2024
ANNUAL REPORT
I
The Company supplies essential industrial gases, related equipment and applications expertise to customers in
dozens of industries, including refining, chemicals, metals, electronics, manufacturing, medical and food. As the
leading global supplier of hydrogen, Air Products also develops, engineers, builds, owns and operates some of the
world's largest clean hydrogen projects, supporting the transition to low- and zero-carbon energy in the industrial
and heavy-duty transportation sectors. Through its sale of equipment businesses, the Company also provides
turbomachinery, membrane systems and cryogenic containers globally.
Air Products reported fiscal year 2024 results under five segments:
• Americas;
• Asia;
• Europe;
• Middle East and India; and
• Corporate and other.
The regional industrial gases segments produce and sell atmospheric gases such as oxygen, nitrogen, and argon;
process gases such as hydrogen, helium, carbon dioxide, carbon monoxide, and syngas (a mixture of hydrogen and
carbon monoxide); and specialty gases. The on-site business serves large-volume customers with relatively constant
demand by constructing or acquiring a plant on or near the customer’s facility or delivering product from one of its
pipelines. The merchant business delivers liquid or gaseous bulk supply either by tanker or tube trailer and for smaller
customers, delivers packaged gases in either cylinders or dewars.
The Corporate and other segment includes sales of turbo machinery equipment and services, cryogenic and gas
processing equipment for air separation, and helium and hydrogen transport and storage containers. Additionally,
through the end of fiscal year 2024, this segment included the liquefied natural gas (“LNG”) process technology and
equipment business that the Company sold to Honeywell International Inc. on 30 September 2024. The Corporate and
other segment also reflects costs for corporate support functions and global management activities that benefit all
segments, as well as other income and expenses not directly associated with the regional segments, such as foreign
exchange gains and losses.
Air Products (NYSE:APD) is a world-leading industrial gases
company that has been in operation for over 80 years. The
Company focuses on serving energy, environmental, and
emerging markets, aiming to generate a cleaner future.
Our Businesses
Air Products | 2024 Annual Report
II
Millions of U.S. Dollars, except for per share data
2024
2023
Change
FOR THE FISCAL YEAR ENDED 30 SEPTEMBER (from continuing operations, unless otherwise indicated)
GAAP
Sales
$12,101
$12,600
(4%)
Net income margin(A)(B)
31.9%
18.6%
1,330 bp
Operating margin(B)
36.9%
19.8%
1,710 bp
Return on capital employed (“ROCE”) (GAAP Basis)(A)(B)
10.8%
7.9%
290 bp
Cash used for investing activities(C)
$4,919
$5,916
(17%)
NON-GAAP
Adjusted EBITDA margin(D)
41.7%
37.3%
440 bp
Adjusted operating margin(D)
24.4%
21.7%
270 bp
ROCE (Non-GAAP Basis)(D)
11.3%
12.0%
(70) bp
Capital expenditures(D)
$5,152
$5,224
(1%)
PER SHARE
GAAP diluted earnings per share (“EPS”)(B)
$17.24
$10.30
67%
Adjusted diluted EPS(D)
$12.43
$11.51
8%
Dividends declared per common share
$7.06
$6.87
3%
(A) Periods presented include impacts from discontinued operations.
(B) Increase versus prior year driven by a gain of $1.6 billion ($1.2 billion after tax, or $5.38 per share) recognized upon the sale of the Company’s former LNG business
on 30 September 2024.
(C) Cash used for investing activities in fiscal year 2024 includes a cash inflow of approximately $1.8 billion for the sale of the LNG business.
(D) Amounts are non-GAAP financial measures. See pages III-VI for reconciliation to the comparable GAAP measures.
U.S./Canada
Europe,
Middle East*,
India, Africa
Asia
excluding
China
Latin
America
China
43%
4%
26%
16%
11%
*Results of the Jazan Integrated Gasification and Power Company joint venture equity affiliate are not reported in sales.
APD Global Presence
FY24 Sales = $12.1 billion
Financial Highlights
III
(Millions of U.S. Dollars unless otherwise indicated, except for per share data)
Adjusted Operating Margin
The table below reconciles operating margin on a GAAP basis to adjusted operating margin. Operating margin and adjusted operating
margin are calculated by dividing operating income and adjusted operating income, respectively, by consolidated sales for each period.
The adjusted measures exclude the impact of certain items that we do not believe are indicative of underlying business performance.
Fiscal Year Ended 30 September
2024
2023
Change
Sales
$12,100.6
$12,600.0
Operating income
4,466.1
2,494.6
Operating margin
36.9%
19.8%
1,710 bp
Reconciliation of GAAP to Non-GAAP:
Operating income
$4,466.1
$2,494.6
Gain on sale of business
(1,575.6)
—
Business and asset actions
57.0
244.6
Adjusted operating income
$2,947.5
$2,739.2
Adjusted operating margin
24.4%
21.7%
270 bp
Adjusted EBITDA Margin
We define adjusted EBITDA as net income less income or loss from discontinued operations, net of tax, and excluding non-GAAP
adjustments, which we do not believe to be indicative of underlying business trends, before interest expense, other non-operating
income (expense), net, income tax provision, and depreciation and amortization expense. Adjusted EBITDA and adjusted EBITDA margin
provide useful metrics for management to assess operating performance. Margins are calculated independently for each period by
dividing each line item by consolidated sales for the respective period and may not sum to total margin due to rounding.
The tables below present consolidated sales and a reconciliation of net income on a GAAP basis to adjusted EBITDA and net income
margin on a GAAP basis to adjusted EBITDA margin:
2024
2023
Fiscal Year Ended 30 September
$
Margin
$
Margin
Sales
$12,100.6
$12,600.0
Net income and net income margin
3,862.4
31.9%
2,338.6
18.6%
Less: (Loss) Income from discontinued operations, net of tax
(13.9)
(0.1%)
7.4
0.1%
Add: Interest expense
218.8
1.8%
177.5
1.4%
Less: Other non-operating income (expense), net
(73.8)
(0.6%)
(39.0)
(0.3%)
Add: Income tax provision
944.9
7.8%
551.2
4.4%
Add: Depreciation and amortization
1,451.1
12.0%
1,358.3
10.8%
Less: Gain on sale of business
1,575.6
13.0%
–
–%
Add: Business and asset actions
57.0
0.5%
244.6
1.9%
Adjusted EBITDA and adjusted EBITDA margin
$5,046.3
41.7%
$4,701.8
37.3%
Net income margin change
1,330 bp
Adjusted EBITDA margin change
440 bp
Reconciliations of Non-GAAP Financial Measures
Air Products | 2024 Annual Report
IV
(A) Amounts presented are as previously reported.
Fiscal Year Ended 30 September
2021 vs.
2020
2020 vs.
2019
2019 vs.
2018
2018 vs.
2017
2017 vs.
2016
2016 vs.
2015
2015 vs.
2014
Change GAAP
Diluted EPS $ change
$0.57
$0.61
$1.35
$ 1.43
$0.12
$0.75
$1.05
Diluted EPS % change
7%
8%
20%
28%
2%
17%
32%
Change Non-GAAP
Adjusted diluted EPS $ change
$0.64
$0.17
$0.76
$1.14
$0.67
$0.76
$0.46
Adjusted diluted EPS % change
8%
2%
10%
18%
12%
16%
10%
Fiscal Year Ended 30 September
2021
2020
2019
2018
2017
2016
2015
2014
Diluted EPS
$9.12
$8.55
$7.94
$6.59
$5.16
$5.04
$4.29
$3.24
Change in inventory valuation method
— — —
(0.08)
— — — —
Facility closure
0.08 —
0.10
—
— — — —
Business separation costs
— —
—
—
0.12
0.21
0.03
—
Tax (benefit) costs associated with business separation — — —
—
(0.02)
0.24
— —
Business restructuring, cost reduction, and asset actions — — 0.08
—
0.49
0.11
0.61 0.03
Goodwill and intangible asset impairment charge
— — —
—
0.70 — —
1.27
Gain on exchange with joint venture partner
(0.12) —
(0.13)
—
— — — —
Gain on previously held equity interest
— — —
—
— —
(0.05) —
Company headquarters relocation income
—
(0.12) —
—
— — — —
Gain on land sales
— — —
—
(0.03) —
(0.13) —
India Finance Act 2020
—
(0.06) —
—
— — — —
Equity method investment impairment charge
— — —
—
0.36 — — —
Pension settlement loss
— —
0.02
0.15
0.03
0.02
0.06
0.02
Loss on extinguishment of debt
— — —
—
—
0.02
0.07 —
Tax reform repatriation
— —
(0.06)
2.16
— — — —
Tax reform adjustment related to deemed foreign dividends — —
0.26
(0.25)
— — — —
Tax reform rate change and other
— — —
(0.96)
— — — —
Tax restructuring
— — —
(0.16)
— — — —
Tax election benefit and other
(0.05) — —
—
(0.50) — —
(0.14)
Adjusted Diluted EPS(A)
$9.02
$8.38
$8.21
$7.45
$6.31
$5.64
$4.88
$4.42
2024 vs. 2023
2023 vs. 2022(A)
2022 vs. 2021(A)
Fiscal Year Ended 30 September
2024
2023
2022
2021
$
%
$
%
$
%
Diluted EPS
$17.24
$10.30
$10.08
$9.12 $6.94
67% $0.22
2%
$0.96
11%
Facility closure
— — —
0.08
Gain on sale of business
(5.38) — —
—
Business and asset actions
0.20
0.92
0.27
—
Gain on exchange with joint venture partner
— —
—
(0.12)
Equity method investment impairment charge
— —
0.05
—
Loss on de-designation of cash flow hedges
0.02 —
—
—
Non-service pension cost (benefit), net(A)
0.34
0.29
(0.15)
(0.29)
Tax election benefit and other
—
—
—
(0.05)
Adjusted Diluted EPS(A)
$12.43
$11.51
$10.25
$8.73
$0.92
8%
$1.26
12%
$1.52
17%
Adjusted Diluted Earnings Per Share (“EPS”)
Adjusted diluted EPS is presented on a continuing operations basis. We calculate this non-GAAP measure as net income from continuing
operations attributable to Air Products, excluding the impact of certain disclosed items that we believe are not representative of
underlying business performance, divided by the weighted average common shares reflecting the potential dilution that could occur if
stock options or other share-based awards were exercised or converted into common stock. We believe it is important for the reader to
understand the per share impact of our non-GAAP adjustments because management does not consider these impacts when evaluating
underlying business performance. Per share impacts are calculated independently and may not sum to total adjusted diluted EPS due to
rounding.
(A) Effective in fiscal year 2023, adjusted diluted EPS excludes the impact of non-service related components of net periodic cost/benefit. Fiscal years 2022 and 2021
in the table above have been updated to exclude this adjustment. See “Reconciliations of Non-GAAP Financial Measures” within Item 7, Management’s Discussion
and Analysis of Financial Condition and Results of Operations, of the accompanying Annual Report on Form 10‑K for additional information. The original
reconciliation of 2021 adjusted diluted EPS is presented in the table below.
V
Return on Capital Employed (Non-GAAP Basis)
Return on capital employed (“ROCE”) is calculated on a continuing operations basis. Management considers this measure to be useful in
evaluating the Company’s returns on capital.
2024
2023
2022
ROCE (GAAP Basis):
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Net income
$1,951.0
$708.9
$580.9
$621.6
$694.4
$610.5
$449.9
$583.8
Total liabilities and equity
39,574.6
36,974.3
35,921.7
34,118.2
32,002.5
30,929.5
29,435.4
28,278.3
27,192.6
Four-Quarter Trailing Net Income $3,862.4
$2,338.6
÷ Five-Quarter Average Total
Liabilities and Equity
35,718.3
29,567.7
ROCE (GAAP Basis)
10.8%
7.9%
Change vs. prior year
290 bp
ROCE (Non-GAAP Basis):
Net income
$1,951.0
$708.9
$580.9
$621.6
$694.4
$610.5
$449.9
$583.8
(Loss) Income from discontinued
operations, net of tax
13.9
—
—
—
(7.4)
—
—
—
Interest expense
49.7
55.7
59.9
53.5
48.0
47.4
40.9
41.2
Gain on sale of business
(1,575.6)
—
—
—
—
—
—
—
Business and asset actions
—
—
57.0
—
—
59.0
185.6
—
(Gain) Loss on de-designation of
cash flow hedges
27.5
(11.2)
—
—
—
—
—
—
Non-service pension cost (benefit),
net
26.7
25.3
25.1
24.9
22.4
22.0
22.9
19.5
Tax other(A)
357.6
(14.5)
(30.4)
(15.8)
(14.4)
(22.0)
(41.3)
(12.7)
Return After-Tax (Non-GAAP Basis)
$850.8
$764.2
$692.5
$684.2
$743.0
$716.9
$658.0
$631.8
Total liabilities and equity
$39,574.6 $36,974.3
$35,921.7
$34,118.2
$32,002.5
$30,929.5 $29,435.4 $28,278.3
$27,192.6
Less: Payables and accrued
liabilities
2,926.2
3,168.6
2,783.0
2,717.9
2,890.1
3,062.2
2,489.3
2,552.0
2,771.6
Less: Accrued income taxes
558.5
155.9
156.2
166.9
131.2
108.8
128.2
159.9
135.2
Less: NGHC debt and partners’
equity (see page VI for detail)
4,042.5
3,613.3
3,025.1
2,510.5
1,998.0
605.1
479.3
478.4
477.3
Less: Noncurrent operating lease
liabilities
677.9
639.3
652.1
635.1
631.1
635.5
632.3
627.4
592.1
Less: Other noncurrent liabilities
1,350.5
1,108.7
1,092.5
1,111.5
1,118.0
1,144.6
1,096.3
1,117.7
1,099.1
Less: Deferred income taxes
1,159.9
1,182.1
1,281.3
1,250.0
1,266.0
1,215.8
1,258.2
1,246.1
1,247.4
Capital Employed
(Non-GAAP Basis)
$28,859.1 $27,106.4
$26,931.5
$25,726.3
$23,968.1
$24,157.5
$23,351.8 $22,096.8 $20,869.9
Four-Quarter Trailing Return
After-Tax—Non-GAAP
$2,991.7
$2,749.7
÷ Five-Quarter Average Capital
Employed—Non-GAAP
26,518.3
22,888.8
ROCE (Non-GAAP Basis)
11.3%
12.0%
Change vs. prior year
(70) bp
(A) Represents the tax impact on interest expense and our pre-tax non-GAAP adjustments. A reconciliation of our full year adjusted effective tax rate is provided
under "Reconciliations of Non-GAAP Financial Measures" within Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of
the accompanying Annual Report on Form 10‑K.
Air Products | 2024 Annual Report
VI
ROCE Adjustments for NGHC
We adjust the denominator in our ROCE calculation on a non-GAAP basis to exclude the debt associated with the NEOM Green Hydrogen
Company joint venture ("NGHC") as well as the equity attributable to our joint venture partners, both of which are summarized in the table
below. Because NGHC's indebtedness and the contributions of our joint venture partners are consolidated in our financial statements, we make
this adjustment to provide management and our investors with a measure that is more representative of the Company's return on capital on an
ongoing basis. Additional information regarding NGHC is provided under Note 3, Variable Interest Entities, within Item 8, Financial Statements and
Supplementary Data, of the accompanying Annual Report on Form 10‑K.
2024
2023
2022
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Short-term borrowings
$51.6
$149.4
$162.7
$—
$—
$—
$—
$—
$—
Long-term debt
3,053.3
2,552.3
2,114.3
1,930.4
1,274.4
—
—
—
—
Long-term debt – related party
—
—
—
—
—
—
476.7
447.3
447.3
Noncontrolling interests
937.6
911.6
748.1
580.1
723.6
605.1
2.6
31.1
30.0
Total NGHC debt and
partners' equity
$4,042.5
$3,613.3
$3,025.1
$2,510.5
$1,998.0
$605.1
$479.3
$478.4
$477.3
Capital Expenditures
Capital expenditures is a non-GAAP financial measure that we define as the sum of cash flows for additions to plant and equipment, including
long-term deposits, acquisitions (less cash acquired), investment in and advances to unconsolidated affiliates, and investment in financing
receivables on our consolidated statements of cash flows. Additionally, we adjust additions to plant and equipment to exclude NGHC
expenditures funded by the joint venture's non-recourse project financing as well as our partners’ equity contributions to arrive at a measure
that we believe is more representative of our investment activities. Substantially all the funding we provide to NGHC is limited for use by the joint
venture for capital expenditures.
A reconciliation of cash used for investing activities to our reported capital expenditures is provided below:
2024
2023
$ Change
% Change
Cash used for investing activities
$4,919.2
$5,916.4
($997.2)
(17%)
Proceeds from sale of assets and investments
1,878.8
25.4
Purchases of investments
(141.4)
(640.1)
Proceeds from investments
470.7
897.0
Other investing activities
72.4
4.8
NGHC expenditures not funded by Air Products’ equity(A)
(2,047.7)
(979.1)
Capital expenditures(B)
$5,152.0
$5,224.4
($72.4)
(1%)
(A) Reflects the portion of “Additions to plant and equipment, including long-term deposits” that is associated with NGHC, less our approximate cash investment in
the joint venture.
(B) The components of our capital expenditures are detailed within Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of
the accompanying Annual Report on Form 10-K.
VII
VIII
Air Products | 2024 Annual Report
My fellow shareholders:
Ten years ago, we set a goal for Air Products
to be the safest, most diverse and most
profitable industrial gas company in the
world by delivering excellent service to our
customers, who rely on us every day. Thanks
to the outstanding efforts of our talented,
dedicated and committed employees, I am
very proud to say that we are the safest and
the most profitable industrial gas company
globally, and we continue to achieve what we
have set out to do.
For fiscal 2024, the team delivered adjusted earnings per
share* (“EPS”) of $12.43, an increase of eight percent over
the prior fiscal year. Our goal since 2014 has been to deliver
an average adjusted EPS* growth rate of 10 percent per
year, and over the past decade, we have delivered on this
goal despite significant variations in the world economy.
Our business remains strong, and we retain industry-
leading profitability based on adjusted EBITDA margin.
We also continue to return cash to our shareholders. On
average, our dividend has grown nine percent annually
since 2014, and we returned about $1.6 billion dollars to
shareholders in dividend payments this year alone. We
expect sustained performance and our ability to raise
capital to meet the cash needs of our growth strategy
while rewarding shareholders through increased
dividends.
To Our Shareholders
Dividend history
42 consecutive years of dividend increases
* Non-GAAP financial measure. See reconciliation to GAAP results on page IV.
(A) Amounts and comparisons to immediately preceding year reflect
adjustment for non-service-related pension impacts. See page IV for
reconciliation.
** Based on annualized quarterly dividend declared in first quarter.
2014
2015
2016
2017
2018
2019 2020 2021 2022(A) 2023(A) 2024(A)
+10%
+10%
+16%
+12%
+12%
+18%
+2%
+8%
+8%
$3.00
$4.00
$5.00
$6.00
$7.00
$8.00
$9.00
$10.00
$11.00
$12.00
$13.00
$14.00
+17%
~10% CAGR*
2014
2015
2016
2017
2018
2019 2020 2021
2022 2023
2024
$2.00
$2.50
$3.00
$3.50
$4.00
$4.50
$5.00
$5.50
$6.00
$6.50
$7.00
$7.50
~9% CAGR
Dividend/Share**
Adjusted Earnings Per Share*
Adjusted EPS* trend
IX
Our core industrial gases business serves
customers in dozens of industries who rely on
our products, related equipment and applications
expertise to improve product quality and
throughput and reduce emissions. This business
grows at gross domestic or industrial production
levels around the world, enabling strong and
steady cash flow. The on-site business, which
Air Products pioneered more than 80 years ago,
accounts for about half of our revenue today,
with contractual pass-through and take-or-pay
provisions that provide stability. We are focused
on running our core industrial gases business
efficiently by continuing to invest in and grow it.
Our developing clean hydrogen business is
driven by strong demand for decarbonization
solutions. Clean hydrogen is an extension of
our core business and our leading hydrogen
supply position, and we are pursuing
opportunities prudently, aligned with our
disciplined capital allocation strategy. We
have moved first, with focus and conviction,
creating significant advantages, including
optimum locations for renewable resources,
access to the right geologies for carbon
sequestration, and the ability to negotiate
clean hydrogen offtake agreements with
customers.
Fiscal 2024 Performance
Our fiscal 2024 financial performance is detailed in the accompanying Annual Report on Form 10-K. I also encourage
you to review the investor materials on our website, which provide important information regarding our disciplined
approach to creating shareholder value.
Safety is a moral responsibility that will always be our #1 priority at Air Products. Since fiscal 2014, we have achieved
a 75 percent improvement in the employee lost-time injury rate and a 57 percent improvement in the employee
recordable injury rate. Our ultimate goal will always be zero incidents and zero accidents.
Growth Strategy Creates Shareholder Value
Our growth strategy spans two areas focused on creating and
delivering shareholder value. They are interrelated and are
underpinned by our core competencies, technology and more than
80 years of industrial gas experience, including over 65 years of
hydrogen expertise.
X
Air Products | 2024 Annual Report
To Our Shareholders continued
• We were delighted to announce a 15-year agreement to supply 70,000 tons of green hydrogen annually to
TotalEnergies, beginning in 2030. This was a milestone for us, and the take-or-pay nature of the agreement will
drive stability in our growing clean hydrogen business. This pioneering agreement validates our clean hydrogen
strategy and demonstrates significant demand for green hydrogen from one of the largest energy companies in
the world.
• We continued to make tremendous progress on construction of the green hydrogen project in Saudi Arabia, of
which we are the sole offtaker. We have contracted roughly 35 percent of the total output on a take-or-pay basis, and
negotiations continue for additional offtake which would exceed the production capacity. The project has been
financed by 23 banks providing more than 70 percent of the total capital needed, and Air Products is investing about
$800 million (less than 10 percent of the total project cost). We are on track to bring the facility onstream at the end
of 2026.
• We successfully completed the sale of the LNG process technology and equipment business for $1.81 billion in cash
at the end of the fiscal year. The divestiture of this non-core business reaffirms the focus on our core industrial
gases business and delivering clean hydrogen at scale to decarbonize industrial and heavy-duty transportation
sectors.
• We announced two new air separation units (ASUs) to replace older units in Conyers, Georgia, and Reidsville,
North Carolina in the U.S., two areas with local merchant markets that we have served reliably for nearly five
decades. The new ASUs will afford an even greater level of reliability, production and efficiency in supplying
essential oxygen, nitrogen and argon to customers.
• We are expanding our Membrane Solutions manufacturing and logistics center near St. Louis, Missouri, in the
U.S., driven by growing demand for our products in biogas and hydrogen recovery applications, as well as customer
needs for the use of nitrogen in aerospace and cleaner fuels in marine applications.
• We announced plans to build networks of permanent, commercial-scale, multi-modal hydrogen refueling
stations in California, Canada and Europe, to be supplied via our global hydrogen supply chain. These include
enhanced fueling technology capability with significantly higher capacity and multiple fueling dispensers for
heavy-duty vehicles.
• Underpinning all of these efforts is our ongoing commitment to sustainability. Among other recognitions, we
were awarded an “A” rating by MSCI and again listed among Barron’s 100 Most Sustainable Companies this year.
We continued to successfully execute
on our growth strategy this year:
XI
Seifi Ghasemi
Chairman, President and
Chief Executive Officer of Air Products
In closing, as I do each year, I want to sincerely thank those who have supported
us and helped us achieve our success.
To our customers . . . In innovating alongside you, we serve our higher
purpose – supplying products that benefit the environment and helping you be
more efficient and sustainable. Thank you for your continued confidence and
trust in us.
To our employees . . . Through your dedication and commitment, you continue
to play a critical role and make a difference to the world every day, and especially
during these challenging times.
To our shareholders . . . As always, thank you for your confidence and trust in
Air Products. Our priority remains creating superior value for you.
Acknowledgments
Board Refreshment and Succession Planning
In executing our strategy, we work to uphold the highest standards of governance in everything that we do. We have
clearly and repeatedly stated our plans to:
• Continue refreshing the Board of Directors as part of our ongoing refreshment process. We are committed to
ensuring that we have the right independent perspectives, skillsets, and experience and have continuously
refreshed our board accordingly. Four directors have been appointed in the last five years, and we have nominated
two new outstanding candidates for election at our 2025 Annual Meeting of Shareholders. We expect to continue to
appoint highly qualified candidates who bring valuable insights and perspectives that bolster our business and
strategy in the future.
• Hire a fully qualified CEO successor as President and a member of our Board of Directors. This person should
be well known to investors with a clear record of success, and preferably with public company CEO experience and
significant international experience and relationships. This Board-driven process is led by our Lead Director,
Ed Monser, with the support of the full Board and an executive search firm.
Air Products | 2024 Annual Report
XII
Tonit M. Calaway
Executive Vice President,
Chief Administrative Officer,
General Counsel and Secretary of
BorgWarner Inc.
Director of the Company since 2022.
Charles Cogut
Retired Partner,
Simpson Thacher & Bartlett LLP.
Director of the Company since 2015.
Lisa A. Davis
Former Member of the Managing Board
and CEO of Gas and Power for Siemens AG.
Director of the Company since 2020.
Seifi Ghasemi
Chairman, President,
and Chief Executive Officer of Air Products.
Director of the Company since 2013.
Jessica Trocchi Graziano
Senior Vice President and Chief Financial
Officer of United States Steel Corporation.
Director of the Company since 2023.
David H. Y. Ho
Chairman and Founder of
Kiina Investment Ltd.
Director of the Company since 2013.
Edward L. Monser
(Lead Director)
Retired President and Chief Operating Officer
of Emerson Electric Co.
Director of the Company since 2013.
Matthew H. Paull
Retired Senior Executive Vice President
and Chief Financial Officer of
McDonald’s Corporation.
Director of the Company since 2013.
Wayne T. Smith
Retired Chairman and Chief Executive Officer
of BASF Corporation.
Director of the Company since 2021.
For more information about corporate
governance practices at Air Products, visit
our Governance website at
airproducts.com/company/governance.
Seifi Ghasemi
Chairman, President and
Chief Executive Officer
Melissa N. Schaeffer
Executive Vice President and
Chief Financial Officer
Sean D. Major
Executive Vice President,
General Counsel and Secretary
Ivo Bols
President, Europe and Africa
Wolfgang Brand
President, Project Delivery and Technical
Victoria Brifo
Executive Vice President,
Chief Human Resources Officer
Brian Galovich
Executive Vice President,
Chief Information Officer
Ahmed Hababou
President, Middle East and India
Kurt Lefevere
President, Asia
Francesco Maione
President, Americas
Wilbur Mok
President, Equipment Businesses
Walter L. Nelson
Senior Vice President,
Global Helium and Rare Gases
Board of Directors
Executive Officers
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 30 September 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number 001-04534
AIR PRODUCTS AND CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
23-1274455
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1940 Air Products Boulevard
Allentown, Pennsylvania 18106-5500
(Address of principal executive offices) (Zip Code)
610-481-4911
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
APD
New York Stock Exchange
1.000% Euro Notes due 2025
APD25
New York Stock Exchange
0.500% Euro Notes due 2028
APD28
New York Stock Exchange
0.800% Euro Notes due 2032
APD32
New York Stock Exchange
4.000% Euro Notes due 2035
APD35
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒
No
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.
Yes ☐
No
☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit such files).
Yes ☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period
pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐
No
☒
The aggregate market value of the voting stock held by non-affiliates of the registrant on 31 March 2024 was approximately $53.7 billion.
For purposes of the foregoing calculations, all directors and/or executive officers have been deemed to be affiliates, but the registrant
disclaims that any such director and/or executive officer is an affiliate.
The number of shares of common stock issued and outstanding as of 31 October 2024 was 222,378,909.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Shareholders are incorporated by reference into
Part III.
Air Products | 2024 Annual Report
2
AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries
ANNUAL REPORT ON FORM 10-K
For the fiscal year ended 30 September 2024
TABLE OF CONTENTS
PART I
ITEM 1.
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
ITEM 1A.
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
ITEM 1B.
UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
ITEM 1C.
CYBERSECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
ITEM 2.
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
ITEM 3.
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
ITEM 4.
MINE SAFETY DISCLOSURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
ITEM 6.
RESERVED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . . . . . . . . . .
54
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
ITEM 9A.
CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
ITEM 9B.
OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS . . . . . . . .
123
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . .
124
ITEM 11.
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
124
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
ITEM 16. FORM 10-K SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129
3
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements” within the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do
not relate solely to historical or current facts and can generally be identified by words such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “forecast,” "future," “goal,” “intend,” “may,” “outlook,” “plan,”
“positioned,” “possible,” “potential,” “project,” “should,” “target,” “will,” “would,” and similar expressions or
variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such
statements. Forward-looking statements are based on management’s expectations and assumptions as of the
date of this report and are not guarantees of future performance. You are cautioned not to place undue
reliance on our forward-looking statements.
Forward-looking statements may relate to a number of matters, including expectations regarding revenue,
margins, expenses, earnings, tax provisions, cash flows, pension obligations, share repurchases or other
statements regarding economic conditions or our business outlook; statements regarding capital
expenditures and plans, projects, strategies and objectives for our future operations, including our ability to
win new projects and execute the projects in our backlog; and statements regarding our expectations with
respect to pending legal claims or disputes. While forward-looking statements are made in good faith and
based on assumptions, expectations and projections that management believes are reasonable based on
currently available information, actual performance and financial results may differ materially from
projections and estimates expressed in the forward-looking statements because of many factors, including,
without limitation:
•
changes in global or regional economic conditions, inflation, and supply and demand dynamics in the
market segments we serve, including demand for technologies and projects to limit the impact of global
climate change;
•
changes in the financial markets that may affect the availability and terms on which we may obtain
financing;
•
the ability to execute agreements with customers and implement price increases to offset cost
increases;
•
disruptions to our supply chain and related distribution delays and cost increases;
•
risks associated with having extensive international operations, including political risks, risks associated
with unanticipated government actions and risks of investing in developing markets;
•
project delays, scope changes, cost escalations, contract terminations, customer cancellations, or
postponement of projects and sales;
•
our ability to safely develop, operate, and manage costs of large-scale and technically complex projects;
•
the future financial and operating performance of major customers, joint ventures, and equity affiliates;
•
our ability to develop, implement, and operate new technologies and to market products produced
utilizing new technologies;
•
our ability to execute the projects in our backlog and refresh our pipeline of new projects;
•
tariffs, economic sanctions and regulatory activities in jurisdictions in which we and our affiliates and
joint ventures operate;
•
the impact of environmental, tax, safety, or other legislation, as well as regulations and other public
policy initiatives affecting our business and the business of our affiliates and related compliance
requirements, including legislation, regulations, or policies intended to address global climate change;
•
changes in tax rates and other changes in tax law;
•
safety incidents relating to our operations;
•
the timing, impact, and other uncertainties relating to acquisitions, divestitures, and joint venture
activities, as well as our ability to integrate acquisitions and separate divested businesses, respectively;
•
risks relating to cybersecurity incidents, including risks from the interruption, failure or compromise of
our information systems or those of our business partners or service providers;
Air Products | 2024 Annual Report
4
FORWARD-LOOKING STATEMENTS (CONTINUED)
•
catastrophic events, such as natural disasters and extreme weather events, pandemics and other public
health crises, acts of war, including Russia's invasion of Ukraine and new and ongoing conflicts in the
Middle East, or terrorism;
•
the impact on our business and customers of price fluctuations in oil and natural gas and disruptions in
markets and the economy due to oil and natural gas price volatility;
•
costs and outcomes of legal or regulatory proceedings and investigations;
•
asset impairments due to economic conditions or specific events;
•
significant fluctuations in inflation, interest rates and foreign currency exchange rates from those
currently anticipated;
•
damage to facilities, pipelines or delivery systems, including those we are constructing or that we own or
operate for third parties;
•
availability and cost of electric power, natural gas, and other raw materials; and
•
the success of productivity and operational improvement programs.
In addition to the foregoing factors, forward-looking statements contained herein are qualified with respect to
the risks disclosed elsewhere in this document, including in Item 1A, Risk Factors, Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations, and Item 7A, Quantitative and Qualitative
Disclosures About Market Risk. Any of these factors, as well as those not currently anticipated by management,
could cause our results of operations, financial condition, or liquidity to differ materially from what is
expressed or implied by any forward-looking statement. Except as required by law, we disclaim any obligation
or undertaking to update or revise any forward-looking statements contained herein to reflect any change in
assumptions, beliefs, or expectations or any change in events, conditions, or circumstances upon which any
such forward-looking statements are based.
5
PART I
Item 1. Business
As used in this report, unless the context indicates otherwise, the terms “we,” “our,” “us,” the “Company,” "Air
Products," or “registrant” include controlled subsidiaries and affiliates of Air Products.
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. The content of our website is not
incorporated by reference into, and does not form part of, this Annual Report on Form 10-K.
Air Products trades on the New York Stock Exchange under the symbol "APD". All periodic and current reports,
registration statements, proxy statements, and other filings that we are required to file with the Securities and
Exchange Commission ("SEC"), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "Exchange Act"), are available free of charge through our website
as soon as reasonably practicable after electronic filing of the material with the SEC. All such reports filed
during the period covered by this report were available on our website on the same day as filing. Additionally,
these filings are available free of charge on the SEC's website, www.sec.gov.
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.
About Air Products
Air Products and Chemicals, Inc., a Delaware corporation originally founded in 1940, is a world-leading
industrial gases company that has built a reputation for its innovative culture, operational excellence, and
commitment to safety and the environment. Focused on serving energy, environmental, and emerging
markets, we are committed to generating a cleaner future by offering products and services that enable our
customers to improve their environmental performance, product quality, and productivity.
With sustainability at its core, our two-pillar growth strategy includes the optimization and 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 advance the transition to low- and zero-carbon energy in the
industrial and heavy-duty transportation sectors. Our 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. Through our sale of equipment businesses,
we also provide turbomachinery, membrane systems, and cryogenic containers globally.
We manage our operations, assess performance, and report earnings under five reportable
segments: Americas, Asia, Europe, Middle East and India, and Corporate and other. The discussion that
follows is based on these operations. Refer to Note 26, Business Segment and Geographic Information, to the
consolidated financial statements for additional information.
Our Businesses
Industrial Gases Business
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 ("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 2024, 2023, and 2022, approximately half of which were attributable
to atmospheric gases.
Each of the regional industrial gases segments competes against three global industrial gas companies: Air
Liquide S.A., Linde plc, and Messer Group GmbH, as well as regional competitors. Competition in industrial
gases is based primarily on price, reliability of supply, and the development of industrial gas applications. We
derive a competitive advantage in locations where we have pipeline networks, which enable us to provide a
reliable and economic supply of products to our larger customers.
Air Products | 2024 Annual Report
6
Production
Industrial gases are generally produced at or near the point of use given the complexity and inefficiency of
storing molecules at low temperatures. The industrial gases business develops, builds, and operates
equipment for the production or processing of gases. Atmospheric gases are produced through various air
separation processes, of which cryogenic distillation is the most prevalent, while process gases are produced
by methods other than air separation. To produce hydrogen, we purify byproduct sources obtained from the
chemical and petrochemical industries. We have historically produced hydrogen from hydrocarbons
exclusively without carbon capture (known as "gray hydrogen"); however, we are also investing in projects that
are intended to create a reliable and consistent world-scale source of low-carbon hydrogen produced from
hydrocarbons with carbon capture (known as “blue hydrogen”) as well as carbon-free hydrogen produced
from renewable energy (known as “green hydrogen”).
Electricity is the largest cost component in the production of atmospheric gases. To produce hydrogen, carbon
monoxide, and syngas, steam methane reformers use natural gas as the primary raw material, while gasifiers
use liquid and solid hydrocarbons as the primary raw material. We mitigate electricity, natural gas, and
hydrocarbon price fluctuations contractually through pricing formulas, surcharges, cost pass-through
provisions, and tolling arrangements. During fiscal year 2024, no significant difficulties were encountered in
obtaining adequate supplies of power and natural gas.
Helium is produced as a byproduct of gases extracted from underground reservoirs, primarily natural gas as
well as CO2 purified before resale. 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 in underground storage
facilities in Amarillo, Texas and Beaumont, Texas.
Supply Modes
We distribute gases to our industrial gas customers through different supply modes depending on various
factors including the customer's volume requirements and location. Our supply modes are as follows:
•
On-Site Gases—Supply mode associated with customers, principally in the energy production and
refining, chemical, metals, and electronics industries worldwide, that require large volumes of gases and
have relatively constant demand. Gases are produced and supplied by large facilities we construct or
acquire on or near the customers’ facilities or by pipeline systems from centrally located production
facilities. These sale of gas contracts are generally governed by 15- to 20-year contracts. We also deliver
smaller quantities of product through small on-site plants (cryogenic or non-cryogenic generators),
typically via a 10- to 15-year sale of gas contract. The contracts within this supply mode generally contain
fixed monthly charges and/or minimum purchase requirements with price escalation provisions that are
typically based on external indices. Our on-site supply mode generates approximately half our total
company sales.
•
Merchant Gases—Supply mode for liquid bulk and packaged gas products. Liquid bulk product is
delivered in bulk in either liquid or gaseous form by tanker or tube trailer and stored, usually in its liquid
state, in equipment that we typically design and install at the customer’s site for vaporizing into a
gaseous state as needed. Liquid bulk sales are usually governed by three- to five-year contracts.
Packaged gas products are delivered in small quantities in either cylinders or dewars. We operate
packaged gas businesses in Europe, Asia, and Latin America.
We maintain inventory in locations that facilitate supply of products to customers on a reasonable delivery
schedule. Inventory consists primarily of crude helium, specialty gases, and other industrial gases supplied via
the merchant gases supply mode.
7
End Use
The refining industry uses hydrogen to facilitate the conversion of heavy crude feedstock and lower the sulfur
content of gasoline and diesel fuels. This produces cleaner transportation fuels that can be used with other
equipment, particularly in the developing hydrogen-for-mobility markets, to significantly reduce emissions
that contribute to climate change. Many other industries that already benefit from hydrogen’s unique
properties to improve quality, optimize performance, and reduce costs are also looking to hydrogen as a fuel
that can help decarbonize their manufacturing processes. We have hydrogen fueling stations that support
commercial markets as well as demonstration projects across the globe.
The chemicals industry uses hydrogen, oxygen, nitrogen, carbon monoxide, and syngas as feedstocks in the
production of many basic chemicals. The energy production industry uses nitrogen injection for enhanced
recovery of oil and natural gas and oxygen for gasification. Oxygen is used in combustion and industrial
heating applications, including in the steel, certain nonferrous metals, glass, and cement industries. Nitrogen
applications are used in food processing for freezing and preserving flavor, and nitrogen is used for inerting in
various fields, including the metals, chemical, and semiconductor industries. Helium is used in laboratories
and healthcare for cooling and in other industries for pressurizing, purging, and lifting. Argon is used in the
metals and other industries for its unique inerting, thermal conductivity, and other properties. Industrial gases
are also used in welding and providing healthcare and are utilized in various manufacturing processes to
make them more efficient and to optimize performance.
Industrial Gases Equipment
We design and manufacture equipment for air separation, hydrocarbon recovery and purification, and liquid
helium and liquid hydrogen transport and storage. The Corporate and other segment includes activity related
to the sale of cryogenic and gas processing equipment for air separation. The equipment is sold worldwide to
customers in a variety of industries, including chemical and petrochemical manufacturing, oil and gas recovery
and processing, and steel and primary metals processing. The Corporate and other segment also includes the
results of our Rotoflow business, which manufactures turboexpanders and other precision rotating
equipment, and our Gardner Cryogenics business, which fabricates helium and hydrogen transport and
storage containers. 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.
Steel, aluminum, and capital equipment subcomponents such as compressors are the principal raw materials
in the manufacturing of equipment. Raw materials for individual projects typically are acquired under firm
purchase agreements. Equipment is produced at our manufacturing sites with certain components procured
from subcontractors and vendors.
Competition in the equipment business is based primarily on plant 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 2024, 2023, and 2022.
Customers
We do not have a homogeneous customer base or end market, and no single customer accounts for more
than 10% of our consolidated sales. We do have concentrations of customers in specific industries, primarily
refining, chemicals, and electronics. Within each of these industries, we have several large-volume customers
with long-term contracts. A negative trend affecting one of these industries, or the loss of one of these major
customers, although not material to our consolidated sales, could have an adverse impact on our financial
results.
Seasonality
Our businesses are not subject to seasonal fluctuations to any material extent.
Governmental Contracts
Our business is not subject to a government entity’s renegotiation of profits or termination of contracts that
would be material to our business as a whole.
Air Products | 2024 Annual Report
8
Equity Affiliates
Our reporting segments include our share of the results of joint ventures accounted for under the equity
method. Our share of our investees' net earnings is primarily presented net of income taxes within “Equity
affiliates’ income" on our consolidated income statements. The carrying value of our equity method
investments is reflected as "Investment in net assets of and advances to equity affiliates" on our consolidated
balance sheets. Substantially all our equity method investments are in foreign industrial gas producers, the
largest of which operate in Algeria, China, India, Italy, Mexico, Saudi Arabia, South Africa, and Thailand. For
additional information regarding these investments, refer to Note 10, Equity Affiliates, to the consolidated
financial statements.
International Operations
Through our subsidiaries, affiliates, and joint ventures accounted for using the equity method, we conduct
business in approximately 50 countries and regions outside the United States. 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, of this Annual Report
on Form 10-K.
We have controlling interests in foreign subsidiaries that operate in Canada and approximately 10 countries in
Latin America (primarily Chile and Brazil); approximately 10 countries and regions in Asia (primarily China,
South Korea, and Taiwan); approximately 25 countries in the Europe and Africa region (primarily the
Netherlands, the countries of the United Kingdom, and Spain); and approximately five countries in the Middle
East, primarily Saudi Arabia. As discussed under "Equity Affiliates" above, we also own non-controlling
interests in entities operating in Africa, Asia, Europe, Latin America, and the Middle East.
Financial information about our foreign operations and investments is included in Note 10, Equity Affiliates;
Note 24, Income Taxes; and Note 26, Business Segment and Geographic Information, to the consolidated financial
statements. Information about foreign currency translation is included under “Foreign Currency” in Note 1,
Basis of Presentation and Major Accounting Policies, to the consolidated financial statements. 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.
Technology Development
We pursue a market-oriented approach to technology development through research and development,
engineering, and commercial development processes. We conduct research and development principally in
our laboratories located in the United States (Allentown, Pennsylvania), the United Kingdom (Basingstoke and
Carrington), Spain (Barcelona), China (Shanghai), and Saudi Arabia (Dhahran). We also fund and cooperate in
research and development programs conducted by a number of major universities and undertake research
work funded by others, including the United States government.
Development of technology for use within the Industrial Gases business focuses primarily on new and
improved processes and equipment for the production and delivery of industrial gases and new or improved
applications for industrial gas products.
During fiscal year 2024, we owned approximately 600 United States patents, approximately 3,200 foreign
patents, and were a licensee under certain patents owned by others. While the patents and licenses are
considered important, we do not consider our business as a whole to be materially dependent upon any
particular patent, patent license, or group of patents or licenses.
9
Environmental Regulation
We are subject to various environmental laws, regulations, and public policies in the countries in which we
have operations. Compliance with these measures often results in higher capital expenditures and costs. In
the normal course of business, we are involved in legal proceedings under the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA," the federal Superfund law); Resource Conservation and
Recovery Act ("RCRA"); and similar state and foreign environmental laws relating to the designation of certain
sites for investigation or remediation. 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 19, Commitments and Contingencies, to the consolidated financial statements.
Some of our operations are within jurisdictions that have or are developing regulatory regimes governing
emissions of greenhouse gases (“GHG”), including CO2. These include existing coverage under the European
Union Emission Trading System, the California Cap-and-Trade Program, China’s Emission Trading Scheme and
its nation-wide expansion, and South Korea’s Emission Trading Scheme. In the Netherlands, a CO2 emissions
tax was enacted on 1 January 2021. In Canada, Alberta’s Technology Innovation and Emission Reduction
System went into effect 1 January 2020. In Ontario, Environment & Climate Change Canada’s Output Based
Pricing System was replaced by the GHG Emissions Performance Standards program beginning 1 January
2022. In Singapore, the Carbon Pricing Tax Act was implemented effective 1 January 2019. In Taiwan,
enforcement of the Climate Change Response Act began in 2023 and a carbon fee was implemented effective
29 August 2024. In addition, the U.S. Environmental Protection Agency 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 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 entities. 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. Furthermore, some jurisdictions have various
mechanisms to target the power sector to achieve emission reductions, which often result in higher power
costs.
Increased public concern may result in more international, U.S. federal, and/or regional requirements to
reduce or mitigate the effects of GHG emissions. Although uncertain, these developments could increase our
costs related to consumption of electric power, hydrogen production and application of our gasification
technology. 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. 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. Any legislation that limits or taxes GHG emissions could negatively
impact our growth, increase our operating costs, or reduce demand for certain of our products.
Regulation of GHG may also produce new opportunities for us. We continue to develop technologies to help
our facilities and our customers lower energy consumption, improve efficiency, and lower emissions. We see
significant opportunities for hydrogen for mobility, low carbon intensity hydrogen production supporting the
global energy transition, utilization of carbon capture technologies, 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 2024, 2023, and 2022. We do not
expect material expenditures for these projects in fiscal year 2025.
For additional information regarding environmental matters, refer to Note 19, Commitments and Contingencies,
to the consolidated financial statements.
Sustainability
Sustainability is at the core of our higher purpose to bring people together to collaborate and innovate
solutions to the world’s most significant energy and environmental sustainability challenges. 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 strategy and the role our employees play in achieving our goals. Our
latest Sustainability Report is available at www.airproducts.com/company/sustainability/sustainability-report.
Air Products | 2024 Annual Report
10
Human Capital Management
As of 30 September 2024, we had approximately 23,000 employees, of which over 95% were working full-time
and approximately 75% were located outside the United States. We have collective bargaining agreements
with unions and works councils at certain locations that expire on various dates over the next four years.
Under 20% of our total workforce is covered by such agreements. Overall, we have a corporate strategy
supported by our leaders and enabled by a positive organizational culture.
We believe our employees are our most valuable asset and are critical to our organization's success. Our goal
is to be the safest, most diverse, and most profitable industrial gas company in the world, providing excellent
service to our customers. Integral to our success is the continued development of our 4S culture (Safety,
Speed, Simplicity and Self-Confidence) and 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 benefits programs, focus on building and retaining the world-
class talent to execute our two-pillar growth strategy and fulfill Air Products' higher purpose.
Safety
Safety is a core value and fundamental to our goal of being the safest, most diverse, and most profitable
industrial gas company in the world. 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.
Diversity, Inclusion, and Belonging
Our 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. By 2025, Air Products aims to achieve at least
28 percent female representation in the professional and managerial population globally, and at least 30
percent minority representation in that same population in the United States. We established these goals
following analysis of our global employee representation metrics and future talent needs, as well as assessing
industry benchmarks and peer companies. For more information on these initiatives and to access our most
recently published Equal Employment Opportunity EEO-1 Report, please refer to our Diversity, Inclusion and
Belonging website at www.airproducts.com/company/diversity.
Compensation
As detailed in our 2024 Sustainability Report, in order to create an engaged workforce, individuals must be
compensated fairly and equitably. A work environment where employees know they belong and matter
includes fair and equitable pay. Our pay practices apply equally to all employees irrespective of gender, race,
religion, disability, age, or any other form of personal difference. We pay competitively in local markets where
we do business and compete for talent. We benchmark our compensation to ensure we keep pace with the
market to provide competitive pay and benefits. Our compensation programs are generally comprised of base
pay, annual variable pay (bonus), and long-term incentives (stock awards under the Air Products Long-Term
Incentive Plan) for eligible employees.
11
Our Executive Officers
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.
Information with respect to offices held is stated in fiscal years.
Seifi Ghasemi
80
Chairman, President, and Chief Executive Officer (became Chairman, President
and Chief Executive Officer in 2014 and previously served as Chairman and Chief
Executive Officer of Rockwood Holdings, Inc. from 2001 to 2014). Mr. Ghasemi is
a member and Chairman of the Board of Directors and the Chairman of the
Executive Committee of the Board of Directors.
Melissa N. Schaeffer
45
Executive Vice President and Chief Financial Officer (became Senior Vice
President and Chief Financial Officer in August 2021 and Executive Vice
President in October 2024). Ms. Schaeffer joined the Company in 2016 and most
recently served as Vice President, Finance – GEMTE, Americas, Middle East, and
India from 2020 to 2021 and previously served as Vice President, Chief Audit
Executive from 2016 to 2020.
Sean D. Major
60
Executive Vice President, General Counsel and Secretary since 2017. Previously,
Mr. Major served as Executive Vice President, General Counsel and Secretary for
Joy Global Inc. from 2007 to 2017.
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.
Name
Age
Office
Air Products | 2024 Annual Report
12
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.
Name
Age
Office
Item 1A. Risk Factors
Our operations are affected by various risks, many of which are beyond our control. In evaluating investment
in the Company and the forward-looking information contained in this Annual Report on Form 10-K or
presented elsewhere from time to time, you should carefully consider the risk factors discussed below. Any of
these risks could have a material adverse effect on our business, operating results, financial condition, and the
actual outcome of matters as to which forward-looking statements are made and could adversely affect the
value of an investment in our securities. The risks described below are not all inclusive but are designed to
highlight what we believe are important factors to consider when evaluating our expectations. In addition to
such risks, there may be additional risks and uncertainties that adversely affect our business, performance, or
financial condition in the future that are not presently known, are not currently believed to be significant, or
are not identified below because they are common to all businesses.
Risks Related to Economic Conditions
Changes in global and regional economic conditions, the markets we serve, or the financial markets may
adversely affect our results of operations and cash flows.
Unfavorable conditions in the global economy or regional economies, the markets we 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
regions and markets in which we do business. Weak economic conditions 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 expected demand for
technologies and projects to limit the impact of global climate change. Demand for our solutions could be
negatively impacted if the public and private sectors reduce their focus on reducing carbon emissions.
Reduced demand for our products and services would have a negative impact on our revenues and earnings
and could decrease our margins, constrain our operating flexibility, reduce efficient utilization of our
manufacturing capacity, or result in unexpected charges. Excess capacity in our manufacturing facilities or
those of our competitors could decrease our ability to maintain pricing and generate profits.
In addition, our operating results in one or more segments have in the past, and may in the future, be affected
by uncertain or deteriorating economic conditions for particular customer markets within a segment. A
decline in the industries served by our customers or adverse events or circumstances affecting individual
customers can reduce demand for our products and services and impair the ability of such customers to
satisfy their obligations to us, resulting in uncollected receivables, unanticipated contract terminations, project
delays or the inability to recover plant investments, any of which may negatively impact our financial results.
13
Weak overall demand or specific customer conditions may also cause customer shutdowns or defaults or
otherwise make us unable to operate facilities profitably and may force sale or abandonment of facilities and
equipment or prevent projects from coming on-stream when expected. These or other events associated with
weak economic conditions or specific market, 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 goodwill. Any charges relating to such impairments could be significant and could have a material
adverse impact on our financial condition and results of operations.
Our extensive international operations can be adversely impacted by operational, economic, political, security,
legal, and currency translation risks that could decrease profitability.
In fiscal year 2024, approximately 60% of our sales were derived from customers outside the United States
and many of our operations, suppliers, customers, and employees are located outside the United States. Our
operations in foreign jurisdictions may be subject to risks including exchange control regulations, import and
trade restrictions, trade policy and other potentially detrimental domestic and foreign governmental practices
or policies affecting U.S. companies doing business abroad. Changing economic and political conditions within
foreign jurisdictions, strained relations between countries, or the imposition, extension, or expansion of tariffs
or international sanctions can cause fluctuations in demand, price volatility, supply disruptions, or loss of
property. We have experienced these events in the past and the occurrence of any of these risks in the future
could have a material adverse impact on our financial condition, results of 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, the Middle East, and 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. We are actively investing large amounts of capital and other
resources, in some cases through joint ventures, in developing markets, which we believe to have high growth
potential. Our operations in these markets may be subject to greater risks than those faced by our operations
in mature economies, including political and economic instability, project delay or abandonment due to
unanticipated government actions, inadequate investment in infrastructure, undeveloped property rights and
legal systems, unfamiliar regulatory environments, relationships with local partners, language and cultural
differences and increased difficulty recruiting, training and retaining qualified employees. In addition, our
properties and contracts in these locations may be subject to seizure and cancellation, respectively, without
full compensation for loss. Successful operation of particular facilities or execution of projects may be
disrupted by civil unrest, acts of war, sabotage or terrorism, and other local security concerns. Such concerns
may require us to incur greater costs for security or require us to shut down operations for a period of time.
Furthermore, because the majority of our revenue is generated from sales outside the United States, we are
exposed to fluctuations in foreign currency exchange rates. Our business is primarily exposed to translational
currency risk as the results of our foreign operations are translated into U.S. dollars at current exchange rates
throughout the fiscal period. Our policy is to minimize cash flow volatility from changes in currency exchange
rates. We choose not to hedge the translation of our foreign subsidiaries’ earnings into dollars. Accordingly,
reported sales, net earnings, cash flows, and fair values have been, and in the future will be, affected by
changes in foreign exchange rates. For a more detailed discussion of currency exposure, see Item 7A,
Quantitative and Qualitative Disclosures About Market Risk, below.
Risks Related to Our Business
Risks related to the approval, execution, and operation of our projects, particularly with respect to our largest
projects, may adversely affect our operations or financial results.
A significant and growing portion of our business involves clean hydrogen, carbon capture, gasification, and
other large-scale projects that involve challenging engineering, permitting, procurement, and construction
phases that may last several years and involve the investment of billions of dollars. These projects are
technically complex, often reliant on significant interaction with government authorities, and face significant
financing, development, operational, and reputational risks. These projects may also be subject to complex
government approvals, as well as legal or regulatory challenges by government authorities or third parties.
Delays in receiving required approvals or related to litigation have required us and could in the future require
us to delay or abandon certain projects, which may result in higher costs, lower returns, the loss of invested
proceeds, and reputational damage.
Air Products | 2024 Annual Report
14
We have in the past and may in the future encounter difficulties related to the development of projects that
may result in delays, scope changes and additional costs. 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 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 have been and may in the future be substantial and could have a material
adverse effect on our financial condition and results of operations. We also may be required to cancel a
project and/or compensate the customer for the delay, which may also cause us to incur material costs that
we may be unable to recover. In addition, in some cases we seek financing for large projects and face market
risk associated with the availability and terms of such financing. These financing arrangements may require
that we comply with certain performance requirements which, if not met, could result in default and
restructuring costs or other losses. All of these factors could also negatively impact our reputation or
relationships with our customers, suppliers and other third parties, any of which could adversely affect our
ability to secure new projects in the future.
In addition, our large-scale clean hydrogen projects are being built before finalization of offtake agreements
for a substantial percentage of expected production, which may create uncertainty regarding future demand,
pricing, and other commercial terms. If we are unable to enter into favorable commercial agreements with
prospective customers, our projected returns could be adversely impacted, which may harm our business and
financial performance. 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.
The operation of our facilities, pipelines, and delivery systems inherently entails hazards that require
continuous oversight and control, such as pipeline leaks and ruptures, fire, explosions, toxic releases,
mechanical failures, vehicle accidents, or cyber incidents. If operational risks materialize, they could result in
loss of life, damage to the environment, or loss of production, all of which could negatively impact our ongoing
operations, reputation, financial results, and cash flows. In addition, our operating results are dependent on
the continued operation of our production facilities and our ability to meet customer requirements, which
depend, in part, on our ability to properly maintain and replace aging assets.
We are subject to extensive government regulation in the jurisdictions in which we do business. Regulations
addressing, among other things, import/export restrictions, anti-bribery and corruption, and taxes, can
negatively impact our financial condition, results of operation, and cash flows.
We are subject to government regulation in the United States and in the foreign jurisdictions where we
conduct business. The application of laws and regulations to our business is sometimes unclear. Compliance
with laws and regulations may involve significant costs or require changes in business practices that could
result in reduced profitability. If there is a determination that we have failed to comply with applicable laws or
regulations, we may be subject to penalties or sanctions that could adversely impact our reputation and
financial results. Compliance with changes in laws or regulations can result in increased operating costs and
require additional, unplanned capital expenditures. Export controls or other regulatory restrictions could
prevent us from shipping our products to and from some markets or increase the cost of doing so. Changes in
tax laws and regulations and international tax treaties could affect the financial results of our businesses.
Increasingly aggressive enforcement of anti-bribery and anti-corruption requirements, including the U.S.
Foreign Corrupt Practices Act, the United Kingdom Bribery Act and the China Anti-Unfair Competition Law,
could subject us to criminal or civil sanctions if a violation is deemed to have occurred. In addition, we are
subject to laws and sanctions imposed by the U.S. and other jurisdictions where we do business that may
prohibit us, or certain of our affiliates, from doing business in certain countries, or restricting the kind of
business that we may conduct. Such restrictions may provide a competitive advantage to competitors who are
not subject to comparable restrictions or prevent us from taking advantage of growth opportunities.
15
Further, we cannot guarantee that our internal controls and compliance systems will always protect us from
acts committed by employees, agents, business partners or that businesses that we acquire would not violate
U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud,
kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, export and
import compliance, money laundering, and data privacy. Any such improper actions or allegations of such acts
could damage our reputation and subject us to civil or criminal investigations in the U.S. and in other
jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-
monetary penalties, and could cause us to incur significant legal and investigatory fees. In addition, the
government may seek to hold us liable as a successor for violations committed by companies in which we
invest or that we acquire.
We may be unable to successfully identify, execute or effectively integrate acquisitions, manage our joint
ventures, or effectively disentangle divested businesses.
Our ability to grow revenue, earnings, and cash flow at anticipated rates depends in part on our ability to
identify, successfully acquire and integrate businesses and assets at appropriate prices, and realize expected
growth, synergies, and operating efficiencies. We may not be able to complete transactions on favorable
terms, on a timely basis or at all. In addition, our results of operations and cash flows may be adversely
impacted by the failure of acquired businesses or assets to meet expected returns, the failure to integrate
acquired businesses, the inability to dispose of non-core assets and businesses on satisfactory terms and
conditions, and the discovery of unanticipated liabilities or other problems in acquired businesses or assets
for which we lack adequate contractual protections or insurance. In addition, we may incur asset impairment
charges related to acquisitions that do not meet expectations.
In addition, some of our largest projects involve joint ventures. These arrangements may involve significant
risks and uncertainties, including our ability to cooperate with our strategic partners, our strategic partners
having interests or goals that are inconsistent with ours, and the potential that our strategic partners may be
unable to meet their economic or other obligations to the joint venture, which may negatively impact the
expected benefits of the joint venture and cause us to incur additional expense or suffer reputational damage.
In addition, due to the nature of these arrangements, we may have limited ability to direct or influence the
management of the joint venture, which may limit our ability to assist and oversee the design and
implementation of the joint venture’s business as well as its accounting, legal, governance, human resources,
information technology, and other administrative systems. This may expose us to additional risks and
uncertainties because we may be dependent upon and subject to liability, losses, or reputational damage
relating to systems, controls, and personnel that are not under our control. These risks may be augmented
when the joint venture is operating outside the United States due to differences in language, culture, and
regulation, as well as the factors listed above that are relevant to our international operations.
We continually assess the strategic fit of our existing businesses and may divest businesses that are deemed
not to fit with our strategic plan or are not achieving the desired return on investment. These transactions
pose risks and challenges that could negatively impact our business and financial statements. For example,
when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on
satisfactory terms within our anticipated time frame or at all. 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 buyers or others. In addition, we have agreed, and may in the
future agree, to indemnify buyers against known and unknown contingent liabilities. Our financial results
could be impacted adversely by claims under these indemnification provisions.
Air Products | 2024 Annual Report
16
The security of our information technology systems could be compromised, which could adversely affect our
ability to operate.
We depend on information technology to enable us to operate safely and efficiently and interface with our
customers as well as to maintain our internal control environment and financial reporting accuracy and
efficiency. Our information technology capabilities are delivered through a combination of internal and
external services and service providers. If we do not allocate and effectively manage the resources necessary
to build and sustain the proper technology infrastructure, we could be subject to transaction errors,
processing inefficiencies, the loss of customers, business disruptions, property damage, or the loss of or
damage to our confidential business information due to a security breach. In addition, our information
technology systems may be damaged, disrupted or shut down due to attacks by computer hackers, computer
viruses, employee error or malfeasance, power outages, hardware failures, telecommunication or utility
failures, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and
other disaster recovery planning may be ineffective or inadequate. Security breaches of our systems (or the
systems of our customers, suppliers or other business partners) could result in the misappropriation,
destruction or unauthorized access or disclosure of confidential information or personal data belonging to us
or to our employees, partners, customers or suppliers, and may subject us to legal liability.
As with most large systems, our information technology systems have in the past been, and in the future likely
will be subject to computer viruses, malicious codes, unauthorized access and other cyber-attacks, and we
expect the sophistication and frequency of such attacks to continue to increase. 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. To date, we are not aware of any significant impact on our
operations or financial results from such attempts; however, unauthorized access could disrupt our business
operations, result in the loss of assets, and have a material adverse effect on our business, financial condition,
or results of operations. Any of the attacks, breaches or other disruptions or damage described above could:
interrupt our operations at one or more sites; delay production and shipments; result in the theft of our and
our customers’ intellectual property and trade secrets; damage customer and business partner relationships
and our reputation; result in defective products or services, physical damage to facilities, pipelines or delivery
systems, including those we own or operate for third parties, legal claims and proceedings, liability and
penalties under privacy laws, or increased costs for security and remediation; or raise concerns regarding our
internal control environment and internal control over financial reporting. Each of these consequences could
adversely affect our business, reputation and our financial statements.
Our business involves the use, storage, and transmission of information about our employees, vendors, and
customers. The protection of such information, as well as our proprietary information, is critical to us. The
regulatory environment surrounding information security and privacy is increasingly demanding, with the
frequent imposition of new and constantly changing requirements. We have established policies and
procedures to help protect the security and privacy of this information. We also, from time to time, export
sensitive customer data and technical information to recipients outside the United States. Breaches of our
security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary
information or sensitive or confidential data about us or our customers, including the potential loss or
disclosure of such information or data as a result of fraud, trickery, or other forms of deception, could expose
us, our customers, or the individuals affected to a risk of loss or misuse of this information, which could
ultimately result in litigation and potential legal and financial liability. These events could also damage our
reputation or otherwise harm our business.
Interruption in ordinary sources of raw material or energy supply or an inability to recover increases in energy
and raw material costs from customers could result in lost sales or reduced profitability.
Hydrocarbons, including natural gas, are the primary feedstock for the production of hydrogen, carbon
monoxide, and syngas. Energy, including electricity, natural gas, and diesel fuel for delivery trucks, is the
largest cost component of our business. Because our industrial gas facilities use substantial amounts of
electricity, inflation and energy price fluctuations have impacted our revenues and earnings and may continue
to do so in the future. A disruption in the supply of energy, components, or raw materials, whether due to
market conditions, legislative or regulatory actions, natural disasters, public health crises and pandemics, or
other disruption, could prevent us from meeting our contractual commitments and harm our business and
financial results.
17
Our supply of crude helium for purification and resale is largely dependent upon natural gas production by
crude helium suppliers. Lower natural gas production resulting from natural gas pricing dynamics, supplier
operating or transportation issues, or other interruptions in sales from crude helium suppliers, can reduce
our supplies of crude helium available for processing and resale to customers.
We typically contract to pass-through cost increases in energy and raw materials to customers, but such cost
pass-through results in declining margins, and cost variability can negatively impact our other operating
results. For example, we may be unable to raise prices as quickly as costs rise, or competitive pressures may
prevent full recovery of such costs. In addition, increases in energy or raw material costs that cannot be
passed on to customers for competitive or other reasons may negatively impact our revenues and earnings.
Even where costs are passed through, price increases can cause lower sales volume.
New technologies create performance risks that could impact our financial results or reputation.
We are continually developing and implementing new technologies and product offerings. Existing
technologies are being implemented in products and designs or at scales beyond our experience base. These
technological expansions can create nontraditional performance risks to our operations. Failure of the
technologies to work as predicted, or unintended consequences of new designs or uses, could lead to cost
overruns, project delays, financial penalties, or damage to our reputation. We may face difficulties marketing
products produced using new technologies including, but not limited to, green hydrogen, which may adversely
impact our sales and financial results. In addition, certain large-scale projects may contain processes or
technologies that we have not operated at the same scale or in the same combination, and although such
projects generally include technologies and processes that have been demonstrated previously by others,
such technologies or processes may be new to us and may introduce new risks to our operations. Additionally,
there is also a risk that our new technologies may become obsolete and be replaced by other market
alternatives. Performance difficulties on these larger projects may have a material adverse effect on our
operations and financial results. In addition, performance challenges may adversely affect our reputation and
our ability to obtain future contracts.
Protecting our intellectual property is critical to our technological development, and we may suffer
competitive harm from infringement on such rights.
As we develop new technologies, it is critical that we protect our intellectual property assets against third-
party infringement. We own a number of patents and other forms of intellectual property related to our
products and services. As we develop new technologies there is a risk that our patent applications may not be
granted, or we may not receive sufficient protection of our proprietary interests. We may also expend
considerable resources in defending our patents against third-party infringement. It is critical that we protect
our proprietary interests to prevent competitive harm.
Legal and Regulatory Risks
Legislative, regulatory, societal, and market efforts to address global climate change may impact our business
and create financial risk.
We are the world’s leading supplier of hydrogen, the primary use of which is the production of ultra-low sulfur
transportation fuels that have significantly reduced transportation emissions and helped improve human
health. 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 CO2. In addition, gasification enables the conversion of lower value feedstocks into cleaner energy
and value-added products; however, our gasification projects also produce CO2. Some of our operations are
within jurisdictions that have or are developing regulatory regimes governing disclosure of GHG emissions,
including CO2, such as the European Union's CSRD, California’s Climate Corporate Data Accountability Act and
Climate Related Financial Risk Act, and similar regulations under consideration by the SEC, which may lead to
direct and indirect costs on our operations. We could also face scrutiny from stakeholders regarding our
reporting under various frameworks for disclosing GHG emissions-related data, including those we use
currently in our sustainability reporting. If our GHG emissions-related data, processes, and reporting are
incomplete or inaccurate, or if we fail to comply with relevant reporting frameworks from newly emerging
regulations, we may incur monetary penalties and reputational harm, and we could become subject to
litigation or government investigations, which may also adversely affect our reputation and business.
Air Products | 2024 Annual Report
18
Increased public concern and governmental action may result in more international, U.S. federal and/or
regional requirements to reduce or mitigate the effects of GHG emissions or increased demand for
technologies and projects to limit the impact of global climate change. Although uncertain, these
developments could increase our costs related to consumption of electric power, hydrogen production, and
application of our gasification technology, although these developments may be mitigated by our growth
strategy focused on world-scale clean hydrogen projects. We believe we will be able to mitigate some of the
increased costs through contractual terms, but the lack of definitive legislation or regulatory requirements
prevents an accurate estimate of the long-term impact these measures will have on our operations. Any
legislation or governmental action that limits or taxes GHG emissions could negatively impact our growth,
increase our operating costs, or reduce demand for certain of our products, particularly for our core industrial
gases business.
In addition, our growth strategy is partially dependent on a regulatory environment that favors technologies
focused on limiting the impact of climate change, in particular toward the production and distribution of clean
hydrogen. For example, we anticipate benefits from tax incentives created by the U.S. Inflation Reduction Act
of 2022 for carbon sequestration and clean hydrogen production in future years once our projects in these
areas come on-stream in the U.S. If there is a reversal in the regulatory environment or a discontinuation or
reduction of incentives or benefits for the development of technologies limiting the impact of climate change,
particularly those focused on low- and zero-carbon hydrogen production, demand for our products may be
less than we anticipate and certain projects and our long-term growth strategy could be adversely affected.
Any such occurrence could adversely affect our projected returns, which may harm our business and financial
performance.
Our operations may present a safety risk to our employees and others.
Notwithstanding our emphasis on the safety of our employees and contractors and the precautions we take
related to health and safety, we may be unable to avoid safety incidents relating to our operations that result
in injuries or deaths. Certain safety incidents may result in legal or regulatory action that could result in
increased expenses or reputational damage. We maintain workers' compensation insurance to address the
risk of incurring material liabilities for injuries or deaths, but there can be no assurance that the insurance
coverage will be adequate or will continue to be available on terms acceptable to us, or at all, which could
result in material liabilities to us for any injuries or deaths. Changes to federal, state, and local employee
health and safety regulations, and legislative, regulatory, or societal responses to safety incidents may result
in heightened regulations or public scrutiny that may increase our compliance costs or result in reputational
damage.
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.
Our business depends on our ability to attract, develop, engage, and retain qualified employees.
Our success depends on our ability to attract, develop, engage, and retain employees with the skills necessary
to our business. Competitive labor market conditions have resulted in increased demand for qualified
personnel, which makes it difficult to attract, hire, and retain employees with specialized technical experience.
In addition, the increasing number of experienced employees becoming retirement-eligible and our company
headcount growth further amplify this challenge. The number of our employees has grown both
internationally and in the United States, with our total headcount increasing from approximately 16,300 at the
end of fiscal 2018 to approximately 23,000 at the end of fiscal 2024. Our results of operations have been and
in the future could be adversely affected by increased costs due to increased competition for skilled talent in
the market. In addition, increased turnover and decreased tenure of employees may impact productivity,
costs, and organizational culture. We undertake significant efforts to hire, engage, and retain our employees
and to effectively manage workforce costs, even with rapid political, social, and economic shifts in our
markets. If these efforts are unsuccessful, our growth may be limited and we may suffer financial or
reputational harm that could have a material adverse effect on our business, financial condition, or results of
operations.
19
Our financial results may be affected by various legal and regulatory proceedings, including antitrust, tax,
environmental, or other matters.
We are subject to litigation and regulatory investigations and proceedings in the normal course of business
and could become subject to additional claims in the future, some of which could be material. While we seek
to limit our liability in our commercial contractual arrangements, there are no guarantees that each contract
will contain suitable limitations of liability or that limitations of liability will be enforceable. Also, the outcome
of existing legal proceedings may differ from our expectations because the outcomes of litigation, including
regulatory matters, are often difficult to predict reliably. Various factors or developments can lead us to
change current estimates of liabilities and related insurance receivables, where applicable, or make such
estimates for matters previously not susceptible to reasonable estimates, such as a significant judicial ruling
or judgment, a significant settlement, significant regulatory developments, or changes in applicable law. A
future adverse ruling, settlement, or unfavorable development could result in charges that could have a
material adverse effect on our financial condition, results of operations, and cash flows in any particular
period.
Costs and expenses resulting from compliance with environmental regulations may negatively impact our
operations and financial results.
We are subject to extensive federal, state, local, and foreign environmental and safety laws and regulations
concerning, among other things, emissions in the air; discharges to land and water; and the generation,
handling, treatment, and disposal of hazardous waste and other materials. We take our environmental
responsibilities very seriously, but there is a risk of adverse environmental impact inherent in our
manufacturing operations and in the transportation of our products. Future developments and more
stringent environmental regulations may require us to make additional unforeseen environmental
expenditures. In addition, laws and regulations may require significant expenditures for environmental
protection equipment, compliance, and remediation. These additional costs may adversely affect our financial
results. For a more detailed description of these matters, see Item 1, Business–Environmental Regulation, above.
A change of tax law in key jurisdictions could result in a material increase in our tax expense.
The multinational nature of our business subjects us to taxation in the United States and numerous foreign
jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions may be subject to
significant change. 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,
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.
Changes to income tax laws and regulations in any of the jurisdictions in which we operate, or in the
interpretation of such laws, could significantly increase our effective tax rate and adversely impact our
financial condition, results of operations, or cash flows. Various levels of government, including the U.S.
federal government, are increasingly focused on tax reform and other legislative action to increase tax
revenue. Further changes in tax laws in the U.S. or foreign jurisdictions where we operate could have a
material adverse effect on our business, results of operations, or financial condition.
Air Products | 2024 Annual Report
20
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.
General Risk Factors
Catastrophic events could disrupt our operations or the operations of our suppliers or customers, having a
negative impact on our business, financial results, and cash flows.
Our operations could be impacted by catastrophic events outside our control, including severe weather
conditions such as hurricanes, floods, earthquakes, storms, epidemics, pandemics, acts of war, and terrorism.
Any such event could cause a serious business disruption that could affect our ability to produce and
distribute products and possibly expose us to third-party liability claims. Additionally, such events could
impact our suppliers, customers, and partners, which could cause energy and raw materials to be unavailable
to us, or our customers to be unable to purchase or accept our products and services. Any such occurrence
could have a negative impact on our operations and financial results.
Inability to compete effectively in a segment could adversely impact sales and financial performance.
We face strong competition from large global competitors and many smaller regional competitors in many of
our business segments. Introduction by competitors of new technologies, competing products, or additional
capacity could weaken demand for, or impact pricing of our products, negatively impacting financial results. In
addition, competitors’ pricing policies could affect our profitability or market share.
Item 1B. Unresolved Staff Comments
We have not received any written comments from the Commission staff that remain unresolved.
21
Item 1C. Cybersecurity
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.
Air Products | 2024 Annual Report
22
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
Air Products and Chemicals, Inc. owns its principal administrative offices located at the Company's 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. We lease the principal administrative
offices in Shanghai, China; Pune, India; Vadodara, India; and Dhahran, Saudi Arabia. We lease administrative
offices in the United States, Canada, Spain, Malaysia, and China, primarily for our Finance and Business
Services organization.
Descriptions of the properties used by our five business segments are provided below. We believe that our
facilities are suitable and adequate for our current and anticipated future levels of operation.
Americas
Our Americas segment operates from approximately 465 production and distribution facilities in North and
South America. Of these facilities, approximately 25% are located on owned property. We have sufficient
property rights and permits for the ongoing operation of our pipeline systems in the Gulf Coast, California,
and Arizona in the United States and Alberta and Ontario in Canada. Management and sales support is based
in our Allentown, Medellin, and Santiago offices referred to above, and at approximately 20 leased properties
located throughout North and South America.
Asia
Our Asia segment operates from approximately 300 production and distribution facilities within the region, of
which approximately 35% are on owned property or long-duration term grants. We have sufficient property
rights and permits for the ongoing operation of our pipeline systems in China, South Korea, Taiwan, Malaysia,
Singapore, and Indonesia. Management and sales support for this business segment is based in Shanghai,
China, and Kuala Lumpur, Malaysia, and in approximately 35 leased office locations throughout the region.
Europe
Our Europe segment operates from approximately 245 production and distribution facilities in Europe, of
which approximately 35% are on owned property. We have sufficient property rights and permits for the
ongoing operation of our pipeline systems in the Netherlands, the United Kingdom, Belgium, France, and
Germany. Management and sales support for this business segment is based in Hersham, England; and
Barcelona, Spain; and at approximately 15 leased regional office sites and 15 leased local office sites
throughout the region.
23
Middle East and India
Our Middle East and India segment operates from approximately 15 production and distribution facilities
throughout the region, all of which are leasehold properties. Management and sales support for this business
segment are based in Dharan, Saudi Arabia; Dubai, United Arab Emirates; and Pune, India; as well as
approximately 10 leased local office sites throughout the region.
Corporate and other
This business segment includes our sale of equipment businesses for which equipment is manufactured in
Missouri in the United States; Shanghai, China; and Johor, Malaysia. The Gardner Cryogenic business operates
at facilities in Pennsylvania and Kansas in the United States. The Rotoflow business operates manufacturing
and service facilities in Texas and Pennsylvania in the United States with management, engineering, and sales
support based in the Allentown offices referred to above and a nearby leased office. Prior to its sale on 30
September 2024, the LNG business operated a manufacturing facility in Florida in the United States with
management, engineering, and sales support based in the Allentown offices referred to above.
Research and development activities are primarily conducted at owned locations in the United States, the
United Kingdom, and Saudi Arabia.
Helium is processed at multiple sites in the United States and then distributed to and from transfill sites
globally.
Our Corporate and other segment also has management, sales, engineering support, and corporate
administrative functions that are based in our administrative offices referred to above.
Item 3. Legal Proceedings
In the normal course of business, we and our subsidiaries are involved in various legal proceedings, including
commercial, competition, environmental, intellectual property, regulatory, product liability, and insurance
matters. Although litigation with respect to these matters is routine and incidental to the conduct of our
business, such litigation could result in large monetary awards, especially if compensatory and/or punitive
damages are awarded. However, we believe that litigation currently pending to which we are a party will be
resolved without any material adverse effect on our financial position, earnings, or cash flows.
From time to time, we are also involved in proceedings, investigations, and audits involving governmental
authorities in connection with environmental, health, safety, competition, and tax matters.
We are a party to proceedings under CERCLA, RCRA, and similar state and foreign environmental laws relating
to the designation of certain sites for investigation or remediation. Presently there are 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. We do not
expect that any sums we may have to pay in connection with these environmental matters would have a
material adverse impact on our consolidated financial position. Additional information on our environmental
exposure is included under Item 1, Business–Environmental Regulation, and Note 19, Commitments and
Contingencies, to the consolidated financial statements.
In September 2010, the Brazilian Administrative Council for Economic Defense ("CADE") issued a decision
against our Brazilian subsidiary, Air Products Brasil Ltda., and several other Brazilian industrial gas companies
for alleged anticompetitive activities. CADE imposed a civil fine of R$179.2 million (approximately $33 million
at 30 September 2024) on Air Products Brasil Ltda. This fine was based on a recommendation by a unit of the
Brazilian Ministry of Justice, following an investigation beginning in 2003, which alleged violation of
competition laws with respect to the sale of industrial and medical gases. The fines are based on a percentage
of our total revenue in Brazil in 2003.
Air Products | 2024 Annual Report
24
We have denied the allegations made by the authorities and filed an appeal in October 2010 with the Brazilian
courts. On 6 May 2014, our appeal was granted and the fine against Air Products Brasil Ltda. was dismissed.
CADE has appealed that ruling and the matter remains pending. We, with advice of our outside legal counsel,
have assessed the status of this matter and have concluded that, although an adverse final judgment after
exhausting all appeals is possible, such a judgment is not probable. As a result, no provision has been made in
the consolidated financial statements. In the event of an adverse final judgment, we estimate the maximum
possible loss to be the full amount of the fine of R$179.2 million (approximately $33 million at 30 September
2024) plus interest accrued thereon until final disposition of the proceedings.
During the third quarter of fiscal year 2024, we settled a dispute regarding energy management charges
related to a severe winter weather storm that impacted the U.S. Gulf Coast in February 2021. 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.
Other than the matters discussed above, we do not currently believe there are any legal proceedings,
individually or in the aggregate, that are reasonably possible to have a material impact on our financial
condition, results of operations, or cash flows. However, a future charge for regulatory fines or damage
awards could have a significant impact on our net income in the period in which it is recorded.
Item 4. Mine Safety Disclosures
Not applicable.
25
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and
Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange under the symbol "APD". As of 31 October 2024,
there were 4,238 record holders of our common stock.
The Board of Directors determines whether to declare cash dividends on our common stock and the timing
and amount based on financial condition and other factors it deems relevant. Dividends are paid quarterly,
usually during the sixth week after the close of the fiscal quarter. We have increased our quarterly dividend
for 42 consecutive years. Dividend information for each quarter of fiscal years 2024 and 2023 is summarized
below:
2024
2023
Fourth quarter
$1.77
$1.75
Third quarter
1.77
1.75
Second quarter
1.77
1.75
First quarter
1.75
1.62
Total
$7.06
$6.87
Purchases of Equity Securities by the Issuer
On 15 September 2011, the Board of Directors authorized the repurchase of up to $1.0 billion of our
outstanding common stock. This program does not have a stated expiration date. If we repurchase shares
pursuant to this authorization, we may do so under Rules 10b5-1 and 10b-18 under the Exchange Act through
repurchase agreements established with one or more brokers. We have not purchased any of our outstanding
shares under this program since fiscal year 2013. As of 30 September 2024, $485.3 million in share repurchase
authorization remained available. Any future purchases will be completed at our discretion while maintaining
sufficient funds for investing in our business and pursuing growth opportunities.
Air Products | 2024 Annual Report
26
Performance Graph
The performance graph below compares the five-year cumulative returns of our common stock with those of
the Standard & Poor’s 500 Index ("S&P 500 Index") and the Standard & Poor’s 500 Materials Index ("S&P 500
Materials Index"). The figures assume an initial investment of $100 and the reinvestment of all dividends.
$ Dollars
COMPARISON OF FIVE YEAR CUMULATIVE SHAREHOLDER RETURN
Air Products & Chemicals, Inc., S&P 500 Index, and S&P 500 Materials Index
Comparative Growth of a $100 Investment
(Assumes Reinvestment of All Dividends)
Air Products & Chemicals, Inc.
(APD)
S&P 500 Index
(SPX)
S&P 500 Materials Index
(S5MATR)
Sept 2019
Sept 2020
Sept 2021
Sept 2022
Sept 2023
Sept 2024
50
75
100
125
150
175
200
225
Sept 2019 Sept 2020 Sept 2021 Sept 2022 Sept 2023 Sept 2024
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
Item 6. [Reserved]
Not applicable.
27
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Business Overview ...........................................................................................................................................................
28
2024 in Summary .............................................................................................................................................................
29
Outlook ..............................................................................................................................................................................
31
Results of Operations .....................................................................................................................................................
31
Reconciliations of Non-GAAP Financial Measures ....................................................................................................
37
Liquidity and Capital Resources ...................................................................................................................................
43
Pension Benefits ..............................................................................................................................................................
47
Critical Accounting Policies and Estimates .................................................................................................................
49
This Management’s Discussion and Analysis contains “forward-looking statements” within the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, including statements about business
outlook. These forward-looking statements are based on management’s expectations and assumptions as of
the date of this Annual Report on Form 10-K and are not guarantees of future performance. Actual
performance and financial results may differ materially from projections and estimates expressed in the
forward-looking statements because of many factors not anticipated by management, including, without
limitation, those described in "Forward-Looking Statements" and Item 1A, Risk Factors, of this Annual Report on
Form 10-K.
This discussion should be read in conjunction with the consolidated financial statements and the
accompanying notes contained in this Annual Report on Form 10-K. Unless otherwise stated, financial
information is presented in millions of U.S. Dollars, except for per share data. Except for net income, which
includes the results of discontinued operations, financial information is presented on a continuing operations
basis.
The financial measures discussed below are presented in accordance with U.S. generally accepted accounting
principles ("GAAP"), except as noted. We present certain financial measures on an "adjusted," or "non-GAAP,"
basis because we believe such measures, when viewed together with financial results computed in
accordance with GAAP, provide a more complete understanding of the factors and trends affecting our
historical financial performance. For each non-GAAP financial measure, including adjusted diluted earnings
per share ("EPS"), adjusted EBITDA, adjusted EBITDA margin, adjusted effective tax rate, and capital
expenditures, we present a reconciliation to the most directly comparable financial measure calculated in
accordance with GAAP. These reconciliations and explanations regarding the use of non-GAAP measures are
presented under the “Reconciliations of Non-GAAP Financial Measures” section beginning on page 37.
Comparisons included in the discussion that follows are for fiscal year 2024 versus ("vs.") fiscal year 2023. A
discussion of changes from fiscal year 2022 to fiscal year 2023 and other financial information related to fiscal
year 2022 is available in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results
of Operations, of our Annual Report on Form 10-K for the fiscal year ended 30 September 2023, which was filed
with the SEC on 16 November 2023.
For information concerning activity with our related parties, refer to Note 25, Supplemental Information, to the
consolidated financial statements.
Air Products | 2024 Annual Report
28
BUSINESS OVERVIEW
Founded in 1940, Air Products and Chemicals, Inc. is a world-leading industrial gases company that has built a
reputation for its innovative culture, operational excellence, and commitment to safety and the environment.
Approximately 23,000 passionate, talented, and committed employees from diverse backgrounds together are
driven by Air Products’ higher purpose to create innovative solutions that benefit the environment, enhance
sustainability, and reimagine what is possible to address the challenges facing customers, communities, and
the world.
Focused on serving energy, environmental, and emerging markets, we are committed to generating a cleaner
future by offering products and services that enable our customers to improve their environmental
performance, product quality, and productivity. Our core industrial gases business provides essential gases,
related equipment, and applications expertise to customers in dozens of industries, including refining,
chemicals, metals, electronics, manufacturing, medical, and food. We also develop, engineer, build, own, and
operate some of the world's largest clean hydrogen projects that will support the transition to low- and zero-
carbon energy in the industrial and heavy-duty transportation sectors. Through our sale of equipment
businesses, we also provide turbomachinery, membrane systems, and cryogenic containers globally. For
additional information on our product and service offerings, including production, distribution, and end use,
refer to Item 1, Business, of this Annual Report on Form 10-K.
We conduct business in approximately 50 countries and regions throughout the world. Our industrial gases
business is organized and operated regionally in the Americas, Asia, Europe, and Middle East and India
segments and generates the majority of our sales via our on-site and merchant supply modes. Approximately
half our total revenue is generated through the on-site supply mode, which is governed by contracts that are
generally long-term in nature with provisions that allow us to pass through changes in energy costs to our
customers. Our Corporate and other segment includes the results of our sale of equipment businesses, costs
for corporate support functions and global management activities, and other income and expenses not
directly associated with the regional segments, such as foreign exchange gains and losses. For additional
information regarding our supply modes and business segments, refer to Note 7, Revenue Recognition, and
Note 26, Business Segment and Geographic Information, to the consolidated financial statements.
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. Refer to Note 4, Gain on Sale of Business, to the consolidated financial statements for additional
information.
29
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. We also recognized higher equity affiliates' income from our
unconsolidated joint ventures, particularly in the Americas segment.
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. These cash-generating actions will enable us to continue investing in
projects that will provide clean hydrogen at scale to accelerate the energy transition while creating long-term
value for our shareholders.
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.
Fiscal Year 2024 Highlights
Comparisons presented in the highlights below are for fiscal year 2024 vs. fiscal year 2023.
•
Sales of $12.1 billion decreased 4%, or $499.4, primarily due to 5% lower energy cost pass-through,
which was partially offset by 1% higher pricing. 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.
•
Adjusted EBITDA of $5.0 billion increased 7%, or $344.5, and adjusted EBITDA margin of 41.7% increased
440 bp from 37.3% in the prior year.
•
Diluted EPS of $17.24 increased 67%, or $6.94 per share, and adjusted diluted EPS of $12.43 increased
8%, or $0.92 per share. A summary table of changes in diluted EPS is presented below.
Air Products | 2024 Annual Report
30
Changes in Diluted EPS Attributable to Air Products
The per share impacts 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
2024
2023
Increase
(Decrease)
Total Diluted EPS
$17.18
$10.33
$6.85
Less: Diluted EPS from (loss) income from discontinued operations
(0.06)
0.03
(0.09)
Diluted EPS From Continuing Operations
$17.24
$10.30
$6.94
% Change from prior year
67%
Operating Items
Underlying business
Volume
$0.23
Price, net of variable costs
0.70
Other costs
(0.08)
Currency
(0.09)
Gain on sale of business
5.38
Business and asset actions
0.72
Total Operating Items
$6.86
Other Items
Equity affiliates' income
$0.16
Interest expense
(0.15)
Other non-operating income/expense, net:
Loss on de-designation of cash flow hedges
(0.02)
Non-service pension cost, net
(0.05)
Other
(0.01)
Change in effective tax rate
0.17
Noncontrolling interests
(0.01)
Total Other Items
$0.09
Total Change in Diluted EPS From Continuing Operations
$6.94
% Change from prior year
67%
The table below summarizes the diluted per share impact of our non-GAAP adjustments in fiscal years 2024
and 2023:
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)
Business and asset actions
0.20
0.92
(0.72)
Loss on de-designation of cash flow hedges
0.02
—
0.02
Non-service pension cost, net
0.34
0.29
0.05
Adjusted Diluted EPS From Continuing Operations
$12.43
$11.51
$0.92
% Change from prior year
8%
31
OUTLOOK
Statements regarding business outlook should be read in conjunction with the Forward-Looking Statements of
this Annual Report on Form 10-K.
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. Our employees are dedicated to the ongoing success of our
core industrial gases business while we pursue strategic high growth opportunities in clean hydrogen.
In fiscal year 2025, we expect merchant pricing improvement as well as positive volume contributions from
several smaller industrial gas on-site plants that are scheduled to come onstream. Cost discipline remains a
top priority as we seek to mitigate the impact of ongoing inflationary pressures through productivity actions.
Economic activity in China remains uncertain. Additionally, we estimate an earnings per share headwind of
approximately 4%, or $0.49, as a result of the LNG business divestiture. We expect sustained performance and
our ability to raise capital to meet the cash needs of our growth strategy while rewarding shareholders
through increased dividends, as we have done for the past 42 consecutive years.
Beyond fiscal year 2025, we see significant opportunity in clean hydrogen driven by demand for
decarbonization solutions such as the application of green hydrogen to meet Europe's emission reduction
mandates across the heavy industrial and transport sectors, blue hydrogen in the form of blue ammonia to
minimize the use of coal in Asia's power plants, as well as blue and green ammonia to directly power ships.
We have made significant progress in the construction of some of our energy transition projects, such as the
NEOM Green Hydrogen Project that is on schedule to come onstream at the end of 2026 with first product
delivery in early 2027.
RESULTS OF OPERATIONS
DISCUSSION OF CONSOLIDATED RESULTS
Change vs. Prior Year
Fiscal Year Ended 30 September
2024
2023
$
%/bp
GAAP Measures
Sales
$12,100.6
$12,600.0
($499.4)
(4%)
Operating income
4,466.1
2,494.6
1,971.5
79%
Operating margin
36.9%
19.8%
1,710 bp
Equity affiliates’ income
$647.7
$604.3
$43.4
7%
Net income
3,862.4
2,338.6
1,523.8
65%
Net income margin
31.9%
18.6%
1,330 bp
Non-GAAP Measures
Adjusted EBITDA
$5,046.3
$4,701.8
$344.5
7%
Adjusted EBITDA margin
41.7%
37.3%
440 bp
Sales
The table below summarizes the major factors that impacted consolidated sales for the periods presented:
Volume
—%
Price
1%
Energy cost pass-through to customers
(5%)
Currency
—%
Total Consolidated Sales Change
(4%)
Air Products | 2024 Annual Report
32
Sales of $12.1 billion decreased 4%, or $499.4, primarily due to 5% lower energy cost pass-through driven by
lower natural gas prices in North America and Europe. Sales in our on-site business, which typically represent
approximately half our total company sales, fluctuate with power and fuel prices due to contract provisions
that allow us to pass through changes in energy costs to our customers. The lower sales due to energy cost
pass-through were partially offset by a modest 1% total company price improvement, which equates to a 2%
improvement for the merchant business. The pricing improvement was attributable to our Americas and
Europe segments. Volumes were flat on a total company basis as weaker global merchant demand and lower
sales of equipment offset improvements in our on-site business, which were driven by new assets in Europe
and Asia as well as higher demand for hydrogen in the U.S. Additionally, favorable on-site volumes in our
Americas segment included a one-time asset sale associated with an early contract termination at the request
of a customer. Currency was stable versus the prior year.
Cost of Sales and Gross Margin
Cost of sales of $8.2 billion decreased 8%, or $664.3, due to lower energy cost pass-through to customers of
$646, a favorable impact from currency of $20, and lower other costs of $10, partially offset by higher costs
associated with sales volumes of $12. Higher costs due to labor inflation and planned maintenance activities
were partially offset by lower power costs in our merchant business in Europe and the Americas as well as
improvements from strategic productivity actions. Gross margin of 32.5% increased 260 bp from 29.9% in the
prior year. Approximately half of the margin improvement was attributable to lower energy cost pass-through
to customers.
Selling and Administrative Expense
Selling and administrative expense of $942.4 decreased 2%, or $14.6, primarily due to lower incentive
compensation and strategic productivity actions, partially offset by labor inflation. Selling and administrative
expense as a percentage of sales increased to 7.8% from 7.6% in the prior year.
Research and Development Expense
Research and development expense of $100.2 decreased 5%, or $5.4. Research and development expense as
a percentage of sales of 0.8% was flat versus the prior year.
Gain on Sale of Business
On 30 September 2024, we completed the sale of our LNG business to Honeywell International Inc. As a result
of the transaction, we recorded a gain of $1,575.6 during the fourth quarter of fiscal year 2024 that is reflected
within "Gain on sale of business" on our consolidated income statements ($1,198.4 after tax, or $5.38 per
share). This gain was not recorded in segment results. Prior to the divestiture, the results of the LNG business
were reflected within the Corporate and other segment. Refer to Note 4, Gain on Sale of Business, to the
consolidated financial statements for additional information.
Business and Asset Actions
Our consolidated income statements for the fiscal years ended 30 September 2024 and 2023 reflect charges
of $57.0 ($43.8 after tax, or $0.20 per share) and $244.6 ($204.9 attributable to Air Products after tax, or $0.92
per share), respectively, for strategic business and asset actions intended to optimize costs and focus
resources on our growth projects. Charges for business and asset actions are not recorded in segment results.
The fiscal year 2024 charge of $57.0 was for severance and other postemployment benefits payable to
employees identified under a global cost reduction plan. We originated this plan during the third quarter of
fiscal year 2023, which resulted in an initial charge of $27.0. Fiscal year 2023 also included a noncash charge of
$217.6 to write off assets associated with exited projects that were previously under construction in our Asia
and Europe segments.
For additional information, refer to Note 5, Business and Asset Actions, to the consolidated financial statements
for additional information.
Other Income (Expense), Net
Other income of $58.2 increased 67%, or $23.4, primarily due to higher income from the sale of assets as well
as the favorable settlement of a legal dispute. Refer to Note 19, Commitments and Contingencies, to the
consolidated financial statements for additional information. These items were partially offset by an
unfavorable foreign exchange impact from the devaluation of the Argentine peso during the first quarter of
fiscal year 2024.
33
Operating Income and Margin
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. The improvement
from the prior year also reflects positive pricing, net of power and fuel costs, of $192, lower charges for
business and asset actions of $188, and favorable business mix of $63. The on-site improvements reflected
within favorable business mix were partially offset by lower merchant demand and recognition of higher
project cost estimates related to our sale of equipment activities in fiscal year 2024. Unfavorable items versus
the prior year included an unfavorable impact from currency of $25 and higher costs of $22. The higher costs
were driven by labor inflation and higher planned maintenance, partially offset by improved productivity
resulting from strategic business and asset actions and lower costs for incentive compensation.
Operating margin of 36.9% increased 1,710 bp from 19.8% in the prior year primarily due to the gain
recognized on the sale of the LNG business, lower charges for business and asset actions, and favorable
pricing. Additionally, while energy cost pass-through has no impact on profit, it does contribute to our
margins. Of the 1,710 bp operating margin improvement, lower energy cost pass-through to customers
contributed approximately 100 bp.
Equity Affiliates’ Income
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.
Interest Expense
Fiscal Year Ended 30 September
2024
2023
Interest incurred
$507.9
$292.9
Less: Capitalized interest
289.1
115.4
Interest expense
$218.8
$177.5
Interest incurred increased 73%, or $215.0, primarily due to a higher debt balance from senior notes issued to
fund projects under our Green Finance Framework as well as borrowings on financing available for the NEOM
Green Hydrogen Project. Capitalized interest increased $173.7 due to a higher carrying value of projects under
construction, which is largely attributable to the NEOM Green Hydrogen Project.
Other Non-Operating Income (Expense), Net
Other non-operating expense of $73.8 increased 89%, or $34.8. We recognized non-service pension costs of
$102.0 ($76.8 after tax, or $0.34 per share) in fiscal year 2024 compared to $86.8 ($65.2 after tax, or $0.29 per
share) in fiscal year 2023. Additionally, in fiscal year 2024, we recorded unrealized losses of $16.3 ($4.3
attributable to Air Products after tax, or $0.02 per share) related to certain de-designated interest rate swaps
associated with the financing for the NEOM Green Hydrogen Project. Refer to Note 3, Variable Interest Entities,
and Note 15, Financial Instruments, to the consolidated financial statements for additional information. These
unfavorable items were partially offset by higher interest income on cash and cash items and short-term
investments.
Discontinued Operations
During the fourth quarter of fiscal year 2024, we recorded a pre-tax loss from discontinued operations of
$19.4 ($13.9 after tax, or $0.06 per share) to increase our existing liability for retained environmental
remediation obligations associated with the sale of our former Amines business in September 2006. Refer to
the Pace discussion within Note 19, Commitments and Contingencies, to the consolidated financial statements
for additional information. In fiscal year 2023, income from discontinued operations, net of tax, of $7.4 ($0.03
per share) primarily resulted from a net tax benefit recorded in the fourth quarter upon release of tax
liabilities for uncertain tax positions taken with respect to the sale of our former Performance Materials
Division ("PMD"), which was completed in 2017.
Net Income and Net Income Margin
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.
Air Products | 2024 Annual Report
34
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA of $5.0 billion increased 7%, or $344.5, and adjusted EBITDA margin of 41.7% increased 440
bp from 37.3% in the prior year, primarily due to positive pricing, net of power and fuel costs, and favorable
business mix, partially offset by labor inflation and higher planned maintenance costs. The on-site
improvements reflected within favorable business mix were partially offset by lower merchant demand and
recognition of higher project cost estimates related to our sale of equipment activities in fiscal year 2024. The
higher costs for labor inflation and planned maintenance activities were offset by improved productivity
resulting from strategic business and asset actions and lower costs for incentive compensation. While lower
energy cost pass-through does not impact profit, it improved adjusted EBITDA margin by approximately 200
basis points.
Effective Tax Rate
The effective tax rate equals the income tax provision divided by income from continuing operations before
taxes. Refer to Note 24, Income Taxes, to the consolidated financial statements for details regarding factors
affecting the effective tax rate.
Our effective tax rate was 19.6% and 19.1% for the fiscal years ended 30 September 2024 and 2023,
respectively. Our current year effective tax rate was higher primarily due to the recognition of the $1,575.6
gain on the sale of our LNG business during the fourth quarter of fiscal year 2024. This gain increased our
income from continuing operations before taxes, which diluted the impact of recurring effective tax rate
reconciling items for fiscal year 2024. The gain was also recognized in jurisdictions with higher tax rates.
Partially offsetting this increase were tax benefits unrelated to the sale of our LNG business, which included
the release of certain unrecognized tax benefits upon expiration of the statute of limitations for uncertain tax
positions taken in prior years, a tax benefit on the sale of a non-U.S. subsidiary, and a tax election for a non-
U.S. subsidiary during fiscal year 2024.
Our adjusted effective tax rate, which excludes the impact of the gain on the sale of the LNG business as well
as other adjustments described in the "Reconciliations of Non-GAAP Financial Measures" section, was 17.8%
and 18.9% for the fiscal years ended 30 September 2024 and 2023, respectively. Our current year adjusted
effective tax rate is lower primarily due to earning a greater share of income in jurisdictions with lower tax
rates in addition to the tax benefits discussed above.
DISCUSSION OF RESULTS BY BUSINESS SEGMENT
Americas
Change vs. Prior Year
Fiscal Year Ended 30 September
2024
2023
$
%/bp
Sales
$5,040.1
$5,369.3
($329.2)
(6%)
Operating income
1,565.1
1,439.7
125.4
9%
Operating margin
31.1%
26.8%
430 bp
Equity affiliates’ income
$158.8
$109.2
$49.6
45%
Adjusted EBITDA
2,423.2
2,198.2
225.0
10%
Adjusted EBITDA margin
48.1%
40.9%
720 bp
The table below summarizes the major factors that impacted sales in the Americas segment for the periods
presented:
Volume
1%
Price
3%
Energy cost pass-through to customers
(9%)
Currency
(1%)
Total Americas Sales Change
(6%)
35
Sales of $5.0 billion decreased 6%, or $329.2, due to lower energy cost pass-through to customers of 9% and
an unfavorable currency impact of 1%, partially offset by higher pricing of 3% and higher volumes of 1%. The
total segment pricing increase of 3% equates to a 6% improvement in our merchant business, where pricing
was favorable across most product lines. Volumes improved modestly as higher hydrogen demand and a one-
time asset sale associated with an early contract termination at the request of a customer were mostly offset
by lower demand for merchant products.
Operating income of $1.6 billion increased 9%, or $125.4, due to positive pricing, net of lower power and fuel
costs, of $145 and favorable business mix of $49, partially offset by higher costs of $61 and unfavorable
currency of $8. Favorable business mix was attributable to the one-time asset sale as well as higher hydrogen
demand. The higher costs were driven by higher planned maintenance and labor inflation, partially offset by
lower incentive compensation as well as the favorable settlement of a legal dispute during the third quarter.
Operating margin of 31.1% increased 430 bp from 26.8% in the prior year primarily due to lower energy cost
pass-through to customers and favorable pricing. Of the 430 bp operating margin improvement, lower energy
cost pass-through to customers contributed approximately 250 bp.
Equity affiliates’ income of $158.8 increased 45%, or $49.6, due to higher income from an affiliate in Mexico as
well as recognition of our share of income from a one-time asset sale.
Asia
Change vs. Prior Year
Fiscal Year Ended 30 September
2024
2023
$
%/bp
Sales
$3,224.3
$3,216.1
$8.2
—%
Operating income
859.2
906.5
(47.3)
(5%)
Operating margin
26.6%
28.2%
(160 bp)
Equity affiliates’ income
$32.9
$29.7
$3.2
11%
Adjusted EBITDA
1,363.1
1,369.7
(6.6)
—%
Adjusted EBITDA margin
42.3%
42.6%
(30 bp)
The table below summarizes the major factors that impacted sales in the Asia segment for the periods
presented:
Volume
1%
Price
—%
Energy cost pass-through to customers
1%
Currency
(2%)
Total Asia Sales Change
—%
Sales of $3.2 billion were flat as higher volumes of 1% and higher energy cost pass-through to customers of
1% were offset by unfavorable currency impacts of 2%. Higher volumes in our on-site business, including
several new assets across the region, were offset by lower demand for merchant products. The unfavorable
currency impact was primarily attributable to the strengthening of the U.S. Dollar against the Chinese
Renminbi. Pricing was flat versus the prior year.
Operating income of $859.2 decreased 5%, or $47.3, primarily due to unfavorable mix of $22, an unfavorable
currency impact of $21, and higher variable costs in our merchant business of $13, partially offset by favorable
other costs of $12. Favorable other costs reflect lower distribution costs and strategic productivity actions that
more than offset the impact of inflation. Operating margin of 26.6% decreased 160 bp from 28.2% in the prior
year primarily due to unfavorable mix.
Equity affiliates’ income of $32.9 increased 11%, or $3.2, as higher income from affiliates in Thailand was
partially offset by higher maintenance expense for one of our affiliates in China.
Air Products | 2024 Annual Report
36
Europe
Change vs. Prior Year
Fiscal Year Ended 30 September
2024
2023
$
%/bp
Sales
$2,823.4
$2,963.1
($139.7)
(5%)
Operating income
810.0
663.4
146.6
22%
Operating margin
28.7%
22.4%
630 bp
Equity affiliates’ income
$88.1
$102.5
($14.4)
(14%)
Adjusted EBITDA
1,105.2
962.1
143.1
15%
Adjusted EBITDA margin
39.1%
32.5%
660 bp
The table below summarizes the major factors that impacted sales in the Europe segment for the periods
presented:
Volume
1%
Price
—%
Energy cost pass-through to customers
(8%)
Currency
2%
Total Europe Sales Change
(5%)
Sales of $2.8 billion decreased 5%, or $139.7, due to lower energy cost pass-through to customers of 8%,
partially offset by a favorable currency impact of 2% and higher volumes of 1%. The positive currency impact
was primarily attributable to the weakening of the U.S. Dollar against the Euro. Volumes improved modestly
as contributions from a new facility in Uzbekistan were partially offset by weaker merchant demand. Pricing
was flat versus the prior year.
Operating income of $810.0 increased 22%, or $146.6, due to favorable mix of $80, pricing, net of lower power
and fuel costs, of $69, and a favorable impact from currency of $14, partially offset by higher costs of $16.
Higher costs resulting from labor inflation were partially offset by strategic productivity actions. Operating
margin of 28.7% increased 630 bp from 22.4% in the prior year due to favorable volumes and pricing as well
as lower energy cost pass-through to customers. Of the 630 bp operating margin improvement, lower energy
cost pass-through to customers contributed approximately 200 bp.
Equity affiliates’ income of $88.1 decreased 14%, or $14.4, driven by prior year non-recurring items for our
affiliate in Italy.
Middle East and India
Change vs. Prior Year
Fiscal Year Ended 30 September
2024
2023
$
%
Sales
$134.4
$162.5
($28.1)
(17%)
Operating income
5.9
16.9
(11.0)
(65%)
Equity affiliates’ income
347.5
349.8
(2.3)
(1%)
Adjusted EBITDA
380.0
394.2
(14.2)
(4%)
Sales of $134.4 decreased 17%, or $28.1, and operating income of $5.9 decreased 65%, or $11.0, in each case
primarily due to lower merchant volumes and pricing.
Equity affiliates' income of $347.5 decreased 1%, or $2.3, driven by higher costs for an affiliate in Saudi Arabia.
37
Corporate and other
Change vs. Prior Year
Fiscal Year Ended 30 September
2024
2023
$
%
Sales
$878.4
$889.0
($10.6)
(1%)
Operating loss
(292.7)
(287.3)
(5.4)
(2%)
Equity affiliates' income
20.4
13.1
7.3
56%
Adjusted EBITDA
(225.2)
(222.4)
(2.8)
(1%)
Sales of $878.4 decreased 1%, or $10.6, and operating loss of $292.7 increased 2%, or $5.4, primarily due to
lower equipment sales and higher project cost estimates. The lower profit contribution was partially offset by
lower incentive compensation and strategic productivity actions.
As discussed above, we completed the sale of the LNG business on 30 September 2024. The LNG business
generated operating income for this segment of approximately $135 and $120 in fiscal years 2024 and 2023,
respectively.
Equity affiliates' income of $20.4 increased 56%, or $7.3, driven by higher contributions from an affiliate in
Algeria.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
(Millions of U.S. Dollars unless otherwise indicated, except for per share data)
We present certain financial measures, other than in accordance with U.S. generally accepted accounting
principles ("GAAP"), on an "adjusted" or "non-GAAP" basis. On a consolidated basis, these measures include
adjusted diluted earnings per share ("EPS"), adjusted EBITDA, adjusted EBITDA margin, the adjusted effective
tax rate, and capital expenditures. On a segment basis, these measures include adjusted EBITDA and adjusted
EBITDA margin. In addition to these measures, we also present certain supplemental non-GAAP financial
measures to help the reader understand the impact that certain disclosed items, or "non-GAAP adjustments,"
have on the calculation of our adjusted diluted EPS. For each non-GAAP financial measure, we present a
reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.
In many cases, non-GAAP financial measures are determined by adjusting the most directly comparable GAAP
measure to exclude non-GAAP adjustments that we believe are not representative of our underlying business
performance. For example, we exclude the impact of the non-service components of net periodic benefit/cost
for our defined benefit pension plans. Non-service related components are recurring, non-operating items
that include interest cost, expected returns on plan assets, prior service cost amortization, actuarial loss
amortization, as well as special termination benefits, curtailments, and settlements. The net impact of non-
service related components is reflected within “Other non-operating income (expense), net” on our
consolidated income statements. Adjusting for the impact of non-service pension components provides
management and users of our financial statements with a more accurate representation of our underlying
business performance because these components are driven by factors that are unrelated to our operations,
such as volatility in equity and debt markets. Further, non-service related components are not indicative of
our defined benefit plans’ future contribution needs due to the funded status of the plans. We may also
exclude certain expenses associated with cost reduction actions and impairment charges as well as gains on
disclosed transactions, such as the sale of the LNG business. The reader should be aware that we may
recognize similar losses or gains in the future.
When applicable, the tax impact of our pre-tax non-GAAP adjustments reflects the expected current and
deferred income tax impact of our non-GAAP adjustments. These tax impacts are primarily driven by the
statutory tax rate of the various relevant jurisdictions and the taxability of the adjustments in those
jurisdictions.
Air Products | 2024 Annual Report
38
We provide these non-GAAP financial measures to allow investors, potential investors, securities analysts, and
others to evaluate the performance of our business in the same manner as our management. We believe
these measures, when viewed together with financial results computed in accordance with GAAP, provide a
more complete understanding of the factors and trends affecting our historical financial performance and
projected future results. However, we caution readers not to consider these measures in isolation or as a
substitute for the most directly comparable measures calculated in accordance with GAAP. Readers should
also consider the limitations associated with these non-GAAP financial measures, including the potential lack
of comparability of these measures from one company to another.
ADJUSTED DILUTED EPS
The table below provides a reconciliation to the most directly comparable GAAP measure for each of the
major components used to calculate adjusted diluted EPS from continuing operations, which we view as a key
performance metric. In periods that we have non-GAAP adjustments, we believe it is important for the reader
to understand the per share impact of each such adjustment because management does not consider these
impacts when evaluating underlying business performance. Per share impacts are calculated independently
and may not sum to total diluted EPS and total adjusted diluted EPS due to rounding.
2024 vs. 2023
Operating
Income
Equity
Affiliates'
Income
Other
Non-
Operating
Income/
Expense,
Net
Income
Tax
Provision
Net
Income
Attributa
ble to Air
Products
Diluted
EPS
2024 GAAP
$4,466.1
$647.7
($73.8)
$944.9
$3,842.1
$17.24
2023 GAAP
2,494.6
604.3
(39.0)
551.2
2,292.8
10.30
$ Change GAAP
$6.94
% Change GAAP
67%
2024 GAAP
$4,466.1
$647.7
($73.8)
$944.9
$3,842.1
$17.24
Gain on sale of business
(1,575.6)
—
—
(377.2)
(1,198.4)
(5.38)
Business and asset actions
57.0
—
—
13.2
43.8
0.20
Loss on de-designation of cash flow hedges
(A)
—
—
16.3
1.4
4.3
0.02
Non-service pension cost, net
—
—
102.0
25.2
76.8
0.34
2024 Non-GAAP ("Adjusted")
$2,947.5
$647.7
$44.5
$607.5
$2,768.6
$12.43
2023 GAAP
$2,494.6
$604.3
($39.0)
$551.2
$2,292.8
$10.30
Business and asset actions
(B)
244.6
—
—
34.7
204.9
0.92
Non-service pension cost, net
—
—
86.8
21.6
65.2
0.29
2023 Non-GAAP ("Adjusted")
$2,739.2
$604.3
$47.8
$607.5
$2,562.9
$11.51
$ Change Non-GAAP ("Adjusted")
$0.92
% Change Non-GAAP ("Adjusted")
8%
(A ) Includes $10.6 attributable to noncontrolling interests.
(B ) Includes $5.0 attributable to noncontrolling interests.
39
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
We define adjusted EBITDA as net income less income or loss from discontinued operations, net of tax, and
excluding non-GAAP adjustments, which we do not believe to be indicative of underlying business trends,
before interest expense, other non-operating income (expense), net, income tax provision, and depreciation
and amortization expense. Adjusted EBITDA and adjusted EBITDA margin provide useful metrics for
management to assess operating performance. Margins are calculated independently for each period by
dividing each line item by consolidated sales for the respective period and may not sum to total margin due to
rounding.
The tables below present consolidated sales and a reconciliation of net income on a GAAP basis to adjusted
EBITDA and net income margin on a GAAP basis to adjusted EBITDA margin:
2024
2023
$
Margin
$
Margin
Sales
$12,100.6
$12,600.0
Net income and net income margin
$3,862.4
31.9% $2,338.6
18.6%
Less: (Loss) Income from discontinued operations, net of tax
(13.9)
(0.1%)
7.4
0.1%
Add: Interest expense
218.8
1.8%
177.5
1.4%
Less: Other non-operating income (expense), net
(73.8)
(0.6%)
(39.0)
(0.3%)
Add: Income tax provision
944.9
7.8%
551.2
4.4%
Add: Depreciation and amortization
1,451.1
12.0%
1,358.3
10.8%
Less: Gain on sale of business
1,575.6
13.0%
—
—%
Add: Business and asset actions
57.0
0.5%
244.6
1.9%
Adjusted EBITDA and adjusted EBITDA margin
$5,046.3
41.7% $4,701.8
37.3%
2024
vs. 2023
Change GAAP
Net income $ change
$1,523.8
Net income % change
65%
Net income margin change
1,330 bp
Change Non-GAAP
Adjusted EBITDA $ change
$344.5
Adjusted EBITDA % change
7%
Adjusted EBITDA margin change
440 bp
Air Products | 2024 Annual Report
40
The tables below present sales and a reconciliation of operating income and operating margin by segment to
adjusted EBITDA and adjusted EBITDA margin by segment for the fiscal years ended 30 September 2024 and
2023:
Americas
Change vs. Prior Year
Fiscal Year Ended 30 September
2024
2023
$
%/bp
Sales
$5,040.1
$5,369.3
($329.2)
(6%)
Operating income
1,565.1
1,439.7
125.4
9%
Operating margin
31.1%
26.8%
430 bp
Reconciliation of GAAP to Non-GAAP:
Operating income
$1,565.1
$1,439.7
Add: Depreciation and amortization
699.3
649.3
Add: Equity affiliates' income
158.8
109.2
Adjusted EBITDA
$2,423.2
$2,198.2
$225.0
10%
Adjusted EBITDA margin
48.1%
40.9%
720 bp
Asia
Change vs. Prior Year
Fiscal Year Ended 30 September
2024
2023
$
%/bp
Sales
$3,224.3
$3,216.1
$8.2
—%
Operating income
859.2
906.5
(47.3)
(5%)
Operating margin
26.6%
28.2%
(160) bp
Reconciliation of GAAP to Non-GAAP:
Operating income
$859.2
$906.5
Add: Depreciation and amortization
471.0
433.5
Add: Equity affiliates' income
32.9
29.7
Adjusted EBITDA
$1,363.1
$1,369.7
($6.6)
—%
Adjusted EBITDA margin
42.3%
42.6%
(30) bp
Europe
Change vs. Prior Year
Fiscal Year Ended 30 September
2024
2023
$
%/bp
Sales
$2,823.4
$2,963.1
($139.7)
(5%)
Operating income
810.0
663.4
146.6
22%
Operating margin
28.7%
22.4%
630 bp
Reconciliation of GAAP to Non-GAAP:
Operating income
$810.0
$663.4
Add: Depreciation and amortization
207.1
196.2
Add: Equity affiliates' income
88.1
102.5
Adjusted EBITDA
$1,105.2
$962.1
$143.1
15%
Adjusted EBITDA margin
39.1%
32.5%
660 bp
41
Middle East and India
Change vs. Prior Year
Fiscal Year Ended 30 September
2024
2023
$
%/bp
Sales
$134.4
$162.5
($28.1)
(17%)
Operating income
5.9
16.9
(11.0)
(65%)
Reconciliation of GAAP to Non-GAAP:
Operating income
$5.9
$16.9
Add: Depreciation and amortization
26.6
27.5
Add: Equity affiliates' income
347.5
349.8
Adjusted EBITDA
$380.0
$394.2
($14.2)
(4%)
Corporate and other
Change vs. Prior Year
Fiscal Year Ended 30 September
2024
2023
$
%/bp
Sales
$878.4
$889.0
($10.6)
(1%)
Operating loss
(292.7)
(287.3)
(5.4)
(2%)
Reconciliation of GAAP to Non-GAAP:
Operating loss
($292.7)
($287.3)
Add: Depreciation and amortization
47.1
51.8
Add: Equity affiliates' income
20.4
13.1
Adjusted EBITDA
($225.2)
($222.4)
($2.8)
(1%)
Air Products | 2024 Annual Report
42
ADJUSTED EFFECTIVE TAX RATE
The effective tax rate equals the income tax provision divided by income from continuing operations before
taxes. We calculate our adjusted effective tax rate by adjusting the numerator and denominator to exclude
the tax and before tax impacts of our non-GAAP adjustments, respectively. The table below presents a
reconciliation of the GAAP effective tax rate to our adjusted effective tax rate:
Fiscal Year Ended 30 September
2024
2023
Income tax provision
$944.9
$551.2
Income from continuing operations before taxes
4,821.2
2,882.4
Effective tax rate
19.6%
19.1%
Income tax provision
$944.9
$551.2
Adjustments for tax impacts on disclosed items:
Gain on sale of business
(377.2)
—
Business and asset actions
13.2
34.7
Loss on de-designation of cash flow hedges
1.4
—
Non-service pension cost, net
25.2
21.6
Adjusted income tax provision
$607.5
$607.5
Income from continuing operations before taxes
$4,821.2
$2,882.4
Adjustments for pre-tax impacts of disclosed items:
Gain on sale of business
(1,575.6)
—
Business and asset actions
57.0
244.6
Loss on de-designation of cash flow hedges
16.3
—
Non-service pension cost, net
102.0
86.8
Adjusted income from continuing operations before taxes
$3,420.9
$3,213.8
Adjusted effective tax rate
17.8%
18.9%
CAPITAL EXPENDITURES
Capital expenditures is a non-GAAP financial measure that we define as the sum of cash flows for additions to
plant and equipment, including long-term deposits, acquisitions (less cash acquired), investment in and
advances to unconsolidated affiliates, and investment in financing receivables on our consolidated statements
of cash flows. Additionally, we adjust additions to plant and equipment to exclude NEOM Green Hydrogen
Company (“NGHC”) expenditures funded by the joint venture's non-recourse project financing as well as our
partners’ equity contributions to arrive at a measure that we believe is more representative of our investment
activities. Substantially all the funding we provide to NGHC is limited for use by the venture for capital
expenditures.
A reconciliation of cash used for investing activities to our reported capital expenditures is provided below:
Fiscal Year Ended 30 September
2024
2023
Cash used for investing activities
$4,919.2 $5,916.4
Proceeds from sale of assets and investments
1,878.8
25.4
Purchases of investments
(141.4)
(640.1)
Proceeds from investments
470.7
897.0
Other investing activities
72.4
4.8
NGHC expenditures not funded by Air Products' equity
(A)
(2,047.7)
(979.1)
Capital expenditures
$5,152.0 $5,224.4
(A) Reflects the portion of "Additions to plant and equipment, including long-term deposits" that is associated with NGHC,
less our approximate cash investment in the joint venture.
43
LIQUIDITY AND CAPITAL RESOURCES
We believe we have sufficient cash, cash flows from operations, and funding sources to meet our liquidity
needs. As further discussed in the "Cash Flows From Financing Activities" section below, we have the ability to
raise capital through a variety of financing activities, including accessing capital or commercial paper markets
or drawing upon our credit facilities.
As of 30 September 2024, we had $1,571.3 of foreign cash and cash items compared to total cash and cash
items of $2,979.7. We do not expect that a significant portion of the earnings of our foreign subsidiaries and
affiliates will be subject to U.S. income tax upon repatriation to the U.S. Depending on the country in which
the subsidiaries and affiliates reside, the repatriation of these earnings may be subject to foreign withholding
and other taxes. However, since we have significant current investment plans outside the U.S., it is our intent
to permanently reinvest the majority of our foreign cash and cash items that would be subject to additional
taxes outside the U.S.
Cash Flows From Operations
Fiscal Year Ended 30 September
2024
2023
Net income from continuing operations attributable to Air Products
$3,842.1 $2,292.8
Adjustments to reconcile income to cash provided by operating activities:
Depreciation and amortization
1,451.1 1,358.3
Deferred income taxes
(69.3)
(24.7)
Gain on sale of business
(1,575.6)
—
Business and asset actions
57.0
244.6
Undistributed earnings of equity method investments
(206.0)
(261.2)
Gain on sale of assets and investments
(31.4)
(15.8)
Share-based compensation
61.8
59.9
Noncurrent lease receivables
116.2
79.6
Other adjustments
183.8
(103.0)
Working capital changes that provided (used) cash, excluding effects of acquisitions:
Trade receivables
(111.0)
130.7
Inventories
(137.8)
(129.4)
Other receivables
34.4
(93.8)
Payables and accrued liabilities
(338.7)
(213.3)
Other working capital
370.1
(119.0)
Cash Provided by Operating Activities
$3,646.7 $3,205.7
In fiscal year 2024, cash provided by operating activities was $3,646.7. Gain on sale of business of $1,575.6
related to the sale of the LNG business. Refer to Note 4, Gain on Sale of Business, to the consolidated financial
statements for additional information. Business and asset actions of $57.0 included an expense recognized
for severance and other benefits related to a global cost reduction plan. Refer to Note 5, Business and Asset
Actions, to the consolidated financial statements for additional information. Other operating adjustments of
$183.8 primarily included pension expense, net of contributions, of $89.1. Working capital accounts resulted in
a net use of cash of $183.0. The use of cash of $338.7 within payables and accrued liabilities primarily resulted
from a reduction of customer advances for sale of equipment projects as we recognize revenue, payments
against severance actions, and payments for incentive compensation under the fiscal year 2023 plan.
Inventories resulted in a use of cash of $137.8 primarily due to purchases of helium. The use of cash of $111.0
from trade receivables was primarily attributable to the timing of collections. The source of cash of $370.1
within other working capital was primarily driven by the timing of income tax payments associated with the
sale of the LNG business. We expect to remit all tax payments associated with this transaction in the first half
of fiscal year 2025.
Air Products | 2024 Annual Report
44
In fiscal year 2023, cash provided by operating activities was $3,205.7. Business and asset actions of $244.6
included noncash charges to write off assets related to our exit from certain projects previously under
construction as well as an expense for severance and other benefits. Refer to Note 5, Business and Asset
Actions, to the consolidated financial statements for additional information. The impacts associated with our
operating leases are reflected within "Other adjustments," which included a lump-sum payment of $209 for a
land lease associated with the NGHC joint venture. Working capital accounts resulted in a net use of cash of
$424.8. The use of cash of $213.3 within payables and accrued liabilities primarily resulted from lower prices
for the purchase of natural gas, a decrease in value of derivatives that hedge intercompany loans, and
payments for incentive compensation under the fiscal year 2022 plan. Inventories resulted in a use of cash of
$129.4 primarily due to additional packaged gases inventory, including helium. The use of cash of $119.0
within other working capital was primarily driven by the timing of income tax payments. The source of cash of
$130.7 from trade receivables was primarily attributable to collection of higher natural gas costs contractually
passed through to on-site customers.
Cash Flows From Investing Activities
Fiscal Year Ended 30 September
2024
2023
Additions to plant and equipment, including long-term deposits
($6,796.7) ($4,626.4)
Investment in and advances to unconsolidated affiliates
—
(912.0)
Investment in financing receivables
(403.0)
(665.1)
Proceeds from sale of assets and investments
1,878.8
25.4
Purchases of investments
(141.4)
(640.1)
Proceeds from investments
470.7
897.0
Other investing activities
72.4
4.8
Cash Used for Investing Activities
($4,919.2) ($5,916.4)
In fiscal year 2024, cash used for investing activities was $4,919.2. The use of cash primarily resulted from
capital expenditures of $6,796.7 for additions to plant and equipment, including long-term deposits, and
investments in financing receivables of $403.0. Refer to the Capital Expenditures section below for further
detail. Proceeds from sale of assets and investments of $1,878.8 primarily related to the sale of the LNG
business. Refer to Note 4, Gain on Sale of Business, to the consolidated financial statements for additional
information. Maturities of time deposits provided cash of $470.7, which exceeded purchases of time deposits
of $141.4.
In fiscal year 2023, cash used for investing activities was $5,916.4. The use of cash primarily resulted from
capital expenditures of $4,626.4 for additions to plant and equipment, including long-term deposits,
investments in and advances to unconsolidated affiliates of $912.0, and investments in financing receivables
of $665.1. Refer to the "Capital Expenditures" section below for further detail. Maturities of time deposits and
short-term treasury securities provided cash of $897.0, which exceeded purchases of investments of $640.1.
Capital Expenditures
The components of our capital expenditures are detailed in the table below. Refer to page 42 for a definition
of this non-GAAP measure as well as a reconciliation to cash used for investing activities.
Fiscal Year Ended 30 September
2024
2023
Additions to plant and equipment, including long-term deposits
$6,796.7
$4,626.4
Investment in and advances to unconsolidated affiliates
(A)
—
912.0
Investment in financing receivables
403.0
665.1
NGHC expenditures not funded by Air Products' equity
(B)
(2,047.7)
(979.1)
Capital Expenditures
$5,152.0
$5,224.4
(A) Includes contributions from noncontrolling partners in consolidated subsidiaries as discussed below.
(B) Reflects the portion of "Additions to plant and equipment, including long-term deposits" that is associated with NGHC,
less our approximate cash investment in the joint venture.
45
Capital expenditures in fiscal year 2024 totaled $5,152.0 compared to $5,224.4 in fiscal year 2023. Spending
for plant and equipment primarily included project spending for our clean energy projects such as the NEOM
Green Hydrogen Project in NEOM City, Saudi Arabia, as well as our clean energy complexes in Louisiana,
United States, and Alberta, Canada. Additionally, we continued to invest capital in our core industrial gas
business for new industrial gas plants as well as maintaining and replacing existing facilities. We did not
recognize any investments in and advances to unconsolidated affiliates during fiscal year 2024; however, we
expect to complete our remaining investment of approximately $115 associated with our investment in JIGPC
in fiscal year 2025. Refer to Note 10, Equity Affiliates, to the consolidated financial statements for additional
information. The investment in financing receivables of $403.0 primarily reflects payments associated with the
purchase of renewable fuel assets from World Energy as well as remaining payments on the purchase of a
natural gas-to-syngas processing facility in Uzbekistan. Refer to Note 3, Variable Interest Entities and to Note 6,
Acquisition, to the consolidated financial statements for additional information.
Outlook for Investing Activities
It is not possible, without unreasonable efforts, to reconcile our forecasted capital expenditures to future cash
used for investing activities because we are unable to identify the timing or occurrence of our future
investment activity, which is driven by our assessment of competing opportunities at the time we enter into
transactions. These decisions, either individually or in the aggregate, could have a significant effect on our
cash used for investing activities.
We expect capital expenditures for fiscal year 2025 to be approximately $4.5 billion to $5.0 billion, which is
driven by additional spending for our clean energy projects that are currently under construction as well as
ongoing maintenance capital spending in our core industrial gases business. We anticipate capital
expenditures to be funded with our current cash balance, cash generated from continuing operations, and
additional financing activities.
Cash Flows From Financing Activities
Fiscal Year Ended 30 September
2024
2023
Long-term debt proceeds
$4,678.3 $3,516.2
Payments on long-term debt
(486.2)
(615.4)
Net (decrease) increase in commercial paper and short-term borrowings
(289.9)
268.2
Dividends paid to shareholders
(1,564.9) (1,496.6)
Proceeds from stock option exercises
7.9
24.0
Investments by noncontrolling interests
428.5
234.9
Distributions to noncontrolling interests
(25.8)
(115.9)
Other financing activities
(132.5)
(205.8)
Cash Provided by Financing Activities
$2,615.4 $1,609.6
In fiscal year 2024, cash provided by financing activities was $2,615.4. The source of cash was primarily driven
by long-term debt proceeds of $4,678.3 as well as an increase in investments by noncontrolling interests of
$428.5. Sources were partially offset by dividend payments to shareholders of $1,564.9, payments on long-
term debt of $486.2 and net decreases in commercial paper and short-term borrowings of $289.9.
Long-term debt proceeds included $2.5 billion from green senior notes issued during the second quarter in
U.S. Dollar-denominated fixed-rate note offerings. Consistent with our Green Finance Framework, we have
allocated the net proceeds to finance or refinance, in whole or in part, existing or future projects that are
expected to have environmental benefits, including those related to pollution prevention and control,
renewable energy generation and procurement, and sustainable aviation fuel. Additionally, as further
discussed below, the NGHC joint venture borrowed approximately $2.0 billion. These proceeds were partially
offset by financing fees of approximately $112.0, which are reflected within "Other financing activities". Refer
to the Credit Facilities section below as well as Note 17, Debt, to the consolidated financial statements for
additional information.
In fiscal year 2023, cash provided by financing activities was $1,609.6. The source of cash was primarily
attributable to long-term debt proceeds of $3,516.2 as well as an increase in commercial paper and short-
term borrowings of $268.2. These cash inflows were partially offset by dividend payments to shareholders of
$1,496.6 and payments on long-term debt of $615.4.
Air Products | 2024 Annual Report
46
Financing and Capital Structure
Total debt increased from $10,305.8 as of 30 September 2023 to $14,227.9 as of 30 September 2024, primarily
due to the issuance of green U.S. Dollar-denominated fixed-rate notes as well as additional borrowings from
the non-recourse project financing available to the NGHC joint venture for construction of the NEOM Green
Hydrogen project. Total debt includes related party debt of $304.4 and $328.3 as of 30 September 2024 and
30 September 2023, respectively.
Various debt agreements to which we are a party include financial covenants and other restrictions, including
restrictions pertaining to the ability to create property liens and enter into certain sale and leaseback
transactions. As of 30 September 2024, we were in compliance with all of the financial and other covenants
under our debt agreements.
2024 Credit Agreements
In March 2024, we entered into a five-year $3.0 billion revolving credit agreement maturing 31 March 2029
(the “2024 Five-Year Credit Agreement”) as well as a 364-day $500.0 revolving credit agreement maturing 27
March 2025 that we have the ability to convert into a term loan maturing 27 March 2026 (the “2024 364-Day
Credit Agreement” and, together with the 2024 Five-Year Credit Agreement, the “2024 Credit Agreements”).
Both of the 2024 Credit Agreements are syndicated facilities that provide a source of liquidity and support our
commercial paper program through availability of senior unsecured debt to us and certain of our subsidiaries.
The 2024 Five-Year Credit Agreement replaced our previous $2.75 billion revolving credit agreement (the
“2021 Credit Agreement”), which was terminated upon execution of the 2024 Five-Year Credit Agreement. No
borrowings were outstanding under the 2021 Credit Agreement at the time of its termination, and no early
termination penalties were incurred. No borrowings were outstanding under either of the 2024 Credit
Agreements as of 30 September 2024.
Foreign Credit Facilities
We also have credit facilities available to certain of our foreign subsidiaries totaling $1,223.9, of which $1,129.0
was borrowed and outstanding as of 30 September 2024. The amount borrowed and outstanding as of 30
September 2023 was $1,041.4.
NEOM Green Hydrogen Project Financing
In May 2023, NGHC secured non-recourse project financing of approximately $6.1 billion, which is expected to
fund approximately 73% of the NEOM Green Hydrogen Project and will be drawn over the construction
period. At the same time, NGHC secured additional non-recourse credit facilities totaling approximately $500
primarily for working capital needs. As of 30 September 2024 and 2023, the joint venture had drawn principal
amounts of approximately $3.3 billion and $1.4 billion, respectively, from the available financing. Refer to Note
3, Variable Interest Entities, to the consolidated financial statements for additional information.
Dividends
The Board of Directors determines whether to declare cash dividends on our common stock and the timing
and amount based on financial condition and other factors it deems relevant. In fiscal year 2024, the Board of
Directors increased the quarterly dividend to $1.77 per share, representing a 1% increase, or $0.02 per share,
from the previous dividend of $1.75 per share. We expect to continue increasing our quarterly dividend as we
have done for the last 42 consecutive years.
Dividends are paid quarterly, usually during the sixth week after the close of the fiscal quarter. On 18 July
2024, the Board of Directors declared a quarterly dividend of $1.77 per share that was payable on 12
November 2024 to shareholders of record at the close of business on 1 October 2024. On 21 November 2024,
the Board of Directors declared a quarterly dividend of $1.77 per share that is payable on 10 February 2025 to
shareholders of record at the close of business on 2 January 2025.
Discontinued Operations
In fiscal year 2023, cash provided by operating activities of discontinued operations was $0.6.
47
PENSION BENEFITS
We and certain of our subsidiaries sponsor defined benefit pension plans and defined contribution plans that
cover a substantial portion of our worldwide employees. The principal defined benefit pension plans are the
U.S. salaried pension plan and the U.K. pension plan. These plans were closed to new participants in 2005,
after which defined contribution plans were offered to new employees. The shift to defined contribution plans
is expected to continue to reduce volatility of both plan expense and contributions. For additional information,
refer to Note 18, Retirement Benefits, to the consolidated financial statements.
Net Periodic Cost
The table below summarizes the components of net periodic cost for our U.S. and international defined
benefit pension plans for the fiscal years ended 30 September:
2024
2023
Service cost
$20.9
$23.2
Non-service related costs
102.0
86.8
Other
0.9
0.9
Net Periodic Cost
$123.8
$110.9
Net periodic cost was $123.8 and $110.9 in fiscal years 2024 and 2023, respectively. The increased costs from
the prior year were primarily attributable to non-service related costs, which were driven by lower expected
returns on plan assets due to a smaller beginning of fiscal year balance of plan assets and higher interest cost,
partially offset by a decrease in actuarial loss amortization. The net impact of non-service related items are
reflected within "Other non-operating income (expense), net" on our consolidated income statements.
Service costs result from benefits earned by active employees and are reflected as operating expenses
primarily within "Cost of sales" and "Selling and administrative expense" on our consolidated income
statements. The amount of service costs capitalized in fiscal years 2024 and 2023 was not material.
The table below summarizes the assumptions used in the calculation of net periodic cost for the fiscal years
ended 30 September:
2024
2023
Weighted average discount rate – Service cost
5.6%
5.1%
Weighted average discount rate – Interest cost
5.7%
5.3%
Weighted average expected rate of return on plan assets
5.3%
5.3%
Weighted average expected rate of compensation increase
3.5%
3.5%
2025 Outlook
In fiscal year 2025, we expect to recognize pension expense of approximately $60 to $70 primarily driven by
approximately $40 to $50 of non-service related costs, including higher expected return on plan assets due to
a higher beginning balance of plan assets, lower interest cost, and a decrease in actuarial loss amortization.
In fiscal year 2024, we recognized net actuarial gains of $44.6 in other comprehensive income. Actuarial gains
and losses are amortized into pension expense over prospective periods to the extent they are not offset by
future gains or losses. Future changes in the discount rate and actual returns on plan assets could impact the
actuarial gain or loss and resulting amortization in years beyond fiscal year 2025.
Air Products | 2024 Annual Report
48
Pension Funding
Funded Status
The projected benefit obligation represents the actuarial present value of benefits attributable to employee
service rendered to date, including the effects of estimated future salary increases. The plan funded status is
calculated as the difference between the projected benefit obligation and the fair value of plan assets at the
end of the period.
The table below summarizes the projected benefit obligation, the fair value of plan assets, and the funded
status for our U.S. and international plans as of 30 September:
2024
2023
Projected benefit obligation
$3,951.8
$3,511.2
Fair value of plan assets at end of year
3,907.5
3,433.0
Plan Funded Status
($44.3)
($78.2)
The net unfunded liability of $44.3 as of 30 September 2024 decreased $33.9 from $78.2 as of 30 September
2023, as actual return on plan assets was greater than increases to the projected benefit obligation from
actuarial losses due to lower discount rates as well as the interest cost component of the net periodic pension
cost.
Company Contributions
Pension funding includes both contributions to funded plans and benefit payments for unfunded plans, which
are primarily non-qualified plans. With respect to funded plans, our funding policy is that contributions,
combined with appreciation and earnings, will be sufficient to pay benefits without creating unnecessary
surpluses.
In addition, we make contributions to satisfy all legal funding requirements while managing our capacity to
benefit from tax deductions attributable to plan contributions. With the assistance of third-party actuaries, we
analyze the liabilities and demographics of each plan, which help guide the level of contributions. During fiscal
years 2024 and 2023, our cash contributions to funded pension plans and benefit payments for unfunded
pension plans were $34.7 and $32.6, respectively.
For fiscal year 2025, cash contributions to defined benefit plans are estimated to be $30 to $40. The estimate
is based on expected contributions to certain international plans and anticipated benefit payments for
unfunded plans, which are dependent upon the timing of retirements. Actual future contributions will depend
on future funding legislation, discount rates, investment performance, plan design, and various other factors.
49
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Refer to Note 1, Basis of Presentation and Major Accounting Policies, and Note 2, New Accounting Guidance, to the
consolidated financial statements for a description of our major accounting policies and information
concerning implementation and impact of new accounting guidance.
The accounting policies discussed below are those policies that we consider to be the most critical to
understanding our financial statements because they require management's most difficult, subjective, or
complex judgments, often as the result of the need to make estimates about the effects of matters that are
inherently uncertain. These estimates reflect our best judgment about current and/or future economic and
market conditions and their effect based on information available as of the date of our consolidated financial
statements. If conditions change, actual results may differ materially from these estimates. Our management
has reviewed these critical accounting policies and estimates and related disclosures with the Audit and
Finance Committee of our Board of Directors.
Depreciable Lives of Plant and Equipment
Plant and equipment, net as of 30 September 2024 totaled $23,370.9, and depreciation expense totaled
$1,419.6 during fiscal year 2024. Plant and equipment is recorded at cost and depreciated using the straight-
line method, which deducts equal amounts of the cost of each asset from earnings every year over its
estimated economic useful life. Economic useful life is the duration of time an asset is expected to be
productively employed by us, which may be less than its physical life. Assumptions on the following factors,
among others, affect the determination of estimated economic useful life: wear and tear, obsolescence,
technical standards, contract life, market demand, competitive position, raw material availability, and
geographic location.
The estimated economic useful life of an asset is monitored to determine its appropriateness, especially when
business circumstances change. For example, changes in technology, changes in the estimated future demand
for products, excessive wear and tear, or unanticipated government actions may result in a shorter estimated
useful life than originally anticipated. In these cases, we would depreciate the remaining net book value over
the new estimated remaining life, thereby increasing depreciation expense per year on a prospective basis.
Likewise, if the estimated useful life is increased, the adjustment to the useful life decreases depreciation
expense per year on a prospective basis.
Our regional industrial gas segments have numerous long-term customer supply contracts for which we
construct an on-site plant on or near the customer’s facility. These contracts typically have initial contract
terms of 10 to 20 years. Depreciable lives of the production assets related to long-term supply contracts are
generally matched to the contract lives. Extensions to the contract term of supply frequently occur prior to the
expiration of the initial term. As contract terms are extended, the depreciable life of the associated production
assets is adjusted to match the new contract term, as long as it does not exceed the remaining physical life of
the asset.
Our regional industrial gas segments also have contracts for liquid or gaseous bulk supply and, for smaller
customers, packaged gases. The depreciable lives of production facilities associated with these contracts are
generally 15 years. These depreciable lives have been determined based on historical experience combined
with judgment on future assumptions such as technological advances, potential obsolescence, and
competitors’ actions.
In addition, we may purchase assets through transactions accounted for as either an asset acquisition or a
business combination. Depreciable lives are assigned to acquired assets based on the age and condition of
the assets, the remaining duration of long-term supply contracts served by the assets, and our historical
experience with similar assets. Management monitors its assumptions and may potentially need to adjust
depreciable life as circumstances change.
Air Products | 2024 Annual Report
50
Impairment of Assets
There were no triggering events in fiscal year 2024 that would require impairment testing for any of our asset
groups, reporting units that contain goodwill, or indefinite-lived intangibles assets. We completed our annual
impairment tests for goodwill and other indefinite-lived intangible assets and concluded there were no
indications of impairment. Refer to the “Impairment of Assets” subsections below for additional detail.
Impairment of Assets: Plant and Equipment
Plant and equipment meeting the held for sale criteria are reported at the lower of carrying amount or fair
value less cost to sell. Plant and equipment to be disposed of other than by sale may be reviewed for
impairment upon the occurrence of certain triggering events, such as unexpected contract terminations or
unexpected foreign government-imposed restrictions or expropriations. Plant and equipment held for use is
grouped for impairment testing at the lowest level for which there is identifiable cash flows. Impairment
testing of the asset group occurs whenever events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable. Such circumstances may include:
•
a significant decrease in the market value of a long-lived asset grouping;
•
a significant adverse change in the manner in which the asset grouping is being used or in its physical
condition;
•
an accumulation of costs significantly in excess of the amount originally expected for the acquisition or
construction of the long-lived asset;
•
a reduction in revenues that is other than temporary;
•
a history of operating or cash flow losses associated with the use of the asset grouping; or
•
changes in the expected useful life of the long-lived assets.
If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the
asset group is compared to the carrying value to determine whether impairment exists. If an asset group is
determined to be impaired, the loss is measured based on the difference between the asset group’s fair value
and its carrying value. An estimate of the asset group’s fair value is based on the discounted value of its
estimated cash flows.
The assumptions underlying the undiscounted future cash flow projections require significant management
judgment. Factors that management must estimate include but are not limited to industry and market
conditions, sales volume and prices, costs to produce, and inflation. The assumptions underlying the cash flow
projections represent management’s best estimates at the time of the impairment review and could include
probability weighting of cash flow projections associated with multiple potential future scenarios. Changes in
key assumptions or actual conditions that differ from estimates could result in an impairment charge. We use
reasonable and supportable assumptions when performing impairment reviews and cannot predict the
occurrence of future events and circumstances that could result in impairment charges.
In fiscal year 2024, there was no need to test for impairment on any of our asset groupings as no events or
changes in circumstances indicated that the carrying amount of our asset groupings may not be recoverable.
Impairment of Assets: Goodwill
The acquisition method of accounting for business combinations requires us to make use of estimates and
judgments to allocate the purchase price paid for acquisitions to the fair value of the net tangible and
identifiable intangible assets. Goodwill represents the excess of the aggregate purchase price, plus the fair
value of any noncontrolling interest and previously held equity interest in the acquiree, over the fair value of
identifiable net assets of an acquired entity. Goodwill, net was $905.1 as of 30 September 2024. Disclosures
related to goodwill are included in Note 12, Goodwill, to the consolidated financial statements.
We review goodwill for impairment annually in the fourth quarter of the fiscal year and whenever events or
changes in circumstances indicate that the carrying value of goodwill might not be recoverable. The tests are
done at the reporting unit level, which is defined as being equal to or one level below the operating segment
for which discrete financial information is available and whose operating results are reviewed by segment
managers regularly. At the time of our fiscal year 2024 testing, we had five reportable business segments,
seven operating segments and 11 reporting units, eight of which included a goodwill balance. Refer to Note
26, Business Segment and Geographic Information, for additional information. Reporting units are primarily
based on products and subregions within each reportable segment. The majority of our goodwill is assigned
to reporting units within our regional industrial gases segments.
51
As part of annual goodwill impairment testing, we have the option to first assess qualitative factors to
determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying
value. Our evaluation of qualitative factors includes an assessment of relevant facts, events, and
circumstances of a reporting unit including but not limited to: business performance, strategy, and outlook;
macroeconomic conditions; local market dynamics; cost management; and significant changes in key
personnel, customers, operating assets, or product mix. We perform a quantitative test when qualitative
factors alone are not sufficient to conclude whether it is more likely than not that the fair value of the
reporting unit is less than its carrying value. If we perform a quantitative test, an impairment loss will only be
recognized for the amount by which the carrying value of the reporting unit exceeds its fair value, not to
exceed the total amount of goodwill allocated to that reporting unit.
In the fourth quarter of fiscal year 2024, we conducted our annual assessment and concluded that it was
more likely than not that the fair value of each reporting unit was greater than its carrying value.
Impairment of Assets: Intangible Assets
Disclosures related to intangible assets other than goodwill are included in Note 13, Intangible Assets, to the
consolidated financial statements.
Intangible assets, net with determinable lives as of 30 September 2024 totaled $275.3 and consisted primarily
of customer relationships, purchased patents and technology, and land use rights. These intangible assets are
tested for impairment as part of the long-lived asset grouping impairment tests. Impairment testing of the
asset group occurs whenever events or changes in circumstances indicate that the carrying value of the assets
may not be recoverable. See the impairment discussion above under "Impairment of Assets – Plant and
Equipment" for a description of how impairment losses are determined.
Indefinite-lived intangible assets as of 30 September 2024 totaled $36.3 and consisted of trade names and
trademarks. Indefinite-lived intangibles are subject to impairment testing at least annually or more frequently
if events or changes in circumstances indicate that potential impairment exists. As part of annual indefinite-
lived intangible asset impairment testing, we have the option to first assess qualitative factors to determine
whether it is more likely than not that the fair value of the intangible asset is less than its carrying value. Our
evaluation of qualitative factors includes an assessment of relevant facts, events, and circumstances including
but not limited to: business performance, strategy and outlook; macroeconomic conditions; local market
dynamics; cost management; and significant changes in key personnel, customers, operating assets, or
product mix. We perform a quantitative test when qualitative factors alone are not sufficient to conclude
whether it is more likely than not that the fair value of the intangible asset is less than its carrying value. If we
perform a quantitative test, an impairment loss will only be recognized for the amount by which the carrying
value of the indefinite-lived intangible asset exceeds its fair value, not to exceed the total carrying value of the
asset.
In the fourth quarter of fiscal year 2024, we conducted our annual assessment and concluded that it was
more likely than not that the fair value of each asset was greater than its carrying value.
Impairment of Assets: Equity Method Investments
Investments in and advances to equity affiliates totaled $4,792.5 as of 30 September 2024. The majority of our
equity method investments are ventures with other industrial gas companies. Summarized financial
information of our equity affiliates is included in Note 10, Equity Affiliates, to the consolidated financial
statements.
We review our equity method investments for impairment whenever events or changes in circumstances
indicate that the carrying amount of the investment may not be recoverable. An impairment loss is recognized
in the event that an other-than-temporary decline in fair value below the carrying value of an investment
occurs. We estimate the fair value of our investments under the income approach, which considers the
estimated discounted future cash flows expected to be generated by the investee, and/or the market
approach, which considers market multiples of revenue and earnings derived from comparable publicly-
traded industrial gas companies. Changes in key assumptions about the financial condition of an investee or
actual conditions that differ from estimates could result in an impairment charge.
In fiscal year 2024, there was no need to test any of our equity method investments for impairment as no
events or changes in circumstances indicated that the carrying amount of the investments may not be
recoverable.
Air Products | 2024 Annual Report
52
Revenue Recognition: Cost Incurred Input Method
Revenue from sale of equipment contracts is generally recognized over time as we have an enforceable right
to payment for performance completed to date and our performance under the contract terms does not
create an asset with alternative use. We use a cost incurred input method to recognize revenue by which costs
incurred to date relative to total estimated costs at completion are used to measure progress toward
satisfying performance obligations. Costs incurred include material, labor, and overhead costs and represent
work contributing and proportionate to the transfer of control to the customer.
Accounting for contracts using the cost incurred input method requires management judgment relative to
assessing risks and their impact on the estimates of revenues and costs. Our estimates are impacted by
factors such as the potential for incentives or penalties on performance, schedule delays, technical issues,
cost inflation, labor productivity, the complexity of work performed, the availability of materials, and
performance of subcontractors. When adjustments in estimated total contract revenues or estimated total
costs are required, any changes in the estimated profit from prior estimates are recognized in the current
period for the inception-to-date effect of such change. When estimates of total costs to be incurred on a
contract exceed estimates of total revenues to be earned, a provision for the entire estimated loss on the
contract is recorded in the period in which the loss is determined.
In addition to the typical risks associated with underlying performance of engineering, project procurement,
and construction activities, our sale of equipment projects within our Corporate and other segment require
monitoring of risks associated with schedule, geography, and other aspects of the contract and their effects
on our estimates of total revenues and total costs to complete the contract.
Changes in estimates on projects accounted for under the cost incurred input method unfavorably impacted
operating income by approximately $175 in fiscal year 2024 and $115 in fiscal year 2023.
We assess the performance of our sale of equipment projects as they progress. Our earnings could be
positively or negatively impacted by changes to our contractual revenues and cost forecasts on these projects.
Revenue Recognition: On-site Customer Contracts
For customers who require large volumes of gases on a long-term basis, we produce and supply gases under
long-term contracts from large facilities that we build, own, and operate on or near the customer’s facilities.
Certain of these on-site contracts contain complex terms and provisions regarding tolling arrangements,
minimum payment requirements, variable components, pricing provisions, and amendments, which require
significant judgment to determine the amount and timing of revenue recognition.
Income Taxes
We account for income taxes under the asset and liability method. Under this method, deferred tax assets
and liabilities are recognized for the tax effects of temporary differences between the financial reporting and
tax basis of assets and liabilities measured using enacted tax rates in effect for the year in which the
differences are expected to be recovered or settled. As of 30 September 2024, accrued income taxes,
including the amount recorded as noncurrent, were $619.3, and our net deferred income tax liability was
$1,032.1. Tax liabilities related to uncertain tax positions as of 30 September 2024 were $101.0, excluding
interest and penalties. Income tax expense for the fiscal year ended 30 September 2024 was $944.9.
Management judgment is required concerning the ultimate outcome of tax contingencies and the realization
of deferred tax assets.
Actual income taxes paid may vary from estimates, depending upon changes in income tax laws, actual results
of operations, and the final audit of tax returns by taxing authorities. Tax assessments may arise several years
after tax returns have been filed. We believe that our recorded tax liabilities adequately provide for these
assessments.
53
Deferred tax assets are recorded for operating losses and tax credit carryforwards. However, when we do not
expect sufficient sources of future taxable income to realize the benefit of the operating losses or tax credit
carryforwards, these deferred tax assets are reduced by a valuation allowance. A valuation allowance is
recognized if, based on the weight of available evidence, it is considered more likely than not that some
portion or all of the deferred tax asset will not be realized. The factors used to assess the likelihood of
realization include forecasted future taxable income and available tax planning strategies that could be
implemented to realize or renew net deferred tax assets in order to avoid the potential loss of future tax
benefits. The effect of a change in the valuation allowance is reported in income tax expense.
A 1% increase or decrease in our effective tax rate may result in a decrease or increase to net income,
respectively, of approximately $48.
Disclosures related to income taxes are included in Note 24, Income Taxes, to the consolidated financial
statements.
Pension and Other Postretirement Benefits
The amounts recognized in the consolidated financial statements for pension and other postretirement
benefits are determined on an actuarial basis utilizing numerous assumptions. The discussion that follows
provides information on the significant assumptions, expense, and obligations associated with the defined
benefit plans.
Actuarial models are used in calculating the expense and liability related to the various defined benefit plans.
These models have an underlying assumption that the employees render service over their service lives on a
relatively consistent basis; therefore, the expense of benefits earned should follow a similar pattern.
Several assumptions and statistical variables are used in the models to calculate the expense and liability
related to the plans. We determine assumptions about the discount rate, the expected rate of return on plan
assets, and the rate of compensation increase. Note 18, Retirement Benefits, to the consolidated financial
statements includes disclosure of these rates on a weighted-average basis for both the U.S. and international
plans. The actuarial models also use assumptions about demographic factors such as retirement age,
mortality, and turnover rates. Mortality rates are based on the most recent U.S. and international mortality
tables. We believe the actuarial assumptions are reasonable. However, actual results could vary materially
from these actuarial assumptions due to economic events and differences in rates of retirement, mortality,
and turnover.
One of the assumptions used in the actuarial models is the discount rate used to measure benefit obligations.
This rate reflects the prevailing market rate for high-quality, fixed-income debt instruments with maturities
corresponding to the expected timing of benefit payments as of the annual measurement date for each of the
various plans. We measure the service cost and interest cost components of pension expense by applying
spot rates along the yield curve to the relevant projected cash flows. The rates along the yield curve are used
to discount the future cash flows of benefit obligations back to the measurement date. These rates change
from year to year based on market conditions that affect corporate bond yields. A higher discount rate
decreases the present value of the benefit obligations and results in lower pension expense. With respect to
impacts on pension benefit obligations, a 50 bp increase or decrease in the discount rate may result in a
decrease or increase, respectively, to pension expense of approximately $13 per year.
The expected rate of return on plan assets represents an estimate of the long-term average rate of return to
be earned by plan assets reflecting current asset allocations. In determining estimated asset class returns, we
take into account historical and future expected long-term returns and the value of active management, as
well as the interest rate environment. Asset allocation is determined based on long-term return, volatility and
correlation characteristics of the asset classes, the profiles of the plans’ liabilities, and acceptable levels of risk.
Lower returns on the plan assets result in higher pension expense. A 50 bp increase or decrease in the
estimated rate of return on plan assets may result in a decrease or increase, respectively, to pension expense
of approximately $16 per year.
We use a market-related valuation method for recognizing certain investment gains or losses for our
significant pension plans. Investment gains or losses are the difference between the expected return and
actual return on plan assets. The expected return on plan assets is determined based on a market-related
value of plan assets. This is a calculated value that recognizes investment gains and losses on equities over a
five-year period from the year in which they occur and reduces year-to-year volatility. The market-related
value for non-equity investments equals the actual fair value. Expense in future periods will be impacted as
gains or losses are recognized in the market-related value of assets.
Air Products | 2024 Annual Report
54
The expected rate of compensation increase is another key assumption. We determine this rate based on
review of the underlying long-term salary increase trend characteristic of labor markets and historical
experience, as well as comparison to peer companies. A 50 bp increase or decrease in the expected rate of
compensation may result in an increase or decrease to pension expense, respectively, of approximately $4
per year.
Loss Contingencies
In the normal course of business, we encounter contingencies, or situations involving varying degrees of
uncertainty as to the outcome and effect on our company. We accrue a liability for loss contingencies when it
is considered probable that a liability has been incurred and the amount of loss can be reasonably estimated.
When only a range of possible loss can be established, the most probable amount in the range is accrued. If
no amount within this range is a better estimate than any other amount within the range, the minimum
amount in the range is accrued.
Contingencies include those associated with litigation and environmental matters, for which our accounting
policy is discussed in Note 1, Basis of Presentation and Major Accounting Policies, to the consolidated financial
statements, and details are provided in Note 19, Commitments and Contingencies, to the consolidated financial
statements. Significant judgment is required to determine both the probability and whether the amount of
loss associated with a contingency can be reasonably estimated. These determinations are made based on
the best available information at the time. As additional information becomes available, we reassess
probability and estimates of loss contingencies. Revisions to the estimates associated with loss contingencies
could have a significant impact on our results of operations in the period in which an accrual for loss
contingencies is recorded or adjusted. For example, due to the inherent uncertainties related to
environmental exposures, a significant increase to environmental liabilities could occur if a new site is
designated, the scope of remediation is increased, a different remediation alternative is identified, or our
proportionate share of the liability increases. Similarly, a future charge for regulatory fines or damage awards
associated with litigation could have a significant impact on our net income in the period in which it is
recorded.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our earnings, cash flows, and financial position are exposed to market risks arising from fluctuations in
interest rates and foreign currency exchange rates. It is our policy to minimize our cash flow exposure to
adverse changes in currency exchange rates and to manage the financial risks inherent in funding with debt
capital.
We address these financial exposures through a controlled program of risk management that includes the use
of derivative financial instruments. We have established counterparty credit guidelines and generally enter
into transactions with financial institutions of investment grade or better, thereby minimizing the risk of credit
loss. All instruments are entered into for other than trading purposes. 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 15, Financial Instruments, to the consolidated financial statements.
Additionally, we mitigate adverse energy price impacts through our cost pass-through contracts with
customers and price increases.
Our derivative and other financial instruments consist of long-term debt, including the current portion and
amounts owed to related parties; interest rate swaps; cross currency interest rate swaps; and foreign
exchange-forward contracts. The net market value of these financial instruments combined is referred to
below as the "net financial instrument position" and is disclosed in Note 16, Fair Value Measurements, to the
consolidated financial statements. Our net financial instrument position increased from a liability of $8,990.8
at 30 September 2023 to a liability of $13,855.3 at 30 September 2024. 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.
The analysis below presents the sensitivity of the market value of our financial instruments to selected
changes in market rates and prices. Market values are the present values of projected future cash flows based
on the market rates and prices chosen. The market values for interest rate risk and foreign currency risk are
calculated by us using a third-party software model that utilizes standard pricing models to determine the
present value of the instruments based on market conditions as of the valuation date, such as interest rates,
spot and forward exchange rates, and implied volatility.
55
Interest Rate Risk
Our debt portfolio as of 30 September 2024, including the effect of currency and interest rate swap
agreements, was composed of 87% fixed-rate debt and 13% variable-rate debt. Our debt portfolio as of 30
September 2023, including the effect of currency and interest rate swap agreements, was composed of 80%
fixed-rate debt and 20% variable-rate debt.
The sensitivity analysis related to the interest rate risk on the fixed portion of our debt portfolio assumes an
instantaneous 100 bp parallel move in interest rates from the level at 30 September 2024, with all other
variables held constant. A 100 bp increase in market interest rates would result in a decrease of $1,035 and
$728 in the net liability position of financial instruments at 30 September 2024 and 2023, respectively. A 100
bp decrease in market interest rates would result in an increase of $1,197 and $845 in the net liability position
of financial instruments at 30 September 2024 and 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 $19 and $21 of interest incurred per year at 30
September 2024 and 2023, respectively. A 100 bp decline in interest rates would lower interest incurred by
$19 and $21 per year at 30 September 2024 and 2023, respectively.
Foreign Currency Exchange Rate Risk
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 2024 and 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 $408 and $308 in the net liability position of
financial instruments at 30 September 2024 and 2023, respectively. The increase in sensitivity is primarily due
to additional borrowings under the project financing associated with the NEOM Green Hydrogen Project.
The primary currency pairs for which we have exchange rate exposure are the Euro and U.S. Dollar and
Chinese Renminbi and U.S. Dollar. Foreign currency debt, cross currency interest rate swaps, and foreign
exchange-forward contracts are used in countries where we do business, thereby reducing our net asset
exposure. Foreign exchange-forward contracts and cross currency interest rate swaps are also used to hedge
our firm and highly anticipated foreign currency cash flows. Thus, there is either an asset or liability or cash
flow exposure related to all of the financial instruments in the above sensitivity analysis for which the impact
of a movement in exchange rates would be in the opposite direction and materially equal to the impact on the
instruments in the analysis.
The majority of our sales are denominated in foreign currencies as they are derived outside the United States.
Therefore, financial results will be affected by changes in foreign currency rates. The Chinese Renminbi and
the Euro represent the largest exposures in terms of our foreign earnings. 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 $25, respectively.
Air Products | 2024 Annual Report
56
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Management's Report on Internal Control Over Financial Reporting ...................................................................... 57
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34) .......... 58
Consolidated Income Statements – Fiscal Years Ended 30 September 2024 , 2023, and 2022 .......................... 60
Consolidated Comprehensive Income Statements – Fiscal Years Ended 30 September 2024, 2023, and
2022 ......................................................................................................................................................................................... 61
Consolidated Balance Sheets – 30 September 2024 and 2023 .................................................................................. 62
Consolidated Statements of Cash Flows – Fiscal Years Ended 30 September 2024, 2023, and 2022 ............... 63
Consolidated Statements of Equity – Fiscal Years Ended 30 September 2024, 2023, and 2022 ........................ 64
Notes to Consolidated Financial Statements ................................................................................................................. 65
57
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Air Products’ management is responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control over financial reporting, which is defined in the following sentences, is
a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. generally accepted
accounting principles and includes those policies and procedures that:
(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with U.S. generally accepted accounting principles, and that receipts
and expenditures of the Company are being made only in accordance with authorizations of
management and directors of the Company; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on the financial
statements.
Because of inherent limitations, internal control over financial reporting can only provide reasonable
assurance and may not prevent or detect misstatements. Further, because of changes in conditions, the
effectiveness of our internal control over financial reporting may vary over time. Our processes contain self-
monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.
Management has evaluated the effectiveness of its internal control over financial reporting based on criteria
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that, as
of 30 September 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 2024 as stated in its report which
appears herein.
/s/ Seifi Ghasemi
/s/ Melissa N. Schaeffer
Seifi Ghasemi
Melissa N. Schaeffer
Chairman, President, and
Executive Vice President and
Chief Executive Officer
Chief Financial Officer
21 November 2024
21 November 2024
Air Products | 2024 Annual Report
58
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Air Products and Chemicals, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Air Products and Chemicals, Inc. and
subsidiaries (the "Company") as of September 30, 2024 and 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, 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, 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, 2024 and 2023, and the results of its operations and its cash
flows for each of the three years in the period ended September 30, 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, 2024, based on
criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s
internal control over financial reporting based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud, and whether effective internal control over financial
reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures to
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
59
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1)
relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in
any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Revenue Recognition – On-site Customer Contracts – Refer to Notes 1 and 7 to the Financial
Statements
Critical Audit Matter Description
On-site industrial gas customer contracts involve large capital investments to serve customers who require
large volumes of gases and have relatively constant demand. The Company builds, owns and operates
facilities on or near the customer’s facilities to produce and supply the customer with gases under a long-term
arrangement. Typically, these contracts have 15- to 20-year terms and contain fixed monthly charges and/or
minimum purchase requirements. Revenue associated with these contracts is generally recognized over time
during the period in which the Company delivers or makes available the agreed upon quantity of gases. 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 arrangement. These arrangements may require greater judgment in determining when
contractual requirements have been met, impacting the timing and amount of revenue to be recorded.
We identified revenue recognition for certain on-site industrial gas customer contracts with complex terms
and provisions as a critical audit matter because of the judgments necessary for management to evaluate
these contract terms, including amendments, in order to determine the amount of revenue to be recognized.
This required a high degree of auditor judgment when performing procedures to audit management’s
determination of the amount and timing of revenue recognition and evaluating the results of those
procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to revenue recognition for certain on-site industrial gas customer contracts with
complex terms and provisions included the following procedures, among others:
•
We tested the effectiveness of the Company’s controls related to the amount and timing of revenue
recognition, including controls over the evaluation of complex terms and provisions in certain on-site
industrial gas customer contracts.
•
We evaluated the terms included within original customer contracts and related amendments to
assess the accounting for provisions such as minimum payment requirements, pricing provisions,
settlement terms, and variable components that require management to apply judgment in
determining revenue recognition associated with the contract.
•
We evaluated customer transactions and agreed the amount of revenue recognized to underlying
contracts, customer invoices, and cash receipts.
•
We inquired of personnel who oversee operations, customer relations, and revenue recognition as to
the presence of contract amendments, and interpretation of contract terms.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
November 21, 2024
We have served as the Company's auditor since 2018.
Air Products | 2024 Annual Report
60
Air Products and Chemicals, Inc. and Subsidiaries
CONSOLIDATED INCOME STATEMENTS
For the Fiscal Years Ended 30 September
(Millions of U.S. Dollars, except for share and per share data)
2024
2023
2022
Sales
$12,100.6 $12,600.0 $12,698.6
Cost of sales
8,168.7
8,833.0
9,338.5
Selling and administrative expense
942.4
957.0
900.6
Research and development expense
100.2
105.6
102.9
Gain on sale of business
1,575.6
—
—
Business and asset actions
57.0
244.6
73.7
Other income (expense), net
58.2
34.8
55.9
Operating Income
4,466.1
2,494.6
2,338.8
Equity affiliates' income
647.7
604.3
481.5
Interest expense
218.8
177.5
128.0
Other non-operating income (expense), net
(73.8)
(39.0)
62.4
Income From Continuing Operations Before Taxes
4,821.2
2,882.4
2,754.7
Income tax provision
944.9
551.2
500.8
Income From Continuing Operations
3,876.3
2,331.2
2,253.9
(Loss) Income from discontinued operations, net of tax
(13.9)
7.4
12.6
Net Income
3,862.4
2,338.6
2,266.5
Net income attributable to noncontrolling interests of continuing operations
34.2
38.4
10.4
Net Income Attributable to Air Products
$3,828.2 $2,300.2 $2,256.1
Net Income Attributable to Air Products
Net income from continuing operations
$3,842.1 $2,292.8 $2,243.5
Net (loss) income from discontinued operations
(13.9)
7.4
12.6
Net Income Attributable to Air Products
$3,828.2 $2,300.2 $2,256.1
Per Share Data
(A) (U.S. Dollars per share)
Basic EPS from continuing operations
$17.27
$10.31
$10.11
Basic EPS from discontinued operations
(0.06)
0.03
0.06
Basic EPS Attributable to Air Products
$17.21
$10.35
$10.16
Diluted EPS from continuing operations
$17.24
$10.30
$10.08
Diluted EPS from discontinued operations
(0.06)
0.03
0.06
Diluted EPS Attributable to Air Products
$17.18
$10.33
$10.14
Weighted Average Common Shares (in millions)
Basic
222.5
222.3
222.0
Diluted
222.8
222.7
222.5
(A) Earnings per share ("EPS") is calculated independently for each component and may not sum to total EPS due to
rounding.
The accompanying notes are an integral part of these statements.
61
Air Products and Chemicals, Inc. and Subsidiaries
CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS
For the Fiscal Years Ended 30 September
(Millions of U.S. Dollars)
2024
2023
2022
Net Income
$3,862.4 $2,338.6 $2,266.5
Other Comprehensive Income (Loss), net of tax:
Translation adjustments, net of tax of ($33.0), ($32.8), and $71.2
381.5
151.1 (1,230.5)
Net (loss) gain on derivatives, net of tax of $10.7, $48.6, and ($63.9)
(159.5)
369.2
(120.3)
Pension and postretirement benefits, net of tax of $9.6, ($2.9), and ($33.4)
32.0
(8.9)
(112.2)
Reclassification adjustments:
Currency translation adjustment
(1.5)
(0.3)
7.3
Derivatives, net of tax of ($9.7), ($13.6), and $30.3
(33.7)
(43.9)
91.4
Pension and postretirement benefits, net of tax of $18.1, $17.5, and $21.8
55.9
53.8
64.8
Total Other Comprehensive Income (Loss)
274.7
521.0 (1,299.5)
Comprehensive Income
4,137.1 2,859.6
967.0
Net Income Attributable to Noncontrolling Interests
34.2
38.4
10.4
Other Comprehensive (Loss) Income Attributable to Noncontrolling
Interests
(147.0)
184.3
(29.3)
Comprehensive Income Attributable to Air Products
$4,249.9 $2,636.9 $985.9
The accompanying notes are an integral part of these statements.
Air Products | 2024 Annual Report
62
Air Products and Chemicals, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
As of the Fiscal Years Ended 30 September
(Millions of U.S. Dollars, except for share and per share data)
2024
2023
Assets
Current Assets
Cash and cash items
$2,979.7
$1,617.0
Short-term investments
5.0
332.2
Trade receivables, net
1,821.6
1,700.4
Inventories
766.0
651.8
Prepaid expenses
179.9
177.0
Other receivables and current assets
610.8
722.1
Total Current Assets
$6,363.0
$5,200.5
Investment in net assets of and advances to equity affiliates
4,792.5
4,617.8
Plant and equipment, net
23,370.9
17,472.1
Goodwill, net
905.1
861.7
Intangible assets, net
311.6
334.6
Operating lease right-of-use assets, net
1,047.7
974.0
Noncurrent lease receivables
392.1
494.7
Financing receivables
1,220.2
817.2
Other noncurrent assets
1,171.5
1,229.9
Total Noncurrent Assets
$33,211.6
$26,802.0
Total Assets
(A)
$39,574.6
$32,002.5
Liabilities and Equity
Current Liabilities
Payables and accrued liabilities
$2,926.2
$2,890.1
Accrued income taxes
558.5
131.2
Short-term borrowings
83.5
259.5
Current portion of long-term debt
611.4
615.0
Total Current Liabilities
$4,179.6
$3,895.8
Long-term debt
13,428.6
9,280.6
Long-term debt – related party
104.4
150.7
Noncurrent operating lease liabilities
677.9
631.1
Other noncurrent liabilities
1,350.5
1,118.0
Deferred income taxes
1,159.9
1,266.0
Total Noncurrent Liabilities
$16,721.3
$12,446.4
Total Liabilities
(A)
$20,900.9
$16,342.2
Commitments and Contingencies - See Note 19
Air Products Shareholders’ Equity
Common stock (par value $1 per share; issued 2024 and 2023 - 249,455,584 shares)
$249.4
$249.4
Capital in excess of par value
1,253.2
1,190.5
Retained earnings
19,545.7
17,289.7
Accumulated other comprehensive loss
(2,027.7)
(2,449.4)
Treasury stock, at cost (2024 - 27,083,166 shares; 2023 - 27,255,739 shares)
(1,984.1)
(1,967.3)
Total Air Products Shareholders' Equity
$17,036.5
$14,312.9
Noncontrolling Interests
(A)
1,637.2
1,347.4
Total Equity
$18,673.7
$15,660.3
Total Liabilities and Equity
$39,574.6
$32,002.5
(A) Includes balances associated with a consolidated variable interest entity ("VIE"), including amounts reflected in "Total Assets" that can
only be used to settle obligations of the VIE of $4,393.9 and $2,256.8 as of 30 September 2024 and 30 September 2023, respectively, as
well as liabilities of the VIE reflected within "Total Liabilities" for which creditors do not have recourse to the general credit of Air
Products of $3,473.4 and $1,461.1 as of 30 September 2024 and 30 September 2023, respectively. Refer to Note 3, Variable Interest
Entities, for additional information.
The accompanying notes are an integral part of these statements.
63
Air Products and Chemicals, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fiscal Years Ended 30 September
(Millions of U.S. Dollars)
2024
2023
2022
Operating Activities
Net income
$3,862.4
$2,338.6
$2,266.5
Less: Net income attributable to noncontrolling interests of continuing operations
34.2
38.4
10.4
Net income attributable to Air Products
3,828.2
2,300.2
2,256.1
Net loss (income) from discontinued operations
13.9
(7.4)
(12.6)
Net income from continuing operations attributable to Air Products
3,842.1
2,292.8
2,243.5
Adjustments to reconcile income to cash provided by operating activities:
Depreciation and amortization
1,451.1
1,358.3
1,338.2
Deferred income taxes
(69.3)
(24.7)
32.3
Gain on sale of business
(1,575.6)
—
—
Business and asset actions
57.0
244.6
73.7
Undistributed earnings to equity method investments
(206.0)
(261.2)
(214.7)
Gain on sale of assets and investments
(31.4)
(15.8)
(24.1)
Share-based compensation
61.8
59.9
48.4
Noncurrent lease receivables
116.2
79.6
94.0
Other adjustments
183.8
(103.0)
(304.9)
Working capital changes that provided (used) cash, excluding effects of acquisitions:
Trade receivables
(111.0)
130.7
(475.2)
Inventories
(137.8)
(129.4)
(94.3)
Other receivables
34.4
(93.8)
(1.8)
Payables and accrued liabilities
(338.7)
(213.3)
532.5
Other working capital
370.1
(119.0)
(77.0)
Cash Provided by Operating Activities
3,646.7
3,205.7
3,170.6
Investing Activities
Additions to plant and equipment, including long-term deposits
(6,796.7)
(4,626.4)
(2,926.5)
Acquisitions, less cash acquired
—
—
(65.1)
Investment in and advances to unconsolidated affiliates
—
(912.0)
(1,658.4)
Investment in financing receivables
(403.0)
(665.1)
—
Proceeds from sale of assets and investments
1,878.8
25.4
46.2
Purchases of investments
(141.4)
(640.1)
(1,637.8)
Proceeds from investments
470.7
897.0
2,377.4
Other investing activities
72.4
4.8
7.0
Cash Used for Investing Activities
(4,919.2)
(5,916.4)
(3,857.2)
Financing Activities
Long-term debt proceeds
4,678.3
3,516.2
766.2
Payments on long-term debt
(486.2)
(615.4)
(400.0)
(Decrease) Increase in commercial paper and short-term borrowings
(289.9)
268.2
17.9
Dividends paid to shareholders
(1,564.9)
(1,496.6)
(1,383.3)
Proceeds from stock option exercises
7.9
24.0
19.3
Investments by noncontrolling interests
428.5
234.9
21.0
Distributions to noncontrolling interests
(25.8)
(115.9)
(4.8)
Other financing activities
(132.5)
(205.8)
(36.9)
Cash Provided by (Used for) Financing Activities
2,615.4
1,609.6
(1,000.6)
Discontinued Operations
Cash provided by operating activities
—
0.6
59.6
Cash provided by investing activities
—
—
—
Cash provided by financing activities
—
—
—
Cash Provided by Discontinued Operations
—
0.6
59.6
Effect of Exchange Rate Changes on Cash
19.8
6.5
(130.3)
Increase (Decrease) in cash and cash items
1,362.7
(1,094.0)
(1,757.9)
Cash and cash items – Beginning of year
1,617.0
2,711.0
4,468.9
Cash and Cash Items – End of Period
$2,979.7
$1,617.0
$2,711.0
The accompanying notes are an integral part of these statements.
Air Products | 2024 Annual Report
64
Air Products and Chemicals, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EQUITY
For the Fiscal Years Ended 30 September
(Millions of U.S. Dollars, except for per
share data)
Common
Stock
Capital
in Excess
of Par
Value
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Air Products
Shareholders’
Equity
Non-
controlling
Interests
Total
Equity
Balance as of 30 September 2021
$249.4 $1,115.8 $15,678.3
($1,515.9) ($1,987.9)
$13,539.7
$548.3 $14,088.0
Net income
—
— 2,256.1
—
—
2,256.1
10.4
2,266.5
Other comprehensive loss
—
—
—
(1,270.2)
—
(1,270.2)
(29.3)
(1,299.5)
Dividends on common stock ($6.36
per share)
—
— (1,410.6)
—
—
(1,410.6)
—
(1,410.6)
Distributions to noncontrolling
interests
—
—
—
—
—
—
(4.8)
(4.8)
Share-based compensation
—
46.0
—
—
—
46.0
—
46.0
Issuance of treasury shares for
stock option and award plans
—
(20.9)
—
—
6.9
(14.0)
—
(14.0)
Investments by noncontrolling
interests
—
—
—
—
—
—
33.0
33.0
Purchase of noncontrolling interests
—
—
—
—
—
—
(1.9)
(1.9)
Other equity transactions
—
0.5
(3.5)
—
—
(3.0)
2.7
(0.3)
Balance as of 30 September 2022
$249.4 $1,141.4 $16,520.3
($2,786.1) ($1,981.0)
$13,144.0
$558.4 $13,702.4
Net income
—
— 2,300.2
—
—
2,300.2
38.4
2,338.6
Other comprehensive income
—
—
—
336.7
—
336.7
184.3
521.0
Dividends on common stock ($6.87
per share)
—
— (1,526.2)
—
—
(1,526.2)
—
(1,526.2)
Distributions to noncontrolling
interests
—
—
—
—
—
—
(115.9)
(115.9)
Share-based compensation
—
54.6
—
—
—
54.6
—
54.6
Issuance of treasury shares for
stock option and award plans
—
(6.1)
—
—
13.7
7.6
—
7.6
Investments by noncontrolling
interests
(A)
—
—
—
—
—
—
682.2
682.2
Other equity transactions
—
0.6
(4.6)
—
—
(4.0)
—
(4.0)
Balance as of 30 September 2023
$249.4 $1,190.5 $17,289.7
($2,449.4) ($1,967.3)
$14,312.9 $1,347.4 $15,660.3
Net income
—
— 3,828.2
—
—
3,828.2
34.2
3,862.4
Other comprehensive income (loss)
—
—
—
421.7
—
421.7
(147.0)
274.7
Dividends on common stock ($7.06
per share)
—
— (1,569.7)
—
—
(1,569.7)
—
(1,569.7)
Distributions to noncontrolling
interests
—
—
—
—
—
—
(25.4)
(25.4)
Share-based compensation
—
58.3
—
—
—
58.3
—
58.3
Issuance of treasury shares for
stock option and award plans
—
3.9
—
—
(16.8)
(12.9)
—
(12.9)
Investments by noncontrolling
interests
—
—
—
—
—
—
428.5
428.5
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
(A) Includes noncash activity related to the NEOM Green Hydrogen Company joint venture. Refer to Note 3, Variable Interest Entities, for additional
information.
The accompanying notes are an integral part of these statements.
65
Air Products and Chemicals, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Millions of U.S. Dollars unless otherwise indicated, except for share and per share data)
1.
Basis of Presentation and Major Accounting Policies ....................................................................................
66
2.
New Accounting Guidance ...................................................................................................................................
75
3.
Variable Interest Entities ......................................................................................................................................
76
4.
Gain on Sale of Business ......................................................................................................................................
79
5.
Business and Asset Actions .................................................................................................................................
80
6.
Acquisition ...............................................................................................................................................................
80
7.
Revenue Recognition .............................................................................................................................................
81
8.
Discontinued Operations .....................................................................................................................................
84
9.
Inventories ...............................................................................................................................................................
84
10. Equity Affiliates .......................................................................................................................................................
84
11. Plant and Equipment, net .....................................................................................................................................
86
12. Goodwill ...................................................................................................................................................................
86
13. Intangible Assets ....................................................................................................................................................
87
14. Leases .......................................................................................................................................................................
88
15. Financial Instruments ............................................................................................................................................
90
16. Fair Value Measurements ....................................................................................................................................
94
17. Debt ...........................................................................................................................................................................
96
18. Retirement Benefits ...............................................................................................................................................
99
19. Commitments and Contingencies ......................................................................................................................
105
20. Capital Stock ............................................................................................................................................................
109
21. Share-Based Compensation ................................................................................................................................
109
22. Accumulated Other Comprehensive Loss ........................................................................................................
111
23. Earnings Per Share .................................................................................................................................................
112
24. Income Taxes ..........................................................................................................................................................
113
25. Supplemental Information ...................................................................................................................................
118
26. Business Segment and Geographic Information ............................................................................................
119
Air Products | 2024 Annual Report
66
1. BASIS OF PRESENTATION AND MAJOR ACCOUNTING POLICIES
As used in this report, unless the context indicates otherwise, the terms “we,” “our,” “us,” the “Company,” "Air
Products," or “registrant” include our controlled subsidiaries and affiliates.
About Air Products
Air Products and Chemicals, Inc., a Delaware corporation originally founded in 1940, is a global industrial
gases company that has built a reputation for its innovative culture, operational excellence, and commitment
to safety and the environment. Focused on serving energy, environmental, and emerging markets, we are
committed to generating a cleaner future by offering products and services that enable our customers to
improve their environmental performance, product quality, and productivity.
With sustainability at its core, our two-pillar growth strategy includes the optimization and 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 advance the transition to low- and zero-carbon energy in the
industrial and heavy-duty transportation sectors. Our 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. Through our sale of equipment businesses,
we also provide turbomachinery, membrane systems, and cryogenic containers globally.
We manage our operations, assess performance, and report earnings under five reportable
segments: Americas, Asia, Europe, Middle East and India, and Corporate and other. The discussion that
follows is based on these operations. Refer to Note 26, Business Segment and Geographic Information, for
additional information.
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 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.
Refer to Note 4, Gain on Sale of Business, for additional information.
Basis of Presentation
The accompanying consolidated financial statements were prepared in accordance with accounting principles
generally accepted in the United States of America (“GAAP”) and include the accounts of Air Products and
Chemicals, Inc. and those of its controlled subsidiaries. The notes that follow are an integral part of our
consolidated financial statements. These notes, unless otherwise indicated, are presented on a continuing
operations basis. Intercompany transactions and balances are eliminated in consolidation. Certain prior year
information has been reclassified to conform to the fiscal year 2024 presentation.
Discontinued Operations
The results of operations and cash flows for our discontinued operations have been segregated from the
results of continuing operations and segment results. The comprehensive income related to discontinued
operations has not been segregated and is included in the consolidated comprehensive income statements.
There were no assets and liabilities presented as discontinued operations on our consolidated balance sheets.
Refer to Note 8, Discontinued Operations, for additional information.
Estimates and Assumptions
Preparation of the consolidated financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect amounts reported in the consolidated financial statements and the
accompanying notes. Actual results could differ from those estimates.
67
Consolidation Principles
We consolidate all entities we control under either the voting interest model, which generally applies when we
hold a majority of the voting interest of an entity, or the variable interest model, which applies to
arrangements for which we are the primary beneficiary of a variable interest entity ("VIE"). For consolidated
subsidiaries in which our ownership is less than 100%, the outside shareholders’ interests are reflected as
non-controlling interests on our consolidated financial statements.
We are considered the primary beneficiary of a VIE when we have both the power to direct the activities that
most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right
to receive benefits that could potentially be significant to the VIE. We are the primary beneficiary of the NEOM
Green Hydrogen Company and consolidate the joint venture within our Middle East and India segment. For
additional information, refer to Note 3, Variable Interest Entities. We are not the primary beneficiary of any
other material VIEs.
We account for a VIE for which we exercise significant influence but are not the primary beneficiary, such as
the Jazan Integrated Gasification and Power Company joint venture, as an equity method investment. For
additional information on this joint venture, refer to Note 10, Equity Affiliates.
Revenue Recognition
We recognize revenue when or as performance obligations are satisfied, which occurs when control is
transferred to the customer. We determine the transaction price of our contracts based on the amount of
consideration to which we expect to be entitled to receive in exchange for the goods or services provided. Our
contracts within the scope of revenue guidance do not contain payment terms that include a significant
financing component. Consistent with industry business practice, we generally do not accept sales returns or
provide return allowances.
Our sale of gas contracts are either accounted for over time during the period in which we deliver or make
available the agreed upon quantity of goods or at a point in time when the customer receives and obtains
control of the product, which generally occurs upon delivery. We generally recognize revenue from our sale of
gas contracts based on the right to invoice practical expedient.
Our sale of equipment contracts are generally comprised of a single performance obligation as the individual
promised goods or services contained within the contracts are integrated with or dependent upon other
goods or services in the contract for a single output to the customer. Revenue from our sale of equipment
contracts is generally recognized over time as we have an enforceable right to payment for performance
completed to date and our performance under the contract terms does not create an asset with alternative
use. We recognize these contracts using a cost incurred input method by which costs incurred to date relative
to total estimated costs at completion are used to measure progress toward satisfying performance
obligations.
Amounts billed for shipping and handling fees are classified as sales in the consolidated income statements.
Shipping and handling activities for our sale of equipment contracts may be performed after the customer
obtains control of the promised goods. In these cases, we have elected to apply the practical expedient to
account for shipping and handling as activities to fulfill the promise to transfer the goods.
Amounts billed for sales and use taxes, value-added taxes, and certain excise and other specific transactional
taxes imposed on revenue-producing transactions are presented on a net basis and excluded from sales in
the consolidated income statements.
For additional information, refer to Note 7, Revenue Recognition.
Cost of Sales
Cost of sales predominantly represents the cost of tangible products sold. These costs include labor, raw
materials, plant engineering, power, depreciation, production supplies and materials packaging costs, and
maintenance costs. Costs incurred for shipping and handling are also included in cost of sales.
Depreciation
Depreciation is recorded using the straight-line method, which deducts equal amounts of the cost of each
asset from earnings every year over its expected economic useful life. The principal lives for major classes of
plant and equipment are summarized in Note 11, Plant and Equipment, net.
Air Products | 2024 Annual Report
68
Selling and Administrative Expense
The principal components of selling and administrative expense are costs related to compensation,
administrative functions, and professional fees.
Postemployment Benefits
We provide ongoing benefit arrangements that provide nonretirement postemployment benefits such as
severance and outplacement services to involuntarily terminated employees. We record a liability for these
benefits when we determine it is probable that the benefits will be paid in an amount that can be reasonably
estimated. These criteria are met when management, with the appropriate level of authority, approves and
commits to a termination plan that identifies impacted employees and their related benefits and is expected
to be substantially completed within one year. We do not provide material one-time benefit arrangements.
Fair Value Measurements
We are required to measure certain assets and liabilities at fair value, either upon initial measurement or for
subsequent accounting or reporting. For example, fair value is used in the initial measurement of assets and
liabilities acquired in a business combination; on a recurring basis in the measurement of derivative financial
instruments; and on a nonrecurring basis when long-lived assets are written down to fair value when held for
sale or determined to be impaired. Refer to Note 16, Fair Value Measurements, and Note 18, Retirement Benefits,
for information on the methods and assumptions used in our fair value measurements.
Financial Instruments
We address certain financial exposures through a controlled program of risk management that includes the
use of derivative financial instruments. The types of derivative financial instruments permitted for such risk
management programs are specified in policies set by management. Refer to Note 15, Financial Instruments,
for further detail on the types and use of derivative instruments into which we enter.
Major financial institutions are counterparties to all of these derivative contracts. We have established
counterparty credit guidelines and generally enter into transactions with financial institutions of investment
grade or better. Management believes the risk of incurring losses related to credit risk is remote, and any
losses would be immaterial to the consolidated financial results, financial condition, or liquidity.
We recognize derivatives on the balance sheet at fair value. On the date the derivative instrument is entered
into, we generally designate the derivative as either (1) a hedge of a forecasted transaction or of the variability
of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge), (2) a hedge of a
net investment in a foreign operation (net investment hedge), or (3) a hedge of the fair value of a recognized
asset or liability (fair value hedge).
The following details the accounting treatment of our cash flow, fair value, net investment, and non-
designated hedges:
•
Changes in the fair value of a derivative that is designated as and meets the cash flow hedge criteria are
recorded in accumulated other comprehensive loss ("AOCL") to the extent effective and then recognized
in earnings when the hedged items affect earnings.
•
Changes in the fair value of a derivative that is designated as and meets all the required criteria for a fair
value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged
risk, are recorded in current period earnings.
•
Changes in the fair value of a derivative and foreign currency debt that are designated as and meet all
the required criteria for a hedge of a net investment are recorded as translation adjustments in AOCL.
•
Changes in the fair value of a derivative that is not designated as a hedge are recorded immediately in
earnings.
69
We formally document the relationships between hedging instruments and hedged items, as well as our risk
management objective and strategy for undertaking various hedge transactions. This process includes relating
derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the
balance sheet or to specific firm commitments or forecasted transactions. We also formally assess, at the
inception of the hedge and on an ongoing basis, whether derivatives are highly effective in offsetting changes
in fair values or cash flows of the hedged item. If it is determined that a derivative is not highly effective as a
hedge, or if a derivative ceases to be a highly effective hedge, we will discontinue hedge accounting with
respect to that derivative prospectively.
Foreign Currency
Since we do business in many foreign countries, fluctuations in currency exchange rates affect our financial
position and results of operations.
In most of our foreign operations, the local currency is considered the functional currency. Foreign
subsidiaries translate their assets and liabilities into U.S. dollars at current exchange rates in effect as of the
balance sheet date. The gains or losses that result from this process are shown as translation adjustments in
AOCL in the equity section of the balance sheet.
The revenue and expense accounts of foreign subsidiaries are translated into U.S. dollars at the average
exchange rates that prevail during the period. Therefore, the U.S. dollar value of these items on the
consolidated income statements fluctuates from period to period, depending on the value of the U.S. dollar
against foreign currencies. Some transactions are made in currencies different from an entity’s functional
currency. Gains and losses from these foreign currency transactions, and the impact of related hedges, are
generally reflected in "Other income (expense), net" on our consolidated income statements as they occur and
were not material for the periods presented.
Foreign exchange gains and losses from the foreign currency remeasurement of balances associated with
intercompany and third-party financing transactions, related income tax assets and liabilities, and the impact
of related hedges are reflected within “Other non-operating income (expense), net" and were not material for
the periods presented.
In addition, foreign currency forward points and currency swap basis differences that are excluded from the
assessment of hedge effectiveness of our cash flow hedges of intercompany loans (“excluded components”)
are recorded within “Other non-operating income (expense), net" on a straight-line basis. Excluded
components were expenses of $31.4, $25.1, and $23.2 in fiscal years 2024, 2023, and 2022, respectively.
Government Assistance
We receive various types of government assistance, primarily in the form of grants or refundable tax credits.
Government assistance is recognized when there is reasonable assurance that we have complied with
relevant conditions and the assistance will be received. Government assistance is recognized in the
consolidated income statements on a systematic basis over the periods in which we recognize the related
costs for which the government assistance is intended to compensate. Government assistance related to
assets is included in the balance sheet as a reduction of the cost of the asset and results in reduced
depreciation expense over the useful life of the asset. Government assistance that relates to expenses is
recognized in the income statement as a reduction of the related expense or as a component of other income
(expense), net. Government assistance did not have a material impact on our consolidated financial
statements for the periods presented in this Annual Report on Form 10-K.
Environmental Expenditures
Accruals for environmental loss contingencies are recorded when it is probable that a liability has been
incurred and the amount of loss can be reasonably estimated. Remediation costs are capitalized if the costs
improve our property as compared with the condition of the property when originally constructed or
acquired, or if the costs prevent environmental contamination from future operations. We expense
environmental costs related to existing conditions resulting from past or current operations and from which
no current or future benefit is discernible. The amounts charged to income from continuing operations
related to environmental matters totaled $27.0, $24.9, and $22.3 in fiscal years 2024, 2023, and 2022,
respectively. In addition, during the fourth quarter of fiscal year 2024, we recorded a pre-tax expense of $19.4
in results from discontinued operations to increase our existing liability for retained environmental
remediation obligations associated with the sale of our former Amines business in September 2006. Refer to
the "Pace" discussion within Note 19, Commitments and Contingencies, for additional information.
Air Products | 2024 Annual Report
70
The measurement of environmental liabilities is based on an evaluation of currently available information with
respect to each individual site and considers factors such as existing technology, presently enacted laws and
regulations, and prior experience in remediation of contaminated sites. An environmental liability related to
cleanup of a contaminated site might include, for example, a provision for one or more of the following types
of costs: site investigation and testing costs, remediation costs, post-remediation monitoring costs, natural
resource damages, and outside legal fees. These liabilities include costs related to other potentially
responsible parties to the extent that we have reason to believe such parties will not fully pay their
proportionate share. They do not consider any claims for recoveries from insurance or other parties and are
not discounted.
As assessments and remediation progress at individual sites, the amount of projected cost is reviewed, and
the liability is adjusted to reflect additional technical and legal information that becomes available.
Management has an established process in place to identify and monitor our environmental exposures. An
environmental accrual analysis is prepared and maintained that lists all environmental loss contingencies,
even where an accrual has not been established. This analysis assists in monitoring our overall environmental
exposure and serves as a tool to facilitate ongoing communication among our technical experts,
environmental managers, environmental lawyers, and financial management to ensure that required accruals
are recorded and potential exposures disclosed.
Due to inherent uncertainties involved in evaluating environmental exposures, actual costs to be incurred at
identified sites in future periods may vary from the estimates. Refer to Note 19, Commitments and
Contingencies, for additional information on our environmental loss contingencies.
The accruals for environmental liabilities are reflected in the consolidated balance sheets, primarily as part of
other noncurrent liabilities.
Litigation
In the normal course of business, we are involved in legal proceedings. We accrue a liability for such matters
when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
When only a range of possible loss can be established, the most probable amount in the range is accrued. If
no amount within this range is a better estimate than any other amount within the range, the minimum
amount in the range is accrued. The accrual for a litigation loss contingency includes estimates of potential
damages and other directly related costs expected to be incurred. Refer to Note 19, Commitments and
Contingencies, for additional information on our current legal proceedings.
Share-Based Compensation
We expense the grant-date fair value of our share-based awards over the vesting period during which
employees perform related services. Expense recognition is accelerated for retirement-eligible individuals who
would meet the requirements for vesting of awards upon their retirement. Refer to Note 21, Share-Based
Compensation, for additional information regarding our awards, including the models and assumptions used
to determine their grant-date fair value.
Income Taxes
We account for income taxes under the asset and liability method. Under this method, deferred tax assets
and liabilities are recognized for the tax effects of temporary differences between the financial reporting and
tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are
expected to be recovered or settled. A principal temporary difference results from the excess of tax
depreciation over book depreciation because accelerated methods of depreciation and shorter useful lives
are used for income tax purposes. The cumulative impact of a change in tax rates or regulations is included in
income tax expense in the period that includes the enactment date. We recognize deferred tax assets net of
existing valuation allowances to the extent we believe that these assets are more likely than not to be realized
considering all available evidence.
A tax benefit for an uncertain tax position is recognized when it is more likely than not that the position will be
sustained upon examination based on its technical merits. This position is measured as the largest amount of
tax benefit that is greater than 50% likely of being realized. Interest and penalties related to unrecognized tax
benefits are recognized as a component of income tax expense.
We have elected as an accounting policy to account for Global Intangible Low Tax Income (“GILTI”) as a period
cost when incurred.
For additional information regarding our income taxes, refer to Note 24, Income Taxes.
71
Other Non-Operating Income (Expense), net
"Other non-operating income (expense), net" includes interest income associated with our cash and cash
items and short-term investments, certain foreign currency remeasurements and impacts from the related
hedging activities discussed in the Foreign Currency section above, and non-service cost components of net
periodic pension and postretirement benefit cost. Our non-service costs primarily include interest cost,
expected return on plan assets, amortization of actuarial gains and losses, and settlements.
Additionally, during the third quarter of fiscal year 2024, we discontinued cash flow hedge accounting for
certain interest rate swaps associated with financing for the NEOM Green Hydrogen Project. As a result of the
de-designation, unrealized gains and losses are recorded to "Other non-operating income (expense), net" until
the instruments re-qualify for cash flow hedge accounting. Refer to Note 3, Variable Interest Entities, and Note
15, Financial Instruments, for additional information.
Cash and Cash Items
"Cash and cash items" include cash, time deposits, and treasury securities acquired with an original maturity
of three months or less.
Short-term Investments
"Short-term investments" include time deposits and treasury securities with original maturities greater than
three months and less than one year.
Credit Losses
We are exposed to credit losses primarily through sales of products and services. When extending credit, we
evaluate customer creditworthiness based on a combination of qualitative and quantitative factors that
include, but are not limited to, the customer’s credit score from external providers, financial condition, and
past payment experience.
We assess allowances for credit losses on our trade receivable, lease receivable, and financing receivable
portfolios. Allowances are evaluated by portfolio on a collective basis where similar characteristics exist. A
provision for customer defaults is made on a general formula basis as the risk of some default is expected but
cannot yet be associated with specific customers. The assessment of the likelihood of default is based on
various factors, including the length of time the receivables are past due, historical experience, existing
economic conditions, and forward-looking information. When we identify specific customers with known
collectability issues, the assessment for credit losses is performed on an individual basis, considering current
and forward-looking information of the customer. We also consider variables that may mitigate the inherent
credit risk of a particular transaction, such as the estimated fair value of the collateral, whether by use or sale.
The use of forward-looking information considers economic conditions that may affect the customers’ ability
to pay. Although we historically have not experienced significant credit losses, our exposure to credit losses
may increase if our customers are adversely affected by economic pressures or uncertainty associated with
local or global economic recessions, or other customer-specific factors. We review our reserves for credit
losses on a quarterly basis.
Air Products | 2024 Annual Report
72
Trade receivables comprise amounts owed to us through our operating activities and are presented net of
allowances for credit losses. Changes to the carrying amount of the allowance for credit losses on trade
receivables are summarized below:
Balance at 30 September 2021
$25.1
Provision for credit losses
7.5
Write-offs charged against the allowance
(7.9)
Currency translation and other
(0.6)
Balance at 30 September 2022
$24.1
Provision for credit losses
8.2
Write-offs charged against the allowance
(7.9)
Currency translation and other
(1.5)
Balance at 30 September 2023
$22.9
Provision for credit losses
10.7
Write-offs charged against the allowance
(8.5)
Currency translation and other
1.2
Balance at 30 September 2024
$26.3
In addition, our lease receivables and financing receivables are presented net of allowances for credit losses.
As of 30 September 2024 and 2023, the allowance for credit losses on lease receivables and financing
receivables were not material.
Inventories
We carry inventory that is comprised of finished goods, work-in-process, raw materials and supplies. Refer to
Note 9, Inventories, for further detail.
Inventories on our consolidated balance sheets are stated at the lower of cost or net realizable value. We
determine the cost of all our inventories on a first-in, first-out basis ("FIFO"). We write down our inventories for
estimated obsolescence or unmarketable inventory based upon assumptions about future demand and
market conditions.
Equity Method Investments
We apply the equity method of accounting when we have the ability to exercise significant influence but do
not control the operating and financial decisions of an investee, which generally applies when our ownership
interest in common stock or in-substance common stock of the investee is between 20% and 50%. Under the
equity method, we initially record our investment at cost and subsequently adjust the investment to recognize
our share of net earnings or losses, distributions received, and other-than-temporary impairments. The
carrying value of our equity method investments is reflected as "Investment in net assets of and advances to
equity affiliates" on our consolidated balance sheets. We use the cumulative earnings approach for
determining cash flow presentation of cash distributions received from equity method investees. Equity
investments are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of the investment may not be recoverable.
Our share of the investee's net earnings is primarily presented net of income taxes within “Equity affiliates’
income" on our consolidated income statements. Profits or losses related to intra-entity sales with our equity
method investees are eliminated consistent with our ownership percentage in the entity until realized by the
investee through a transaction with a third party. In addition, “Equity affiliates’ income” includes interest
income from shareholder loans viewed as in-substance common stock.
73
Plant and Equipment, net
Plant and equipment, net is stated at cost less accumulated depreciation. Construction costs, labor, and
applicable overhead related to installations are capitalized. Expenditures for additions and improvements that
extend the lives or increase the capacity of plant assets are capitalized. The costs of maintenance and repairs
of plant and equipment are expensed as incurred.
Fully depreciated assets are retained in the gross plant and equipment and accumulated depreciation
accounts until they are removed from service. In the case of disposals, assets and related accumulated
depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included
in income. Refer to Note 11, Plant and Equipment, net, for further detail.
Computer Software
We capitalize costs incurred to purchase or develop software for internal use. Capitalized costs include
purchased computer software packages, payments to vendors/consultants for development and
implementation or modification to a purchased package to meet our requirements, payroll and related costs
for employees directly involved in development, and interest incurred while software is being developed.
Capitalized costs are reflected in "Plant and equipment, net" on the consolidated balance sheets and are
depreciated over the estimated useful life of the software, generally a period of three to five years.
We capitalize costs incurred with the implementation of a cloud computing arrangement that is a service
contract, consistent with our policy for software developed or obtained for internal use. However, the
capitalized costs are reflected in "Other noncurrent assets" on our consolidated balance sheets and expensed
over the term of the related hosting arrangement.
Leases as Lessee
As lessee, we recognize a right-of-use ("ROU") asset and lease liability on the balance sheet for all leases with
terms in excess of 12 months. We evaluate whether an arrangement contains a lease at inception by
determining whether there is an identifiable asset, we obtain substantially all the economic benefits from that
asset, and we direct how and for what purpose the asset is used during the term of the arrangement. We
apply a practical expedient to exclude arrangements with initial terms of 12 months or less from our balance
sheet.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our
obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at
the commencement date based on the present value of lease payments over the lease term. Since our leases
generally do not provide an implicit discount rate, we use our incremental borrowing rates based on the
information available at the commencement date in determining the present value of lease payments. To
determine the incremental borrowing rate, we consider our unsecured borrowings and published market
rates, and then adjust those rates to assume full collateralization and to factor in the individual lease term,
geography, and payment structure.
Our lease term includes periods covered by options to extend or terminate the lease when it is reasonably
certain that we will exercise an option to extend or not exercise an option to terminate. Lease payments
consider our practical expedient to combine amounts for lease and related non-lease components for all
classes of underlying assets in which we are lessee. Fixed payments and payments associated with escalation
clauses based on an index are included in the ROU asset and lease liability at commencement. Variable lease
payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the
obligation for those payments is incurred. Our variable lease payments primarily include the impact from
escalation clauses that are not fixed or based on an index. Prepaid lease payments are included in the
recognition of ROU assets. Our lease agreements do not contain any material lease incentives, residual value
guarantees or restrictions or covenants.
Air Products | 2024 Annual Report
74
Leases as Lessor
Certain contracts associated with facilities that are built to provide product to a specific customer are
accounted for as containing embedded leases. Our lease receivables are primarily long-term in nature and
relate to sales-type leases on certain on-site assets for which payments are collected over the contract term.
Revenue representing interest income from the financing component of the lease receivable is reflected as
sales over the life of the contract.
In cases for which operating lease treatment is appropriate, there is no difference in revenue recognition over
the life of the contract as compared to accounting for the contract under a sale of gas agreement. These
contracts qualify for a practical expedient available to lessors to combine the lease and non-lease components
and account for the combined component in accordance with the accounting treatment for the predominant
component. We elected to apply this practical expedient and have accounted for the combined component as
product sales under the revenue standard as we control the operations and maintenance of the assets that
provide the supply of gas to our customers.
There have been no new arrangements that qualified as a lease for which we are the lessor in fiscal year 2024.
Financing Receivables
Some of our acquisitions include terms that provide the seller with both the right to receive all output from
the acquired asset for an agreed upon term as well as the right to reacquire the asset at a future date. In
these instances, we evaluate the contract terms to determine whether we have obtained control of the
underlying asset, or the transaction qualifies as a financing arrangement. For transactions that qualify as
financing arrangements, we record our investment as a financing receivable, net of any allowances for credit
losses, on our consolidated balance sheets. We then recognize a portion of the payments received as a
reduction to the financing receivable. Related interest income is presented within “Sales” on our consolidated
income statements with revenue received to operate the plant. Accrued interest is presented within trade
receivables, net and was not material as of 30 September 2024 and 2023.
Impairment of Long-Lived Assets
Long-lived assets are grouped for impairment testing at the lowest level for which there are identifiable cash
flows that are largely independent of the cash flows of other assets and liabilities. Long-lived assets are
evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset group may not be recoverable. We assess recoverability by comparing the carrying amount of the
asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If an
asset group is considered impaired, the impairment loss to be recognized is measured as the amount by
which the asset group’s carrying amount exceeds its fair value. Long-lived assets meeting the held for sale
criteria are reported at the lower of carrying amount or fair value less cost to sell.
Asset Retirement Obligations
The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred.
The fair value of the liability is measured using discounted estimated cash flows and is adjusted to its present
value in subsequent periods as accretion expense is recorded. The corresponding asset retirement costs are
capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s
useful life. Our asset retirement obligations are primarily associated with on-site long-term supply contracts
under which we have built a facility on land owned by the customer and are obligated to remove the facility at
the end of the contract term. Refer to Note 19, Commitments and Contingencies, for further detail.
Goodwill
Business combinations are accounted for using the acquisition method. The purchase price is allocated to the
assets acquired and liabilities assumed based on their estimated fair values. Any excess purchase price (plus
the fair value of any noncontrolling interest and previously held equity interest in the acquiree) over the fair
market value of the net assets acquired, including identified intangibles, is recorded as goodwill. Preliminary
purchase price allocations are made at the date of acquisition and finalized when information about facts and
circumstances that existed as of the acquisition date needed to finalize underlying estimates is obtained or
when we determine that such information is not obtainable, within a maximum measurement period of one
year.
Goodwill is subject to impairment testing at least annually. In addition, goodwill is tested more frequently if a
change in circumstances or the occurrence of events indicates that potential impairment exists. Refer to Note
12, Goodwill, for further detail.
75
Intangible Assets
Intangible assets with determinable lives primarily consist of customer relationships, purchased patents and
technology, and certain land use rights. The cost of intangible assets with determinable lives is amortized on a
straight-line basis over the estimated period of economic benefit. No residual value is estimated for these
intangible assets. Indefinite-lived intangible assets consist of trade names and trademarks. Indefinite-lived
intangibles are subject to impairment testing at least annually. In addition, intangible assets are tested more
frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists.
Customer relationships are generally amortized over periods of five to 25 years. Purchased patents and
technology and other finite-lived intangibles are generally amortized over periods of five to 15 years. Other
intangibles includes certain land use rights, which are generally amortized over a period of 50 years.
Amortizable lives are adjusted whenever there is a change in the estimated period of economic benefit. Refer
to Note 13, Intangible Assets, for further detail.
Retirement Benefits
Our retirement benefit plans are discussed in Note 18, Retirement Benefits. The cost of benefits we contribute
to defined contribution plans is recognized in the year earned. The cost of benefits under our defined benefit
and other post-retirement plans is generally recognized over the employees’ service period. We use actuarial
methods and assumptions in the valuation of defined benefit obligations and the determination of expense.
Differences between actual and expected results or changes in the value of obligations and plan assets are
recognized systematically over subsequent periods.
2. NEW ACCOUNTING GUIDANCE
New Accounting Guidance to be Implemented
Climate-Related Disclosures
In March 2024, the SEC issued Release No. 33-11275, “The Enhancement and Standardization of Climate-
Related Disclosures for Investors", which includes final rules for providing qualitative and quantitative
disclosures regarding certain climate-related topics on an annual basis. As a result of ongoing litigation in the
U.S., the SEC issued an order in April 2024 to stay the effectiveness of the rules while judicial review is
pending. If the rules are not overturned and take effect on schedule, prospective adoption will be permitted
with phased-in compliance beginning with our Annual Report on Form 10-K for the fiscal year ending 30
September 2026. We are evaluating the impact these rules will have on our disclosures.
Reportable Segment Disclosures
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update
(“ASU”) No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". The
update includes enhanced disclosures about significant segment expenses and identification of the chief
operating decision maker. The update will be effective in our Annual Report on Form 10-K for the fiscal year
ending 30 September 2025 as well as interim periods thereafter, although early adoption is permitted. The
amendments must be applied retrospectively to all prior periods presented. We are evaluating the impact this
update will have on our disclosures.
Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax
Disclosures” to expand income tax disclosures, primarily through disaggregation requirements for the rate
reconciliation and income taxes paid. The update will be effective in our Annual Report on Form 10-K for the
fiscal year ending 30 September 2026, although early adoption is permitted. The amendments should be
applied on a prospective basis with a retrospective option. We are evaluating the impact this update will have
on our disclosures.
Air Products | 2024 Annual Report
76
3. VARIABLE INTEREST ENTITIES
We are the primary beneficiary of the NEOM Green Hydrogen Company joint venture ("NGHC"), which is a
variable interest entity ("VIE") that is consolidated in our Middle East and India segment. We are not the
primary beneficiary of any other material VIEs. We account for a VIE for which we have an equity interest and
exercise significant influence but are not the primary beneficiary, such as the Jazan Integrated Gasification and
Power Company joint venture ("JIGPC"), as an equity method investment. During the first quarter of fiscal year
2024, we determined that World Energy, LLC ("World Energy") is a VIE for which we have no equity interest and
are not the primary beneficiary. Our variable interests in NGHC, JIGPC, and World Energy are further discussed
below.
NGHC Joint Venture
The NEOM Green Hydrogen Project is a multi-billion dollar green hydrogen-based ammonia production facility
that is being constructed in NEOM City, Saudi Arabia. Owned and operated by NGHC, the facility will be
powered by renewable energy to produce green ammonia for Air Products as the exclusive offtaker under a
long-term take-if-tendered agreement. We intend to transport the green ammonia around the world to be
dissociated to produce green hydrogen for transportation and industrial markets.
Air Products is an equal owner in NGHC with our joint venture partners, ACWA Power and NEOM Company.
While we only hold one-third of the voting interests in the joint venture, substantially all the activities of the
joint venture involve or are conducted on behalf of Air Products. Since we have disproportionately few voting
rights relative to our economic interests in the joint venture, we determined that NGHC is a VIE. In addition,
we determined that we are the primary beneficiary of NGHC since we have the power to unilaterally direct
certain significant activities, including key design and construction decisions, and we share power with our
joint venture partners related to other activities that are significant to the economic performance of NGHC.
Therefore, we consolidate NGHC within the Middle East and India segment.
Project Financing
In May 2023, NGHC finalized the $6.7 billion engineering, procurement, and construction ("EPC") agreement
with Air Products named as the main contractor and system integrator for the facility. NGHC secured non-
recourse project financing of approximately $6.1 billion, which is expected to fund about 73% of the project
and will be drawn over the construction period. At the same time, NGHC secured additional non-recourse
credit facilities totaling approximately $500 primarily for working capital needs. Under the financing, the
assets of NGHC can only be used to settle obligations of the joint venture, and creditors of NGHC do not have
recourse to the general credit of Air Products. A table summarizing balances associated with NGHC as
reflected on our consolidated balance sheets is provided on page 78.
NGHC completed its first drawdown on the project financing in July 2023. As of 30 September 2024 and 2023,
total principal borrowings were $3,323.4 and $1,364.8, respectively. The balance as of 30 September 2024
includes short-term borrowings of $51.6 from a 6.21% variable rate Saudi Riyal facility. The remaining
borrowings include the long-term facilities below, which are reflected net of unamortized discounts and debt
issuance costs within "Long-term debt" on our consolidated balance sheets.
77
30 September
Fiscal Year
Maturities
2024
2023
Payable in U.S. Dollars
U.S. Dollar variable-rate facilities 6.17%
(A)
2027 to 2053
$1,945.2
$1,094.9
U.S. Dollar variable-rate facility 5.82%
(A)
2027 to 2041
345.5
—
U.S. Dollar stated-rate facility 5.00%
2027 to 2053
245.9
138.5
Total Payable in U.S. Dollars
$2,536.6
$1,233.4
Payable in Other Currencies
Saudi Riyal Loan Facility variable-rate 6.69%
(B)
2025 to 2027
—
131.4
Saudi Riyal Loan Facility stated-rate facility 2.00%
2028 to 2041
735.2
—
Total Principal Amount
$3,271.8
$1,364.8
Less: Unamortized discount and debt issuance costs
(C)
218.5
90.4
Total NGHC Long-term Debt
$3,053.3
$1,274.4
(A) Reflects a daily compounded SOFR as of 30 September 2024 plus an annual margin of 1.31% and 0.96%, respectively. These rates do
not include the impact of our floating-to-fixed interest rate swaps, which result in an overall lower interest rate for the borrowings.
Additional information is provided below.
(B) Based on the Saudi Arabian Interbank Offered Rate ("SAIBOR") plus an annual margin of 0.80%.
(C) Our consolidated balance sheets as of 30 September 2024 and 2023 also included $4.6 and $58.8, respectively, for remaining project
financing fees that were eligible for deferral as a noncurrent asset. Once additional borrowings are drawn, the unamortized balance is
reclassified as an offset to the outstanding debt.
In May 2023, NGHC entered into floating-to-fixed interest rate swaps designed to hedge the long-term variable
rate debt facilities available under the project financing during the construction period of the project. We
discontinued cash flow hedge accounting for certain swaps during the third quarter of fiscal year 2024. As a
result of the de-designation, unrealized gains and losses are recorded to "Other non-operating income
(expense), net" on our consolidated income statements. For the fiscal year ended 30 September 2024,
unrealized losses were $16.3 ($4.3 attributable to Air Products after tax). Unrealized losses attributable to our
noncontrolling partners were $10.6. Refer to Note 15, Financial Instruments, for additional information.
Land Lease
The green hydrogen-based ammonia production facility is being constructed on land owned by our joint
venture partner, NEOM Company, for which NGHC signed a 50-year lease agreement. The land lease
commenced during the third quarter of fiscal year 2023. Accordingly, we recorded an operating lease with a
right-of-use asset and corresponding liability of $223, of which $209 was paid as a lump-sum in August 2023.
Additional payments under the lease will occur after the first 30 years of the lease term.
Air Products | 2024 Annual Report
78
NGHC Balance Sheet
The table below summarizes balances associated with NGHC as reflected on our consolidated balance sheets:
30 September
2024
2023
Assets
Cash and cash items
$34.5
$78.2
Trade receivables, net
6.7
—
Prepaid expenses
31.2
21.4
Other receivables and current assets
120.6
181.6
Total current assets
$193.0
$281.2
Plant and equipment, net
3,929.9
1,396.1
Operating lease right-of-use assets, net
233.9
228.9
Other noncurrent assets
37.1
350.6
Total noncurrent assets
$4,200.9
$1,975.6
Total assets
$4,393.9
$2,256.8
Liabilities
Payables and accrued liabilities
$308.4
$141.0
Accrued income taxes
2.0
0.6
Short-term borrowings
51.6
—
Total current liabilities
$362.0
$141.6
Long-term debt
3,053.3
1,274.4
Noncurrent operating lease liabilities
24.5
18.9
Other noncurrent liabilities
30.4
2.1
Deferred income taxes
3.2
24.1
Total noncurrent liabilities
$3,111.4
$1,319.5
Total liabilities
$3,473.4
$1,461.1
Equity
Accumulated other comprehensive income
$13.8
$77.7
Noncontrolling interests
937.6
723.6
JIGPC Joint Venture
JIGPC is a joint venture with Saudi Aramco Power Company (a subsidiary of Aramco), ACWA Power, and Air
Products Qudra (“APQ”). JIGPC entered into project financing to purchase power blocks, gasifiers, air
separation units, syngas cleanup assets, and utilities to supply electricity, steam, hydrogen, and utilities to
Aramco’s refinery and terminal complex under a 25-year agreement, which commenced in the first quarter of
fiscal year 2022. JIGPC recorded financing receivables upon acquisition of the assets and recognizes financing
income over the supply term.
We determined JIGPC is a VIE for which we exercise significant influence but are not the primary beneficiary as
we do not have the power to direct the activities that are most significant to its economic performance.
Instead, these activities, including plant dispatch, operating and maintenance decisions, budgeting, capital
expenditures, and financing, require unanimous approval of the owners or are controlled by the customer.
Accordingly, we account for our 55% investment, which includes 4% that is attributable to the noncontrolling
partner of APQ, under the equity method within the Middle East and India segment. The carrying value of our
investment, including amounts attributable to noncontrolling interests, totaled $2,871.2 and $2,862.2 as of 30
September 2024 and 30 September 2023, respectively. Our loss exposure is limited to our investment in the
joint venture.
79
Our investment primarily consists of shareholder loans that qualify as in-substance common stock in the joint
venture. Certain shareholders receive a preferred cash distribution pursuant to the joint venture agreement,
which specifies each shareholder’s share of income after considering the amount of cash available for
distribution. As such, the earnings attributable to Air Products may not be proportionate to our ownership
interest in the venture.
World Energy
In November 2023, we finalized an agreement to purchase a sustainable aviation fuel (“SAF”) facility in
Paramount, California from World Energy. We determined the acquisition contains an embedded sales-type
lease. As a result, we are accounting for the transaction as a financing arrangement and recorded a financing
receivable, which had a carrying value of approximately $300 as of 30 September 2024.
At the time of acquisition, we entered into a Master Project Agreement (“MPA”) containing terms for operation
of the acquired facility as well as amended terms for the construction and operation of an SAF expansion
project subject to construction at the same location. The MPA includes a tolling arrangement whereby we will
receive feedstock from and produce renewable fuels for World Energy over a term that will conclude 15 years
after onstream of the expansion project with the option to renew for two five-year terms. The SAF expansion
project is currently on hold pending receipt of permits.
During the first quarter of fiscal year 2024, we determined that World Energy is a VIE and our financing
receivable represents a variable interest in World Energy. We are not the primary beneficiary as we do not
have control over their key operating decisions, including feedstock supply, production of renewable fuels,
and negotiating and executing supply agreements with customers. As of 30 September 2024, our maximum
exposure to loss is approximately $2 billion. This includes project-related spending of approximately
$1.5 billion, of which $1.2 billion is capitalized within “Plant and equipment, net” and $330 is deferred within
"Other noncurrent assets", and approximately $215 for open purchase commitments, all of which relate to the
SAF expansion project. Our exposure also includes the financing receivable of $300 discussed above, which we
begin to collect at the onstream of the expansion project, as well as related accrued interest, which accrues
monthly. Accrued interest was not material as of 30 September 2024.
4. GAIN ON SALE OF BUSINESS
On 30 September 2024, we completed the sale of our liquefied natural gas ("LNG") process technology and
equipment business to Honeywell International Inc. for approximately $1.8 billion in an all-cash transaction.
This divestiture reflects our commitment to our industrial gases and clean hydrogen growth strategy. As a
result of the transaction, we recorded a gain of $1,575.6 during the fourth quarter of fiscal year 2024 that is
reflected within "Gain on sale of business" on our consolidated income statements ($1,198.4 after tax). This
gain was not recorded in segment results.
The LNG business does not qualify for presentation as a discontinued operation because the disposal does
not represent a strategic shift that has had or will have a major effect on our operations and financial results.
The LNG business generated operating income for our Corporate and other segment of approximately $135,
$120, and $95 in fiscal years 2024, 2023, and 2022, respectively.
Air Products | 2024 Annual Report
80
5. BUSINESS AND ASSET ACTIONS
Our consolidated income statements reflect charges for strategic business and asset actions intended to
optimize costs and focus resources on our growth projects. As further discussed below, charges for business
and asset actions were $57.0 ($43.8 after tax), $244.6 ($204.9 attributable to Air Products after tax), and $73.7
($61.0 after tax) in fiscal years 2024, 2023, and 2022, respectively. These charges were not recorded in
segment results.
Global Cost Reduction Plan
During the second quarter of fiscal year 2024, we recognized an expense of $57.0 for severance and other
postemployment benefits payable to employees identified under a global cost reduction plan. We originated
this plan during the third quarter of fiscal year 2023, which resulted in an initial charge of $27.0. In total,
approximately 1,100 employees globally are eligible to receive benefits under the plan. We estimated benefits
payable according to our ongoing benefit arrangements.
The table below reconciles these charges to the carrying amount of the remaining accrual for unpaid benefits
as of 30 September 2024. This balance primarily relates to the additional actions identified during the second
quarter of fiscal year 2024. We expect to pay the majority of the remaining benefits over the next six months.
Third quarter fiscal year 2023 charge
$27.0
Cash payments
(6.8)
Currency translation adjustment
(0.4)
Amount accrued as of 30 September 2023
(A)
$19.8
Second quarter fiscal year 2024 charge
57.0
Cash payments
(43.6)
Currency translation adjustment
0.8
Amount accrued as of 30 September 2024
(A)
$34.0
(A) Reflected within "Payables and accrued liabilities" on our consolidated balance sheets.
Asset Actions
In fiscal year 2023, we recorded a noncash charge of $217.6 to write off assets associated with exited projects
that were previously under construction in our Asia and Europe segments. The assets written off included
those related to our withdrawal from coal gasification in Indonesia as well as a project in Ukraine that was
permanently suspended due to Russia's invasion of the country. Of the charge, $5.0 was attributable to a
noncontrolling partner. Also as a result of the invasion, we divested our small industrial gas business in Russia
in fiscal year 2022 and recorded a noncash charge of $73.7 that included transaction costs and cumulative
currency translation losses. Prior to the divestiture, this business was reflected in our Europe segment.
6. ACQUISITION
On 25 May 2023, we entered into an investment agreement with the Government of the Republic of
Uzbekistan and Uzbekneftegaz JSC (“UNG”) to purchase a natural gas-to-syngas processing facility in
Qashqadaryo Province, Uzbekistan, for $1 billion. Under the agreement, Air Products will acquire, own, and
operate the facility and supply all offtake products to UNG under a 15-year on-site contract, with UNG
supplying the feedstock natural gas and utilities. Throughout this term, we receive a fixed monthly fee
(regardless of whether UNG requires the output) comprised of two components: a plant capacity fee and an
operating and maintenance fee.
We are accounting for the transaction as a financing arrangement as we did not obtain accounting control of
the facility due to UNG having the unilateral right to reacquire the facility at the end of the contract term. The
repurchase price on a discounted basis, which consists of the total monthly plant capacity fees received over
the term of the arrangement plus the repurchase option price, exceeds our purchase price. Accordingly, our
progress payments of approximately $920, of which $120 was paid during fiscal year 2024, are reflected within
"Financing receivables" on our consolidated balance sheet as of 30 September 2024.
81
7. REVENUE RECOGNITION
Nature of Goods and Services
The principal activities from which we generate sales from our contracts with customers are described below
with their respective revenue recognition policies. For an overall summary of these policies and discussion on
payment terms and presentation, refer to Note 1, Basis of Presentation and Major Accounting Policies.
Regional Industrial Gases
Our regional industrial gases businesses produce and sell atmospheric gases such as oxygen, nitrogen, and
argon (primarily recovered by the cryogenic distillation of air) and process gases such as hydrogen, helium,
carbon dioxide, carbon monoxide, syngas, and specialty gases. We distribute gases to our sale of gas
customers through different supply modes depending on various factors including the customer's volume
requirements and location. Our supply modes are as follows:
•
On-site Gases—Supply mode associated with customers who require large volumes of gases and have
relatively constant demand. Gases are produced and supplied by large facilities that we construct or
acquire on or near the customers’ facilities or by pipeline systems from centrally located production
facilities. These arrangements are generally governed by 15- to 20-year sale of gas contracts. We also
deliver smaller quantities of product through small on-site plants (cryogenic or non-cryogenic
generators), typically via a 10- to 15-year sale of gas contract. The contracts within this supply mode
generally contain fixed monthly charges and/or minimum purchase requirements with price
escalation provisions that are typically based on external indices. Revenue associated with this supply
mode is generally recognized over time during the period in which we deliver or make available the
agreed upon quantity of goods.
•
Merchant Gases—Supply mode for liquid bulk and packaged gas products. Liquid bulk product is
delivered in bulk in either liquid or gaseous form by tanker or tube trailer and is stored, usually in its
liquid state, in equipment that we typically design and install at the customer’s site for vaporizing into
a gaseous state as needed. Packaged gases customers receive small quantities of product delivered in
either cylinders or dewars. Both liquid bulk and packaged gases sales do not contain minimum
purchase requirements as they are governed by contracts and/or purchase orders that are based on
the customer's requirements. These contracts contain stated terms that are generally five years or
less. Performance obligations associated with this supply mode are satisfied at a point in time when
the customer receives and obtains control of the product, which generally occurs upon delivery.
The timing of revenue recognition for our regional industrial gases businesses is generally consistent with our
right to invoice the customer. Variable components of consideration that may not be resolved within the
month, such as the ability to earn an annual bonus or incur a penalty, are more relevant to on-site contracts
and are considered constrained as they can be impacted by a single significant event such as a plant outage,
which could occur at the end of a contract period. We consider contract modifications on an individual basis to
determine appropriate accounting treatment. However, contract modifications are generally accounted for
prospectively as they relate to distinct goods or services associated with future periods of performance.
We mitigate energy and natural gas price risk contractually through pricing formulas, surcharges, and cost
pass-through arrangements.
Air Products | 2024 Annual Report
82
Equipment
We design and manufacture equipment for air separation, hydrocarbon recovery and purification, and liquid
helium and liquid hydrogen transport and storage. The Corporate and other segment includes activity related
to the sale of cryogenic and gas processing equipment. Through the end of fiscal year 2024, this segment also
reflected sales of natural gas liquefaction equipment associated with the liquefied natural gas process
technology and equipment business that was divested on 30 September 2024.
Our sale of equipment contracts are generally comprised of a single performance obligation as the individual
promised goods or services contained within the contracts are integrated with or dependent upon other
goods or services in the contract for a single output to the customer. Revenue from our sale of equipment
contracts is generally recognized over time as we have an enforceable right to payment for performance
completed to date and our performance under the contract terms does not create an asset with alternative
use. Otherwise, sale of equipment contracts are satisfied at the point in time the customer obtains control of
the equipment, which is generally determined based on the shipping terms of the contract. For contracts
recognized over time, we primarily recognize revenue using a cost incurred input method by which costs
incurred to date relative to total estimated costs at completion are used to measure progress toward
satisfying performance obligations. Costs incurred include those for materials, labor, and overhead and
represent work contributing and proportionate to the transfer of control to the customer.
Since our contracts are generally comprised of a single performance obligation, contract modifications are
typically accounted for as part of the existing contract and are recognized as a cumulative adjustment for the
inception-to-date effect of such change. In addition, changes in estimates on projects accounted for under the
cost incurred input method are recognized as a cumulative adjustment for the inception-to-date effect of such
change. We recorded changes to project estimates that unfavorably impacted operating income by
approximately $175, $115, and $30 in fiscal years 2024, 2023, and 2022, respectively.
Disaggregation of Revenue
The tables below present our consolidated sales disaggregated by supply mode for each of our reportable
segments. We believe this presentation best depicts the nature, timing, type of customer, and contract terms
for our sales.
Americas
Asia
Europe
Middle East
and India
Corporate
and other
Total
%
2024
On-site
$2,844.4
$2,066.4
$910.5
$71.4
$—
$5,892.7
49%
Merchant
2,195.7
1,157.9
1,912.9
63.0
—
5,329.5
44%
Sale of equipment
—
—
—
—
878.4
878.4
7%
Total
$5,040.1
$3,224.3
$2,823.4
$134.4
$878.4 $12,100.6 100%
2023
On-site
$3,143.9
$1,923.0
$1,036.6
$75.7
$—
$6,179.2
49%
Merchant
2,225.4
1,293.1
1,926.5
86.8
—
5,531.8
44%
Sale of equipment
—
—
—
—
889.0
889.0
7%
Total
$5,369.3
$3,216.1
$2,963.1
$162.5
$889.0 $12,600.0 100%
2022
On-site
$3,423.1
$1,833.9
$1,298.2
$77.9
$—
$6,633.1
52%
Merchant
1,945.8
1,309.4
1,787.9
51.6
—
5,094.7
40%
Sale of equipment
—
—
—
—
970.8
970.8
8%
Total
$5,368.9
$3,143.3
$3,086.1
$129.5
$970.8 $12,698.6 100%
Interest income associated with financing and lease arrangements accounted for approximately 1% of our
total consolidated sales in fiscal year 2024 and less than 1% of our total consolidated sales in fiscal years 2023
and 2022.
83
Remaining Performance Obligations
As of 30 September 2024, the transaction price allocated to remaining performance obligations is estimated to
be approximately $26 billion. This amount includes fixed-charge contract provisions associated with our on-
site and sale of equipment supply modes. We estimate that approximately half of this revenue will be
recognized over the next five years and the balance thereafter.
Our remaining performance obligations do not include (1) expected revenue associated with new on-site
plants that are not yet on-stream; (2) consideration associated with contracts that have an expected duration
of less than one year; and (3) variable consideration for which we recognize revenue at the amount to which
we have the right to invoice, including energy cost pass-through to customers.
In the future, actual amounts will differ due to events outside of our control, including, but not limited to,
inflationary price escalations; currency exchange rates; and amended, terminated, or renewed contracts.
Contract Balances
The table below details balances arising from contracts with customers:
30 September
Balance Sheet Location
2024
2023
Assets
Contract assets – current
Other receivables and current assets
$76.2
$124.7
Contract fulfillment costs – current
Other receivables and current assets
103.7
89.0
Liabilities
Contract liabilities – current
Payables and accrued liabilities
$240.0
$413.0
Contract liabilities – noncurrent
Other noncurrent liabilities
290.0
136.9
Contract assets and liabilities result from differences in timing of revenue recognition and customer invoicing.
These balances are reported on the consolidated balance sheets on a contract-by-contract basis at the end of
each reporting period.
Contract assets primarily relate to our sale of equipment contracts for which revenue is recognized over time.
These balances represent unbilled revenue, which occurs when revenue recognized under the measure of
progress exceeds the amount invoiced to our customers. Our ability to invoice the customer for contract asset
balances is not only based on the passage of time, but also the achievement of certain contractual milestones.
Contract fulfillment costs primarily include deferred costs related to sale of equipment projects that cannot be
inventoried and for which we expect to recognize revenue upon transfer of control at project completion or
costs related to fulfilling a specific anticipated contract.
Costs to obtain a contract, or "contract acquisition costs," are capitalized at the time we establish a contract
with the customer. We elected to apply the practical expedient to expense these costs as they are incurred if
the amortization period of the asset that would have otherwise been recognized is one year or less. Our
contract acquisition costs capitalized as of 30 September 2024 and 2023 were not material.
Contract liabilities include advanced payments or right to consideration prior to performance under the
contract and are recognized as revenue when or as we perform. Increases to our contract liabilities primarily
relate to new sale of equipment projects as balances associated with our sale of gas contracts are generally
related to fixed charges and are relatively consistent period over period. During the fiscal year ended 30
September 2024, we recognized sales of approximately $335.0 associated with sale of equipment contracts
that were included within our contract liabilities balance as of 30 September 2023. Advanced payments from
our customers do not represent a significant financing component as these payments are intended for
purposes other than financing, such as to meet working capital demands or to protect us from our customer
failing to meet its obligations under the terms of the contract.
Air Products | 2024 Annual Report
84
8. DISCONTINUED OPERATIONS
During the fourth quarter of fiscal year 2024, we recorded a pre-tax loss from discontinued operations of
$19.4 ($13.9 after tax) to increase our existing liability for retained environmental remediation obligations
associated with the sale of our former Amines business in September 2006. Refer to the "Pace" discussion
within Note 19, Commitments and Contingencies, for additional information. The loss did not have an impact on
our statement of cash flows for the fiscal year ended 30 September 2024.
In fiscal year 2023, income from discontinued operations, net of tax, of $7.4 primarily resulted from a net tax
benefit recorded in the fourth quarter upon release of tax liabilities for uncertain tax positions taken with
respect to the sale of our former Performance Materials Division ("PMD"), which was completed in 2017.
Additionally, our consolidated statement of cash flows for the fiscal year ended 30 September 2023 reflected
cash provided by operating activities of discontinued operations of $0.6 from income tax refunds associated
with the sale.
In fiscal year 2022, income from discontinued operations, net of tax, of $12.6 primarily resulted from a net tax
benefit recorded in the fourth quarter upon release of tax liabilities for uncertain tax positions taken with
respect to the sale of PMD. Additionally, our consolidated statement of cash flows for the fiscal year ended 30
September 2022 reflected cash provided by operating activities of discontinued operations of $59.6 primarily
from income tax refunds associated with the sale.
9. INVENTORIES
The components of inventories are as follows:
30 September
2024
2023
Finished goods
$210.2
$211.6
Work in process
42.2
28.4
Raw materials, supplies, and other
513.6
411.8
Inventories
$766.0
$651.8
10. EQUITY AFFILIATES
"Investment in net assets of and advances to equity affiliates" on our consolidated balance sheets were
$4,792.5 and $4,617.8 as of 30 September 2024 and 2023, respectively. Substantially all our equity method
investments are foreign affiliates.
As of 30 September 2024, our equity affiliates and related ownership percentages were as follows:
Abdullah Hashim Industrial Gases & Equipment Co., Ltd. (25%);
INFRA Group (40%);
Air Products South Africa (Proprietary) Limited (50%);
INOX Air Products Private Limited (50%);
Bangkok Cogeneration Company Limited (49%);
Jazan Integrated Gasification and Power Company (51%);
Bangkok Industrial Gases Co., Ltd. (49%);
Kulim Industrial Gases Sdn. Bhd. (50%);
Chengdu Air & Gas Products Ltd. (50%);
Sapio Produzione Idrogeno Ossigeno S.r.l. (49%);
Helios S.p.A. (49%);
and principally, other industrial gas producers.
Dividends and other distributions received from equity affiliates were $441.7, $344.3, and $285.1 in fiscal
years 2024, 2023, and 2022, respectively.
As of 30 September 2024 and 2023, the amount of investment in companies accounted for by the equity
method included equity method goodwill of $38.7 and $41.3, respectively.
85
Summarized Financial Information
The summarized financial information presented below is on a combined 100% basis and has been compiled
based on the financial statements of our equity affiliates.
30 September
2024
2023
Current assets
$3,197.2 $3,097.1
Noncurrent assets
14,719.8 14,468.2
Current liabilities
1,138.3 1,145.7
Noncurrent liabilities
11,690.4 11,934.0
Fiscal Year Ended 30 September
2024
2023
2022
Net sales
(A)
$5,666.4 $5,192.9 $4,124.4
Gross profit
2,722.0 2,465.5 1,894.0
Operating income
2,149.3 1,847.4 1,320.1
Net income
1,209.5 1,062.9
895.1
(A) Includes financing revenue of $1,128.6, $1,011.3, and $674.6 in fiscal years 2024, 2023, and 2022, respectively. Financing revenue
primarily relates to the JIGPC joint venture discussed below.
Investment in JIGPC
During the first quarter of fiscal year 2022, we made an initial investment of $1.6 billion to acquire a 55%
ownership interest in the JIGPC joint venture, of which 4% is attributable to the noncontrolling partner of APQ.
During the second quarter of fiscal year 2023, we completed a second investment of $908, which did not
change our ownership interest. Our investments were executed to align with the timing of the joint venture's
purchase of project assets. The amounts invested included approximately $130 and $73 received from the
noncontrolling partner of APQ for the first and second investment, respectively. The carrying value of our
investment in JIGPC, including amounts attributable to noncontrolling interests, totaled $2,871.2 and $2,862.2
as of 30 September 2024 and 2023, respectively.
We determined JIGPC is a VIE for which we have an equity interest and exercise significant influence but are
not the primary beneficiary. Refer to Note 3, Variable Interest Entities, for additional information.
Jazan Gas Project Company
Jazan Gas Project Company (“JGPC”), a previous joint venture between Air Products and ACWA Holding, had a
20-year agreement to supply oxygen and nitrogen to Aramco’s oil refinery and power plant in Jazan. The
parties terminated the supply agreement in October 2021, and JGPC sold its air separation units to Aramco.
We initially sold these assets to JGPC and deferred profit proportionate to our 26% ownership in the joint
venture. With the termination of the supply agreement and sale of the air separation units complete, we
recognized the remaining deferred profit, net of other project finalization costs, in equity affiliates’ income in
the first quarter of fiscal year 2022. Additionally, our consolidated statement of cash flows for fiscal year 2022
includes a noncash adjustment of $94.4 to reduce the carrying value of our investment in JGPC to zero and
remove an obligation to make equity contributions to JGPC under an equity bridge loan that was no longer
required.
Equity Method Investment Impairment
During the fourth quarter of fiscal year 2022, we determined there was an other-than-temporary impairment
in two small equity affiliates in the Asia segment. As a result, we recorded a noncash charge of $14.8 to write
down the full carrying value of the investments. This charge is reflected on our consolidated income
statements within “Equity affiliates' income” and was not recorded in segment results.
Air Products | 2024 Annual Report
86
11. PLANT AND EQUIPMENT, NET
The major classes of plant and equipment are as follows:
30 September
Useful life
2024
2023
Land
$312.1
$320.8
Buildings
30 years
1,730.7
1,543.7
Production facilities
(A)
10-20 years
21,245.2
19,593.1
Distribution and other machinery and equipment
(B)
5-25 years
5,472.7
5,129.6
Construction in progress
11,190.2
6,159.1
Plant and equipment, at cost
$39,950.9
$32,746.3
Less: Accumulated depreciation
16,580.0
15,274.2
Plant and equipment, net
$23,370.9
$17,472.1
(A) Depreciable lives of production facilities related to long-term customer supply contracts are generally matched to the
contract lives.
(B) The depreciable lives for various types of distribution equipment are: 10 to 25 years for cylinders, depending on the
nature and properties of the product; 20 years for tanks; generally 7.5 years for customer stations; and 5 to 15 years for
tractors and trailers.
Depreciation expense was $1,419.6, $1,325.8, and $1,302.7 in fiscal years 2024, 2023, and 2022, respectively.
12. GOODWILL
Changes to the carrying amount of consolidated goodwill by segment are as follows:
Americas
Asia
Europe
Middle
East and
India
Corporate
and other
Total
Goodwill, net as of 30 September 2022
$143.2
$172.7
$457.5
$15.8
$33.8
$823.0
Currency translation and other
3.4
(0.8)
36.0
—
0.1
38.7
Goodwill, net as of 30 September 2023
$146.6
$171.9
$493.5
$15.8
$33.9
$861.7
Currency translation and other
(0.3)
2.8
40.8
—
0.1
43.4
Goodwill, net as of 30 September 2024
$146.3
$174.7
$534.3
$15.8
$34.0
$905.1
30 September
2024
2023
2022
Goodwill, gross
$1,199.8
$1,158.4 $1,096.0
Accumulated impairment losses
(A)
(294.7)
(296.7)
(273.0)
Goodwill, net
$905.1
$861.7
$823.0
(A) Accumulated impairment losses are attributable to our Latin America reporting unit ("LASA") within the Americas segment and
include the impact of currency translation.
We review goodwill for impairment annually in the fourth quarter of the fiscal year and whenever events or
changes in circumstances indicate that the carrying value of goodwill might not be recoverable. The
impairment test for goodwill involves an optional assessment of qualitative factors to determine whether it is
more likely than not that the fair value of a reporting unit is less than its carrying value. If qualitative factors
alone are not sufficient to support this conclusion, we perform quantitative testing that involves calculating
the fair value of each reporting unit. If the fair value of the reporting unit is less than its carrying value, the
difference is recorded as a goodwill impairment charge, not to exceed the total amount of goodwill allocated
to that reporting unit. During the fourth quarter of fiscal year 2024, we conducted our annual goodwill
impairment test and concluded that it was more likely than not that the fair value of each reporting unit was
greater than its carrying value.
87
13. INTANGIBLE ASSETS
The table below summarizes the major classes of our intangible assets:
2024
2023
30 September
Gross
Accumulated
Amortization/
Impairment
Net
Gross
Accumulated
Amortization/
Impairment
Net
Finite-lived:
Customer relationships
$524.9
($298.2) $226.7 $507.3
($262.2) $245.1
Patents and technology
32.9
(20.7)
12.2
41.1
(26.7)
14.4
Other
69.3
(32.9)
36.4
76.7
(38.7)
38.0
Total finite-lived intangible assets
$627.1
($351.8) $275.3 $625.1
($327.6) $297.5
Indefinite-lived:
Trade names and trademarks
46.2
(9.9)
36.3
47.2
(10.1)
37.1
Total intangible assets
$673.3
($361.7) $311.6 $672.3
($337.7) $334.6
Amortization expense for intangible assets was $31.5, $32.5, and $35.5 in fiscal years 2024, 2023, and 2022,
respectively. Refer to Note 1, Basis of Presentation and Major Accounting Policies, for the amortization periods
for each major class of intangible assets.
The table below details the amount of amortization expense expected to be recorded for our finite-lived
intangible assets in each of the next five years and thereafter:
2025
$29.4
2026
28.3
2027
27.9
2028
25.6
2029
22.7
Thereafter
141.4
Total
$275.3
Indefinite-lived intangible assets are subject to impairment testing at least annually or more frequently if
events or changes in circumstances indicate that potential impairment exists. The impairment test for
indefinite-lived intangible assets involves an optional assessment of qualitative factors to determine whether
it is more likely than not that the fair value of the asset is less than its carrying value. If qualitative factors
alone are not sufficient to support this conclusion, we perform quantitative testing that involves calculating
the fair value of the indefinite-lived intangible asset. If the fair value of the asset is less than its carrying value,
the difference is recorded as an impairment loss, not to exceed the total carrying value of the asset. During
the fourth quarter of fiscal year 2024, we conducted our annual impairment test and concluded that it was
more likely than not that the fair value of each indefinite-lived intangible asset was greater than its carrying
value.
Air Products | 2024 Annual Report
88
14. LEASES
Lessee Accounting
We are the lessee under various agreements for real estate, vehicles, aircraft, and other equipment that are
accounted for as operating leases. Our finance leases principally relate to the right to use machinery and
equipment and are not material.
Amounts associated with operating leases and their presentation on our consolidated balance sheets are as
follows:
30 September
2024
2023
Operating lease right-of-use assets
$1,047.7
$974.0
Operating lease liabilities
Payables and accrued liabilities
100.3
94.7
Noncurrent operating lease liabilities
677.9
631.1
Total operating lease liabilities
$778.2
$725.8
30 September
2024
2023
Weighted-average remaining lease term in years
(A)
20.0
19.9
Weighted-average discount rate
(B)
2.9%
2.6%
(A) Calculated on the basis of the remaining lease term and the lease liability balance for each lease as of the reporting
date.
(B) Calculated on the basis of the discount rate used to calculate the lease liability for each lease and the remaining balance
of the lease payments for each lease as of the reporting date.
The following maturity analysis of our operating lease liabilities as of 30 September 2024 presents the
undiscounted cash flows for each of the next five years and thereafter with a reconciliation to the lease
liability recognized on our balance sheet:
Operating
Leases
2025
$118.9
2026
91.1
2027
67.0
2028
57.2
2029
48.9
Thereafter
695.9
Total undiscounted lease payments
1,079.0
Imputed interest
(300.8)
Present value of lease liability recognized on balance sheet
$778.2
Operating lease expense was $122.4, $109.9, and $105.3 for fiscal years 2024, 2023, and 2022, respectively.
These amounts do not include short-term and variable lease expenses, which were not material. The impacts
associated with our operating leases on the consolidated statements of cash flows are reflected within "Other
adjustments" within operating activities. This includes the noncash operating lease expense as well as a use of
cash of $154.6, $337.8, and $128.0 for payments on amounts included in the measurement of the lease
liability for fiscal years 2024, 2023, and 2022, respectively. Payments in fiscal year 2023 included a lump-sum
payment of $209 for a land lease associated with the NGHC joint venture. Refer to Note 3, Variable Interest
Entities, for additional information.
We recorded noncash right-of-use asset additions of approximately $159, $150, and $252 in fiscal years 2024,
2023, and 2022, respectively.
89
Lessor Accounting
Certain contracts associated with facilities that are built to provide product to a specific customer have been
accounted for as containing embedded leases. Refer to Note 1, Basis of Presentation and Major Accounting
Policies, for a description of our accounting policy for arrangements in which we are the lessor.
"Lease receivables, net" relate to sales-type leases on certain on-site assets for which payments are collected
over the contract term. The table below details balances associated with our lease receivables:
30 September
2024
2023
Current lease receivables, net
(A)
$74.5
$78.0
Noncurrent lease receivables, net
392.1
494.7
Total lease receivables, net
$466.6
$572.7
(A) Presented within "Other receivables and current assets" on our consolidated balance sheets.
The majority of our leases are of high credit quality and were originated prior to fiscal year 2017. As of 30
September 2024 and 2023, the credit quality of lease receivables did not require a material allowance for
credit losses.
The table below summarizes lease payments collected in fiscal years 2024, 2023, and 2022:
Fiscal Year Ended 30 September
2024
2023
2022
Payments that reduced the lease receivable balance
$122.1
$79.6
$94.0
Payments recognized as interest income
42.6
49.6
59.1
Total lease payments collected
$164.7
$129.2
$153.1
As of 30 September 2024, minimum lease payments expected to be collected were as follows:
2025
$110.3
2026
100.0
2027
86.5
2028
70.2
2029
67.2
Thereafter
203.0
Total
637.2
Unearned interest income
(170.6)
Lease receivables, net
$466.6
Our contracts generally do not have the option to extend or terminate the lease or provide the customer the
right to purchase the asset at the end of the contract term. Instead, renewal of such contracts requires
negotiation of mutually agreed terms by both parties. Unless the customer terminates within the required
notice period, the contract will go into evergreen. Given the long-term duration of our contracts, there is no
assumed residual value for the assets at the end of the lease term.
Air Products | 2024 Annual Report
90
15. FINANCIAL INSTRUMENTS
Currency Price Risk Management
Our earnings, cash flows, and financial position are exposed to foreign currency risk from foreign currency-
denominated transactions and net investments in foreign operations. It is our policy to seek to minimize our
cash flow volatility from changes in currency exchange rates. This is accomplished by identifying and
evaluating the risk that our cash flows will change in value due to changes in exchange rates and by executing
strategies necessary to manage such exposures. Our objective is to maintain economically balanced currency
risk management strategies that provide adequate downside protection.
Forward Exchange Contracts
We enter into forward exchange contracts to reduce the cash flow exposure to foreign currency fluctuations
associated with highly anticipated cash flows and certain firm commitments, such as the purchase of plant
and equipment. We also enter into forward exchange contracts to hedge the cash flow exposure on
intercompany loans and third-party debt. This portfolio of forward exchange contracts consists primarily of
Euros and U.S. Dollars. The maximum remaining term of any forward exchange contract currently outstanding
and designated as a cash flow hedge at 30 September 2024 is 2.5 years.
Forward exchange contracts are also used to hedge the value of investments in certain foreign subsidiaries
and affiliates by creating a liability in a currency in which we have a net equity position. The primary currency
pair in this portfolio of forward exchange contracts is Euros and U.S. Dollars.
We also utilize forward exchange contracts that are not designated as hedges. These contracts are used to
economically hedge foreign currency-denominated monetary assets and liabilities, primarily working capital.
The primary objective of these forward exchange contracts is to protect the value of foreign currency-
denominated monetary assets and liabilities from the effects of volatility in foreign exchange rates that might
occur prior to their receipt or settlement. This portfolio of forward exchange contracts consists of multiple
foreign currency pairs, with a profile that changes from time to time depending on our business activity and
sourcing decisions.
The table below summarizes our outstanding currency price risk management instruments:
2024
2023
30 September
US$
Notional
Years
Average
Maturity
US$
Notional
Years
Average
Maturity
Forward Exchange Contracts
Cash flow hedges
$4,003.2
0.6
$4,463.2
0.7
Net investment hedges
911.4
2.5
864.0
2.5
Not designated
1,880.0
0.3
709.4
0.3
Total Forward Exchange Contracts
$6,794.6
0.8
$6,036.6
0.9
The increase in the notional value of our forward exchange contracts that are not designated is primarily due
to the origination of forward exchange contracts that offset other forward exchange contracts previously
designated as cash flow hedges of intercompany loans. The hedged intercompany loans were repaid early.
We also use foreign currency-denominated debt to hedge the foreign currency exposures of our net
investment in certain foreign subsidiaries. The designated foreign currency-denominated debt and related
accrued interest was €1,905.7 million ($2,121.9) at 30 September 2024 and €1,938.6 million ($2,049.7) at 30
September 2023. The designated foreign currency-denominated debt is presented within "Long-term debt"
and "Current portion of long-term debt" on the consolidated balance sheets.
Debt Portfolio Management
It is our policy to identify, on a continuing basis, the need for debt capital and to evaluate the financial risks
inherent in funding the Company with debt capital. Reflecting the result of this ongoing review, we manage
our debt portfolio and hedging program with the intent to (1) reduce funding risk with respect to borrowings
made by us to preserve our access to debt capital and provide debt capital as required for funding and
liquidity purposes, and (2) manage the aggregate interest rate risk and the debt portfolio in accordance with
certain debt management parameters.
91
Interest Rate Management Contracts
We enter into interest rate swaps to change the fixed/variable interest rate mix of our debt portfolio in order
to maintain the percentage of fixed- and variable-rate debt within the parameters set by management. In
accordance with these parameters, the agreements are used to manage interest rate risks and costs inherent
in our debt portfolio. Our interest rate management portfolio generally consists of fixed-to-floating interest
rate swaps (which are designated as fair value hedges), pre-issuance interest rate swaps and treasury locks
(which hedge the interest rate risk associated with anticipated fixed-rate debt issuances and are designated as
cash flow hedges), and floating-to-fixed interest rate swaps (which are designated as cash flow hedges). As of
30 September 2024, the outstanding interest rate swaps were denominated in U.S. Dollars. The notional
amount of the interest rate swap agreements is equal to or less than the designated debt being hedged.
When interest rate swaps are used to hedge variable-rate debt, the indices of the swaps and the debt to which
they are designated are the same. It is our policy not to enter into any interest rate management contracts
which lever a move in interest rates on a greater than one-to-one basis.
Cross Currency Interest Rate Swap Contracts
We enter into cross currency interest rate swap contracts when our risk management function deems
necessary. These contracts may entail both the exchange of fixed- and floating-rate interest payments
periodically over the life of the agreement and the exchange of one currency for another currency at inception
and at a specified future date. The contracts are used to hedge either certain net investments in foreign
operations or non-functional currency cash flows related to intercompany loans. The current cross currency
interest rate swap portfolio consists of fixed-to-fixed swaps primarily between the U.S. Dollar and each of the
Chinese Renminbi, Indian Rupee, and Chilean Peso.
The table below summarizes our outstanding interest rate management contracts and cross currency interest
rate swaps:
2024
2023
30 September
US$
Notional
Average
Pay %
Average
Receive
%
Years
Average
Maturity
US$
Notional
Average
Pay %
Average
Receive
%
Years
Average
Maturity
Interest rate swaps
(fair value hedge)
$800.0
SOFR
1.64%
3.0
$800.0
SOFR
1.64%
4.0
Interest rate swaps
(cash flow hedge)
(A)
$2,159.3
2.72%
SOFR
21.2
$1,182.5
2.82%
SOFR
22.1
Interest rate swaps
(not designated)
(A)
$461.4
3.27%
SOFR
20.5
$—
—%
—%
0.0
Cross currency interest rate swaps
(net investment hedge)
$16.7
5.39%
3.64%
0.2
$80.8
4.60%
3.65%
0.9
Cross currency interest rate swaps
(cash flow hedge)
$410.6
4.96%
2.80%
1.9
$598.2
4.89%
3.22%
2.2
Cross currency interest rate swaps
(not designated)
$34.7
5.39%
3.64%
0.2
$44.5
5.39%
3.54%
0.2
(A) In May 2023, NGHC entered into floating-to-fixed interest rate swaps designed to hedge long-term variable rate debt facilities available
under non-recourse project financing during the construction period of the NEOM Green Hydrogen Project. During the third quarter of
fiscal year 2024, we discontinued cash flow hedge accounting for certain instruments that will remain de-designated until outstanding
borrowings from the available financing are commensurate with the notional value of the instruments.
The table below provides the amounts recorded on the consolidated balance sheets related to cumulative
basis adjustments for fair value hedges:
Carrying amounts of hedged item
Cumulative hedging adjustment,
included in carrying amount
30 September
2024
2023
2024
2023
Long-term debt
$2,057.1
$2,011.4
($36.6)
($80.5)
Air Products | 2024 Annual Report
92
The tables below summarize the fair value and balance sheet location of our outstanding derivatives.
30 September
Balance Sheet Location
2024
2023
Balance Sheet Location
2024
2023
Derivatives Designated as
Hedging Instruments:
Forward exchange contracts
Other receivables and
current assets
$74.5
$50.2
Payables and accrued
liabilities
$21.6
$94.1
Interest rate management
contracts
Other receivables and
current assets
1.2
13.0
Payables and accrued
liabilities
1.2
—
Forward exchange contracts
Other noncurrent assets
9.6
19.8
Other noncurrent
liabilities
15.6
25.7
Interest rate management
contracts
Other noncurrent assets
34.3
300.8
Other noncurrent
liabilities
40.2
87.0
Total Derivatives
Designated as Hedging
Instruments
$119.6 $383.8
$78.6 $206.8
Derivatives Not Designated
as Hedging Instruments:
Forward exchange contracts
Other receivables and
current assets
$16.5
$6.4
Payables and accrued
liabilities
$21.8
$4.6
Interest rate management
contracts
Other receivables and
current assets
1.7
3.9
Payables and accrued
liabilities
—
—
Forward exchange contracts
Other noncurrent assets
0.2
—
Other noncurrent
liabilities
0.2
—
Interest rate management
contracts
Other noncurrent assets
4.6
—
Other noncurrent
liabilities
—
—
Total Derivatives Not
Designated as Hedging
Instruments
$23.0
$10.3
$22.0
$4.6
Total Derivatives
$142.6 $394.1
$100.6 $211.4
Refer to Note 16, Fair Value Measurements, which defines fair value, describes the method for measuring fair
value, and provides additional disclosures regarding fair value measurements.
The tables below summarize gains (losses) recognized in other comprehensive income during the period
related to our net investment and cash flow hedging relationships:
2024
2023
Net Investment Hedging Relationships
Forward exchange contracts
($23.7)
($39.3)
Foreign currency debt
(107.4)
(99.9)
Cross currency interest rate swaps
(0.8)
(5.9)
Total Amount Recognized in OCI
(131.9)
(145.1)
Tax effects
32.2
35.8
Net Amount Recognized in OCI
($99.7)
($109.3)
Derivatives in Cash Flow Hedging Relationships
Forward exchange contracts
$142.8
$111.1
Forward exchange contracts, excluded components
(31.2)
(18.7)
Other
(A)
(260.4)
325.4
Total Amount Recognized in OCI
(148.8)
417.8
Tax effects
(10.7)
(48.6)
Net Amount Recognized in OCI
($159.5)
$369.2
(A) Other primarily includes interest rate and cross currency interest rate swaps for which excluded components are recognized in
“Payables and accrued liabilities” and “Other receivables and current assets” as a component of accrued interest payable and accrued
interest receivable, respectively. These excluded components are recorded in “Other non-operating income (expense), net” over the life
of the cross currency interest rate swap. Other also includes the recognition of our share of gains and losses, net of tax, related to
interest rate swaps held by our equity affiliates.
93
The tables below summarize the location and amounts recognized in income related to our cash flow and fair
value hedging relationships by contract type:
Sales
Cost of Sales
Interest Expense
Other Non-
Operating Income
(Expense), Net
2024
2023
2024
2023
2024
2023
2024
2023
Total presented in
consolidated income
statements that includes
effects of hedging below
$12,100.6 $12,600.0 $8,168.7 $8,833.0 $218.8 $177.5
($73.8)
($39.0)
(Gain) Loss Effects of Cash
Flow Hedging:
Forward Exchange
Contracts:
Amount reclassified
from OCI into income
$—
($0.6)
$2.4
$4.9
$—
$—
($86.3)
($77.8)
Amount excluded from
effectiveness testing
recognized in earnings
based on amortization
approach
—
—
—
—
—
—
23.5
15.7
Other:
Amount reclassified
from OCI into income
—
—
—
—
3.9
5.5
16.2
(5.2)
Amount reclassified
from OCI into income
due to de-designation
—
—
—
—
—
—
(3.1)
—
Total (Gain) Loss
Reclassified from OCI to
Income
—
(0.6)
2.4
4.9
3.9
5.5
(49.7)
(67.3)
Tax effects
—
0.1
(0.5)
(1.2)
(1.6)
(2.0)
11.8
16.7
Net (Gain) Loss
Reclassified from OCI to
Income
$—
($0.5)
$1.9
$3.7
$2.3
$3.5
($37.9)
($50.6)
(Gain) Loss Effects of Fair
Value Hedging:
Other:
Hedged items
$—
$—
$—
$—
$43.9
($3.4)
$—
$—
Derivatives designated
as hedging instruments
—
—
—
—
(43.9)
3.4
—
—
Total (Gain) Loss
Recognized in Income
$—
$—
$—
$—
$—
$—
$—
$—
Air Products | 2024 Annual Report
94
The table below summarizes the location and amounts recognized in income related to our derivatives not
designated as hedging instruments by contract type:
Other Income
(Expense), Net
Other Non-Operating
Income (Expense), Net
2024
2023
2024
2023
The Effects of Derivatives Not Designated as Hedging Instruments:
Forward exchange contracts
$0.7
($1.0)
$—
($2.4)
De-designated interest rate swaps
—
—
19.4
—
Other
—
—
1.5
0.3
Total (Gain) Loss Recognized in Income
$0.7
($1.0)
$20.9
($2.1)
The amount of unrealized gains and losses related to cash flow hedges as of 30 September 2024 that are
expected to be reclassified to earnings in the next twelve months is not material.
The cash flows related to derivative contracts are generally reported in the operating activities section of the
consolidated statements of cash flows.
Credit Risk-Related Contingent Features
Certain derivative instruments are executed under agreements that require us to maintain a minimum credit
rating with both Standard & Poor’s and Moody’s. If our credit rating falls below this threshold, the
counterparty to the derivative instruments has the right to request full collateralization on the derivatives’ net
liability position. The net liability position of derivatives with credit risk-related contingent features was $47.3
and $94.2 as of 30 September 2024 and 2023, respectively. Because our current credit rating is above the
various pre-established thresholds, no collateral has been posted on these liability positions.
Counterparty Credit Risk Management
We execute financial derivative transactions with counterparties that are highly rated financial institutions, all
of which are investment grade at this time. Some of our underlying derivative agreements give us the right to
require the institution to post collateral if its credit rating falls below the pre-established thresholds with
Standard & Poor’s, Moody’s, or Fitch. The collateral that the counterparties would be required to post was
$57.2 and $345.0 as of 30 September 2024 and 2023, respectively. No financial institution is required to post
collateral at this time, as all have credit ratings at or above threshold.
16. FAIR VALUE MEASUREMENTS
Fair value is defined as an exit price, or the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date.
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three
broad levels as follows:
•
Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.
•
Level 2—Inputs that are observable for the asset or liability, either directly or indirectly through market
corroboration, for substantially the full term of the asset or liability.
•
Level 3—Inputs that are unobservable for the asset or liability based on our own assumptions about
the assumptions market participants would use in pricing the asset or liability.
The methods and assumptions used to measure the fair value of financial instruments are as follows:
Short-term Investments
Short-term investments primarily include time deposits with original maturities greater than three months
and less than one year. We estimated the fair value of our short-term investments, which approximates
carrying value as of the balance sheet date, using Level 2 inputs within the fair value hierarchy. Level 2
measurements were based on current interest rates for similar investments with comparable credit risk and
time to maturity.
95
Derivatives
The fair value of our interest rate management contracts and forward exchange contracts are quantified using
the income approach and are based on estimates using standard pricing models. These models consider the
value of future cash flows as of the balance sheet date, discounted to a present value using discount factors
that match both the time to maturity and currency of the underlying instruments. These standard pricing
models utilize inputs that are derived from or corroborated by observable market data such as interest rate
yield curves as well as currency spot and forward rates; therefore, the fair value of our derivatives is classified
as a Level 2 measurement. On an ongoing basis, we randomly test a subset of our valuations against
valuations received from the transaction’s counterparty to validate the accuracy of our standard pricing
models. Counterparties to these derivative contracts are highly rated financial institutions.
Refer to Note 15, Financial Instruments, for a description of derivative instruments, including details related to
the balance sheet line classifications.
Long-term Debt, Including Related Party
The fair value of our debt is based on estimates using standard pricing models that consider the value of
future cash flows as of the balance sheet date, discounted to a present value using discount factors that
match both the time to maturity and currency of the underlying instruments. These standard valuation
models utilize observable market data such as interest rate yield curves and currency spot rates; therefore,
the fair value of our debt is classified as a Level 2 measurement.
The carrying values and fair values of financial instruments were as follows:
2024
2023
30 September
Carrying Value
Fair Value
Carrying Value
Fair Value
Assets
Derivatives
Forward exchange contracts
$100.8
$100.8
$76.4
$76.4
Interest rate management contracts
41.8
41.8
317.7
317.7
Liabilities
Derivatives
Forward exchange contracts
$59.2
$59.2
$124.4
$124.4
Interest rate management contracts
41.4
41.4
87.0
87.0
Long-term debt, including current
portion and related party
14,144.4
13,897.3
10,046.3
9,173.5
The carrying amounts reported on the consolidated balance sheets for cash and cash items, short-term
investments, trade receivables, payables and accrued liabilities, accrued income taxes, and short-term
borrowings approximate fair value due to the short-term nature of these instruments. Accordingly, these
items have been excluded from the above table.
Air Products | 2024 Annual Report
96
The table below summarizes assets and liabilities on the consolidated balance sheets that are measured at
fair value on a recurring basis:
2024
2023
30 September
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Assets at Fair Value
Derivatives
Forward exchange
contracts
$100.8
$— $100.8
$—
$76.4
$—
$76.4
$—
Interest rate
management
contracts
41.8
—
41.8
—
317.7
—
317.7
—
Total Assets at Fair
Value
$142.6
$— $142.6
$— $394.1
$— $394.1
$—
Liabilities at Fair
Value
Derivatives
Forward exchange
contracts
$59.2
$—
$59.2
$— $124.4
$— $124.4
$—
Interest rate
management
contracts
41.4
—
41.4
—
87.0
—
87.0
—
Total Liabilities at
Fair Value
$100.6
$— $100.6
$— $211.4
$— $211.4
$—
17. DEBT
The table below summarizes our total outstanding debt as reflected on our consolidated balance sheets:
30 September
2024
2023
Short-term borrowings
(A)
$83.5
$259.5
Current portion of long-term debt
611.4
615.0
Long-term debt
13,428.6
9,280.6
Long-term debt – related party
104.4
150.7
Total Debt
$14,227.9
$10,305.8
(A) Balances reflect bank obligations with weighted average interest rates of 4.0% and 5.2% as of 30 September 2024 and 2023,
respectively. The decrease from fiscal year 2023 is primarily due to the repayment of commercial paper.
Related Party Debt
Our related party debt includes loans with our joint venture partners. Total debt owed to related parties was
$304.4 and $328.3 as of 30 September 2024 and 30 September 2023, respectively, of which $200.0 and $177.6,
respectively, was reflected within "Current portion of long-term debt" on our consolidated balance sheets. The
remaining related party debt balance as of 30 September 2024 primarily includes a loan with Lu’An Clean
Energy Company.
Debt Covenants
Various debt agreements to which we are a party include financial covenants and other restrictions, including
restrictions pertaining to the ability to create property liens and enter into certain sale and leaseback
transactions. As of 30 September 2024, we were in compliance with all the financial and other covenants
under our debt agreements.
97
Summary of Long-Term Debt Instruments
The table below summarizes the coupon interest rates, fiscal year maturities, and carrying amounts of our
long-term debt, including current portion and amounts owed to related parties. Variable rates are determined
as of 30 September 2024.
Payable in U.S. Dollars
Medium-term Notes (weighted average rate)
Series E 7.6%
2026
$17.2
$17.2
Senior Notes
Note 3.35%
2024
—
400.0
Note 1.50%
2026
550.0
550.0
Note 1.85%
2027
650.0
650.0
Note 4.60%
2029
750.0
—
Note 2.05%
2030
900.0
900.0
Note 4.75%
2031
600.0
—
Note 4.80%
2033
600.0
600.0
Note 4.85%
2034
1,150.0
—
Note 2.70%
2040
750.0
750.0
Note 2.80%
2050
950.0
950.0
Other (weighted average rate)
Variable-rate industrial revenue bonds 3.38%
2035 to 2050
618.9
618.9
Other variable-rate 7.11%
2025
38.8
41.4
Payable in Other Currencies
Eurobonds 1.000%
2025
334.0
317.2
Eurobonds 0.500%
2028
556.7
528.6
Eurobonds 0.800%
2032
556.7
528.6
Eurobonds 4.000%
2035
779.4
740.1
Saudi Riyal Loan Facility variable-rate 7.35%
2027
451.1
451.1
Saudi Riyal Loan Facility 2.00%
2026 to 2034
222.2
192.1
New Taiwan Dollar Loan Facility 1.86%
2025 to 2028
131.5
167.5
New Taiwan Dollar Loan Facility 2.66%
2026 to 2029
190.6
186.1
New Taiwan Dollar Loan Facility variable-rate 2.72%
2026 to 2030
94.8
3.1
Other 4.07% (weighted average rate)
2033 to 2034
9.4
—
Related Party Debt
Chinese Renminbi 5.5%
2025 to 2027
279.8
313.5
Chinese Renminbi 5.7%
2033
24.6
14.8
Non-Recourse Debt Associated With NGHC
(A)
2027 to 2053
3,271.8
1,364.8
Finance Lease Obligations (weighted average rate)
Foreign 10.8%
2025 to 2036
8.0
7.5
Total Principal Amount
$14,485.5
$10,292.5
Less: Unamortized discount and debt issuance costs
304.5
165.7
Less: Fair value hedge accounting adjustments
(B)
36.6
80.5
Total Long-term Debt
$14,144.4
$10,046.3
Less: Current portion of long-term debt
611.4
615.0
Less: Long-term debt – related party
104.4
150.7
Long-term Debt
$13,428.6
$9,280.6
30 September
Maturities
2024
2023
(A) Refer to Note 3, Variable Interest Entities, for additional information.
(B) Refer to Note 15, Financial Instruments, for additional information.
Principal maturities of long-term debt, including current portion and amounts owed to related parties, in each
of the next five years and thereafter are as follows:
2025
$611.6
2026
716.3
2027
1,292.5
2028
760.5
2029
977.7
Thereafter
10,126.9
Total
$14,485.5
Air Products | 2024 Annual Report
98
Interest
The table below reconciles interest incurred to interest expense as presented on our consolidated income
statements. Capitalized interest represents the portion of interest incurred that we include in the cost of new
plant and equipment that we build during the year.
Fiscal Year Ended 30 September
2024
2023
2022
Interest incurred
$507.9
$292.9
$169.0
Less: Capitalized interest
289.1
115.4
41.0
Interest expense
$218.8
$177.5
$128.0
Cash paid for interest, net of amounts capitalized, was $198.2, $131.5, and $128.5 in fiscal years 2024, 2023,
and 2022, respectively.
Issuance of Green Senior Notes
In February 2024, we issued green senior notes with an aggregate principal amount of $2.5 billion in a
registered public offering. The proceeds from the notes were reduced by deferred financing charges and
discounts of approximately $20, which are being amortized through interest expense over the life of the
underlying bonds. We intend to use the net proceeds to finance or refinance existing or future projects that
are expected to have environmental benefits as defined under our Green Finance Framework.
The interest rate, maturity, and carrying amount as of 30 September 2024 for each of these notes are
summarized in the table below:
Fiscal Year
Maturities
30 September
2024
Senior Note 4.600%
2029
$750.0
Senior Note 4.750%
2031
600.0
Senior Note 4.850%
2034
1,150.0
Total
$2,500.0
Credit Facilities
2024 Credit Agreements
In March 2024, we entered into a five-year $3.0 billion revolving credit agreement maturing 31 March 2029
(the “2024 Five-Year Credit Agreement”) as well as a 364-day $500.0 revolving credit agreement maturing 27
March 2025 that we have the ability to convert into a term loan maturing 27 March 2026 (the “2024 364-Day
Credit Agreement” and, together with the 2024 Five-Year Credit Agreement, the “2024 Credit Agreements”).
Both of the 2024 Credit Agreements are syndicated facilities that provide a source of liquidity and support our
commercial paper program through availability of senior unsecured debt to us and certain of our subsidiaries.
As of 30 September 2024, no borrowings were outstanding under either of the 2024 Credit Agreements.
Borrowings under both of the 2024 Credit Agreements bear interest at quoted market rates plus varying
spreads based on our public debt ratings. Each of the 2024 Credit Agreements also requires a commitment
fee on unused commitments based on our public debt ratings. There are no financial maintenance covenants
in either of the 2024 Credit Agreements.
The 2024 Five-Year Credit Agreement replaced our previous $2.75 billion revolving credit agreement (the
“2021 Credit Agreement”), which was terminated upon execution of the 2024 Five-Year Credit Agreement. No
borrowings were outstanding under the 2021 Credit Agreement at the time of its termination, and no early
termination penalties were incurred.
Foreign Credit Facilities
We also have credit facilities available to certain of our foreign subsidiaries totaling $1,223.9, of which $1,129.0
was borrowed and outstanding as of 30 September 2024. The amount borrowed and outstanding as of 30
September 2023 was $1,041.4.
99
18. RETIREMENT BENEFITS
We and certain of our subsidiaries sponsor defined benefit pension plans and defined contribution plans that
cover a substantial portion of our worldwide employees. The principal defined benefit pension plans are the
U.S. salaried pension plan and the U.K. pension plan. These plans were closed to new participants in 2005,
after which defined contribution plans were offered to new employees. The principal defined contribution
plan is the Retirement Savings Plan, in which a substantial portion of the U.S. employees participate. A similar
plan is offered to U.K. employees. We also provide other postretirement benefits consisting primarily of
healthcare benefits to U.S. retirees who meet age and service requirements.
Defined Benefit Pension Plans
Pension benefits earned are generally based on years of service and compensation during active employment.
The components of net periodic cost (benefit) for our defined benefit pension plans for fiscal years 2024,
2023, and 2022 were as follows:
Fiscal Year Ended 30 September
2024
2023
2022
U.S.
Inter-
national
Total
U.S.
Inter-
national
Total
U.S.
Inter-
national
Total
Service cost
$9.6
$11.3 $20.9 $10.9
$12.3 $23.2 $18.3
$21.5 $39.8
Non-service cost (benefit):
Interest cost
134.9
60.0 194.9 129.9
59.9 189.8 73.9
28.9 102.8
Expected return on plan assets (120.1)
(47.3) (167.4) (127.1)
(49.2) (176.3) (168.3)
(67.4) (235.7)
Prior service cost amortization
1.1
0.9
2.0
1.2
0.7
1.9
1.3
—
1.3
Actuarial loss amortization
57.3
12.9 70.2
59.7
11.6
71.3 66.0
14.7 80.7
Settlements
1.1
1.2
2.3
1.4
0.6
2.0
6.0
0.2
6.2
Curtailments
—
—
—
—
(1.9)
(1.9)
—
—
—
Other
—
0.9
0.9
—
0.9
0.9
—
1.3
1.3
Net Periodic Cost (Benefit)
$83.9
$39.9 $123.8 $76.0
$34.9 $110.9 ($2.8)
($0.8) ($3.6)
Our service costs are primarily included within "Cost of sales" and "Selling and administrative expense" on our
consolidated income statements. The amount of service costs capitalized in fiscal years 2024, 2023 and 2022
were not material. The non-service related impacts are presented outside operating income within "Other
non-operating income (expense), net."
Certain of our pension plans provide for a lump sum benefit payment option at the time of retirement, or for
corporate officers, six months after their retirement date. A participant’s vested benefit is considered settled
upon cash payment of the lump sum. We recognize pension settlement losses when cash payments exceed
the sum of the service and interest cost components of net periodic cost (benefit) of the plan for the fiscal
year. We recognized pension settlement losses of $1.1, $1.4 and $6.0 in fiscal years 2024, 2023 and 2022,
respectively, to accelerate recognition of a portion of actuarial losses deferred in accumulated other
comprehensive loss associated with the U.S. supplementary pension plan.
We calculate net periodic cost (benefit) for a given fiscal year based on assumptions developed at the end of
the previous fiscal year. The following table sets forth the weighted average assumptions used in the
calculation of net periodic cost (benefit):
2024
2023
2022
U.S. International
U.S. International
U.S. International
Discount rate – Service cost
6.1%
5.3%
5.7%
4.6%
3.0%
1.9%
Discount rate – Interest cost
6.0%
5.1%
5.5%
5.0%
2.3%
1.6%
Expected return on plan assets
5.8%
4.3%
5.8%
4.2%
5.8%
4.0%
Rate of compensation increase
3.5%
3.4%
3.5%
3.4%
3.5%
3.3%
Air Products | 2024 Annual Report
100
The projected benefit obligation ("PBO") is the actuarial present value of benefits attributable to employee
service rendered to date, including the effects of estimated future salary increases. The following table sets
forth the weighted average assumptions used in the calculation of the PBO:
2024
2023
U.S.
International
U.S.
International
Discount rate
5.0%
4.6%
6.0%
5.1%
Rate of compensation increase
3.5%
3.4%
3.5%
3.4%
The following tables reflect the change in the PBO and the change in the fair value of plan assets based on the
plan year measurement date, as well as the amounts recognized in the consolidated balance sheets:
2024
2023
U.S.
International
U.S.
International
Change in Projected Benefit Obligation
Obligation at beginning of year
$2,348.8
$1,162.4
$2,450.8
$1,137.5
Service cost
9.6
11.3
10.9
12.3
Interest cost
134.9
60.0
129.9
59.9
Amendments
1.3
—
0.3
7.0
Actuarial loss (gain)
296.2
50.7
(68.3)
(80.1)
Curtailments
—
—
—
(14.8)
Settlements
(3.6)
(8.6)
(4.7)
(3.4)
Participant contributions
—
0.7
—
0.8
Benefits paid
(174.1)
(55.8)
(170.1)
(52.8)
Currency translation and other
—
118.0
—
96.0
Obligation at End of Year
$2,613.1
$1,338.7
$2,348.8
$1,162.4
2024
2023
U.S.
International
U.S.
International
Change in Plan Assets
Fair value at beginning of year
$2,299.0
$1,134.0
$2,404.0
$1,122.0
Actual return on plan assets
404.4
154.5
61.4
(52.7)
Settlements
(3.6)
(8.6)
(4.7)
(3.4)
Company contributions
7.3
27.4
8.4
24.2
Participant contributions
—
0.7
—
0.8
Benefits paid
(174.1)
(55.8)
(170.1)
(52.8)
Currency translation and other
—
122.3
—
95.9
Fair Value at End of Year
$2,533.0
$1,374.5
$2,299.0
$1,134.0
Funded Status at End of Year
($80.1)
$35.8
($49.8)
($28.4)
2024
2023
U.S.
International
U.S.
International
Amounts Recognized
Noncurrent assets
$45.3
$154.7
$36.2
$83.8
Accrued liabilities
7.3
0.9
5.3
0.6
Noncurrent liabilities
118.1
118.0
80.7
111.6
Net Liability Recognized
($80.1)
$35.8
($49.8)
($28.4)
101
The changes in plan assets and benefit obligation that have been recognized in other comprehensive income
on a pretax basis during fiscal years 2024 and 2023 consist of the following:
2024
2023
U.S.
International
U.S.
International
Net actuarial loss (gain) arising during the period
$11.9
($56.5)
($2.6)
$7.0
Amortization of net actuarial loss
(58.4)
(14.1)
(61.1)
(12.2)
Prior service cost arising during the period
1.3
—
0.3
7.0
Amortization of prior service (cost) credit
(1.1)
(0.9)
(1.2)
1.2
Total
($46.3)
($71.5)
($64.6)
$3.0
The net actuarial gains and losses represent the actual changes in the estimated obligation and plan assets
that have not yet been recognized in the consolidated income statements and are included in accumulated
other comprehensive loss. Actuarial losses arising during fiscal year 2024 are primarily attributable to higher
than expected returns on plan assets that were partially offset by lower discount rates. Accumulated actuarial
gains and losses that exceed a corridor are amortized over the average remaining service period of active U.S.
participants, which was approximately six years as of 30 September 2024. For U.K. participants, accumulated
actuarial gains and losses that exceed a corridor are amortized over the average remaining life expectancy,
which was approximately 22 years as of 30 September 2024.
The components recognized in accumulated other comprehensive loss on a pretax basis at 30 September
consisted of the following:
2024
2023
U.S.
International
U.S.
International
Net actuarial loss
$415.3
$435.8
$461.8
$506.4
Prior service cost
5.8
11.0
5.6
11.9
Net transition liability
—
0.4
—
0.4
Total
$421.1
$447.2
$467.4
$518.7
The accumulated benefit obligation ("ABO") is the actuarial present value of benefits attributed to employee
service rendered to a particular date, based on current salaries. The ABO for all defined benefit pension plans
was $3,860.4 and $3,429.1 as of 30 September 2024 and 2023, respectively.
The following table provides information on pension plans where the benefit liability exceeds the value of plan
assets:
2024
2023
30 September
U.S. International
U.S. International
Pension Plans with PBO in Excess of Plan Assets:
PBO
$2,446.5
$326.1
$2,194.5
$295.1
Fair value of plan assets
2,321.1
207.2
2,108.5
182.9
PBO in excess of plan assets
$125.4
$118.9
$86.0
$112.2
Pension Plans with ABO in Excess of Plan Assets:
ABO
$2,394.5
$139.8
$47.1
$144.3
Fair value of plan assets
2,321.1
42.0
—
56.3
ABO in excess of plan assets
$73.4
$97.8
$47.1
$88.0
The tables above include several pension arrangements that are not funded because of jurisdictional practice.
The ABO and PBO related to these plans as of 30 September 2024 were $55.4 and $59.9, respectively. As of 30
September 2024, the U.S. salaried pension plan had both a PBO and ABO in excess of plan assets. As of 30
September 2023, the U.S. salaried pension plan had plan assets in excess of ABO.
Air Products | 2024 Annual Report
102
Pension Plan Assets
Our pension plan investment strategy is to invest in diversified portfolios to earn a long-term return consistent
with acceptable risk in order to pay retirement benefits and meet regulatory funding requirements while
minimizing company cash contributions over time. De-risking strategies are also employed for closed plans as
funding improves, generally resulting in higher allocations to long duration bonds. The plans invest primarily
in passive and actively managed equity and debt securities. Equity investments are diversified geographically
and by investment style and market capitalization. Fixed income investments include sovereign, corporate and
asset-backed securities generally denominated in the currency of the plan. The U.S. and U.K. plans' investment
managers are authorized to utilize derivatives to manage interest and inflation exposure.
Asset allocation targets are established based on the long-term return, volatility and correlation characteristics
of the asset classes, the profiles of the plans’ liabilities, and acceptable levels of risk. As of 30 September 2024,
the U.S pension plan was at target with respect to the fixed income securities portfolio. We continue to
monitor the investment portfolio and various investment markets and will take action accordingly. Assets are
routinely rebalanced through contributions, benefit payments, and otherwise as deemed appropriate. The
actual and target allocations at the measurement date are as follows:
2024 Target Allocation
2024 Actual Allocation
2023 Actual Allocation
U.S.
International
U.S.
International
U.S.
International
Asset Category
Equity securities
16 - 27%
5 - 22%
20%
14%
19%
19%
Fixed income securities
66 - 80%
78 - 95%
73%
86%
72%
80%
Real estate and other
4 - 7%
—%
6%
—%
8%
—%
Cash
—%
—%
1%
—%
1%
1%
Total
100%
100%
100%
100%
In fiscal year 2024, the 5.8% expected return for U.S. plan assets was based on a weighted average of
estimated long-term returns of major asset classes and the historical performance of plan assets. In
determining the estimated long-term asset class returns, we take into account historical long-term returns
and the value of active management, as well as other economic and market factors, and input from our
actuaries and investment advisors.
In fiscal year 2024, the 4.3% expected rate of return for international plan assets was based on a weighted
average return for plans outside the U.S., which vary significantly in size, asset structure and expected returns.
The expected asset return for the U.K. plan, which represents approximately 80% of the assets of our
International plans, was 4.3% and was derived from expected equity and debt security returns.
103
The table below summarizes pension plan assets measured at fair value by asset class (see Note 16, Fair Value
Measurements, for definition of the levels):
2024
2023
30 September
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
U.S. Qualified Pension Plans
Cash and cash equivalents
$14.7
$14.7
$—
$—
$14.6
$14.6
$—
$—
Equity securities
320.0
320.0
—
—
143.0
143.0
—
—
Equity mutual funds
—
—
—
—
105.2
105.2
—
—
Equity pooled funds
204.7
—
204.7
—
187.8
—
187.8
—
Fixed income securities
1,844.7
— 1,844.7
— 1,661.8
— 1,661.8
—
Total U.S. Qualified Pension
Plans at Fair Value
$2,384.1 $334.7 $2,049.4
$— $2,112.4 $262.8 $1,849.6
$—
Real estate pooled funds
(A)
148.9
186.6
Total U.S. Qualified Pension
Plans
$2,533.0
$2,299.0
International Pension Plans
Cash and cash equivalents
$3.6
$3.6
$—
$—
$8.0
$8.0
$—
$—
Equity pooled funds
192.1
—
192.1
—
218.5
—
218.5
—
Fixed income pooled funds
971.6
—
858.0
113.6
724.6
—
630.4
94.2
Other pooled funds
19.4
—
19.4
—
17.1
—
17.1
—
Insurance contracts
187.8
—
—
187.8
165.8
—
—
165.8
Total International Pension
Plans
$1,374.5
$3.6 $1,069.5 $301.4 $1,134.0
$8.0 $866.0 $260.0
(A) Real estate pooled funds consist of funds that invest in properties. These funds generally allow for quarterly redemption
with 30 days' notice. Timing for redemption could be delayed based on the priority of our request and the availability of
funds. Interests in these funds are valued using the net asset value ("NAV") per share practical expedient and are not
classified in the fair value hierarchy.
The table below summarizes changes in fair value of the pension plan assets classified as Level 3:
Insurance
Contracts
Fixed Income
Pooled Funds
Total Level 3
Balance at 30 September 2022
$155.5
$53.5
$209.0
Purchases, sales, and settlements, net
(3.7)
34.5
30.8
Actual return on plan assets held at end of year
14.0
6.2
20.2
Balance at 30 September 2023
$165.8
$94.2
$260.0
Purchases, sales, and settlements, net
(4.9)
(7.5)
(12.4)
Actual return on plan assets held at end of year
26.9
26.9
53.8
Balance at 30 September 2024
$187.8
$113.6
$301.4
The descriptions and fair value methodologies for the U.S. and International pension plan assets are as
follows:
Cash and Cash Equivalents
The carrying amounts of cash and cash equivalents approximate fair value due to the short-term maturity.
Equity Securities
Equity securities are valued at the closing market price reported on a U.S. or international exchange where the
security is actively traded and are therefore classified as Level 1 assets.
Equity Mutual Funds
Shares of mutual funds are valued at the daily closing price as reported by the fund. The mutual funds are
required to publish their daily NAV and to transact at that price. The mutual funds are deemed to be actively
traded and are classified as Level 1 assets.
Air Products | 2024 Annual Report
104
Equity Pooled Funds
Units of pooled funds are valued at the per unit NAV determined by the fund manager based on the value of
the underlying traded holdings and are classified as Level 2 assets.
Fixed Income Securities
Corporate and government bonds, and related fixed income securities, are classified as Level 2 assets, as they
are either valued at quoted market prices from observable pricing sources at the reporting date or valued
based upon comparable securities with similar yields and credit ratings. U.S. plan fixed income investments
primarily include U.S. corporate bonds, U.S. treasury investments, interest rate swaps, total return swaps, and
U.S. treasury future contracts.
Fixed Income Pooled Funds
Fixed income pooled funds are classified as either Level 2 or Level 3 assets depending on the underlying
investments of the fund. Fixed income pooled funds classified as Level 2 assets may hold government bonds,
index linked bonds, corporate bonds, cash, and derivative instruments. The NAV of these assets is based on
quoted market pricing from observable pricing sources or valued based upon comparable securities with
similar yields, credit ratings, or factors as of the reporting date. Fixed income pooled funds classified as Level 3
may hold high yield bonds, emerging market debt, loans, structured credit, and other instruments. Due to the
limited market activity of the underlying securities, the NAV of these assets is based on the fund manager's
estimate of the fair value of the shares held as of the reporting date.
Other Pooled Funds
Other pooled funds are classified as Level 2 assets, as they are valued at the NAV of the shares held at year
end, which is based on the fair value of the underlying investments.
Insurance Contracts
Insurance contracts are classified as Level 3 assets, as they are carried at contract value, which approximates
the estimated fair value. The estimated fair value is based on the fair value of the underlying investment of the
insurance company and discount rates that require inputs with limited observability.
Contributions and Projected Benefit Payments
Pension contributions to funded plans and benefit payments for unfunded plans for fiscal year 2024 were
$34.7. Contributions for funded plans resulted primarily from contractual and regulatory requirements.
Benefit payments to unfunded plans were due primarily to the timing of retirements. We anticipate
contributing $30 to $40 to the defined benefit pension plans in fiscal year 2025. These contributions are
anticipated to be driven primarily by contractual and regulatory requirements for funded plans and benefit
payments for unfunded plans, which are dependent upon timing of retirements.
Projected benefit payments, which reflect expected future service, are as follows:
U.S.
International
2025
$182.5
$60.5
2026
183.0
63.7
2027
185.7
67.0
2028
188.1
68.5
2029
190.2
69.8
2030-2034
954.5
385.7
These estimated benefit payments are based on assumptions about future events. Actual benefit payments
may vary significantly from these estimates.
105
Defined Contribution Plans
We maintain a non-leveraged employee stock ownership plan ("ESOP") which forms part of the Air Products
and Chemicals, Inc. Retirement Savings Plan ("RSP"). The ESOP was established in May of 2002. The balance of
the RSP is a qualified defined contribution plan including a 401(k) elective deferral component. A substantial
portion of U.S. employees are eligible and participate.
We treat dividends paid on ESOP shares as ordinary dividends. Under existing tax law, we may deduct
dividends which are paid with respect to shares held by the plan. Shares of our common stock in the ESOP
totaled 1,690,227 as of 30 September 2024.
Our contributions to the RSP include a Company core contribution for certain eligible employees who do not
receive their primary retirement benefit from the defined benefit pension plans, with the core contribution
based on a percentage of pay that is dependent on years of service. For the RSP, we also make matching
contributions on overall employee contributions as a percentage of the employee contribution and include an
enhanced contribution for certain eligible employees that do not participate in the defined benefit pension
plans. Worldwide contributions expensed to income in fiscal years 2024, 2023, and 2022 were $82.6, $71.5,
and $60.6, respectively.
Other Postretirement Benefits
We provide other postretirement benefits consisting primarily of healthcare benefits to certain U.S. retirees
who meet age and service requirements. The healthcare benefit is a continued medical benefit until the
retiree reaches age 65. Healthcare benefits are contributory, with contributions adjusted periodically. The
retiree medical costs are capped at a specified dollar amount, with the retiree contributing the remainder. The
cost of these benefits was not material in fiscal years 2024, 2023, and 2022. Accumulated postretirement
benefit obligations as of the end of fiscal years 2024 and 2023 were $12.0 and $14.0, respectively, of which
$3.1 and $3.7 were current obligations, respectively.
We recognize changes in other postretirement benefit plan obligations in other comprehensive income on a
pretax basis. During fiscal years 2024 and 2023 we recognized a loss of $1.7 and $0.1, respectively, that arose
during the period, and $0.5 and $2.0 of net actuarial gain amortization, respectively.
The net actuarial gain recognized in accumulated other comprehensive loss on a pretax basis was $0.2 and
$2.4 as of 30 September 2024 and 2023, respectively.
19. COMMITMENTS AND CONTINGENCIES
Litigation
We are involved in various legal proceedings, including commercial, competition, environmental, intellectual
property, regulatory, product liability, and insurance matters. We do not currently believe there are any legal
proceedings for which it is reasonably possible, individually or in the aggregate, to have a material impact on
our financial condition, results of operations, or cash flows.
In September 2010, the Brazilian Administrative Council for Economic Defense ("CADE") issued a decision
against our Brazilian subsidiary, Air Products Brasil Ltda., and several other Brazilian industrial gas companies
for alleged anticompetitive activities. CADE imposed a civil fine of R$179.2 (approximately $33 at 30
September 2024) on Air Products Brasil Ltda. This fine was based on a recommendation by a unit of the
Brazilian Ministry of Justice, following an investigation beginning in 2003, which alleged violation of
competition laws with respect to the sale of industrial and medical gases. The fines are based on a percentage
of our total revenue in Brazil in 2003.
We have denied the allegations made by the authorities and filed an appeal in October 2010 with the Brazilian
courts. On 6 May 2014, our appeal was granted and the fine against Air Products Brasil Ltda. was dismissed.
CADE has appealed that ruling and the matter remains pending. We, with advice of our outside legal counsel,
have assessed the status of this matter and have concluded that, although an adverse final judgment after
exhausting all appeals is possible, such a judgment is not probable. As a result, no provision has been made in
the consolidated financial statements. 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 (approximately $33 at 30 September 2024) plus
interest accrued thereon until final disposition of the proceedings.
Air Products | 2024 Annual Report
106
Additionally, during the third quarter of fiscal year 2024, we settled a dispute regarding energy management
charges related to a severe winter weather storm that impacted the U.S. Gulf Coast in February 2021. As a
result of the settlement, we recognized a gain of $7.7 that is reflected within "Other income (expense), net" on
our consolidated income statements for the twelve months ended 30 September 2024. We collected the
settlement in full in July 2024.
Environmental
In the normal course of business, we are involved in legal proceedings under the Comprehensive
Environmental Response, Compensation, and Liability Act ("CERCLA," the federal Superfund law), Resource
Conservation and Recovery Act ("RCRA"), and similar state environmental laws relating to the designation of
certain sites for investigation or remediation. Presently, there are 26 sites on which a final settlement or
remediation has not been achieved where we, usually along with others, have been designated a potentially
responsible party by environmental authorities or are otherwise engaged in investigation or remediation,
including cleanup activity at certain of our former manufacturing sites. We continually monitor these sites for
which we have environmental exposure.
Accruals for environmental loss contingencies are recorded when it is probable that a liability has been
incurred and the amount of loss can be reasonably estimated. The consolidated balance sheets at 30
September 2024 and 30 September 2023 included an accrual of $79.1 and $64.5, respectively, primarily as
part of other noncurrent liabilities. The environmental liabilities will be paid over a period of up to 30 years.
We estimate the exposure for environmental loss contingencies to range from $79 to a reasonably possible
upper exposure of $92 as of 30 September 2024.
Actual costs to be incurred at identified sites in future periods may vary from the estimates, given inherent
uncertainties in evaluating environmental exposures. Using reasonably possible alternative assumptions of
the exposure level could result in an increase to the environmental accrual. Due to the inherent uncertainties
related to environmental exposures, a significant increase to the reasonably possible upper exposure level
could occur if a new site is designated, the scope of remediation is increased, a different remediation
alternative is identified, or a significant increase in our proportionate share occurs. We do not expect that any
sum we may have to pay in connection with environmental matters in excess of the amounts recorded or
disclosed above would have a material adverse impact on our financial position or results of operations in any
one year.
Pace
At 30 September 2024, $54.7 of the environmental accrual was related to the Pace facility.
In 2006, we sold our Amines business, which included operations at Pace, Florida, and recognized a liability for
retained environmental obligations associated with remediation activities at Pace. We are required by the
Florida Department of Environmental Protection ("FDEP") and the United States Environmental Protection
Agency ("USEPA") to continue our remediation efforts. We recognized a before-tax expense of $42 in fiscal
year 2006 in results from discontinued operations and recorded an environmental accrual of $42 in
continuing operations on the consolidated balance sheets.
In the first quarter of 2015, we entered into a consent order with the FDEP requiring us to continue our
remediation efforts at the Pace facility and complete a cost review every five years. In the fourth quarter of
fiscal year 2024, we completed an updated cost review of the environmental remediation status at the Pace
facility. Based on our review, we expect ongoing activities to continue for an additional five years for an
aggregate period of 30 years. Additionally, we increased our estimate of near-term spending for an improved
groundwater recovery system and future annual costs due to higher inflation. As a result of these changes, we
increased our environmental accrual for this site by $19.4 in continuing operations on the consolidated
balance sheets and recognized a before-tax expense of $19.4 in results from discontinued operations.
107
We have implemented many of the remedial corrective measures at the Pace facility required under the 1995
consent orders issued by the FDEP and the USEPA. Contaminated soils have been bioremediated, and the
treated soils have been secured in a lined on-site corrective action management unit. Several groundwater
recovery systems have been installed to contain and remove contamination from groundwater. We completed
an extensive assessment of the site to determine the efficacy of existing measures, what additional corrective
measures may be needed, and whether newer remediation technologies that were not available in the 1990s
might be better suited for groundwater remediation. Based on assessment results, we completed a focused
feasibility study that has identified alternative approaches that may more effectively remove contaminants.
We continue to review alternative remedial approaches with the FDEP, and we completed additional field work
during 2021 to support the design of an improved groundwater recovery system and well network. This
network targets areas of higher contaminant concentration and avoids areas of high groundwater iron which
has proven to be a significant operability issue for the project. In the fourth quarter of fiscal year 2024, we
completed an updated cost review which resulted in a change in assumptions regarding future operating
costs as discussed above. The costs we are incurring based on the fiscal year 2024 review are higher than our
previous estimates. The design of the optimized recovery system was completed in 2024 with construction
expected to begin in fiscal year 2025. In fiscal years 2025 and 2026, we expect to connect the additional
groundwater recovery wells and ancillary equipment to the existing groundwater recovery system.
Pasadena
At 30 September 2024, $10.3 of the environmental accrual was related to a production facility site in
Pasadena, Texas.
During fiscal year 2012, management committed to permanently shutting down our polyurethane
intermediates ("PUI") production facility in Pasadena, Texas. In shutting down and dismantling the facility, we
have undertaken certain obligations related to soil and groundwater contaminants. We have been pumping
and treating groundwater to control off-site contaminant migration in compliance with regulatory
requirements and under the approval of the Texas Commission on Environmental Quality ("TCEQ"). We
estimate that the pump and treat system will continue to operate until 2042.
We continue to perform additional work to address other environmental obligations at the site. This additional
work includes remediating, as required, impacted soils, investigating groundwater west of the former PUI
facility, continuing post closure care for two closed RCRA surface impoundment units, and maintaining
engineering controls. Additionally, we have conducted an interim corrective action to treat impacted soils as
recommended in the TCEQ 2019 Annual Report. In 2012, we estimated the total exposure at this site to be
$13. There have been no significant changes to the estimated exposure.
Asset Retirement Obligations
Our asset retirement obligations are primarily associated with long-term on-site supply contracts under which
we have built a facility on land owned by the customer and are obligated to remove the facility at the end of
the contract term. The retirement of assets includes the contractually required removal of a long-lived asset
from service and encompasses the sale, removal, abandonment, recycling, or disposal of the assets as
required at the end of the contract term. These obligations are primarily reflected within "Other noncurrent
liabilities" on the consolidated balance sheets. The timing and/or method of settlement of these obligations
are conditional on a future event that may or may not be within our control.
Changes to the carrying amount of our asset retirement obligations were as follows:
Balance at 30 September 2022
$274.7
Additional accruals
20.4
Liabilities settled
(8.8)
Accretion expense
11.4
Currency translation adjustment
(0.4)
Balance at 30 September 2023
$297.3
Additional accruals
33.3
Liabilities settled
(13.7)
Accretion expense
12.0
Currency translation adjustment
5.8
Balance at 30 September 2024
$334.7
Air Products | 2024 Annual Report
108
Warranties and Guarantees
We do not expect that any sum we may have to pay in connection with warranties and guarantees will have a
material adverse effect on our consolidated financial condition, liquidity, or results of operations.
Warranties
We, in the normal course of business operations, have issued product warranties related to equipment sales.
Also, contracts often contain standard terms and conditions which typically include a warranty and
indemnification to the buyer that the goods and services purchased do not infringe on third-party intellectual
property rights. The provision for estimated future costs relating to warranties is not material to the
consolidated financial statements.
Guarantees
To date, no equity contributions or payments have been made since the inception of the guarantees
discussed below. The fair value of these guarantees is not material.
We issued performance guarantees as a condition of project financing associated with the NEOM Green
Hydrogen Project that would require us to pay up to approximately $0.9 billion in the event of
nonperformance in our role as EPC contractor. Our exposure will decline over time before expiring in
November 2028. Refer to Note 3, Variable Interest Entities, for additional information regarding the project.
We also have a long-term sale of equipment contract with the JIGPC joint venture to engineer, procure, and
construct the industrial gas facilities that will supply gases to Aramco. We provided bank guarantees to the
joint venture to support our performance under the contract. As of 30 September 2024, our maximum
potential payments were $244.5.
Unconditional Purchase Obligations
We are obligated to make future payments under unconditional purchase obligations as summarized below:
2025
$7,514
2026
2,357
2027
570
2028
620
2029
624
Thereafter
4,206
Total
$15,891
Approximately $8.8 billion of our unconditional purchase obligations relate to open purchase orders for plant
and equipment, of which approximately $3 billion relates to the NEOM Green Hydrogen Project. Although
open purchase orders are considered enforceable and legally binding, the terms generally allow us the option
to reschedule, cancel, or otherwise modify based on our business needs. We have estimated the timing of
these payments in the table above; however, timing of actual satisfaction of the obligations may vary.
Approximately $6.2 billion of our unconditional purchase obligations relate to helium and rare gases. The
majority of these obligations occur after fiscal year 2029. Helium purchases include crude feedstock supply to
helium refining plants in North America as well as refined helium purchases from sources around the world.
As a rare byproduct of natural gas production in the energy sector, these helium sourcing agreements are
medium- to long-term and contain take-if-tendered provisions. The refined helium is distributed globally and
sold as a merchant gas, primarily under medium-term requirements contracts. While contract terms in our
helium sourcing contracts are generally longer than our customer sales contracts, helium is a rare gas used in
applications with few or no substitutions because of its unique physical and chemical properties.
Our unconditional purchase obligations also include commitments for power and natural gas supply as well as
feedstock supply for numerous HyCO (hydrogen, carbon monoxide, and syngas) facilities. Our long-term sales
contracts to customers are generally matched to the term of these obligations and provide recovery of price
increases. As a result, we do not believe these purchase obligations would have a material effect on our
financial condition or results of operations.
109
20. CAPITAL STOCK
Common Stock
Authorized common stock consists of 300 million shares with a par value of $1 per share. As of 30 September
2024, 249 million shares were issued, with 222 million issued and outstanding.
On 15 September 2011, the Board of Directors authorized the repurchase of up to $1.0 billion of our
outstanding common stock. This program does not have a stated expiration date. If we repurchase shares
pursuant to this authorization, we may do so under Rules 10b5-1 and 10b-18 under the Securities Exchange
Act through repurchase agreements established with one or more brokers. We have not purchased any of our
outstanding shares under this program since fiscal year 2013. As of 30 September 2024, $485.3 in share
repurchase authorization remained available.
A summary of the changes in common shares issued and outstanding in fiscal year 2024 is presented below:
Fiscal Year Ended 30 September
2024
2023
2022
Number of common shares, beginning of year
222,199,845 221,838,696 221,396,755
Issuance of treasury shares for stock option and award plans
172,573
361,149
441,941
Number of common shares, end of year
222,372,418 222,199,845 221,838,696
Preferred Stock
Authorized preferred stock consisted of 25 million shares with a par value of $1 per share. There were no
preferred shares issued or outstanding as of 30 September 2024 and 2023.
21. SHARE-BASED COMPENSATION
Our outstanding share-based compensation programs include deferred stock units and stock options. During
the fiscal year ended 30 September 2024, we granted market-based and time-based deferred stock units. We
have not issued stock option awards since fiscal year 2015. Under all programs, the terms of the awards are
fixed at the grant date. We issue shares from treasury stock upon the payout of deferred stock units and the
exercise of stock options. As of 30 September 2024, there were 0.9 million shares available for future grant
under our Long-Term Incentive Plan ("LTIP"), which is shareholder approved.
Share-based compensation cost recognized on the consolidated income statements is summarized below:
2024
2023
2022
Before-tax share-based compensation cost
$61.7
$60.7
$49.5
Income tax benefit
(14.9)
(14.6)
(12.1)
After-tax share-based compensation cost
$46.8
$46.1
$37.4
Before-tax share-based compensation cost is primarily included in "Selling and administrative expense" on
our consolidated income statements. The amount of share-based compensation cost capitalized in fiscal years
2024, 2023, and 2022 was not material.
Deferred Stock Units
We have granted deferred stock units to executives, selected employees, and outside directors. These
deferred stock units entitle the recipient to one share of common stock upon vesting, which is conditioned, for
employee recipients, on continued employment during the deferral period and may be conditioned on
achieving certain performance targets. We grant deferred stock unit awards with a two- to five-year deferral
period that are subject to payout upon death, disability, or retirement. Deferred stock units issued to outside
directors are paid after their service on the Board of Directors ends at the time elected by the director (not to
exceed ten years after service ends). We generally expense the grant-date fair value of these awards on a
straight-line basis over the vesting period; however, expense recognition is accelerated for retirement eligible
individuals who meet the requirements for vesting upon retirement. We have elected to account for
forfeitures as they occur, rather than to estimate them. Forfeitures have not been significant historically.
Air Products | 2024 Annual Report
110
Market-based deferred stock units vest as long as the employee continues to be employed by the Company
and upon the achievement of the performance target. The performance target, which is approved by the
Compensation Committee, is our share price appreciation and dividends paid, or "total shareholder return," in
relation to the S&P 500 Index over a three-year performance period beginning 1 October of the fiscal year of
grant. We granted 102,120, 85,612, and 74,364 market-based deferred stock units in fiscal years 2024, 2023,
and 2022, respectively.
The fair value of market-based deferred stock units was estimated using a Monte Carlo simulation model as
these equity awards are tied to a market condition. The model utilizes multiple input variables that determine
the probability of satisfying the market condition stipulated in the grant and calculates the fair value of the
awards. We generally expense the grant-date fair value of these awards on a straight-line basis over the
vesting period. The estimated grant-date fair value of market-based deferred stock units was $302.10,
$502.03, and $427.23 per unit in fiscal years 2024, 2023, and 2022, respectively. The calculation of the fair
value of market-based deferred stock units used the following assumptions:
2024
2023
2022
Expected volatility
25.0%
32.5%
30.5%
Risk-free interest rate
4.3%
4.0%
0.8%
Expected dividend yield
2.6%
2.4%
2.1%
In addition, in fiscal year 2024, we granted 146,947 time-based deferred stock units at a weighted average
grant-date fair value of $270.86. In fiscal years 2023 and 2022, we granted 119,954 and 120,996 time-based
deferred stock units at a weighted average grant-date fair value of $308.91 and $278.67, respectively.
A summary of deferred stock unit activity in fiscal year 2024 is presented below:
Shares (000)
Weighted Average
Grant-
Date Fair Value
Deferred stock units outstanding at 30 September 2023
700
$282.60
Granted
249
283.67
Paid out
(100)
226.55
Forfeited
(91)
252.23
Adjusted
—
—
Deferred stock units outstanding at 30 September 2024
758
$293.99
Cash payments made for deferred stock units totaled $2.7, $3.6, and $5.5 in fiscal years 2024, 2023, and 2022,
respectively. As of 30 September 2024, there was $71.4 of unrecognized compensation cost related to
deferred stock units. This cost is expected to be recognized over a weighted average period of 1.6 years. The
total fair value of deferred stock units paid out during fiscal years 2024, 2023, and 2022, including shares
vested in prior periods, was $24.1, $45.3, and $92.9, respectively.
Stock Options
We have granted awards of options to purchase common stock to executives and selected employees. The
exercise price of stock options equals the market price of our stock on the date of the grant. As of 30
September 2024, there was no unrecognized compensation cost as all stock option awards were fully vested.
A summary of stock option activity in fiscal year 2024 is presented below:
Shares (000)
Weighted Average
Exercise Price
Stock options outstanding and exercisable at 30 September 2023
294
$120.42
Exercised
(240)
117.30
Stock options outstanding and exercisable at 30 September 2024
54
$134.54
111
The weighted average remaining contractual term of stock options outstanding and exercisable at 30
September 2024 was 0.2 years. The aggregate intrinsic value of these stock options was $8.7, which
represents the amount by which our closing stock price of $297.74 per share as of 30 September 2024
exceeds the exercise price multiplied by the number of in-the-money options outstanding or exercisable. The
intrinsic value of stock options exercised during fiscal years 2024, 2023, and 2022 was $35.1, $53.5, and $20.2,
respectively.
Compensation cost is generally recognized over the stated vesting period consistent with the terms of the
arrangement, which is either on a straight-line or graded-vesting basis. Expense recognition is accelerated for
retirement-eligible individuals who would meet the requirements for vesting of awards upon their retirement.
Cash received from option exercises during fiscal year 2024 was $7.9. The total tax benefit realized from stock
option exercises in fiscal year 2024 was $8.3, of which $6.9 was the excess tax benefit.
22. ACCUMULATED OTHER COMPREHENSIVE LOSS
The table below summarizes changes in accumulated other comprehensive loss ("AOCL"), net of tax,
attributable to Air Products:
Derivatives
qualifying
as hedges
Foreign
currency
translation
adjustments
Pension and
postretirement
benefits
Total
Balance at 30 September 2021
($28.3)
($893.8)
($593.8) ($1,515.9)
Other comprehensive loss before reclassifications
(120.3)
(1,230.5)
(112.2) (1,463.0)
Amounts reclassified from AOCL
91.4
7.3
64.8
163.5
Net current period other comprehensive loss
($28.9)
($1,223.2)
($47.4) ($1,299.5)
Amount attributable to noncontrolling interests
14.7
(44.6)
0.6
(29.3)
Balance at 30 September 2022
($71.9)
($2,072.4)
($641.8) ($2,786.1)
Other comprehensive income (loss) before
reclassifications
369.2
151.1
(8.9)
511.4
Amounts reclassified from AOCL
(43.9)
(0.3)
53.8
9.6
Net current period other comprehensive income
$325.3
$150.8
$44.9
$521.0
Amount attributable to noncontrolling interests
192.3
(8.3)
0.3
184.3
Balance at 30 September 2023
$61.1
($1,913.3)
($597.2) ($2,449.4)
Other comprehensive (loss) income before
reclassifications
(159.5)
381.5
32.0
254.0
Amounts reclassified from AOCL
(33.7)
(1.5)
55.9
20.7
Net current period other comprehensive (loss) income
($193.2)
$380.0
$87.9
$274.7
Amount attributable to noncontrolling interests
(159.3)
12.0
0.3
(147.0)
Balance at 30 September 2024
$27.2
($1,545.3)
($509.6) ($2,027.7)
Air Products | 2024 Annual Report
112
The table below summarizes the reclassifications out of AOCL and the affected line item on the consolidated
income statements:
Fiscal Year Ended 30 September
2024
2023
2022
(Gain) Loss on Cash Flow Hedges, net of tax
Sales
$—
($0.5)
$0.5
Cost of sales
1.9
3.7
(0.4)
Interest expense
2.3
3.5
3.6
Other non-operating income (expense), net
(37.9)
(50.6)
87.7
Total (Gain) Loss on Cash Flow Hedges, net of tax
($33.7)
($43.9)
$91.4
Currency Translation Adjustment
Gain on sale of business
($1.5)
$—
$—
Business and asset actions
—
(0.3)
5.1
Income from discontinued operations, net of tax
—
—
2.2
Currency Translation Adjustment
($1.5)
($0.3)
$7.3
Pension and Postretirement Benefits, net of tax
(A)
$55.9
$53.8
$64.8
(A) The components of net periodic benefit cost reclassified out of AOCL include items such as prior service cost
amortization, actuarial loss amortization, settlements, and curtailments and are included in “Other non-operating
income (expense), net” on the consolidated income statements. Refer to Note 18, Retirement Benefits, for additional
information.
23. EARNINGS PER SHARE
The table below details the computation of basic and diluted earnings per share ("EPS"):
Fiscal Year Ended 30 September
2024
2023
2022
Numerator
Net income from continuing operations
$3,842.1
$2,292.8
$2,243.5
Net (loss) income from discontinued operations
(13.9)
7.4
12.6
Net Income attributable to Air Products
$3,828.2
$2,300.2
$2,256.1
Denominator (in millions)
Weighted average common shares — Basic
222.5
222.3
222.0
Effect of dilutive securities
Employee stock option and other award plans
0.3
0.4
0.5
Weighted average common shares — Diluted
222.8
222.7
222.5
Per Share Data
(A) (U.S. Dollars per share)
Basic EPS from continuing operations
$17.27
$10.31
$10.11
Basic EPS from discontinued operations
(0.06)
0.03
0.06
Basic EPS attributable to Air Products
$17.21
$10.35
$10.16
Diluted EPS from continuing operations
$17.24
$10.30
$10.08
Diluted EPS from discontinued operations
(0.06)
0.03
0.06
Diluted EPS attributable to Air Products
$17.18
$10.33
$10.14
(A) EPS is calculated independently for each component and may not sum to total EPS due to rounding.
113
Diluted EPS attributable to Air Products reflects the potential dilution that could occur if stock options or other
share-based awards were exercised or converted into common stock. The dilutive effect is computed using
the treasury stock method, which assumes all share-based awards are exercised, and the hypothetical
proceeds from exercise are used by the Company to purchase common stock at the average market price
during the period. To the extent they would have been dilutive, the incremental shares, or the difference
between shares assumed to be issued versus purchased, are included in the denominator of the diluted EPS
calculation. Antidilutive outstanding share-based awards were not material in fiscal years 2024, 2023 and
2022.
24. INCOME TAXES
The table below summarizes income from U.S. and foreign operations before taxes:
2024
2023
2022
United States income
$2,602.5
$1,050.5
$947.9
Foreign income
1,571.0
1,227.6
1,325.3
Equity affiliates' income
647.7
604.3
481.5
Income from continuing operations before taxes
$4,821.2
$2,882.4
$2,754.7
The table below details the components of our income tax provision:
2024
2023
2022
Current Tax Provision
Federal
$550.3
$167.6
$149.1
State
109.2 41.0
30.1
Foreign
354.7
367.3
289.3
Total current tax provision
$1,014.2
$575.9
$468.5
Deferred Tax (Benefit) Provision
Federal
(97.8)
(12.5)
15.6
State
(15.0)
(5.8)
(1.9)
Foreign
43.5
(6.4)
18.6
Total Deferred Tax (Benefit) Provision
(69.3)
(24.7)
32.3
Total Income Tax Provision
$944.9
$551.2
$500.8
Cash Paid for Taxes (Net of Cash Refunds)
Income tax payments, net of refunds, were $615.9, $645.2, and $369.2 in fiscal years 2024, 2023, and 2022,
respectively. Fiscal year 2023 and 2022 reflect income tax refunds associated with discontinued operations of
$0.6 and $59.6, respectively. Income tax payments for fiscal year 2024 include cash paid to purchase $50.0 of
transferable tax credits that were used to offset estimated tax payments in 2024. Additional income tax
payments related to the gain on the sale of the LNG business will be paid in fiscal year 2025.
U.S. Tax Cuts and Jobs Act
On 22 December 2017, the United States enacted the U.S. Tax Cuts and Jobs Act (the “Tax Act” or "Tax
Reform"), which significantly changed existing U.S. tax laws, including a reduction in the federal corporate
income tax rate to 21%, a deemed repatriation tax on unremitted foreign earnings, as well as other changes.
As of 30 September 2024, our outstanding liability for the deemed repatriation tax was $101.8, of which $60.8
is presented within noncurrent liabilities on our consolidated balance sheets. We are paying this obligation in
installments over two remaining years.
Air Products | 2024 Annual Report
114
Effective Tax Rate
The effective tax rate equals the income tax provision divided by income from continuing operations before
taxes. A reconciliation of the differences between the United States federal statutory tax rate and the effective
tax rate is provided below:
(Percent of income before taxes)
2024
2023
2022
U.S. federal statutory tax rate
21.0%
21.0%
21.0%
State taxes, net of federal benefit
1.5
1.0
0.8
Income from equity affiliates
(2.4)
(3.8)
(3.4)
Foreign tax differentials
0.3
0.7
0.7
Tax on foreign repatriated earnings
—
0.5
0.7
Share-based compensation
(0.1)
(0.3)
(0.7)
Business and asset actions
—
0.7
0.1
Other
(0.7)
(0.7)
(1.0)
Effective Tax Rate
19.6%
19.1%
18.2%
The sale of our LNG business resulted in a gain of $1,575.6, which increased our income from continuing
operations before taxes. This increase diluted the impact of recurring effective tax rate reconciling items for
fiscal year 2024.
Equity affiliates’ income, which is primarily presented net of income taxes on our consolidated income
statements, favorably impacts our effective tax rate. This impact decreased in fiscal year 2024 despite an
overall increase in equity affiliates' income. The reduced impact is the result of the increase in our income
from continuing operations before taxes caused primarily by the sale of our LNG business. See Note 10, Equity
Affiliates, for additional information.
Foreign tax differentials represent the differences between foreign earnings subject to foreign tax rates that
are different than the U.S. federal statutory rate and include tax holidays and incentives. Our income tax
holidays relate to operations in jurisdictions that provide reduced income tax rates for certain qualifying
activities and are conditioned upon us satisfying certain requirements.
Tax on foreign repatriated earnings includes costs related to U.S. taxation of foreign operations, foreign
taxation on the current and future repatriation of foreign earnings, and a U.S. benefit for related foreign tax
credits. The impact has decreased primarily due to an increase in our U.S. benefit for foreign tax credits.
Share-based compensation reflects the impact from recognition of $3.6, $10.2, and $18.3 of excess tax
benefits in our provision for income taxes during fiscal years 2024, 2023, and 2022, respectively.
During fiscal year 2023, we recorded a charge to net income for business and asset actions of $244.6 ($204.9
attributable to Air Products after tax). Refer to Note 5, Business and Asset Actions, for additional information.
The charge included certain losses for which we could not recognize an income tax benefit and were subject
to a valuation allowance of $36.0. Partially offsetting the valuation allowance cost was a $15.9 income tax
benefit from a tax election related to a non-U.S. subsidiary. Fiscal year 2024 includes business and asset
actions recorded at applicable statutory income tax rates.
115
Deferred Tax Assets and Liabilities
The significant components of deferred tax assets and liabilities are as follows:
30 September
2024
2023
Gross Deferred Tax Assets
Tax loss carryforwards
$132.2
$141.8
Revenue recognition
100.3
38.8
Reserves and accruals
83.1
65.2
Retirement benefits and compensation accruals
62.5
75.2
Tax credits and other tax carryforwards
45.5
46.2
Currency losses
12.6
—
Valuation allowance
(158.4)
(153.3)
Other
44.6
42.5
Deferred Tax Assets
$322.4
$256.4
Gross Deferred Tax Liabilities
Plant and equipment
$1,205.8
$1,192.0
Currency gains
—
20.6
Unremitted earnings of foreign entities
103.4
72.0
Partnership and other investments
19.2
18.6
Intangible assets
17.3
48.5
Other
8.8
11.1
Deferred Tax Liabilities
$1,354.5
$1,362.8
Net Deferred Income Tax Liability
$1,032.1
$1,106.4
Deferred tax assets and liabilities are included within the consolidated balance sheets as follows:
2024
2023
Deferred Tax Assets
Other noncurrent assets
$127.8
$159.6
Deferred Tax Liabilities
Deferred income taxes
1,159.9
1,266.0
Net Deferred Income Tax Liability
$1,032.1
$1,106.4
Deferred tax assets for "Tax loss carryforwards" decreased primarily due to the utilization of substantially all
U.S. capital losses carryforwards against the gain on sale of our LNG business. The deferred tax assets for
"Reserves and accruals" were impacted by changes in tax deferred deductions. Deferred tax assets for
"Currency losses" changed from "Currency gains" in the prior year primarily due to movements in unrealized
foreign currency losses for income tax purposes. Deferred tax assets for "Revenue recognition" increased
primarily due to timing differences on proceeds associated with the sale of the LNG business.
Deferred tax liabilities related to "Plant and equipment" increased due to the impact of accelerated tax
depreciation deductions in excess of book depreciation. Deferred tax liabilities related to "Intangible assets"
decreased primarily due to the impact of capitalizing research and development expenditures for U.S tax
purposes. "Unremitted earnings of foreign entities" increased primarily due to the realization of an income tax
benefit from a tax election related to a non-U.S. subsidiary that was a deferred benefit in the prior year.
As of 30 September 2024, we had the following deferred tax assets for certain tax credits:
Jurisdiction
Gross Tax Asset
Expiration Period
U.S. State
$2.7
2025 - 2038
U.S. Federal
19.7
2030 - 2034
Credits in Foreign Jurisdictions
18.1
2025 - 2033; Indefinite
Of the $18.1 credits in foreign jurisdictions, $18.0 have indefinite carryforward periods.
Air Products | 2024 Annual Report
116
As of 30 September 2024, we had the following loss carryforwards:
Jurisdiction
Gross Loss
Carryforward
Expiration Period
U.S. State Net Operating Loss
$206.7
2025 - 2040
Foreign Net Operating Loss
347.3
2025 - 2041; Indefinite
Foreign Capital Loss
214.0
Indefinite
Of the $347.3 of foreign net operating loss carryforwards, $99.7 have indefinite carryforward periods.
The valuation allowance was $158.4 and $153.3 as of 30 September 2024 and 2023, respectively. As of 30
September 2024, the balance primarily related to $43.8 of foreign loss carryforwards and credits, $18.2 of U.S.
federal foreign income tax credits, $53.5 related to foreign capital losses, and $39.9 related to other deferred
tax assets including those established during fiscal year 2023 from our Business and Asset Actions. If events
warrant the reversal of the valuation allowance, it would result in a reduction of tax expense. We believe it is
more likely than not that future earnings and reversal of deferred tax liabilities will be sufficient to utilize our
deferred tax assets, net of existing valuation allowance, as of 30 September 2024.
We record income taxes on the undistributed earnings of our foreign subsidiaries and corporate joint
ventures unless those earnings are indefinitely reinvested. Such earnings may be subject to foreign
withholding and other taxes. The cumulative undistributed earnings that are considered to be indefinitely
reinvested in foreign subsidiaries and corporate joint ventures are included in retained earnings on the
consolidated balance sheets and amounted to $9.2 billion as of 30 September 2024. An estimated $845.3 in
additional foreign withholding and other income taxes would be due if these earnings were remitted as
dividends.
Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of the unrecognized tax benefits, which excludes interest
and penalties, is as follows:
2024
2023
2022
Unrecognized tax benefits balance at beginning of year
$96.5
$103.5
$140.3
Additions for tax positions of the current year
14.6
10.9
7.4
Additions for tax positions of prior years
1.4
1.2
6.6
Reductions for tax positions of prior years
(0.3)
(6.0)
(15.4)
Settlements
(3.7)
(3.9)
(0.6)
Statute of limitations expiration
(9.9)
(10.6)
(25.5)
Foreign currency translation
2.4
1.4
(9.3)
Unrecognized tax benefits balance at end of year
$101.0
$96.5
$103.5
Of our unrecognized tax benefits as of 30 September 2024, $80.3 would impact the effective tax rate from
continuing operations if recognized.
In fiscal year 2022, reserves for unrecognized tax benefits decreased $25.5 due to statute of limitation
expirations. We released reserves of $17.2 related to the sale of PMD. Upon release of the reserves, we
recorded income tax benefits of $14.8 as a component of discontinued operations. The PMD reserve was net
of related deferred tax assets of $2.4. In fiscal year 2023 we released an additional $5.2 of reserves related to
the sale of PMD. Fiscal year 2022 also reflects a $15.4 reduction for tax positions of prior years. This was
primarily due to a $10.6 reduction caused by changes to income tax rates.
Interest and penalties related to unrecognized tax benefits are recorded as a component of income tax
expense and totaled $1.8, $5.0, and $1.2 in fiscal years 2024, 2023, and 2022, respectively. Our accrued
balance for interest and penalties was $28.5 and $26.3 as of 30 September 2024 and 2023, respectively.
117
Income Tax Examinations
We are currently under examination in a number of tax jurisdictions. It is reasonably possible that a change in
our unrecognized tax benefits may occur in fiscal year 2025 if any of these examinations are resolved during
the next twelve months. However, quantification of an estimated range cannot be made as of the date of this
report.
We generally remain subject to examination in the following major tax jurisdictions for the years indicated
below:
Major Tax Jurisdiction
Open Tax Years
North America
United States – Federal
2018 - 2024
United States – State
2013 - 2024
Canada
2018 - 2024
Europe
France
2021 - 2024
Netherlands
2019 - 2024
Spain
2017 - 2024
United Kingdom
2021 - 2024
Middle East
Saudi Arabia
2019 - 2024
Asia
China
2011 - 2024
South Korea
2015 - 2024
Taiwan
2019 - 2024
Latin America
Chile
2020 - 2024
Air Products | 2024 Annual Report
118
25. SUPPLEMENTAL INFORMATION
Related Party Transactions
We have related party sales to some of our equity affiliates and joint venture partners as well as other income
primarily from fees charged for use of Air Products' patents and technology. Sales to and other income from
related parties totaled approximately $350, $380, and $300 for the fiscal years ended 30 September 2024,
2023, and 2022, respectively. Sales agreements with related parties include terms that are consistent with
those that we believe would have been negotiated at an arm’s length with an independent party. As of 30
September 2024 and 2023, our consolidated balance sheets included related party trade receivables of
approximately $120 and $80, respectively.
Refer to Note 17, Debt, for information concerning debt owed to related parties.
Supplemental Balance Sheet Information
Other Receivables and Current Assets
30 September
2024
2023
Derivative instruments
$93.9
$73.5
Value added tax receivable
195.9
209.6
Contract fulfillment costs
103.7
89.0
Contract assets
76.2
124.7
Current lease receivables
74.5
78.0
Current financing receivables
—
50.0
Other
66.6
97.3
Other receivables and current assets
$610.8 $722.1
Other Noncurrent Assets
30 September
2024
2023
World Energy deferred project costs
$329.4 $202.9
Pension benefits
200.0
120.0
Deferred tax assets
127.8
159.6
Prepaid tax
41.0
22.2
Investments other than equity method
67.1
66.9
Deferred financing fees
4.6
58.8
Derivative instruments
48.7
320.6
Other
352.9
278.9
Other noncurrent assets
$1,171.5 $1,229.9
Payables and Accrued Liabilities
30 September
2024
2023
Trade creditors
$1,451.6 $1,212.9
Contract liabilities
240.0
413.0
Dividends payable
393.6
388.9
Accrued payroll and employee benefits
257.2
284.4
Accrued interest
120.6
106.4
Current lease obligations
100.3
94.7
Derivative instruments
44.6
98.7
Pension and postretirement benefits
11.3
9.6
Other
307.0
281.5
Payables and accrued liabilities
$2,926.2 $2,890.1
119
Other Noncurrent Liabilities
30 September
2024
2023
Asset retirement obligations
$322.9 $285.1
Pension benefits
236.1
192.3
Postretirement benefits
8.9
10.3
Derivative instruments
56.0
112.7
Long-term accrued income taxes related to U.S. tax reform
60.8
109.4
Contingencies related to uncertain tax positions
98.5
89.6
Contract liabilities
290.0
136.9
Environmental liabilities
67.2
50.2
Other
210.1
131.5
Other noncurrent liabilities
$1,350.5 $1,118.0
26. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION
During the fiscal year ended 30 September 2024, we managed our operations, assessed performance, and
reported earnings under the following reportable segments:
•
Americas;
•
Asia;
•
Europe;
•
Middle East and India; and
•
Corporate and other.
Our reportable segments reflect the manner in which our chief operating decision maker reviews results and
allocates resources. We evaluate the performance of our segments based upon segment operating income.
Except for the Corporate and other segment, each reportable segment meets the definition of an operating
segment and does not include the aggregation of multiple operating segments. Our Corporate and other
segment includes the aggregation of two operating segments that meet the aggregation criteria under GAAP.
Industrial Gases – Regional
Our industrial gases business is organized and operated regionally in the Americas, Asia, Europe, and Middle
East and India segments. This business produces and sells gases to diversified customers in dozens of
industries, including those in refining, chemicals, metals, electronics, manufacturing, medical, and food. Our
industrial gas portfolio includes atmospheric gases such as oxygen, nitrogen, and argon; process gases such
as hydrogen, helium, carbon dioxide, carbon monoxide, and syngas (a mixture of hydrogen and carbon
monoxide), and specialty gases. We offer our industrial gas products through either the on-site gases supply
mode or the merchant gases supply mode, both of which are described in Note 7, Revenue Recognition.
The industrial gases business develops, builds, and operates equipment for the production or processing of
gases. Electricity is the largest cost component in the production of atmospheric gases. To produce hydrogen,
carbon monoxide, and syngas, steam methane reformers use natural gas as the primary raw material, while
gasifiers use liquid and solid hydrocarbons as the primary raw material. We mitigate electricity, natural gas,
and hydrocarbon price fluctuations contractually through pricing formulas, surcharges, cost pass-through
provisions, and tolling arrangements.
Each of the regional industrial gases segments competes against global industrial gas companies as well as
regional competitors. Competition in industrial gases is based primarily on price, reliability of supply, and the
development of industrial gas applications. We derive a competitive advantage in locations where we have
pipeline networks, which enable us to provide reliable and economic supply of products to our larger
customers.
Air Products | 2024 Annual Report
120
Corporate and other
The Corporate and other segment includes sales of cryogenic and gas processing equipment for air
separation that is sold worldwide to customers in a variety of industries, including chemical and petrochemical
manufacturing, oil and gas recovery and processing, and steel and primary metals processing. Our Corporate
and other segment also includes the results of our turbo machinery and distribution sale of equipment
businesses. Through 30 September 2024, this segment also included the results of the LNG process
technology and equipment business that was divested during the fourth quarter of fiscal year 2024. Refer to
Note 4, Gain on Sale of Business, for additional information. Competition for our sale of equipment businesses
is based primarily on plant efficiency and technological performance, service, technical know-how, and price,
as well as schedule and plant performance guarantees.
Our Corporate and other segment also incurs costs to provide corporate support functions and global
management activities that benefit all segments. These costs include those for product development, research
and development, and administrative support. The results of our Corporate and other segment also include
income and expense not directly associated with the regional segments, such as foreign exchange gains and
losses.
In addition to assets of the global businesses included in this segment, other assets include cash and cash
items, short-term investments, deferred tax assets, and financial instruments.
Equity Affiliates
Our reporting segments include our share of the results of several joint ventures accounted for under the
equity method. The largest of these joint ventures operate in Algeria, China, India, Italy, Mexico, Saudi Arabia,
South Africa, and Thailand.
Customers
We do not have a homogeneous customer base or end market, and no single customer accounts for more
than 10% of our consolidated sales.
121
Business Segment Information
Americas
Asia
Europe
Middle East
and India
Corporate
and other
Total
2024
Sales
$5,040.1 $3,224.3 $2,823.4
$134.4
$878.4 $12,100.6
(A)
Operating income (loss)
1,565.1
859.2
810.0
5.9
(292.7)
2,947.5
(B)
Depreciation and amortization
699.3
471.0
207.1
26.6
47.1
1,451.1
Equity affiliates' income
158.8
32.9
88.1
347.5
20.4
647.7
(B)
Expenditures for long-lived assets
2,733.1
574.8
865.2
2,517.5
106.1
6,796.7
Investments in net assets of and
advances to equity affiliates
472.9
322.9
573.8
3,317.7
105.2
4,792.5
Total assets
12,383.8
7,436.5
5,849.2
8,477.4
5,427.7 39,574.6
2023
Sales
$5,369.3 $3,216.1 $2,963.1
$162.5
$889.0 $12,600.0
(A)
Operating income (loss)
1,439.7
906.5
663.4
16.9
(287.3)
2,739.2
(B)
Depreciation and amortization
649.3
433.5
196.2
27.5
51.8
1,358.3
Equity affiliates' income
109.2
29.7
102.5
349.8
13.1
604.3
(B)
Expenditures for long-lived assets
2,033.7
663.4
482.4
1,312.7
134.2
4,626.4
Investments in net assets of and
advances to equity affiliates
476.9
285.2
504.9
3,265.2
85.6
4,617.8
Total assets
9,927.5
7,009.6
4,649.8
5,708.4
4,707.2 32,002.5
2022
Sales
$5,368.9 $3,143.3 $3,086.1
$129.5
$970.8 $12,698.6
(A)
Operating income (loss)
1,174.4
898.3
503.4
21.1
(184.7)
2,412.5
(B)
Depreciation and amortization
629.5
436.5
195.2
26.9
50.1
1,338.2
Equity affiliates' income
98.2
22.1
78.2
293.9
3.9
496.3
(B)
Expenditures for long-lived assets
1,353.1
779.2
312.6
271.6
210.0
2,926.5
(A) Sales relate to external customers only. All intersegment sales are eliminated in consolidation.
(B) Refer to the Reconciliations to Consolidated Results section below.
Reconciliations to Consolidated Results
Operating Income
The table below reconciles total operating income disclosed in the table above to consolidated operating
income as reflected on our consolidated income statements:
Fiscal Year Ended 30 September
2024
2023
2022
Total
$2,947.5 $2,739.2 $2,412.5
Gain on sale of business
1,575.6
—
—
Business and asset actions
(57.0)
(244.6)
(73.7)
Consolidated Operating Income
$4,466.1 $2,494.6 $2,338.8
Equity Affiliates' Income
The table below reconciles total equity affiliates' income disclosed in the table above to consolidated equity
affiliates' income as reflected on our consolidated income statements:
Fiscal Year Ended 30 September
2024
2023
2022
Total
$647.7
$604.3
$496.3
Equity method investment impairment charge
—
—
(14.8)
Consolidated Equity Affiliates' Income
$647.7
$604.3
$481.5
Air Products | 2024 Annual Report
122
Geographic Information
The geographic information presented below is based on country of origin.
Sales to External Customers
Fiscal Year Ended 30 September
2024
2023
2022
United States
$4,914.0 $5,234.2 $5,230.2
China
1,951.5
1,988.1
1,989.8
Other foreign operations
5,235.1
5,377.7
5,478.6
Total
$12,100.6 $12,600.0 $12,698.6
Long-Lived Assets
(A)
30 September
2024
2023
2022
United States
$9,159.3 $7,431.0 $6,022.0
China
3,845.7
3,744.7
3,886.0
Saudi Arabia
5,080.2
1,818.1
595.7
Other foreign operations
5,285.7
4,478.3
3,656.8
Total
$23,370.9 $17,472.1 $14,160.5
(A) "Long-lived assets" represents plant and equipment, net.
123
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Not applicable.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain a comprehensive set of disclosure controls and procedures (as defined in Rules 13a-15 (e) and
15d-15(e) under the Exchange Act). 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 2024. Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of 30 September 2024, the disclosure controls and procedures were effective.
Internal Control Over Financial Reporting
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 our internal control over financial reporting as of 30 September 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 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 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 Annual Report on Form 10-K.
Item 9B. Other Information
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 2024.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
Air Products | 2024 Annual Report
124
PART III
Item 10. 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 2025 Annual
Meeting of Shareholders. The information required by this item relating to our executive officers is set forth in
Part I, Item 1. Business of this 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 2025 Annual Meeting of 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 2025 Annual Meeting of 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 2025 Annual Meeting of 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.
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. The Code of Conduct can be found at our website
at www.airproducts.com/company/governance/code-of-conduct.
Item 11. 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 2025 Annual Meeting of
Shareholders.
Item 12. 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 2025 Annual Meeting of Shareholders.
Item 13. 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 2025 Annual Meeting of Shareholders.
Item 14. 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 2025 Annual Meeting of
Shareholders.
125
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as a part of this report:
(1) Financial Statements.
The following is a list of the Consolidated Financial Statements of Air Products and Chemicals, Inc. and
its subsidiaries included in Part II, Item 8. Financial Statements and Supplementary Data:
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm ............................................ 58
Consolidated Income Statements – Fiscal Years Ended 30 September 2024, 2023, and 2022 .......................... 60
Consolidated Comprehensive Income Statements – Fiscal Years Ended 30 September 2024, 2023, and
2022 ......................................................................................................................................................................................... 61
Consolidated Balance Sheets – 30 September 2024 and 2023 ................................................................................. 62
Consolidated Statements of Cash Flows – Fiscal Years Ended 30 September 2024, 2023, and 2022 .............. 63
Consolidated Statements of Equity – Fiscal Years Ended 30 September 2024, 2023, and 2022 ........................ 64
(2) Financial Statement Schedules.
Financial statement schedules are omitted as they are either not required or the information is
otherwise included in the consolidated financial statements or notes thereto.
(3) 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 beginning on page 126.
Item 16. Form 10-K Summary
None.
Air Products | 2024 Annual Report
126
(3)
Articles of Incorporation and Bylaws.
3.1
Restated Certificate of Incorporation of the Company. (Filed as Exhibit 3.1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended 30 June 2023.)*
3.2
Amended and Restated Bylaws of the Company. (Filed as Exhibit 3.1 to the Company’s Current
Report on Form 8-K dated 17 September 2023.)*
(4)
Instruments defining the rights of security holders, including indentures. Upon request of the
Securities and Exchange Commission, the Company hereby undertakes to furnish copies of
the instruments with respect to its long-term debt.**
4.1
Indenture, dated as of 10 January 1995, between the Company and The Bank of New York
Trust, N.A. (formerly Wachovia Bank, National Association and initially First Fidelity Bank
Company, National Association), as Trustee. (Filed as Exhibit 4(a) to the Company’s
Registration Statement on Form S-3 filed 19 January 1995, File No. 033-57357.)*
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. (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.
10.1
Amended and Restated Long-Term Incentive Plan of the Company effective 1 October 2014.
(Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 23 September
2014.)*†
10.2
Air Products and Chemicals, Inc. 2021 Long-Term Incentive Plan. (Filed as Exhibit 4.5 to the
Company’s Registration Statement on Form S-8 (File No. 333-252722) filed on 4 February
2021.)*†
10.2(a)
Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the
Company, used for FY2021 awards. (Filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended 31 December 2020.)*†
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 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 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.)*†
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.)*†
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. Retirement Savings Plan as amended and restated effective 1
January 2022. (Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended 31 December 2021.)*†
INDEX TO EXHIBITS
Exhibit No.
Description
127
10.3(a)
Amendment No. 1 to the Air Products and Chemicals, Inc. Retirement Savings Plan as
amended and restated effective 1 January 2022. (Filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended 30 June 2022.)*†
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. as Amended and Restated
effective 1 August 2014. (Filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K
for the fiscal year ended 30 September 2014.)*†
10.4(a)
Amendment No. 1 dated as of 30 September 2015 to the Supplementary Pension Plan of Air
Products and Chemicals, Inc. as Amended and Restated effective 1 August 2014. (Filed as
Exhibit 10.10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended
30 September 2015.)*†
10.4(b)
Amendment No. 2 dated as of 30 September 2016 to the Supplementary Pension Plan of Air
Products and Chemicals, Inc. as Amended and Restated effective 1 August 2014. (Filed as
Exhibit 10.7(b) to the Company's Annual Report on Form 10-K for fiscal year ended 30
September 2016.)*†
10.4(c)
Amendment No. 3 dated as of 26 July 2017 to the Supplementary Pension Plan of Air Products
and Chemicals, Inc. as Amended and Restated effective 1 August 2017.(Filed as Exhibit 10.7(c)
to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September
2017.)*†
10.5
Deferred Compensation Plan as Amended and Restated effective 1 January 2018. (Filed as
Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31
December 2017.)*†
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 2022.)*†
10.7
Air Products and Chemicals, Inc. Senior Management Severance Plan and Summary Plan
Description effective 1 August 2022. (Filed as Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended 30 June 2022.)*†
10.8
Form of Change in Control Severance Agreement for an Executive Officer. (filed as Exhibit 10.2
of the Company's Current Report on Form 8-K dated 23 September 2014.)*†
10.9
Amended and Restated Employment Agreement, dated 17 May 2023, between Air Products
and Chemicals, Inc. and Seifollah Ghasemi (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K, filed on 18 May 2023.)*†
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
2022.)*†
10.11
Deferred Compensation Program for Directors, effective 7 October 2019. (Filed as Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for quarter ended 31 December 2019.)*†
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 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
Exhibit No.
Description
Air Products | 2024 Annual Report
128
19.1
Air Products and Chemicals, Inc. Insider Trading Policy
(21)
Subsidiaries of the Registrant.
21.1
Subsidiaries of the Registrant.
(23)
Consents of Experts and Counsel.
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.
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.
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.
(32)
Section 1350 Certifications.
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
2002.††
(97)
Policy Relating to Recovery of Erroneously Awarded Compensation.
97.1
Air Products and Chemicals, Inc. 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.
101.INS
Inline XBRL Instance Document. The XBRL Instance Document does not appear in the
Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
104
Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101).
INDEX TO EXHIBITS
Exhibit No.
Description
*
Previously filed as indicated and incorporated herein by reference. Exhibits incorporated by reference are located in
SEC File No. 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 Annual Report on Form 10-K, irrespective of any general incorporation language contained in
such filing.
129
SIGNATURES
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.
AIR PRODUCTS AND CHEMICALS, INC.
(Registrant)
By:
/s/ Melissa N. Schaeffer
Melissa N. Schaeffer
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: 21 November 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Seifi Ghasemi
21 November 2024
Seifi Ghasemi
Director, Chairman, President, and
Chief Executive Officer
(Principal Executive Officer)
/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
William J. Pellicciotti
Vice President, Controller, and
Chief Accounting Officer
(Principal Accounting Officer)
*
21 November 2024
Tonit M. Calaway
Director
*
21 November 2024
Charles Cogut
Director
*
21 November 2024
Lisa A. Davis
Director
Signature and Title
Date
Air Products | 2024 Annual Report
130
*
21 November 2024
Jessica Trocchi Graziano
Director
*
21 November 2024
David H. Y. Ho
Director
*
21 November 2024
Edward L. Monser
Director
*
21 November 2024
Matthew H. Paull
Director
*
21 November 2024
Wayne T. Smith
Director
Signature and Title
Date
* Sean D. 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.
/s/ Sean D. Major
Sean D. Major
Executive Vice President, General Counsel and
Secretary
Date: 21 November 2024
Common stock information
Ticker Symbol: APD
Exchange Listing: New York Stock Exchange
Transfer Agent and Registrar:
Broadridge Corporate Issuer Solutions, Inc.
P.O. Box 1342
Brentwood, NY 11717
Phone: 844-318-0129
International: 720-358-3595
shareholder.broadridge.com/apd
Shareholders’ Information
Publications for shareholders
In addition to this Annual Report and the accompanying Annual Report on Form 10-K, Air Products informs shareholders about
Company news through:
Notice of Annual Meeting and Proxy Statement—will be made available to shareholders and posted to the Company’s website at
investors.airproducts.com/shareholder-info.
Earnings information—shareholders and investors can obtain copies of earnings releases, periodic and current reports, and news
releases by visiting investors.airproducts.com. Shareholders and investors can also register for e-mail updates at that website.
Direct investment program
Current shareholders and new investors can conveniently and economically purchase shares of Air Products’ common stock and
reinvest cash dividends through Broadridge Corporate Issuer Solutions. Registered shareholders can purchase shares on Broadridge
Corporate Issuer Solutions, shareholder.broadridge.com/airproducts. New investors can obtain information on the website or by
calling:
Phone: 844-318-0129
International: 720-358-3595
Annual certifications
The most recent certifications by our Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 are filed as exhibits to our Annual Report on Form 10-K. We have also filed with the New York Stock Exchange the
most recent Annual CEO Certification as required by Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.
Additional information
The forward-looking statements contained in this Annual Report are qualified by reference to the section entitled “Forward-
Looking Statements” beginning on page 3 of the accompanying Annual Report on Form 10-K.
For more information,
please contact us at:
Global Headquarters
Air Products
1940 Air Products Boulevard
Allentown, PA 18106-5500
T 610-481-4911
Corporate Secretary’s Office
Sean D. Major, Executive Vice President,
General Counsel and Secretary
T 610-481-4880
Investor Relations Office
Eric Guter, Vice President,
Investor Relations
T 610-481-4426
airproducts.com
© Air Products and Chemicals, Inc., 2024 (46562) 900-24-045-GLB