APDAir Products

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.

Read in the reply ↗

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.

Rest of the letter

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.

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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.