APDAir Products

Income Taxes Effective Tax Rate, page 136 1. We note that you attributed a (49.0)% income tax benefit to the business and asset actions in the effective tax rate reconciliation. We further note your statement that the tax benefit from the $3.7 billion pre-tax charges for business and asset actions is $695.2 million.

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Please provide us with a reconciliation of the tax benefit included in the effective tax rate reconciliation and the stated tax benefit with those costs. Please also consider the need to provide enhanced disclosures explaining the components of the business and asset actions line item in the effective tax rate reconciliation. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

The Company’s Response:

Because we incurred a loss from continuing operations before taxes of $440.7 million in our Fiscal Year 2025 Consolidated Income Statement, negative percentages within the Effective Tax Rate Reconciliation Table reflect an increase to our Effective Tax Rate. The (49.0%) impact on our Effective Tax Rate primarily represents the portion of such costs included in our pre-tax charge for which we recognized a tax benefit, offset by a corresponding valuation allowance as such benefits were not more likely than not to be realized and therefore had a negative impact on our

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Effective Tax Rate.

During our fiscal year 2025, we incurred pre-tax charges of $3,747.0 million for business and asset actions related to project exit costs and a global cost reduction plan, as described in Note 5, Business and Asset Actions, within our Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2025. These charges resulted in a $695.2 million net income tax benefit, which included a $215.9 million tax cost which primarily relates to tax benefits attributable to the charges that are not expected to be realizable. This cost represented 49.0% of our Fiscal Year 2025 loss from continuing operations before taxes of $440.7, which is presented in the Effective Tax Rate Reconciliation Table. The components of the $215.9 million tax cost included the establishment of a Valuation Allowance primarily related to $197.4 million of losses incurred in our foreign subsidiaries for which we do not expect to realize an income tax benefit, an $11.3 million cost for reserves established for uncertain tax positions related to the deductibility of certain costs in foreign subsidiaries, and $7.2 million of other immaterial items. The material items referenced above were disclosed in Note 24 (page 136) of our Annual Report on Form 10-K for Fiscal Year Ended September 30, 2025. Due to the nature of the business and asset action costs, we disclosed them as a separate line within the Effective Tax Rate Reconciliation Table.

A reconciliation by line item of the net $695.2 million tax benefit resulting from the $3,747.0 million of pre-tax charges we incurred as a result of the disclosed business and asset actions is shown in the table below:

$ in millions

Impacts on Effective Tax Rate

Dollar Impact of Tax (Benefit) Cost From Business and Asset Actions

U.S. federal statutory tax rate ($786.9)

State taxes, net of federal benefit (83.9)

Income from equity affiliates —

Foreign tax differentials (30.6)

Tax on foreign repatriated earnings 9.0

Business and asset actions 215.9

Other (18.7)

Total

($695.2)

We believe our disclosure was appropriate in the circumstances and in compliance with the requirements outlined in ASC 740-10-50-12. We included the impact of the $695.2 million net income tax benefit on our Effective Tax Rate within the appropriate categories as required by the Accounting Standards Codification Topic 740, Income Taxes and provided supplemental disclosure on the material portions of the $215.9 million tax cost.

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We note the disclosure on page 11 of the proxy statement that "news reports indicated that D.E. Shaw was dropping its efforts to nominate directors and was instead throwing its support behind Mantle Ridge..." Revise the proxy statement generally to describe any relationship or contacts with D.E. Shaw. If no relationship exists or if no contacts have occurred, revise here to clarify.

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Reasons for the Solicitation , page 12 We note the statement that "[i]n the coming weeks, we will publicly outline our view about what has gone wrong and our ideas for the changes we believe are essential in order for the Company to achieve its fullest potential." Information about a soliciting party's plan of action, to the extent it is successful in taking control of a board of directors, appears to be highly material to shareholders' vote. While we understand 2. that soliciting parties will file additional soliciting materials after distributing their proxy statement, to the extent the participants have knowledge now of "what has gone wrong" and any changes or potential changes they may make, to the extent they take control of the board, this should be described in the proxy statement as well. If Mantle Ridge does not have such information now, revise to so state and describe the process by which they will develop plans for change at Air Products going forward. The Mantle Ridge Nominees, page 13 3. Revise this section generally to ensure that the disclosure about the business activities of each nominee during the last five years is clearly presented. See Item 401(e) of Regulation S-K. For multiple nominees, this information is difficult to piece together or not ascertainable as currently presented. Solicitation of Proxies, page 29 4. Disclose Mantle Ridge's total expenditures for the proxy solicitation to date. See Item 4(b)(4) of Schedule 14A. 5. We note the statement in the last sentence of this section at the bottom of page 29: "Whether such reimbursement will be submitted to a vote of the Company's security holders is not yet determinable." However, Item 4(b)(5) of Schedule 14A requires you to state whether reimbursement will be submitted to a vote of shareholders. Please revise to provide the required information. In addition, clarify whether the $100,000 payment to be made to each Mantle Ridge nominee (if elected) are part of the expenditures for which reimbursement will be sought from the Company. General 6. Throughout the proxy statement, including on the cover page, you refer to the Mantle Ridge group as "a significant Stockholder of Air Products," To clarify, revise to state the percentage of shares owned, including where you state the total number of shares held on page 3. 7. We note the following statement on page 14 of the proxy statement: "Among his projects there, Mr. Hilal played a leading role in Pershing Square's successful effort to catalyze Board and CEO changes at Air Products in 2013." In an appropriate part of the proxy statement, revise to fully explain Mr. Hilal's prior interactions with the Company and his efforts to catalyze changes, including the form of those efforts and their result. 8. We note that Mantle Ridge has nominated nine individuals for election to the Air Products board. Revise the proxy statement to fully discuss the consequences if all or a majority of its nominees are elected. For example, if this would constitute a change in control under the Company debt covenants or other agreements, please disclose and discuss the potential impact.

On behalf of Air Products and Chemicals, Inc., a Delaware corporation (the “Company”), and pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, enclosed please find via EDGAR a copy of the preliminary proxy statement and form of proxy card relating to the 2025 annual meeting of the Company’s stockholders (the “2025 Annual Meeting”), which comments on and refers to a potential solicitation in opposition to the Company’s solicitation at the 2025 Annual Meeting. Read in the reply ↗

We note the following statement in this section: "If a nominee is unavailable for election at the time of the Annual Meeting, the Company representatives named on the WHITE proxy card will vote for another nominee proposed by the Board..." Please revise to clarify that this statement refers to the ability of the Company to substitute a director nominee, rather than to reallocate votes to a different, existing

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Company nominee. See, generally, Rules 14a-4(b)(1), 14a-4(c) and Compliance and Disclosure Interpretation 139.07 (November 17, 2023) available at wwww.sec.gov.

The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly so that the above statement refers to the ability of the Company to substitute a director nominee, rather than to reallocate votes to a different, existing Company nominee. See page 15 of the Revised Preliminary Proxy Statement. Read in the reply ↗

We note the disclosure in the last paragraph on page 15. Revise to clearly state that information about Mantle Ridge's nominees may be found in Mantle Ridge's proxy statement, available without cost at www.sec.gov. Refer to Item 7(f) of Schedule 14A. Shareholder Nominations, page 28

The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly to clearly state that information about Mantle Ridge’s nominees may be found in Mantle Ridge’s proxy statement, available without cost at www.sec.gov. See page 15 of the Revised Preliminary Proxy Statement. Read in the reply ↗

Refer to Rule 14a-5(e)(4). Where you set forth the deadline for providing director nominations to the Company for next year's annual meeting, also include a reference to Rule 14a-19(b), as you do in the Q&A section later in the proxy statement (on page 97).

The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly to include a reference to Rule 14a-19(b). See page 28 of the Revised Preliminary Proxy Statement. Read in the reply ↗

Since shareholders can use Mantle Ridge's blue proxy card to vote for your director nominees, clarify the statement here that to support the Company's director nominees, shareholders should only use your white proxy card or voting instruction form. What vote is necessary to pass the items of business at the Annual Meeting?, page 93

The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly. See page 92 of the Revised Preliminary Proxy Statement.

What vote is necessary to pass the items of business at the Annual Meeting?, page 93. Read in the reply ↗

For each of the matters to be voted on, clarify whether and under what circumstances brokers will have discretionary authority to vote on each matter without specific instructions from shareholders. What happens if I return a WHITE proxy card but give instructions to vote for fewer than nine candidates?, page 95

The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly to clarify under what circumstances brokers will have discretionary authority to vote on each matter without specific instructions from shareholders. See page 93 of the Revised Preliminary Proxy Statement.

What happens if I return a WHITE proxy card but give instructions to vote for fewer than nine candidates?, page 95 Read in the reply ↗

The following statement is confusing: "To the extent an undervote (e.g., voting 'FOR' with respect to fewer than nine nominees on Proposal 1) occurs on a record holder’s WHITE proxy card, your shares will only be voted 'FOR' those nominees you have so marked and any remaining votes on Proposal 1 shall not be voted" (emphasis added). Please revise to clarify.

The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly to state clearly that shares will only be voted as marked. See page 95 of the Revised Preliminary Proxy Statement.

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We trust that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (212) 735-2336 or elizabeth.gonzalez-sussman@skadden.com. Read in the reply ↗

We note the statement that you have “industry leading margins” based on Adjusted EBITDA margin. Please tell us how this disclosure complies with Item 10(e) of Regulation S-K and Question 102.10(a) of the Compliance & Disclosure Interpretations regarding Non-GAAP Financial Measures. Please also tell us how you considered Item 10(e) of Regulation S-K with regards to your disclosure of Adjusted EPS CAGR.

The Company respectfully acknowledges the Staff’s comment and has considered the requirements of

Item 10(e) of Regulation S-K as applied to the statements in the Company’s press release dated January 7, 2025. The Company notes that Item 10(e) did not apply to the disclosures contained in the press release when it was issued, as the press release was not filed with the SEC. The Company determined, however, that the disclosures in the press release could be viewed as soliciting material related to the Company’s annual meeting scheduled for January 23, 2025.

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As a result, the Company determined to file the press release pursuant to Exchange Act Rule 14a-6. If in the future, the Company determines to make additional soliciting material filings pursuant to Rule 14a-6 and those filings contain non-GAAP disclosures, the Company will confirm that those disclosures comply with Item 10(e) and the staff’s guidance related thereto.

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We trust that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (212) 735-2336 or elizabeth.gonzalez-sussman@skadden.com.

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Acquisitions, page 73 1. Regarding the agreement to purchase the natural gas-to-syngas processing facility in Qashqadaryo Province, Uzbekistan, for $1 billion, please provide us with a summary of the material terms of the agreement.

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Please also provide us with a summary of the analysis you performed in determining that the agreement should be accounted for as a financing arrangement, including the corresponding authoritative literature you considered. Please specifically address your initial accounting as well as ongoing accounting for this transaction. Please also address the need to expand your disclosures.

The Company’s Response:

Key Terms of the Agreement

During the quarter ended June 30, 2023, we entered into an investment agreement with the Government of the Republic of Uzbekistan and Uzbekneftegaz (“UNG”) to purchase a natural gas-to-syngas processing facility in Qashqadaryo Province, Uzbekistan, for $1 billion (“the facility”). The agreement transferred legal title of the facility from UNG to Air Products.

Rest of the answer

In conjunction with the investment agreement, we entered into a separate 15-year tolling services agreement under which Air Products operates the facility and converts feedstocks supplied and owned by UNG, including natural gas and utilities, into syngas and hydrogen. UNG maintains ownership of all inputs and outputs throughout the production process. In return, Air Products receives a monthly fee, regardless of whether UNG requires the output from the facility. At the conclusion of the contract term, UNG has the unilateral right to re-acquire the facility.

Summarized Accounting Analysis

The following paragraphs provide a summary of the analysis we performed to determine that the arrangement should be accounted for as a financing arrangement, including reference to the corresponding authoritative literature that we considered.

In evaluating the arrangement, we first considered the guidance in ASC 360 – Property, Plant, and Equipment (“ASC 360”). As there is no guidance directly on point in ASC 360 with respect to how a buyer of assets should consider whether it obtained accounting control of the assets in the context of a seller’s unilateral right to re-acquire the asset, we next considered ASC 805 – Business Combinations (“ASC 805”). The acquisition method under ASC 805-10-05-04 first requires an assessment of whether we meet the definition of an acquirer, which is defined as “the entity that obtains control of the acquiree.” The definition of control within ASC 805 has the same meaning as controlling financial interest in ASC 810 – Consolidation (“ASC 810”). The concept of control when the seller has a unilateral right to reacquire the assets at the end of the term is also not clear within ASC 805 or ASC 810. As such, we considered whether we obtained control under ASC 606 – Revenue Recognition (“ASC 606”).

While ASC 606-10-55-66 through ASC 606-10-55-70 is written in contemplation of the seller’s accounting, it addresses whether control is deemed to have transferred when a repurchase right exists.

606-10-55-66: A repurchase agreement is a contract in which an entity sells an asset and also promises or has the option (either in the same contract or in another contract) to repurchase the asset. The repurchased asset may be the asset that was originally sold to the customer, an asset that is substantially the same as that asset, or another asset of which the asset that was originally sold is a component.

606-10-55-67: Repurchase agreements generally come in three forms:

a.An entity's obligation to repurchase the asset (a forward) b.An entity's right to repurchase the asset (a call option) c.An entity's obligation to repurchase the asset at the customer's request (a put option).

606-10-55-68: If an entity has an obligation or a right to repurchase the asset (a forward or a call option), a customer does not obtain control of the asset because the customer is limited in its ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset even though the customer may have physical possession of the asset. Consequently, the entity should account for the contract as either of the following:

a.A lease in accordance with Topic 842 on leases, if the entity can or must repurchase the asset for an amount that is less than the original selling price of the asset unless the contract is part of a sale and leaseback transaction. If the contract is part of a sale and leaseback transaction, the entity should account for the contract as a financing arrangement and not as a sale and leaseback transaction in accordance with Subtopic 842-40.

b.A financing arrangement in accordance with paragraph 606-10-55-70, if the entity can or must repurchase the asset for an amount that is equal to or more than the original selling price of the asset.

606-10-55-69: When comparing the repurchase price with the selling price, an entity should consider the time value of money.

606-10-55-70: If the repurchase agreement is a financing arrangement, the entity should continue to recognize the asset and also recognize a financial liability for any consideration received from the customer. The entity should recognize the difference between the amount of consideration received from the customer and the amount of consideration to be paid to the customer as interest and, if applicable, as processing or holding costs (for example, insurance).”

Based on this guidance, we concluded that the seller’s unilateral right to re-acquire the facility at the end of the term limits our ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. That is, we would expect symmetry in ASC 606 accounting between the seller and buyer. Given the seller would not derecognize the facility because of the unilateral right to re-acquire the asset, we would not recognize (i.e., control) the facility. Unlike a commodity where it’s possible for control to transfer despite inclusion of a repurchase right, this facility is unique in nature and cannot be readily substituted by another facility. Rather, we would be contractually required to return legal title for these specific assets at the end of the contract term. When comparing the repurchase price through the end of the contract term with the original selling price, we concluded that the discounted contractual cash inflows to be received from UNG on a monthly basis were greater than the price we paid to purchase the facility. As such, we viewed the arrangement with UNG as a financing arrangement consistent with ASC 606-10-55-68(b), whereby we did not obtain accounting control of the facility.

In terms of the initial and ongoing accounting for this transaction, we included a new accounting policy disclosure in Note 1, Basis of Presentation and Major Accounting Policies, which reads as follows:

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. Interest income on our financing receivables was not material in fiscal year 2023.

We record the related financing income within the “Sales” line of our consolidated income statements based on the following guidance provided by Deloitte in its Revenue Recognition Roadmap:

Section 6.4.7: “Interest income arising from a significant financing component should be presented separately from revenue from contracts with customers in an entity’s statement of comprehensive income in accordance with ASC 606-10-32-20. However, this requirement to separately present interest income does not necessarily prevent interest income from being presented as revenue on the face of the statement of comprehensive income. For more information about whether it is appropriate to classify interest income as revenue, see Section 14.7.3.”

Section 14.7.3: “For purposes of the consolidated financial statements, the interest income generated from certain financing arrangements may be classified as revenue in the income statement. Paragraph BC29 of ASU 2014-09 states that the FASB and IASB “decided not to amend the existing definitions of revenue in each of their conceptual frameworks.” The legacy guidance in paragraph 79 of FASB Concepts Statement 6 indicates that cash inflows, such as interest, that are the result of an entity’s ongoing major or central operations represent revenue. When the major activity of a subsidiary is the financing of products, the interest income generated from this financing would represent its major revenue-generating activity. Therefore, this interest income would continue to be classified as revenue for consolidated financial statement purposes. However, the interest income (i.e., the financing component) should be presented separately from the revenue from the sale (i.e., revenue from contracts with customers) in accordance with the requirements of ASC 606-10-32-20.”

The supply of industrial gases to UNG is an activity that is consistent with our underlying business in which we use facilities to supply gases to our customers. Accordingly, we believe it is appropriate to include the revenues (i.e., the financing income) associated with this transaction within our sales line. We disclosed additional information in Note 3, Revenue Recognition, as follows: “Interest income associated with financing and lease arrangements accounted for less than 1% of our total consolidated sales in fiscal year 2023.”

Expanded Disclosure

In future filings, we will update our disclosure as underlined below to further clarify our conclusion regarding control of the facility.

Uzbekistan Asset Purchase

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.

We are accounting for the transaction as a financing arrangement because UNG has the unilateral right to reacquire the facility at the end of the contract term and therefore, we did not obtain accounting control of the facility. Accordingly, progress payments of approximately $800, of which $600 was completed during fiscal year 2023, are reflected within "Financing Receivables" on our consolidated balance sheet as of 30 September 2023. The progress payments are reflected within “Investment in financing receivables” on our consolidated statement of cash flows. In early fiscal year 2024, we made an additional progress payment of $100.

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Acquisitions, page 73 1. We note your response to our prior comment, including the expanded disclosures you intend to provide in future filings. Please further expand these disclosures to include your conclusion that the repurchase price with consideration of time value of money exceeds the original purchase price, as discussed in the first paragraph on page 3 of your response letter, as this analysis forms the

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basis of your accounting for these transactions. Please ensure that your disclosures include consideration of the allocation of the contractual cash inflows to be received from UNG on a monthly basis between the repurchase price and compensation for your services provided under the agreements for purposes of this analysis, if correct.

The Company’s Response:

We have considered your additional comments and have modified our disclosure. All changes from our Form 10-K disclosure are underlined in the excerpt below.

Uzbekistan Asset Purchase

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.

Rest of the answer

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 $800, of which $600 was completed during fiscal year 2023, are reflected within "Financing Receivables" on our consolidated balance sheet as of 30 September 2023. The progress payments are reflected within “Investment in financing receivables” on our consolidated statement of cash flows. In early fiscal year 2024, we made an additional progress payment of $100.

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In regards to your initial investment of $1.6 billion in the Jazan Integrated Gasification and Power Company, which was made primarily in the form of shareholder loans and represents a 55% interest in the joint venture, please address the following: • Given your disclosures indicate that the investment was primarily made in the form of loans, please help us understand how you determined that the equity method would

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be appropriate pursuant to ASC 323-10-15-3; • Please provide us with a summary of your significant rights and obligations under the joint venture agreement and correspondingly explain how you determined you have significant influence under ASC 323; and • Please tell us how much of the $1.6 billion was in the form of loans. If the entire $1.6 billion was not in the form of loans, please tell us the remaining components of the investment and corresponding amounts.

The Company’s Response:

Summary: We acknowledge the Staff’s comment and respectfully advise the Staff that we determined based on the criteria in ASC 323-10-15-13 that our $1.6 billion shareholder loans to Jazan Integrated Gasification and Power Company (“JIGPC” or the “joint venture”), qualify as in-substance common stock in the joint venture.

Rest of the answer

Because our investment in JIGPC has risk and reward characteristics that are substantially similar to common stock ownership in JIGPC and we have the ability to exercise significant influence over the operating and financial policies of the joint venture, we concluded that it is appropriate to account for our investment in JIGPC under the equity method. In reaching the conclusion that we exercise significant influence, we first determined that the joint venture is a variable interest entity (“VIE”) for which we are not the primary beneficiary.

Funding Overview and In-Substance Common Equity Assessment

The initial funding for the joint venture totaled approximately $7.4 billion and consisted of 60% ($4.45 billion) third-party project finance loans from commercial lenders and 40% shareholder capital contributions ($2.925 billion shareholder loans and $15 million equity). As part of the formation of JIGPC, the shareholders agreed that it would be beneficial from a local tax perspective if their investments were made primarily in the form of shareholder loans. As shown in the table below, minimal equity contributions were made to comply with the registered capital requirements. As such, each shareholder made capital contributions in the form of shareholder loans that were proportionate to their percentage ownership in JIGPC. The percentage split between equity and loans was consistent for each shareholder, with less than 1% of capital contributions made in the form of equity contributions. A summary of the overall initial joint venture funding (shareholder loans, equity contributions and commercial debt) and the funding provided by each shareholder is as follows:

Shareholder

Loans Equity Contributions

Air Products (55% owner) $1.609 billion $8 million

Venture partner A (20% owner) $585 million $3 million

Venture partner B (25% owner) $731 million $4 million

Total Shareholder Capital Contributions $2.925 billion $15 million

Total third-party project finance loans $4.452 billion

Total JIGPC capitalization $7.377 billion

Equity contributions to total capitalization 0.20%

As shown above, we contributed $8 million of shareholder equity (equal to our share of the registered capital requirement) and made the remainder of our $1.6 billion investment in the form of shareholder loans. Our investment was consistent with our 55% ownership in JIGPC, and our equity and loan contributions are consistent with those of other shareholders of the joint venture.

We evaluated our and the other investors’ shareholder loans under the criteria listed in ASC 323-10-15-13 to evaluate whether these loans qualify as in-substance common stock. ASC 323-10-15-13 states that in-substance common stock is “an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock” and provides three characteristics that must be evaluated to determine whether an investment is substantially similar to an investment in common stock. We evaluated these criteria as follows:

1.Subordination – “An investor shall determine whether the investment has subordination characteristics that are substantially similar to that entity’s common stock.”

Assessment: The shareholder loans are substantially similar to common stock. The fair value of the common equity is less than 1% of the total capitalization. ASC 323-10-15-13(a) provides that “a stated liquidation preference is not substantive if the investee has little or no subordinated equity (for example, common stock) from a fair value perspective”. Case A in ASC 323-10-55-3 to 55-4 illustrates the concept of “little or no”, concluding that common stock with a fair value of $100,000 compared to $10 million of senior preferred equity (1%) was not substantive. Consistent with this guidance, the joint venture has “little or no” common stock from a fair value perspective.

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We note you present adjusted Return on Capital Employed (ROCE) in your discussion of third quarter 2016 results without presenting ROCE calculated using the most comparable GAAP amounts. In your next earnings release, please follow the guidance in Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 to present this ratio on a GAAP basis with equal or greater

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prominence.

We have provided the information below in response to your letter dated September 26, 2016. Our responses have been numbered to correspond with the comments in your letter. The original comments contained in your letter have been included in bold type for reference during your review. We note you present adjusted Return on Capital Employed (ROCE) in your discussion of third quarter 2016 results without presenting ROCE calculated using the most comparable GAAP amounts.

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In your next earnings release, please follow the guidance in Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 to present this ratio on a GAAP basis with equal or greater prominence. The Company acknowledges the Staff’s comment and respectfully advises the Staff that we intend to update future filings to calculate ROCE using the most comparable GAAP amounts and to present ROCE on a GAAP basis with equal or greater prominence. On page 2 of your earnings release, your CEO is quoted as referring to “EPS,” “EBITDA Margin,” and “ROCE,” which are presented on an adjusted basis despite no indication of that in the quote. All three are non-GAAP measures and EBITDA margin is calculated by excluding more than interest, taxes, depreciation, and amortization from earnings. In future earnings releases, please ensure that your measures are appropriately characterized throughout, including in the executive commentary. The Company acknowledges the Staff’s comment and respectfully advises the Staff that any Non-GAAP measures included in future filings will be appropriately characterized, including those stated in the executive commentary. We note that you omit a quantitative reconciliation with respect to your forward looking non-GAAP guidance, but you do not provide the disclosures required when the reconciliation is omitted. In your next earnings release, please follow the guidance in Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016. We acknowledge the Staff’s comment and respectfully advise the Staff that future filings incorporating forward-looking non-GAAP measures in reliance on the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K will disclose that fact and identify the information that is unavailable. When we provide adjusted EPS guidance in future earnings releases, we will incorporate language similar to the following disclosure: “Management has provided the following adjusted diluted EPS guidance on a continuing operations basis. It is not possible, without unreasonable efforts, to identify the amount or significance of events or transactions that may be included in future GAAP EPS but which management does not believe to be representative of underlying business performance. Accordingly, management is unable to reconcile, without unreasonable effort, the Company’s forecasted range of adjusted EPS to a comparable GAAP range.” For example, during the nine months ended 30 June 2016 we recognized business restructuring and business separation costs that would have been difficult to identify in advance in order to include in a GAAP outlook. To the extent we can identify and reasonably estimate future items that we plan to adjust in our presentation of the GAAP to non-GAAP reconciliation of EPS, we will include them in guidance comments provided in our earnings release. In your next earnings release, please provide a more substantive, and concise, discussion of how your non-GAAP measures are useful to investors. Please provide us with your proposed changes in your response letter. We acknowledge the Staff’s comment and respectfully advise the Staff that we will provide a more substantive and concise discussion of how our non-GAAP measures are useful to investors in future filings. Within the Reconciliation of Non-GAAP Financial Measures, we propose to update our discussion as follows: “The Company has presented certain financial measures on a non-GAAP (“adjusted”) basis and has provided a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP. These financial measures are not meant to be considered in isolation or as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. The Company believes these non-GAAP measures provide investors, potential investors, securities analysts and others with useful information to evaluate the performance of the business, because such measures, when viewed together with our 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. In many cases, our non-GAAP measures are determined by adjusting the most directly comparable GAAP financial measure to exclude certain disclosed items that we believe are not representative of the underlying business performance. For example, Air Products is currently executing its strategic plan to restructure the Company and to focus on the Company’s core Industrial Gases businesses, which has and will continue to result in significant disclosed items that we believe are important for investors to understand separately from the performance of the underlying business. In evaluating these financial measures, the reader should be aware that we may incur expenses similar to those eliminated in this presentation in the future. Investors should also consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one company to another.” Please revise future earnings releases to separate the tax impact attributable to the repatriation of the South Korean subsidiary’s earnings from the business separation costs. See Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016. We acknowledge the Staff’s comment and respectfully advise the Staff that we will revise future filings to separate the tax impact attributable to the repatriation of the South Korean subsidiary’s earnings from business separation costs. Please explain how you calculated the income tax effects of your non-GAAP adjustments in your next earnings release. Also, tell us why the tax rate for the total pre-tax adjustments from continuing operations attributable to Air Products is 15% for the nine-month period ended June 30, 2016, excluding repatriation. See Question 102.11 of the updated Non-GAAP Compliance and Disclosure We acknowledge the Staff’s comment and respectfully advise the Staff that we will explain how the income tax effects of our non-GAAP measures were calculated in our next earnings release. For the nine month period ended 30 June 2016, the effective tax rate for the total of pre-tax adjustments from continuing operations attributable to Air Products, excluding the repatriation of the South Korean subsidiary’s earnings, was 13.2%. A significant portion of the business separation costs are not tax deductible because they are directly related to the plan for a tax-free spinoff of the Electronic Materials business. In addition, we incurred $2.0 million of other tax costs related to the separation. The effective tax rate on the business restructuring and cost reduction actions and pension settlement losses is 28.1% and 38.9%, respectively, reflecting statutory rates in the relevant jurisdictions. The table below summarizes these impacts. Business restructuring and cost reduction actions Please revise your reconciliation of Earnings after Tax – Non-GAAP to begin with net income rather than a measure that is not on the face of your consolidated income statements and does not include income taxes. See Question 103.02 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016. respectfully advise the Staff that we will revise our reconciliation of Earnings after Tax- Non-GAAP to begin with GAAP net income. In connection with this response, management acknowledges that: The Company is responsible for the adequacy and accuracy of the disclosure in the filing; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Should the Staff require any additional information, please contact me at 610-481-6931.

One letter for all the questions, without numbered answers. Read the reply ↗

On page 2 of your earnings release, your CEO is quoted as referring to “EPS,” “EBITDA Margin,” and “ROCE,” which are presented on an adjusted basis despite no indication of that in the quote. All three are non-GAAP measures and EBITDA margin is calculated by excluding more than interest, taxes, depreciation, and amortization from earnings.

Rest of the question

In future earnings releases, please ensure that your measures are appropriately characterized throughout, including in the executive commentary.

See the reply above.

We note that you omit a quantitative reconciliation with respect to your forward looking non- GAAP guidance, but you do not provide the disclosures required when the reconciliation is omitted. In your next earnings release, please follow the guidance in Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

See the reply above.

In your next earnings release, please provide a more substantive, and concise, discussion of how your non-GAAP measures are useful to investors. Please provide us with your proposed changes in your response letter.

See the reply above.

Please revise future earnings releases to separate the tax impact attributable to the repatriation of the South Korean subsidiary’s earnings from the business separation costs. See Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

See the reply above.

Please explain how you calculated the income tax effects of your non-GAAP adjustments in your next earnings release. Also, tell us why the tax rate for the total pre-tax adjustments from continuing operations attributable to Air Products is 15% for the nine-month period ended June 30, 2016, excluding repatriation.

Rest of the question

See Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

See the reply above.

Please revise your reconciliation of Earnings after Tax – Non-GAAP to begin with net income rather than a measure that is not on the face of your consolidated income statements and does not include income taxes. See Question 103.02 of the updated Non-GAAP

See the reply above.