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Item 9A. Controls and Procedures

2021-11-18 compared with 2020-11-19 · 57 added, 52 removed, 156 unchanged (41% of the section changed)

6 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

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

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

Based on that evaluation, management concluded that, as of 30 September 2021, our internal control over financial reporting was effective.

4 unchanged sentences

Other Information.

On 19 November 2020, Margaret G.

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

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

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

In connection with Mr.

Crocco’s retirement, the Company and Mr.

Crocco entered into a project bonus and release agreement (the “Agreement”) on 18 November 2021.

Pursuant to the Agreement, Mr.

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

The Agreement also contains a customary release of claims arising from or relating to Mr.

Crocco’s service with the Company.

Directors, Executive Officers and Corporate Governance.

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

The information required by this item relating to our executive officers is set forth in Item 1 of Part I of this report.

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

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

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

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

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

We have adopted a Code of Conduct that applies to all employees, including the Chief Executive Officer, the Chief Financial Officer, and the Principal Accounting Officer.

1 unchanged sentence

Executive Compensation.

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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

Certain Relationships and Related Transactions, and Director Independence.

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

Principal Accountant Fees and Services.

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

Exhibits and Financial Statement Schedules.

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The following is a list of the Consolidated Financial Statements of Air Products and Chemicals, Inc.

and its subsidiaries included in Item 8 of Part II of this report:

and its subsidiaries included in Part II, Item 8.

Financial Statements and Supplementary Data:

Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

Report of KPMG LLP, Independent Registered Public Accounting Firm

Consolidated Income Statements – Years Ended 30 September 2020, 2019, and 2018

Consolidated Comprehensive Income Statements – Years Ended 30 September 2020, 2019, and 2018

Consolidated Income Statements – Fiscal Years Ended 30 September 2021, 2020, and 2019

Consolidated Comprehensive Income Statements – Fiscal Years Ended 30 September 2021, 2020, and 2019

Consolidated Balance Sheets – 30 September 2021 and 2020

Consolidated Statements of Cash Flows – Years Ended 30 September 2020, 2019, and 2018

Consolidated Statements of Equity – Years Ended 30 September 2020, 2019, and 2018

Consolidated Statements of Cash Flows – Fiscal Years Ended 30 September 2021, 2020, and 2019

Consolidated Statements of Equity – Fiscal Years Ended 30 September 2021, 2020, and 2019

(2) Financial Statement Schedules.

1 unchanged sentence

(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 Exhibits located on page 121 of this report.

The exhibits filed as a part of this report as required by Item 601 of Regulation S-K are listed in the Index to Exhibits beginning on page 114 .

Form 10-K Summary.

15 unchanged sentences

033-57357.) *

4.2 Indenture, dated as of April 30, 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 April 30, 2020).

4.2 Indenture, dated as of 30 April 2020, between the Company and The Bank of New York Trust Company, N.A., as Trustee.

(Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed 30 April 2020.) *

4.3 Description of Securities.

(10) Material Contracts.

10.1 1990 Deferred Stock Plan of the Company, as amended and restated effective 1 October 1989.

(Filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended 30 September 1989.)*†

10.2 Annual Incentive Plan as Amended and Restated effective 1 October 2008.

(Filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 March 2009.) *†

10.3 Stock Incentive Program of the Company effective 1 October 1996.

(Filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended 30 September 2002.) *†

10.1 Deferred Compensation Program for Directors, effective 7 October 2019.

2 unchanged sentences

(Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 23 September 2014.) *†

10.5(a) Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2019 awards.

(Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2018.) *†

10.2(a) Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2020 awards.

(Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 March 2020.) *†

10.2(b) Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2020 awards.

(Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 March 2020.) *†

10.3 Air Products and Chemicals, Inc.

2021 Long-Term Incentive Plan.

(Filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (File No.

333-252722) filed on 4 February 2021.) *†

10.3(a) Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2021 awards.

(Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2020.) *†

10.5(c) Restricted Stock Unit Retention Award Agreement dated 3 December 2018 under the Long-Term Incentive Plan of the Company.

10.3(b) Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2021 awards.

(Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2020.) *†

10.5(d) Form of Restricted Stock Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2020 awards.

(Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 March 2020.) *†

10.5(e) Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2020 awards.

(Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 March 2020.) *†

INDEX TO EXHIBITS

10.4 Air Products and Chemicals, Inc.

5 unchanged sentences

(Filed as Exhibit 10.6(a) to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2018 .

INDEX TO EXHIBITS

10.4(b) Amendment No.

14 unchanged sentences

(Filed as Exhibit 10.6E to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2019.) *†

10.4(f) Amendment No.

6 to the Air Products and Chemicals, Inc.

Retirement Savings Plan as amended and restated effective 28 January 2021.

(Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 March 2021.) *†

10.4(g) Amendment No.

7 to the Air Products and Chemicals, Inc.

Retirement Savings Plan as amended and restated effective 1 January 2020.

(Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for the fiscal year ended 31 March 2021.) *†

10.5 Supplementary Pension Plan of Air Products and Chemicals, Inc.

14 unchanged sentences

(Filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2017.) *†

10.9 Revolving Credit Facility dated as of 31 March 2017 for $2,500,000,000.

(Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 March 2017.) *

10.9(a) Amendment and Appointment of Successor Administrative Agent dated 28 September 2018 to the Revolving Credit Agreement dated 31 March 2017.

(Filed as Exhibit 10.9(a) to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2018.) *

10.7 Air Products and Chemicals, Inc.

3 unchanged sentences

(filed as Exhibit 10.2 of the Company's Current Report on Form 8-K dated 23 September 2014.) *†

10.12 Compensation Program for Non-Employee Directors effective 1 July 2017.

(Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 30 June 2017.) *†

INDEX TO EXHIBITS

10.13 Air Products and Chemicals, Inc.

Corporate Executive Committee Retention Agreements effective as of 10 January 2014.

(Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated 15 January 2014.) *†

10.9 Amended and Restated Employment Agreement dated 14 November 2017, between the Company and Seifollah Ghasemi.

(Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed 14 November 2017.) *†

10.15 Amendment to Employment Agreement, dated May 21, 2020, between Air Products and Chemicals, Inc.

10.9(a) Amendment to Employment Agreement, dated 21 May 2020, between Air Products and Chemicals, Inc.

and Seifollah Ghasemi.

2 unchanged sentences

(Filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2017.) *†

INDEX TO EXHIBITS

10.11 Compensation Programs for Nonemployee Directors effective 26 November 2019.

(Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2019.) *†

(16) Letter re change in certifying accountant

16.1 Letter from KPMG LLP (Filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K dated 26 July 2018).

10.12 Project Bonus and Release Agreement, dated 18 November 2021, between the Company and M.

Scott Crocco.

10.13 Revolving Credit Agreement dated as of 31 March 2021 for $2,500,000,000.

(Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 March 2021.) *

10.13(a) Amendment to the Revolving Credit Agreement dated as of 29 September 2021.

(21) Subsidiaries of the Registrant.

21.1 Subsidiaries of the Registrant.

(23) Consents of Experts and Counsel.

23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm.

23.1 Consent of Independent Registered Public Accounting Firm.

(24) Power of Attorney.

24.1 Power of Attorney.

(31) Rule 13a-14(a)/15d-14(a) Certifications.

21 unchanged sentences

AIR PRODUCTS AND CHEMICALS, INC.

Executive Vice President and Chief Financial Officer

/s/ Melissa N.

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

18 unchanged sentences

* 18 November 2021

* 19 November 2020

Major, Executive Vice President, General Counsel and Secretary, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to a power of attorney duly executed by such individuals, which is filed with the Securities and Exchange Commission herewith.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures