed: 80] | | [added: 175] | [removed: 147] | | [added: 80] | [removed: 152] | | [added: 147] | [added: | |]

| Net [removed: income(B)(C)] [added: income(B)] | [removed: 1,809] | | [added: 1,931] | [removed: 1,533] | | [added: 1,809] | [removed: 3,021] | | [added: 1,533] | [removed: 662] | | [added: 3,021] | [removed: 1,318] | | [added: 662] | [added: | |]

| Net income [removed: margin(C)] [added: margin] | [removed: 20.3] | | [added: 21.8 | |] % | [removed: 17.2] [added: 20.3] | | % | [removed: 36.9] [added: 17.2] | | % | [removed: 8.8] [added: 36.9] | | % | [removed: 16.8] [added: 8.8] | | % |

| Income from continuing operations | [removed: 1,809] | | [added: 1,945] | [removed: 1,491] | | [added: 1,809] | [removed: 1,155] | | [added: 1,491] | [removed: 1,122] | | [added: 1,155] | [removed: 966] | | [added: 1,122] | [added: | |]

| Basic earnings per common share from continuing operations | [removed: 7.99] | | [added: 8.59] | [removed: 6.64] | | [added: 7.99] | [removed: 5.20] | | [added: 6.64] | [removed: 5.08] | | [added: 5.20] | [removed: 4.34] | | [added: 5.08] | [added: | |]

| Diluted earnings per common share from continuing operations | [removed: 7.94] | | [added: 8.55] | [removed: 6.59] | | [added: 7.94] | [removed: 5.16] | | [added: 6.59] | [removed: 5.04] | | [added: 5.16] | [removed: 4.29] | | [added: 5.04] | [added: | |]

| Adjusted diluted earnings per common share from continuing operations(C) | | [removed: $8.21] | [added: $8.38] | | [added: | $8.21 | | |] $7.45 | | | $6.31 | | | $5.64 | | | [removed: $4.88 | |]

| Adjusted EBITDA(C) | [removed: 3,468] | | [added: 3,620] | [removed: 3,116] | | [added: 3,468] | [removed: 2,799] | | [added: 3,116] | [removed: 2,622] | | [added: 2,799] | [removed: 2,422] | | [added: 2,622] | [added: | |]

| Adjusted EBITDA margin(C) | [removed: 38.9] | | [added: 40.9 | |] % | [removed: 34.9] [added: 38.9] | | % | [removed: 34.2] [added: 34.9] | | % | [removed: 34.9] [added: 34.2] | | % | [removed: 31.0] [added: 34.9] | | % |

| Dividends declared per common share | [removed: 4.58] | | [added: 5.18] | [removed: 4.25] | | [added: 4.58] | [removed: 3.71] | | [added: 4.25] | [removed: 3.39] | | [added: 3.71] | [removed: 3.20] | | [added: 3.39] | [added: | |]

| Total assets(D) | [removed: 18,943] | | [added: 25,169] | [removed: 19,178] | | [added: 18,943] | [removed: 18,467] | | [added: 19,178] | [removed: 18,029] | | [added: 18,467] | [removed: 17,317] | | [added: 18,029] | [added: | |]

| Total debt(E) | [removed: 3,326] | | [added: 7,908] | [removed: 3,813] | | [added: 3,326] | [removed: 3,963] | | [added: 3,813] | [removed: 5,211] | | [added: 3,963] | [removed: 5,856] | | [added: 5,211] | [added: | |]

[removed: | (A) |] Fiscal year 2017 included the impact of an other-than-temporary noncash impairment charge of $80 on a 25%‑owned equity affiliate in Saudi Arabia. [removed: |]

[removed: | (B) |] Fiscal year [removed: 2017 included net income from discontinued operations of $1,866 primarily resulting from the sale of the Performance Materials Division to Evonik Industries AG. Fiscal year] 2016 included a net loss from discontinued operations of $465, which included an after-tax loss [removed: on the disposal] of [added: $847 related to] the [removed: Energy-from-Waste business] [added: exit] of [removed: $847,] [added: Energy-from-Waste,] partially offset by income from operations of the former Electronic Materials and Performance Materials divisions. [removed: |]

[removed: | (C) | A] [added: (C)A] reconciliation of adjusted diluted earnings per common share from continuing operations to diluted earnings per common share from continuing operations on a GAAP basis is presented on page [removed: 30. A reconciliation of adjusted EBITDA and adjusted EBITDA margin to net income and net income margin on a GAAP basis, respectively, is presented on page 31. |][added: 32.]

[removed: | (D) |] Total assets [removed: includes assets from] [added: as of 30 September 2017 and 2016 included those associated with] continuing and discontinued operations. [removed: |]

[removed: | (E) | Total debt includes long-term debt and current portion of long-term debt, including debt to related parties, and short-term borrowings as of the end of the year for continuing operations.] Long-term obligations decreased in fiscal year 2017 primarily due to debt repayments subsequent to the spin-off of the former Electronic Materials [removed: division] [added: Division] as Versum Materials, Inc. [removed: |]

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| [Management's Report on Internal Control Over Financial [removed: Reporting](#s2988C18E29045A7BBE421E86371AF1D3)] [added: Reporting](#i34bbb3cd5b9140e682836aad7993a686_109)] | [removed: [50](#s2988C18E29045A7BBE421E86371AF1D3)] | [added: | [51](#i34bbb3cd5b9140e682836aad7993a686_109) | | |]

| [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#s226568e70b5c405fb537a7a013ee4e77)] [added: Firm](#i34bbb3cd5b9140e682836aad7993a686_112)] | [removed: [51](#s226568e70b5c405fb537a7a013ee4e77)] | [added: | [52](#i34bbb3cd5b9140e682836aad7993a686_112) | | |]

| [Report of KPMG LLP, Independent Registered Public Accounting [removed: Firm](#s8291380B73FE5103B77DACDAB93CC8D4)] [added: Firm](#i34bbb3cd5b9140e682836aad7993a686_115)] | [removed: [53](#s8291380B73FE5103B77DACDAB93CC8D4)] | [added: | [55](#i34bbb3cd5b9140e682836aad7993a686_115) | | |]

| [Consolidated Income Statements – Years Ended 30 September [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#sDFE811B1EE9C51E5B9A6ADFB4661C775)] [added: 2018](#i34bbb3cd5b9140e682836aad7993a686_118)] | [removed: [54](#sDFE811B1EE9C51E5B9A6ADFB4661C775)] | [added: | [56](#i34bbb3cd5b9140e682836aad7993a686_118) | | |]

| [Consolidated Comprehensive Income Statements – Years Ended 30 September [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#sE9EC1BA60DA154109B8425B72BF75004)] [added: 2018](#i34bbb3cd5b9140e682836aad7993a686_121)] | [removed: [55](#sE9EC1BA60DA154109B8425B72BF75004)] | [added: | [57](#i34bbb3cd5b9140e682836aad7993a686_121) | | |]

| [Consolidated Balance Sheets – 30 September [removed: 2019] [added: 2020] and [removed: 2018](#sC6D9E70DD913588A971529CD532A24B0)] [added: 2019](#i34bbb3cd5b9140e682836aad7993a686_127)] | [removed: [56](#sC6D9E70DD913588A971529CD532A24B0)] | [added: | [58](#i34bbb3cd5b9140e682836aad7993a686_127) | | |]

| [Consolidated Statements of Cash Flows – Years Ended 30 September [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#sC2A43942D1415FA1A80A1B7CB0D32B0D)] [added: 2018](#i34bbb3cd5b9140e682836aad7993a686_133)] | [removed: [57](#sC2A43942D1415FA1A80A1B7CB0D32B0D)] | [added: | [59](#i34bbb3cd5b9140e682836aad7993a686_133) | | |]

| [Consolidated Statements of Equity – Years Ended 30 September [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#s517DA8C18906541AB3E95CEB10B38291)] [added: 2018](#i34bbb3cd5b9140e682836aad7993a686_136)] | [removed: [58](#s517DA8C18906541AB3E95CEB10B38291)] | [added: | [60](#i34bbb3cd5b9140e682836aad7993a686_136) | | |]

[removed: | [Notes to Consolidated Financial Statements](#sEDF14F5C8D735EF19A6A0B6006C3068F) | [59](#sEDF14F5C8D735EF19A6A0B6006C3068F) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: | (i) | pertain] [added: (i)pertain] to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; [removed: |]

[removed: | (ii) | provide] [added: (ii)provide] reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and [removed: |]

[removed: | (iii) | provide] [added: (iii)provide] reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. [removed: |]

Based on this evaluation, management concluded that, as of 30 September [removed: 2019,] [added: 2020,] the Company’s internal control over financial reporting was effective.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued its opinion on the Company’s internal control over financial reporting as of 30 September [removed: 2019] [added: 2020] as stated in its report which appears herein.

| /s/ Seifi Ghasemi | | | | [added: | | | | | | | |] /s/ M. Scott Crocco | [added: | |]

| Seifi Ghasemi | | | | [added: | | | | | | | |] M. Scott Crocco | [added: | |]

| Chairman, President, and | | | | [added: | | | | | | | |] Executive Vice President and | [added: | |]

| Chief Executive Officer | | | | [added: | | | | | | | |] Chief Financial Officer | [added: | |]

| [removed: 26 November 2019] [added: 2019] | | | | [removed: 26 November 2019] | [added: | | | | | | | | | | | | | | | | | | |]

To the [removed: Shareholders] [added: shareholders] and [added: the] Board of Directors of Air Products and Chemicals, [removed: Inc.:][added: Inc.]

We have audited the accompanying consolidated [removed: balance sheet] [added: statements] of [added: income, comprehensive income, cash flows and equity of] Air Products and Chemicals, Inc. and [removed: subsidiaries] [added: Subsidiaries] (the [removed: "Company") as of September 30, 2019, the related consolidated income statement, comprehensive income statement, statement of equity, and statement of cash flows,] [added: Company)] for the year [removed: then ended,] [added: ended 30 September 2018,] and the related notes [removed: and the schedule listed in Item 15(a)(2) as of and for the year ended September 30, 2019 (collectively referred to as] [added: (collectively,] the [removed: "financial statements").][added: consolidated financial statements).]

We also have audited the Company’s internal control over financial reporting as of September 30, [removed: 2019,] [added: 2020,] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: -] [added: —] Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, [added: 2020 and] 2019, and the results of its operations and its cash flows for [added: each of] the [removed: year then] [added: two years in the period] ended [added: September 30, 2020,] in conformity with accounting principles generally accepted in the United States of America.