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APDAir Products

Materials · Industrial Gases & Chemicals · NYSE
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The 10-K against last year's

210 changes: 58 added, 20 removed, 132 reworded

10-K Nov 20, 2025 vs Nov 21, 2024
Risk FactorsRedline ↓
9.3%
of the text changed · 6,238 words now
39.6%
of the text changed · 14,587 words now
Legal ProceedingsRedline ↓
31.5%
of the text changed · 433 words now
Accounting PoliciesRedline ↓
10.0%
of the text changed · 5,959 words now

10-K 0000002969-25-000055 (2025-11-20) vs 10-K 0000002969-24-000056 (2024-11-21)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 177 words changed in this paragraph; it is 37% similar to last year's version.
Capital expenditures totaled $5.1 billion in fiscal year 2024 totaled $5,152.0 compared to $5,224.4 2025, a 2% decrease from capital expenditures of $5.2 billion in fiscal year 2023. 2024. Spending for in fiscal year 2025 was driven by $7.0 billion in additions to plant and equipment equipment, primarily included project spending for supporting our clean energy projects such as initiatives, including the NEOM Green Hydrogen Project in NEOM City, Saudi Arabia, as well as our and clean energy complexes in Louisiana, United States, and Alberta, Canada. Additionally, we We also continued to invest capital in our core industrial gas business for gases business, funding the development of new industrial gas plants as well as maintaining and replacing the maintenance and replacement of 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.

Source: Item 7, 10-K 0000002969-25-000055 vs Item 7, 10-K 0000002969-24-000056

Legal Proceedings 103 words changed in this paragraph; it is 55% similar to last year's version.
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 $34 as of 30 September 2024) 2025) on Air Products Brasil Ltda. This fine Ltda., which 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. In May 2014, our appeal was granted and the fine was dismissed. CADE appealed that ruling and in October 2025 the Supreme Court of Brazil rendered a judgment confirming the appellate ruling, which annulled the administrative proceeding and the fine imposed by CADE. Under applicable law, no further remedies are available and the judgment is final.

Source: Item 3, 10-K 0000002969-25-000055 vs Item 3, 10-K 0000002969-24-000056

Risk Factors 102 words changed in this paragraph; it is 73% similar to last year's version.
In addition, certain of our growth strategy is projects are 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, or significant uncertainty regarding such efforts, certain of our projects may be threatened and for completed projects 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 For example, in fiscal year 2025, we cancelled a project to build a green liquid hydrogen project in the U.S., based in part on a regulatory development that rendered existing hydroelectric power supply ineligible for the Clean Hydrogen Production Tax Credit (45V) and incurred a significant impairment charge for the amount that we had invested in the project. Further negative regulatory developments could adversely affect our projected returns, which could lead us to re-evaluate certain projects and may harm our business and financial performance.

Source: Item 1A, 10-K 0000002969-25-000055 vs Item 1A, 10-K 0000002969-24-000056

Accounting Policies 79 words changed in this paragraph; it is 61% similar to last year's version.
Intangible assets with determinable lives primarily consist of customer relationships, purchased patents and technology, and certain land use rights. relationships. 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 tested for impairment testing at least annually. In addition, intangible assets are tested annually, and more frequently if a change events or changes in circumstances or indicate that the occurrence assets may be impaired. During fiscal year 2025, no triggering events were identified that would require impairment testing for any of events indicates that potential our indefinite-lived intangible assets. We completed our annual impairment exists. test for these assets and concluded there were no indications of impairment.

Source: Item 8, Note 1 – BASIS OF PRESENTATION AND MAJOR ACCOUNTING POLICIES, 10-K 0000002969-25-000055 vs Item 8, Note 1 – BASIS OF PRESENTATION AND MAJOR ACCOUNTING POLICIES, 10-K 0000002969-24-000056

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of APD's Risk Factors and MD&A, 10-K 2025-11-20 against 10-K 2024-11-21. Each links to the text at sec.gov.

RemovedRisk Factors
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.

Read it in 10-K 2024-11-21 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2024-11-21 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2024-11-21 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2024-11-21 at sec.gov ↗

RemovedMD&A
•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.

Read it in 10-K 2024-11-21 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2024-11-21 at sec.gov ↗

Show the other 5
RemovedMD&A
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.

Read it in 10-K 2024-11-21 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2024-11-21 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2024-11-21 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2024-11-21 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2024-11-21 at sec.gov ↗

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