APDAir Products

5 paragraphs in Risk Factors of the 10-K filed Nov 20, 2025 with nothing like them in the 10-K filed Nov 21, 2024. Quoted exactly. Paragraphs that were only edited are under 10-K change.

Compared with the Risk Factors in the latest 10-K of the other 23 Materials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.

Volatility and disruption in the U.S., European and global credit, capital, and money markets could increase the costs for or make it more difficult for us to obtain financing for our operations, potentially impacting our cash flows or creating financial risks. In addition, our borrowing costs can be affected by short and long-term debt ratings assigned by independent rating agencies. A decrease in these debt ratings could increase the cost of borrowing or make it more difficult to obtain financing.

Similar paragraph at 1 of 23 other Materials companies: LIN

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Risks related to pension benefit plans may adversely impact our results of operations and cash flows.

Similar paragraph at 2 of 23 other Materials companies: LIN, STLD

Pension benefits represent significant financial obligations that will be ultimately settled in the future with employees who meet eligibility requirements. Because of the uncertainties involved in estimating the timing and amount of future payments and asset returns, significant estimates are required to calculate pension expense and liabilities related to our plans. We utilize the services of third-party actuaries, whose models support these calculations.

Similar paragraph at 1 of 23 other Materials companies: LIN

In addition to complying with local regulatory requirements for recognizing pension expense, liabilities, and cash flows, several key assumptions are used in the actuarial models to calculate pension expense and liability amounts recorded in the consolidated financial statements as well as the amounts that we contribute to such plans. These assumptions include, but are not limited to, discount rates, expected long-term rates of return on plan assets, and demographic factors. Changes in actuarial assumptions, interest and inflation rates, and volatility in capital markets may adversely impact the valuation of pension liabilities and the performance of asset portfolios.

Additionally, significant changes in actual investment returns on pension assets, discount rates, or regulatory developments could impact future results of operations and required pension contributions.

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New in the latest 10-Q

44 paragraphs in the 10-Q filed Jul 30, 2026 with nothing like them in the 10-Q filed Apr 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

Financial statements and notes

Less: Net income attributable to noncontrolling interests of continuing operations 46.1 34.9

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The comparative interim consolidated income statements include a pre-tax loss from discontinued operations of $ 10.6 ($ 8.0 after tax) recorded during the third quarter of fiscal year 2025, primarily to increase existing liabilities for retained environmental remediation obligations associated with businesses sold in 2008. Refer to the "Piedmont" discussion under Note 12, Commitments and Contingencies, for additional information. Accordingly, the comparative results of discontinued operations are presented separately from continuing operations and segment results. The loss did not result in cash flows from discontinued operations.

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In May 2026, the SEC issued a formal proposal to rescind the 2024 climate disclosure rules in their entirety. We will continue to monitor litigation related to the SEC's climate rule as well as the SEC's proposal to rescind the rule.

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The table below summarizes charges for business and asset actions within our consolidated income statements. These charges were not recorded in segment results.

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In June 2026, the Company made the decision to cancel a clean energy complex under construction in Louisiana within the Americas segment that had been designed to produce low-carbon hydrogen and ammonia. The decision was based on the determination that the expected financial returns from the project would not meet the Company's return criteria. In addition, the Company approved the exit of a green hydrogen production facility under construction in Casa Grande, Arizona, within the Americas segment, as well as certain other smaller-scale projects supporting clean energy distribution. These decisions reflected challenging commercial conditions, project-specific economic factors, and slower-than-expected development in certain end markets.

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These decisions did not result in the impairment of goodwill or intangible assets.

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The table below summarizes cumulative charges incurred by major type of cost through 30 June 2026, categorized based on the fiscal year in which the underlying exit decisions were made.

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(A) Charges related to FY2025 Project Exit Decisions include $ 3,630.1 recorded in fiscal year 2025 as well as $ 28.3 recorded during the first quarter of fiscal year 2026, primarily to update estimates for project-related commitments and asset disposal costs.

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(C) Primarily reflects estimated costs to terminate contractual commitments and settle asset retirement obligations.

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"Assets held for sale" on our consolidated balance sheets includes gasification assets associated with two plants in China that met the held-for-sale criteria beginning in the fourth quarter of fiscal year 2025. We continue to actively market these assets for sale and remain engaged in marketing and negotiation efforts.

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Estimates related to project exit decisions reflect management's best judgment based on information available when the charges were recorded. Actual results may differ from current estimates due to the resolution of contractual matters, the commercialization, redeployment, or disposition of assets, and other events that could materially impact future-period results. Certain activities associated with project exit decisions will continue beyond fiscal year 2026, including efforts to maximize the redeployment of assets to existing or future projects or the sale of assets to third parties, and reduce exposure under existing contractual arrangements. The Company's review of its project portfolio remains ongoing.

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The increase in the notional value of cash flow hedges is primarily due to the origination of forward exchange contracts designated as cash flow hedges of intercompany loans. The decrease in the notional value of forward exchange contracts that are not designated is primarily due to maturities.

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During the first nine months of fiscal year 2026, NGHC borrowed long-term principal of $ 543 from project financing available to the joint venture to support the NEOM Green Hydrogen Project. Refer to Note 3, Variable Interest Entities, for additional information.

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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.

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30 September 2025 $406.2 Additional accruals(A) 83.7 Liabilities settled (21.2) Accretion expense 10.6 Currency translation adjustment and other 1.4 30 June 2026 $480.7

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Basic earnings (loss) per share attributable to Air Products ($6.47) $3.20 ($0.23) ($1.79)

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Diluted earnings (loss) per share attributable to Air Products ($6.47) $3.20 ($0.23) ($1.79)

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(A) Due to the net loss reported for the three and nine months ended 30 June 2026, and the nine months ended 30 June 2025, outstanding share-based awards were excluded from the computation of diluted loss per share, as their inclusion would have been antidilutive.

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The prior year net income tax benefit also included several discrete tax items that affected the effective tax rate. This included a $ 34.9 tax benefit, net of a $ 67.8 reserve for an uncertain tax position, related to our intent to file a refund claim associated with deemed foreign dividends under the Tax Cuts and Jobs Act. Additionally, we recorded a $ 14.6 net tax benefit associated with shareholder activism-related costs as well as a $ 31.4 tax expense related to estimated withholding taxes on certain foreign earnings no longer considered indefinitely reinvested.

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During the third quarter of fiscal year 2025, we reimbursed $ 24.7 to Mantle Ridge LP and certain of its affiliated entities (collectively, “Mantle Ridge”, a related party) for costs they incurred in connection with the proxy contest that concluded in January 2025. Refer to “Shareholder Activism-Related Costs” below for additional information.

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The remaining $ 24.7 was authorized and paid during the third quarter as a reimbursement to Mantle Ridge for expenses incurred in connection with the proxy contest. The reimbursement was unanimously approved by our Board of Directors, with one director abstaining from the vote due to his role as founder and Chief Executive Officer of Mantle Ridge. Reimbursed costs included legal counsel, proxy engagement services, governance advisory services, communication expenses, and other out-of-pocket costs associated with Mantle Ridge's engagement with Air Products.

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On 30 April 2025, we completed the acquisition of Ijsfabriek Strombeek, an independent industrial gases company in Belgium, in a transaction accounted for as a business combination. Total consideration was $ 74.2, net of cash acquired, of which $ 59.9 was paid in cash at closing. Ijsfabriek Strombeek was a producer and distributor of merchant gases, including medical gases, dry ice, and carbon dioxide. The results of this business are consolidated within our Europe segment.

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In April 2025, we completed the sale of our 100 % ownership interest in a consolidated subsidiary located in Singapore that primarily supplied merchant gases within our Asia segment. Cash proceeds of $ 104.3 were received in full upon closing. The transaction resulted in a gain of $ 67.3 ($ 51.9 after tax) that was presented as “Gain on sale of business” on our consolidated income statements for the three and nine months ended 30 June 2025. The gain was not recorded in the results of the Asia segment.

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In June 2025, we sold a regional office in Hersham, England, for cash proceeds of $ 37.7. We recognized a gain on sale of $ 31.3 ($ 23.8 after tax) that was presented within “Other income (expense), net” on our consolidated income statements for the three and nine months ended 30 June 2025. The gain was not recorded in the results of the Europe segment.

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(A) Reflected on the consolidated income statements within “Other income (expense), net".

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(A) Reflected on the consolidated income statements within "Other income (expense), net."

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Other income of $14.9 decreased 59%, or $21.6. The decrease was primarily driven by a prior-year gain of $31.3 pre-tax ($23.8 after-tax, or $0.11 per share) on the sale of a regional office in Hersham, England, which was not reflected in the results of the Europe segment, as well as favorable foreign exchange impacts.

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Operating loss was $2.1 billion during the third quarter of fiscal year 2026 compared to operating income of $790.6 in the prior-year quarter. The current-year loss was driven by pre-tax charges of $2.9 billion associated with project exit decisions announced on 30 June 2026, compared to pre-tax project exit-related charges of $24.1 in the prior-year quarter. Additionally, the prior year included pre-tax gains totaling approximately $99 million in connection with the sale of a consolidated subsidiary and a regional office as discussed above, partially offset by shareholder activism-related costs of $25.

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Volume improved $60, driven primarily by on-site, including new assets and HyCO facilities. Favorable currency impacts contributed $21. Higher pricing, net of power costs, added $16. These factors were partially offset by higher costs of $28, primarily reflecting fixed-cost inflation and higher incentive compensation.

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Interest expense decreased 20%, or $12.0, primarily driven by an increase in capitalized interest due to a higher carrying value of projects under construction.

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During the third quarter of fiscal year 2025, we recorded a pre-tax loss from discontinued operations of $10.6 ($8.0 after tax, or $0.04 per share) primarily to increase existing liabilities for retained environmental remediation obligations associated with businesses sold in 2008. Refer to the "Piedmont" discussion under Note 12, Commitments and Contingencies, for additional information. The loss did not result in cash flows from discontinued operations.

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The current-year rate was significantly impacted by net tax benefits of $695.4 associated with project exit decisions, as discussed in Note 4, Business and Asset Actions, to the consolidated financial statements. These benefits primarily reflect tax benefits recognized at local statutory income tax rates in the U.S. based on information available when the project exit charges were recorded. Changes in the amount or timing of the final settlement of these matters could affect our income tax provision in future periods.

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Sales of $34.8 decreased 9%, or $3.5, as lower volumes were partially offset by higher pricing. Operating income of $8.0 was flat.

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(B) Reflected on the consolidated income statements with "Other income (expense), net."

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Other income of $39.6 decreased 46%, or $33.7, primarily due to a prior-year gain of $31.3 pre-tax ($23.8 after tax, or $0.11 per share) on the sale of a regional office in Hersham, England, which was not reflected in the results of the Europe segment.

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During the third quarter of fiscal year 2025, we recorded a pre-tax loss from discontinued operations of $10.6 ($8.0 after tax, or $0.04 per share) primarily to increase existing liabilities for retained environmental remediation obligations associated with businesses sold in 2008. Refer to the "Piedmont" discussion under Note 12, Commitments and Contingencies, for additional information. The loss did not result in cash flows from discontinued operations.

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As discussed in Note 4, Business and Asset Actions, to the consolidated financial statements, we recorded charges for business and asset actions, primarily related to project exit decisions, that contributed to significant variability in our effective tax rate for the periods presented. During the first nine months of fiscal year 2026, we recognized net tax benefits of $698.5 associated with these charges, primarily reflecting tax benefits recognized at local statutory income tax rates in the U.S. In the prior year, a net tax benefit of $649.3 was recognized primarily during the second quarter. For additional information, refer to Note 16, Income Taxes, to the consolidated financial statements.

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(B) Reflected on the consolidated income statements within "Other income (expense), net."

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(C) Reflected on the consolidated income statements in "Other income (expense), net."

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In April 2025, we completed the sale of our 100% ownership interest in a consolidated subsidiary in Singapore for cash proceeds of $104.3. We recognized a gain of $67.3 pre-tax ($51.9 after tax, or $0.23 per share) in connection with the transaction during the third quarter of fiscal year 2025.

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In June 2025, we sold a regional office in Hersham, England, for cash proceeds of $37.7. We recognized a gain on sale of $31.3 pre-tax ($23.8 after tax, or $0.11 per share) during the third quarter of fiscal year 2025 that was presented within “Other income (expense), net” on our consolidated income statements.

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Our non-GAAP financial measures are presented on a continuing operations basis, which excludes a prior-year pre-tax loss from discontinued operations of $10.6 ($8.0 after tax, or $0.04 per share). The loss was recorded during the third quarter of fiscal year 2025 primarily to increase retained environmental remediation obligations associated with businesses sold in 2008.

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Total debt was $17.7 billion as of both 30 June 2026 and 30 September 2025. Total debt included related party debt of $215.7 and $236.5 as of 30 June 2026 and 30 September 2025, respectively.

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The fiscal year 2026 pre-tax charges also included $22.0 recorded to operating income during the first quarter to update estimates for project-related commitments and asset disposal costs associated with project exits previously announced in fiscal year 2025.

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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Jul 30, 2026 against Item 1A of the 10-K filed Nov 20, 2025. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.

This 10-Q has no Item 1A (Risk Factors) text of its own, so there is nothing to compare. Many companies leave it out when their risks have not changed.