Air Products & Chemicals (APD) 10-K risk factor changes: FY2021 vs FY2020

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

In addition to [removed: the following] [added: such] 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: *The] [added: The] COVID-19 global pandemic may materially and adversely impact our business, financial condition and results of [removed: operations.*][added: operations.]

The COVID-19 global [removed: pandemic] [added: pandemic, including resurgences] and [added: variants of the virus that causes COVID-19, and] efforts to reduce its spread have [removed: led] [added: led, and may continue] to [removed: a] [added: lead to,] significant [removed: decline] [added: changes in levels] of economic activity and significant disruption and volatility in global markets.

These factors have [removed: led] [added: led, and may continue] to [added: lead, to] reduced demand for industrial gas products, particularly in our merchant business.

Action by health or other governmental authorities requiring the closure of our [removed: facilities or] [added: facilities,] recommending other physical distancing [removed: measures] [added: measures, or mandating vaccination against COVID-19] could negatively impact our business and those of our service providers and customers.

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

[Table [removed: of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)][added: of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)]

[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.]

A decline in the industries served by our customers or adverse events or circumstances affecting individual customers can reduce demand for our products and [removed: services,] [added: services] and impair the ability of such customers to satisfy their obligations to us, resulting in uncollected receivables, unanticipated contract terminations, project delays or 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 defaults or [removed: other inabilities] [added: otherwise make us unable] to operate facilities profitably and may force sale or abandonment of facilities and equipment or prevent projects from coming on-stream when expected.

[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: 2020,] [added: 2021,] 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 markets such as China, India, Indonesia, and the Middle East, and involve significantly larger and more complex projects, including gasification [added: and large-scale hydrogen] projects, some in regions where there is the potential for significant economic and political disruptions.

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

A significant and growing portion of our business involves gasification and other large-scale projects that involve challenging engineering, procurement and construction phases that may last up to several [removed: years.][added: years and involve the investment of billions of dollars.]

The operation of our facilities, pipelines, and delivery systems inherently entails hazards that require continuous oversight and control, such as pipeline leaks and ruptures, fire, explosions, toxic releases, mechanical failures, [removed: or] vehicle [removed: accidents.][added: accidents, or cyber incidents.]

[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.]

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

[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 [added: safely and] efficiently and interface with [added: our] customers as well as to maintain our internal [removed: controls] [added: control] environment and financial reporting accuracy and efficiency.

If we do not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure, we could be subject to transaction errors, processing inefficiencies, the loss of customers, business disruptions, [added: property damage,] or the loss of or damage to our confidential business information due to a security breach.

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, [added: physical damage to facilities, pipelines or delivery systems, including those we own or operate for third parties,] legal claims and proceedings, liability and penalties under privacy laws, or increased costs for security and remediation; or raise concerns regarding our internal [removed: controls] [added: control] environment and internal [removed: controls] [added: control] 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.]

Because our industrial gas facilities use substantial amounts of electricity, [added: inflation and] energy price fluctuations could materially impact our revenues and earnings.

A disruption in the supply of energy, components, or raw materials, whether due to market conditions, legislative or regulatory actions, [added: the COVID-19 pandemic,] natural events, or other disruption, could prevent us from meeting our contractual commitments and harm our business and financial results.

Lower natural gas production resulting from natural gas pricing dynamics, supplier operating or transportation [removed: issues] [added: issues,] or other interruptions in sales from crude helium suppliers, can reduce our supplies of crude helium available for processing and resale to customers.

We typically contract to pass-through cost increases in energy and raw materials to customers, but [added: such] cost [added: pass-through results in declining margins, and cost] variability can [removed: still have a negative] [added: negatively] impact [removed: on] our [added: other operating] results.

[removed: We] [added: For example, we] may be unable to raise prices as quickly as costs rise, or competitive pressures may prevent full recovery of such costs.

[removed: Increases] [added: In addition, increases] in energy or raw material costs that cannot be passed on to customers for competitive or other reasons may negatively impact our revenues and earnings.

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

In addition, [removed: large scale] gasification [added: and other large-scale] projects may contain processes or technologies that we have not operated at the same scale or in the same combination, and although such projects generally include technologies and processes that have been demonstrated previously by others, such technologies or processes may be new to us and may introduce new risks to our operations.

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

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

To make the high volumes of hydrogen needed by our customers, we use steam methane reforming, which [removed: releases] [added: produces] carbon dioxide.

In addition, [removed: although] gasification enables the conversion of lower value feedstocks into cleaner energy and value-added [removed: products,] [added: products; however,] our gasification projects [removed: will increase our carbon footprint because the gasification process produces] [added: also produce] carbon dioxide.

[removed: *Our] [added: Our] financial results may be affected by various legal and regulatory proceedings, including antitrust, tax, environmental, or other [removed: matters.*][added: matters.]

[removed: *Costs] [added: Costs] and expenses resulting from compliance with environmental regulations may negatively impact our operations and financial [removed: results.*][added: results.]

[removed: *A] [added: A] change of tax law in key jurisdictions could result in a material increase in our tax [removed: expense.*][added: expense.]

The risks described below are not all inclusive but are designed to highlight what we believe are important factors to consider when evaluating our expectations.

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

Although the UK’s exit from EU membership on 31 January 2021 ("Brexit") did not result in material disruptions to customer demand, our relationships with customers and suppliers, or our European business, the ultimate effects of Brexit on us are still difficult to predict.

Adverse consequences from Brexit may include greater restrictions on imports and exports between the UK and EU members and increased regulatory complexities.

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

In December 2017, the U.S. enacted the Tax Cuts and Jobs Act (the "Tax Act"), which significantly revised the U.S. federal corporate income tax law by, among other things, lowering the corporate income tax rate, implementing a territorial tax system, and imposing a one-time tax on accumulated, unremitted non-U.S. earnings of foreign subsidiaries.

*We could incur significant liability if the distribution of Versum common stock to our stockholders is determined to be a taxable transaction.*

We have received an opinion from outside tax counsel to the effect that the spin-off of Versum qualifies as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Internal Revenue Code.

The opinion relies on certain facts, assumptions, representations and undertakings from Versum and us regarding the past and future conduct of the companies’ respective businesses and other matters.

If any of these facts, assumptions, representations or undertakings are incorrect or not satisfied, our shareholders and we may not be able to rely on the opinion of tax counsel and could be subject to significant tax liabilities.

Notwithstanding the opinion of tax counsel we have received, the IRS could determine on audit that the spin-off is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion.

If the spin-off is determined to be taxable for U.S. federal income tax purposes, our shareholders that are subject to U.S. federal income tax and we could incur significant U.S. federal income tax liabilities.

The UK’s exit from EU membership may adversely affect customer demand, our relationships with customers and suppliers and our European business.

Although it is unknown what the terms of the United Kingdom’s future relationship with the EU will be, it is possible that there will be greater restrictions on imports and exports between the United Kingdom and EU members and increased regulatory complexities.

| [Business [removed: Overview](#i34bbb3cd5b9140e682836aad7993a686_46)] [added: Overview](#i8a533bac4083415496e38063318830c4_49)] | | | [removed: [22](#i34bbb3cd5b9140e682836aad7993a686_46)] [added: [22](#i8a533bac4083415496e38063318830c4_49)] | | |

| [Results of [removed: Operations](#i34bbb3cd5b9140e682836aad7993a686_55)] [added: Operations](#i8a533bac4083415496e38063318830c4_58)] | | | [removed: [24](#i34bbb3cd5b9140e682836aad7993a686_55)] [added: [25](#i8a533bac4083415496e38063318830c4_58)] | | |

| [Reconciliations of Non-GAAP Financial [removed: Measures](#i34bbb3cd5b9140e682836aad7993a686_61)] [added: Measures](#i8a533bac4083415496e38063318830c4_64)] | | | [removed: [31](#i34bbb3cd5b9140e682836aad7993a686_61)] [added: [31](#i8a533bac4083415496e38063318830c4_64)] | | |

| [Liquidity and Capital [removed: Resources](#i34bbb3cd5b9140e682836aad7993a686_70)] [added: Resources](#i8a533bac4083415496e38063318830c4_82)] | | | [removed: [35](#i34bbb3cd5b9140e682836aad7993a686_70)] [added: [36](#i8a533bac4083415496e38063318830c4_82)] | | |

| [Pension [removed: Benefits](#i34bbb3cd5b9140e682836aad7993a686_76)] [added: Benefits](#i8a533bac4083415496e38063318830c4_88)] | | | [removed: [40](#i34bbb3cd5b9140e682836aad7993a686_76)] [added: [39](#i8a533bac4083415496e38063318830c4_88)] | | |

| [Critical Accounting Policies and [removed: Estimates](#i34bbb3cd5b9140e682836aad7993a686_94)] [added: Estimates](#i8a533bac4083415496e38063318830c4_106)] | | | [removed: [42](#i34bbb3cd5b9140e682836aad7993a686_94)] [added: [41](#i8a533bac4083415496e38063318830c4_106)] | | |

These forward-looking statements are based on management’s expectations and assumptions as of the date of this Annual Report [added: on Form 10-K] and are not guarantees of future performance.

Actual performance and financial results may differ materially from projections and estimates expressed in the forward-looking statements because of many factors not anticipated by management, including, without limitation, those described in *Forward-Looking Statements* and Item 1A, *Risk Factors*, of this Annual [removed: Report on Form 10-K.][added: Report.]

[removed: The discussion that follows includes a comparison] [added: Comparisons] of our results of operations and liquidity and capital resources [added: are] for fiscal years [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

For [removed: the] [added: a] discussion of changes from fiscal year [removed: 2018] [added: 2019] to fiscal year [removed: 2019] [added: 2020] and other financial information related to fiscal year [removed: 2018,] [added: 2019,] refer to [removed: [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] [added: Part II, *[Item 7, Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](http://www.sec.gov/ix?doc=/Archives/edgar/data/2969/000000296919000051/apd-10xkx30sep19.htm#s20C492F736D153E4A277DBBB238477DB)*,] [added: Operations](http://www.sec.gov/Archives/edgar/data/2969/000000296920000049/apd-20200930.htm#i34bbb3cd5b9140e682836aad7993a686_43)*,] of our [added: Annual Report on] Form 10-K for the fiscal year ended 30 September [removed: 2019.][added: 2020.]

This document was filed with the SEC on [removed: 26] [added: 19] November [removed: 2019.][added: 2020.]

The financial measures [removed: included in the discussion that follows] [added: discussed below] are presented in accordance with U.S. generally accepted accounting principles ("GAAP"), except as noted.

For each non-GAAP financial measure, including adjusted diluted earnings per share ("EPS"), adjusted EBITDA, adjusted EBITDA margin, [removed: and] adjusted effective tax rate, [added: and capital expenditures,] we present a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.

These reconciliations and explanations regarding the use of [removed: these] [added: non-GAAP] measures are presented [added: under "Reconciliations of Non-GAAP Financial Measures"] beginning on page 31.

[Table [removed: of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)][added: of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)]

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

We develop, engineer, build, [removed: own] [added: own,] and 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, [removed: fuels] [added: fuels,] and [removed: chemicals.][added: chemicals and are developing carbon capture projects and world-scale low carbon and carbon-free hydrogen projects that will support global transportation and the energy transition away from fossil fuels.]

With operations in [added: over] 50 countries, in fiscal year [removed: 2020] [added: 2021] we had sales of [removed: $8.9] [added: $10.3] billion and assets of [removed: $25.2] [added: $26.9] billion.

Approximately [removed: 19,275] [added: 20,875] passionate, [removed: talented] [added: talented,] and committed [removed: full- and part-time] employees from diverse backgrounds are driven by [removed: Air Products’] [added: our] higher purpose to create innovative solutions that benefit the environment, enhance [removed: sustainability] [added: sustainability,] and address the challenges facing customers, communities, and the world.

As of 30 September [removed: 2020,] [added: 2021,] our operations were organized into five reportable business [removed: segments:][added: segments under which we managed our operations, assessed performance, and reported earnings:]

Refer to Note [removed: 25,] [added: 23,] *Business Segment and Geographic Information*, to the consolidated financial statements for additional details on our reportable business segments.

Fiscal year [removed: 2020] [added: 2021] results [removed: and highlights] are summarized below:

- Sales of [removed: $8,856.3 decreased 1%,] [added: $10.3 billion increased 17%,] or [removed: $62.6, as 3%] [added: $1.5 billion, due to] higher [removed: pricing and 2% favorable volumes were more than offset by 4% lower] energy and natural gas cost pass-through to customers, [removed: 1% unfavorable currency,] [added: higher volumes, favorable currency impacts,] and [added: positive pricing that more than offset power cost increases in] the [removed: 1% impact] [added: second half] of [removed: a contract modification to a tolling arrangement in India.][added: the year.]

[removed: -] Operating [removed: income of $2,237.6 increased 4%, or $93.2,] [added: Income] and [removed: operating margin of 25.3% increased 130 bp.][added: Margin]

[removed: -] Net [removed: income of $1,931.1 increased 7%, or $121.7,] [added: Income] and [removed: net income margin of 21.8% increased 150 bp.][added: Net Income Margin]

- Adjusted EBITDA of [removed: $3,619.8] [added: $3,883.2] increased [removed: 4%,] [added: 7%,] or [removed: $151.8,] [added: $263.4,] and adjusted EBITDA margin of [removed: 40.9% increased 200] [added: 37.6% decreased 330] bp.

[removed: - We] [added: In 2021, the Board of Directors] increased [removed: our] [added: the] quarterly dividend [removed: by over 15% from $1.16] [added: on our common stock] to [removed: $1.34] [added: $1.50] per share, representing [added: a 12% increase from] the [removed: largest] [added: previous] dividend [removed: increase in our 80-year history.][added: of $1.34 per share.]

This is the [removed: 38th] [added: 39th] consecutive year that we have increased our quarterly dividend payment.

| [added: Fiscal] Year Ended 30 September | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | (Decrease) | | |

| [removed: Total] [added: Total] Diluted [removed: EPS] [added: EPS] | | | [removed: $8.49] [added: $9.43] | | | [removed: $7.94] [added: $8.49] | | | [removed: $0.55] [added: $0.94] | | |

| Less: Diluted EPS from [removed: loss] [added: income (loss)] from discontinued operations | | | [removed: (0.06)] [added: 0.32] | | | [removed: —] [added: (0.06)] | | | [removed: (0.06)] [added: 0.38] | | |

| Diluted EPS From Continuing Operations | | | [removed: $8.55] [added: $9.12] | | | [removed: $7.94] [added: $8.55] | | | [removed: $0.61] [added: $0.57] | | |

| [removed: Volume] [added: Volume(A)] | | | | | | | | | [removed: ($0.19)] [added: $—] | | |

| Price, net of variable costs | | | | | | | | | [removed: 0.77] [added: 0.34] | | |

| Other costs | | | | | | | | | [removed: (0.38)] [added: (0.46)] | | |

| Currency | | | [removed: | | |] [added: 4] | | [added: %] | [removed: (0.07)] | | |

[removed: |] Facility [removed: closure | | | | | | | | | 0.10 | | |][added: Closure]

| Company headquarters relocation income [removed: (expense)] | | | | | | | | | [removed: 0.12] [added: (0.12)] | | |

| Total Operating Impacts | | | | | | | | | [removed: $0.30] [added: $0.15] | | |

[removed: |] Equity [removed: affiliates' income | | | | | | | | | $0.06 | | |][added: Affiliates’ Income]

| [2021 in Summary](#i8a533bac4083415496e38063318830c4_52) | | | [23](#i8a533bac4083415496e38063318830c4_52) | | |

| [2022 Outlook](#i8a533bac4083415496e38063318830c4_55) | | | [25](#i8a533bac4083415496e38063318830c4_55) | | |

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The content of our Management's Discussion and Analysis has been updated pursuant to SEC disclosure modernization rules that are effective as of the date of this Annual Report.

Air Products and Chemicals, Inc., a Delaware corporation originally founded in 1940, serves customers globally with a unique portfolio of products, services, and solutions that include atmospheric gases, process and specialty gases, equipment, and services.

We are the world's largest supplier of hydrogen and have built leading positions in growth markets such as helium and liquefied natural gas ("LNG") process technology and equipment.

On 4 November 2021, we announced the reorganization of our industrial gases segments effective 1 October 2021.

2021 IN SUMMARY

In fiscal year 2021, we continued to execute our growth strategy, including announcement of several new gasification, carbon capture, and hydrogen projects that will drive the world’s energy transition from fossil fuels.

At the same time, we remained focused on our base business, delivering consistent results despite external challenges globally and absorbing costs for additional resources needed to support growth.

In the second half of the year, demand for most merchant products returned to pre-pandemic levels.

Additionally, we continued to create shareholder value by increasing the quarterly dividend on our common stock to $1.50 per share, representing a 12% increase from the previous dividend.

- Operating income of $2,281.4 increased 2%, or $43.8, and operating margin of 22.1% decreased 320 basis points ("bp").

- Net income of $2,114.9 increased 10%, or $183.8, and net income margin of 20.5% decreased 130 bp.

- Diluted EPS of $9.12 increased 7%, or $0.57 per share, and adjusted diluted EPS of $9.02 increased 8%, or $0.64 per share.

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

| Currency | | | | | | | | | 0.35 | | |

| Gain on exchange with joint venture partner | | | | | | | | | 0.12 | | |

(A)Despite higher sales volumes, the volume impact on diluted EPS was flat due to reduced contributions from our 60%-owned joint venture with Lu'An Clean Energy Company that we consolidate within our Industrial Gases – Asia segment.

Refer to the sales discussion below for additional detail.

The volume impact from the Lu'An facility is partially offset by the positive impact of lower net income being attributed to our joint venture partner within "Noncontrolling interests."

| Fiscal Year Ended 30 September | | | 2021 | | | 2020 | | | Increase (Decrease) | | |

| Diluted EPS From Continuing Operations | | | $9.12 | | | $8.55 | | | $0.57 | | |

| Gain on exchange with joint venture partner | | | (0.12) | | | — | | | (0.12) | | |

| Tax election benefit and other | | | (0.05) | | | — | | | (0.05) | | |

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

2022 OUTLOOK

We believe our achievements in 2021 are just the beginning of our journey providing gasification, carbon capture, and hydrogen for mobility solutions to address the world’s most significant energy and environmental sustainability challenges.

For example, we expect our world-scale Jazan gasification project with Aramco, ACWA Power, and Air Products Qudra to begin contributing to our results in the first quarter of fiscal year 2022.

We expect to continue to pursue new, high-return opportunities that are aligned with our growth strategy and to add the resources necessary for project development and execution.

We remain committed to creating shareholder value through capital deployment and delivering increased dividends, as we have done for the past 39 consecutive years.

The duration and extent of ongoing global challenges, such as rising energy costs, energy consumption curtailment, and supply chain disruptions, remain uncertain.

For our merchant business, we plan to continue pricing actions to recover higher energy costs.

We expect to add new projects to our onsite business model, which has contractual protection from energy cost fluctuations and generates stable cash flow.

We expect higher costs from planned maintenance activities on our facilities in fiscal year 2022 and higher pension expense resulting from lower expected returns on assets.

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

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

| [Contractual Obligations](#i34bbb3cd5b9140e682836aad7993a686_73) | | | [38](#i34bbb3cd5b9140e682836aad7993a686_73) | | |

| [Environmental Matters](#i34bbb3cd5b9140e682836aad7993a686_82) | | | [41](#i34bbb3cd5b9140e682836aad7993a686_82) | | |

| [Off-Balance Sheet Arrangements](#i34bbb3cd5b9140e682836aad7993a686_85) | | | [41](#i34bbb3cd5b9140e682836aad7993a686_85) | | |

| [Related Party Transactions](#i34bbb3cd5b9140e682836aad7993a686_88) | | | [41](#i34bbb3cd5b9140e682836aad7993a686_88) | | |

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

| [New Accounting Guidance](#i34bbb3cd5b9140e682836aad7993a686_97) | | | [48](#i34bbb3cd5b9140e682836aad7993a686_97) | | |

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.

Air Products and Chemicals, Inc. is a world-leading industrial gases company that has been in operation for 80 years.

Air Products is also the global leader in the supply of liquefied natural gas ("LNG") process technology and equipment.

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 also remained focused on sustainability and our commitment to advancing diversity and inclusion.

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.

Fiscal year 2020 results and highlights (continued):

- 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.

| | | | | | | | | | Increase | | |

| Diluted EPS | | | | | | | | | | | |

| Cost reduction actions | | | | | | | | | 0.08 | | |

| Gain on exchange of equity affiliate investments | | | | | | | | | (0.13) | | |

| Tax reform repatriation | | | | | | | | | (0.06) | | |

| Tax reform adjustment related to deemed foreign dividends | | | | | | | | | 0.26 | | |

| (A) Includes an estimated negative impact of $0.60-$0.65 from COVID-19. This estimate includes impacts on our sales, costs, and equity affiliates' income. | | | | | | | | | | | |

| Cost reduction actions | | | — | | | 0.08 | | | (0.08) | | |

| Gain on exchange of equity affiliate investments | | | — | | | (0.13) | | | 0.13 | | |

| Pension settlement loss | | | — | | | 0.02 | | | (0.02) | | |

| Tax reform repatriation | | | — | | | (0.06) | | | 0.06 | | |

| Tax reform adjustment related to deemed foreign dividends | | | — | | | 0.26 | | | (0.26) | | |

2021 OUTLOOK

As COVID-19 continues, we remain focused on the safety and well-being of our people.

For details on the types and use of these derivative instruments and related major accounting policies, refer to Note 1, *Major Accounting Policies*, and Note [removed: 13,] [added: 12,] *Financial Instruments*, to the consolidated financial statements.

The net market value of these financial instruments combined is referred to below as the "net financial instrument position" and is disclosed in Note [removed: 14,] [added: 13,] *Fair Value Measurements*, to the consolidated financial statements.

Our debt portfolio as of 30 September [added: 2021 and] 2020, including the effect of currency and interest rate swap agreements, was composed of 89% fixed-rate debt and 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: 2020,] [added: 2021,] with all other variables held constant.

A 100 bp increase in market interest rates would result in a decrease of [removed: $711] [added: $587] and [removed: $75] [added: $711] in the net liability position of financial instruments at 30 September [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

A 100 bp decrease in market interest rates would result in an increase of [removed: $846] [added: $692] and [removed: $80] [added: $846] in the net liability position of financial instruments at 30 [added: September 2021 and 2020, respectively.]

[Table [removed: of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)][added: of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)]

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 of interest incurred per year at 30 September [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

A 100 bp decline in interest rates would lower interest incurred by $8 per year at 30 September [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: $360] [added: $343] and [removed: $326] [added: $360] in the net liability position of financial instruments at 30 September [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

We estimate that a 10% reduction in either the Chinese Renminbi or the Euro versus the U.S. Dollar would lower our annual operating income by approximately [removed: $40] [added: $45] and $25, respectively.

Our net financial instrument position decreased from a liability of $8,220.7 at 30 September 2020 to a liability of $7,850.3 at 30 September 2021.

The decrease was primarily due to the repayment of a €350.0 million Eurobond ($428) on its maturity date in June 2021.

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

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.

Our debt portfolio as of 30 September 2019, including the effect of currency and interest rate swap agreements, was composed of 74% fixed-rate debt and 26% variable-rate debt.

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.

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.

We [removed: also] develop, engineer, build, [removed: own] [added: own,] and 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, [removed: fuels] [added: fuels,] and [removed: chemicals,] [added: chemicals and are developing] carbon capture [removed: projects,] [added: projects] and world-scale [added: low carbon and] carbon-free hydrogen projects [removed: supporting] [added: that will support] global transportation and [removed: the] energy [removed: transition.][added: transition away from fossil fuels.]

During the fiscal year ended 30 September [removed: 2020] [added: 2021] (“fiscal year [removed: 2020”),] [added: 2021”),] we reported our continuing operations in five reporting segments under which we managed 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.

Refer to Note [removed: 6,] [added: 5,] *Discontinued Operations*, to the consolidated financial statements for activity associated with discontinued operations.

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

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

Atmospheric gases are produced through various air separation [removed: processes] [added: processes,] of which cryogenic is the most prevalent.

For example, hydrogen, carbon [removed: monoxide] [added: monoxide,] and syngas are produced by steam methane reforming of natural gas and by the gasification of liquid and solid hydrocarbons.

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

The Industrial Gases business also develops, [removed: builds] [added: builds,] and operates equipment for the production or processing of gases, such as air separation units and non-cryogenic generators.

[Table [removed: of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)][added: of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)]

The regional Industrial Gases segments [removed: (Americas, EMEA, and Asia)] supply [removed: gases and] [added: gases,] related [removed: equipment] [added: equipment, and applications] in the relevant region to diversified customers in many industries, including those in refining, [removed: chemical, gasification,] [added: chemicals,] metals, electronics, manufacturing, and food and beverage.

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 [removed: mobility] [added: hydrogen-for-mobility] markets.

Oxygen is used in combustion and industrial heating applications, including in the [removed: gasification,] steel, certain nonferrous metals, glass, and cement industries.

Nitrogen applications are used in food processing for freezing and preserving [removed: flavor] [added: flavor,] and nitrogen [removed: for inerting] is used [added: for inerting] in various fields, including the metals, chemical, and semiconductor industries.

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

- *Liquid [removed: Bulk*—Product] [added: 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 that we typically design and install at the customer’s site for vaporizing into a gaseous state as needed.

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

- *On-Site [removed: Gases*—Large] [added: 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, [removed: gasification,] and metals industries worldwide, that require large volumes of gases and have relatively constant demand.

Gases are produced [removed: at] [added: and supplied by] large facilities [removed: located adjacent to] [added: we construct or acquire on or near the] customers’ facilities or by pipeline systems from centrally located production [removed: facilities and are generally governed by 15- to 20- year contracts.][added: facilities.]

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

Steam methane reformers utilize natural gas as the primary raw material and gasifiers use liquid and solid hydrocarbons as the principal raw material for the production of hydrogen, carbon [removed: monoxide] [added: monoxide,] and syngas.

During fiscal year [removed: 2020,] [added: 2021,] no significant difficulties were encountered in obtaining adequate supplies of power and natural gas.

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

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

Overall regional industrial gases sales constituted approximately [added: 92%,] 94%, [removed: 96%,] and [removed: 94%] [added: 96%] of consolidated sales in fiscal years [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively.

Sales of atmospheric gases constituted approximately 47%, [removed: 46%,] [added: 47%,] and 46% of consolidated sales in fiscal years [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively, while sales of tonnage hydrogen, syngas, and related products constituted approximately 22%, [removed: 26%,] [added: 22%,] and [removed: 25%] [added: 26%] of consolidated sales in fiscal years [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively.

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

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

The Corporate and other segment [removed: includes three global equipment businesses:] [added: includes:] our LNG equipment business, our Gardner Cryogenics business fabricating helium and hydrogen transport and storage containers, and our Rotoflow business, which manufactures turboexpanders and other precision rotating equipment.

Competition in the equipment business is based primarily on [removed: technological performance,] [added: plant efficiency,] service, technical [removed: know-how,] [added: know-how and] price, [added: as well as schedule] and [added: plant] performance guarantees.

Sale of equipment constituted approximately [added: 8%,] 6%, [removed: 4%,] and [removed: 6%] [added: 4%] of consolidated sales in fiscal years [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively.

[removed: The] [added: Our] backlog of equipment orders was approximately [removed: $1.6] [added: $1.3] billion on 30 September [removed: 2020] [added: 2021] (as compared to a total backlog of approximately [removed: $0.9] [added: $1.6] billion on 30 September [removed: 2019).][added: 2020).]

We estimate that approximately [removed: 50%] [added: half] of the total equipment sales backlog as of 30 September [removed: 2020] [added: 2021] will be recognized as revenue during fiscal year [removed: 2021,] [added: 2022,] dependent on execution schedules of the relevant projects.

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.

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

Financial information about our foreign operations and investments is included in Note [removed: 8,] [added: 7,] *Summarized Financial Information of Equity Affiliates*; Note [removed: 22,] [added: 21,] *Income Taxes*; and Note [removed: 25,] [added: 23,] *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 our exposure to currency fluctuations is included in Note [removed: 13,] [added: 12,] *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: It conducts] [added: We conduct] research and development principally in [removed: its] [added: our] laboratories located in the United States (Trexlertown, Pennsylvania), the United Kingdom (Basingstoke and Carrington), Spain (Barcelona), China (Shanghai), and Saudi Arabia (Dhahran).

During fiscal year [removed: 2020,] [added: 2021,] we owned approximately [removed: 850] [added: 780] United States patents, approximately [removed: 3,600] [added: 3,480] foreign patents, and were a licensee under certain patents owned by others.

We are subject to various environmental [removed: laws] [added: laws, regulations,] and [removed: regulations] [added: public policies] in the countries in which we have operations.

Focused on serving energy, environment and emerging markets, we provide essential industrial gases, related equipment, and applications expertise to customers in dozens of industries, including refining, chemicals, metals, electronics, manufacturing, and food and beverage.

The discussion that follows is based on those operations.

Refer to Note 23, *Business Segment and Geographic Information*, to the consolidated financial statements for additional details on our reportable business segments.

On 4 November 2021, we announced the reorganization of our industrial gases segments effective 1 October 2021.

Refer to Note 24, *Subsequent Events*, for additional information.

Hydrogen is produced by purifying byproduct sources obtained from the chemical and petrochemical industries.

We have hydrogen fueling stations that support commercial markets in California and Japan as well as demonstration projects in Europe, Saudi Arabia, and other parts of Asia.

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

These sale of gas contracts are generally governed by 15- to 20-year contracts.

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

Our 2021 Sustainability Report details our growth strategy and the role our most valuable asset and our competitive advantage, our employees, play in achieving our goals.

Rooted in our framework of Grow- Conserve- Care, our higher purpose is to bring people together to collaborate and innovate solutions to the world’s most significant energy and environmental sustainability challenges.

Our 2021 Sustainability Report details how we care for our employees.

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

Safety

Safety is fundamental to who we are as a company.

Safety is a shared value, and our employees’ commitment to safety is demonstrated in many ways every day.

Safety is a critical component of everything we do, everywhere in the world.

Our goal is to be the safest industrial gas company in the world.

Diversity, Inclusion, and Belonging

Our 2021 Sustainability Report sets forth our announced goals to further increase the percentage of women and U.S. minorities in professional and managerial roles and the recruitment and talent development strategies we have in place to ensure we meet these goals.

Due to significant increase of our U.S. minority representation, our new 2025 diversity goal is to achieve at least 30 percent U.S. minority representation in professional and managerial roles.

Compensation

As detailed in our 2021 Sustainability Report, in order to create a diverse workplace, individuals must be compensated fairly and equitably.

A work environment where employees know they belong and matter includes fair and equitable pay.

Our pay practices apply equally to all employees irrespective of gender, race, religion, disability, age, or any other form of personal difference.

We strive to pay competitively in local markets where we do business and compete for talent.

We benchmark our compensation to ensure that we are keeping pace with the market to provide competitive pay and benefits.

A gender pay equity analysis completed by a third-party in 2020 resulted in no significant adverse findings for minorities in the U.S. and for females globally.

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

| Melissa N. Schaeffer | | | 42 | | | Senior Vice President and Chief Financial Officer (became Senior Vice President and Chief Financial Officer in August 2021). Ms. Schaeffer joined the Company in 2016 and most recently served as Vice President, Finance – GEMTE, Americas, Middle East, and India from 2020 to 2021 and previously served as Vice President, Chief Audit Executive from 2016 to 2020. | | |

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

| | | | | | | | | |

| M. Scott Crocco | | | 56 | | | Executive Vice President and Chief Financial Officer (became Executive Vice President and Chief Financial Officer in 2016; Senior Vice President and Chief Financial Officer in 2013; and Vice President and Corporate Controller in 2008). | | |

Additional information on our environmental exposure is included under [removed: *Item] [added: Item] 1, Business–Environmental [removed: Regulation,*] [added: Regulation,] and Note [removed: 17, *Commitments] [added: 16, Commitments] and [removed: Contingencies*,] [added: Contingencies,] to the consolidated financial statements.

CADE imposed a civil fine of R$179.2 million (approximately [removed: $32] [added: $33] million at 30 September [removed: 2020)] [added: 2021)] on Air Products Brasil Ltda.

This fine was based on a recommendation by a unit of the Brazilian Ministry of Justice, [removed: whose] [added: following an] investigation [removed: began] [added: beginning] in 2003, [removed: alleging] [added: which alleged] violation of competition laws with respect to the sale of industrial and medical gases.

We have denied the allegations made by the authorities and filed an appeal in October 2010 [removed: to] [added: with] the Brazilian courts.

Other than the [removed: CADE matter] [added: matters] discussed above, we do not currently believe there are any legal proceedings, individually or in the aggregate, that are reasonably possible to have a material impact on our financial condition, results of operations, or cash flows.

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

In the event of an adverse final judgment, we estimate the maximum possible loss to be the full amount of the fine of R$179.2 million (approximately $33 million at 30 September 2021) plus interest accrued thereon until final disposition of the proceedings.

Additionally, Winter Storm Uri, a severe winter weather storm in the U.S. Gulf Coast in February 2021, disrupted our operations and caused power and natural gas prices to spike significantly in Texas.

We are currently in the early stages of litigation of a dispute regarding energy management services related to the impact of this unusual event, and other disputes may arise from such power price increases.

In addition, legislative action may affect power supply and energy management charges.

While it is reasonably possible that we could incur additional costs related to power supply and energy management services in Texas related to the winter storm, it is too early to estimate potential losses, if any, given significant unknowns resulting from the unusual nature of this event.

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

[Table [removed: of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)][added: of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)]

| | | | For the fiscal year ended 30 September [removed: 2020] [added: 2021] | | |

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

The aggregate market value of the voting stock held by non-affiliates of the registrant on 31 March [removed: 2020] [added: 2021] was approximately [removed: $44.0] [added: $62.1] billion.

The number of shares of common stock outstanding as of 31 October [removed: 2020] [added: 2021] was [removed: 221,026,592.][added: 221,460,382.]

Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: 28 January 2021] [added: 3 February 2022] are incorporated by reference into Part III.

For the fiscal year ended 30 September [removed: 2020][added: 2021]

| ITEM 1. | | | [removed: [BUSINESS](#i34bbb3cd5b9140e682836aad7993a686_16)] [added: [BUSINESS](#i8a533bac4083415496e38063318830c4_19)] | | | [removed: [4](#i34bbb3cd5b9140e682836aad7993a686_16)] [added: [4](#i8a533bac4083415496e38063318830c4_19)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i34bbb3cd5b9140e682836aad7993a686_19)] [added: FACTORS](#i8a533bac4083415496e38063318830c4_22)] | | | [removed: [9](#i34bbb3cd5b9140e682836aad7993a686_19)] [added: [10](#i8a533bac4083415496e38063318830c4_22)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i34bbb3cd5b9140e682836aad7993a686_22)] [added: COMMENTS](#i8a533bac4083415496e38063318830c4_25)] | | | [removed: [16](#i34bbb3cd5b9140e682836aad7993a686_22)] [added: [17](#i8a533bac4083415496e38063318830c4_25)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i34bbb3cd5b9140e682836aad7993a686_25)] [added: [PROPERTIES](#i8a533bac4083415496e38063318830c4_28)] | | | [removed: [16](#i34bbb3cd5b9140e682836aad7993a686_25)] [added: [17](#i8a533bac4083415496e38063318830c4_28)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i34bbb3cd5b9140e682836aad7993a686_28)] [added: PROCEEDINGS](#i8a533bac4083415496e38063318830c4_31)] | | | [removed: [17](#i34bbb3cd5b9140e682836aad7993a686_28)] [added: [18](#i8a533bac4083415496e38063318830c4_31)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i34bbb3cd5b9140e682836aad7993a686_31)] [added: DISCLOSURES](#i8a533bac4083415496e38063318830c4_34)] | | | [removed: [17](#i34bbb3cd5b9140e682836aad7993a686_31)] [added: [19](#i8a533bac4083415496e38063318830c4_34)] | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i34bbb3cd5b9140e682836aad7993a686_37)] [added: SECURITIES](#i8a533bac4083415496e38063318830c4_40)] | | | [removed: [18](#i34bbb3cd5b9140e682836aad7993a686_37)] [added: [20](#i8a533bac4083415496e38063318830c4_40)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i34bbb3cd5b9140e682836aad7993a686_43)] [added: OPERATIONS](#i8a533bac4083415496e38063318830c4_46)] | | | [removed: [21](#i34bbb3cd5b9140e682836aad7993a686_43)] [added: [22](#i8a533bac4083415496e38063318830c4_46)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i34bbb3cd5b9140e682836aad7993a686_103)] [added: RISK](#i8a533bac4083415496e38063318830c4_112)] | | | [removed: [48](#i34bbb3cd5b9140e682836aad7993a686_103)] [added: [46](#i8a533bac4083415496e38063318830c4_112)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i34bbb3cd5b9140e682836aad7993a686_106)] [added: DATA](#i8a533bac4083415496e38063318830c4_115)] | | | [removed: [50](#i34bbb3cd5b9140e682836aad7993a686_106)] [added: [48](#i8a533bac4083415496e38063318830c4_115)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i34bbb3cd5b9140e682836aad7993a686_265)] [added: DISCLOSURE](#i8a533bac4083415496e38063318830c4_229)] | | | [removed: [118](#i34bbb3cd5b9140e682836aad7993a686_265)] [added: [111](#i8a533bac4083415496e38063318830c4_229)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i34bbb3cd5b9140e682836aad7993a686_268)] [added: PROCEDURES](#i8a533bac4083415496e38063318830c4_232)] | | | [removed: [119](#i34bbb3cd5b9140e682836aad7993a686_268)] [added: [111](#i8a533bac4083415496e38063318830c4_232)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i34bbb3cd5b9140e682836aad7993a686_271)] [added: INFORMATION](#i8a533bac4083415496e38063318830c4_235)] | | | [removed: [119](#i34bbb3cd5b9140e682836aad7993a686_271)] [added: [111](#i8a533bac4083415496e38063318830c4_235)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i34bbb3cd5b9140e682836aad7993a686_277)] [added: GOVERNANCE](#i8a533bac4083415496e38063318830c4_241)] | | | [removed: [119](#i34bbb3cd5b9140e682836aad7993a686_277)] [added: [112](#i8a533bac4083415496e38063318830c4_241)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i34bbb3cd5b9140e682836aad7993a686_280)] [added: COMPENSATION](#i8a533bac4083415496e38063318830c4_244)] | | | [removed: [120](#i34bbb3cd5b9140e682836aad7993a686_280)] [added: [112](#i8a533bac4083415496e38063318830c4_244)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i34bbb3cd5b9140e682836aad7993a686_283)] [added: MATTERS](#i8a533bac4083415496e38063318830c4_247)] | | | [removed: [120](#i34bbb3cd5b9140e682836aad7993a686_283)] [added: [112](#i8a533bac4083415496e38063318830c4_247)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i34bbb3cd5b9140e682836aad7993a686_286)] [added: INDEPENDENCE](#i8a533bac4083415496e38063318830c4_253)] | | | [removed: [120](#i34bbb3cd5b9140e682836aad7993a686_286)] [added: [112](#i8a533bac4083415496e38063318830c4_253)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i34bbb3cd5b9140e682836aad7993a686_289)] [added: SERVICES](#i8a533bac4083415496e38063318830c4_256)] | | | [removed: [120](#i34bbb3cd5b9140e682836aad7993a686_289)] [added: [112](#i8a533bac4083415496e38063318830c4_256)] | | |

| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i34bbb3cd5b9140e682836aad7993a686_295)] [added: SCHEDULES](#i8a533bac4083415496e38063318830c4_262)] | | | [removed: [120](#i34bbb3cd5b9140e682836aad7993a686_295)] [added: [113](#i8a533bac4083415496e38063318830c4_262)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i34bbb3cd5b9140e682836aad7993a686_298)] [added: SUMMARY](#i8a533bac4083415496e38063318830c4_265)] | | | [removed: [120](#i34bbb3cd5b9140e682836aad7993a686_298)] [added: [113](#i8a533bac4083415496e38063318830c4_265)] | | |

- the duration and impacts of the [removed: novel coronavirus (“COVID-19”)] [added: ongoing COVID-19] global pandemic and efforts to contain its transmission, including the effect of these factors on our business, our customers, economic conditions and markets generally;

- changes in global or regional economic conditions, [added: inflation, and] supply and demand dynamics in the market segments we serve, or in the financial markets that may affect the availability and terms on which we may obtain financing;

- our ability to [removed: develop] [added: develop, operate,] and [removed: operate large scale] [added: manage costs of large-scale] and technically complex projects, including gasification [added: and hydrogen] projects;

- the future financial and operating performance of major [removed: customers and] [added: customers,] joint [removed: venture partners;][added: ventures, and equity affiliates;]

- our ability to execute the projects in our [removed: backlog;][added: backlog and refresh our pipeline of new projects;]

- the impact of environmental, [removed: tax] [added: tax,] or other legislation, as well as regulations [added: and other public policy initiatives] affecting our business and [added: the business of our affiliates and] related compliance requirements, including [removed: legislation] [added: legislation, regulations,] or [removed: regulations related] [added: policies intended] to [added: address] global climate change;

- catastrophic events, such as natural [removed: disasters,] [added: disasters and extreme weather events,] public health crises, acts of war, or terrorism;

- significant fluctuations in [added: inflation,] interest rates and foreign currency exchange rates from those currently anticipated;

- availability and cost of [added: electric power, natural gas, and other] raw materials; and

1940 Air Products Boulevard

Allentown, Pennsylvania 18106-5500

| PART I | | | | | | | | |

| PART II | | | | | | | | |

| ITEM 6. | | | [RESERVED](#i8a533bac4083415496e38063318830c4_43) | | | [21](#i8a533bac4083415496e38063318830c4_43) | | |

| PART III | | | | | | | | |

| PART IV | | | | | | | | |

| [INDEX TO EXHIBITS](#i8a533bac4083415496e38063318830c4_268) | | | | | | [114](#i8a533bac4083415496e38063318830c4_268) | | |

| | | | | | | | | |

| [SIGNATURES](#i8a533bac4083415496e38063318830c4_271) | | | | | | [117](#i8a533bac4083415496e38063318830c4_271) | | |

- the ability to implement price increases to offset cost increases;

- disruptions to our supply chain and related distribution delays and cost increases;

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

7201 Hamilton Boulevard

Allentown, Pennsylvania 18195-1501

| 0.375% Euro Notes due 2021 | | | APD21B | | | New York Stock Exchange | | |

| ITEM 6. | | | [SELECTED FINANCIAL DATA](#i34bbb3cd5b9140e682836aad7993a686_40) | | | [20](#i34bbb3cd5b9140e682836aad7993a686_40) | | |

| [INDEX TO EXHIBITS](#i34bbb3cd5b9140e682836aad7993a686_301) | | | | | | [121](#i34bbb3cd5b9140e682836aad7993a686_301) | | |

| [SIGNATURES](#i34bbb3cd5b9140e682836aad7993a686_304) | | | | | | [125](#i34bbb3cd5b9140e682836aad7993a686_304) | | |

Air Products and Chemicals, Inc. owns its principal administrative [removed: offices, which are] [added: offices in Trexlertown, Pennsylvania, and] the [removed: Company’s] [added: Company's new global] headquarters [removed: located] [added: and co-located research and development facility] in [removed: Trexlertown, Pennsylvania;] [added: Allentown, Pennsylvania, as well as regional offices in] Hersham, England; Medellin, Colombia; and Santiago, Chile.

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 [removed: Ontario,] [added: Ontario in] Canada.

This business segment currently operates from over [removed: 211] [added: 200] production and distribution facilities within Asia, approximately 25% of which are on owned property or long-duration term grants.

Research and development activities [removed: for this business segment] are [added: primarily] conducted at owned locations in the United States, the United Kingdom, and [removed: Spain, and three leased locations in Europe and Asia.][added: Saudi Arabia.]

[Table [removed: of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)][added: of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)]

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.

We built hydrogen fueling stations that support commercial markets in California and Japan as well as demonstration projects in Europe and other parts of Asia.

[Table [removed: of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)][added: of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)]

Our common stock is listed on the New York Stock Exchange under the symbol "APD." As of 31 October [removed: 2020,] [added: 2021,] there were [removed: 4,957] [added: 4,722] record holders of our common stock.

Dividend information for each quarter of fiscal years [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] is summarized below:

| Fourth quarter | | | [removed: $1.34] [added: $1.50] | | | [removed: $1.16] [added: $1.34] | | |

| Third quarter | | | [removed: $1.34] [added: $1.50] | | | [removed: $1.16] [added: $1.34] | | |

| Second quarter | | | [removed: $1.34] [added: $1.50] | | | [removed: $1.16] [added: $1.34] | | |

| First quarter | | | [removed: $1.16] [added: $1.34] | | | [removed: $1.10] [added: $1.16] | | |

| Total | | | [removed: $5.18] [added: $5.84] | | | [removed: $4.58] [added: $5.18] | | |

There were no purchases of stock during fiscal year [removed: 2020.][added: 2021.]

At 30 September [removed: 2020,] [added: 2021,] $485.3 million in share repurchase authorization remained.

Additional purchases will be completed at our discretion while maintaining sufficient funds for investing in [removed: businesses] [added: our business] and [added: pursuing] growth opportunities.

[Table [removed: of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)][added: of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)]

[removed: ][added: ]

| | | | Sept [removed: 2015 | | | Sept] 2016 | | | Sept 2017 | | | Sept 2018 | | | Sept 2019 | | | Sept 2020 | | | [added: Sept 2021 | | |]

| | | | 2021 | | | 2020 | | |

| Air Products & Chemicals, Inc. | | | 100 | | | 112 | | | 127 | | | 173 | | | 238 | | | 209 | | |

| S&P 500 Index | | | 100 | | | 119 | | | 140 | | | 146 | | | 168 | | | 218 | | |

| S&P 500 Materials Index | | | 100 | | | 121 | | | 126 | | | 130 | | | 145 | | | 184 | | |

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

| Air Products & Chemicals, Inc. | | | 100 | | | 120 | | | 134 | | | 153 | | | 208 | | | 285 | | |

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

| S&P 500 Materials Index | | | 100 | | | 122 | | | 148 | | | 154 | | | 158 | | | 178 | | |

[Table [removed: of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)][added: of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)]

Not applicable.

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

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

| *(Millions of dollars, except for share and per share data)* | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | |

| Sales | | | $8,856 | | | $8,919 | | | $8,930 | | | $8,188 | | | $7,504 | | |

| Operating income | | | 2,238 | | | 2,144 | | | 1,966 | | | 1,440 | | | 1,535 | | |

| Operating margin | | | 25.3 | | % | 24.0 | | % | 22.0 | | % | 17.6 | | % | 20.5 | | % |

| Equity affiliates’ income(A) | | | 265 | | | 215 | | | 175 | | | 80 | | | 147 | | |

| Net income(B) | | | 1,931 | | | 1,809 | | | 1,533 | | | 3,021 | | | 662 | | |

| Net income margin | | | 21.8 | | % | 20.3 | | % | 17.2 | | % | 36.9 | | % | 8.8 | | % |

| Income from continuing operations | | | 1,945 | | | 1,809 | | | 1,491 | | | 1,155 | | | 1,122 | | |

| Basic earnings per common share from continuing operations | | | 8.59 | | | 7.99 | | | 6.64 | | | 5.20 | | | 5.08 | | |

| Diluted earnings per common share from continuing operations | | | 8.55 | | | 7.94 | | | 6.59 | | | 5.16 | | | 5.04 | | |

| Adjusted diluted earnings per common share from continuing operations(C) | | | $8.38 | | | $8.21 | | | $7.45 | | | $6.31 | | | $5.64 | | |

| Adjusted EBITDA(C) | | | 3,620 | | | 3,468 | | | 3,116 | | | 2,799 | | | 2,622 | | |

| Adjusted EBITDA margin(C) | | | 40.9 | | % | 38.9 | | % | 34.9 | | % | 34.2 | | % | 34.9 | | % |

| Dividends declared per common share | | | 5.18 | | | 4.58 | | | 4.25 | | | 3.71 | | | 3.39 | | |

| Total assets(D) | | | 25,169 | | | 18,943 | | | 19,178 | | | 18,467 | | | 18,029 | | |

| Total debt(E) | | | 7,908 | | | 3,326 | | | 3,813 | | | 3,963 | | | 5,211 | | |

(A)Fiscal year 2020 included a benefit of $34 related to legislation passed by the Indian government in the second quarter.

Fiscal year 2018 included an expense of $29 related to the U.S. Tax Cuts and Jobs Act.

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.

(B)Fiscal year 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 of $847 related to the exit of Energy-from-Waste, partially offset by income from operations of the former Electronic Materials and Performance Materials divisions.

(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 32.

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 33.

(D)Total assets as of 30 September 2020 was impacted by proceeds from the issuance of U.S. Dollar- and Euro-denominated fixed-rate notes in the third quarter of fiscal year 2020.

Total assets as of 30 September 2017 and 2016 included those associated with continuing and discontinued operations.

(E)Total debt includes long-term debt and current portion of long-term debt, including debt owed to related parties, and short-term borrowings as of the end of the fiscal year for continuing operations.

Long-term obligations increased in fiscal year 2020 due to the issuance of U.S. Dollar- and Euro-denominated fixed-rate notes in the third quarter.

Long-term obligations decreased in fiscal year 2017 primarily due to debt repayments subsequent to the spin-off of the former Electronic Materials Division as Versum Materials, Inc.

| [Management's Report on Internal Control Over Financial [removed: Reporting](#i34bbb3cd5b9140e682836aad7993a686_109)] [added: Reporting](#i8a533bac4083415496e38063318830c4_118)] | | | [removed: [51](#i34bbb3cd5b9140e682836aad7993a686_109)] [added: [49](#i8a533bac4083415496e38063318830c4_118)] | | |

| [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i34bbb3cd5b9140e682836aad7993a686_112)] [added: Firm](#i8a533bac4083415496e38063318830c4_121)] | | | [removed: [52](#i34bbb3cd5b9140e682836aad7993a686_112)] [added: [50](#i8a533bac4083415496e38063318830c4_121)] | | |

| [Consolidated Income Statements – [added: Fiscal] Years Ended 30 September [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i34bbb3cd5b9140e682836aad7993a686_118)] [added: 2019](#i8a533bac4083415496e38063318830c4_127)] | | | [removed: [56](#i34bbb3cd5b9140e682836aad7993a686_118)] [added: [53](#i8a533bac4083415496e38063318830c4_127)] | | |

| [Consolidated Comprehensive Income Statements – [added: Fiscal] Years Ended 30 September [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i34bbb3cd5b9140e682836aad7993a686_121)] [added: 2019](#i8a533bac4083415496e38063318830c4_130)] | | | [removed: [57](#i34bbb3cd5b9140e682836aad7993a686_121)] [added: [54](#i8a533bac4083415496e38063318830c4_130)] | | |

| [Consolidated Balance Sheets – 30 September [removed: 2020] [added: 2021] and [removed: 2019](#i34bbb3cd5b9140e682836aad7993a686_127)] [added: 2020](#i8a533bac4083415496e38063318830c4_133)] | | | [removed: [58](#i34bbb3cd5b9140e682836aad7993a686_127)] [added: [55](#i8a533bac4083415496e38063318830c4_133)] | | |

| [Consolidated Statements of Cash Flows – [added: Fiscal] Years Ended 30 September [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i34bbb3cd5b9140e682836aad7993a686_133)] [added: 2019](#i8a533bac4083415496e38063318830c4_136)] | | | [removed: [59](#i34bbb3cd5b9140e682836aad7993a686_133)] [added: [56](#i8a533bac4083415496e38063318830c4_136)] | | |

| [Consolidated Statements of Equity – [added: Fiscal] Years Ended 30 September [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i34bbb3cd5b9140e682836aad7993a686_136)] [added: 2019](#i8a533bac4083415496e38063318830c4_139)] | | | [removed: [60](#i34bbb3cd5b9140e682836aad7993a686_136)] [added: [57](#i8a533bac4083415496e38063318830c4_139)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i34bbb3cd5b9140e682836aad7993a686_142)] [added: Statements](#i8a533bac4083415496e38063318830c4_142)] | | | [removed: [61](#i34bbb3cd5b9140e682836aad7993a686_142)] [added: [58](#i8a533bac4083415496e38063318830c4_142)] | | |

[Table [removed: of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)][added: of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)]

Based on this evaluation, management concluded that, as of 30 September [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] as stated in its report which appears herein.

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

We have audited the accompanying consolidated balance sheets of Air Products and Chemicals, Inc. and subsidiaries (the "Company") as of September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated income statements, comprehensive income statements, statements of equity, and statements of cash flows, for each of the [removed: two] [added: three] years in the period ended September 30, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of September 30, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control — Integrated Framework (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, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the [removed: two] [added: three] years in the period ended September 30, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

[removed: Critical] [added: Critical] Audit [removed: Matter][added: Matter Description]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

Revenue [added: Recognition] – On-site [removed: Industrial Gas] Customer Contracts – Refer to Notes 1 and 4 to the [removed: financial statements][added: Financial Statements]

[removed: *Critical] [added: Critical] Audit Matter [removed: Description*][added: Description]

On-site industrial gas customer contracts involve large capital investments to [removed: construct facilities and] serve customers who require large volumes of gases and have relatively constant demand.

Typically, these contracts have [removed: 15] [added: 15-] to 20-year terms and contain fixed monthly charges and/or minimum purchase requirements.

[removed: *How] [added: How] the Critical Audit Matter Was Addressed in the [removed: Audit*][added: Audit]

[removed: | Year Ended 30 September (*Millions] [added: (Millions] of dollars, except for share and per share [removed: data)* | | | 2020 | | | 2019 | | | 2018 | | |][added: data)]

| Sales | | | [removed: $8,856.3] [added: $10,323.0] | | | [removed: $8,918.9] [added: $8,856.3] | | | [removed: $8,930.2] [added: $8,918.9] | | |

| Cost of sales | | | [removed: 5,858.1] [added: 7,186.1] | | | [removed: 5,975.5] [added: 5,858.1] | | | [removed: 6,189.5] [added: 5,975.5] | | |

| Facility closure | | | [removed: —] [added: 23.2] | | | [removed: 29.0] [added: —] | | | [removed: —] [added: 29.0] | | |

| Selling and administrative | | | [removed: 775.9] [added: 828.4] | | | [removed: 750.0] [added: 775.9] | | | [removed: 760.8] [added: 750.0] | | |

| Research and development | | | [removed: 83.9] [added: 93.5] | | | [removed: 72.9] [added: 83.9] | | | [removed: 64.5] [added: 72.9] | | |

| Cost reduction actions | | | — | | | [removed: 25.5] [added: —] | | | [removed: —] [added: 25.5] | | |

[removed: | Gain on exchange] [added: Exchange] of [removed: equity affiliate investments | | | — | | | 29.1 | | | — | | |][added: Equity Affiliate Investments]

| Company headquarters relocation income (expense) | | | [removed: 33.8] [added: —] | | | [removed: —] [added: 33.8] | | | — | | |

| Other income (expense), net | | | [removed: 65.4] [added: 52.8] | | | [removed: 49.3] [added: 65.4] | | | [removed: 50.2] [added: 49.3] | | |

| Operating Income | | | [removed: 2,237.6] [added: 2,281.4] | | | [removed: 2,144.4] [added: 2,237.6] | | | [removed: 1,965.6] [added: 2,144.4] | | |

| Equity affiliates' income | | | [removed: 264.8] [added: 294.1] | | | [removed: 215.4] [added: 264.8] | | | [removed: 174.8] [added: 215.4] | | |

| Interest expense | | | [removed: 109.3] [added: 141.8] | | | [removed: 137.0] [added: 109.3] | | | [removed: 130.5] [added: 137.0] | | |

| Other non-operating income (expense), net | | | [removed: 30.7] [added: 73.7] | | | [removed: 66.7] [added: 30.7] | | | [removed: 5.1] [added: 66.7] | | |

| Income From Continuing Operations Before Taxes | | | [removed: 2,423.8] [added: 2,507.4] | | | [removed: 2,289.5] [added: 2,423.8] | | | [removed: 2,015.0] [added: 2,289.5] | | |

| Income tax provision | | | [removed: 478.4] [added: 462.8] | | | [removed: 480.1] [added: 478.4] | | | [removed: 524.3] [added: 480.1] | | |

| /s/ Seifi Ghasemi | | | | | | | | | | | | /s/ Melissa N. Schaeffer | | |

| Seifi Ghasemi | | | | | | | | | | | | Melissa N. Schaeffer | | |

| 18 November 2021 | | | | | | | | | | | | 18 November 2021 | | |

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

Critical Audit Matters

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

Revenue Recognition – Cost Incurred Input Method – Refer to Notes 1 and 4 to the Financial Statements

The Company enters into sale of equipment contracts with customers for which the promised goods or services contained within the contracts are integrated with or dependent upon other goods or services for a single output to the customer.

Revenue from the sale of equipment contracts is generally recognized over time as the Company has an enforceable right to payment for performance, as completed, and performance under the contract terms does not create an asset with an alternative use.

The Company uses a cost incurred input method to recognize revenue by which costs incurred to date relative to total estimated costs at completion are used to measure progress toward satisfying performance obligations.

Accounting for contracts using the cost incurred input method requires a high degree of judgment to estimate total costs used to recognize revenue.

Changes in estimated costs could have a significant impact on the timing of revenue recognition.

Auditing these estimates requires extensive audit effort due to the complexity around the cost estimation process which involves multiple inputs and variables for sale of equipment contracts and a high degree of auditor judgment when evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to complex contracts with customers for sales of equipment included the following, among others:

- We tested the effectiveness of the Company’s controls related to the amount and timing of revenue recognition for sale of equipment contracts, including controls over developing the estimated costs at completion and the evaluation of changes in estimated total costs for sale of equipment contracts.

- We evaluated the appropriateness and consistency of the methods and assumptions used by management to evaluate estimated total costs and changes in estimated costs to determine if the estimated total costs at completion for sale of equipment contracts were reasonable.

- With the assistance of our professionals having expertise in accounting for sale of equipment contracts, we performed the following:

◦Evaluated management’s ability to estimate total costs at completion for each selected contract by performing corroborating inquiries with the Company’s project managers and personnel involved with the selected contracts, including inquiries related to the timeline for completion and estimates of future costs to complete the contract.

◦Selected a sample of estimates of future costs to complete and evaluated management’s estimates of total costs at completion by performing one of the following:

▪Comparing management’s estimates to documents such as work plans, customer purchase orders, third-party supplier invoices, and subcontractor agreements, or

▪Developing independent estimates of total costs to completion and comparing our estimates to management’s estimates.

Our independent estimates were based on information such as work plans, customer purchase orders, third-party supplier invoices, subcontractor agreements, and similar historical project experience.

◦We compared the gross margin on sale of equipment contracts to that of historical periods in order to evaluate the Company's ability to accurately estimate costs at completion.

November 18, 2021

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

| Gain on exchange with joint venture partner | | | 36.8 | | | — | | | 29.1 | | |

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

(Millions of dollars)

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

(Millions of dollars)

| Undistributed earnings of equity method investments | | | (138.2) | | | (161.9) | | | (75.8) | | |

| Investments by noncontrolling interests | | | 136.6 | | | 17.1 | | | — | | |

| Cash provided by operating activities | | | 6.7 | | | — | | | — | | |

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

| Net income | | | — | | | — | | | 2,099.1 | | | — | | | — | | | 2,099.1 | | | 15.8 | | | 2,114.9 | | |

| Investments by noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | 139.8 | | | 139.8 | | |

| Purchase of noncontrolling interests | | | — | | | (1.2) | | | — | | | — | | | — | | | (1.2) | | | (4.1) | | | (5.3) | | |

| | | | | | |

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

| [Report of KPMG LLP, Independent Registered Public Accounting Firm](#i34bbb3cd5b9140e682836aad7993a686_115) | | | [55](#i34bbb3cd5b9140e682836aad7993a686_115) | | |

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| /s/ Seifi Ghasemi | | | | | | | | | | | | /s/ M. Scott Crocco | | |

| Seifi Ghasemi | | | | | | | | | | | | M. Scott Crocco | | |

| 19 November 2020 | | | | | | | | | | | | 19 November 2020 | | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Philadelphia, Pennsylvania

November 19, 2020

To the Shareholders and Board of Directors of Air Products and Chemicals, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of income, comprehensive income, cash flows and equity of Air Products and Chemicals, Inc. and Subsidiaries (the Company) for the year ended 30 September 2018, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended 30 September 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ KPMG LLP

We served as the Company’s auditor from 2002 to 2018.

November 20, 2018

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

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

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

| Undistributed (earnings) losses of unconsolidated affiliates | | | (161.9) | | | (75.8) | | | (59.8) | | |

| Cash used for operating activities | | | — | | | — | | | (12.8) | | |

| Balance 30 September 2017 | | | $249.4 | | | $1,001.1 | | | $12,846.6 | | | ($1,847.4) | | | ($2,163.5) | | | $10,086.2 | | | $99.3 | | | $10,185.5 | | |

| Net income | | | — | | | — | | | 1,497.8 | | | — | | | — | | | 1,497.8 | | | 35.1 | | | 1,532.9 | | |

| Other equity transactions | | | — | | | 1.4 | | | (2.7) | | | — | | | — | | | (1.3) | | | 5.9 | | | 4.6 | | |

| 3. | | | [Acquisitions](#i34bbb3cd5b9140e682836aad7993a686_178) | | | [71](#i34bbb3cd5b9140e682836aad7993a686_178) | | |

| 4. | | | [Revenue Recognition](#i34bbb3cd5b9140e682836aad7993a686_157) | | | [73](#i34bbb3cd5b9140e682836aad7993a686_157) | | |

| 7. | | | [Inventories](#i34bbb3cd5b9140e682836aad7993a686_181) | | | [76](#i34bbb3cd5b9140e682836aad7993a686_181) | | |

| 10. | | | [Goodwill](#i34bbb3cd5b9140e682836aad7993a686_193) | | | [78](#i34bbb3cd5b9140e682836aad7993a686_193) | | |

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

Under the supervision of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures as of 30 September [removed: 2020.][added: 2021.]

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of 30 September [removed: 2020,] [added: 2021,] the disclosure controls and procedures were effective.

Management has evaluated the effectiveness of [removed: its] [added: our] internal control over financial reporting as of 30 September [removed: 2020] [added: 2021] based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Based on that evaluation, management concluded that, as of 30 September [removed: 2020,] [added: 2021,] our internal control over financial reporting was effective.

There was no change in our internal control over financial reporting during the fourth quarter of fiscal year [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Deloitte & Touche LLP, our independent registered public accounting firm, has audited our internal control over financial reporting as of 30 September [removed: 2020.][added: 2021.]

M.

Scott Crocco, the Company’s former Executive Vice President and Chief Financial Officer, retired from the Company effective 30 September 2021.

In connection with Mr. Crocco’s retirement, the Company and Mr. Crocco entered into a project bonus and release agreement (the “Agreement”) on 18 November 2021.

Pursuant to the Agreement, Mr. Crocco will receive a lump sum payment of $1,775,000 in recognition of his significant contributions toward achieving the October 2021 financial closing of the Jazan gasification project.

The Agreement also contains a customary release of claims arising from or relating to Mr. Crocco’s service with the Company.

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

On 19 November 2020, Margaret G.

McGlynn informed the Company of her retirement from the Company’s Board of Directors, effective 23 November 2020.

Ms. McGlynn indicated that her decision to retire was not a result of any disagreement with the Company.

The information required by this item relating to our directors and nominees is incorporated herein by reference to the section captioned “The Board of Directors” in the Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: 28 January 2021.][added: 3 February 2022.]

The information required by this item relating to our executive officers is set forth in [added: Part I,] Item 1 of [removed: Part I of] this [removed: report.][added: Form 10-K.]

The information required by this item relating to our Audit and Finance Committee and our Audit and Finance Committee Financial Expert is incorporated herein by reference to the sections captioned “Board Structure–Standing Committees of the Board” in the Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: 28 January 2021.][added: 3 February 2022.]

The information required by this item relating to our procedures regarding the consideration of candidates recommended by shareholders and a procedure for submission of such candidates is incorporated herein by reference to the section captioned “The Board of Directors–Selection of Directors” in the Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: 28 January 2021.][added: 3 February 2022.]

The information required by [removed: the] [added: this] item relating to Section 16(a) Beneficial Ownership Reporting Compliance is incorporated herein by reference to the section captioned “Section 16(a) Beneficial Ownership Reporting” in the Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: 28 January 2021.][added: 3 February 2022.]

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

The information required by this item is incorporated herein by reference to the sections captioned “Executive Compensation” and “Compensation of Directors” in the Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: 28 January 2021.][added: 3 February 2022.]

The information required by this item is incorporated herein by reference to the sections captioned "Information About Stock Ownership" and “Equity Compensation Plan Information” in the Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: 28 January 2021.][added: 3 February 2022.]

The information required by this item is incorporated herein by reference to the sections captioned “The Board of Directors–Director Independence” and “Board Practices, Processes and Policies–Transactions with Related Persons” in the Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: 28 January 2021.][added: 3 February 2022.]

The information required by this item is incorporated herein by reference to the section captioned “Fees of Independent Registered Public Accounting Firm” in the Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: 28 January 2021.][added: 3 February 2022.]

[Table of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)

| (a) The documents below are filed as a part of this report: | | | | | | [removed: | | |]

| (1) [removed: | | |] *Financial Statements.* The following is a list of the Consolidated Financial Statements of Air Products and Chemicals, Inc. and its subsidiaries included in [removed: Item 8 of] Part [removed: II of this report:] [added: II, Item 8. Financial Statements and Supplementary Data:] | | | | | |

| [removed: | | |] [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i34bbb3cd5b9140e682836aad7993a686_112)] [added: Firm](#i8a533bac4083415496e38063318830c4_121)] | | | [removed: [52](#i34bbb3cd5b9140e682836aad7993a686_112)] [added: [50](#i8a533bac4083415496e38063318830c4_121)] | | |

| [removed: | | |] [Consolidated Income Statements – [added: Fiscal] Years Ended 30 September [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i34bbb3cd5b9140e682836aad7993a686_118)] [added: 2019](#i8a533bac4083415496e38063318830c4_127)] | | | [removed: [56](#i34bbb3cd5b9140e682836aad7993a686_118)] [added: [53](#i8a533bac4083415496e38063318830c4_127)] | | |

| [removed: | | |] [Consolidated Comprehensive Income Statements – [added: Fiscal] Years Ended 30 September [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i34bbb3cd5b9140e682836aad7993a686_121)] [added: 2019](#i8a533bac4083415496e38063318830c4_130)] | | | [removed: [57](#i34bbb3cd5b9140e682836aad7993a686_121)] [added: [54](#i8a533bac4083415496e38063318830c4_130)] | | |

| [removed: | | |] [Consolidated Balance Sheets – 30 September [removed: 2020] [added: 2021] and [removed: 2019](#i34bbb3cd5b9140e682836aad7993a686_127)] [added: 2020](#i8a533bac4083415496e38063318830c4_133)] | | | [removed: [58](#i34bbb3cd5b9140e682836aad7993a686_127)] [added: [55](#i8a533bac4083415496e38063318830c4_133)] | | |

| [removed: | | |] [Consolidated Statements of Cash Flows – [added: Fiscal] Years Ended 30 September [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i34bbb3cd5b9140e682836aad7993a686_133)] [added: 2019](#i8a533bac4083415496e38063318830c4_136)] | | | [removed: [59](#i34bbb3cd5b9140e682836aad7993a686_133)] [added: [56](#i8a533bac4083415496e38063318830c4_136)] | | |

| [removed: | | |] [Consolidated Statements of Equity – [added: Fiscal] Years Ended 30 September [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i34bbb3cd5b9140e682836aad7993a686_136)] [added: 2019](#i8a533bac4083415496e38063318830c4_139)] | | | [removed: [60](#i34bbb3cd5b9140e682836aad7993a686_136)] [added: [57](#i8a533bac4083415496e38063318830c4_139)] | | |

| (2) [removed: | | |] *Financial Statement Schedules.* Financial statement schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements or notes thereto. | | | | | |

| (3) [removed: | | |] *Exhibits.* The exhibits filed as a part of this report as required by Item 601 of Regulation S-K are listed in the [Index to [removed: Exhibits](#i34bbb3cd5b9140e682836aad7993a686_301) located] [added: Exhibits](#i8a533bac4083415496e38063318830c4_268) beginning] on page [removed: [121](#i34bbb3cd5b9140e682836aad7993a686_301) of this report.] [added: [114](#i8a533bac4083415496e38063318830c4_268).] | | | | | |

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| | | | [Report of KPMG LLP, Independent Registered Public Accounting Firm](#i34bbb3cd5b9140e682836aad7993a686_115) | | | [55](#i34bbb3cd5b9140e682836aad7993a686_115) | | |

[Table [removed: of](#i34bbb3cd5b9140e682836aad7993a686_7) [Contents](#i34bbb3cd5b9140e682836aad7993a686_7)][added: of](#i8a533bac4083415496e38063318830c4_10) [Contents](#i8a533bac4083415496e38063318830c4_10)]

| 4.1 | | | | | | [Indenture, dated as of [added: 10] January [removed: 10,] 1995, between the Company and The Bank of New York Trust, 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 on Form S-3 filed [added: 19] January [removed: 19,] 1995, File No. 033-57357.)](http://www.sec.gov/Archives/edgar/data/2969/0000950123-95-000077.txt)* | | |

| 4.2 | | | | | | [Indenture, dated as of [added: 30] April [removed: 30,] 2020, between the Company and The Bank of New York Trust Company, N.A., as [removed: Trustee] [added: Trustee.] (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed [added: 30] April [removed: 30, 2020).](http://www.sec.gov/Archives/edgar/data/2969/000119312520127771/d923351dex41.htm)*] [added: 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000119312520127771/d923351dex41.htm)*] | | |

| 4.3 | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/2969/000000296920000049/apd-exhibit43x30sep20.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/2969/000000296921000055/apd-exhibit43x30sep21.htm)] | | |

| [removed: 10.1] [added: 10.5] | | | | | | [removed: 1990 Deferred Stock] [added: [Supplementary Pension] Plan of [removed: the Company,] [added: Air Products and Chemicals, Inc.] as [removed: amended] [added: Amended] and [removed: restated] [added: Restated] effective 1 [removed: October 1989.] [added: August 2014.] (Filed as Exhibit [removed: 10.1] [added: 10.10] to the Company’s Annual Report on Form 10-K for the fiscal year ended 30 September [removed: 1989.)*†] [added: 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514423115/d805038dex1010.htm)*†] | | |

| 10.2 | | | | | | [removed: [Annual Incentive Plan as Amended] [added: [Amended] and Restated [added: Long-Term Incentive Plan of the Company] effective 1 October [removed: 2008.] [added: 2014.] (Filed as Exhibit [removed: 10.7] [added: 10.1] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended 31 March 2009.)](http://www.sec.gov/Archives/edgar/data/2969/000095012309007169/y76075exv10w7.htm)*†] [added: 8-K filed on 23 September 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex101.htm)*†] | | |

| [removed: 10.3] [added: 10.10] | | | | | | [removed: [Stock Incentive Program of the Company] [added: [Senior Management Severance and Summary Plan Description] effective [added: as of] 1 October [removed: 1996.] [added: 2017.] (Filed as Exhibit [removed: 10.21] [added: 10.16] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the fiscal year ended 30 September [removed: 2002.)](http://www.sec.gov/Archives/edgar/data/2969/000000296902000029/exhibit10-21.txt)*†] [added: 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000000296917000039/apd-exhibit1016x9302017.htm)*†] | | |

| [removed: 10.4] [added: 10.1] | | | | | | [Deferred Compensation Program for Directors, effective 7 October 2019. (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for quarter ended 31 December 2019.)](http://www.sec.gov/Archives/edgar/data/2969/000000296920000010/apd-exhibit101x31dec19.htm)*† | | |

| [removed: 10.5] [added: 10.6] | | | | | | [removed: [Amended] [added: [Deferred Compensation Plan as Amended] and Restated [removed: Long-Term Incentive Plan of the Company] effective 1 [removed: October 2014.] [added: January 2018.] (Filed as Exhibit [removed: 10.1] [added: 10.5] to the [removed: Company’s Current] [added: Company's Quarterly] Report on Form [removed: 8-K filed on 23 September 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex101.htm)*†] [added: 10-Q for the quarter ended 31 December 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000000296918000014/apd-exhibit105x12312017.htm)*†] | | |

| [removed: 10.5(a)] [added: 10.3(b)] | | | | | | [Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2019] [added: FY2021] awards. (Filed as Exhibit [removed: 10.1] [added: 10.2] to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2018.)](http://www.sec.gov/Archives/edgar/data/2969/000000296919000014/apd-exhibit101x31dec18.htm)*†] [added: 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000012/apd-exhibit102x31dec20.htm)*†] | | |

| [removed: 10.5(b)] [added: 10.2(b)] | | | | | | [Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2019] [added: FY2020] awards. (Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 [removed: December 2018.)](https://www.sec.gov/Archives/edgar/data/2969/000000296919000014/apd-exhibit102x31dec18.htm)*†] [added: March 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000000296920000019/apd-exhibit102x31mar20.htm)*†] | | |

| [removed: 10.5(c)] [added: 10.3(a)] | | | | | | [removed: [Restricted] [added: [Form of Restricted] Stock Unit [removed: Retention] Award Agreement [removed: dated 3 December 2018] under the Long-Term Incentive Plan of the [removed: Company.] [added: Company, used for FY2021 awards.] (Filed as Exhibit [removed: 10.3] [added: 10.1] to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2018.)](http://www.sec.gov/Archives/edgar/data/2969/000000296919000014/apd-exhibit103x31dec18.htm)*†] [added: 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000012/apd-exhibit101x31dec20.htm)*†] | | |

| [removed: 10.5(d)] [added: 10.2(a)] | | | | | | [Form of Restricted Stock [added: Unit] Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2020 awards. (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 March 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000000296920000019/apd-exhibit101x31mar20.htm)*† | | |

| [removed: 10.5(e)] [added: 10.13] | | | | | | [removed: [Form of Performance Share Award Agreement under the Long-Term Incentive Plan] [added: [Revolving Credit](http://www.sec.gov/Archives/edgar/data/2969/000000296921000025/apd-exhibit101x31mar21.htm) [Agreement](http://www.sec.gov/Archives/edgar/data/2969/000000296921000025/apd-exhibit101x31mar21.htm) [](http://www.sec.gov/Archives/edgar/data/2969/000000296921000025/apd-exhibit101x31mar21.htm)[dated as] of [removed: the Company, used for FY2020 awards.] [added: 31 March](http://www.sec.gov/Archives/edgar/data/2969/000000296921000025/apd-exhibit101x31mar21.htm) [2021](http://www.sec.gov/Archives/edgar/data/2969/000000296921000025/apd-exhibit101x31mar21.htm) [for $2,500,000,000.] (Filed as Exhibit [removed: 10.2] [added: 10.1] to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended 31 [removed: March 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000000296920000019/apd-exhibit102x31mar20.htm)*†] [added: March](http://www.sec.gov/Archives/edgar/data/2969/000000296921000025/apd-exhibit101x31mar21.htm) [2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000025/apd-exhibit101x31mar21.htm)*] | | |

| [removed: 10.6] [added: 10.4] | | | | | | [Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 November 2017 with provisions effective 1 January 2018. (Filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000000296918000014/apd-exhibit104x12312017.htm)*† | | |

| [removed: 10.6(a)] [added: 10.4(a)] | | | | | | [Amendment No. 1 to the Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 November 2017 with provisions effective 1 January 2018. (Filed as Exhibit 10.6(a) to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September [removed: 2018).](http://www.sec.gov/Archives/edgar/data/2969/000000296918000044/apd-exhibit106ax30sep2.htm) *†] [added: 2018](http://www.sec.gov/Archives/edgar/data/2969/000000296918000044/apd-exhibit106ax30sep2.htm)[.](http://www.sec.gov/Archives/edgar/data/2969/000000296918000044/apd-exhibit106ax30sep2.htm)[)](http://www.sec.gov/Archives/edgar/data/2969/000000296918000044/apd-exhibit106ax30sep2.htm)*†] | | |

| [removed: 10.6(b)] [added: 10.4(b)] | | | | | | [Amendment No. 2 to the Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 January 2019. (Filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2018.)](http://www.sec.gov/Archives/edgar/data/2969/000000296919000014/apd-exhibit104x31dec18.htm)*† | | |

| [removed: 10.6(c)] [added: 10.4(c)] | | | | | | [Amendment No. 3 to the Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 January 2019. (Filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2018.)](http://www.sec.gov/Archives/edgar/data/2969/000000296919000014/apd-exhibit105x31dec18.htm)*† | | |

| [removed: 10.6(d)] [added: 10.4(d)] | | | | | | [Amendment No. 4 to the Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 August 2019. (Filed as Exhibit 10.6D to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September [removed: 2019.)](http://www.sec.gov/Archives/edgar/data/2969/000000296919000051/apd-exhibit106dx30sep19.htm).*†] [added: 2019.)](http://www.sec.gov/Archives/edgar/data/2969/000000296919000051/apd-exhibit106dx30sep19.htm)*†] | | |

| [removed: 10.6(e)] [added: 10.4(e)] | | | | | | [Amendment No. 5 to the Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 August 2019. (Filed as Exhibit 10.6E to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2019.)](http://www.sec.gov/Archives/edgar/data/2969/000000296919000051/apd-exhibit106ex30sep19.htm)*† | | |

| [removed: 10.7] [added: 10.5(b)] | | | | | | [removed: [Supplementary] [added: [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 [added: 1] August [removed: 1,] 2014. (Filed as Exhibit [removed: 10.10] [added: 10.7(b)] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for [removed: the] fiscal year ended 30 September [removed: 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514423115/d805038dex1010.htm)*†] [added: 2016.)](http://www.sec.gov/Archives/edgar/data/2969/000119312516773346/d271291dex107b.htm)*†] | | |

| [removed: 10.7(a)] [added: 10.5(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 Annual Report on Form 10-K for the fiscal year ended 30 September 2015.)](http://www.sec.gov/Archives/edgar/data/2969/000119312515386399/d69855dex1010a.htm)*† | | |

| [removed: 10.7(b)] [added: 10.5(c)] | | | | | | [Amendment No. [removed: 2] [added: 3] dated as of [removed: 30 September 2016] [added: 26 July 2017] to the Supplementary Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated effective 1 August [removed: 2014. (Filed] [added: 2017.(Filed] as Exhibit [removed: 10.7(b)] [added: 10.7(c)] to the Company's Annual Report on Form 10-K for [added: the] fiscal year ended 30 September [removed: 2016.)](http://www.sec.gov/Archives/edgar/data/2969/000119312516773346/d271291dex107b.htm)*†] [added: 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000000296917000039/apd-exhibit107cx9302017.htm)*†] | | |

| [removed: 10.7(c)] [added: 10.7] | | | | | | [removed: [Amendment No. 3 dated as of 26 July 2017 to the Supplementary Pension Plan of Air] [added: [Air] Products and Chemicals, Inc. [added: Executive Separation Program] as [removed: Amended and Restated] [added: amended] effective [removed: 1 August 2017.(Filed] as [added: of 20 July 2018. (Filed as] Exhibit [removed: 10.7(c)] [added: 10.10] to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September [removed: 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000000296917000039/apd-exhibit107cx9302017.htm)*†] [added: 2018.)](http://www.sec.gov/Archives/edgar/data/2969/000000296919000029/apd-exhibit101x31mar19.htm)*†] | | |

| [removed: 10.8] [added: 10.4(f)] | | | | | | [removed: [Deferred Compensation] [added: [Amendment No. 6 to the Air Products and Chemicals, Inc. Retirement Savings] Plan as [removed: Amended] [added: amended] and [removed: Restated] [added: restated] effective [removed: 1] [added: 28] January [removed: 2018.] [added: 2021.] (Filed as Exhibit [removed: 10.5] [added: 10.2] to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 [removed: December 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000000296918000014/apd-exhibit105x12312017.htm)*†] [added: March 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000025/apd-exhibit102x31mar21.htm)*†] | | |

| [removed: 10.10] [added: 10.4(g)] | | | | | | [removed: [Air] [added: [Amendment No. 7 to the Air] Products and Chemicals, Inc. [removed: Executive Separation Program] [added: Retirement Savings Plan] as amended [added: and restated] effective [removed: as of 20 July 2018.] [added: 1 January 2020.] (Filed as Exhibit [removed: 10.10] [added: 10.3] to the Company's Annual Report on Form 10-K for the fiscal year ended [removed: 30 September 2018.)](http://www.sec.gov/Archives/edgar/data/2969/000000296919000029/apd-exhibit101x31mar19.htm)*†] [added: 31 March 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000025/apd-exhibit103x31mar21.htm)*†] | | |

| [removed: 10.11] [added: 10.8] | | | | | | [Form of Change in Control Severance Agreement for an Executive Officer. (filed as Exhibit 10.2 of the Company's Current Report on Form 8-K dated 23 September 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex102.htm)*† | | |

| [removed: 10.12] [added: 10.11] | | | | | | [Compensation [removed: Program] [added: Programs] for [removed: Non-Employee] [added: Nonemployee] Directors effective [removed: 1 July 2017.] [added: 26 November 2019.] (Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: 30 June 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000000296917000031/apd-exhibit102x6302017.htm)*†] [added: 31 December 2019.)](http://www.sec.gov/Archives/edgar/data/2969/000000296920000010/apd-exhibit102x31dec19.htm)*†] | | |

| [removed: 10.13] [added: 10.9(a)] | | | | | | [removed: [Air] [added: [Amendment to Employment Agreement, dated 21 May 2020, between Air] Products and Chemicals, Inc. [removed: Corporate Executive Committee Retention Agreements effective as of 10 January 2014.] [added: and Seifollah Ghasemi.] (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K [removed: dated 15 January 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514012144/d657812dex101.htm)*†] [added: filed 21 May 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000119312520148715/d932839dex101.htm)*†] | | |

| [removed: 10.14] [added: 10.9] | | | | | | [Amended and Restated Employment Agreement dated 14 November 2017, between the Company and Seifollah Ghasemi. (Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed 14 November 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000119312517342591/d483444dex101.htm)*† | | |

| [removed: 21] [added: 21.1] | | | | | | [Subsidiaries of the [removed: registrant.](https://www.sec.gov/Archives/edgar/data/2969/000000296920000049/apd-exhibit21x30sep20.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/2969/000000296921000055/apd-exhibit211x30sep21.htm)] | | |