Air Products & Chemicals (APD) 10-K risk factor changes: FY2023 vs FY2022

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

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

In addition, reduced demand could depress sales, [removed: reduce] [added: decrease] our margins, constrain our operating flexibility or reduce efficient utilization of our manufacturing capacity, or result in charges which are unusual or nonrecurring.

[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: 2022, over] [added: 2023, approximately] 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, [removed: particularly in markets] such as China, India, [removed: Indonesia,] and the Middle East, and involve significantly larger and more complex projects, including gasification and large-scale hydrogen projects, some in regions where there is the potential for significant economic and political disruptions.

[removed: Risks] [added: Risks] related to the approval, execution, and operation of our projects, particularly with respect to our largest projects, may adversely affect our operations or financial [removed: results.][added: results.]

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

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

[removed: In some cases, delays and additional costs may be substantial, and we] [added: We also] may be required to cancel a project and/or compensate the customer for the [removed: delay.][added: delay, which may also cause us to incur material costs that we may be unable to recover.]

[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, manage our joint ventures, 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.]

Security breaches of our systems (or the systems of our customers, suppliers or other business partners) could result in the misappropriation, destruction or unauthorized [added: access or] disclosure of confidential information or personal data belonging to us or to our employees, partners, customers or suppliers, and may subject us to legal liability.

[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, inflation and energy price fluctuations [removed: could materially impact] [added: have impacted] our revenues and [removed: earnings.][added: earnings and may continue to do so in the future.]

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

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

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

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

[removed: Legislative,] [added: Legislative,] regulatory, societal, and market efforts to address global climate change may impact our business and create financial [removed: risk.][added: risk.]

To make the high volumes of hydrogen needed by our customers, we [removed: use] [added: have historically used] steam methane [removed: reforming,] [added: reforming to produce hydrogen without carbon capture (i.e., "gray hydrogen"),] which [removed: produces] [added: results in the emission of] carbon dioxide.

Some of our operations are within jurisdictions that have or are developing regulatory regimes governing [added: disclosure of] GHG emissions, including CO2, [added: such as the European Union's CSRD, California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, and similar regulations under consideration by the SEC,] which may lead to direct and indirect costs on our operations.

Although uncertain, these developments could increase our costs related to consumption of electric power, hydrogen [removed: production] [added: production,] and application of our gasification [removed: technology.][added: technology, although these developments may be mitigated by our growth strategy focused on world-scale clean hydrogen projects.]

Any legislation or governmental action that limits or taxes GHG emissions could negatively impact our growth, increase our operating costs, or reduce demand for certain of our [removed: products.][added: products, particularly for our core industrial gases business.]

[removed: Our] [added: Our] operations may present a safety risk to our [removed: employees.][added: employees.]

[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.]

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

[removed: Inability] [added: Inability] to compete effectively in a segment could adversely impact sales and financial [removed: performance.][added: performance.]

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We have in the past and may in the future encounter difficulties related to the development of projects that may result in delays, scope changes and additional costs.

In some cases, delays and additional costs may be substantial and could have a material adverse effect on our financial condition and results of operations.

In addition, several of our large-scale projects are being built before finalization of offtake agreements, which may create uncertainty regarding future pricing and other commercial terms.

If we are unable to enter into favorable commercial agreements with prospective customers, our projected returns could be adversely impacted, which may harm our business and financial performance.

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We could also face scrutiny from stakeholders regarding our reporting under various frameworks for disclosing GHG emissions-related data, including those we use currently in our sustainability reporting.

If our GHG emissions-related data, processes, and reporting are incomplete or inaccurate, or if we fail to comply with relevant reporting frameworks from newly emerging regulations, we may incur monetary penalties and reputational harm, and we could become subject to litigation or government investigations, which may also adversely affect our reputation and business.

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In addition, our growth strategy is partially dependent on a regulatory environment that favors technologies focused on limiting the impact of climate change, in particular toward the production and distribution of clean hydrogen.

For example, we anticipate benefits from tax incentives created by the U.S. Inflation Reduction Act of 2022 for carbon sequestration and clean hydrogen production in future years once our projects in these areas come on-stream in the U.S. If there is a reversal in the regulatory environment or a discontinuation or reduction of incentives or benefits for the development of technologies limiting the impact of climate change, particularly those focused on low- and zero-carbon hydrogen production, demand for our products may be less than we anticipate and certain projects and our long-term growth strategy could be adversely affected, which could adversely affect our business and financial performance.

Our business depends on our ability to attract, develop, engage, and retain qualified employees.

Our success depends on our ability to attract, develop, engage, and retain employees with the skills necessary to our business.

Competitive labor market conditions have resulted in increased demand for qualified personnel, which makes it difficult to attract, hire, and retain employees with specialized technical experience.

In addition, the increasing number of experienced employees becoming retirement-eligible and our company headcount growth further amplify this challenge.

The number of our employees has grown both internationally and in the United States, with our total headcount increasing from approximately 16,300 at the end of fiscal 2018 to approximately 23,000 at the end of fiscal 2023.

Our results of operations have been and in the future could be adversely affected by increased costs due to increased competition for skilled talent in the market.

In addition, increased turnover and decreased tenure of employees may impact productivity, costs, and organizational culture.

We undertake significant efforts to hire, engage, and retain our employees and to effectively manage workforce costs, even with rapid political, social, and economic shifts in our markets.

If these efforts are unsuccessful, our growth may be limited and we may suffer financial or reputational harm that could have a material adverse effect on our business, financial condition, or results of operations.

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

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

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

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

These effects may be exacerbated by actions by health or other governmental authorities to attempt to reduce the transmission of COVID-19.

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

We may not be able to recover any of these costs.

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

The United Kingdom’s (“UK”) exit from European Union (“EU”) membership could adversely affect our European Operations.

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.

Any of these factors could adversely affect customer demand, our relationships with customers and suppliers, and our European business overall.

| [Business [removed: Overview](#i3e0489144d384b6fb24d98993cd45ebe_52)] [added: Overview](#i4d625662c329411fbec3449fce3cd3a4_49)] | | | [removed: [22](#i3e0489144d384b6fb24d98993cd45ebe_52)] [added: [23](#i4d625662c329411fbec3449fce3cd3a4_49)] | | |

| [Results of [removed: Operations](#i3e0489144d384b6fb24d98993cd45ebe_61)] [added: Operations](#i4d625662c329411fbec3449fce3cd3a4_61)] | | | [removed: [25](#i3e0489144d384b6fb24d98993cd45ebe_61)] [added: [26](#i4d625662c329411fbec3449fce3cd3a4_61)] | | |

| [Reconciliations of Non-GAAP Financial [removed: Measures](#i3e0489144d384b6fb24d98993cd45ebe_67)] [added: Measures](#i4d625662c329411fbec3449fce3cd3a4_64)] | | | [removed: [35](#i3e0489144d384b6fb24d98993cd45ebe_67)] [added: [33](#i4d625662c329411fbec3449fce3cd3a4_64)] | | |

| [Liquidity and Capital [removed: Resources](#i3e0489144d384b6fb24d98993cd45ebe_85)] [added: Resources](#i4d625662c329411fbec3449fce3cd3a4_82)] | | | [removed: [41](#i3e0489144d384b6fb24d98993cd45ebe_85)] [added: [39](#i4d625662c329411fbec3449fce3cd3a4_82)] | | |

| [Pension [removed: Benefits](#i3e0489144d384b6fb24d98993cd45ebe_91)] [added: Benefits](#i4d625662c329411fbec3449fce3cd3a4_85)] | | | [removed: [44](#i3e0489144d384b6fb24d98993cd45ebe_91)] [added: [43](#i4d625662c329411fbec3449fce3cd3a4_85)] | | |

| [Critical Accounting Policies and [removed: Estimates](#i3e0489144d384b6fb24d98993cd45ebe_109)] [added: Estimates](#i4d625662c329411fbec3449fce3cd3a4_91)] | | | [removed: [46](#i3e0489144d384b6fb24d98993cd45ebe_109)] [added: [44](#i4d625662c329411fbec3449fce3cd3a4_91)] | | |

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.][added: Report on Form 10-K.]

[removed: Our Management's Discussion and Analysis] [added: This discussion] should be read in conjunction with the consolidated financial statements and the accompanying notes contained in this Annual [removed: Report.][added: Report on Form 10-K.]

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

These reconciliations and explanations regarding the use of non-GAAP measures are presented under the [removed: heading] “*Reconciliations of Non-GAAP Financial Measures*” [added: section] beginning on page [removed: [35](#i3e0489144d384b6fb24d98993cd45ebe_67).][added: [33](#i4d625662c329411fbec3449fce3cd3a4_64).]

[removed: Comparisons for all other sections within this Management’s Discussion and Analysis are for] [added: A discussion of changes from] fiscal [removed: years] [added: year 2021 to fiscal year] 2022 [removed: vs. 2021, while] [added: and other financial information related to] fiscal year 2021 [removed: vs. 2020 comparisons are] [added: is] available [removed: within] [added: in] [Part II, Item [removed: 7,](http://www.sec.gov/Archives/edgar/data/2969/000000296921000055/apd-20210930.htm#i8a533bac4083415496e38063318830c4_46)] [added: 7,](http://www.sec.gov/ix?doc=/Archives/edgar/data/2969/000000296922000054/apd-20220930.htm#i3e0489144d384b6fb24d98993cd45ebe_49)] *[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](http://www.sec.gov/Archives/edgar/data/2969/000000296921000055/apd-20210930.htm#i8a533bac4083415496e38063318830c4_46)*,] [added: Operations](http://www.sec.gov/ix?doc=/Archives/edgar/data/2969/000000296922000054/apd-20220930.htm#i3e0489144d384b6fb24d98993cd45ebe_49)*,] of our Annual Report on Form 10-K for the fiscal year ended 30 September [removed: 2021,] [added: 2022,] which was filed with the SEC on [removed: 18] [added: 22] November [removed: 2021.][added: 2022.]

For information concerning activity with our related parties, refer to Note [removed: 22,] [added: 24,] *Supplemental Information*, to the consolidated financial statements.

[added: Founded in 1940,] Air Products and Chemicals, [removed: Inc.,] [added: Inc. is] a [removed: Delaware corporation originally founded in 1940,] [added: world-leading industrial gases company that] has built a reputation for its innovative culture, operational excellence, and commitment to safety and the environment.

[removed: Our] [added: Approximately 23,000] passionate, talented, and committed employees [removed: are] from diverse [removed: backgrounds, but] [added: backgrounds together] are driven by [removed: our] [added: Air Products’] higher purpose to create innovative solutions that benefit the environment, enhance sustainability, and [added: reimagine what is possible to] address the challenges facing customers, communities, and the world.

[removed: Focused on energy, environmental,] [added: Our core business provides essential gases, related equipment,] and [removed: emerging markets, we serve] [added: applications expertise to] customers in dozens of industries, including refining, chemicals, metals, electronics, manufacturing, medical, and food.

We also develop, engineer, build, own, and operate some of the [removed: world's] [added: world’s] largest [removed: industrial gas and carbon-capture projects, supplying] clean hydrogen [added: projects] that will support [removed: global transportation, industrial markets, and] the [removed: broader energy] transition [removed: away from fossil fuels.][added: to low- and zero-carbon energy in the heavy-duty transportation and industrial sectors.]

[removed: - Americas;][added: Americas]

[removed: - Asia;][added: Asia]

[removed: - Europe;][added: Europe]

[removed: -] Middle East and [removed: India; and][added: India]

[removed: -] Corporate and other

[removed: Refer] [added: For additional information regarding our supply modes and business segments, refer] to Note [removed: 23,] [added: 6, *Revenue Recognition*, and Note 25,] *Business Segment and Geographic Information*, to the consolidated financial [removed: statements for additional details on our reportable business segments.][added: statements.]

[removed: Our on-site business continued to provide stable cash flow due] [added: Due] to the structure of our contracts, which generally contain fixed monthly charges and/or minimum purchase [removed: requirements.][added: requirements, our on-site business generates stable cash flow and consistently contributes about half our total sales, regardless of the economic environment.]

[removed: We shared the cash flows generated during] [added: In] fiscal year [removed: 2022 with] [added: 2023, we increased] our [removed: investors by increasing the quarterly] dividend [removed: on our common stock] to [removed: $1.62] [added: $1.75] per share, representing an 8% increase, or [removed: $0.12] [added: $0.13] per share, from the previous dividend of [removed: $1.50] [added: $1.62] per share.

Fiscal Year [removed: 2022] [added: 2023] Highlights

[removed: -] Sales of [removed: $12,698.6] [added: $3.2 billion] increased [removed: 23%,] [added: 2%,] or [removed: $2,375.6,] [added: $72.8,] due to higher [added: volumes of 3%, positive pricing of 3%, and higher] energy cost pass-through to customers of [removed: 13%, higher volumes of 8%, and higher pricing of 6%,] [added: 2%,] partially offset by unfavorable currency [removed: of 4% due to the strengthening] [added: impacts] of [removed: the U.S. Dollar.][added: 6%.]

- Operating income of [removed: $2,338.8] [added: $2.5 billion] increased [removed: 3%,] [added: 7%,] or [removed: $57.4,] [added: $155.8,] as our pricing actions and higher volumes [removed: overcame unfavorable costs, including the loss on the divestiture of our Russia business,] [added: were partially offset by higher costs] and [added: unfavorable] currency.

Operating margin of [removed: 18.4% decreased 370 basis points (bp)] [added: 26.8% increased 490 bp] from [added: 21.9% in] the prior [removed: year,] [added: year] primarily due to [removed: higher] [added: favorable pricing and lower] energy cost pass-through to [removed: customers and unfavorable] [added: customers, partially offset by higher] costs.

[removed: - Net income] [added: Adjusted EBITDA] of [removed: $2,266.5] [added: $4.7 billion] increased [removed: 7%,] [added: 11%,] or [removed: $151.6,] [added: $454.8,] primarily due to higher pricing, net of power and fuel costs, [removed: higher volumes, and higher equity affiliates' income driven by JIGPC,] partially offset by higher costs.

- Diluted EPS of [removed: $10.08] [added: $10.30] increased [removed: 11%,] [added: 2%,] or [removed: $0.96] [added: $0.22] per share, and adjusted diluted EPS of [removed: $10.41] [added: $11.51] increased [removed: 15%,] [added: 12%,] or [removed: $1.39] [added: $1.26] per share.

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

| Fiscal Year Ended 30 September | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | Increase (Decrease) | | |

| Total Diluted EPS | | | [removed: $10.14] [added: $10.33] | | | [removed: $9.43] [added: $10.14] | | | [removed: $0.71] [added: $0.19] | | |

| Less: Diluted EPS from income from discontinued operations | | | [removed: 0.06] [added: 0.03] | | | [removed: 0.32] [added: 0.06] | | | [removed: (0.26)] [added: (0.03)] | | |

| Diluted EPS From Continuing Operations | | | [removed: $10.08] [added: $10.30] | | | [removed: $9.12] [added: $10.08] | | | [removed: $0.96] [added: $0.22] | | |

| Volume | | | [added: 3] | | [added: %] | | | | [removed: $0.80] | | |

| Price, net of variable costs | | | | | | | | | [removed: 0.81] [added: 2.39] | | |

| Other costs | | | | | | | | | [removed: (0.84)] [added: (1.11)] | | |

| Currency | | | [added: (3] | | [added: %)] | | | | [removed: (0.24)] | | |

[removed: |] Business and [removed: asset actions | | | | | | | | | (0.27) | | |][added: Asset Actions]

| [2023 in Summary](#i4d625662c329411fbec3449fce3cd3a4_52) | | | [23](#i4d625662c329411fbec3449fce3cd3a4_52) | | |

| [Outlook](#i4d625662c329411fbec3449fce3cd3a4_58) | | | [26](#i4d625662c329411fbec3449fce3cd3a4_58) | | |

Comparisons included in the discussion that follows are for fiscal year 2023 versus ("vs.") fiscal year 2022.

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Our products and services enable our customers to improve their environmental performance, product quality, and productivity.

Additionally, we are the world leader in the supply of LNG process technology and equipment and provide turbomachinery, membrane systems, and cryogenic containers globally.

For additional information on our product and service offerings, including production, distribution, and end use, refer to Item 1, *Business*, of this Annual Report on Form 10-K.

Air Products conducts business in approximately 50 countries and regions throughout the world.

Our industrial gases business is organized and operated regionally in the Americas, Asia, Europe, and Middle East and India segments and generates the majority of our sales via our on-site and merchant supply modes.

Our Corporate and other segment includes the results of our sale of equipment businesses, costs for corporate support functions and global management activities, and other income and expenses not directly associated with the regional segments, such as foreign exchange gains and losses.

2023 IN SUMMARY

In fiscal year 2023, we achieved earnings growth through pricing discipline in our merchant business as well as improved on-site volumes, including higher demand for hydrogen, despite inflation, higher maintenance activities, and higher costs to support our long-term strategy.

We also recognized higher income from our equity affiliates due to the contribution of the second phase of the Jazan gasification and power project and positive results from other unconsolidated joint ventures across the regions.

Additionally, we successfully secured capital to fund low- and zero-carbon hydrogen growth projects.

In March, we issued our inaugural green bonds in concurrent $600 and €700 million debt offerings, making Air Products the first U.S. chemical company to qualify green and blue hydrogen projects as an eligible expenditure category.

Additionally, in May, our NEOM Green Hydrogen Company joint venture completed financial close on the world’s largest green hydrogen-based ammonia production facility, securing $6.1 billion of non-recourse financing from local, regional, and international banks and financial institutions.

This funding is an important strategic milestone that will allow us to continue executing projects that will accelerate the energy transition while creating long-term value for our shareholders.

In addition to investing in high return projects, we believe creating shareholder value includes paying quarterly cash dividends on our common stock, which we have increased for 41 consecutive years.

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Additionally, we recorded higher charges for business and asset actions in fiscal year 2023 compared to fiscal year 2022.

Operating margin of 19.8% increased 140 basis points ("bp") from 18.4% in the prior year, which included a positive impact from lower energy cost pass-through to customers in 2023.

- Equity affiliates' income of $604.3 increased 26%, or $122.8, primarily due to a higher contribution from the Jazan Integrated Gasification and Power Company ("JIGPC") joint venture, which completed the second phase of the asset purchase associated with the Jazan gasification and power project in January 2023, as well as higher income from our affiliates in Italy and Mexico.

The prior year included recognition of the remaining deferred profit associated with air separation units previously sold to Jazan Gas Project Company, which was partially offset by an impairment charge related to two small affiliates in our Asia segment.

- Net income of $2.3 billion increased 3%, or $72.1, primarily due to favorable pricing, net of power and fuel costs, partially offset by a charge for business and asset actions, higher non-service pension costs, and higher other costs.

Net income margin of 18.6% increased 80 bp from 17.8% in the prior year, which included a positive impact from lower energy cost pass-through.

- Adjusted EBITDA of $4.7 billion increased 11%, or $454.8, and adjusted EBITDA margin of 37.3% increased 390 bp from 33.4% in the prior year.

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

| Non-service pension cost/benefit, net | | | | | | | | | (0.44) | | |

| Weighted average diluted shares | | | | | | | | | (0.01) | | |

The table below summarizes the diluted per share impact of our non-GAAP adjustments in fiscal years 2023 and 2022:

| Fiscal Year Ended 30 September | | | 2023 | | | 2022 | | | Increase (Decrease) | | |

| Diluted EPS From Continuing Operations | | | $10.30 | | | $10.08 | | | $0.22 | | |

| Non-service pension cost (benefit), net | | | 0.29 | | | (0.15) | | | 0.44 | | |

| % Change from prior year | | | | | | | | | 12 | | % |

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

The first pillar of our two-pillar growth strategy is our core industrial gas business, which is supported by a consistent stream of revenue due to the structure of our on-site contracts.

We expect new on-site projects, including the natural gas-to-syngas processing facility in Uzbekistan, as well as several new LNG sale of equipment projects to contribute to our results in 2024.

To mitigate the impact of ongoing inflationary pressures, we are focused on actions we can control, such as maintaining pricing discipline in our merchant business.

Additionally, we expect to see cost improvement in certain areas of our organization as a result of strategic business actions taken earlier in 2023.

The second pillar of our strategy is our blue and green hydrogen projects, many of which are already under execution.

| [2022 in Summary](#i3e0489144d384b6fb24d98993cd45ebe_55) | | | [22](#i3e0489144d384b6fb24d98993cd45ebe_55) | | |

| [2023 Outlook](#i3e0489144d384b6fb24d98993cd45ebe_58) | | | [25](#i3e0489144d384b6fb24d98993cd45ebe_58) | | |

Comparisons included within the "Results of Operations" section below are for fiscal years 2022 versus ("vs.") 2021 and 2021 vs. 2020.

We have updated our segment information to reflect the reorganization of our reporting segments effective 1 October 2021.

We provide reconciliations for any adjusted measures discussed within the "Reconciliations of Non-GAAP Financial Measures" section.

Russia's Invasion of Ukraine

In the fourth quarter of fiscal year 2022, we recorded a noncash charge of $73.7 ($61.0 after tax, or $0.27 per share) associated with the divestiture of our small industrial gas business in Russia, which generated annual sales of less than $25 in our Europe segment.

During the second quarter of fiscal year 2022, we suspended construction of a plant in Ukraine.

Our ability to complete the project and recover the carrying value of the assets, which was approximately $45 as of 30 September 2022, could be impacted by future events.

Annual sales generated from our business in Ukraine were less than $5 in our Europe segment.

We offer a unique portfolio of products, services, and solutions that include atmospheric gases, process and specialty gases, equipment, and related services.

Our gases, equipment, and applications expertise enable our customers to improve their sustainability performance by increasing productivity, producing better quality products, reducing energy use, and lowering emissions.

We have built leading positions in several growth markets, such as hydrogen, helium, and liquefied natural gas ("LNG") process technology and equipment, and provide turbomachinery, membrane systems, and cryogenic containers globally.

With operations in over 50 countries, in fiscal year 2022 we had sales of $12.7 billion and assets of $27.2 billion.

During the fiscal year ended 30 September 2022, we managed our operations, assessed performance, and reported earnings under the following five reporting segments:

This Management’s Discussion and Analysis discusses our results based on these operations.

2022 IN SUMMARY

Our fiscal year 2022 results demonstrate our employees' commitment to excellence and service to our customers as our earnings grew despite economic headwinds.

These contracts also protected us from energy price fluctuations, particularly in Europe, due to pass-through provisions that allow us to recover the cost of energy.

Our merchant business also successfully implemented pricing actions to recover higher costs, including soaring energy prices, in our three largest regional segments and across most major product lines.

We also made progress on our growth strategy, including completion of an initial investment in the Jazan Integrated Gasification and Power Company ("JIGPC") joint venture.

JIGPC acquired the first phase of assets for the gasification and power project and began contributing to our results through equity affiliates' income in late October 2021.

This is the 40th consecutive year that we have increased our quarterly dividend.

Volume growth was driven by recovery in hydrogen, new assets, better merchant demand, and higher sale of equipment project activity.

In our merchant business, we successfully implemented pricing actions across the regional segments, particularly in Europe, to offset unprecedented power and fuel costs.

- Equity affiliates' income of $481.5 increased 64%, or $187.4, driven by the JIGPC joint venture.

JIGPC began contributing to our results in the Middle East and India segment in late October 2021.

Net income margin of 17.8% decreased 270 bp, primarily due to higher energy cost pass-through to customers, as unfavorable costs offset the impact of higher equity affiliates' income.

- Adjusted EBITDA of $4,247.0 increased 9%, or $363.8, while adjusted EBITDA margin of 33.4% decreased 420 bp.

| Facility closure | | | | | | | | | 0.08 | | |

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

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

| Facility closure | | | — | | | 0.08 | | | (0.08) | | |

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

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

We are committed to efficiently operating and deploying capital to grow our core industrial gases business.

While global economic challenges are likely to continue in fiscal year 2023, we remain focused on pricing actions to recover higher energy costs in our merchant business, pursuing additional volume opportunities, and closely monitoring our costs.

We expect our onsite business model, which has contractual protection from energy cost fluctuations, to continue providing stable cash flow.

This business consistently generates approximately half our total company sales.

Further, we expect several new projects to contribute to our results in 2023, including the second phase of JIGPC's gasification and power project that we expect to commence in the second quarter.

For details on the types and use of these derivative instruments and related major accounting policies, refer to Note 1, *Basis of Presentation and Major Accounting Policies*, and Note [removed: 12,] [added: 14,] *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: 13,] [added: 15,] *Fair Value Measurements*, to the consolidated financial statements.

Our net financial instrument position [removed: decreased] [added: increased] from a liability of [removed: $7,850.3] [added: $6,898.6] at 30 September [removed: 2021] [added: 2022] to a liability of [removed: $6,898.6] [added: $8,990.8] at 30 September [removed: 2022.][added: 2023.]

Our debt portfolio as of 30 September [removed: 2021,] [added: 2023,] including the effect of currency and interest rate swap agreements, was composed of [removed: 89%] [added: 80%] fixed-rate debt and [removed: 11%] [added: 20%] 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: 2022,] [added: 2023,] with all other variables held constant.

A 100 bp increase in market interest rates would result in a decrease of [removed: $364] [added: $728] and [removed: $587] [added: $364] in the net liability position of financial instruments at 30 September [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

A 100 bp decrease in market interest rates would result in an increase of [removed: $425] [added: $845] and [removed: $692] [added: $425] in the net liability position of financial instruments at 30 September [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

Based on the variable-rate debt included in our debt portfolio, including the interest rate swap agreements, a 100 bp increase in interest rates would result in an additional [removed: $16] [added: $21] and [removed: $8] [added: $16] of interest incurred per year at 30 September [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

A 100 bp decline in interest rates would lower interest incurred by [removed: $16] [added: $21] and [removed: $8] [added: $16] per year at 30 September [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: $165] [added: $308] and [removed: $343] [added: $165] in the net liability position of financial instruments at 30 September [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: $45] [added: $55] and [removed: $25,] [added: $20,] respectively.

The increase was primarily due to NEOM Green Hydrogen Project financing and the issuance of U.S. Dollar- and Euro-denominated fixed-rate notes during the fiscal year.

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

The increase in sensitivity is primarily due to the issuance of Euro-denominated fixed-rate notes during the fiscal year.

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

The decrease was primarily due to the effect of higher interest rates on the fair value of U.S. Dollar- and Euro-denominated fixed-rate debt and the effect of a stronger U.S Dollar on foreign currency-denominated debt.

The increase in variable-rate debt is primarily the result of a $600 million increase in the outstanding notional of fixed-to-variable interest rate swaps.

The lower decrease or increase from a 10% strengthening or weakening, respectively, was primarily due to the origination of project cost hedges that generate losses and increase the net liability position when the functional currency strengthens or generate gains and decrease the net liability position when the functional currency weakens.

[removed: We have] [added: Air Products has] a sustainability-driven two-pillar growth strategy [removed: that includes] [added: consisting of the] expansion and efficient operation of our core industrial gases business and [added: the] execution of projects that provide world-scale clean hydrogen.

[removed: We serve] [added: Our industrial gases business provides essential gases, related equipment, and applications expertise to] customers in dozens of industries, including refining, chemicals, metals, electronics, manufacturing, medical, and food.

We also develop, engineer, build, own, and operate some of the world’s largest [removed: industrial gas and carbon-capture projects, supplying] clean hydrogen [added: projects] that will support [removed: global transportation, industrial markets, and] the [removed: broader energy] transition [removed: away from fossil fuels.][added: to low- and zero-carbon energy in the heavy-duty transportation and industrial sectors.]

[removed: We have built leading positions] [added: Additionally, we are the world leader] in [removed: several growth markets, such as hydrogen, helium, and] [added: the supply of] liquefied natural gas ("LNG") process technology and [removed: equipment,] [added: equipment] and provide turbomachinery, membrane systems, and cryogenic containers globally.

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

[removed: During the fiscal year ended 30 September 2022 (“fiscal year 2022”), we reported our continuing operations in five reporting segments under which we managed] [added: We manage] our operations, [removed: assessed] [added: assess] performance, and [removed: reported earnings:] [added: report earnings under five reportable segments:] Americas; Asia; Europe; Middle East and India; and Corporate and other.

The discussion that follows is based on [removed: those] [added: these] operations.

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

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

Our industrial gases [removed: business] [added: business, which is organized and operated regionally in the Americas, Asia, Europe, and Middle East and India segments,] produces and sells atmospheric [removed: gases,] [added: gases] such as oxygen, nitrogen, and argon; process [removed: gases,] [added: gases] such as hydrogen, helium, carbon dioxide (CO2), carbon monoxide, and syngas (a mixture of hydrogen and carbon monoxide); and specialty gases.

Atmospheric gases are produced through various air separation processes, of which cryogenic [added: distillation] is the most prevalent, while process gases are produced by methods other than air separation.

[removed: For example,] [added: To produce] hydrogen, carbon monoxide, and [removed: syngas are produced by] [added: syngas,] steam methane [removed: reforming of] [added: reformers use] natural gas [removed: and by] [added: as] the [removed: gasification of] [added: primary raw material, while gasifiers use] liquid and solid [removed: hydrocarbons.][added: hydrocarbons as the primary raw material.]

[removed: For the production of] [added: To produce] hydrogen, we purify byproduct sources obtained from the chemical and petrochemical industries.

Helium is produced as a byproduct of gases extracted from underground reservoirs, primarily natural [removed: gas, but also] [added: gas as well as] CO2 purified before resale.

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

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

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

[removed: As a result,] [added: Because helium is generally sourced globally at long distances from point of sale,] we maintain an inventory of helium [removed: stored] in our fleet of ISO containers as well as at the U.S. Bureau of Land Management underground storage facility in Amarillo, Texas, and our storage cavern near Beaumont, Texas.

We distribute gases to our [removed: sale of] [added: industrial] gas customers through different supply modes depending on various factors including the customer's volume requirements and location.

[removed: - *Liquid Bulk*—Product] [added: Liquid bulk product] is delivered in bulk in either liquid or gaseous form [removed: via] [added: 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.

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

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

We mitigate electricity, natural gas, and hydrocarbon price fluctuations contractually through pricing formulas, surcharges, [removed: and] cost pass-through [added: provisions,] and tolling arrangements.

During fiscal year [removed: 2022,] [added: 2023,] no significant difficulties were encountered in obtaining adequate supplies of power and natural gas.

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

[removed: The regional industrial gases] [added: Our reporting] segments [removed: also] include our share of the results of [removed: several] joint ventures accounted for under the equity method.

[removed: The] [added: Substantially all our equity method investments are in foreign industrial gas producers, the] largest of [removed: these joint ventures] [added: which] operate in China, India, Italy, Mexico, Saudi Arabia, South Africa, and Thailand.

Each of the regional industrial gases segments competes against three global industrial gas companies: Air Liquide S.A., [removed: Messer, and] Linde plc, [added: and Messer Group GmbH,] as well as regional competitors.

We derive a competitive advantage in locations where we have pipeline networks, which enable us to provide [added: a] reliable and economic supply of products to our larger customers.

Overall regional industrial gases sales constituted [removed: approximately 92%, 92%, and 94%] [added: over 90%] of consolidated sales in fiscal years [added: 2023,] 2022, [removed: 2021,] and [removed: 2020, respectively.][added: 2021, approximately half of which were attributable to atmospheric gases.]

The Corporate and other segment also includes [added: the results of] our LNG equipment business, our Gardner Cryogenics [removed: business fabricating] [added: business, which fabricates] helium and hydrogen transport and storage containers, and our Rotoflow business, which manufactures turboexpanders and other precision rotating equipment.

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

[removed: Sale] [added: Our sale] of equipment [added: supply mode] constituted [removed: approximately 8%, 8%, and 6%] [added: less than 10%] of consolidated sales in fiscal years [added: 2023,] 2022, [removed: 2021,] and [removed: 2020, respectively.][added: 2021.]

Through our subsidiaries, affiliates, and joint ventures accounted for using the equity method, we conduct business in approximately 50 countries [added: and regions] outside the United States.

We have [removed: majority or wholly owned] [added: controlling interests in] foreign subsidiaries that operate in Canada and approximately [removed: 20] [added: 10] countries in [removed: Europe (including the Netherlands, Poland, Spain,] [added: Latin America (primarily Chile] and [removed: the countries of the United Kingdom);] [added: Brazil);] approximately 10 countries and regions in Asia [removed: (including] [added: (primarily] China, South Korea, and Taiwan); approximately [removed: 10] [added: 25] countries in [removed: Latin America (including Brazil] [added: the Europe] and [removed: Chile); approximately five] [added: Africa region (primarily the Netherlands, the] countries [removed: in] [added: of] the [removed: Middle East (including Saudi Arabia] [added: United Kingdom,] and [removed: Israel),] [added: Spain);] and approximately five countries in [removed: Africa.][added: the Middle East, primarily Saudi Arabia.]

[removed: We] [added: As discussed under "Equity Affiliates" above, we] also own [removed: less-than-controlling] [added: non-controlling] interests in entities operating in [removed: Europe,] [added: Africa,] Asia, [added: Europe,] Latin America, [added: and] the Middle [removed: East, and Africa.][added: East.]

Financial information about our foreign operations and investments is included in Note [removed: 7,] [added: 9,] *Equity Affiliates*; Note [removed: 21,] [added: 23,] *Income Taxes*; and Note [removed: 23,] [added: 25,] *Business Segment and Geographic Information*, to the consolidated financial statements included under Item 8, below.

Information about foreign currency translation is included under “Foreign Currency” in Note 1, *Basis of Presentation and Major Accounting Policies*, and information on our exposure to currency fluctuations is included in Note [removed: 12,] [added: 14,] *Financial Instruments*, to the consolidated financial statements, included under Item 8, below, and in “Foreign Currency Exchange Rate Risk,” included under Item 7A, below.

During fiscal year [removed: 2022,] [added: 2023,] we owned approximately [removed: 674] [added: 625] United States patents, approximately [removed: 3,245] [added: 3,300] foreign patents, and were a licensee under certain patents owned by others.

Our accounting policy for environmental expenditures is discussed in Note 1, *Basis of Presentation and Major Accounting Policies*, and environmental loss contingencies are discussed in Note [removed: 16,] [added: 18,] *Commitments and Contingencies*, to the consolidated financial statements, included under Item 8, below.

Air Products and Chemicals, Inc., a Delaware corporation originally founded in 1940, is a world-leading industrial gases company that has built a reputation for its innovative culture, operational excellence, and commitment to safety and the environment.

Focused on serving energy, environmental, and emerging markets, we offer a portfolio of products and services that enables customers to improve their environmental performance, product quality, and productivity.

Our Businesses

*Production*

We have historically produced hydrogen from hydrocarbons exclusively without carbon capture (known as "gray hydrogen"); however, we are also investing in projects that are intended to create a reliable and consistent world-scale source of low-carbon hydrogen produced from hydrocarbons with carbon capture (known as “blue hydrogen”) as well as carbon-free hydrogen produced from renewable energy (known as “green hydrogen”).

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*Supply Modes*

The contracts within this supply mode generally contain fixed monthly charges and/or minimum purchase requirements with price escalation provisions that are typically based on external indices.

Our on-site supply mode generates approximately half our total company sales.

- *Merchant Gases—*Supply mode for liquid bulk and packaged gas products.

*End Use*

This produces cleaner transportation fuels that can be used with other equipment, particularly in the developing hydrogen-for-mobility markets, to significantly reduce emissions that contribute to climate change.

Many other industries that already benefit from hydrogen’s unique properties to improve quality, optimize performance, and reduce costs are also looking to hydrogen as a fuel that can help decarbonize their manufacturing processes.

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Equity Affiliates

For additional information regarding these investments, refer to Note 9, *Equity Affiliates*, to the consolidated financial statements under Item 8 below.

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

The European Union has issued the Corporate Sustainability Reporting Directive ("CSRD") and California has enacted the Climate Corporate Data Accountability Act and the Climate Related Financial Risk Act that will require reporting and third-party assurance of GHG emissions information for certain entities, and a similar proposal is under consideration by the U.S. Securities and Exchange Commission ("SEC").

Expenditures for capital projects intended to control pollution from existing operating facilities as required under current environmental regulations were not material in fiscal years 2023, 2022, and 2021.

We do not expect material expenditures for these projects in fiscal year 2024.

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As of the end of fiscal year 2023, we have committed capital of approximately $15 billion to projects intended to accelerate the energy transition, some of which are already being executed in the United States, Canada, and Saudi Arabia.

These low- and zero-carbon hydrogen and other first mover projects demonstrate our commitment to making investments that will make a meaningful difference on climate issues, allowing us to support our customers’ sustainability journeys, conserve resources, and care for our employees and communities.

Our compensation programs are generally comprised of base pay, annual variable pay (bonus), and for eligible employees, long-term incentives (stock awards under the Air Products Long-Term Incentive Plan).

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Air Products and Chemicals, Inc., a Delaware corporation originally founded in 1940, provides essential industrial gases, related equipment, and applications expertise to customers around the world.

Except as otherwise noted, the description of our business below reflects our continuing operations.

Refer to Note 5, *Discontinued Operations*, to the consolidated financial statements for activity associated with discontinued operations.

Our industrial gases business is organized and operated regionally.

Today, we primarily produce hydrogen from hydrocarbons without carbon capture.

Our newer energy transition projects are focused on producing clean hydrogen from hydrocarbons with carbon capture (known as “blue hydrogen”) as well as from renewable energy (known as “green hydrogen”).

The regional segments supply gases, related equipment, and applications in the relevant region to diversified customers in many industries, including those in refining, chemicals, metals, electronics, manufacturing, medical, and food.

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

In the United States, our packaged gas business sells products (principally helium) only for the electronics and magnetic resonance imaging industries.

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 monoxide, and syngas.

Sales of atmospheric gases constituted approximately 43%, 47%, and 47% of consolidated sales in fiscal years 2022, 2021, and 2020, respectively, while sales of tonnage hydrogen, syngas, and related products constituted approximately 28%, 22%, and 22% of consolidated sales in fiscal years 2022, 2021, and 2020, respectively.

We estimate that we spent approximately $10 million, $8 million, and $4 million in fiscal years 2022, 2021, and 2020, respectively, on capital projects reflected in continuing operations to control pollution.

Capital expenditures to control pollution are estimated to be approximately $11 million in both fiscal years 2023 and 2024.

Through our "Grow–Conserve–Care" approach to sustainability, we are growing responsibly alongside our customers through sustainability-driven opportunities, conserving resources, and caring for our employees and communities.

During fiscal 2022, we announced new sustainability goals, including a commitment to $15 billion in energy transition projects through 2027.

We are living this commitment, putting sustainability in action through our major global projects that will support the energy transition.

Inventories

Presently there are [removed: 30] [added: 27] sites on which a final settlement has not been reached where we, usually along with others, have been designated a potentially responsible party by the Environmental Protection Agency or [removed: is] [added: are] otherwise engaged in investigation or remediation, including cleanup activity at certain of [removed: its] [added: our] current and former manufacturing sites.

Additional information on our environmental exposure is included under Item 1, Business–Environmental Regulation, and Note [removed: 16,] [added: 18,] *Commitments and Contingencies*, to the consolidated financial statements.

CADE imposed a civil fine of R$179.2 million (approximately [removed: $33] [added: $36] million at 30 September [removed: 2022)] [added: 2023)] on Air Products Brasil Ltda.

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 [removed: $33] [added: $36] million at 30 September [removed: 2022)] [added: 2023)] plus interest accrued thereon until final disposition of the proceedings.

In April 2023, we received a favorable ruling from a Texas state court in litigation involving disputed energy management charges related to Winter Storm Uri, a severe winter weather storm that impacted the U.S. Gulf Coast in February 2021.

The ruling is subject to appeal and had no impact on our consolidated financial statements for the fiscal year ended 30 September 2023.

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 remain in litigation of a dispute regarding energy management services related to the impact of this 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.

| | | | For the fiscal year ended 30 September [removed: 2022] [added: 2023] | | |

[removed: ][added: ]

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

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

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

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

| 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 Act. | | | | | | | | | | | | | | | | | | [removed: | | |]

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

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

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

The aggregate market value of the voting stock held by non-affiliates of the registrant on 31 March [removed: 2022] [added: 2023] was approximately [removed: $55.3] [added: $63.6] billion.

The number of shares of common stock issued and outstanding as of 31 October [removed: 2022] [added: 2023] was [removed: 221,865,971.][added: 222,207,726.]

Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: 26] [added: 25] January [removed: 2023] [added: 2024] are incorporated by reference into Part III.

For the fiscal year ended 30 September [removed: 2022][added: 2023]

| ITEM 1. | | | [removed: [BUSINESS](#i3e0489144d384b6fb24d98993cd45ebe_19)] [added: [BUSINESS](#i4d625662c329411fbec3449fce3cd3a4_19)] | | | [removed: [5](#i3e0489144d384b6fb24d98993cd45ebe_19)] [added: [5](#i4d625662c329411fbec3449fce3cd3a4_19)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i3e0489144d384b6fb24d98993cd45ebe_22)] [added: FACTORS](#i4d625662c329411fbec3449fce3cd3a4_22)] | | | [removed: [10](#i3e0489144d384b6fb24d98993cd45ebe_22)] [added: [11](#i4d625662c329411fbec3449fce3cd3a4_22)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i3e0489144d384b6fb24d98993cd45ebe_25)] [added: COMMENTS](#i4d625662c329411fbec3449fce3cd3a4_25)] | | | [removed: [17](#i3e0489144d384b6fb24d98993cd45ebe_25)] [added: [17](#i4d625662c329411fbec3449fce3cd3a4_25)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i3e0489144d384b6fb24d98993cd45ebe_28)] [added: [PROPERTIES](#i4d625662c329411fbec3449fce3cd3a4_28)] | | | [removed: [17](#i3e0489144d384b6fb24d98993cd45ebe_28)] [added: [18](#i4d625662c329411fbec3449fce3cd3a4_28)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i3e0489144d384b6fb24d98993cd45ebe_31)] [added: PROCEEDINGS](#i4d625662c329411fbec3449fce3cd3a4_31)] | | | [removed: [18](#i3e0489144d384b6fb24d98993cd45ebe_31)] [added: [19](#i4d625662c329411fbec3449fce3cd3a4_31)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i3e0489144d384b6fb24d98993cd45ebe_34)] [added: DISCLOSURES](#i4d625662c329411fbec3449fce3cd3a4_34)] | | | [removed: [19](#i3e0489144d384b6fb24d98993cd45ebe_34)] [added: [19](#i4d625662c329411fbec3449fce3cd3a4_34)] | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i3e0489144d384b6fb24d98993cd45ebe_40)] [added: SECURITIES](#i4d625662c329411fbec3449fce3cd3a4_40)] | | | [removed: [19](#i3e0489144d384b6fb24d98993cd45ebe_40)] [added: [20](#i4d625662c329411fbec3449fce3cd3a4_40)] | | |

| ITEM 6. | | | [removed: [RESERVED](#i3e0489144d384b6fb24d98993cd45ebe_43)] [added: [RESERVED](#i4d625662c329411fbec3449fce3cd3a4_43)] | | | [removed: [20](#i3e0489144d384b6fb24d98993cd45ebe_43)] [added: [21](#i4d625662c329411fbec3449fce3cd3a4_43)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i3e0489144d384b6fb24d98993cd45ebe_49)] [added: OPERATIONS](#i4d625662c329411fbec3449fce3cd3a4_46)] | | | [removed: [21](#i3e0489144d384b6fb24d98993cd45ebe_49)] [added: [22](#i4d625662c329411fbec3449fce3cd3a4_46)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i3e0489144d384b6fb24d98993cd45ebe_115)] [added: RISK](#i4d625662c329411fbec3449fce3cd3a4_94)] | | | [removed: [51](#i3e0489144d384b6fb24d98993cd45ebe_115)] [added: [50](#i4d625662c329411fbec3449fce3cd3a4_94)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i3e0489144d384b6fb24d98993cd45ebe_118)] [added: DATA](#i4d625662c329411fbec3449fce3cd3a4_97)] | | | [removed: [53](#i3e0489144d384b6fb24d98993cd45ebe_118)] [added: [52](#i4d625662c329411fbec3449fce3cd3a4_97)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i3e0489144d384b6fb24d98993cd45ebe_229)] [added: DISCLOSURE](#i4d625662c329411fbec3449fce3cd3a4_208)] | | | [removed: [116](#i3e0489144d384b6fb24d98993cd45ebe_229)] [added: [117](#i4d625662c329411fbec3449fce3cd3a4_208)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i3e0489144d384b6fb24d98993cd45ebe_232)] [added: PROCEDURES](#i4d625662c329411fbec3449fce3cd3a4_211)] | | | [removed: [117](#i3e0489144d384b6fb24d98993cd45ebe_232)] [added: [117](#i4d625662c329411fbec3449fce3cd3a4_211)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i3e0489144d384b6fb24d98993cd45ebe_235)] [added: INFORMATION](#i4d625662c329411fbec3449fce3cd3a4_214)] | | | [removed: [117](#i3e0489144d384b6fb24d98993cd45ebe_235)] [added: [117](#i4d625662c329411fbec3449fce3cd3a4_214)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i3e0489144d384b6fb24d98993cd45ebe_241)] [added: GOVERNANCE](#i4d625662c329411fbec3449fce3cd3a4_220)] | | | [removed: [118](#i3e0489144d384b6fb24d98993cd45ebe_241)] [added: [118](#i4d625662c329411fbec3449fce3cd3a4_220)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i3e0489144d384b6fb24d98993cd45ebe_244)] [added: COMPENSATION](#i4d625662c329411fbec3449fce3cd3a4_223)] | | | [removed: [118](#i3e0489144d384b6fb24d98993cd45ebe_244)] [added: [118](#i4d625662c329411fbec3449fce3cd3a4_223)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i3e0489144d384b6fb24d98993cd45ebe_247)] [added: MATTERS](#i4d625662c329411fbec3449fce3cd3a4_226)] | | | [removed: [118](#i3e0489144d384b6fb24d98993cd45ebe_247)] [added: [118](#i4d625662c329411fbec3449fce3cd3a4_226)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i3e0489144d384b6fb24d98993cd45ebe_253)] [added: INDEPENDENCE](#i4d625662c329411fbec3449fce3cd3a4_232)] | | | [removed: [118](#i3e0489144d384b6fb24d98993cd45ebe_253)] [added: [118](#i4d625662c329411fbec3449fce3cd3a4_232)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i3e0489144d384b6fb24d98993cd45ebe_256)] [added: SERVICES](#i4d625662c329411fbec3449fce3cd3a4_235)] | | | [removed: [118](#i3e0489144d384b6fb24d98993cd45ebe_256)] [added: [118](#i4d625662c329411fbec3449fce3cd3a4_235)] | | |

| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i3e0489144d384b6fb24d98993cd45ebe_262)] [added: SCHEDULES](#i4d625662c329411fbec3449fce3cd3a4_241)] | | | [removed: [119](#i3e0489144d384b6fb24d98993cd45ebe_262)] [added: [119](#i4d625662c329411fbec3449fce3cd3a4_241)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i3e0489144d384b6fb24d98993cd45ebe_265)] [added: SUMMARY](#i4d625662c329411fbec3449fce3cd3a4_244)] | | | [removed: [119](#i3e0489144d384b6fb24d98993cd45ebe_265)] [added: [119](#i4d625662c329411fbec3449fce3cd3a4_244)] | | |

| [INDEX TO [removed: EXHIBITS](#i3e0489144d384b6fb24d98993cd45ebe_268)] [added: EXHIBITS](#i4d625662c329411fbec3449fce3cd3a4_247)] | | | | | | [removed: [120](#i3e0489144d384b6fb24d98993cd45ebe_268)] [added: [120](#i4d625662c329411fbec3449fce3cd3a4_247)] | | |

Forward-looking statements may relate to a number of matters, including expectations regarding revenue, margins, expenses, earnings, tax provisions, cash flows, pension obligations, share repurchases or other statements regarding economic conditions or our business outlook; statements regarding [added: capital expenditures and] plans, projects, strategies and objectives for our future operations, including our ability to win new projects and execute the projects in our backlog; and statements regarding our expectations with respect to pending legal claims or disputes.

- project delays, [added: scope changes, cost escalations,] contract terminations, customer cancellations, or postponement of projects and sales;

- risks relating to cybersecurity incidents, including risks from the interruption, failure or compromise of our information [removed: systems;][added: systems or those of our business partners or service providers;]

- catastrophic events, such as natural disasters and extreme weather events, [added: pandemics and other] public health crises, acts of war, including Russia's invasion of Ukraine and [removed: the] [added: new and] ongoing [removed: civil war] [added: conflicts] in [removed: Yemen,] [added: the Middle East,] or terrorism;

| 4.000% Euro Notes due 2035 | | | APD35 | | | New York Stock Exchange | | |

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| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | | | | | ☐ | | |

| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | | | | | | | | | | | | | | | ☐ | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#i4d625662c329411fbec3449fce3cd3a4_1649267443738) | | | [117](#i4d625662c329411fbec3449fce3cd3a4_1649267443738) | | |

| | | | | | | | | |

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| | | | | | | | | |

| [SIGNATURES](#i4d625662c329411fbec3449fce3cd3a4_250) | | | | | | [123](#i4d625662c329411fbec3449fce3cd3a4_250) | | |

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

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

| [SIGNATURES](#i3e0489144d384b6fb24d98993cd45ebe_271) | | | | | | [123](#i3e0489144d384b6fb24d98993cd45ebe_271) | | |

- the duration and impacts of the 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;

Any of these factors, as well as those not currently anticipated by management, could cause our results of operations, financial condition or liquidity to differ materially from what is expressed or implied by any forward-looking statement.

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

We lease administrative offices in the United States, Canada, Spain, Malaysia, and [removed: China] [added: China,] primarily for our Finance and Business Services organization.

[removed: This business] [added: Our Americas] segment [removed: currently] operates from [removed: over] [added: approximately] 450 production and distribution facilities in North and South America.

Management and sales support is based in our Allentown, Medellin, and Santiago offices referred to above, and at [removed: 12] [added: approximately 20] leased properties located throughout North and South America.

[removed: This business] [added: Our Asia] segment [removed: currently] operates from [removed: over 250] [added: approximately 300] production and distribution facilities within [removed: Asia, approximately 25%] [added: the region,] of which [added: approximately 35%] are on owned property or long-duration term grants.

Management and sales support for this business segment is based in Shanghai, China, and Kuala Lumpur, Malaysia, and in [removed: 30] [added: approximately 35] leased office locations throughout the region.

[removed: This business] [added: Our Europe] segment [removed: currently] operates from [removed: over 200] [added: approximately 210] production and distribution facilities in Europe, [removed: approximately one-third] of which [added: approximately 35%] are on owned property.

Management and sales support for this business segment is based in Hersham, [removed: England, referred to above;] [added: England;] Barcelona, Spain; and at 15 leased regional office sites and 10 leased local office [removed: sites, located] [added: sites] throughout the region.

[removed: This business] [added: Our Middle East and India] segment [removed: currently] operates from [removed: over] [added: approximately] 15 production and distribution facilities [removed: in] [added: throughout] the [removed: Middle East and India,] [added: region,] all of which are leasehold properties.

Management and sales support for this business segment are based in Dharan, Saudi Arabia; Dubai, United Arab Emirates; and Pune, India; as well as [removed: nine] [added: approximately 10] leased local office sites [removed: located] throughout the region.

Of these facilities, approximately 25% are located on owned property.

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

Approximately 25% of these facilities are located on owned property and 10% are integrated sites that serve dedicated customers as well as merchant customers.

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

Our common stock is listed on the New York Stock Exchange under the symbol "APD." As of 31 October [removed: 2022,] [added: 2023,] there were [removed: 4,599] [added: 4,425] record holders of our common stock.

Dividend information for each quarter of fiscal years [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] is summarized below:

| Fourth quarter | | | [removed: $1.62] [added: $1.75] | | | [removed: $1.50] [added: $1.62] | | |

| Total | | | [removed: $6.36] [added: $6.87] | | | [removed: $5.84] [added: $6.36] | | |

[removed: We] [added: If we] repurchase shares pursuant to [added: this authorization, we may do so under] Rules 10b5-1 and 10b-18 under the Exchange Act through repurchase agreements established with one or more brokers.

As of 30 September [removed: 2022,] [added: 2023,] $485.3 million in share repurchase authorization remained.

[removed: ][added: ]

| | | | Sept [removed: 2017 | | | Sept] 2018 | | | Sept 2019 | | | Sept 2020 | | | Sept 2021 | | | Sept 2022 | | | [added: Sept 2023 | | |]

| S&P 500 [removed: Materials] Index | | | 100 | | | 104 | | | [removed: 107] [added: 120] | | | [removed: 120] [added: 156] | | | [removed: 152] [added: 132] | | | [removed: 133] [added: 160] | | |

We expect to continue increasing our quarterly dividend as we have done for the last 41 consecutive years.

| | | | 2023 | | | 2022 | | |

| Third quarter | | | 1.75 | | | 1.62 | | |

| Second quarter | | | 1.75 | | | 1.62 | | |

| First quarter | | | 1.62 | | | 1.50 | | |

We did not purchase any of our outstanding shares during fiscal year 2023.

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

| Air Products & Chemicals, Inc. | | | 100 | | | 136 | | | 186 | | | 164 | | | 153 | | | 198 | | |

| S&P 500 Materials Index | | | 100 | | | 103 | | | 115 | | | 146 | | | 128 | | | 151 | | |

It is our expectation that we will continue to pay cash dividends in the future at comparable or increased levels.

| | | | 2022 | | | 2021 | | |

| Third quarter | | | $1.62 | | | $1.50 | | |

| Second quarter | | | $1.62 | | | $1.50 | | |

| First quarter | | | $1.50 | | | $1.34 | | |

There were no purchases of stock during fiscal year 2022.

| Air Products & Chemicals, Inc. | | | 100 | | | 114 | | | 155 | | | 213 | | | 187 | | | 174 | | |

| S&P 500 Index | | | 100 | | | 118 | | | 123 | | | 141 | | | 184 | | | 155 | | |

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

| [Management's Report on Internal Control Over Financial [removed: Reporting](#i3e0489144d384b6fb24d98993cd45ebe_121)] [added: Reporting](#i4d625662c329411fbec3449fce3cd3a4_100)] | | | [removed: [54](#i3e0489144d384b6fb24d98993cd45ebe_121)] [added: [53](#i4d625662c329411fbec3449fce3cd3a4_100)] | | |

| [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i3e0489144d384b6fb24d98993cd45ebe_124)] [added: Firm](#i4d625662c329411fbec3449fce3cd3a4_103)] (PCAOB ID No. 34) | | | [removed: [55](#i3e0489144d384b6fb24d98993cd45ebe_124)] [added: [54](#i4d625662c329411fbec3449fce3cd3a4_103)] | | |

| [Consolidated Income Statements – Fiscal Years Ended 30 September [removed: 2022, 2021,] [added: 2023] and [removed: 2020](#i3e0489144d384b6fb24d98993cd45ebe_127)] [added: 2022](#i4d625662c329411fbec3449fce3cd3a4_106)] | | | [removed: [58](#i3e0489144d384b6fb24d98993cd45ebe_127)] [added: [56](#i4d625662c329411fbec3449fce3cd3a4_106)] | | |

| [Consolidated Comprehensive Income Statements – Fiscal Years Ended 30 September [removed: 2022, 2021,] [added: 2023] and [removed: 2020](#i3e0489144d384b6fb24d98993cd45ebe_130)] [added: 2022](#i4d625662c329411fbec3449fce3cd3a4_109)] | | | [removed: [59](#i3e0489144d384b6fb24d98993cd45ebe_130)] [added: [57](#i4d625662c329411fbec3449fce3cd3a4_109)] | | |

| [Consolidated Balance Sheets – 30 September [removed: 2022] [added: 2023] and [removed: 2021](#i3e0489144d384b6fb24d98993cd45ebe_133)] [added: 2022](#i4d625662c329411fbec3449fce3cd3a4_112)] | | | [removed: [60](#i3e0489144d384b6fb24d98993cd45ebe_133)] [added: [58](#i4d625662c329411fbec3449fce3cd3a4_112)] | | |

| [Consolidated Statements of Cash Flows – Fiscal Years Ended 30 September [removed: 2022, 2021,] [added: 2023] and [removed: 2020](#i3e0489144d384b6fb24d98993cd45ebe_136)] [added: 2022](#i4d625662c329411fbec3449fce3cd3a4_115)] | | | [removed: [61](#i3e0489144d384b6fb24d98993cd45ebe_136)] [added: [59](#i4d625662c329411fbec3449fce3cd3a4_115)] | | |

| [Consolidated Statements of Equity – Fiscal Years Ended 30 September [removed: 2022, 2021,] [added: 2023] and [removed: 2020](#i3e0489144d384b6fb24d98993cd45ebe_139)] [added: 2022](#i4d625662c329411fbec3449fce3cd3a4_118)] | | | [removed: [62](#i3e0489144d384b6fb24d98993cd45ebe_139)] [added: [60](#i4d625662c329411fbec3449fce3cd3a4_118)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3e0489144d384b6fb24d98993cd45ebe_142)] [added: Statements](#i4d625662c329411fbec3449fce3cd3a4_121)] | | | [removed: [63](#i3e0489144d384b6fb24d98993cd45ebe_142)] [added: [61](#i4d625662c329411fbec3449fce3cd3a4_121)] | | |

Based on this evaluation, management concluded that, as of 30 September [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] as stated in its report which appears herein.

We have audited the accompanying consolidated balance sheets of Air Products and Chemicals, Inc. and subsidiaries (the "Company") as of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated income statements, comprehensive income statements, statements of equity, and statements of cash flows, for each of the three years in the period ended September 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] 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: matters] [added: matter] below, providing a separate opinion on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Revenue Recognition – On-site Customer Contracts – Refer to Notes 1 and [removed: 4] [added: 6] to the Financial Statements

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

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

| *(Millions of U.S. Dollars, except for share and per share data)* | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Sales | | | [removed: $12,698.6] [added: $12,600.0] | | | [removed: $10,323.0] [added: $12,698.6] | | | [removed: $8,856.3] [added: $10,323.0] | | |

| Cost of sales | | | [removed: 9,338.5] [added: 8,833.0] | | | [removed: 7,186.1] [added: 9,338.5] | | | [removed: 5,858.1] [added: 7,186.1] | | |

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

| Selling and administrative [added: expense] | | | [removed: 900.6] [added: 957.0] | | | [removed: 828.4] [added: 900.6] | | | [removed: 775.9] [added: 828.4] | | |

| Research and development [added: expense] | | | [removed: 102.9] [added: 105.6] | | | [removed: 93.5] [added: 102.9] | | | [removed: 83.9] [added: 93.5] | | |

| Business and asset actions | | | [removed: 73.7] [added: 244.6] | | | [removed: —] [added: 73.7] | | | — | | |

| Gain on exchange with joint venture partner | | | — | | | [removed: 36.8] [added: —] | | | [removed: —] [added: 36.8] | | |

| Other income (expense), net | | | [removed: 55.9] [added: 34.8] | | | [removed: 52.8] [added: 55.9] | | | [removed: 65.4] [added: 52.8] | | |

| Operating Income | | | [removed: 2,338.8] [added: 2,494.6] | | | [removed: 2,281.4] [added: 2,338.8] | | | [removed: 2,237.6] [added: 2,281.4] | | |

| Equity affiliates' income | | | [removed: 481.5] [added: 604.3] | | | [removed: 294.1] [added: 481.5] | | | [removed: 264.8] [added: 294.1] | | |

| Interest expense | | | [removed: 128.0] [added: 177.5] | | | [removed: 141.8] [added: 128.0] | | | [removed: 109.3] [added: 141.8] | | |

| Other non-operating income (expense), net | | | [removed: 62.4] [added: (39.0)] | | | [removed: 73.7] [added: 62.4] | | | [removed: 30.7] [added: 73.7] | | |

| Income From Continuing Operations Before Taxes | | | [removed: 2,754.7] [added: 2,882.4] | | | [removed: 2,507.4] [added: 2,754.7] | | | [removed: 2,423.8] [added: 2,507.4] | | |

| Income tax provision | | | [removed: 500.8] [added: 551.2] | | | [removed: 462.8] [added: 500.8] | | | [removed: 478.4] [added: 462.8] | | |

| Income From Continuing Operations | | | [removed: 2,253.9] [added: 2,331.2] | | | [removed: 2,044.6] [added: 2,253.9] | | | [removed: 1,945.4] [added: 2,044.6] | | |

| Income [removed: (Loss)] from discontinued operations, net of tax | | | [removed: 12.6] [added: 7.4] | | | [removed: 70.3] [added: 12.6] | | | [removed: (14.3)] [added: 70.3] | | |

| Net Income | | | [removed: 2,266.5] [added: 2,338.6] | | | [removed: 2,114.9] [added: 2,266.5] | | | [removed: 1,931.1] [added: 2,114.9] | | |

| Net income attributable to noncontrolling interests of continuing operations | | | [removed: 10.4] [added: 38.4] | | | [removed: 15.8] [added: 10.4] | | | [removed: 44.4] [added: 15.8] | | |

| Net Income Attributable to Air Products | | | [removed: $2,256.1] [added: $2,300.2] | | | [removed: $2,099.1] [added: $2,256.1] | | | [removed: $1,886.7] [added: $2,099.1] | | |

| Net income from continuing operations | | | [removed: $2,243.5] [added: $2,292.8] | | | [removed: $2,028.8] [added: $2,243.5] | | | [removed: $1,901.0] [added: $2,028.8] | | |

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

| 16 November 2023 | | | | | | | | | | | | 16 November 2023 | | |

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

November 16, 2023

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

| Operating lease right-of-use assets, net | | | 974.0 | | | 694.8 | | |

| Financing receivables | | | 817.2 | | | — | | |

| Noncurrent operating lease liabilities | | | 631.1 | | | 592.1 | | |

(A)Includes balances associated with a consolidated variable interest entity ("VIE"), including amounts reflected in "Total Assets" that can only be used to settle obligations of the VIE of $2,256.8 and $519.7 as of 30 September 2023 and 30 September 2022, respectively, as well as liabilities of the VIE reflected within "Total Liabilities" for which creditors do not have recourse to the general credit of Air Products of $1,461.1 and $506.8 as of 30 September 2023 and 30 September 2022, respectively.

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

| Investment in financing receivables | | | (665.1) | | | — | | | — | | |

| Distributions to noncontrolling interests | | | (115.9) | | | (4.8) | | | (5.3) | | |

| Other financing activities | | | (205.8) | | | (36.9) | | | (23.1) | | |

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

| Net income | | | — | | | — | | | 2,300.2 | | | — | | | — | | | 2,300.2 | | | 38.4 | | | 2,338.6 | | |

| Distributions to noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | (115.9) | | | (115.9) | | |

| Investments by noncontrolling interests(A) | | | — | | | — | | | — | | | — | | | — | | | — | | | 682.2 | | | 682.2 | | |

| Other equity transactions | | | — | | | 0.6 | | | (4.6) | | | — | | | — | | | (4.0) | | | — | | | (4.0) | | |

| Balance as of 30 September 2023 | | | $249.4 | | | $1,190.5 | | | $17,289.7 | | | ($2,449.4) | | | ($1,967.3) | | | $14,312.9 | | | $1,347.4 | | | $15,660.3 | | |

(A)Includes noncash activity related to the NEOM Green Hydrogen Company joint venture.

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

| 3. | | | [Variable Interest Entities](#i4d625662c329411fbec3449fce3cd3a4_1946) | | | [71](#i4d625662c329411fbec3449fce3cd3a4_1946) | | |

| 4. | | | [Business and Asset Actions](#i4d625662c329411fbec3449fce3cd3a4_1953) | | | [73](#i4d625662c329411fbec3449fce3cd3a4_1953) | | |

| 5. | | | [Acquisitions](#i4d625662c329411fbec3449fce3cd3a4_130) | | | [73](#i4d625662c329411fbec3449fce3cd3a4_130) | | |

| 6. | | | [Revenue Recognition](#i4d625662c329411fbec3449fce3cd3a4_133) | | | [74](#i4d625662c329411fbec3449fce3cd3a4_133) | | |

| 7. | | | [Discontinued Operations](#i4d625662c329411fbec3449fce3cd3a4_142) | | | [77](#i4d625662c329411fbec3449fce3cd3a4_142) | | |

| 8. | | | [Inventories](#i4d625662c329411fbec3449fce3cd3a4_145) | | | [77](#i4d625662c329411fbec3449fce3cd3a4_145) | | |

| 9. | | | [Equity Affiliates](#i4d625662c329411fbec3449fce3cd3a4_148) | | | [78](#i4d625662c329411fbec3449fce3cd3a4_148) | | |

| 10. | | | [Plant and Equipment, net](#i4d625662c329411fbec3449fce3cd3a4_151) | | | [80](#i4d625662c329411fbec3449fce3cd3a4_151) | | |

| 11. | | | [Goodwill](#i4d625662c329411fbec3449fce3cd3a4_154) | | | [80](#i4d625662c329411fbec3449fce3cd3a4_154) | | |

| 12. | | | [Intangible Assets](#i4d625662c329411fbec3449fce3cd3a4_157) | | | [81](#i4d625662c329411fbec3449fce3cd3a4_157) | | |

| 13. | | | [Leases](#i4d625662c329411fbec3449fce3cd3a4_160) | | | [82](#i4d625662c329411fbec3449fce3cd3a4_160) | | |

| 14. | | | [Financial Instruments](#i4d625662c329411fbec3449fce3cd3a4_163) | | | [84](#i4d625662c329411fbec3449fce3cd3a4_163) | | |

| 15. | | | [Fair Value Measurements](#i4d625662c329411fbec3449fce3cd3a4_166) | | | [88](#i4d625662c329411fbec3449fce3cd3a4_166) | | |

| 16. | | | [Debt](#i4d625662c329411fbec3449fce3cd3a4_169) | | | [90](#i4d625662c329411fbec3449fce3cd3a4_169) | | |

| 17. | | | [Retirement Benefits](#i4d625662c329411fbec3449fce3cd3a4_172) | | | [93](#i4d625662c329411fbec3449fce3cd3a4_172) | | |

| 18. | | | [Commitments and Contingencies](#i4d625662c329411fbec3449fce3cd3a4_175) | | | [99](#i4d625662c329411fbec3449fce3cd3a4_175) | | |

| 22 November 2022 | | | | | | | | | | | | 22 November 2022 | | |

- We tested the probability of collection of variable components, including penalties, which impacts the amount and timing of revenue which the Company expects to collect.

Investments in Joint Ventures – Consolidation Accounting – Refer to Notes 1, 7, and 22 to the Financial Statements

In 2022, the Company entered into two significant joint ventures, the Jazan Integrated Gasification and Power Company ("JIGPC") joint venture and the NEOM Green Hydrogen Company (“NGHC”) joint venture, which required assessments to determine if the respective investments should be consolidated by the Company.

The consolidation assessments include an evaluation to determine whether the joint venture investments are variable interest entities (“VIE”).

Application of the VIE accounting model requires the Company to identify whether it is the primary beneficiary of a joint venture when voting interests may not indicate which party maintains a controlling financial interest in the joint venture.

We identified the VIE analysis and primary beneficiary assessment as a critical audit matter.

The application of the VIE accounting model requires a high degree of auditor judgment and additional effort when performing audit procedures to evaluate the reasonableness of management’s judgments related to the VIE analysis and control over the investment, including the need to use professionals in our firm with expertise in accounting for consolidations.

Our audit procedures related to the application of the VIE accounting model for certain joint ventures included the following, among others:

- We tested the effectiveness of the Company’s controls over the initial accounting assessment of joint ventures, including controls over the accuracy and completeness of information the Company used to evaluate the VIE analysis and accounting control criteria.

- We read the joint ventures shareholders’ agreements and related contracts, which govern the formation and activities of the investment, and evaluated the appropriateness of the Company’s accounting conclusion related to the VIE analysis and control of the joint venture.

- We analyzed other qualitative factors, such as the nature of the other investors in the joint venture and relationships with lenders and other counterparties as well as the nature and relative significance of the activities conducted by the shareholders under the various arrangements, to identify factors that may suggest a different conclusion related to management’s assessment of the primary beneficiary.

- We used professionals in our firm having expertise in accounting for consolidations when evaluating the provisions of the joint venture shareholders’ agreement and related contracts.

November 22, 2022

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

| Company headquarters relocation income (expense) | | | — | | | — | | | 33.8 | | |

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

| | | | | | | | | |

| Other financing activities | | | (41.7) | | | (28.4) | | | (97.2) | | |

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

| Balance as of 30 September 2019 | | | $249.4 | | | $1,070.9 | | | $14,138.4 | | | ($2,375.6) | | | ($2,029.5) | | | $11,053.6 | | | $334.7 | | | $11,388.3 | | |

| Net income | | | — | | | — | | | 1,886.7 | | | — | | | — | | | 1,886.7 | | | 44.4 | | | 1,931.1 | | |

| Dividends to noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | (31.8) | | | (31.8) | | |

| Investments by noncontrolling interest | | | — | | | — | | | — | | | — | | | — | | | — | | | 17.1 | | | 17.1 | | |

| Other equity transactions | | | — | | | (6.2) | | | (5.3) | | | — | | | — | | | (11.5) | | | 0.9 | | | (10.6) | | |

| 3. | | | [Acquisitions](#i3e0489144d384b6fb24d98993cd45ebe_151) | | | [73](#i3e0489144d384b6fb24d98993cd45ebe_151) | | |

| 4. | | | [Revenue Recognition](#i3e0489144d384b6fb24d98993cd45ebe_154) | | | [74](#i3e0489144d384b6fb24d98993cd45ebe_154) | | |

| 5. | | | [Discontinued Operations](#i3e0489144d384b6fb24d98993cd45ebe_163) | | | [77](#i3e0489144d384b6fb24d98993cd45ebe_163) | | |

| 6. | | | [Inventories](#i3e0489144d384b6fb24d98993cd45ebe_166) | | | [77](#i3e0489144d384b6fb24d98993cd45ebe_166) | | |

| 9. | | | [Goodwill](#i3e0489144d384b6fb24d98993cd45ebe_175) | | | [80](#i3e0489144d384b6fb24d98993cd45ebe_175) | | |

| 10. | | | [Intangible Assets](#i3e0489144d384b6fb24d98993cd45ebe_178) | | | [81](#i3e0489144d384b6fb24d98993cd45ebe_178) | | |

| 11. | | | [Leases](#i3e0489144d384b6fb24d98993cd45ebe_181) | | | [82](#i3e0489144d384b6fb24d98993cd45ebe_181) | | |

| 12. | | | [Financial Instruments](#i3e0489144d384b6fb24d98993cd45ebe_184) | | | [84](#i3e0489144d384b6fb24d98993cd45ebe_184) | | |

| 13. | | | [Fair Value Measurements](#i3e0489144d384b6fb24d98993cd45ebe_187) | | | [88](#i3e0489144d384b6fb24d98993cd45ebe_187) | | |

| 14. | | | [Debt](#i3e0489144d384b6fb24d98993cd45ebe_190) | | | [90](#i3e0489144d384b6fb24d98993cd45ebe_190) | | |

| 15. | | | [Retirement Benefits](#i3e0489144d384b6fb24d98993cd45ebe_193) | | | [92](#i3e0489144d384b6fb24d98993cd45ebe_193) | | |

| 16. | | | [Commitments and Contingencies](#i3e0489144d384b6fb24d98993cd45ebe_196) | | | [98](#i3e0489144d384b6fb24d98993cd45ebe_196) | | |

| 17. | | | [Capital Stock](#i3e0489144d384b6fb24d98993cd45ebe_199) | | | [102](#i3e0489144d384b6fb24d98993cd45ebe_199) | | |

| 21. | | | [Income Taxes](#i3e0489144d384b6fb24d98993cd45ebe_211) | | | [107](#i3e0489144d384b6fb24d98993cd45ebe_211) | | |

| 22. | | | [Supplemental Information](#i3e0489144d384b6fb24d98993cd45ebe_214) | | | [112](#i3e0489144d384b6fb24d98993cd45ebe_214) | | |

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: 2022.][added: 2023.]

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of 30 September [removed: 2022,] [added: 2023,] the disclosure controls and procedures were effective.

Management has evaluated the effectiveness of our internal control over financial reporting as of 30 September [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: 2022.][added: 2023.]

None of the Company’s directors or Section 16 reporting officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the fourth quarter of fiscal year 2023.

Not applicable.

PART III

Not applicable.

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

PART III

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: 26] [added: 25] January [removed: 2023.][added: 2024.]

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

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: 26] [added: 25] January [removed: 2023.][added: 2024.]

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: 26] [added: 25] January [removed: 2023.][added: 2024.]

The information required by 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: 26] [added: 25] January [removed: 2023.][added: 2024.]

*Business* of this Form 10-K.

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: 26] [added: 25] January [removed: 2023.][added: 2024.]

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: 26] [added: 25] January [removed: 2023.][added: 2024.]

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: 26] [added: 25] January [removed: 2023.][added: 2024.]

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: 26] [added: 25] January [removed: 2023.][added: 2024.]

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

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

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

| [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i3e0489144d384b6fb24d98993cd45ebe_124)] [added: Firm](#i4d625662c329411fbec3449fce3cd3a4_103)] | | | [removed: [55](#i3e0489144d384b6fb24d98993cd45ebe_124)] [added: [54](#i4d625662c329411fbec3449fce3cd3a4_103)] | | |

| [Consolidated Income Statements – Fiscal Years Ended 30 September [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#i3e0489144d384b6fb24d98993cd45ebe_127)] [added: 2021](#i4d625662c329411fbec3449fce3cd3a4_106)] | | | [removed: [58](#i3e0489144d384b6fb24d98993cd45ebe_127)] [added: [56](#i4d625662c329411fbec3449fce3cd3a4_106)] | | |

| [Consolidated Comprehensive Income Statements – Fiscal Years Ended 30 September [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#i3e0489144d384b6fb24d98993cd45ebe_130)] [added: 2021](#i4d625662c329411fbec3449fce3cd3a4_109)] | | | [removed: [59](#i3e0489144d384b6fb24d98993cd45ebe_130)] [added: [57](#i4d625662c329411fbec3449fce3cd3a4_109)] | | |

| [Consolidated Balance Sheets – 30 September [removed: 2022] [added: 2023] and [removed: 2021](#i3e0489144d384b6fb24d98993cd45ebe_133)] [added: 2022](#i4d625662c329411fbec3449fce3cd3a4_112)] | | | [removed: [60](#i3e0489144d384b6fb24d98993cd45ebe_133)] [added: [58](#i4d625662c329411fbec3449fce3cd3a4_112)] | | |

| [Consolidated Statements of Cash Flows – Fiscal Years Ended 30 September [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#i3e0489144d384b6fb24d98993cd45ebe_136)] [added: 2021](#i4d625662c329411fbec3449fce3cd3a4_115)] | | | [removed: [61](#i3e0489144d384b6fb24d98993cd45ebe_136)] [added: [59](#i4d625662c329411fbec3449fce3cd3a4_115)] | | |

| [Consolidated Statements of Equity – Fiscal Years Ended 30 September [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#i3e0489144d384b6fb24d98993cd45ebe_139)] [added: 2021](#i4d625662c329411fbec3449fce3cd3a4_118)] | | | [removed: [62](#i3e0489144d384b6fb24d98993cd45ebe_139)] [added: [60](#i4d625662c329411fbec3449fce3cd3a4_118)] | | |

| (3) *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](#i3e0489144d384b6fb24d98993cd45ebe_268)] [added: Exhibits](#i4d625662c329411fbec3449fce3cd3a4_247)] beginning on page [removed: [120](#i3e0489144d384b6fb24d98993cd45ebe_268).] [added: [120](#i4d625662c329411fbec3449fce3cd3a4_247).] | | | | | |

| INDEX TO EXHIBITS | | | | | | | | | [added: | | |]

| Exhibit No. | | | | | | Description | | | [added: | | |]

| (3) | | | | | | Articles of Incorporation and Bylaws. | | | [added: | | |]

| 3.1 | | | | | | [removed: Restated] [added: [Restated] Certificate of Incorporation of the Company. (Filed as Exhibit [removed: 3.2] [added: 3.1] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarter] ended 30 [removed: September 1987.)*] [added: June 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000037/apd-exhibit31x30jun23.htm)*] | | | [added: | | |]

| [removed: 3.2] [added: 10.12(a)] | | | | | | [Amendment to the [removed: Restated Certificate of Incorporation of the Company] [added: Revolving Credit Agreement] dated [removed: 25 January 1996.] [added: as of 29 September 2021.] (Filed as Exhibit [removed: 3.3] [added: 10.13(a)] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the fiscal year ended 30 September [removed: 1996.)](http://www.sec.gov/Archives/edgar/data/2969/0000950123-96-007278.txt)*] [added: 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000055/apd-exhibit1013ax30sep21.htm)*] | | | [added: | | |]

| [removed: 3.3] [added: 10.12(b)] | | | | | | [Amendment [added: No. 2] to the [removed: Restated Certificate of Incorporation of the Company] [added: Revolving Credit Agreement] dated [removed: 28 January 2014.] [added: as of 31 March 2022.] (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 [removed: 30 June 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514278750/d760767dex102.htm)*] [added: 31 March 2022.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000026/apd-exhibit101x31mar22.htm)*] | | | [added: | | |]

| [removed: 3.4] [added: 3.2] | | | | | | [Amended and Restated Bylaws of the Company. (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated [removed: 26 November 2019.)](https://www.sec.gov/Archives/edgar/data/2969/000119312519304452/d835433dex31.htm)*] [added: 17 September 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000119312523238616/d510133dex31.htm)*] | | | [added: | | |]

| (4) | | | | | | Instruments defining the rights of security holders, including indentures. Upon request of the Securities and Exchange Commission, the Company hereby undertakes to furnish copies of the instruments with respect to its long-term debt. | | | [added: | | |]

| 4.1 | | | | | | [Indenture, dated as of 10 January 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 19 January 1995, File No. 033-57357.)](http://www.sec.gov/Archives/edgar/data/2969/0000950123-95-000077.txt)* | | | [added: | | |]

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

| [removed: 4.3] [added: 10.10] | | | | | | [removed: [Description of Securities.] [added: [Compensation Programs for Nonemployee Directors effective 22 November 2022.] (Filed as Exhibit [removed: 4.3] [added: 10.10] to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the [removed: fiscal] year ended 30 September [removed: 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000055/apd-exhibit43x30sep21.htm)*] [added: 2022.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit1010x30sep22.htm)*†] | | | [added: | | |]

| (10) | | | | | | Material Contracts. | | | [added: | | |]

| 10.1 | | | | | | [Amended and Restated Long-Term Incentive Plan of the Company effective 1 October 2014. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 23 September 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex101.htm)*† | | | [added: | | |]

| 10.2 | | | | | | [Air Products and Chemicals, Inc. 2021 Long-Term Incentive Plan. (Filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (File No. 333-252722) filed on 4 February 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000119312521028500/d114338dex45.htm)*† | | | [added: | | |]

| 10.2(a) | | | | | | [Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2021 awards. (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000012/apd-exhibit101x31dec20.htm)*† | | | [added: | | |]

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

| 10.2(c) | | | | | | [Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2022 awards. (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit101x31dec21.htm)*† | | | [added: | | |]

| 10.2(d) | | | | | | [Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2022 awards. (Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit102x31dec21.htm)*† | | | [added: | | |]

| 10.3 | | | | | | [Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 January 2022. (Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit103x31dec21.htm)*† | | | [added: | | |]

| 10.3(a) | | | | | | [Amendment No. 1 to the Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 January 2022. (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 30 June 2022.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000038/apd-exhibit101x30jun22.htm)*† | | | [added: | | |]

| 10.4 | | | | | | [Supplementary Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated effective 1 August 2014. (Filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended 30 September 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514423115/d805038dex1010.htm)*† | | | [added: | | |]

| 10.4(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)*† | | | [added: | | |]

| 10.4(b) | | | | | | [Amendment No. 2 dated as of 30 September 2016 to the Supplementary Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated effective 1 August 2014. (Filed as Exhibit 10.7(b) to the Company's Annual Report on Form 10-K for fiscal year ended 30 September 2016.)](http://www.sec.gov/Archives/edgar/data/2969/000119312516773346/d271291dex107b.htm)*† | | | [added: | | |]

| 10.4(c) | | | | | | [Amendment No. 3 dated as of 26 July 2017 to the Supplementary Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated effective 1 August 2017.(Filed as Exhibit 10.7(c) to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000000296917000039/apd-exhibit107cx9302017.htm)*† | | | [added: | | |]

| 10.5 | | | | | | [Deferred Compensation Plan as Amended and Restated effective 1 January 2018. (Filed as Exhibit 10.5 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-exhibit105x12312017.htm)*† | | | [added: | | |]

| 10.6 | | | | | | [Air Products and Chemicals, Inc. Executive Separation Program as amended effective as [removed: of](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit106x30sep22.htm) [1](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit106x30sep22.htm) [](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit106x30sep22.htm)[October](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit106x30sep22.htm) [20](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit106x30sep22.htm)[22](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit106x30sep22.htm)[.](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit106x30sep22.htm)†] [added: of 1 October 2022. (Filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended 30 September 2022.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit106x30sep22.htm)*†] | | | [added: | | |]

| 10.7 | | | | | | [Air Products and Chemicals, Inc. Senior Management Severance Plan and Summary Plan Description effective 1 August 2022. (Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 30 June 2022.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000038/apd-exhibit102x30jun22.htm)*† | | | [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)*† | | | [added: | | |]

| 10.9 | | | | | | [Amended and Restated Employment [removed: Agreement] [added: Agreement,] dated [removed: 14 November 2017,] [added: 17 May 2023,] between [removed: the Company] [added: Air Products] and [added: Chemicals, Inc. and] Seifollah [removed: Ghasemi. (Filed as] [added: Ghasemi (incorporated by reference to] Exhibit 10.1 to the Company's Current Report on Form [removed: 8-K] [added: 8-K,] filed [removed: 14 November 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000119312517342591/d483444dex101.htm)*†] [added: on 18 May 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000119312523148126/d510149dex101.htm)*†] | | | [added: | | |]

| 10.11 | | | | | | [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)*† | | | [added: | | |]

| 10.12 | | | | | | [Revolving Credit Agreement dated as of 31 March 2021 for $2,500,000,000. (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 March 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000025/apd-exhibit101x31mar21.htm)* | | | [added: | | |]

| [removed: 10.12(b)] [added: 10.2(e)] | | | | | | [removed: [Amendment No. 2 to the Revolving Credit] [added: [Form of Restricted Stock Unit Award] Agreement [removed: dated as] [added: under the Long-Term Incentive Plan] of [removed: 31 March 2022.] [added: the Company, used for FY2023 Awards.] (Filed as Exhibit 10.1 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended 31 [removed: March 2022.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000026/apd-exhibit101x31mar22.htm)*] [added: December 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000014/apd-exhibit101x31dec22.htm)*†] | | | [added: | | |]

| (21) | | | | | | Subsidiaries of the Registrant. | | | [added: | | |]

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit211x30sep22.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit211x30sep23.htm)] | | | [added: | | |]

| (23) | | | | | | Consents of Experts and Counsel. | | | [added: | | |]

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit231x30sep22.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit231x30sep23.htm)] | | | [added: | | |]

| (24) | | | | | | Power of Attorney. | | | [added: | | |]

| 24.1 | | | | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit241x30sep22.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit241x30sep23.htm)] | | | [added: | | |]

| (31) | | | | | | Rule 13a-14(a)/15d-14(a) Certifications. | | | [added: | | |]

| 31.1 | | | | | | [Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit311x30sep22.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit311x30sep23.htm)] | | | [added: | | |]

[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

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| 4.3 | | | | | | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit43x30sep23.htm) | | | | | |

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| 10.2(f) | | | | | | [Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2023 Awards. (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 December 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000014/apd-exhibit102x31dec22.htm)*† | | | | | |

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[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)

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| INDEX TO EXHIBITS | | | | | | | | | | | |

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| Exhibit No. | | | | | | Description | | | | | |

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| 10.9(a) | | | | | | [Amendment to Employment Agreement, dated 21 May 2020, between Air Products and Chemicals, Inc. and Seifollah Ghasemi. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed 21 May 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000119312520148715/d932839dex101.htm)*† | | |

| 10.10 | | | | | | [Compensation Programs for Nonemployee Directors effective 22 November 2022.](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit1010x30sep22.htm) | | |

| 10.12(a) | | | | | | [Amendment to the Revolving Credit Agreement dated as of 29 September 2021. (Filed as Exhibit 10.13(a) to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000055/apd-exhibit1013ax30sep21.htm)* | | |

| * | | | | | | 22 November 2022 | | |