Air Products & Chemicals (APD) 10-K risk factor changes: FY2024 vs FY2023
The 2024-09-30 10-K against the 2023-09-30 one, compared heading by heading and sentence by sentence.
Item 1A24 rewritten26 added2 removed162 unchanged
All filing items1,375 rewritten805 added477 removed2,405 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 805 added, 477 removed, 1,375 rewritten and 2,405 unchanged across 23 items that differ.
- New this year: Item 1C. Cybersecurity.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
24 rewritten, 26 added, 2 removed, 162 unchanged
Unfavorable conditions in the global economy or regional economies, the markets we [removed: serve] [added: serve,] or financial markets may decrease the demand for our goods and services and adversely impact our revenues, operating results, and cash flows.
Demand for our products and services depends in part on the general economic conditions affecting the [removed: countries] [added: regions] and markets in which we do business.
Weak economic conditions [removed: 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 past and may do so in the future.
In addition, our growth strategy is largely based on [added: expected] demand for technologies and projects [removed: that] [added: to] limit the impact of global climate change.
Demand for our solutions could be negatively impacted if [added: the] public and private [removed: actors] [added: sectors] reduce their focus on reducing carbon emissions.
Reduced demand for our products and services would have a negative impact on our revenues and [removed: earnings.][added: earnings and could decrease our margins, constrain our operating flexibility, reduce efficient utilization of our manufacturing capacity, or result in unexpected charges.]
In addition, our operating results in one or more segments [added: have in the past, and] may [added: in the future,] be affected by uncertain or deteriorating economic conditions for particular customer markets within a segment.
These or other events associated with weak economic conditions or specific market, [added: industry,] product, or customer events may require us to record an impairment on tangible assets, such as facilities and equipment, or intangible assets, such as intellectual property or [removed: goodwill, which would have a negative impact on our financial results.][added: goodwill.]
In fiscal year [removed: 2023,] [added: 2024,] approximately 60% of our sales were derived from customers outside the United States and many of our operations, suppliers, [added: customers,] and employees are located outside the United States.
Changing economic and political conditions within foreign jurisdictions, strained relations between countries, or the [removed: imposition] [added: imposition, extension, or expansion] of tariffs or international sanctions can cause fluctuations in demand, price volatility, supply disruptions, or loss of property.
[removed: The] [added: We have experienced these events in the past and the] occurrence of any of these risks [added: in the future] could have a material adverse impact on our financial condition, results of [removed: operation,] [added: operations,] and cash flows.
Our growth strategies depend in part on our ability to further penetrate markets outside the United States, such as China, India, [removed: and] the Middle East, and [added: Uzbekistan, 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.
A significant and growing portion of our business involves clean hydrogen, carbon capture, gasification, and other large-scale projects that involve challenging engineering, [removed: procurement] [added: permitting, procurement,] and construction phases that may last several years and involve the investment of billions of dollars.
Delays in receiving required approvals or related to litigation [added: have required us and] could [added: in the future] require us to delay or abandon certain projects, which may result in [removed: the incurrence of additional expense,] [added: higher costs, lower returns,] the loss of invested [removed: proceeds] [added: proceeds,] and reputational damage.
Such difficulties 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 [removed: risks] [added: risks,] and other factors, many of which are beyond our control, that may impact our ability to complete a project within the original delivery schedule.
In some cases, delays and additional costs [added: have been and] may [added: in the future] be substantial and could have a material adverse effect on our financial condition and results of operations.
In addition, [removed: several of] our large-scale [added: clean hydrogen] projects are being built before finalization of offtake [removed: agreements,] [added: agreements for a substantial percentage of expected production,] which may create uncertainty regarding future [removed: pricing] [added: demand, pricing,] and other commercial terms.
In addition, divestitures or other dispositions may dilute our earnings per share, have other adverse financial and accounting impacts, distract management, and give rise to disputes with [removed: buyers.][added: buyers or others.]
To make the high volumes of hydrogen needed by our customers, we have historically used steam methane reforming to produce hydrogen without carbon capture (i.e., "gray hydrogen"), which results in the emission of [removed: carbon dioxide.][added: CO2.]
In addition, gasification enables the conversion of lower value feedstocks into cleaner energy and value-added products; however, our gasification projects also produce [removed: carbon dioxide.][added: CO2.]
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 [removed: affected, which could adversely affect our business and financial performance.][added: affected.]
Our operations may present a safety risk to our [removed: employees.][added: employees and others.]
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 [removed: 2023.][added: 2024.]
Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, [added: global minimum taxes related to the new tax framework established by the Organization for Economic Co-operation and Development,] or changes in tax laws or their interpretation.
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
Any charges relating to such impairments could be significant and could have a material adverse impact on our financial condition and results of operations.
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
In addition, uncertainty regarding future offtake agreements for our clean hydrogen projects may lead to greater uncertainty regarding our prospects, which may adversely affect the market prices for our securities and our credit ratings.
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
In addition, advancements in, and the deployment of, intelligent automation, including artificial intelligence tooling and “bots”, may increase our and our vendors’ vulnerability to such attacks.
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
Any such occurrence could adversely affect our projected returns, which may harm our business and financial performance.
The manufacturing and sale of our products, as well as the construction and sale of plants and facilities, may give rise to risks associated with the production, filling, storage, handling, and transport of raw materials, goods, or waste.
Our products and services, if defective or not handled or performed appropriately, have in the past and may in the future lead to personal injuries, business interruptions, environmental damages, or other significant damages, which may result, among other consequences, in liability, losses, monetary penalties, or compensation payments, environmental clean-up costs, or other costs and expenses, exclusion from certain market sectors deemed important for future development of the business, and/or loss of reputation, all of which could have a material adverse effect on our business and results of operations.
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
Actions of activist shareholders may be disruptive and costly.
While we value constructive feedback from our investors and regularly engage in dialogue with them on various matters, the Company may nonetheless be subject to actions or proposals from activist shareholders that may not align with our business strategies or the interests of our other shareholders.
An activist investor, Mantle Ridge L.P. and certain of its affiliates (together, "Mantle Ridge") recently nominated a slate of nine director candidates to stand for election at the Company’s 2025 Annual Meeting of Shareholders and on 19 November 2024, Mantle Ridge filed a preliminary proxy statement with the SEC indicating its intention to solicit proxies on behalf of its nominees.
Because Mantle Ridge nominated a full slate of nine directors, if all or a majority of Mantle Ridge's nominees are elected, Mantle Ridge would gain control of the Company without paying a premium to shareholders.
The Board of Directors accordingly concluded that Mantle Ridge's proposal should be decided by the shareholders of the Company and not by the Board.
The resulting proxy contest could be costly and time consuming for the Company and may divert management’s and our Board’s attention and resources from our business.
In addition, if nominees advanced by Mantle Ridge are elected to our Board with a specific agenda, it may adversely affect our ability to effectively and timely implement our growth strategy, which could have an adverse effect on our business and our results of operations and financial condition.
If a sufficient number of Mantle Ridge's nominees are elected, it may be deemed to constitute a change in control under certain of our material contracts and agreements.
As a result of these factors, the proxy contest may cause significant fluctuation in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
Even if we are successful in this proxy contest, we may incur significant expenses.
In addition, perceived uncertainties as to our future direction, strategy, or leadership created by the proxy contest may result in the loss of business opportunities and make it more difficult to attract and retain investors, customers, employees, and other business partners.
We cannot predict the outcome or timing of any matters relating to the anticipated proxy contest or the ultimate impact that such matters may have on our business, liquidity, financial condition, or results of operations.
In addition, reduced demand could depress sales, decrease our margins, constrain our operating flexibility or reduce efficient utilization of our manufacturing capacity, or result in charges which are unusual or nonrecurring.
[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
316 rewritten, 237 added, 175 removed, 505 unchanged
| [Business [removed: Overview](#i4d625662c329411fbec3449fce3cd3a4_49)] [added: Overview](#i81a6c7b1aa154edda95d8bb8e734184e_52)] | | | [removed: [23](#i4d625662c329411fbec3449fce3cd3a4_49)] [added: [28](#i81a6c7b1aa154edda95d8bb8e734184e_52)] | | |
| [Results of [removed: Operations](#i4d625662c329411fbec3449fce3cd3a4_61)] [added: Operations](#i81a6c7b1aa154edda95d8bb8e734184e_61)] | | | [removed: [26](#i4d625662c329411fbec3449fce3cd3a4_61)] [added: [31](#i81a6c7b1aa154edda95d8bb8e734184e_61)] | | |
| [Reconciliations of Non-GAAP Financial [removed: Measures](#i4d625662c329411fbec3449fce3cd3a4_64)] [added: Measures](#i81a6c7b1aa154edda95d8bb8e734184e_64)] | | | [removed: [33](#i4d625662c329411fbec3449fce3cd3a4_64)] [added: [37](#i81a6c7b1aa154edda95d8bb8e734184e_64)] | | |
| [Liquidity and Capital [removed: Resources](#i4d625662c329411fbec3449fce3cd3a4_82)] [added: Resources](#i81a6c7b1aa154edda95d8bb8e734184e_79)] | | | [removed: [39](#i4d625662c329411fbec3449fce3cd3a4_82)] [added: [43](#i81a6c7b1aa154edda95d8bb8e734184e_79)] | | |
| [Pension [removed: Benefits](#i4d625662c329411fbec3449fce3cd3a4_85)] [added: Benefits](#i81a6c7b1aa154edda95d8bb8e734184e_82)] | | | [removed: [43](#i4d625662c329411fbec3449fce3cd3a4_85)] [added: [47](#i81a6c7b1aa154edda95d8bb8e734184e_82)] | | |
| [Critical Accounting Policies and [removed: Estimates](#i4d625662c329411fbec3449fce3cd3a4_91)] [added: Estimates](#i81a6c7b1aa154edda95d8bb8e734184e_85)] | | | [removed: [44](#i4d625662c329411fbec3449fce3cd3a4_91)] [added: [49](#i81a6c7b1aa154edda95d8bb8e734184e_85)] | | |
These reconciliations and explanations regarding the use of non-GAAP measures are presented under the “*Reconciliations of Non-GAAP Financial Measures*” section beginning on page [removed: [33](#i4d625662c329411fbec3449fce3cd3a4_64).][added: [37](#i81a6c7b1aa154edda95d8bb8e734184e_64).]
Comparisons included in the discussion that follows are for fiscal year [removed: 2023] [added: 2024] versus ("vs.") fiscal year [removed: 2022.][added: 2023.]
A discussion of changes from fiscal year [removed: 2021] [added: 2022] to fiscal year [removed: 2022] [added: 2023] and other financial information related to fiscal year [removed: 2021] [added: 2022] is available in [Part II, Item [removed: 7,](http://www.sec.gov/ix?doc=/Archives/edgar/data/2969/000000296922000054/apd-20220930.htm#i3e0489144d384b6fb24d98993cd45ebe_49)] [added: 7,](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-20230930.htm#i4d625662c329411fbec3449fce3cd3a4_46)] *[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](http://www.sec.gov/ix?doc=/Archives/edgar/data/2969/000000296922000054/apd-20220930.htm#i3e0489144d384b6fb24d98993cd45ebe_49)*,] [added: Operations](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-20230930.htm#i4d625662c329411fbec3449fce3cd3a4_46)*,] of our Annual Report on Form 10-K for the fiscal year ended 30 September [removed: 2022,] [added: 2023,] which was filed with the SEC on [removed: 22] [added: 16] November [removed: 2022.][added: 2023.]
For information concerning activity with our related parties, refer to Note [removed: 24,] [added: 25,] *Supplemental Information*, to the consolidated financial statements.
[removed: Our] [added: Focused on serving energy, environmental, and emerging markets, we are committed to generating a cleaner future by offering] products and services [added: that] enable our customers to improve their environmental performance, product quality, and productivity.
Our core [added: 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 [removed: world’s] [added: world's] largest clean hydrogen projects that will support the transition to low- and zero-carbon energy in the [added: industrial and] heavy-duty transportation [removed: and industrial] sectors.
[removed: Air Products conducts] [added: We conduct] business in approximately 50 countries and regions throughout the world.
For additional information regarding our supply modes and business segments, refer to Note [removed: 6,] [added: 7,] *Revenue Recognition*, and Note [removed: 25,] [added: 26,] *Business Segment and Geographic Information*, to the consolidated financial statements.
We also recognized higher [added: equity affiliates'] income from our [removed: equity affiliates due to the contribution of the second phase of the Jazan gasification and power project and positive results from other] unconsolidated joint [removed: ventures across] [added: ventures, particularly in] the [removed: regions.][added: Americas segment.]
[removed: This funding is an important strategic milestone that] [added: These cash-generating actions] will [removed: allow] [added: enable] us to continue [removed: executing] [added: investing in] projects that will [added: provide clean hydrogen at scale to] accelerate the energy transition while creating long-term value for our shareholders.
In fiscal year [removed: 2023, we] [added: 2024, the Board of Directors] increased [removed: our] [added: the quarterly] dividend to [removed: $1.75] [added: $1.77] per share, representing [removed: an 8%] [added: a 1%] increase, or [removed: $0.13] [added: $0.02] per share, from the previous dividend of [removed: $1.62] [added: $1.75] per share.
Fiscal Year [removed: 2023] [added: 2024] Highlights
[removed: -] Sales of [removed: $12.6] [added: $5.0] billion decreased [removed: 1%,] [added: 6%,] or [removed: $98.6, as] [added: $329.2, due to] lower energy cost pass-through to customers of [removed: 6%] [added: 9%] and [added: an] unfavorable currency [added: impact] of [removed: 3% were mostly] [added: 1%, partially] offset by higher pricing of [removed: 5%] [added: 3%] and higher volumes of [removed: 3%.][added: 1%.]
Operating margin of [removed: 19.8%] [added: 31.1%] increased [removed: 140 basis points ("bp")] [added: 430 bp] from [removed: 18.4%] [added: 26.8%] in the prior [removed: year, which included a positive impact from] [added: year primarily due to] lower energy cost pass-through to customers [removed: in 2023.][added: and favorable pricing.]
- Adjusted EBITDA of [removed: $4.7] [added: $5.0] billion increased [removed: 11%,] [added: 7%,] or [removed: $454.8,] [added: $344.5,] and adjusted EBITDA margin of [removed: 37.3%] [added: 41.7%] increased [removed: 390] [added: 440] bp from [removed: 33.4%] [added: 37.3%] in the prior year.
- Diluted EPS of [removed: $10.30] [added: $17.24] increased [removed: 2%,] [added: 67%,] or [removed: $0.22] [added: $6.94] per share, and adjusted diluted EPS of [removed: $11.51] [added: $12.43] increased [removed: 12%,] [added: 8%,] or [removed: $1.26] [added: $0.92] per share.
The per share impacts [added: for the items] presented in the table below were calculated independently and may not sum to the total change in diluted EPS due to rounding.
| Fiscal Year Ended 30 September | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | Increase (Decrease) | | |
| Total Diluted EPS | | | [removed: $10.33] [added: $17.18] | | | [removed: $10.14] [added: $10.33] | | | [removed: $0.19] [added: $6.85] | | |
| Less: Diluted EPS from [added: (loss)] income from discontinued operations | | | [removed: 0.03] [added: (0.06)] | | | [removed: 0.06] [added: 0.03] | | | [removed: (0.03)] [added: (0.09)] | | |
| Diluted EPS From Continuing Operations | | | [removed: $10.30] [added: $17.24] | | | [removed: $10.08] [added: $10.30] | | | [removed: $0.22] [added: $6.94] | | |
| % Change from prior year | | | | | | | | | [removed: 2] [added: 67] | | % |
| Volume | | | [added: 1] | | [added: %] | | | | [removed: $0.22] | | |
| Price, net of variable costs | | | | | | | | | [removed: 2.39] [added: 0.70] | | |
| Other costs | | | | | | | | | [removed: (1.11)] [added: (0.08)] | | |
| Currency | | | [added: —] | | [added: %] | | | | [removed: (0.29)] | | |
| Business and asset actions | | | | | | | | | [removed: (0.65)] [added: 0.72] | | |
| Equity affiliates' income | | | | | | | | | [removed: $0.40] [added: $0.16] | | |
| Interest expense | | | | | | | | | [removed: (0.18)] [added: (0.15)] | | |
| Other non-operating income/expense, [removed: net, excluding discrete item below] [added: net:] | | | | | | | | | [removed: 0.11] | | |
| Non-service pension [removed: cost/benefit,] [added: cost,] net | | | | | | | | | [removed: (0.44)] [added: (0.05)] | | |
| Change in effective tax rate | | | | | | | | | [removed: (0.12)] [added: 0.17] | | |
| Noncontrolling interests | | | | | | | | | [removed: (0.15)] [added: (0.01)] | | |
| [2024 in Summary](#i81a6c7b1aa154edda95d8bb8e734184e_55) | | | [29](#i81a6c7b1aa154edda95d8bb8e734184e_55) | | |
| [Outlook](#i81a6c7b1aa154edda95d8bb8e734184e_58) | | | [31](#i81a6c7b1aa154edda95d8bb8e734184e_58) | | |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
Through our sale of equipment businesses, we also provide turbomachinery, membrane systems, and cryogenic containers globally.
Our results of operations for the periods presented in this Annual Report on Form 10-K include the results of our former liquefied natural gas ("LNG") process technology and equipment business, which we sold to Honeywell International Inc. on 30 September 2024.
This divestiture, which does not qualify for presentation as a discontinued operation, reflects our commitment to our industrial gases and clean hydrogen growth strategy.
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
2024 IN SUMMARY
Underlying results in our core industrial gases business were positive across our three largest regional segments, reflecting both merchant pricing gains and lower power costs in the Americas and Europe segments as well as favorable on-site volumes globally as we brought new plants onstream.
The favorable volumes in our on-site business, which contributed approximately half our annual consolidated sales, were partially offset by lower global demand for merchant products as well as lower equipment sales in our Corporate and other segment.
Additionally, the strategic productivity actions that we initiated in 2023 drove cost improvement across our organization, which partially offset higher costs resulting from inflation and increased planned maintenance activities.
Strategic capital allocation is one of our top priorities at Air Products.
In addition to investing in our low- and zero-carbon hydrogen projects currently under construction, we continued to deploy capital in our core industrial gases business by investing in new industrial gas plants as well as maintaining and replacing existing facilities.
Additionally, at the end of September, we recognized a gain of approximately $1.6 billion in operating income ($1.2 billion after tax, or $5.38 per share) upon completion of the sale of the LNG business.
Divesting this non-core business reflects our continued focus on executing our growth strategy.
We also issued $2.5 billion of green senior notes to fund projects that are expected to have environmental benefits as defined under our Green Finance Framework.
We believe providing a consistent dividend plays a critical part in the creation of shareholder value.
During fiscal year 2024, we returned approximately $1.6 billion to our shareholders through dividend payments.
Comparisons presented in the highlights below are for fiscal year 2024 vs. fiscal year 2023.
Volume and currency were both flat versus the prior year.
- Operating income of $4.5 billion increased 79%, or $2.0 billion, primarily due to the $1.6 billion gain recognized on the sale of the LNG business during the fourth quarter of fiscal year 2024 as well as positive pricing, lower charges for business and asset actions, and favorable business mix, partially offset by an unfavorable impact from currency and higher costs.
Operating margin of 36.9% increased 1,710 basis points ("bp") from 19.8% in the prior year.
- Equity affiliates' income of $647.7 increased 7%, or $43.4, as higher income from affiliates in the Americas segment was partially offset by a lower contribution from an affiliate in Europe.
- Net income of $3.9 billion increased 65%, or $1.5 billion, and net income margin of 31.9% increased 1,330 bp from 18.6% in the prior year, in each case primarily due to the $1.2 billion after-tax gain recognized upon the sale of the LNG business at the end of the fourth quarter.
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| Operating Items | | | | | | | | | | | |
| Volume | | | | | | | | | $0.23 | | |
| Gain on sale of business | | | | | | | | | 5.38 | | |
| Total Operating Items | | | | | | | | | $6.86 | | |
| Other Items | | | | | | | | | | | |
| Loss on de-designation of cash flow hedges | | | | | | | | | (0.02) | | |
| Other | | | | | | | | | (0.01) | | |
| Total Other Items | | | | | | | | | $0.09 | | |
| Fiscal Year Ended 30 September | | | 2024 | | | 2023 | | | Increase (Decrease) | | |
| Diluted EPS From Continuing Operations | | | $17.24 | | | $10.30 | | | $6.94 | | |
| Gain on sale of business | | | (5.38) | | | — | | | (5.38) | | |
| Loss on de-designation of cash flow hedges | | | 0.02 | | | — | | | 0.02 | | |
| % Change from prior year | | | | | | | | | 8 | | % |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
We have focused teams within Air Products executing the two pillars of our growth strategy, which are underpinned by our core competencies, technology, and more than 80 years of industrial gas experience, including over 65 years of hydrogen expertise.
| [2023 in Summary](#i4d625662c329411fbec3449fce3cd3a4_52) | | | [23](#i4d625662c329411fbec3449fce3cd3a4_52) | | |
| [Outlook](#i4d625662c329411fbec3449fce3cd3a4_58) | | | [26](#i4d625662c329411fbec3449fce3cd3a4_58) | | |
[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)
Additionally, we are the world leader in the supply of LNG process technology and equipment and provide turbomachinery, membrane systems, and cryogenic containers globally.
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.
Due to the structure of our contracts, which generally contain fixed monthly charges and/or minimum purchase requirements, our on-site business generates stable cash flow and consistently contributes about half our total sales, regardless of the economic environment.
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.
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.
- Operating income of $2.5 billion increased 7%, or $155.8, as our pricing actions and higher volumes were partially offset by higher costs and unfavorable currency.
Additionally, we recorded higher charges for business and asset actions in fiscal year 2023 compared to fiscal year 2022.
- 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.
| Operating Impacts | | | | | | | | | | | |
| Total Operating Impacts | | | | | | | | | $0.56 | | |
| Other Impacts | | | | | | | | | | | |
| Equity method investment impairment charge | | | | | | | | | 0.05 | | |
| Weighted average diluted shares | | | | | | | | | (0.01) | | |
| Total Other Impacts | | | | | | | | | ($0.34) | | |
| Equity method investment impairment charge | | | — | | | 0.05 | | | (0.05) | | |
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.
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, such as our blue hydrogen and blue ammonia clean energy complex in Louisiana.
We are also gaining support from foreign regulators for our projects outside the U.S., including the recently announced blue hydrogen project in the Netherlands.
We believe the infrastructure readiness we are preparing now will continue to be a competitive advantage for Air Products, allowing us to create sustainable growth opportunities that deliver value to our shareholders, customers, employees, and communities around the world.
Lower natural gas prices in the Americas and Europe segments drove the lower energy cost pass-through to our on-site customers.
Pricing actions in our merchant business improved sales across each of our regional segments, while the volume improvement was primarily attributable to our on-site business in the Americas and Asia segments.
The unfavorable costs were driven by inflation, project development activities, and planned maintenance.
Selling and administrative expense of $957.0 increased 6%, or $56.4, primarily due to higher employee compensation, inflation, and additional costs to support growth, partially offset by a favorable impact from currency.
The remaining expense included $27.0 for severance and other benefits associated with position eliminations and restructuring of certain organizations globally.
In fiscal year 2022, we divested our small industrial gas business in Russia due to Russia's invasion of Ukraine.
As a result, we recorded a noncash charge of $73.7 ($61.0 after tax, or $0.27 per share), which included transaction costs and cumulative currency translation losses.
Other income of $34.8 decreased 38%, or $21.1, primarily due to lower income from the sale of assets and fees charged to our equity affiliates for use of patents and technology as well as an unfavorable foreign exchange impact.
An excerpt. Shown here: 40 of 316 rewritten, 40 of 237 added and 40 of 175 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
12 rewritten, 4 added, 3 removed, 20 unchanged
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: 14,] [added: 15,] *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: 15,] [added: 16,] *Fair Value Measurements*, to the consolidated financial statements.
Our net financial instrument position increased from a liability of [removed: $6,898.6] [added: $8,990.8] at 30 September [removed: 2022] [added: 2023] to a liability of [removed: $8,990.8] [added: $13,855.3] at 30 September [removed: 2023.][added: 2024.]
Our debt portfolio as of 30 September [removed: 2022,] [added: 2024,] including the effect of currency and interest rate swap agreements, was composed of [removed: 79%] [added: 87%] fixed-rate debt and [removed: 21%] [added: 13%] 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: 2023,] [added: 2024,] with all other variables held constant.
A 100 bp increase in market interest rates would result in a decrease of [removed: $728] [added: $1,035] and [removed: $364] [added: $728] in the net liability position of financial instruments at 30 September [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.
A 100 bp decrease in market interest rates would result in an increase of [removed: $845] [added: $1,197] and [removed: $425] [added: $845] in the net liability position of financial instruments at 30 September [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: $21] [added: $19] and [removed: $16] [added: $21] of interest incurred per year at 30 September [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.
A 100 bp decline in interest rates would lower interest incurred by [removed: $21] [added: $19] and [removed: $16] [added: $21] per year at 30 September [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: $308] [added: $408] and [removed: $165] [added: $308] in the net liability position of financial instruments at 30 September [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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 $55 and [removed: $20,] [added: $25,] respectively.
The increase was primarily due to the issuance of green senior notes as well as additional borrowings under the project financing associated with the NEOM Green Hydrogen Project as discussed in Note 3, *Variable Interest Entities*, to the consolidated financial statements.
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The increase in sensitivity is primarily due to additional borrowings under the project financing associated with the NEOM Green Hydrogen Project.
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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.
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The increase in sensitivity is primarily due to the issuance of Euro-denominated fixed-rate notes during the fiscal year.
Item 1. Business
48 rewritten, 38 added, 14 removed, 111 unchanged
Focused on serving energy, environmental, and emerging markets, we [removed: offer] [added: are committed to generating] a [removed: portfolio of] [added: cleaner future by offering] products and services that [removed: enables] [added: enable our] customers to improve their environmental performance, product quality, and productivity.
Our [added: regional] 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.
[removed: We also develop, engineer, build, own,] [added: With sustainability at its core, our two-pillar growth strategy includes the optimization] and [removed: operate] [added: growth of our core industrial gases business while developing, engineering, building, owning, and operating] some of the world’s largest clean hydrogen projects that will [removed: support] [added: advance] the transition to low- and zero-carbon energy in the [added: industrial and] heavy-duty transportation [removed: and industrial] sectors.
We manage our operations, assess performance, and report earnings under five reportable segments: [removed: Americas; Asia; Europe;] [added: Americas, Asia, Europe,] Middle East and [removed: India;] [added: India,] and Corporate and other.
Refer to Note [removed: 25,] [added: 26,] *Business Segment and Geographic Information*, to the consolidated financial statements for additional information.
Our industrial gases business, which is organized and operated regionally in the Americas, Asia, Europe, and Middle East and India segments, produces and sells atmospheric gases such as oxygen, nitrogen, and argon; process gases such as hydrogen, helium, carbon dioxide [removed: (CO2),] [added: ("CO2"),] carbon monoxide, and syngas (a mixture of hydrogen and carbon monoxide); and specialty gases.
Overall regional industrial gases sales constituted over 90% of consolidated sales in fiscal years [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] approximately half of which were attributable to atmospheric gases.
During fiscal year [removed: 2023,] [added: 2024,] no significant difficulties were encountered in obtaining adequate supplies of power and natural gas.
Because helium is generally sourced globally at long distances from point of sale, we maintain an inventory of helium in our fleet of ISO containers as well as [removed: at the U.S. Bureau of Land Management] [added: in] underground storage [removed: facility] [added: facilities] in Amarillo, [removed: Texas,] [added: Texas] and [removed: our storage cavern near] Beaumont, Texas.
We design and manufacture equipment for air separation, hydrocarbon recovery and purification, [removed: natural gas liquefaction,] and liquid helium and liquid hydrogen transport and storage.
The Corporate and other segment also includes the results of our [removed: LNG equipment] [added: Rotoflow] business, [added: which manufactures turboexpanders and other precision rotating equipment, and] our Gardner Cryogenics business, which fabricates helium and hydrogen transport and storage [removed: containers, and our Rotoflow business, which manufactures turboexpanders and other precision rotating equipment.][added: containers.]
Competition in the equipment business is based primarily on plant [removed: efficiency,] [added: efficiency and technological performance,] service, technical know-how, and price, as well as schedule and plant performance guarantees.
Our sale of equipment supply mode constituted less than 10% of consolidated sales in fiscal years [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]
A negative trend affecting one of these industries, or the loss of one of these major customers, although not material to our consolidated [removed: revenue,] [added: sales,] could have an adverse impact on our financial results.
Substantially all our equity method investments are in foreign industrial gas producers, the largest of which operate in [added: Algeria,] China, India, Italy, Mexico, Saudi Arabia, South Africa, and Thailand.
For additional information regarding these investments, refer to Note [removed: 9,] [added: 10,] *Equity Affiliates*, to the consolidated financial [removed: statements under Item 8 below.][added: statements.]
Our international businesses are subject to risks customarily encountered in foreign operations, including fluctuations in foreign currency exchange rates and controls, tariffs, trade sanctions, import and export controls, and other economic, political, and regulatory policies of local governments described in Item 1A, *Risk Factors*, [removed: below.][added: of this Annual Report on Form 10-K.]
Financial information about our foreign operations and investments is included in Note [removed: 9,] [added: 10,] *Equity Affiliates*; Note [removed: 23,] [added: 24,] *Income Taxes*; and Note [removed: 25,] [added: 26,] *Business Segment and Geographic Information*, to the consolidated financial [removed: statements included under Item 8, below.][added: statements.]
Information about foreign currency translation is included under “Foreign Currency” in Note 1, *Basis of Presentation and Major Accounting Policies*, [removed: and information on our exposure] to [removed: currency fluctuations is included in Note 14, *Financial Instruments*, to] the consolidated financial [removed: statements, included under Item 8, below, and in “Foreign Currency Exchange Rate Risk,” included under Item 7A, below.][added: statements.]
During fiscal year [removed: 2023,] [added: 2024,] we owned approximately [removed: 625] [added: 600] United States patents, approximately [removed: 3,300] [added: 3,200] 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: 18,] [added: 19,] *Commitments and Contingencies*, to the consolidated financial [removed: statements, included under Item 8, below.][added: statements.]
In Ontario, Environment & Climate Change Canada’s Output Based Pricing System [removed: (“OBPS”)] was replaced by the GHG Emissions Performance Standards [removed: ("EPS")] program beginning 1 January 2022.
In addition, the U.S. Environmental Protection Agency [removed: (“EPA”)] requires mandatory reporting of GHG emissions and is regulating GHG emissions for new construction and major modifications to existing facilities.
The European Union has issued the Corporate Sustainability Reporting Directive [removed: ("CSRD")] [added: as well as the Corporate Sustainability Due Diligence Directive,] 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 [removed: entities, and a similar proposal is under consideration by the U.S. Securities and Exchange Commission ("SEC").][added: entities.]
[removed: We believe we will be able to mitigate some of the increased costs through contractual terms, but] [added: However,] the lack of definitive legislation or regulatory requirements prevents an accurate estimate of the long-term impact these measures will have on our operations.
We continue to develop technologies to help our facilities and our customers lower energy consumption, improve [removed: efficiency] [added: efficiency,] and lower emissions.
We see significant opportunities for hydrogen for [removed: mobility and] [added: mobility, low carbon intensity hydrogen production supporting the global] energy transition, [added: utilization of] carbon capture technologies, [added: including subsequent CO2 product use or sequestration,] and gasification.
Expenditures for capital projects intended to control pollution from existing operating facilities as required under current environmental regulations were not material in fiscal years [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]
We do not expect material expenditures for these projects in fiscal year [removed: 2024.][added: 2025.]
For additional information regarding environmental matters, refer to Note [removed: 18,] [added: 19,] *Commitments and Contingencies*, to the consolidated financial statements.
[removed: These] [added: Our] 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 Sustainability Report details our [removed: growth] strategy and the role our employees play in achieving our goals.
The [removed: information posted on our website, including] [added: content of] our [removed: Sustainability Report,] [added: website] is not incorporated by reference into, and does not form part of, this Annual Report on Form 10-K.
As of 30 September [removed: 2023,] [added: 2024,] we had approximately 23,000 employees, of which over [removed: 90%] [added: 95%] were working full-time and [removed: 74%] [added: approximately 75%] were located outside the United States.
[removed: Over] [added: Under] 20% of our total workforce is covered by such agreements.
We believe our employees are our most valuable asset and are critical to our [removed: success as an organization.][added: organization's success.]
Integral to our success is the continued development of our 4S culture (Safety, Speed, Simplicity and Self-Confidence) and [removed: creating] [added: the creation of] a work environment where our employees feel that they belong and matter.
Our talent-related initiatives, including employee recruitment and development, diversity and inclusion, and compensation and [removed: benefit] [added: benefits] programs, focus on building and retaining the world-class talent [removed: needed] to execute our two-pillar growth strategy and fulfill Air Products' higher purpose.
[removed: Our goal] [added: Safety] is [added: a core value and fundamental] to [removed: be] [added: our goal of being] the [removed: safest] [added: safest, most diverse, and most profitable] industrial gas company in the world.
Our [removed: 2023] [added: 2024] Sustainability Report sets forth our announced goals to further increase the percentage of women and U.S. minorities in professional and managerial roles and the recruitment and talent development strategies we have in place to ensure we meet these ambitions.
Additional information about Air Products is available on our website at www.airproducts.com.
References to our website within this report are inactive textual references only.
Air Products trades on the New York Stock Exchange under the symbol "APD".
Notes to the consolidated financial statements that are referenced in the disclosures that follow can be found under Item 8, *Financial Statements and Supplementary Data*, of this Annual Report on Form 10-K.
Through our sale of equipment businesses, we also provide turbomachinery, membrane systems, and cryogenic containers globally.
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Additionally, through the end of fiscal year 2024, our Corporate and other segment included our liquefied natural gas ("LNG") process technology and equipment business, which was sold to Honeywell International Inc. on 30 September 2024.
Refer to Note 4, *Gain on Sale of Business*, to the consolidated financial statements for additional information regarding the sale.
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Information about our exposure to currency fluctuations is included in Note 15, *Financial Instruments*, to the consolidated financial statements, and in “Foreign Currency Exchange Rate Risk” included under Item 7A, *Quantitative and Qualitative Disclosures About Market Risk*, of this Annual Report on Form 10-K.
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In Taiwan, enforcement of the Climate Change Response Act began in 2023 and a carbon fee was implemented effective 29 August 2024.
In March 2024, the SEC issued final rules for "The Enhancement and Standardization of Climate-Related Disclosures for Investors,” which would have required certain climate-related disclosures in our Annual Report on Form 10-K.
In April 2024, the SEC stayed the effectiveness of the final rules pending the outcome of certain legal challenges.
We will be able to mitigate costs related to the consumption of electric power through the use of renewable electricity and some of the other increased costs through contractual terms.
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We believe safety is a moral obligation, and we want our employees to return home to their families safe and healthy daily.
Our overarching safety goal is zero accidents and incidents.
We strive to continually improve the safety and health of our colleagues, contractors, customers, and host communities.
Air Products uses a multidisciplinary approach to safety and health, which includes a global Environment, Health and Safety ("EHS) policy; goals for employee, contractor, and transportation safety; a Global EHS Management System that supports the principles of ISO 45001; employee training based on job function; risk assessment processes for workers, operations, products, transportation, and regulatory requirements, including an escalation process for engaging our EHS Risk Council; compliance audits conducted by our EHS Assurance Team; review of performance by our Board of Directors, Sustainability Leadership Council, businesses and operations, and members of our Safety and Health Centers of Excellence at least annually; internal reporting of results on a monthly basis; and external reporting on safety performance through our annual Sustainability Report, public website, and responses to various stakeholders.
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In addition to our Chairman, President, and Chief Executive Officer, our Executive Vice President and Chief Financial Officer, and our Executive Vice President, General Counsel and Secretary, the executive officers' information below includes members of senior leadership who were named to the Management Board as announced on 22 July 2024.
These Management Board members were designated as executive officers effective 1 October 2024.
The table below identifies each executive officer by name, age, and offices held as of 21 November 2024.
| Ivo Bols | | | 63 | | | President, Europe and Africa since 2017. Mr. Bols previously served as Vice President and General Manager, Merchant Gases-Asia from 2007 to 2011, Vice President and General Manager, Global Liquid Bulk, Generated Gases and Helium from 2011 to 2012, Vice President and General Manager, Merchant Gases–Europe, from 2012 to 2014, and President, EMEA from 2014 to 2016. Mr. Bols joined the Company in 1988. | | |
| Wolfgang Brand | | | 47 | | | President, Project Delivery and Technical since July 2024. Mr. Brand joined the Company in May 2020 and initially served as Vice President, NEOM Green Hydrogen until March 2024 and then as General Manager, Project Delivery EMEA until July 2024. Mr. Brand previously served as Chief Executive Officer and Managing Director of EMT Ingenieurgesellschaft H. Euer mbH, a medium-sized enterprise producing and maintaining aerial reconnaissance systems, from 2018 until 2020. Mr. Brand previously worked at Linde AG in a series of positions of increasing responsibility, including as Vice President of Petrochemicals Business Development and Sales. | | |
| Victoria Brifo | | | 56 | | | Executive Vice President, Chief Human Resources Officer (became Senior Vice President, Chief Human Resources Officer in June 2018 and Executive Vice President in October 2024). Ms. Brifo joined the Company in 2001 as site leader in Geismar, Louisiana, and progressed through a series of plant and other leadership positions, including prior service as Global Diversity Director, Global Manager of Electronics Operations, Industrial Gases Transformation Leader, and Vice President, Equipment Sales, Plant Support and Central Procurement. Ms. Brifo has also served on the board of directors of Trinseo plc, a publicly listed provider of specialty material solutions, since June 2021. | | |
| Brian Galovich | | | 51 | | | Executive Vice President, Chief Information Officer (became Chief Information Officer in December 2020 and Executive Vice President in October 2024). Prior to joining the Company, Mr. Galovich spent 24 years at United Technologies Corporation in multiple leadership roles within digital technology, including as Vice President, Digital Technology, and Chief Information Officer of Collins Aerospace from 2018 to 2020, as Chief Information Officer of Global Business Systems for United Technologies from 2017 to 2018, and Chief Information Officer of Pratt & Whitney from 2016 to 2017. | | |
| Ahmed Hababou | | | 56 | | | President, Middle East and India since February 2023. Mr. Hababou previously served as Vice President, Green Hydrogen from September 2020 until January 2023, Vice President, Southern Europe and Maghreb from 2016 to 2020, head of European Specialty Gases & Helium Operations from 2013-2016, head of operations and supply chain in Southern Europe from 2008-2013 and general manager of the Middle East from 2005-2008. Mr. Hababou joined the Company in 2002. | | |
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| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name | | | Age | | | Office | | |
| Kurt Lefevere | | | 54 | | | President, Asia since June 2024. Mr. Lefevere previously served as Vice President, Northern Europe from 2015 until June 2024, Manager, Strategy Development and Performance Enhancement for the Company’s Global Merchant division from 2013 until 2014, and General Manager for the Packaged Gases division in Asia from 2011 until 2013. Mr. Lefevere joined the Company in 1994. | | |
| Francesco Maione | | | 55 | | | President, Americas since December 2020. Mr. Maione previously served as President, Atmospheric Gases, Americas during 2020, as Vice President and General Manager, South America from 2019 until early 2020, as Vice President, Northern Region Americas, from 2018 to 2019 and Vice President, Southern Region, Americas, from 2016 to 2018. Mr. Maione joined the Company in 1998. | | |
| Wilbur Mok | | | 63 | | | President, Equipment Businesses since July 2024. Mr. Mok previously served as President, Asia from October 2014 to June 2024, as Vice President, Energy and Materials, and General Services from April 2014 to September 2014, and as Vice President, North America Tonnage Gases from October 2009 to March 2014. Mr. Mok joined the Company in 1986. | | |
| Walter L. Nelson | | | 61 | | | Senior Vice President, Global Helium and Rare Gases (became General Manager, Global Helium and Rare Gases in April 2014, Vice President, Global Helium and Rare Gases in April 2020 and Senior Vice President in August 2024). Mr. Nelson previously served in the Company’s helium business in a variety of operations and commercial positions since he joined the Company in 1990. | | |
Air Products has a sustainability-driven two-pillar growth strategy consisting of the expansion and efficient operation of our core industrial gases business and the execution of projects that provide world-scale clean hydrogen.
Additionally, we are the world leader in the supply of liquefied natural gas ("LNG") process technology and equipment and provide turbomachinery, membrane systems, and cryogenic containers globally.
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We obtain helium from several sources globally, including crude helium for purification from the U.S. Bureau of Land Management's helium reserve.
In Taiwan, Greenhouse Gases Emissions Registration and Verification Management Act will be enforced beginning in 2023.
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.
Safety is fundamental to who we are as a company.
Safety is a shared value, and our employees’ commitment to safety is demonstrated in many ways every day.
Safety is a critical component of everything we do, everywhere in the world.
The information posted on our website is not incorporated by reference into, and does not form part of, this Annual Report on Form 10-K.
Available Information
Such documents are available as soon as reasonably practicable after electronic filing of the material with the SEC.
Our executive officers and their respective positions and ages on 16 November 2023 follow.
| Dr. Samir J. Serhan | | | 62 | | | Chief Operating Officer (Executive Vice President since December 2016 and Chief Operating Officer since May 2020). Dr. Serhan served as President, Global HyCO, from 2014 to 2016 for Praxair Inc. From 2000-2014, he worked in leadership positions in the U.S. and Germany for The Linde Group, including as Managing Director of Linde Engineering from 2008-2014. | | |
An excerpt. Shown here: 40 of 48 rewritten, all 38 added and all 14 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Item 3. Legal Proceedings
5 rewritten, 3 added, 1 removed, 17 unchanged
Presently there are [removed: 27] [added: 26] 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 are otherwise engaged in investigation or remediation, including cleanup activity at certain of our current and former manufacturing sites.
Additional information on our environmental exposure is included under Item 1, Business–Environmental Regulation, and Note [removed: 18,] [added: 19,] *Commitments and Contingencies*, to the consolidated financial statements.
CADE imposed a civil fine of R$179.2 million (approximately [removed: $36] [added: $33] million at 30 September [removed: 2023)] [added: 2024)] 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: $36] [added: $33] million at 30 September [removed: 2023)] [added: 2024)] plus interest accrued thereon until final disposition of the proceedings.
[removed: In April 2023,] [added: During the third quarter of fiscal year 2024,] we [removed: received a favorable ruling from] [added: settled] a [removed: Texas state court in litigation involving disputed] [added: dispute regarding] energy management charges related to [removed: Winter Storm Uri,] a severe winter weather storm that impacted the U.S. Gulf Coast in February 2021.
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
As a result of the settlement, we recognized a gain of $7.7 million that is reflected within "Other income (expense), net" on our consolidated income statements for the fiscal year ended 30 September 2024.
We collected the settlement in full in July 2024.
The ruling is subject to appeal and had no impact on our consolidated financial statements for the fiscal year ended 30 September 2023.
Cover and table of contents
30 rewritten, 6 added, 4 removed, 129 unchanged
| | | | For the fiscal year ended 30 September [removed: 2023] [added: 2024] | | |
[removed: ][added: ]
The aggregate market value of the voting stock held by non-affiliates of the registrant on 31 March [removed: 2023] [added: 2024] was approximately [removed: $63.6] [added: $53.7] billion.
The number of shares of common stock issued and outstanding as of 31 October [removed: 2023] [added: 2024] was [removed: 222,207,726.][added: 222,378,909.]
Portions of the registrant’s definitive Proxy Statement for the [added: 2025] Annual Meeting of Shareholders [removed: to be held on 25 January 2024] are incorporated by reference into Part III.
For the fiscal year ended 30 September [removed: 2023][added: 2024]
| ITEM 1. | | | [removed: [BUSINESS](#i4d625662c329411fbec3449fce3cd3a4_19)] [added: [BUSINESS](#i81a6c7b1aa154edda95d8bb8e734184e_19)] | | | [removed: [5](#i4d625662c329411fbec3449fce3cd3a4_19)] [added: [5](#i81a6c7b1aa154edda95d8bb8e734184e_19)] | | |
| ITEM 1A. | | | [RISK [removed: FACTORS](#i4d625662c329411fbec3449fce3cd3a4_22)] [added: FACTORS](#i81a6c7b1aa154edda95d8bb8e734184e_22)] | | | [removed: [11](#i4d625662c329411fbec3449fce3cd3a4_22)] [added: [12](#i81a6c7b1aa154edda95d8bb8e734184e_22)] | | |
| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i4d625662c329411fbec3449fce3cd3a4_25)] [added: COMMENTS](#i81a6c7b1aa154edda95d8bb8e734184e_25)] | | | [removed: [17](#i4d625662c329411fbec3449fce3cd3a4_25)] [added: [20](#i81a6c7b1aa154edda95d8bb8e734184e_25)] | | |
| ITEM 2. | | | [removed: [PROPERTIES](#i4d625662c329411fbec3449fce3cd3a4_28)] [added: [PROPERTIES](#i81a6c7b1aa154edda95d8bb8e734184e_31)] | | | [removed: [18](#i4d625662c329411fbec3449fce3cd3a4_28)] [added: [22](#i81a6c7b1aa154edda95d8bb8e734184e_31)] | | |
| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i4d625662c329411fbec3449fce3cd3a4_31)] [added: PROCEEDINGS](#i81a6c7b1aa154edda95d8bb8e734184e_34)] | | | [removed: [19](#i4d625662c329411fbec3449fce3cd3a4_31)] [added: [23](#i81a6c7b1aa154edda95d8bb8e734184e_34)] | | |
| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i4d625662c329411fbec3449fce3cd3a4_34)] [added: DISCLOSURES](#i81a6c7b1aa154edda95d8bb8e734184e_37)] | | | [removed: [19](#i4d625662c329411fbec3449fce3cd3a4_34)] [added: [24](#i81a6c7b1aa154edda95d8bb8e734184e_37)] | | |
| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i4d625662c329411fbec3449fce3cd3a4_40)] [added: SECURITIES](#i81a6c7b1aa154edda95d8bb8e734184e_43)] | | | [removed: [20](#i4d625662c329411fbec3449fce3cd3a4_40)] [added: [25](#i81a6c7b1aa154edda95d8bb8e734184e_43)] | | |
| ITEM 6. | | | [removed: [RESERVED](#i4d625662c329411fbec3449fce3cd3a4_43)] [added: [RESERVED](#i81a6c7b1aa154edda95d8bb8e734184e_46)] | | | [removed: [21](#i4d625662c329411fbec3449fce3cd3a4_43)] [added: [26](#i81a6c7b1aa154edda95d8bb8e734184e_46)] | | |
| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i4d625662c329411fbec3449fce3cd3a4_46)] [added: OPERATIONS](#i81a6c7b1aa154edda95d8bb8e734184e_49)] | | | [removed: [22](#i4d625662c329411fbec3449fce3cd3a4_46)] [added: [27](#i81a6c7b1aa154edda95d8bb8e734184e_49)] | | |
| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i4d625662c329411fbec3449fce3cd3a4_94)] [added: RISK](#i81a6c7b1aa154edda95d8bb8e734184e_88)] | | | [removed: [50](#i4d625662c329411fbec3449fce3cd3a4_94)] [added: [54](#i81a6c7b1aa154edda95d8bb8e734184e_88)] | | |
| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i4d625662c329411fbec3449fce3cd3a4_97)] [added: DATA](#i81a6c7b1aa154edda95d8bb8e734184e_91)] | | | [removed: [52](#i4d625662c329411fbec3449fce3cd3a4_97)] [added: [56](#i81a6c7b1aa154edda95d8bb8e734184e_91)] | | |
| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i4d625662c329411fbec3449fce3cd3a4_208)] [added: DISCLOSURE](#i81a6c7b1aa154edda95d8bb8e734184e_211)] | | | [removed: [117](#i4d625662c329411fbec3449fce3cd3a4_208)] [added: [123](#i81a6c7b1aa154edda95d8bb8e734184e_211)] | | |
| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i4d625662c329411fbec3449fce3cd3a4_211)] [added: PROCEDURES](#i81a6c7b1aa154edda95d8bb8e734184e_214)] | | | [removed: [117](#i4d625662c329411fbec3449fce3cd3a4_211)] [added: [123](#i81a6c7b1aa154edda95d8bb8e734184e_214)] | | |
| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i4d625662c329411fbec3449fce3cd3a4_214)] [added: INFORMATION](#i81a6c7b1aa154edda95d8bb8e734184e_217)] | | | [removed: [117](#i4d625662c329411fbec3449fce3cd3a4_214)] [added: [123](#i81a6c7b1aa154edda95d8bb8e734184e_217)] | | |
| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i4d625662c329411fbec3449fce3cd3a4_1649267443738)] [added: INSPECTIONS](#i81a6c7b1aa154edda95d8bb8e734184e_220)] | | | [removed: [117](#i4d625662c329411fbec3449fce3cd3a4_1649267443738)] [added: [123](#i81a6c7b1aa154edda95d8bb8e734184e_220)] | | |
| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i4d625662c329411fbec3449fce3cd3a4_220)] [added: GOVERNANCE](#i81a6c7b1aa154edda95d8bb8e734184e_226)] | | | [removed: [118](#i4d625662c329411fbec3449fce3cd3a4_220)] [added: [124](#i81a6c7b1aa154edda95d8bb8e734184e_226)] | | |
| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i4d625662c329411fbec3449fce3cd3a4_223)] [added: COMPENSATION](#i81a6c7b1aa154edda95d8bb8e734184e_229)] | | | [removed: [118](#i4d625662c329411fbec3449fce3cd3a4_223)] [added: [124](#i81a6c7b1aa154edda95d8bb8e734184e_229)] | | |
| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i4d625662c329411fbec3449fce3cd3a4_226)] [added: MATTERS](#i81a6c7b1aa154edda95d8bb8e734184e_232)] | | | [removed: [118](#i4d625662c329411fbec3449fce3cd3a4_226)] [added: [124](#i81a6c7b1aa154edda95d8bb8e734184e_232)] | | |
| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i4d625662c329411fbec3449fce3cd3a4_232)] [added: INDEPENDENCE](#i81a6c7b1aa154edda95d8bb8e734184e_235)] | | | [removed: [118](#i4d625662c329411fbec3449fce3cd3a4_232)] [added: [124](#i81a6c7b1aa154edda95d8bb8e734184e_235)] | | |
| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i4d625662c329411fbec3449fce3cd3a4_235)] [added: SERVICES](#i81a6c7b1aa154edda95d8bb8e734184e_238)] | | | [removed: [118](#i4d625662c329411fbec3449fce3cd3a4_235)] [added: [124](#i81a6c7b1aa154edda95d8bb8e734184e_238)] | | |
| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i4d625662c329411fbec3449fce3cd3a4_241)] [added: SCHEDULES](#i81a6c7b1aa154edda95d8bb8e734184e_244)] | | | [removed: [119](#i4d625662c329411fbec3449fce3cd3a4_241)] [added: [125](#i81a6c7b1aa154edda95d8bb8e734184e_244)] | | |
| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i4d625662c329411fbec3449fce3cd3a4_244)] [added: SUMMARY](#i81a6c7b1aa154edda95d8bb8e734184e_247)] | | | [removed: [119](#i4d625662c329411fbec3449fce3cd3a4_244)] [added: [125](#i81a6c7b1aa154edda95d8bb8e734184e_247)] | | |
- the ability to [added: execute agreements with customers and] implement price increases to offset cost increases;
- the timing, impact, and other uncertainties relating to [removed: acquisitions and] [added: acquisitions,] divestitures, [removed: including] [added: and joint venture activities, as well as] our ability to integrate acquisitions and separate divested businesses, respectively;
| ITEM 1C. | | | [CYBERSECURITY](#i81a6c7b1aa154edda95d8bb8e734184e_28) | | | [21](#i81a6c7b1aa154edda95d8bb8e734184e_28) | | |
| [INDEX TO EXHIBITS](#i81a6c7b1aa154edda95d8bb8e734184e_250) | | | | | | [126](#i81a6c7b1aa154edda95d8bb8e734184e_250) | | |
| [SIGNATURES](#i81a6c7b1aa154edda95d8bb8e734184e_253) | | | | | | [129](#i81a6c7b1aa154edda95d8bb8e734184e_253) | | |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| | | | | | | | | |
| [INDEX TO EXHIBITS](#i4d625662c329411fbec3449fce3cd3a4_247) | | | | | | [120](#i4d625662c329411fbec3449fce3cd3a4_247) | | |
| [SIGNATURES](#i4d625662c329411fbec3449fce3cd3a4_250) | | | | | | [123](#i4d625662c329411fbec3449fce3cd3a4_250) | | |
[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)
Item 1B. Unresolved Staff Comments
0 rewritten, 1 added, 1 removed, 1 unchanged
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)
Item 1C. Cybersecurity
0 rewritten, 34 added, 0 removed, 0 unchanged
New section this year
Cybersecurity risk management and oversight are of utmost importance to Air Products and are necessary to maintain the trust and confidence of our customers, employees, and other stakeholders.
The Company has implemented a thorough cybersecurity program for assessing, identifying, and managing material risks from cybersecurity threats as a fully integrated component of the Company's overall Enterprise Risk Management ("ERM").
In fiscal year 2024, we achieved our primary cybersecurity risk management objective of having no material cybersecurity incidents.
Over the past three years, we have not experienced any material information security breaches and have not incurred material expenses from cybersecurity incidents, including those arising at third parties.
Cybersecurity Risk Management and Strategy
Our cybersecurity risk management program is designed as a holistic program focused on predicting, preventing, detecting, and responding to cybersecurity threats across enterprise systems as well as the operational technology systems for our plants and pipelines.
The Company regularly assesses industry best practices, frameworks, and standards, and leverages them to advance its cybersecurity risk management maturity.
These frameworks include the International Society of Automation and the International Electrotechnical Commission standards for industrial automation, as well as the National Institute of Standards and Technology.
Our cybersecurity program includes procedures for the detection, analysis, and mitigation of cybersecurity incidents.
Our cybersecurity incident response includes criteria for prioritization and escalation based on severity under an established incident prioritization framework.
Incidents are reported internally to senior management, the Board or the Board's Audit and Finance Committee, as appropriate based on the potential severity of the incident.
Incidents that are elevated based on their potential severity, including any event that is potentially material, are promptly escalated and analyzed for potential external reporting requirements.
As part of the Company’s information security training program, all employees participate in various cybersecurity awareness activities, including an annual Information Security Awareness training module and monthly simulated phishing events.
We leverage third-party service partners to expand the capabilities of our cybersecurity program.
This may include testing of the program’s protection measures as well as services for incident detection, investigation, and recovery.
We also leverage third-party service providers to conduct tabletop exercises and perform assessments against cybersecurity frameworks.
Our suppliers and third-party service providers are subject to cybersecurity obligations.
Prior to engagement, we assess the cybersecurity posture of third-party service providers who store, process, or transmit Air Products' information.
The Company maintains policies and procedures for preventive controls for enterprise applications including, but not limited to, access controls and change management.
In addition, we maintain relevant business continuity and disaster recovery plans as part of our overall cybersecurity risk management strategy.
For a discussion of risks related to potential cybersecurity incidents, please refer to Item 1A, *Risk Factors*, of this Annual Report on Form 10-K.
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
Cybersecurity Governance
Our Board of Directors recognizes the importance of cybersecurity and has oversight responsibility for cybersecurity risks.
The Board of Directors receives updates on our cybersecurity program at least quarterly from our Chief Information Officer ("CIO") and Chief Information Security Officer ("CISO").
In addition, the Board’s Audit and Finance Committee, which is composed entirely of independent directors, receives quarterly reports regarding our ERM program and top risks, including those relating to cybersecurity.
Our CIO is a member of the Company’s Management Board and is responsible for the administration of the cybersecurity risk management program.
Prior to joining the company in 2020, our CIO spent 24 years in the aerospace and defense industry and held multiple senior leadership roles within digital technology, leading large global organizations in all aspects of digital technology, including cybersecurity risk management.
Under the direction of our CIO, our CISO leads the execution of the cybersecurity risk management program for our enterprise and operational technology systems.
Our CISO is a seasoned cybersecurity executive with over 30 years of broad digital technology experience at Air Products.
Our CISO has experience in leading global enterprise and operational technology cybersecurity programs, maintains a Certified Information Systems Security Professional certification, and has completed CISO executive education at Carnegie Mellon University.
The Information Security leadership team that reports to the CISO is composed of four security leaders with over 80 years of combined experience and multiple professional certifications.
Our CISO has announced his intention to retire at the end of December 2024.
The Company expects to appoint a successor in the near future.
Item 2. Properties
6 rewritten, 1 added, 1 removed, 23 unchanged
Air Products and Chemicals, Inc. owns its principal administrative offices located at the Company's [removed: new] global headquarters and co-located research and development facility in Allentown, Pennsylvania, as well as regional offices in Hersham, England; Medellin, Colombia; and Santiago, Chile.
Our Americas segment operates from approximately [removed: 450] [added: 465] production and distribution facilities in North and South America.
Our Europe segment operates from approximately [removed: 210] [added: 245] production and distribution facilities in Europe, of which approximately 35% are on owned property.
Management and sales support for this business segment is based in Hersham, England; [added: and] Barcelona, Spain; and at [added: approximately] 15 leased regional office sites and [removed: 10] [added: 15] leased local office sites throughout the region.
This business segment includes our sale of equipment businesses for which equipment is manufactured in Missouri in the United [removed: States and] [added: States;] Shanghai, [removed: China.][added: China; and Johor, Malaysia.]
[removed: The] [added: Prior to its sale on 30 September 2024, the] LNG business [removed: operates] [added: operated] a manufacturing facility in Florida in the United States with management, engineering, and sales support based in the Allentown offices referred to above.
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)
Item 4. Mine Safety Disclosures
0 rewritten, 1 added, 1 removed, 2 unchanged
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
12 rewritten, 8 added, 7 removed, 12 unchanged
Our common stock is listed on the New York Stock Exchange under the symbol [removed: "APD." As of 31 October 2023, there were 4,425 record holders of our common stock.][added: "APD".]
We [removed: expect to continue increasing] [added: have increased] our quarterly dividend [removed: as we have done] for [removed: the last 41] [added: 42] consecutive years.
The Board of Directors determines whether to declare [added: cash] dividends [added: on our common stock] and the timing and amount based on financial condition and other factors it deems relevant.
Dividend information for each quarter of fiscal years [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] is summarized below:
| Fourth quarter | | | [removed: $1.75] [added: $1.77] | | | [removed: $1.62] [added: $1.75] | | |
| Third quarter | | | [removed: 1.75] [added: 1.77] | | | [removed: 1.62] [added: 1.75] | | |
| Second quarter | | | [removed: 1.75] [added: 1.77] | | | [removed: 1.62] [added: 1.75] | | |
| First quarter | | | [removed: 1.62] [added: 1.75] | | | [removed: 1.50] [added: 1.62] | | |
| Total | | | [removed: $6.87] [added: $7.06] | | | [removed: $6.36] [added: $6.87] | | |
As of 30 September [removed: 2023,] [added: 2024,] $485.3 million in share repurchase authorization [removed: remained.][added: remained available.]
[removed: ][added: ]
| | | | Sept [removed: 2018 | | | Sept] 2019 | | | Sept 2020 | | | Sept 2021 | | | Sept 2022 | | | Sept 2023 | | | [added: Sept 2024 | | |]
As of 31 October 2024, there were 4,238 record holders of our common stock.
Dividends are paid quarterly, usually during the sixth week after the close of the fiscal quarter.
| | | | 2024 | | | 2023 | | |
We have not purchased any of our outstanding shares under this program since fiscal year 2013.
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| Air Products & Chemicals, Inc. | | | 100 | | | 137 | | | 120 | | | 112 | | | 140 | | | 150 | | |
| S&P 500 Index | | | 100 | | | 115 | | | 150 | | | 126 | | | 154 | | | 210 | | |
| S&P 500 Materials Index | | | 100 | | | 112 | | | 142 | | | 125 | | | 147 | | | 184 | | |
Cash dividends on our common stock are paid quarterly.
| | | | 2023 | | | 2022 | | |
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 Index | | | 100 | | | 104 | | | 120 | | | 156 | | | 132 | | | 160 | | |
| S&P 500 Materials Index | | | 100 | | | 103 | | | 115 | | | 146 | | | 128 | | | 151 | | |
Item 6. [Reserved]
0 rewritten, 1 added, 1 removed, 1 unchanged
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)
Item 8. Financial Statements and Supplementary Data
847 rewritten, 410 added, 260 removed, 1,263 unchanged
| [Management's Report on Internal Control Over Financial [removed: Reporting](#i4d625662c329411fbec3449fce3cd3a4_100)] [added: Reporting](#i81a6c7b1aa154edda95d8bb8e734184e_94)] | | | [removed: [53](#i4d625662c329411fbec3449fce3cd3a4_100)] [added: [57](#i81a6c7b1aa154edda95d8bb8e734184e_94)] | | |
| [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i4d625662c329411fbec3449fce3cd3a4_103)] [added: Firm](#i81a6c7b1aa154edda95d8bb8e734184e_97)] (PCAOB ID No. 34) | | | [removed: [54](#i4d625662c329411fbec3449fce3cd3a4_103)] [added: [58](#i81a6c7b1aa154edda95d8bb8e734184e_97)] | | |
| [Consolidated Income Statements – Fiscal Years Ended 30 September [removed: 2023] [added: 2024 , 2023,] and [removed: 2022](#i4d625662c329411fbec3449fce3cd3a4_106)] [added: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_100)] | | | [removed: [56](#i4d625662c329411fbec3449fce3cd3a4_106)] [added: [60](#i81a6c7b1aa154edda95d8bb8e734184e_100)] | | |
| [Consolidated Comprehensive Income Statements – Fiscal Years Ended 30 September [removed: 2023] [added: 2024, 2023,] and [removed: 2022](#i4d625662c329411fbec3449fce3cd3a4_109)] [added: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_103)] | | | [removed: [57](#i4d625662c329411fbec3449fce3cd3a4_109)] [added: [61](#i81a6c7b1aa154edda95d8bb8e734184e_103)] | | |
| [Consolidated Balance Sheets – 30 September [removed: 2023] [added: 2024] and [removed: 2022](#i4d625662c329411fbec3449fce3cd3a4_112)] [added: 2023](#i81a6c7b1aa154edda95d8bb8e734184e_106)] | | | [removed: [58](#i4d625662c329411fbec3449fce3cd3a4_112)] [added: [62](#i81a6c7b1aa154edda95d8bb8e734184e_106)] | | |
| [Consolidated Statements of Cash Flows – Fiscal Years Ended 30 September [removed: 2023] [added: 2024, 2023,] and [removed: 2022](#i4d625662c329411fbec3449fce3cd3a4_115)] [added: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_109)] | | | [removed: [59](#i4d625662c329411fbec3449fce3cd3a4_115)] [added: [63](#i81a6c7b1aa154edda95d8bb8e734184e_109)] | | |
| [Consolidated Statements of Equity – Fiscal Years Ended 30 September [removed: 2023] [added: 2024, 2023,] and [removed: 2022](#i4d625662c329411fbec3449fce3cd3a4_118)] [added: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_112)] | | | [removed: [60](#i4d625662c329411fbec3449fce3cd3a4_118)] [added: [64](#i81a6c7b1aa154edda95d8bb8e734184e_112)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i4d625662c329411fbec3449fce3cd3a4_121)] [added: Statements](#i81a6c7b1aa154edda95d8bb8e734184e_115)] | | | [removed: [61](#i4d625662c329411fbec3449fce3cd3a4_121)] [added: [65](#i81a6c7b1aa154edda95d8bb8e734184e_115)] | | |
Based on this evaluation, management concluded that, as of 30 September [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] as stated in its report which appears herein.
| Chairman, President, and | | | | | | | | | | | | [removed: Senior] [added: Executive] Vice President and | | |
| [removed: 16 November 2023] [added: 2023] | | | | | | | | | | | | [removed: 16 November 2023] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]
We have audited the accompanying consolidated balance sheets of Air Products and Chemicals, Inc. and subsidiaries (the "Company") as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Revenue Recognition – On-site Customer Contracts – Refer to Notes 1 and [removed: 6] [added: 7] to the Financial Statements
In addition, certain on-site industrial gas contracts contain complex terms and provisions such as tolling arrangements, minimum payment requirements, pricing provisions, and variable components that are specific to a customer [removed: arrangement, including certain contracts with related parties.][added: arrangement.]
| *(Millions of U.S. Dollars, except for share and per share data)* | | | [removed: 2023] | | | [removed: 2022] [added: 2024] | | | [removed: 2021] [added: 2023] | | | [added: 2022 | | |]
| Sales | | | [removed: $12,600.0] | | | [removed: $12,698.6] [added: $12,100.6] | | | [removed: $10,323.0] [added: $12,600.0] | | | [added: $12,698.6 | | |]
| Cost of sales | | | [removed: 8,833.0] | | | [removed: 9,338.5] [added: 8,168.7] | | | [removed: 7,186.1] [added: 8,833.0] | | | [added: 9,338.5 | | |]
| Selling and administrative expense | | | [removed: 957.0] | | | [removed: 900.6] [added: 942.4] | | | [removed: 828.4] [added: 957.0] | | | [added: 900.6 | | |]
| Research and development expense | | | [removed: 105.6] | | | [removed: 102.9] [added: 100.2] | | | [removed: 93.5] [added: 105.6] | | | [added: 102.9 | | |]
| Business and asset actions | | | [removed: 244.6] | | | [removed: 73.7] [added: 57.0] | | | [removed: —] [added: 244.6] | | | [added: 73.7 | | |]
| Other income (expense), net | | | [removed: 34.8] | | | [removed: 55.9] [added: 58.2] | | | [removed: 52.8] [added: 34.8] | | | [added: 55.9 | | |]
| Operating Income | | | [removed: 2,494.6] | | | [removed: 2,338.8] [added: 4,466.1] | | | [removed: 2,281.4] [added: 2,494.6] | | | [added: 2,338.8 | | |]
| Equity affiliates' income | | | [removed: 604.3] | | | [removed: 481.5] [added: 647.7] | | | [removed: 294.1] [added: 604.3] | | | [added: 481.5 | | |]
| Interest expense | | | [removed: 177.5] | | | [removed: 128.0] [added: 218.8] | | | [removed: 141.8] [added: 177.5] | | | [added: 128.0 | | |]
| Other non-operating income (expense), net | | | [removed: (39.0)] | | | [removed: 62.4] [added: (73.8)] | | | [removed: 73.7] [added: (39.0)] | | | [added: 62.4 | | |]
| Income From Continuing Operations Before Taxes | | | [removed: 2,882.4] | | | [removed: 2,754.7] [added: 4,821.2] | | | [removed: 2,507.4] [added: 2,882.4] | | | [added: 2,754.7 | | |]
| Income tax provision | | | [removed: 551.2] | | | [removed: 500.8] [added: 944.9] | | | [removed: 462.8] [added: 551.2] | | | [added: 500.8 | | |]
| Income From Continuing Operations | | | [removed: 2,331.2] | | | [removed: 2,253.9] [added: 3,876.3] | | | [removed: 2,044.6] [added: 2,331.2] | | | [added: 2,253.9 | | |]
| [added: (Loss)] Income from discontinued operations, net of tax | | | [removed: 7.4] | | | [removed: 12.6] [added: (13.9)] | | | [removed: 70.3] [added: 7.4] | | | [added: 12.6 | | |]
| Net Income | | | [removed: 2,338.6] | | | [removed: 2,266.5] [added: 3,862.4] | | | [removed: 2,114.9] [added: 2,338.6] | | | [added: 2,266.5 | | |]
| Net income attributable to noncontrolling interests of continuing operations | | | [removed: 38.4] | | | [removed: 10.4] [added: 34.2] | | | [removed: 15.8] [added: 38.4] | | | [added: 10.4 | | |]
| Net Income Attributable to Air Products | | | [removed: $2,300.2] | | | [removed: $2,256.1] [added: $3,828.2] | | | [removed: $2,099.1] [added: $2,300.2] | | | [added: $2,256.1 | | |]
| Net Income Attributable to Air Products | | | | | | | | | | | | [added: | | |]
| Net income from continuing operations | | | [removed: $2,292.8] | | | [removed: $2,243.5] [added: $3,842.1] | | | [removed: $2,028.8] [added: $2,292.8] | | | [added: $2,243.5 | | |]
| Net [added: (loss)] income from discontinued operations | | | [removed: 7.4] | | | [removed: 12.6] [added: (13.9)] | | | [removed: 70.3] [added: 7.4] | | | [added: 12.6 | | |]
| Per Share Data(A) *(U.S. Dollars per share)* | | | | | | | | | | | | [added: | | |]
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| 21 November 2024 | | | | | | | | | | | | 21 November 2024 | | |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
November 21, 2024
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| Gain on sale of business | | | | | | 1,575.6 | | | — | | | — | | |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| Gain on sale of business | | | (1,575.6) | | | — | | | — | | |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | | | | — | | | — | | | 3,828.2 | | | — | | | — | | | 3,828.2 | | | 34.2 | | | 3,862.4 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other equity transactions | | | | | | — | | | 0.5 | | | (2.5) | | | — | | | — | | | (2.0) | | | (0.5) | | | (2.5) | | |
| Balance as of 30 September 2024 | | | | | | $249.4 | | | $1,253.2 | | | $19,545.7 | | | ($2,027.7) | | | ($1,984.1) | | | $17,036.5 | | | $1,637.2 | | | $18,673.7 | | |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| 2. | | | [New Accounting Guidance](#i81a6c7b1aa154edda95d8bb8e734184e_124) | | | [75](#i81a6c7b1aa154edda95d8bb8e734184e_124) | | |
| 4. | | | [Gain on Sale of Business](#i81a6c7b1aa154edda95d8bb8e734184e_1999) | | | [79](#i81a6c7b1aa154edda95d8bb8e734184e_1999) | | |
| 6. | | | [Acquisition](#i81a6c7b1aa154edda95d8bb8e734184e_136) | | | [80](#i81a6c7b1aa154edda95d8bb8e734184e_136) | | |
| 7. | | | [Revenue Recognition](#i81a6c7b1aa154edda95d8bb8e734184e_139) | | | [81](#i81a6c7b1aa154edda95d8bb8e734184e_139) | | |
| 8. | | | [Discontinued Operations](#i81a6c7b1aa154edda95d8bb8e734184e_145) | | | [84](#i81a6c7b1aa154edda95d8bb8e734184e_145) | | |
| 9. | | | [Inventories](#i81a6c7b1aa154edda95d8bb8e734184e_148) | | | [84](#i81a6c7b1aa154edda95d8bb8e734184e_148) | | |
| 10. | | | [Equity Affiliates](#i81a6c7b1aa154edda95d8bb8e734184e_151) | | | [84](#i81a6c7b1aa154edda95d8bb8e734184e_151) | | |
| 12. | | | [Goodwill](#i81a6c7b1aa154edda95d8bb8e734184e_157) | | | [86](#i81a6c7b1aa154edda95d8bb8e734184e_157) | | |
| 13. | | | [Intangible Assets](#i81a6c7b1aa154edda95d8bb8e734184e_160) | | | [87](#i81a6c7b1aa154edda95d8bb8e734184e_160) | | |
| 14. | | | [Leases](#i81a6c7b1aa154edda95d8bb8e734184e_163) | | | [88](#i81a6c7b1aa154edda95d8bb8e734184e_163) | | |
| 15. | | | [Financial Instruments](#i81a6c7b1aa154edda95d8bb8e734184e_166) | | | [90](#i81a6c7b1aa154edda95d8bb8e734184e_166) | | |
| 16. | | | [Fair Value Measurements](#i81a6c7b1aa154edda95d8bb8e734184e_169) | | | [94](#i81a6c7b1aa154edda95d8bb8e734184e_169) | | |
| 17. | | | [Debt](#i81a6c7b1aa154edda95d8bb8e734184e_172) | | | [96](#i81a6c7b1aa154edda95d8bb8e734184e_172) | | |
| 18. | | | [Retirement Benefits](#i81a6c7b1aa154edda95d8bb8e734184e_175) | | | [99](#i81a6c7b1aa154edda95d8bb8e734184e_175) | | |
| 19. | | | [Commitments and Contingencies](#i81a6c7b1aa154edda95d8bb8e734184e_178) | | | [105](#i81a6c7b1aa154edda95d8bb8e734184e_178) | | |
| 20. | | | [Capital Stock](#i81a6c7b1aa154edda95d8bb8e734184e_181) | | | [109](#i81a6c7b1aa154edda95d8bb8e734184e_181) | | |
| 21. | | | [Share-Based Compensation](#i81a6c7b1aa154edda95d8bb8e734184e_184) | | | [109](#i81a6c7b1aa154edda95d8bb8e734184e_184) | | |
| 22. | | | [Accumulated Other Comprehensive Loss](#i81a6c7b1aa154edda95d8bb8e734184e_187) | | | [111](#i81a6c7b1aa154edda95d8bb8e734184e_187) | | |
| 23. | | | [Earnings Per Share](#i81a6c7b1aa154edda95d8bb8e734184e_190) | | | [112](#i81a6c7b1aa154edda95d8bb8e734184e_190) | | |
| 24. | | | [Income Taxes](#i81a6c7b1aa154edda95d8bb8e734184e_193) | | | [113](#i81a6c7b1aa154edda95d8bb8e734184e_193) | | |
[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)
- We considered the nature of transactions with related parties and any potential impact on revenue recognition.
November 16, 2023
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Facility closure | | | — | | | — | | | 23.2 | | |
| Gain on exchange with joint venture partner | | | — | | | — | | | 36.8 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of 30 September 2020 | | | $249.4 | | | $1,094.8 | | | $14,875.7 | | | ($2,140.1) | | | ($2,000.0) | | | $12,079.8 | | | $363.3 | | | $12,443.1 | | |
| Net income | | | — | | | — | | | 2,099.1 | | | — | | | — | | | 2,099.1 | | | 15.8 | | | 2,114.9 | | |
| Other equity transactions | | | — | | | 0.2 | | | (3.9) | | | — | | | — | | | (3.7) | | | — | | | (3.7) | | |
| Purchase of noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | (1.9) | | | (1.9) | | |
| 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) | | |
| 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) | | |
| 19. | | | [Capital Stock](#i4d625662c329411fbec3449fce3cd3a4_178) | | | [103](#i4d625662c329411fbec3449fce3cd3a4_178) | | |
| 20. | | | [Share-Based Compensation](#i4d625662c329411fbec3449fce3cd3a4_181) | | | [103](#i4d625662c329411fbec3449fce3cd3a4_181) | | |
| 21. | | | [Accumulated Other Comprehensive Loss](#i4d625662c329411fbec3449fce3cd3a4_184) | | | [105](#i4d625662c329411fbec3449fce3cd3a4_184) | | |
| 22. | | | [Earnings Per Share](#i4d625662c329411fbec3449fce3cd3a4_187) | | | [106](#i4d625662c329411fbec3449fce3cd3a4_187) | | |
| 23. | | | [Income Taxes](#i4d625662c329411fbec3449fce3cd3a4_190) | | | [107](#i4d625662c329411fbec3449fce3cd3a4_190) | | |
| 24. | | | [Supplemental Information](#i4d625662c329411fbec3449fce3cd3a4_193) | | | [112](#i4d625662c329411fbec3449fce3cd3a4_193) | | |
Air Products, a Delaware corporation originally founded in 1940, is a world-leading industrial gases company.
Focused on energy, environmental, and emerging markets, Air Products' core business provides a portfolio of products, and services that include atmospheric gases, process and specialty gases, equipment, and related services to customers in dozens of industries.
Air Products also develops, engineers, builds, owns, and operates some of the world's largest industrial gas and carbon-capture projects, supplying world-scale clean hydrogen that will support the world's transition to lower carbon energy, particularly in the global transportation, and industrial markets.
Air Products trades on the New York Stock Exchange under the symbol "APD."
Reclassifications
For example, beginning in the first quarter of fiscal year 2023, we present "Operating lease right-of-use assets, net" and "Noncurrent operating lease liabilities" in separate captions on our consolidated balance sheets.
These balances were previously presented within "Other noncurrent assets" and "Other noncurrent liabilities," respectively.
Sales returns and allowances are not a business practice in the industry.
| Balance at 30 September 2020 | | | $23.9 | | |
An excerpt. Shown here: 40 of 847 rewritten, 40 of 410 added and 40 of 260 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures
8 rewritten, 0 added, 0 removed, 4 unchanged
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: 2023.][added: 2024.]
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of 30 September [removed: 2023,] [added: 2024,] the disclosure controls and procedures were effective.
Management has evaluated the effectiveness of our internal control over financial reporting as of 30 September [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] our internal control over financial reporting was effective.
Management’s Report on Internal Control over Financial Reporting is provided under Part II, Item 8, of this [added: Annual Report on] Form 10-K.
There was no change in our internal control over financial reporting during the fourth quarter of fiscal year [removed: 2023] [added: 2024] 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: 2023.][added: 2024.]
The Report of the Independent Registered Public Accounting Firm is provided under Part II, Item 8, of this [added: Annual Report on] Form 10-K.
Item 9B. Other Information
1 rewritten, 0 added, 0 removed, 0 unchanged
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 [removed: 2023.][added: 2024.]
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
0 rewritten, 1 added, 1 removed, 2 unchanged
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)
Item 10. Directors, Executive Officers and Corporate Governance
5 rewritten, 1 added, 0 removed, 3 unchanged
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 [added: 2025] Annual Meeting of [removed: Shareholders to be held on 25 January 2024.][added: Shareholders.]
*Business* of this [added: Annual Report on] Form 10-K.
The information required by this item relating to our Audit and Finance Committee and our Audit and Finance Committee Financial Expert is incorporated herein by reference to the sections captioned “Board Structure–Standing Committees of the Board” in the Proxy Statement for the [added: 2025] Annual Meeting of [removed: Shareholders to be held on 25 January 2024.][added: Shareholders.]
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 [added: 2025] Annual Meeting of [removed: Shareholders to be held on 25 January 2024.][added: Shareholders.]
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 [added: 2025] Annual Meeting of [removed: Shareholders to be held on 25 January 2024.][added: Shareholders.]
The information required by this item relating to our insider trading policies and procedures is incorporated herein by reference to the section captioned “Insider Trading Policy” in the Proxy Statement for the 2025 Annual Meeting of Shareholders.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
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 [added: 2025] Annual Meeting of [removed: Shareholders to be held on 25 January 2024.][added: Shareholders.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
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 [added: 2025] Annual Meeting of [removed: Shareholders to be held on 25 January 2024.][added: Shareholders.]
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
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 [added: 2025] Annual Meeting of [removed: Shareholders to be held on 25 January 2024.][added: Shareholders.]
Item 14. Principal Accountant Fees and Services
1 rewritten, 1 added, 1 removed, 1 unchanged
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 [added: 2025] Annual Meeting of [removed: Shareholders to be held on 25 January 2024.][added: Shareholders.]
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)
Item 15. Exhibits and Financial Statement Schedules
7 rewritten, 0 added, 0 removed, 12 unchanged
| [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i4d625662c329411fbec3449fce3cd3a4_103)] [added: Firm](#i81a6c7b1aa154edda95d8bb8e734184e_97)] | | | [removed: [54](#i4d625662c329411fbec3449fce3cd3a4_103)] [added: [58](#i81a6c7b1aa154edda95d8bb8e734184e_97)] | | |
| [Consolidated Income Statements – Fiscal Years Ended 30 September [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i4d625662c329411fbec3449fce3cd3a4_106)] [added: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_100)] | | | [removed: [56](#i4d625662c329411fbec3449fce3cd3a4_106)] [added: [60](#i81a6c7b1aa154edda95d8bb8e734184e_100)] | | |
| [Consolidated Comprehensive Income Statements – Fiscal Years Ended 30 September [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i4d625662c329411fbec3449fce3cd3a4_109)] [added: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_103)] | | | [removed: [57](#i4d625662c329411fbec3449fce3cd3a4_109)] [added: [61](#i81a6c7b1aa154edda95d8bb8e734184e_103)] | | |
| [Consolidated Balance Sheets – 30 September [removed: 2023] [added: 2024] and [removed: 2022](#i4d625662c329411fbec3449fce3cd3a4_112)] [added: 2023](#i81a6c7b1aa154edda95d8bb8e734184e_106)] | | | [removed: [58](#i4d625662c329411fbec3449fce3cd3a4_112)] [added: [62](#i81a6c7b1aa154edda95d8bb8e734184e_106)] | | |
| [Consolidated Statements of Cash Flows – Fiscal Years Ended 30 September [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i4d625662c329411fbec3449fce3cd3a4_115)] [added: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_109)] | | | [removed: [59](#i4d625662c329411fbec3449fce3cd3a4_115)] [added: [63](#i81a6c7b1aa154edda95d8bb8e734184e_109)] | | |
| [Consolidated Statements of Equity – Fiscal Years Ended 30 September [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i4d625662c329411fbec3449fce3cd3a4_118)] [added: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_112)] | | | [removed: [60](#i4d625662c329411fbec3449fce3cd3a4_118)] [added: [64](#i81a6c7b1aa154edda95d8bb8e734184e_112)] | | |
| (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](#i4d625662c329411fbec3449fce3cd3a4_247)] [added: Exhibits](#i81a6c7b1aa154edda95d8bb8e734184e_250)] beginning on page [removed: [120](#i4d625662c329411fbec3449fce3cd3a4_247).] [added: [126](#i81a6c7b1aa154edda95d8bb8e734184e_250).] | | | | | |
Item 16. Form 10-K Summary
50 rewritten, 32 added, 5 removed, 136 unchanged
| (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 [removed: debt.] [added: debt.] | | | | | |
| 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. [removed: 033-57357.)](http://www.sec.gov/Archives/edgar/data/2969/0000950123-95-000077.txt)*] [added: 033-57357.)](https://www.sec.gov/Archives/edgar/data/2969/0000950123-95-000077.txt)*] | | | | | |
| 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 [removed: 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000119312520127771/d923351dex41.htm)*] [added: 2020.)](https://www.sec.gov/Archives/edgar/data/2969/000119312520127771/d923351dex41.htm)*] | | | | | |
| 4.3 | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit43x30sep23.htm)] [added: Securities. (Filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended 30 September 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit43x30sep23.htm)*] | | | | | |
| 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 [removed: 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex101.htm)*†] [added: 2014.)](https://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex101.htm)*†] | | | | | |
| 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 [removed: 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000119312521028500/d114338dex45.htm)*†] [added: 2021.)](https://www.sec.gov/Archives/edgar/data/2969/000119312521028500/d114338dex45.htm)*†] | | | | | |
| 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 [removed: 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000012/apd-exhibit101x31dec20.htm)*†] [added: 2020.)](https://www.sec.gov/Archives/edgar/data/2969/000000296921000012/apd-exhibit101x31dec20.htm)*†] | | | | | |
| [removed: 10.2(b)] [added: 10.2(c)] | | | | | | [Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2021] [added: FY2022] awards. (Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2020.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000012/apd-exhibit102x31dec20.htm)*†] [added: 2021.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit102x31dec21.htm)*†] | | | | | |
| [removed: 10.2(c)] [added: 10.2(b)] | | | | | | [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 [removed: 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit101x31dec21.htm)*†] [added: 2021.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit101x31dec21.htm)*†] | | | | | |
| [removed: 10.2(d)] [added: 10.2(e)] | | | | | | [Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2022 awards.] [added: FY2023 Awards.] (Filed as Exhibit 10.2 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit102x31dec21.htm)*†] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000014/apd-exhibit102x31dec22.htm)*†] | | | | | |
| [removed: 10.2(e)] [added: 10.2(d)] | | | | | | [Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2023 Awards. (Filed as Exhibit 10.1 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-exhibit101x31dec22.htm)*† | | | | | |
| [removed: 10.2(f)] [added: 10.2(g)] | | | | | | [Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2023] [added: FY2024] Awards. (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000014/apd-exhibit102x31dec22.htm)*†] [added: 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000010/apd-exhibit102x31dec23.htm)*†] | | | | | |
| 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 [removed: 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit103x31dec21.htm)*†] [added: 2021.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit103x31dec21.htm)*†] | | | | | |
| 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 [removed: 2022.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000038/apd-exhibit101x30jun22.htm)*†] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000038/apd-exhibit101x30jun22.htm)*†] | | | | | |
| 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 [removed: 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514423115/d805038dex1010.htm)*†] [added: 2014.)](https://www.sec.gov/Archives/edgar/data/2969/000119312514423115/d805038dex1010.htm)*†] | | | | | |
| 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 [removed: 2015.)](http://www.sec.gov/Archives/edgar/data/2969/000119312515386399/d69855dex1010a.htm)*†] [added: 2015.)](https://www.sec.gov/Archives/edgar/data/2969/000119312515386399/d69855dex1010a.htm)*†] | | | | | |
| 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 [removed: 2016.)](http://www.sec.gov/Archives/edgar/data/2969/000119312516773346/d271291dex107b.htm)*†] [added: 2016.)](https://www.sec.gov/Archives/edgar/data/2969/000119312516773346/d271291dex107b.htm)*†] | | | | | |
| 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 [removed: 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000000296917000039/apd-exhibit107cx9302017.htm)*†] [added: 2017.)](https://www.sec.gov/Archives/edgar/data/2969/000000296917000039/apd-exhibit107cx9302017.htm)*†] | | | | | |
| 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 [removed: 2017.)](http://www.sec.gov/Archives/edgar/data/2969/000000296918000014/apd-exhibit105x12312017.htm)*†] [added: 2017.)](https://www.sec.gov/Archives/edgar/data/2969/000000296918000014/apd-exhibit105x12312017.htm)*†] | | | | | |
| 10.6 | | | | | | [Air Products and Chemicals, Inc. Executive Separation Program as amended effective as 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 [removed: 2022.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit106x30sep22.htm)*†] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit106x30sep22.htm)*†] | | | | | |
| 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 [removed: 2022.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000038/apd-exhibit102x30jun22.htm)*†] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000038/apd-exhibit102x30jun22.htm)*†] | | | | | |
| 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 [removed: 2014.)](http://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex102.htm)*†] [added: 2014.)](https://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex102.htm)*†] | | | | | |
| 10.10 | | | | | | [Compensation Programs for Nonemployee Directors effective 22 November 2022. (Filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended 30 September [removed: 2022.)](http://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit1010x30sep22.htm)*†] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit1010x30sep22.htm)*†] | | | | | |
| 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 [removed: 2019.)](http://www.sec.gov/Archives/edgar/data/2969/000000296920000010/apd-exhibit101x31dec19.htm)*†] [added: 2019.)](https://www.sec.gov/Archives/edgar/data/2969/000000296920000010/apd-exhibit101x31dec19.htm)*†] | | | | | |
| 10.12 | | | | | | [removed: [Revolving] [added: [5-Year Revolving] Credit Agreement dated as of [removed: 31] March [removed: 2021] [added: 28, 2024] for [removed: $2,500,000,000.] [added: $3,000,000,000.] (Filed as Exhibit 10.1 to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended 31 March [removed: 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000025/apd-exhibit101x31mar21.htm)*] [added: 2024.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000026/apd-exhibit101x31mar24.htm)*] | | | | | |
| [removed: 10.12(a)] [added: 10.13] | | | | | | [removed: [Amendment to the] [added: [364-Day] Revolving Credit Agreement dated as of [removed: 29 September 2021.] [added: March 28, 2024 for $500,000,000.] (Filed as Exhibit [removed: 10.13(a)] [added: 10.2] to the [removed: Company's Annual] [added: Company’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarter] ended [removed: 30 September 2021.)](http://www.sec.gov/Archives/edgar/data/2969/000000296921000055/apd-exhibit1013ax30sep21.htm)*] [added: 31 March 2024.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000026/apd-exhibit102x31mar24.htm)*] | | | | | |
| [removed: 10.12(b)] [added: 10.3(c)] | | | | | | [Amendment No. [removed: 2] [added: 3] to the [removed: Revolving Credit Agreement dated] [added: Air Products and Chemicals, Inc. Retirement Savings Plan] as [removed: of 31 March] [added: amended and restated effective 1 January] 2022. (Filed as Exhibit [removed: 10.1] [added: 10.3] 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 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000010/apd-exhibit103x31dec23.htm)*†] | | | | | |
| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit211x30sep23.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit211x30sep24.htm)] | | | | | |
| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit231x30sep23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit231x30sep24.htm)] | | | | | |
| 24.1 | | | | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit241x30sep23.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit241x30sep24.htm)] | | | | | |
| 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/2969/000000296923000047/apd-exhibit311x30sep23.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit311x30sep24.htm)] | | | | | |
| 31.2 | | | | | | [Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit312x30sep23.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit312x30sep24.htm)] | | | | | |
| 32.1 | | | | | | [Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit321x30sep23.htm)††] [added: 2002.](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit321x30sep24.htm)††] | | | | | |
| 97.1 | | | | | | [Air Products and Chemicals, Inc. Compensation Recoupment Policy and Supplemental Executive Officer Recoupment Policy, effective as of 1 October [removed: 2023.](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit971x30sep23.htm)] [added: 2023. (Filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended 30 September 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit971x30sep23.htm)*] | | | | | |
| †† | | | The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Air Products and Chemicals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this [added: Annual Report on] Form 10-K, irrespective of any general incorporation language contained in such filing. | | |
| | | | Melissa N. Schaeffer [removed: Senior] [added: Executive] Vice President and Chief Financial Officer (Principal Financial Officer) | | |
| Date: | | | [removed: 16] [added: 21] November [removed: 2023] [added: 2024] | | |
| /s/ Seifi Ghasemi | | | | | | [removed: 16] [added: 21] November [removed: 2023] [added: 2024] | | |
| [removed: (Seifi Ghasemi)] [added: Seifi Ghasemi] Director, Chairman, President, and Chief Executive Officer (Principal Executive Officer) | | | | | | | | |
| [removed: (Jeffrey] [added: William] J. [removed: Kutz)] [added: Pellicciotti] Vice President, [removed: Corporate] Controller, and [removed: Principal] [added: Chief] Accounting Officer [added: (Principal Accounting Officer)] | | | | | | | | |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| 10.2(f) | | | | | | [Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2024 Awards. (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 December 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000010/apd-exhibit101x31dec23.htm)*† | | | | | |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| 10.3(b) | | | | | | [Amendment No. 2 to the Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 January 2022.](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit103bx30sep24.htm)† | | | | | |
| 10.12(a) | | | | | | [Amendment No.1 to Revolving Credit Agreement dated as of 22 August 2024.](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit1012ax30sep24.htm) | | | | | |
| (19) | | | | | | Insider Trading Policies and Procedures | | | | | |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| 19.1 | | | | | | [Air Products and Chemicals, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit191x30sep24.htm) | | | | | |
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| | | | Long-term debt instruments under which the total amount of securities authorized does not exceed 10 percent of our consolidated total assets are not filed as exhibits to this Annual Report on Form 10-K. We will furnish a copy of these agreements to the Securities and Exchange Commission upon request. | | |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| /s/ Melissa N. Schaeffer | | | | | | 21 November 2024 | | |
| Melissa N. Schaeffer Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | | | |
| /s/ William J. Pellicciotti | | | | | | 21 November 2024 | | |
| * | | | | | | 21 November 2024 | | |
| * | | | | | | 21 November 2024 | | |
| * | | | | | | 21 November 2024 | | |
[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)
| * | | | | | | 21 November 2024 | | |
| Jessica Trocchi Graziano Director | | | | | | | | |
| * | | | | | | 21 November 2024 | | |
| * | | | | | | 21 November 2024 | | |
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| * | | | | | | 21 November 2024 | | |
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| * | | | | | | 21 November 2024 | | |
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| --- | --- | --- |
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| Date: 21 November 2024 | | |
[Table of Conte](#i4d625662c329411fbec3449fce3cd3a4_10)[n](#i4d625662c329411fbec3449fce3cd3a4_10)[t](#i4d625662c329411fbec3449fce3cd3a4_10)[s](#i4d625662c329411fbec3449fce3cd3a4_10)
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| /s/ Jeffrey J. Kutz | | | | | | 16 November 2023 | | |
| * | | | | | | 16 November 2023 | | |
An excerpt. Shown here: 40 of 50 rewritten, all 32 added and all 5 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2024 filing and the FY2023 filing.