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← Filings of APD

Tables in the 10-Q of Air Products & Chemicals, Inc.

60 tables with numbers, filed Jan 30, 2026. Each one downloads as a CSV for Excel or Google Sheets, with the filing's address in the last row. Only the layout is tidied (a "$" or ")" in a cell of its own is joined to its number); no value is changed. Open the filing on sec.gov ↗

Table 1 after “Securities registered pursuant to Section 12(b) of the Act:”

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Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1.00 per shareAPDNew York Stock Exchange
0.500% Euro Notes due 2028APD28New York Stock Exchange
2.950% Euro Notes due 2031APD31New York Stock Exchange
0.800% Euro Notes due 2032APD32New York Stock Exchange
3.250% Euro Notes due 2032APD32BNew York Stock Exchange
4.000% Euro Notes due 2035APD35New York Stock Exchange
3.450% Euro Notes due 2037APD37New York Stock Exchange

Table 2 after “TABLE OF CONTENTS”

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Forward-Looking Statements3
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Income Statements – Three Months Ended 31 December 2025 and 20245
Consolidated Comprehensive Income Statements – Three Months Ended 31 December 2025 and 20246
Consolidated Balance Sheets – 31 December 2025 and 30 September 20257
Consolidated Statements of Cash Flows – Three Months Ended 31 December 2025 and 20248
Consolidated Statements of Equity – Three Months Ended 31 December 2025 and 20249

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Table 3 after “(Unaudited)”

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Three Months Ended
31 December
(Millions of U.S. Dollars, except for share and per share data)20252024
Sales$3,102.5$2,931.5
Cost of sales2,107.52,016.5
Selling and administrative expense228.7242.4
Research and development expense20.422.0
Business and asset actions22.0—

First 8 of 25 rows. The CSV has all of them.

Table 4 after “(Unaudited)”

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Three Months Ended
31 December
(Millions of U.S. Dollars)20252024
Net Income$691.4$649.8
Other Comprehensive Income (Loss), net of tax:
Translation adjustments, net of tax of ($1.2) and $46.273.5(624.0)
Net gain on derivatives, net of tax of $0.9 and ($22.0)35.565.7
Reclassification adjustments:

First 8 of 15 rows. The CSV has all of them.

Table 5 after “(Unaudited)”

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31 December30 September
(Millions of U.S. Dollars, except for share and per share data)20252025
Assets
Current Assets
Cash and cash items$1,026.4$1,856.0
Trade receivables, net1,894.91,901.2
Inventories788.1776.5
Prepaid expenses163.8174.9

First 8 of 49 rows. The CSV has all of them.

Table 6 after “(Unaudited)”

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Three Months Ended
31 December
(Millions of U.S. Dollars)20252024
Operating Activities
Net income$691.4$649.8
Less: Net income attributable to noncontrolling interests13.232.4
Net income attributable to Air Products$678.2$617.4
Adjustments to reconcile income to cash provided by operating activities:

First 8 of 44 rows. The CSV has all of them.

Table 7 after “(Unaudited)”

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(Millions of U.S. Dollars, except for per share data)
Three Months Ended 31 December 2025
Common StockCapital in Excess of Par ValueRetained EarningsAOCL(A)Treasury StockAir Products Share-holders' EquityNon-controlling InterestsTotal Equity
Balance as of 30 September 2025$249.4$1,306.5$17,558.6($2,087.8)($2,001.8)$15,024.9$2,324.9$17,349.8
Net income——678.2——678.213.2691.4
Other comprehensive income———110.7—110.724.2134.9
Dividends on common stock ($1.79 per share)——(398.6)——(398.6)—(398.6)
Distributions to noncontrolling interests——————(0.4)(0.4)

First 8 of 14 rows. The CSV has all of them.

Table 8 after “(Unaudited)”

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Three Months Ended 31 December 2024
Common StockCapital in Excess of Par ValueRetained EarningsAOCL(A)Treasury StockAir Products Share-holders' EquityNon-controlling InterestsTotal Equity
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
Net income——617.4——617.432.4649.8
Other comprehensive income (loss)———(558.5)—(558.5)103.1(455.4)
Dividends on common stock ($1.77 per share)——(393.8)——(393.8)—(393.8)
Distributions to noncontrolling interests——————(1.4)(1.4)
Share-based compensation—14.3———14.3—14.3

First 8 of 13 rows. The CSV has all of them.

Table 9 after “Millions of U.S. Dollars, unless otherwise indicated”

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1.Basis of Presentation and Major Accounting Policies11
2.New Accounting Guidance11
3.Variable Interest Entities13
4.Business and Asset Actions16
5.Revenue Recognition18
6.Inventories19
7.Goodwill19
8.Financial Instruments20

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Table 10 after “balances associated with NGHC as reflected on our consolidated balance sheets:”

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31 December30 September
20252025
Assets
Cash and cash items$128.7$40.3
Trade receivables, net1.41.1
Prepaid expenses18.020.7
Other receivables and current assets133.5107.2
Total Current Assets$281.6$169.3

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Table 11 after “The table below provides a reconciliation of the beginning and ending liability balances associated with project exit activities, which are ”

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Amount accrued as of 30 September 2025$178.3
Changes in estimates9.3
Cash payments(25.7)
Currency translation adjustment0.1
Amount accrued as of 31 December 2025$162.0

Table 12 after “The table below provides a reconciliation of the beginning and ending liability balances associated with our global cost reduction plan, whi”

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Amount accrued as of 30 September 2025$101.6
Cash payments(14.8)
Currency translation adjustment0.1
Amount accrued as of 31 December 2025$86.9

Table 13 after “The tables provided below present our consolidated sales disaggregated by supply mode for each of our reportable segments. We believe this p”

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Three Months Ended 31 December 2025
AmericasAsiaEuropeMiddle East and IndiaCorporate and otherTotal%
On-site$783.9$569.7$264.0$16.3$—$1,633.953%
Merchant557.8261.8518.014.0—1,351.643%
Sale of equipment————117.0117.04%
Total$1,341.7$831.5$782.0$30.3$117.0$3,102.5100%

Table 14 after “The tables provided below present our consolidated sales disaggregated by supply mode for each of our reportable segments. We believe this p”

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Three Months Ended 31 December 2024
AmericasAsiaEuropeMiddle East and IndiaCorporate and otherTotal%
On-site$713.1$529.3$228.3$17.6$—$1,488.351%
Merchant574.5287.8468.915.2—1,346.446%
Sale of Equipment————96.896.83%
Total$1,287.6$817.1$697.2$32.8$96.8$2,931.5100%

Table 15 after “The table below details balances arising from contracts with customers:”

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31 December30 September
Balance Sheet Location20252025
Assets
Contract assets – currentOther receivables and current assets$142.0$152.6
Contract fulfillment costs – currentOther receivables and current assets91.585.4
Contract assets – noncurrentOther noncurrent assets102.582.3
Contract fulfillment costs – noncurrentOther noncurrent assets37.133.8
Liabilities

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Table 16 after “The components of inventories are as follows:”

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31 December30 September
20252025
Finished goods$199.5$191.9
Work in process38.642.4
Raw materials, supplies, and other550.0542.2
Inventories$788.1$776.5

Table 17 after “Changes to the carrying amount of consolidated goodwill by segment for the three months ended 31 December 2025 are as follows:”

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AmericasAsiaEuropeMiddle East and IndiaCorporate and otherTotal
Goodwill, net as of 30 September 2025$143.5$172.5$597.9$15.8$34.2$963.9
Currency translation2.7(0.2)5.1——7.6
Goodwill, net as of 31 December 2025$146.2$172.3$603.0$15.8$34.2$971.5

Table 18 after “Changes to the carrying amount of consolidated goodwill by segment for the three months ended 31 December 2025 are as follows:”

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31 December30 September
20252025
Goodwill, gross$1,265.8$1,238.6
Accumulated impairment losses(A)($294.3)($274.7)
Goodwill, net$971.5$963.9

Table 19 after “The table below summarizes our outstanding currency price risk management instruments:”

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31 December 202530 September 2025
US$ NotionalYears Average MaturityUS$ NotionalYears Average Maturity
Forward Exchange Contracts:
Cash flow hedges$4,094.90.4$3,625.50.6
Net investment hedges87.60.573.90.8
Not designated2,653.31.22,968.61.2
Total Forward Exchange Contracts$6,835.80.7$6,668.00.9

Table 20 after “outstanding interest rate management contracts and cross currency interest rate swaps:”

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31 December 202530 September 2025
US$ NotionalAverage Pay %Average Receive %Years Average MaturityUS$ NotionalAverage Pay %Average Receive %Years Average Maturity
Interest rate swaps (fair value hedge)$600.0SOFR1.80%2.4$800.0SOFR1.64%2.0
Interest rate swaps(cash flow hedge)(A)$3,363.02.80%SOFR19.9$3,106.02.78%SOFR20.1
Interest rate swaps(not designated)(A)$135.23.28%SOFR19.9$269.13.28%SOFR20.2
Cross currency interest rate swaps (net investment hedge)$2,043.82.09%3.72%2.3$70.34.86%4.53%0.5
Cross currency interest rate swaps (cash flow hedge)$102.45.23%2.94%1.0$247.75.21%3.12%1.6
Cross currency interest rate swaps (not designated)$26.50.15%1.85%1.4$——%—%0.0

Table 21 after “The table below provides the amounts recorded on the consolidated balance sheet related to cumulative basis adjustments for fair value hedge”

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Carrying amounts of hedged itemCumulative hedging adjustment, included in carrying amount
31 December30 September31 December30 September
Balance Sheet Location2025202520252025
Current portion of long-term debt$—$549.7$—($0.3)
Long-term debt$1,525.7$1,522.5($20.2)($23.1)

Table 22 after “The table below summarizes the fair value and balance sheet location of our outstanding derivatives:”

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Balance Sheet Location31 December30 SeptemberBalance Sheet Location31 December30 September
2025202520252025
Derivatives Designated as Hedging Instruments:
Forward exchange contractsOther receivables and current assets$52.6$50.7Payables and accrued liabilities$45.3$21.4
Interest rate management contractsOther receivables and current assets5.513.1Payables and accrued liabilities4.10.3
Forward exchange contractsOther noncurrent assets9.410.1Other noncurrent liabilities1.83.4
Interest rate management contractsOther noncurrent assets203.6138.2Other noncurrent liabilities48.923.8
Total Derivatives Designated as Hedging Instruments$271.1$212.1$100.1$48.9

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Table 23 after “The tables below summarize gains (losses) recognized in other comprehensive income during the period related to our net investment and cash ”

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Three Months Ended
31 December
20252024
Net Investment Hedging Relationships
Forward exchange contracts($5.1)$53.9
Foreign currency debt(4.2)140.4
Cross currency interest rate swaps(A)(8.2)0.4
Total Amount Recognized in OCI(17.5)194.7

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Table 24 after “Excluded components for cross currency interest rate swaps are recognized in “Payables and accrued liabilities” and “Other receivables and c”

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Three Months Ended
31 December
20252024
Derivatives in Cash Flow Hedging Relationships
Forward exchange contracts($0.8)($177.8)
Forward exchange contracts, excluded components(7.4)(1.5)
Other(A)44.6223.0
Total Amount Recognized in OCI36.443.7

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Table 25 after “table below summarizes the location and amounts recognized in income related to our cash flow and fair value hedging relationships by contra”

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Three Months Ended 31 December
SalesCost of SalesInterest ExpenseOther Non-Operating Income (Expense), Net
20252024202520242025202420252024
Total presented in consolidated income statements that includes effects of hedging below$3,102.5$2,931.5$2,107.5$2,016.5$54.5$42.6($1.4)$38.9
(Gain) Loss Effects of Cash Flow Hedging:
Forward Exchange Contracts:
Amount reclassified from OCI into income($1.1)$0.2$0.2$0.9$—$—$7.2$129.3
Amount excluded from effectiveness testing recognized in earnings based on amortization approach——————5.56.1

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Table 26 after “The tables below summarize the location and amounts recognized in income related to our derivatives not designated as hedging instruments by”

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Three Months Ended 31 December
Other Income (Expense), NetOther Non-Operating Income (Expense), Net
2025202420252024
The Effects of Derivatives Not Designated as Hedging Instruments:
Forward exchange contracts$0.5($3.9)($0.4)($1.9)
De-designated interest rate swaps——(1.9)(38.8)
Other——0.5(1.7)
Total (Gain) Loss Recognized in Income$0.5($3.9)($1.8)($42.4)

Table 27 after “The carrying values and fair values of financial instruments were as follows:”

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31 December 202530 September 2025
Carrying ValueFair ValueCarrying ValueFair Value
Assets
Derivatives
Forward exchange contracts$72.3$72.3$81.3$81.3
Interest rate management contracts216.4216.4163.1163.1
Liabilities
Derivatives

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Table 28 after “The table below summarizes assets and liabilities on the consolidated balance sheets that are measured at fair value on a recurring basis:”

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31 December 202530 September 2025
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Assets at Fair Value
Derivatives
Forward exchange contracts$72.3$—$72.3$—$81.3$—$81.3$—
Interest rate management contracts216.4—216.4—163.1—163.1—
Total Assets at Fair Value$288.7$—$288.7$—$244.4$—$244.4$—
Liabilities at Fair Value

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Table 29 after “The table below presents the nonrecurring fair value measurements of these long-lived assets, categorized within the fair value hierarchy:”

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Balance Sheet LocationTotal Estimated ValueLevel 1Level 2Level 3
Assets held for sale$447.9$—$—$447.9
Plant and equipment, net13.5——13.5

Table 30 after “The components of net periodic cost for our defined benefit pension plans for the three months ended 31 December 2025 and 2024 were as follo”

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Pension Benefits
20252024
Three Months Ended 31 DecemberU.S.InternationalTotalU.S.InternationalTotal
Service cost$1.9$3.0$4.9$2.3$2.9$5.2
Non-service cost:
Interest cost29.014.643.629.913.943.8
Expected return on plan assets(35.2)(17.0)(52.2)(33.2)(14.7)(47.9)
Prior service cost amortization0.30.30.60.30.20.5

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Table 31 after “Share-based compensation cost recognized on the consolidated income statements is summarized below:”

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Three Months Ended
31 December
20252024
Before-tax share-based compensation cost$10.3$16.5
Income tax benefit(2.4)(4.0)
After-tax share-based compensation cost$7.9$12.5

Table 32 after “The table below summarizes changes in accumulated other comprehensive loss ("AOCL"), net of tax, attributable to Air Products for the three ”

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Derivatives qualifying as hedgesForeign currency translation adjustmentsPension and postretirement benefitsTotal
Balance at 30 September 2025$49.3($1,640.7)($496.4)($2,087.8)
Other comprehensive income before reclassifications35.573.5—109.0
Amounts reclassified from AOCL16.6—9.325.9
Net current period other comprehensive income$52.1$73.5$9.3$134.9
Amount attributable to noncontrolling interests27.3(3.0)(0.1)24.2
Balance at 31 December 2025$74.1($1,564.2)($487.0)($1,977.1)

Table 33 after “The table below summarizes the reclassifications out of AOCL and the affected line item on the consolidated income statements:”

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Three Months Ended
31 December
20252024
Loss on Cash Flow Hedges, net of tax
Sales($0.9)$0.2
Cost of sales0.20.8
Interest expense(0.3)0.3
Other non-operating income (expense), net17.690.6

First 8 of 10 rows. The CSV has all of them.

Table 34 after “The table below details the computation of basic and diluted earnings per share:”

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Three Months Ended
31 December
20252024
Numerator
Net income attributable to Air Products$678.2$617.4
Denominator (in millions)
Weighted average common shares — Basic222.8222.7
Effect of dilutive securities:

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Table 35 after “The table below summarizes antidilutive outstanding share-based awards that were excluded from the computation of diluted earnings per share”

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Three Months Ended
31 December
20252024
Antidilutive outstanding share-based awards0.10.1

Table 36 after “Summary by Business Segment”

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AmericasAsiaEuropeMiddle East and IndiaCorporate and otherTotal
Three Months Ended 31 December 2025
Sales(A)$1,341.7$831.5$782.0$30.3$117.0$3,102.5
Cost of sales(886.6)(573.2)(491.7)(19.9)(136.1)(2,107.5)
Selling and administrative expense(55.2)(28.0)(67.0)(5.0)(73.5)(228.7)
Other segment items(B)3.92.00.20.4(16.3)(9.8)
Operating income (loss)(C)403.8232.3223.55.8(108.9)756.5
Other segment information:

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Table 37 after “The table below reconciles total segment operating income to income before taxes as reflected on our consolidated income statements:”

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Three Months Ended
31 December
20252024
Total Segment Operating Income$756.5$673.5
Business and asset actions(22.0)—
Shareholder activism-related costs—(29.9)
Consolidated Operating Income$734.5$643.6
Equity affiliates' income172.2150.6

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Table 38 after “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”

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First Quarter 2026 in Summary39
First Quarter 2026 Results of Operations41
Reconciliations of Non-GAAP Financial Measures48
Liquidity and Capital Resources52
Pension Benefits56
Critical Accounting Policies and Estimates57

Table 39 after “The per share impacts for the items presented in the table below were calculated independently and may not sum to the total change in EPS du”

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Three Months EndedChange vs. Prior Year
31 December
20252024
EPS$3.04$2.77$0.27
% Change from prior year10%
Operating Items
Underlying business:
Volume0.10

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Table 40 after “The table below summarizes the per share impact of our non-GAAP adjustments for the first quarter of fiscal years 2026 and 2025. These impac”

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Three Months EndedChange vs. Prior Year
31 December
20252024
EPS$3.04$2.77$0.27
Business and asset actions0.11—0.11
Shareholder activism-related costs—0.10(0.10)
Gain on de-designation of cash flow hedges—(0.05)0.05
Non-service pension cost, net0.010.04(0.03)

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Table 41 after “Discussion of First Quarter Consolidated Results”

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Three Months Ended
31 DecemberChange vs. Prior Year
20252024$%
GAAP Financial Measures
Sales$3,102.5$2,931.5$171.06%
Operating income734.5643.690.914%
Operating margin23.7%22.0%170bp
Equity affiliates’ income$172.2$150.6$21.614%

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Table 42 after “The table below summarizes the major factors that impacted consolidated sales for the periods presented:”

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Volume—%
Price1%
Energy cost pass-through to customers3%
Currency2%
Total Consolidated Sales Change6%

Table 43 after “Interest Expense”

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Three Months Ended
31 December
20252024
Interest incurred$168.0$139.9
Less: Capitalized interest113.597.3
Interest expense$54.5$42.6

Table 44 after “Americas”

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Three Months Ended
31 DecemberChange vs. Prior Year
20252024$%/bp
Sales$1,341.7$1,287.6$54.14%
Operating income403.8388.215.64%
Operating margin30.1%30.1%—bp
Equity affiliates’ income$51.7$35.1$16.647%

Table 45 after “The table below summarizes the major factors that impacted sales in the Americas segment for the periods presented:”

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Volume(4%)
Price2%
Energy cost pass-through to customers6%
Currency—%
Total Americas Sales Change4%

Table 46 after “Asia”

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Three Months Ended
31 DecemberChange vs. Prior Year
20252024$%/bp
Sales$831.5$817.1$14.42%
Operating income232.3216.415.97%
Operating margin27.9%26.5%140bp
Equity affiliates’ income$13.8$10.3$3.534%

Table 47 after “The table below summarizes the major factors that impacted sales in the Asia segment for the periods presented:”

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Volume—%
Price(1%)
Energy cost pass-through to customers2%
Currency1%
Total Asia Sales Change2%

Table 48 after “Europe”

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Three Months Ended
31 DecemberChange vs. Prior Year
20252024$%/bp
Sales$782.0$697.2$84.812%
Operating income223.5186.537.020%
Operating margin28.6%26.7%190bp
Equity affiliates’ income$23.4$18.2$5.229%

Table 49 after “The table below summarizes the major factors that impacted sales in the Europe segment for the periods presented:”

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Volume5%
Price1%
Energy cost pass-through to customers(2%)
Currency8%
Total Europe Sales Change12%

Table 50 after “Middle East and India”

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Three Months Ended
31 DecemberChange vs. Prior Year
20252024$%
Sales$30.3$32.8($2.5)(8%)
Operating income (loss)5.8(0.6)6.4**
Equity affiliates' income84.585.0(0.5)(1%)

Table 51 after “Corporate and other”

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Three Months Ended
31 DecemberChange vs. Prior Year
20252024$%
Sales$117.0$96.8$20.221%
Operating loss(108.9)(117.0)8.17%
Equity affiliates' income (loss)(1.2)2.0(3.2)**

Table 52 after “Table of Contents”

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Three Months Ended 31 December
Q1 2026 vs. Q1 2025Operating IncomeOperating MarginOther Non- Operating Inc/Exp, NetIncome Tax ExpenseNet Income Attributable to Air ProductsEPS
Q1 2026 GAAP Measures$734.523.7%($1.4)$159.4$678.2$3.04
Q1 2025 GAAP Measures643.622.0%38.9140.7617.42.77
$ GAAP Change$90.9$0.27
%/bp GAAP Change14%170bp10%
Q1 2026 GAAP Measures$734.523.7%($1.4)$159.4$678.2$3.04
Business and asset actions(A)22.00.7%6.33.124.60.11

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Table 53 after “The table below presents a reconciliation of the GAAP effective tax rate to our adjusted effective tax rate:”

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Three Months Ended 31 December
20252024
Income tax expense$159.4$140.7
Income before taxes850.8790.5
Effective tax rate18.7%17.8%
Reconciliations of GAAP to Non-GAAP:
Income tax expense$159.4$140.7
Business and asset actions tax impact3.1—

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Table 54 after “The most directly comparable GAAP measure to our non‑GAAP capital expenditures is “Cash used for investing activities,” as reported on our c”

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Three Months Ended
31 December
20252024
Cash used for investing activities$1,242.9$2,182.1
Proceeds from sale of assets and investments26.134.4
Purchases of short-term investments—(117.6)
Proceeds from short-term investments—5.0
Proceeds from other investing activities2.229.0

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Table 55 after “Cash Flows From Operations”

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Three Months Ended
31 December
20252024
Net income attributable to Air Products$678.2$617.4
Adjustments to reconcile income to cash provided by operating activities:
Depreciation and amortization370.7366.8
Deferred income taxes78.2(6.3)
Business and asset actions22.0—

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Table 56 after “Cash Flows From Investing Activities”

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Three Months Ended
31 December
20252024
Additions to plant and equipment, including long-term deposits($1,251.2)($2,117.6)
Investments in and advances to unconsolidated affiliates(20.0)—
Investments in financing receivables—(15.3)
Proceeds from sale of assets and investments26.134.4
Purchases of short-term investments—(117.6)

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Table 57 after “for a definition of this non-GAAP financial measure as well as a reconciliation to cash used for investing activities.”

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Three Months Ended
31 December
20252024
Additions to plant and equipment, including long-term deposits$1,251.2$2,117.6
Investments in and advances to unconsolidated affiliates20.0—
Investments in financing receivables—15.3
NGHC expenditures not funded by Air Products' equity(A)(360.5)(923.1)
Capital Expenditures$910.7$1,209.8

Table 58 after “Cash Flows From Financing Activities”

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Three Months Ended
31 December
20252024
Long-term debt proceeds$382.5$459.2
Payments on long-term debt(569.6)(12.1)
Net increase (decrease) in commercial paper and short-term borrowings67.3(21.5)
Dividends paid to shareholders(398.4)(393.6)
Investments by noncontrolling interests61.0280.9

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Table 59 after “The table below summarizes the components of net periodic cost for our U.S. and international defined benefit pension plans:”

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Three Months Ended
31 December
20252024
Service cost$4.9$5.2
Non-service cost3.410.5
Other0.30.1
Net Periodic Cost$8.6$15.8

Table 60 after “(a) Exhibits required by Item 601 of Regulation S-K”

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Exhibit No.Description
(3)Articles of Incorporation and Bylaws
3.1Amended and Restated Bylaws of the Company, dated November 19, 2025 (incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended September 30, 2025).
(10)Material Contracts
10.1Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2026 Awards.†
10.2Form of Performance Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2026 Awards.†*
(31)Rule 13a-14(a)/15d-14(a) Certifications
31.1Certification 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.

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