What changed in this filing

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Item 9A. Controls and Procedures

2024-11-21 compared with 2023-11-16 · 53 added, 36 removed, 159 unchanged (36% of the section changed)

8 unchanged sentences

Based on that evaluation, management concluded that, as of 30 September 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 Form 10-K.

Management’s Report on Internal Control over Financial Reporting is provided under Part II, Item 8, of this Annual Report on Form 10-K.

There was no change in our internal control over financial reporting during the fourth quarter of fiscal year 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 2024.

The Report of the Independent Registered Public Accounting Firm is provided under Part II, Item 8, of this Form 10-K.

The Report of the Independent Registered Public Accounting Firm is provided under Part II, Item 8, of this Annual Report on Form 10-K.

Other Information

2 unchanged sentences

Not applicable.

Table of Conte n t s

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 25 January 2024.

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

Business of this Form 10-K.

The information required by this item relating to our Audit and Finance Committee and our Audit and Finance Committee Financial Expert is incorporated herein by reference to the sections captioned “Board Structure–Standing Committees of the Board” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 25 January 2024.

The information required by this item relating to our procedures regarding the consideration of candidates recommended by shareholders and a procedure for submission of such candidates is incorporated herein by reference to the section captioned “The Board of Directors–Selection of Directors” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 25 January 2024.

The information required by this item relating to Section 16(a) Beneficial Ownership Reporting Compliance is incorporated herein by reference to the section captioned “Section 16(a) Beneficial Ownership Reporting” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 25 January 2024.

Business of this Annual Report on Form 10-K.

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.

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 25 January 2024.

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 25 January 2024.

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 25 January 2024.

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 25 January 2024.

Table of Conte n t s

Exhibits and Financial Statement Schedules

15 unchanged sentences

Form 10-K Summary

Table of Conte n t s

INDEX TO EXHIBITS

13 unchanged sentences

4.3 Description of Securities.

(Filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended 30 September 2023.) *

(10) Material Contracts.

7 unchanged sentences

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

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

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 2021.) *†

10.2(c) Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2022 awards.

10.2(c) Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2022 awards.

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

10.2(d) Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2022 awards.

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.) *†

Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2023 Awards.

10.2(e) Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2023 Awards.

(Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 December 2022.) *†

Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2023 Awards.

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.) *†

10.2(g) Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2024 Awards.

(Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 December 2023.) *†

10.3 Air Products and Chemicals, Inc.

1 unchanged sentence

(Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2021.) *†

INDEX TO EXHIBITS

10.3(a) Amendment No.

2 unchanged sentences

(Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 30 June 2022.) *†

10.3(b) Amendment No.

2 to the Air Products and Chemicals, Inc.

Retirement Savings Plan as amended and restated effective 1 January 2022.

10.3(c) Amendment No.

3 to the 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 2023.) *†

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

1 unchanged sentence

(Filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended 30 September 2014.) *†

Table of Conte n t s

INDEX TO EXHIBITS

10.4(a) Amendment No.

25 unchanged sentences

(Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for quarter ended 31 December 2019.) *†

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

10.12 5-Year Revolving Credit Agreement dated as of March 28, 2024 for $3,000,000,000.

(Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 March 2024.) *

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

(Filed as Exhibit 10.13(a) to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2021.) *

10.12(b) Amendment No.

2 to the Revolving Credit Agreement dated as of 31 March 2022.

Amendment No.1 to Revolving Credit Agreement dated as of 22 August 2024.

10.13 364-Day Revolving Credit Agreement dated as of March 28, 2024 for $500,000,000.

(Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 March 2024.) *

(19) Insider Trading Policies and Procedures

INDEX TO EXHIBITS

19.1 Air Products and Chemicals, Inc.

Insider Trading Policy

(21) Subsidiaries of the Registrant.

6 unchanged sentences

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 2002.

Table of Conte n t s

INDEX TO EXHIBITS

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 2002.

5 unchanged sentences

Compensation Recoupment Policy and Supplemental Executive Officer Recoupment Policy, effective as of 1 October 2023.

(Filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended 30 September 2023.) *

(101) Interactive Data Files.

10 unchanged sentences

001-04534 unless otherwise indicated.

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.

† Indicated management contract or compensatory arrangement.

†† 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 Form 10-K, irrespective of any general incorporation language contained in such filing.

Table of Conte n t s

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 Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

1 unchanged sentence

/s/ Melissa N.

Senior Vice President and Chief Financial Officer

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

7 unchanged sentences

(Principal Executive Officer)

/s/ Jeffrey J.

Kutz 16 November 2023

Vice President, Corporate Controller, and Principal Accounting Officer

* 16 November 2023

/s/ Melissa N.

Schaeffer 21 November 2024

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ William J.

Pellicciotti 21 November 2024

Vice President, Controller, and

Chief Accounting Officer

(Principal Accounting Officer)

* 21 November 2024

Charles Cogut

* 21 November 2024

Table of Conte n t s

Signature and Title Date

* 21 November 2024

Jessica Trocchi Graziano

* 21 November 2024

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